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HomeMy WebLinkAboutContracts & Agreements_156-2019MUNICIPAL FACILITY LICENSE AGREEMENT THIS MUNICIPAL FACILITY LICENSE AGREEMENT ("Agreement") is made and entered into this i5 day of",019 l9 ("Effective Date"), by and between the City of Redlands, a California municipal corporation ("Licensor" or `City"), and Crown Castle Fiber LLC, a New York Limited Liability Company ("Licensee") City and Licensee are sometimes individually referred to herein as a "Party" and, together, as the "Parties " RECITALS WHEREAS, City is the owner of certain Municipal Facilities (as defined below) located in the Rights -of -Way (as defined below) of the City, and WHEREAS, Licensee is authorized to conduct business as a telephone corporation in the State of California, and WHEREAS, Licensee desires to use space on certain of City's Municipal Facilities in the Rights -of -Way to construct, attach, install, operate, and maintain of its Equipment (as defined below), and WHEREAS, City is willing to allow Licensee to use and physically occupy portions of the Municipal Facilities in the Rights -of -Way subject to the terms and conditions of this Agreement, AGREEMENT NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree to the following covenants, terms, and conditions 1 Definitions The following definitions shall apply generally to the provisions of this Agreement 1 1 "Equipment" means the equipment cabinets, antennas, utilities, and fiber optic cables, wires, and related equipment, whether referred to individually or collectively, to be installed on a Municipal Facility and operated by Licensee under a particular Supplement 1 2 ""Hazardous Substance" means any substance, chemical or waste that is identified as hazardous or toxic in any applicable federal, state or local law or regulation, including, but not limited to, petroleum products and asbestos 1 3 "Laws' means any and all applicable statutes, codes, constitutions, ordinances, resolutions, regulations, judicial decisions, rules, tariffs, administrative orders, court orders, or other requirements of the Licensor or other governmental agency having jolnt or several jurisdiction over the Parties to this Agreement as such laws may be amended from time to time 1 4 '`License Fee" means the compensation paid under any Supplement for use of the Municipal Facilities 1 L lealdimlAgreements\MLA Template Crown Castle 9 23 19 doe 1 5 "Make -Ready Work" means the work required on or in a Municipal Facility to create space for the Equipment, and/or replacing and/or reinforcing the existing Municipal Facility to accommodate Equipment including, but not limited to, rearrangement or transfer of existing Equipment and the facilities of other entities, and Municipal Facility relocation and replacement if applicable 1 6 "Municipal Facilities" means Licensor -owned structures, objects, and equipment in the ROW, including, but not limited to, street lights , traffic control structures, street furniture, or other poles, lighting fixtures, or electroliers located within the ROW, and may refer to such facilities in the singular or plural, as appropriate to the context in which used The term includes Replacement Facilities referred to in Section 4 1 3 1 7 "Person" means and includes any individual, partnership of any kind, corporation, Limited Liability Company, association, joint venture, or other organization, however formed, as well as trustees, heirs, executors, administrators, or assigns, or any combination of such persons 1 8 "PUC" means the California Public Utilities Commission 1 9 'Right(s)-of-Way" or ` ROW" means the improved or unimproved surface or subsurface of any public street, or similar public way of any nature, dedicated or improved for vehicular, bicycle, and/or pedestrian related use Right -of -Way includes public streets, roads, lanes, alleys, sidewalks, medians, parkways, public utility easements, and landscaped lots The Public Right -of -Way does not include private streets 1 10 "Services" means the transmission and reception of communications signals for the provision of personal wireless services, telecommunications services and mobile data services as defined in federal law, but specifically excluding cable services and/or video services as defined by the Digital Infrastructure and Video Competition Act (as codified in Public Utilities Code section 5800 et seq ) 1 11 "Supplement" shall mean each separate authorization, granted by Licensor to Licensee with regard to a specific Equipment installation, the form of which is attached hereto as Exhibit "A-', each and every of which shall be subject to the terms and conditions of this Agreement 1 12 "Transfer" means any transaction in which the rights and/or obligations held by Licensee under this Agreement or a Supplement are transferred, directly or indirectly, in whole or in part to a Party other than Licensee 2 Term Supplement Term 2 1 Term The initial term of this Agreement shall be for a period of ten (10) years (the "Initial Term"), commencing on the Effective Date and ending on the tenth (10) anniversary thereof, unless sooner terminated as stated herein Provided that Licensee is not in default of the Agreement or any Supplement following written notice and the expiration of any applicable cure period, this Agreement shall be automatically renewed for two (2) successive five (5) year renewal terms (each, a "Renewal Term"). unless either Party gives the other Party written notice of the intent not to renew this Agreement at least six (6) months prior to the expiration of the 2 L 1caldimlAerecments'A,MLA Template Crown Castle 9 23 19 doc Initial Term or any Renewal Term, as applicable The Initial Term and all Renewal Terms shall be collectively referred to herein as the "Term " Any holding over after the termination or expiration of the Term shall constitute a default by Licensee, notwithstanding that Licensor may elect to accept one or more payments of fees from Licensee after such default occurs 22 Supplement Term Unless otherwise specified in a Supplement, the initial term for each particular Supplement shall begin on its effective date ("Supplement Effective Date") and shall end upon the expiration of the Term, unless such individual Supplement is earlier terminated or this Agreement is extended or terminated, as provided for herein (the "Supplement Term") All of the provisions of this Agreement shall be in effect during the Supplement Term The expiration or termination of the Agreement shall immediately terminate all Supplements Any holding over after the expiration of the Supplement Term shall constitute a default by Licensee, notwithstanding that Licensor may elect to accept one or more payments of fees from Licensee after such default occurs 3 Representation Concerning Services No Authorization to Provide Other Services Licensee represents, warrants, and covenants that its Equipment installed pursuant to this Agreement and each Supplement will be utilized solely for providing the Services, and Licensee is not authorized to and shall not use its Equipment installed on Municipal Facilities to offer or provide any other services not specified herein without Licensor prior written consent At any time that Licensee ceases to operate as a provider of Services under federal or state law, it shall provide written notice of the same to Licensor within seven (7) days of such cessation, at which time the Licensor shall have the option, in its sole discretion and upon six (6) months' written notice to Licensee, to terminate this Agreement and to require the removal of Licensee's Equipment from the ROW and from Municipal Facilities, 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 Scope of Agreement Licensee may only use Municipal Facilities pursuant to an approved Supplement Any and all rights expressly granted to Licensee under this Agreement shall be exercised at Licensee's sole cost and expense, and shall be subject to the restrictions set forth herein 41 Attachment to Municipal Facilities Subject to the conditions herein, Licensor hereby authorizes and permits Licensee to locate, place, attach, Install, operate, maintain, control, remove, reattach, reinstall, relocate, and replace Equipment on identified Municipal Facilities located in the ROW for the purpose of providing Services 4 1 1 Licensee will submit to the authorized representative of the Licensor an application substantially in the form of Exhibit "B" ("Application") hereto including a proposed design for any proposed Equipment installations that identifies both the Equipment and the Municipal Facilities Licensee proposes to use One Application is required per Municipal Facility 412 Licensor may approve, approve with conditions, or disapprove an Application in its sole discretion, provided however, that Licensor shall not unreasonably delay its decision Any approved Equipment shall be included as part of the applicable Supplement 3 L lcaldim1Agreements1MLA Template Crown Castle 9 23 19 doe 4 1 3 If Licensee submits an Application to use a Municipal Facility that is structurally inadequate to accommodate its proposed Equipment, Licensor may permit the replacement of the Municipal Facility (a "Replacement Facility") with one that is acceptable to and approved by the Licensor as part of the applicable Supplement Any Replacement Facility shall be installed and maintained in accordance with Section 6 of this Agreement 4 1 4 Licensee shall be solely responsible for obtaining and maintaining the provision of electricity to the Equipment, including, but not limited to, making payments to electric utilities and installation of separate electric meters, if necessary Where commercially feasible and available, Licensee shall secure unmetered electricity services 42 Additional Authority Nothing in this Agreement shall limit in any way Licensee's obligation to obtain any additional required regulatory approvals or permits from any City department, board, commission, or other governmental agency that has regulatory authority over the Licensee's proposed activities involving use of the Municipal Facilities in the ROW 43 No Interference Licensee acknowledges and agrees that the primary purpose of the Municipal Facilities is to serve the Licensor and the public In the performance and exercise of its rights and obligations under this Agreement, Licensee shall not interfere in any manner with Licensor's own services or the existence and operation of any and all public and private rights-of-way, sanitary sewers, water mains, storiri drams, 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, utilities, or municipal property, without the express written approval of the owner or owners of the affected property or properties, except as permitted by applicable laws or this Agreement If such interference should occur, Licensee shall discontinue using the Equipment, methodology, or technology that causes the interference until such time as Licensee takes corrective measures to eliminate such interference In the event that such interference does not cease promptly, Licensee acknowledges that continuing interference may cause irreparable injury and harm, and therefore, in addition to any other remedies, and without limitation of any other remedy, Licensor shall be entitled to seek temporary and permanent injunctions against the breach of this Subsection Notwithstanding the foregoing, Licensor and Licensee agree to work in good faith with each other and any other affected Party to resolve any interference to or by Licensee 44 Permits, Default In addition to any other remedies available hereunder, whenever Licensee is in default of this Agreement or an applicable Supplement, after notice and applicable cure periods, Licensor may deny further encroachment, excavation, or similar permits for work in connection with installations under this Agreement until such time as Licensee cures all of its defaults 45 Compliance with Laws Licensee shall comply with all Laws in the exercise and performance of its rights and obligations under this Agreement 46 Non -Exclusive Use Rights Notwithstanding any other provision of this Agreement, any and all rights expressly or impliedly granted to Licensee under this Agreement shall be non-exclusive, and shall be subject and subordinate to (1) the continuing right of the 4 L lealdtmlAgrecmcnts\MLA femplate Crown Castle 9 23 19 dee Licensor to use, and to allow any other person or persons to use, any and all parts of the ROW or Municipal Facilities, exclusively or concurrently with any other person or persons, and (2) the public easement for streets and any and all other deeds, easements, dedications, conditions, covenants, restrictions, encumbrances, and claims of title (collectively, "Encumbrances") which may affect the ROW or Municipal Facilities now or at any time during the term of this Agreement, including, without limitation any Encumbrances granted, created, or allowed by the Licensor at any time 5 Compensation Licensee shall be solely responsible for the payment of all fees in connection with Licensee's performance under this Agreement, including, but not limited to, those set forth below 5 1 One Time Fees The Licensor activities described in Section 5 1 are "One -Time Fees" that reimburses the City for its costs associated with reviewing and approving applications to attach Equipment on identified Municipal Facilities located in the ROW, this Agreement and Supplements to this Agreement for additional locations The Licensor shall track its time spent reviewing the Licensee submittals for Licenses, Supplements and associated permit activities described below, and charge its hourly rate for any time spent above the amount to be recovered by any established fee The fee amounts shall be assessed and administered consistent with standard Licensor practice and fee schedule(s) as currently adopted and subsequently amended or replaced, in a manner consistent with applicable law 5 1 1 Permit Fees Licensee shall be responsible for paying all costs associated with City review, processing and inspection as part of all permit applications filed for the installation, modification, maintenance and removal of Equipment on identified Municipal Facilities located in the ROW 5 1 2 License and Supplement Fee Licensee shall be responsible for paying all costs associated with City review and processing of this License and any Supplements thereto (or any amendment thereto) and/or the other administrative review, consultation, and inspection described in this License, including review of Company submittals 5 2 License Fees 5 2 1 License Fee Licensee acknowledges that the FCC has adopted a Declaratory Ruling (FCC 18-133) that relates to the license fee which went into effect on January 14, 2019 but that Declaratory Ruling is currently the subject of litigation Paragraphs 5 2 2, 5 2 3 and 5 2 4 govern the payment of a license fee and how it may be impacted by the Declaratory Ruling and the resolution of related litigation during the Term and any renewal terms 5 2 2 During any period in which the FCC Declaratory Ruling (FCC 18-133) is in effect and during any period in which the Alternate Licensee Fee provisions in paragraph 5 2 3 are not applicable, the Licensee shall pay the License Fee as described in this paragraph Licensee shall pay to the Licensor the base amount of two hundred and seventy dollars ($270 00) per calendar year for each location covered by a Supplement The base amount under all Supplements shall be subject to an annual adjustment of four percent (4%) applied on each 5 L lcaldjm\Aereements\MLA Template Crown Castle 9 23 19 doe anniversary of the Effective Date Any new Supplements entered into during a given year shall commence at the license fee, as adjusted by this Section to reflect the then -current rate (the "License Fee") The License Fee for the first calendar year of a Supplement for each location shall be pro -rated based on the number of days covered from the Supplement Effective Date to December 31 The first payment of the License Fee shall be paid on the Supplement Effective Date Every payment of the License Fee, after the first payment, shall be due and payable in advance on January 1 of each calendar year throughout the term of each such Supplement There shall be no refunds of the License Fee paid due to the termination or expiration of the License for any reason 5 2 3 Alternate License Fee In the event the relevant provisions of the FCC Declaratory Ruling cease to be effective, (for example, because they are stayed after having gone into effect, or they are vacated or invalidated and have not been replaced by the FCC with an alternative provision setting a specific amount as the License Fee), the Licensee shall automatically and immediately be obligated to pay Alternate License Fee as described in this paragraph and paragraph 5 2 4, if applicable For each location covered by a Supplement, Licensee shall pay to the Licensor the Alternate License Fee in the base amount of one thousand five hundred dollars ($1,500) per calendar year The base amount under all Supplements shall be subject to an annual adjustment of four percent (4%) applied on each anniversary of the Effective Date ('`Alternate License Fee") The Alternate License Fee for the first calendar year of a Supplement for each individual location shall be pro -rated based on the number of days covered from the Supplement Effective Date to December 31 The first payment of the Alternate License Fee shall be paid on the Supplement Effective Date Every payment of the Alternate License Fee, after the first payment, shall be due and payable in advance on January 1 of each calendar year throughout the term of each such Supplement There shall be no refunds of the Alternate License Fee paid due to the termination or expiration of the License for any reason 5 2 4 The Licensor agrees that irrespective of whether the relevant provisions of the FCC Declaratory Ruling (FCC 18-133) cease to be effective, no Alternate License Fee shall be due for any periods during which the relevant provisions of the FCC Declaratory Ruling were in effect However, if Licensee has paid the License Fee pursuant to the provisions of Section 5 2 2 above for a calendar year, and the relevant provisions of the FCC Declaratory Ruling subsequently cease to be effective during the same calendar year, the Licensee shall pay the difference between the License Fee and the Alternate License Fee for the period from the date the relevant provisions of the FCC Declaratory Ruling ceased to be effective, until December 31 of that year ("License Fee Adjustment") Such License Fee Adjustment shall be paid to Licensor on January 1 of the following year 5 2 5 Receipt of any License Fee or Alternate License Fee by the Licensor, with knowledge of any breach of this License by Licensee, or of any default on the part of Licensee in the observance or performance of any of the conditions or covenants of this License, shall not be deemed a waiver of any provision of this License 5 3 Payment 5 3 1 Licensee shall make the first payment of the License Fee under any Supplement within forty-five (45) days of the Supplement Effective Date (as defined therein) 6 L Ica\dim1Agreements\MI A 7 emp]ate Crown Castle 9 23 19 doe The amount of the first payment of the License Fee for any Supplement shall be prorated to cover the period from the Supplement Effective Date of the applicable Supplement to the next anniversary of the Effective Date of this Agreement Thereafter, the License Fee shall be paid in advance for each Municipal Facility used on or before each anniversary of the Effective Date Acceptance by Licensor of any payment of the License Fee shall not be deemed a waiver by Licensor of any breach of this Agreement occurring prior thereto, nor will the acceptance by Licensor of any such payment preclude Licensor from later establishing that a greater amount was actually due or from collecting any balance that is due As a prerequisite to the payment of License Fee, Licensor hereby agrees to provide to Licensee certain documentation (the "License Documentation") evidencing Licensor's interest in, and right to receive payments under, this Agreement, including without limitation (i) a complete and fully executed Internal Revenue Service Foiin W-9, or equivalent, in a form acceptable to Licensee, for any Party to whom License Fee payments are to be made pursuant to this Agreement, and (u) other documentation requested by Licensee in Licensee's reasonable discretion From time to time during the Term of this Agreement and within thirty (30) days of a written request from Licensee, Licensor agrees to provide updated License Documentation in a form reasonably acceptable to Licensee 5 3 2 The License Fee shall be paid by check made payable to the City and mailed or delivered to the City Clerk's Office, at the address provided for in Section 10 below The place and time of payment may be changed at any time by Licensor upon thirty (30) days' written notice to Licensee Mailed payments shall be deemed paid upon the date such payment is officially postmarked by the United States Postal Service If postmarks are illegible to read, the payment shall be deemed paid upon actual receipt Licensee assumes all risk of loss and responsibility for late payment charges if payments are made by mail Notwithstanding the foregoing, upon agreement of the Parties, Licensee may pay the License Fee by electronic funds transfer, and if agreed, the Licensor will provide to Licensee bank routing information for such purpose upon request of Licensee 5 4 Delinquent Payment A five percent (5%) late fee shall be added to the License Fee if not received by Licensor within thirty (30) calendar days after the due date In addition, all unpaid fees shall accrue interest on the amount due at the rate of ten percent 10%) until paid in full All late fees and interest payments shall be treated as part of, and subject to the same terms as, the License Fee under this Agreement 5 5 Additional Remedies The late fee set forth in Section 5 4 above is not exclusive, and does not preclude the Licensor from pursuing any other or additional remedies in the event that payments become overdue by more than thirty (30) days 6 Construction Licensee shall comply with all applicable federal, state, and local codes related to the construction, installation, operation, maintenance, and control of Licensee's Equipment installed on Municipal Facilities Licensee shall not attach, install, maintain, or operate any Equipment on Municipal Facilities without the prior written approval of an authorized representative of the Licensor for each location as evidenced in a signed Supplement Licensee shall keep the Municipal Facilities free and clear from any liens arising out of any work performed, material furnished, or obligations incurred by or for Licensee 7 L lealdjm\Agreements\? lLA Template Crown Castle 9 23 i 9.doc 6 1 Installation and Operation Within thirty (30) days of the completion of each installation, Licensee shall promptly furnish to Licensor As -Built drawings of the current location of the Equipment in or on the Municipal Facility 6 2 Design Standards The Equipment and any Replacement Facility shall comply with the design standards set forth pursuant to Section 12 60 30(G)(3), or any applicable successor provision(s) Further, Licensee shall design, construct, and install the Equipment and any Replacement Facility in compliance with the City permit and conditions of approval All future Supplements and modifications to existing Equipment shall be subject to then -current design standards in the City of Redlands 6 3 Obtaining Required Permits Licensee acknowledges that in addition to a signed Supplement, each installation of Equipment and maintenance thereof shall also be subject to then -current City permitting requirements as set out in the City's Municipal Code Licensee agrees to comply with the current applicable ordinances regarding such installations and maintenance as well as any future regulations that may be adopted by the City related to such installations and maintenance Licensee shall apply for the appropriate permits and pay any standard and customary permit fees 6 4 Relocation and Displacement of Equipment 6 4 1 This Agreement creates no right for Licensee to receive any relocation assistance or payment for any reason under the Relocation Assistance Act, the Uniform Relocation Assistance Act, or under any existing or future law upon any termination of tenancy 6 4 2 Licensee understands and acknowledges that Licensor may require Licensee to relocate one or more of its Equipment installations Licensee shall, at Licensor's direction, and upon one hundred eighty (180) days' prior written notice to Licensee, relocate such Equipment at Licensee's sole cost and expense whenever Licensor reasonably determines that the relocation is needed 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 Equipment is interfering with or adversely affecting proper operation of Licensor -owned Municipal Facilities, or (c) to protect or preserve the public health or safety, including, but not limited to, the safe or efficient use of rights-of-way In any such case, Licensor shall use reasonable efforts to afford Licensee a reasonably equivalent alternate location If Licensee shall fail to relocate any Equipment as requested by the Licensor within the prescribed time, 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 costs and expenses incurred by the Licensor in performing any removal work and any storage of Licensee's property after removal within sixty (60) days of the date of a written demand for and evidence substantiating this payment from the Licensor 6 4 3 To the extent the Licensor has actual knowledge thereof, the Licensor will attempt promptly to inform Licensee of the displacement or removal of any Municipal Facility on which any Equipment is located 8 L lealdimlAgreements'MLA Template Crown Castle 9 23 t 9 doe 6 5 Relocations at Licensee's Request In the event Licensee desires to relocate any Equipment from one Municipal Facility to another, Licensee shall so advise Licensor Licensor will use reasonable efforts to accommodate Licensee by making another reasonably equivalent Municipal Facility available for use in accordance with and subject to the terms and conditions of this Agreement Licensor may require Licensee to submit an application and/or enter into a new Supplement for the prospective relocation site Licensee shall be liable for all costs of relocation, including any costs that Licensor may incur 6 6 Make Ready 6 6 1 Make Ready Work and Costs (a) Licensee shall bear responsibility for all Make -Ready Work If a Person other than Licensee or Licensor would have to rearrange or adjust any of its facilities in order to accommodate new Equipment, Licensee shall be responsible, at Licensee's sole expense, to coordinate such activity Licensee shall be responsible for directly paying such other Person for its charges for the same If Licensee is requested by another Person, in comparable circumstances, to relocate or adjust any Equipment to accommodate that Person's facilities, subject to Licensor's written approval of such relocation, Licensee shall reasonably cooperate with such request (b) Construction, installation, and operation of the Equipment shall be conditioned on the completion of all Make -Ready Work needed to establish full compliance with NESC, and with Licensor's regulatory rules and engineering standards, provided, however, that Licensee shall not be responsible for any third -party or Licensor costs necessary to correct third Party or Licensor attachments that are non-compliant at the time of Licensee's Application 6 6 2 Notification of Completion of Installation Within twenty (20) business days of completing the installation of Equipment on each Municipal Facility, Licensee shall notify Licensor of such completion 6 7 Replacement Facilities 6 7 1 Ownership of Replacement Facilities Licensee shall retain ownership of any approved Replacement Facility Licensor acknowledges that Licensee shall have the exclusive right to install, operate, maintain, modify, repair, and replace its Replacement Facilities, subject to any aesthetic or other applicable requirements of the Licensor Licensor acknowledges and agrees that Licensee may enter into subleases, sublicenses, or other use agreements with one or more third Party communications or other utility providers for the purpose of subleasing, licensing, or otherwise granting use rights to such providers on its Replacement Facilities, provided, however, that such third Party uses shall remain subject to any necessary permitting or approval requirements of the Licensor 6 7 2 Replacement Facility Installation If Licensee is performing Make -Ready Work, Licensee shall be responsible for providing and installing any approved Replacement Facility 6 8 Damage, Maintenance & Repair 9 L \ca\dim\Agreements'MLA Template Crown Castle 9 23 19 doc 6 8 1 Licensee shall, at its sole cost and expense and to the satisfaction of the Licensor (a) remove, repair, or replace any of its Equipment that is damaged or becomes detached, and/or (b) repair any damage to ROW, Municipal Facilities, or other property, whether public or private, caused by Licensee, its agents, employees, or contractors in their actions relating to attachment, operation, repair, or maintenance of Equipment Licensee shall complete such removal, repair, or replacement within thirty (30) days- of written notice 6 8 2 In the event a Replacement Facility needs to be replaced, repaired, or cleared from the ROW, Licensee shall conduct this work at Licensee's own expense In this case Licensee will notify Licensor at before beginning the work 6 8 3 If Licensee does not remove, repair, replace, or otherwise remediate such damage to its Equipment, Replacement Facility, or to the ROW, Municipal Facilities, or other property as required in this Section 6 8, the Licensor shall have the option to perform or cause to be performed such removal, repair, or replacement on behalf of Licensee and shall charge Licensee for the actual costs incurred by the Licensor If such damage causes a public health or safety emergency, as reasonably determined by Licensor, Licensor may immediately perform reasonable and necessary repair or removal work on behalf of Licensee and will notify Licensee as soon as practicable, provided, however, that such repair work shall not include any technical work on Licensee's Equipment Licensor shall have no obligation to maintain or safeguard the Equipment 6 8 4 Upon the receipt of a demand for payment substantiating such costs by the Licensor pursuant to this Section, Licensee shall, within sixty (60) days of such receipt, reimburse the Licensor for such costs 6 8 5 The terms of this Section 6 8 shall survive the expiration termination of this Agreement 6 9 Change in Equipment If Licensee desires to install Equipment which is different m any material way from the then -existing and approved Equipment, then Licensee shall first obtain the written approval for the use and installation of such Equipment from an authorized representative of the Licensor Any such approval shall take the form of an amendment to the applicable Supplement In addition to any other submittal requirements, and if requested by Licensor, Licensee shall provide "load" (structural) calculations for all Equipment changes In addition to the foregoing, Licensee shall comply with any other applicable City permitting or approval process for the Equipment change 6 10 Unauthorized Equipment If Licensor discovers any Equipment has been installed on Municipal Facilities without authorization pursuant to a Supplement, Licensor may send an invoice to Licensee for a sum equal to five(5) times the then -current License Fee as compensation for the unauthorized attachments, and, within sixty (60) days from the date of such invoice, Licensee shall (i) pay the invoiced amount to Licensor and submit an Application for the unauthorized Equipment, or (ii) produce documentation showing Licensor's prior approval of the Equipment identified in the invoice If, in accordance with this Section, Licensee fails to pay all fees and submit the Application or submit documentation satisfactorily showing Licensor's prior approval within sixty (60) days of Licensor's invoice, then Licensor may remove the unauthorized 10 L IcaldtmlAgreements\MLA remplate Crown Castle 9 23 19 doe Equipment at Licensee's expense If Licensor removes such unauthorized Equipment, then such Equipment shall become the property of Licensor, who shall have sole rights over such Equipment's disposition Licensor's removal of unauthorized Equipment shall not release Licensee from its obligation to pay those invoiced fees accruing pursuant to this Section 6 11 Termination of a Supplement 6 11 1 Licensee shall have the right to terminate any Supplement on thirty (30) days' notice to Licensor In the event of such termination, removal of Equipment associated with the terminated Supplement shall be governed by Section 6 12 below and Licensor shall retain any License Fee paid, without refund or setoff 6 11 2 Licensor shall have the right to terminate any Supplement in any of the following circumstances if Licensor determines the covered Equipment has been inoperative, or abandoned, for sixty (60) consecutive days, if Licensee's operation under a particular Supplement is deemed by Licensor to endanger or pose a threat to the public health, safety, or welfare or interfere with the normal day-to-day operation of any Licensor department or service, or Licensor is mandated by law, a court order or decision, or the federal, state, or local government to take certain actions that will cause or require the removal of Equipment Licensor shall provide written notice to Licensee regarding its intent to terminate the applicable Supplement pursuant to this Section, after which Licensee shall have thirty (30) calendar days to cure, or longer pursuant to the mutual agreement of Licensor and Licensee if the reason for termination cannot reasonably be cured with thirty (30) calendar days If Licensee does not cure within thirty (30) days following notice, or such other time period as previously contemplated, Licensor may then terminate the applicable Supplement upon written notice to Licensee 6 12 Removal of Equipment Within ninety (90) days after the expiration or earlier termination of a Supplement, Licensee shall promptly, safely, and carefully remove the Equipment covered by the terminated or expired Supplement from the applicable Municipal Facility and ROW Within thirty (30) days after the expiration or earlier termination of this Agreement, Licensee shall promptly, safely, and carefully remove all Equipment from all applicable Municipal Facilities and ROW If Licensee fails to complete removal work pursuant to this Section, then the Licensor, upon written notice to Licensee, shall have the right at the Licensor's sole election, but not the obligation, to perform this removal work and charge Licensee for the actual costs and expenses, including, without limitation, reasonable administrative costs Licensee shall pay to the Licensor actual costs and expenses Incurred by the Licensor in performing any removal work and any storage of Licensee's property after removal within sixty (60) days of the date of a written demand for and evidence substantiating the amount of the demand for payment from the Licensor After the Licensor receives the reimbursement payment from Licensee for the removal work performed by the Licensor, the Licensor shall promptly make available to Licensee the property belonging to Licensee and removed by the Licensor pursuant to this Section at no additional liability to the Licensor If the Licensor does not receive reimbursement payment from Licensee within such sixty (60) days. or if Licensor does not elect to remove such items at the Licensor's cost after Licensee's failure to so remove pursuant to this Section, or if Licensee does not remove Licensee's property within thirty (30) days of such property having been made available by the Licensor after Licensee's payment of removal reimbursement as described above, any items of Licensee's property remaining on or about the ROW or Municipal Facilities, or stored by the 11 L lcald}m\Agrecmcnts\MLA Template Crown Castle 9 23 19 doe Licensor after the Licensor's removal thereof, may, at the Licensor's option, be deemed abandoned and the Licensor may dispose of such property in any manner allowed for by Law AIternatively, the Licensor may elect to take title to the abandoned property, and Licensee shall submit to the Licensor an instrument satisfactory to the Licensor transferring to the Licensor the ownership of such property The provisions of this Section shall survive the expiration or earlier termination of this Agreement 6 13 Risk of Loss Licensee acknowledges and agrees that Licensee, subject to the terms of this Agreement, bears all risks of loss, damage, relocation, or replacement of its Equipment and materials installed in the ROW or on Municipal Facilities pursuant to this Agreement from any cause, and Licensor shall not be liable for any cost of replacement or of repair to damaged Equipment, including, without limitation, damage caused by the Licensor's removal of the Equipment, except to the extent that such loss or damage was caused by the willful misconduct or gross negligence of the Licensor, including, without limitation, each of its elected officials, department directors, managers, officers, agents, employees, and contractors, subject to the limitation of liability provided in Section 7 3 below 614 Hazardous Substances Licensee agrees that Licensee, its contractors, subcontractors, and agents, will not use, generate, store, produce, transport, or dispose any Hazardous Substance on, under, about or within the area of a ROW or Municipal Facility in violation of any Law Except to the extent of the gross negligence or intentional misconduct of Licensor, Licensee will pay, indemnify, defend, and hold Licensor harmless against and to the extent of any loss or liability incurred by reason of any Hazardous Substance produced, disposed of, or used by Licensee pursuant to this Agreement Licensee will ensure that any on-site or off- site storage, treatment, transportation, disposal or other handling of any Hazardous Substance will be performed by persons who are properly trained, authorized, licensed and otherwise permitted to perform those services 615 Inspection Licensor may conduct inspections of Equipment on Municipal Facilities Except in circumstances where Licensor has special reason to be concerned about potential violations or m case of an emergency, Licensor will give Licensee thirty (30) days' prior written notice of such inspections, and Licensee shall have the right to be present at and observe any such inspections Licensee shall pay Licensor for its reasonable costs for safety inspections performed for the purpose of determining if a safety violation of which Licensor has provided notice to Licensee has been corrected by Licensee 6 16 Access Prior to Licensee accessing its Equipment for non -emergency purposes, Licensee shall provide email notice, at least twenty-four (24) hours in advance, to the Licensor at the following email address cboatman(a�cityofredlands org In the event of an emergency at any time, Licensee will, if time permits, attempt to provide prior telephonic notice to the Licensor at the following telephone number (909) 798-7655 7 Indemnification and Waiver Licensee agrees to indemnify, defend, protect, and hold harmless the Licensor, its council members, officers, employees, agents and contractors from and against any and all claims, demands, losses, including pole warranty invalidation, damages, liabilities, fines, charges, penalties, administrative and judicial proceedings and orders, judgments, and all costs and expenses incurred in connection therewith, including reasonable 12 L Icaldim\Agreements\MIA Template Crown Castle 9.23. l9.doc attorney's fees and costs of defense (collectively, the "Losses") to the extent arising from, resulting from, or caused by Licensee's activities undertaken pursuant to this Agreement, including, without limitation, the construction, design, use, or operation of the Equipment or provision of the Services, except to the extent arising from or caused by the gross negligence or willful misconduct of the Licensor, its council members, officers, employees, agents, or contractors 7 1 Waiver of Claims Licensee waives any and all claims, demands, causes of action, and rights it may assert against the Licensor on account of any loss, damage, or injury to any Equipment or any loss or degradation of the Services as a result of any event or occurrence which is beyond the control of the Licensor 7 2 Waiver of Subrogation Licensee hereby waives and releases any and all rights of action for negligence, except gross negligence and wanton or willful acts or omissions, against Licensor which may hereafter arise on account of damage to Equipment, Municipal Facilities, or to the ROW, regardless of whether or not, or in what amounts, such insurance is now or hereafter carried by the Licensee This waiver and release shall apply between the Parties and shall also apply to any claims under or through either Party as a result of any asserted right of subrogation All such policies of insurance obtained by Licensee concerning the Municipal Facilities, Equipment, or the ROW shall waive the insurer's right of subrogation against the Licensor 7 3 Limitation on Consequential Damages Neither Party shall be liable to the other, or any of their respective agents, representatives, employees for any lost revenue, lost profits, loss of technology, rights or services, incidental, punitive, indirect, special or consequential damages, loss of data, or interruption or loss of use of service, even if advised of the possibility of such damages, whether under theory of contract, tort (including negligence), strict liability or otherwise 8 Performance bond In order to secure the performance of its obligations under this Agreement, Licensee will provide the following security instrument to the Licensor 8 1 Performance Bond Prior to the commencement of any work under this Agreement, Licensee must provide a performance bond running to the Licensor according to this Section The amount of the bond shall be based on the number of attachments in the following amounts Number of Municipal Facilities Required Secunty 1-50 $50,000 51-100 $75,000 101-300 $100,000 310-1000 $150,000 The performance bond is conditioned upon the faithful performance by Licensee of all the terms and conditions of this Agreement and upon the further condition that, if Licensee fails to comply with any terms or conditions governing this Agreement, there shall be recoverable jointly and 13 L Ica\dpmlAgreements\MLA Template Crown Castle 9 23 19 doe severally from the principal and surety of the bond any damage or loss suffered by the Licensor as a result, including, without limitation, the full amount of any compensation, indemnification, or costs of removal or abandonment of Licensee's property, plus costs and reasonable attorneys' fees up to the full amount of the performance bond Licensee shall keep the performance bond in place during the term of this Agreement 8 2 Assessment of the Bond The performance bond may be assessed by the Licensor for any failure by Licensee to pay Licensor an amount owed under this Agreement beyond any applicable notice and cure periods, including, but not limited to (a) Reimbursement of costs borne by the Licensor to correct violations of the Agreement not corrected by Licensee, after Licensor provides notice and a reasonable opportunity to cure such violations This shall include, without limitation, removal of Equipment (b) Providing monetary remedies or satisfying damages assessed against Licensee due to a material breach of this Agreement 8 3 Restoration of the Bond Licensee must deposit a sum of money or a replacement instrument sufficient to restore the performance bond to its original amount within sixty (60) days after written notice from the Licensor that any amount has been recovered from the performance bond Failure to restore the bond to its full amount within sixty (60) days will constitute a material breach of this Agreement Licensee will be relieved of the foregoing requirement to replenish the bond during the pendency of an appeal from the Licensor's decision to draw on the performance bond 8 4 Required Endorsement The performance bond is subject to the approval of the Licensor and must contain the following endorsement "This bond may not be canceled until sixty (60) days after receipt by the Licensor, by registered mail, return receipt requested, of a written notice of intent to cancel or not to renew 8 5 Reservation of Licensor Rights The rights reserved by Licensor with respect to the performance bond are in addition to all other rights and remedies Licensor may have under this Agreement or any other Law 8 6 Admitted Surety Insurer The surety supplying the bond shall be an 'admitted surety insurer", as defined in California Code of Civil Procedure Section 995 120 and authorized to do business in the State of California 8 7 Cash Deposit In lieu of obtaining a performance bond, Licensee shall have the right to instead deposit a cash deposit with Licensor securing Licensee's obligations under this Agreement 9 Insurance Licensee shall obtain and maintain at all times during the Term (a) Commercial General Liability insurance written on ISO form CG 00 01 or its equivalent with a limit of One Million Dollars ($1,000,000 00) per occurrence for bodily injury and property 14 L Icald.mlAgreementsllbtLA Template Crown Castle 9 23 19 doe damage and Two Million Dollars ($2,000,000 00) general aggregate including premises - operations, contractual liability, personal injury, and products completed operations, and (b) Commercial Automobile Liability insurance covering all owned, non -owned, and hired vehicles with a limit of One Million Dollars ($1,000,000 00) each accident for bodily injury and property damage The required insurance policies shall include the Licensor, its elected/appointed officials, commission members, officers, representatives, agents, and employees as additional insured as respects any covered liability caused, in whole or in part, by Licensee's performance of work under this Agreement Coverage shall be in an occurrence form and in accordance with the limits and provisions specified herein Upon receipt of notice from its Insurer, Licensee shall use its best efforts to provide the Licensor with thirty (30) days prior written notice of cancellation of any required coverage that is not replaced Licensee's indemnity and other obligations shall not be limited by the foregoing insurance requirements If Licensee fails, for any reason, to obtain or maintain insurance coverage required by this Agreement or fails to furnish certificates of insurance as detailed in Section 9 1, such failure shall be deemed a material breach of this Agreement, giving Licensor, in its discretion, the option to teiiiiinate this Agreement 9 1 Filing of Certificates and Endorsements Prior to the commencement of any work pursuant to this Agreement, Licensee shall file with the Licensor the required certificate(s) of insurance with blanket additional insured endorsements, which shall evidence the following (a) the policy number, name of insurance company, name and address of the agent or authorized representative, name and address of insured, project name, policy expiration date, and specific coverage amounts, (b) that Licensee's Commercial General Liability insurance policy is primary as respects any other valid or collectible insurance that the Licensor may possess, including any self-insured retentions the Licensor may have, and any other insurance the Licensor does possess shall be considered excess insurance only and shall not be required to contribute with this insurance, and (c) that Licensee's Commercial General Liability insurance policy waives any right of recovery the insurance company may have against the Licensor The certificate(s) of insurance with endorsements and notices shall be mailed to the Licensor at the address specified in Section 10 below 9 2 Workers' Compensation Insurance Licensee shall obtain and maintain at all times during the term of this Agreement statutory workers' compensation and employer's liability insurance in an amount of One Million Dollars ($1,000,000 00) per accident, per disease per employee, per disease policy limit and shall furnish the Licensor with a certificate showing proof of such coverage 9 3 Insurer Criteria Any insurance provider of Licensee shall be eligible to do business in the State of California and shall carry a minimum rating assigned by A M Best & Company's Key Rating Guide of "A" Overall and a Financial Size Category of "VII " 15 1 IcaldtmlAgreementsNLA Template Crown Castle 9 23 19 doe 9 4 Severability of Interest `Severability of interest" or "separation of insureds" clauses shall be made a part of the Commercial General Liability and Commercial Automobile Liability policies 9 5 Self -Insurance Notwithstanding the forgoing, Licensee may, in its sole discretion, self -insure any of the required insurance under the same terms as required by this Agreement In the event Licensee elects to self -insure its obligation under this Agreement to include Licensor as an additional insured, the following conditions apply (i) Licensor shall promptly and no later than thirty (30) days after notice thereof provide Licensee with written notice of any claim, demand, lawsuit, or the like for which it seeks coverage pursuant to this Section and provide Licensee with copies of any demands, notices, summonses, or legal papers received in connection with such claim, demand, lawsuit, or the like, (ii) Licensor shall not settle any such claim, demand, lawsuit, or the like without the prior written consent of Licensee, and (iii) Licensor shall fully cooperate with Licensee in the defense of the claim, demand, lawsuit, or the like 10 Notices 10 1 Method and Delivery of Notices All notices pursuant to this Agreement shall be in writing and delivered personally or transmitted (a) through the United States mail, by registered or certified mail, postage prepaid, or (b) by means of prepaid overnight delivery service, addressed as follows If to the Licensor If to the Licensee with a copy to City of Redlands 35 Cajon Street P 0 Box 3005 (mailing) Redlands, CA 92373 Attn City Clerk Email jdonaldson@cityofredlands org Company Crown Castle Fiber LLC Attn Contracts Management Re Wireless Installation on Public Structures (City of Redlands, CA) FA No Address 2000 Corporate Drive Canonsburg, PA 15317 Company Crown Castle Fiber LLC Attn Ken Simon, General Counsel Re Wireless Installation on Public Structures (City of Redlands, CA) FA No Address 2000 Corporate Drive Canonsburg, PA 15317 16 L Ica\dimlAgreements1MLA 1 =plate Crown Castle 9 23 19 doc 10 2 Date of Notices, Changing Notice Address Notices shall be deemed given upon receipt in the case of personal delivery, three days after deposit in the mail, or the next business day in the case of overnight delivery Either Party may from time to time designate any other address for this purpose by written notice to the other Party delivered in the manner set forth in this Section 11 Default Cure Remedies 11 1 Licensee Default and Notification This Agreement is granted upon each and every condition herein, and each of the conditions is a material and essential condition to the granting of this Agreement Except for causes beyond the reasonable control of Licensee, if Licensee fails to comply with any of the conditions and obligations imposed hereunder, and if such failure continues for more than thirty (30) days after written demand from the Licensor to commence the correction of such noncompliance on the part of Licensee, the Licensor shall have the right to revoke and terminate this Agreement by written notice to Licensee, if such failure is in relation to the Agreement as a whole, or any individual Supplement, if such failure is in connection solely with such Supplement, in addition to any other rights or remedies set forth in this Agreement or provided by law 11 2 Cure Period If the nature of the violation is such that it cannot be fully cured within thirty (30) days due to circumstances not under Licensee's control, the period of time in which Licensee must cure the violation shall be extended for such additional time reasonably necessary to complete the cure, provided that (a) Licensee has promptly begun to cure, (b) Licensee is diligently pursuing its efforts to cure, and (c) Licensee provides a timeline to complete its cure efforts and responds within forty-eight (48) hours of any status request by Licensor Licensor may not maintain any action or effect any remedies for default against Licensee, unless and until Licensee has failed to cure the breach within the time periods provided in these Sections 11 1 and 11 2 11 3 Licensor Default If Licensor breaches any covenant or obligation of Licensor under this Agreement in any manner, and if Licensor fails to commence to cure such breach within thirty (30) days after receiving written notice from Licensor specifying the violation (or if Licensor fails thereafter to diligently prosecute the cure to completion), then Licensee may enforce any and all of its rights and/or remedies provided under this Agreement or by Law 12 Assignment and Customer Equipment This Agreement shall be binding upon, and inure to the benefit of, the successors and assigns of the Parties 12 1 Licensee shall not assign this Agreement or its rights or obligations to any firm, corporation, individual, or other entity, without the pnor written consent of the other Party, which consent shall not be unreasonably withheld Notwithstanding the foregoing, upon thirty (30) days' written notice, either Party may assign this Agreement or its rights or obligations to (a) any entity that controls, Licensee may assign or transfer the rights and privileges granted herein to any parent or subsidiary of Licensee, to an entity with or into which Licensee may merge or consolidate, to an entity which Licensee is controlled by, or is under common control of a Party, or (b) in connection with the sale or other transfer of such entity or to any purchaser of all or substantially all of Licensee's assets in the FCC market area where the Equipment is 17 L Ica\dimlAgrecments'MLA Template Crown Castle 9 23 19 doe located with prior notice to Licensor but without the requirement for Licensor approval, so long as the successor provides written confirmation to Licensor that it is then fully liable to the Licensor for compliance with all terms and conditions of this Agreement The Licensee shall reimburse the Licensor for all direct and indirect costs and expenses reasonably incurred by the Licensor in considering a request to transfer or assign this Agreement 12 2 Licensee need not own all components of Equipment subject to this Agreement, and may permit its customers to maintain ownership of Equipment components However, (1) all Equipment must be wholly under the control and management of Licensee, and Licensee shall be liable for all acts or omissions, and all harms associated with the Equipment whether the same are its acts or omissions, or the acts or omissions of the owner of the Equipment, and (2) Licensee acknowledges and agrees that no rights of ownership in Equipment by Licensee's customers shall permit any such customer to enter upon, or use the any portion of the Municipal Facilities or the Equipment, in any other manner or at any other place, including to add to, or modify or install Equipment, which shall be Licensee's sole responsibility Further, Licensee may not install Equipment it does not own on Municipal Facilities, unless the entity for on whose behalf the Equipment has been installed acknowledges and agrees, in a form acceptable to the Licensor, that the Licensor has not granted it a consent to be in the ROW for any purpose, that it is bound by Licensee's representations, obligations and duties hereunder, that it shall have no rights or claims against the Licensor of any sort related to the Equipment or Municipal Facilities, that its Equipment may be subject to taxes, fees or assessments as provided in the Laws or the Agreement, and that Licensor may treat any Equipment owned by such entity as if it were owned by Licensee for all purposes (including, but not limited to, removal and relocation), and the Equipment may only be used for the purposes and uses permitted herein Such acknowledgement may be provided for all Equipment on Municipal Facilities, and need not be provided separately, site by site 13 Records Audits 13 1 Records Required by Code Licensee will maintain complete records pursuant to all applicable Laws 13 2 Additional Records The Licensor may require such additional reasonable non - confidential information, records, and documents from Licensee from time to time as are appropriate in order to reasonably monitor compliance with the terms of this Agreement 13 3 Production of Records Licensee shall provide such records within twenty (20) business days of a request by the Licensor for production of the same, unless additional time is reasonably needed by Licensee, in which case, Licensee shall have such reasonable time as needed for the production of the same If any person other than Licensee maintains records on Licensee's behalf, Licensee shall be responsible for making such records available to the Licensor for auditing purposes pursuant to this Section 13 4 Public Records Licensee acknowledges that information submitted to Licensor may be open to public inspection and copying under the Law 18 L Icaldjm\Agreementslivil A Template Crown Castle 9 23 19 doc 14 Miscellaneous Provisions The provisions that follow shall apply generally to the obligations of the Parties under this Agreement 14 1 Waiver of Breach The waiver by either Party of any breach or violation of any provision of this Agreement shall not be deemed to be a waiver or a continuing waiver of any subsequent breach or violation of the same or any other provision of this Agreement 14 2 Severability of Provisions If any one or more of the provisions of this Agreement shall be held by a court of competent jurisdiction in a final judicial action to be void, voidable, or unenforceable, such provision(s) shall be deemed severable from the remaining provisions of this Agreement and shall not affect the legality, validity, or constitutionality of the remaining portions of this Agreement 14 3 Contacting Licensee Licensee shall be available to the staff employees of any Licensor department having jurisdiction over Licensee's activities twenty-four (24) hours a day, seven days a week, regarding problems or complaints resulting from the attachment, installation, operation, maintenance, or removal of the Equipment The Licensor may contact by telephone the Licensee's network control center operator at telephone number 14 4 Governing Law, Jurisdiction This Agreement 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 Agreement, the Parties agree that trial of such action shall be vested exclusively in the state courts of San Bernardino County, California 14 5 Change of Law During the Initial Term, in the event that any legislative, regulatory, judicial, or other action ("New Law") affects the rights or obligations of the Parties or any term of the Agreement, the Parties agree that the Agreement shall nonetheless remain m effect until the end of the Initial Term unless mutually agreed to in writing by the Parties 14 6 Force Majeure Except for payment of amounts due, neither Party shall have any liability for its delays or its failure of performance due to fire, explosion, pest damage, power failures, strikes or labor disputes, acts of God, the elements, war, civil disturbances, acts of civil or military authorities or the public enemy, inability to secure raw materials, transportation facilities, fuel or energy shortages, or other causes reasonably beyond its control, whether or not similar to the foregoing 14 7 Attorneys' Fees Should any dispute arising out of this Agreement lead to litigation, the prevailing Party shall be entitled to recover its costs of suit, including (without limitation) reasonable attorneys' fees 14 8 'AS IS" condition of Municipal Facilities Municipal Facilities licensed to Licensee pursuant to this Agreement are licensed to and accepted by Licensee "as is" and with all faults The Licensor makes no representation or warranty of any kind as to the present or future condition of or suitability of the Municipal Facilities for Licensee's use and disclaims any and all warranties express or implied with respect to the physical, structural or environmental condition of the Municipal Facilities and their merchantability or fitness for a particular purpose 19 L Ica\dimlAgreements\MLA Template Crown Castle 9 23 l9 doe Licensee is solely responsible for investigation and determination of the condition and suitability of any Municipal Facility for Licensee's intended use 14 9 Representations and Warranties Each of the Parties to this Agreement represents and warrants that it has the full right, power, legal capacity, and authority to enter into and perform the Party's respective obligations hereunder and that such obligations shall be binding upon such Party without the requirement of the approval or consent of any other person or entity in connection herewith, except as provided in Section 4 2 above This Agreement shall not be revocable or terminable except as expressly permitted herein 1410 Amendment of Agreement This Agreement may not be amended except pursuant to a written instrument signed by both Parties 14 11 Entire Agreement This Agreement contains the entire understanding between the Parties with respect to the subject matter herein There are no representations, agreements, or understandings (whether oral or written) between or among the Parties relating to the subject matter of this Agreement which are not fully expressed herein In witness whereof, and in order to bind themselves legally to the terms and conditions of this Agreement, the duly authorized representatives of the Parties have executed this Agreement as of the Effective Date 14 12 Non -Exclusive Remedies No provision in this Agreement made for the purpose of securing enforcement of the terms and conditions of this Agreement shall be deemed an exclusive remedy or to afford the exclusive procedure for the enforcement of said terms and conditions, but the remedies herein provided are deemed to be cumulative 14 13 No Third -Party Beneficiaries It is not intended by any of the provisions of this Agreement to create for the public, or any member thereof, a third -Party beneficiary nght or remedy, or to authorize anyone to maintain a suit for personal injuries or property damage pursuant to the provisions of this Agreement The duties, obligations, and responsibilities of the Licensor with respect to third Parties shall remain as imposed by state law 14 14 Construction of Agreement The terms and provisions of this Agreement shall not be construed strictly in favor of or against either Party, regardless of which Party drafted any of its provisions This Agreement shall be construed in accordance with the fair meaning of its terms 1415 Effect of Acceptance Licensee accepts and agrees to comply with this Agreement and all Laws, 14 16 Time is of the Essence Time is of the essence with regard to the performance of all of Licensee's obligations under this Agreement 14 17 Taxes Licensee shall be responsible for payment of all fees and taxes charged in connection with the right, title, and interest in and construction, installation, maintenance, and operation of Equipment for the purposes set forth herein 14 18 Tax Notice Licensor hereby provides notice pursuant to California Revenue and Taxation Code Section 107 6, and Licensee acknowledges, that this Agreement may create a 20 L lcald;mlAgreementslMLA Template Crown Castle 9 23 19 doe possessory interest and Licensee may be subject to property taxes levied on such interest, as described in California Revenue and Taxation Code Section 107 6 Licensee shall pay directly to the appropriate authority, when due, all real and personal property taxes, fees, and assessments, assessed against the area licensed and the Equipment 14 19 Counterparts This Agreement (and any Supplement) may be executed in multiple counterparts, including by electronic means, each of which shall be deemed an original, and all such counterparts once assembled together shall constituted one integrated instrument [signature page to follow] 21 L 1candUm\Agreementslivll A Template Crown Castle 9 23 19.doc SIGNATURE PAGE TO MUNICIPAL FACILITY LICENSE AGREEMENT IN WITNESS THEREOF, the Parties have caused this Agreement to be legally executed as of the Effective Date City CITY OF REDLANDS By ATTEST Donaldson, Clerk Pau Licensee W Foster, Mayor CROWN CASTLE FIBER LLC By a Namuha O'Donnell Title Director - Contract Management Exhibits Exhibit A — Supplement Exhibit B — Application 22 L Ica1djm\Agreemen€s1MLA Template Crown Castle 9,23 l9,doc EXHIBIT A FORM OF SUPPLEMENT SUPPLEMENT This Supplement (`Supplement"), is approved by Licensor this day of 20 (the date executed by all Parties, referred herein as "Supplement Effective Date") 1 Supplement Licensee has submitted an application for approval to use a Municipal Facility pursuant to that certain Municipal Facility License Agreement between Licensor, , and Licensee, , dated , 20_ ("`Agreement") Licensor has reviewed the Application to Use Municipal Facility and grants approval subject to the terms of this Supplement All of the terms and conditions of the Agreement are incorporated herein by reference and made a part hereof without the necessity of repeating or attaching the Agreement In the event of a contradiction, modification, or inconsistency between the terms of the Agreement and this Supplement, the terms of this Supplement shall govern Capitalized terms used in this Supplement shall have the same meaning described for them in the Agreement unless otherwise indicated herein IF THE SUPPLEMENT IS NOT COUNTER -SIGNED BY LICENSEE AND RETURNED TO LICENSOR WITHIN 60 DAYS AFTER LICENSOR HAS GRANTED APPROVAL, THE SUPPLEMENT SHALL BE VOID AND OF NO LEGAL EFFECT IF LICENSEE STILL WANTS TO USE THE MUNICIPAL FACILITY, LICENSEE WILL BE REQUIRED TO SUBMIT A NEW APPLICATION AND ASSOCIATED FEES 2 Licensed Area Description and Location Licensee shall have the right to use the space on the specific Municipal Facility (the "Licensed Area") depicted in Attachment I attached hereto to install Equipment as further listed in Attachment 2 attached hereto 3 Equipment The Equipment to be installed at the Licensed Area is described in Attachment 2 and depicted in Attachment 1 4 Term The term of this Supplement shall commence on the Supplement Effective Date and continue for in the Term of the Agreement 5 License Fee The initial License Fee for this Supplement shall be as follows per year License Fee is subject to annual increase and is payable in accordance with Section 5 of the Agreement 6 Performance Bond The amount of the Performance Bond shall be 7 Miscellaneous [signature page follows] A-1 IN WITNESS THEREOF, the Parties hereto have caused this Supplement to be legally executed in duplicate, effective upon execution by both Parties Accepted Licensor By Name Title Date Licensee By Name Title Date Attachments Attachment 1 — Licensed Area Attachment 2 — Equipment List and Description A-2 Attachment 1 Licensed Area [site plan showing licensed area of applicable Municipal Facility and showing proposed Equipment installation] A-3 Attachment 2 Equipment List and Description A-4 EXHIBIT B APPLICATION TO USE MUNICIPAL FACILITY Applicant Date Licensee Application/License# Type of Municipal Facility Alteration Required Small Cell Equipment Heights (provide both (1) the overall height of pole structure with added facilities, and (2) the height of individual facilities) Small Cell and Base Equipment Weights Small Cell And Base Equipment Dimensions Location of Any Additional Equipment [street light] [Pole [Installed on Pole, specify [traffic light] Reinforceme attachment height, weight [other, specify] nt] and dimensions] [Pole [Installed on/in Ground Replacemen (Vault), specific t] dimensions] [None] [Other Location] [Not Applicable/Needed] APPLICANT SHALL PROVIDE THE FOLLOWING AS APPLICABLE • Site plan and engineering design and specifications for installation of Equipment, including the location of radios, antenna facilities, transmitters, equipment shelters, cables, conduit, point of demarcation, backhaul solution, electrical distribution panel, electric meter, and electrical conduit and cabling Where applicable, the design documents should include specifications on design, pole modification, and ADA compliance Also indicate whether [unmetered electricity] is available at the site • A load bearing study will be required as part of the final determination of pole viability and must be performed prior to issuance of permit • If the proposed installation will require reinforcement or replacement of an existing pole, provide applicable design and specification drawings, as part of the permit process • The number, size, type, and proximity to the facilities of all communications conduit(s) and cables to be Installed • Description of the utility services required to support the facilities to be installed • List of the contractors and subcontractors, and their contact information, authorized to work on the project, prior to issuance of permit • A check for ($ ) for the Application Fee B-1 APPLICANT REPRESENTATIVE PRINT NAME TITLE TELEPHONE EMAIL B-2 :CROWN CASTLE October 4, 2019 VIA FEDEX PRIORITY Attn Tabitha Kevari City of Redlands 35 Cajon St Suite 222 (2nd FIoor) Redlands, Ca 92373 Crown Castle 2000 Corporate Drive Canonsburg, PA 15317 RE PE Agreement - 50595702 Ms Kevari Enclosed please find two (2) partially executed onginal(s) of the above referenced agreement(s) for full execution Also included, is a copy of our COI Please kindly return one (1) fully executed original to my attention at the address below by November 3, 2019. If you have any questions regarding the agreement(s), please contact Javier Cardenas Network Real Estate Spec (949) 885-8849 Javier.Cardenas@crowncastle com Sincerely, Enn Bywaters Erin Bywaters@crowncastle com Contract Admin Specialist 2000 Corporate Drive Canonsburg, PA 15317 (724) 416-9206 The Foundation for a Wireless World CrownCastie.com Page 1 of 1 ACI nom' CERTIFICATE OF LIABILITY INSURANCE D09/30DDP/20) THIS CERTIFICATE 15 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 have ADDITIONAL INSURED provisions or 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 endorsements) PRODUCER Willis of Pennsylvania, Inc c/o 26 Century Blvd P 0 Box 305191 Nashville, TN 372305191 USA CONTACT NAME PHONE 'FAX 1-877-945-7378 1-888-467-2378 {AIC. No. Ett{) {AIC, No}. EMAIL c EDDRESS.ertificates@willis corn INSURER(5)AFFORDING COVERAGE [ NAIC # INSURERA. Federal Insurance Company 20281 INSURED Crown Castle international Sere Attached Named Insured List 1220 Augusta Dr Suite 600 Houston TX 77057 INSURERS National Union Fire Insurance Company of E. 19445 Berkshire HathawaySpecialty Insurance Coml 22276 INSURER C: P X INSURERD New Hampshire Insurance Company € 23841 INSURER E . INSURER F . COVERAGES CERTIFICATE NUMBER W13162322 REVISION NUMBER THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS INSR LTR TYPE OF INSURANCE ADDL INSR SOBR WVD POLICY EFF POLICY NUMBER (MMIDD/YYYY) POLICY EXP {MMIDDNYYY} LIMITS A'I X [ COMMERCIAL GENERAL LIABILITY % OCCUR Y IEACH 3605-3335 04/01/2019 l I 04/01/2020 OCCURRENCE $ 1 000 000 , CLAIMS -MADE [ DAMAGE TO RENTED PREMISES (Ea occurrence) $ 1,000,000 MED EXP (Any one person) $ 10 000 PERSONAL BAOVINJURY S 1,000,000 GEN'L X AGGREGATE LIMIT APPLIES POLICY JE OTHER. PER GENERAL AGGREGATE 5 2,000,000 LOC PRODUCTS COMP/OPAGG 5 2 000 000 S B AUTOMOBILE LIABILITY ANY AUTO SCHEDULED AUTOS NON -OWNED AUTOS ONLY Y CA 4993141 04/01/2019 04/01/2020 COMBINED SINGLE LIMIT accident) 5 1, 000 , 000 X _(Ea BODILY INJURY (Per person) $ OWNED AUTOS ONLY BODILY INJURY (Per accident) S HIRED AUTOS ONLY PROPERTY DAMAGE (Per accident) S $ C X UMBRELLALIAB ; X OCCUR CLAIMS -MADE 47-M10-303445-04 08/10/2019 04/01/2020 EACH OCCURRENCE $ 5,000,000 EXCESSLIAB AGGREGATE $ 5 000 000 3 DED 1 X1 RETENTIONS 25,000 $ D WORKERS COMPENSATION AND EMPLOYERS LIABILITY ANYPROPRIETOR/PARTNERJEXECUTIVE OFFICER/MEMBEREXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS Y! N N!A WC 012717225 04/01/2019 04/01/2020 X PER OTH STATUTE ER E.L EACH ACCIDENT 5 1 000 000 No E.L DISEASE EA EMPLOYEE 5 1,000,000 below E.L DISEASE POLICY LIMIT S 1 000,000 DESCRIPTION OF OPERATIONS ! LOCATIONS 1 VEHICLES (ACORD 101 Additional Remarks Schedule may be attached if more space is required) Site Location - Redlands MLA City of Redlands, its elected/appointed officials, commission members, officers, representatives, agents and employees are included as an Additional Insured under the General Liability and Auto La.aba.laty policies as their interest may appear and as required by written agreement and only with respect to the liability arising out of the operations performed by or on behalf of the Named Insured CERTIFICATE HOLDER CANCELLATION City of Redlands Attention. City Clerk 35 Ca3on Street P 0 Box 3005 Redlands, CA 92373 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS AUTHORIZED REPRESENTATIVE {� 1 ACORD 25 (2016!03) © 1988 2016 ACORD CORPORATION All rights reserved The ACORD name and logo are registered marks of ACORD SR 1n• 18599358 HATCH 1388317 Crown Castle International Corp Consolidated Subsidiaries as Named insureds Entity Name 7/23/19 Edition 24/7 Chesapeake Holdings, LLC 24/7 Mid -Atlantic Network of Virginia, LLC 24/7 Mid -Atlantic Network, LLC Access Fiber Group Holdings LLC Access Fiber Group, Inc AirComm of Avon LL C Atlantic Coast Communications LLC CA - CLEC LLC CC Castle International LLC CC Edge LLC CC Edge Solutions LLC CC Finance LLC CC FN Holdings LLC CC Holdings GS V LLC CC Site Acquisitions II LLC CC Sunesys Fiber Networks LLC CC TM PA LLC CC Towers Guarantor LLC CC Towers Holding LLC CC TS LLC CCATT Holdings LLC CCATT LCC CCATT PR LLC CCGS Holdings Corp COPE Acquisitions LLC CCPR VI Tower Newco LLC CCS & E LLC CCT2 Holdings LLC CCTM Holdings LLC CCTM1 LLC CCTM2 LLC CCTMO LLC Chesapeake Fiber, LLC Coastal Antennas LLC ComSite Venture Inc Coverage Plus Antenna Systems LLC Cross Connect Solutions, Inc (PA) Crown Atlantic Company LLC Crown Castle AS LLC Crown Castle Atlantic LLC Crown Castle Augusta LLC Crown Castle BP ATT LLC Crown Castle CA Corp Crown Castle Fiber Holdings Corp (formerly LTS Group Holdings LLC) Crown Castle Fiber Enterprise LLC (formerly Sunesys Enterprise LLC) Crown Castle Fiber LLC flkla Lightower Fiber Networks II, LLC Crown Castle GS III Corp Crown Castle GT Company LLC Crown Castle GT Corp Crown Castle GT Holding Sub LLC Crown Castle International Corp Crown Castle International Corp de Puerto Rico Crown Castle International LLC Crown Castle Investment Corp Crown Castle Investment II Corp Crown Castle MM Holding Corp Crown Castle MM Holding LLC Crown Castle MU LLC Crown Castle MUPA LLC Crown Castle NG Atlantic LLC Crown Castle NG Central LLC Crown Castle NG East LLC Crown Castle NG Networks LLC Crown Castle NG West LLC Crown Castle Operating Company Crown Castle Operatrng LLC Crown Castle Orlando Corp Crown Castle PR LLC Crown Castle PR Solutions LLC Crown Castle PT Inc Crown Castle Puerto Rico Corp Crown Castle Services LLC Crown Castle Solutions LLC Crown Castle South LLC Crown Castle TDC LLC Crown Castle TLA LLC Crown Castle Towers 05 LLC Crown Castle Towers 06-2 LLC Crown Castle Towers 09 LLC Crown Castle Towers LLC Crown Castle USA Inc Crown Communication LLC Crown Communication New York, Inc Crown Mobile Systems, Inc DAS Development Corporation Fiber Technologies Networks, L.L C (NY) Fibernet Direct Florida LLC Fibernet Direct Holdings LLC Fibernet Direct TEL LLC Fibernet Direct Texas LLC Fibertech Facilities Corp (NY) Fibertech Holdings Corp Fibertech Networks, LLC Freedom Telecommunications, LLC Global Signal Acquisitions II LLC Global Signal Acquisitions III LLC Crown Castle International Corp. Consolidated Subsidiaries as Named Insureds Entity Name 7/23/19 Edition Global Signal Acquisitions IV LLC Global Signal Acquisitions LLC Global Signal GP LLC Global Signal Holdings III LLC Global Signal Holdings IV LLC Global Signal Operating Partnership L.P Global Signal Services LLC GoldenState Towers, LLC GS Savings Inc GSPN Intangtbles LLC High Point Management Co LLC ICB Towers, LLC InfraSource FI LLC InSITE Fiber of Virginia LLC InSITE Solutions LLC Interstate Tower Communications LLC Intracoastal City Towers LLC IX2 Center, LLC IX2 Wilshire LLC JBCM Towers LLC Light Tower Clearinghouse LLC Light Tower Fiber New York, Inc (NY) Light Tower Holdings LLC P3 OASA-1, LLC P3 PISA 1, LLC PA - CLEC LLC Pinnacle San Antonio L L C Pinnacle St Louis LLC Pinnacle Towers Acquisition Holdings LLC Pinnacle Towers Acquisition LLC Pinnacle Towers Asset Holding LLC Pinnacle Towers Canada, Inc Pinnacle Towers III LLC Pinnacle Towers Limited Pinnacle Towers LLC Pinnacle Towers V Inc PR Site Development Corporation PR TDC Corporation Princeton Ancillary Services II LLC Princeton Ancillary Services III LLC Radio Station WGLD LLC RGP Tower Group, LLC Shaffer & Associates, Inc Sidera Networks UK Limited (UK) Siders Networks, Inc Sierra Towers, Inc Light Tower Management, Inc Sunesys Enterprise LLC nikla Crown Castle Fiber Enterprise LLC Light Tower Metro Fiber LLC Sunesys of Massachusetts, LLC Lightower Fiber Infrastructure Corp Sunesys of Virginia, Inc Lightower Fiber Networks I, LLC Sunesys, LLC Lightower Fiber Networks II, LLC nikla Crown Castle Fiber LLC Thunder Towers LLC LL Q1-18, LLC Tower Development Corporation LTS Buyer LLC Tower Systems LLC LTS Group Holdings LLC nikla Crown Castle Fiber Holdings Corp Tower Technology Company of Jacksonville LLC LTS Intermediate Holdings A LLC Tower Ventures III, LLC LTS Intermediate Holdings B LLC TowerOne 2012, LLC LTS Intermediate Holdings C LLC TowerOne Allentown 001, LLC Md7 Capitol One, LLC TowerOne Bethlehem 001, LLC Mobile Media California LLC TowerOne Doylestown, LLC Mobile Media National LLC TowerOne East Rockhill 001, LLC Modeo LLC TowerOne Marple, LLC MW Cell REIT 1 LLC TowerOne Middletown 001, LLC MW Cell TRS 1 LLC TowerOne Middletown 002, LLC NEON Transcom, Inc TowerOne Middletown 003, LLC NewPath Networks Holding LLC TowerOne North Coventry LLC NewPath Networks LLC TowerOne Partners, LLC NY - CLEC LLC TowerOne Richland, LLC OP 2 LLC TowerOne Upper Pottsgrove 002 LLC OP LLC TowerOne Upper Pottsgrove, LLC P3 CHB -1; LLC TowerOne Warminster 001, LLC P3 Holdings 2014 LLC TowerOne Warrington 002, LLC Crown Castle International Corp Consolidated Subsidiaries as Named Insureds Entity Name 7/23/19 Edition Towers Finco 11 LLC Towers Finco 111 LLC Towers Finco LLC TriStar Investors LLC TVHT, LLC WA - CLEC LLC WCP Wireless Lease Subsidiary LLC WCP Wireless Site Funding LLC WCP Wireless Site Holdco LLC WCP Wireless Site Non -RE Funding LLC WCP Wireless Site Non RE Holdco LLC WCP Wireless Site RE Funding LLC WCP Wireless Site RE Holdco LLC Wilcon Holdings LLC Wilcon Operations LLC Wilshire Connection, LLC Wilshire Services, LLC Wireless Funding, LLC Wireless Realty Holdings 11, LLC Wireless Revenue Properties, LLC Yankee Metro Parent, Inc Premium $200 00 Bond Number POA1001902 PERFORMANCE BOND KNOW ALL BY THESE PRESENTS, That we Crown Castle Fiber LLC as Principal, hereinafter called Principal, and Seneca insurance Company, Inc , a NY corporation, as Surety, hereinafter called Surety, are held and firmly bound untoCity of Redlands , as Obligee, hereinafter called Obligee, in the amount of Fifty Thousand Dollars and 00/100 Dollars ($ 50,000 00 ) for the payment of which sum, well and truly to be made, the said Principal and Surety bind themselves, and their heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents WHEREAS, as a condition of said Agreement requires Principal to provide a Bond Per Section 8 of the Municipal Facility License Agreement NOW, THEREFORE, THE CONDITION OF THE ABOVE OBLIGATION IS SUCH, That if Principal shall promptly and faithfully perform said agreement, then this obligation is void, otherwise to remain in full force and effect PROVIDED, HOWEVER, That 1 It shall be a condition precedent to any right of recovery hereunder, that in event of any default on the part of the Principal, a written statement of the particular facts of such default shall be forwarded to the Surety, within sixty (60) days of the occurrence of such default, delivered by registered mail to Surety at its Home Office in New Ynrk NY 2 That no action, lawsuit or proceeding shall be had or maintained against the Surety on this Bond unless the same be filed and properly served upon the Surety within one year from the effective date of the cancellation of the Bond 3 That no right of action shall accrue under this Bond to or for the use of a person or entity other than the Obligee, and its successors and assigns 4 This Bond shall become effective November 13, 2019 5 This Bond shall continue in full force and effect until canceled by the Surety by providing thirty (30) days written notice to the Obligee 6 The liability of the Surety shall in no event exceed the aggregate penal sum of the Bond penalty 7 If any conflict or inconsistency exists between the Surety's obligation or undertakings as described in the Bond and as described in the underlying document, then the terms of the Bond shall prevail IN WITNESS WHEREOF, The said Principal has signed and sealed this instrument on this /Sday of Novels,. n r , aol Crown Castle Fiber LLC erritieQ ess i ".f12 Cr 2;dfc < J ✓t r� 414A AgrivE IN WITNESS WHEREOF, The said Surety has signed and sealed this instrument on this 13th day of November , 2019 Seneca Insurance Company, Inc. By Donna M Planeta ,Attorney -in Fact COMMONWEALTH OF PENNSYLVANIA COUNTY OF WASHINGTON, TO WIT I, Sally Dioguardi, a Notary Public in and for the county aforesaid, do hereby certify that Jessica R Chiniewicz , who signed the foregoing wasting bearing date on the /5h day of Nacre m fie/ , 2019, for Crown Castle Fiber LLC, a corporation, has this day in my said county, before me, acknowledged the said writing to be the act and deed of said corporation Given under my hand this 15+h day of N° Ve-m bQc- , 2019 My commission expires Ape, f � a U z Du cub. Sall oeuardi Notary Public Commonwealth of Pennsylvania - Notary Seal Sally Dioguardi Notary Public Washington County My commission expires April 1, 2020 Commission number 1240888 Member, Pennsylvania Association of Notaries NOTARY ACKNOWLEDGMENT OF SURETY State of Connecticut County of Hartford ss On this the 13th day of November , 20 E 9 , before me, Kristopher Pisano, the undersigned officer, personally appeared Donna M Planeta , known to me (or satisfactorily proven) to be the person whose name is subscribed as Attorney -In -Fact for Seneca Insurance Company, Inc , and acknowledged that s/he executed the same as the act of his/her principal for the purposes therein contained In witness whereof I hereunto set my hand Signature of Notary Public Date Commission Expires September 30, 2024 Kristopher Pisano Printed Name of Notary KRISTOPr HER PCSANO NOTARY PUBLIC - CT 179836 MY COMMISSION EXPIRES SEPT. $p, 2024 POWER OF ATTORNEY SENECA INSURANCE COMPANY INC PRINCIPAL OFFICE NEW YORK, NEW YORK 92001 KNOW ALL MEN BY THESE PRESENTS That SENECA INSURANCE COMPANY, INC a corporation duly organized and existing under the laws of the State of New York, has made, constituted and appointed, and does hereby make, constitute and appoint Aimee R Perondine Aiza Anderson Bethany Stevenson Danielle D Johnson Donna M Planeta Jenny Rose Belen Phothirath„ Joshua Sanford Mercedes Phothirath Samuel E Begun Melissa J Stanton Lorna Monique Garcia Nicholas Turccamo Michelle Anne McMahon each, its true and ]awful Attorney(s)-In-Fact, with full power and authority hereby conferred in its name, place and stead, to execute, acknowledge and deliver Any and all bonds and undertakings of surety and other documents that the ordinary course of surety business may require, and to bind the Corporation thereby as fully and to the same extent as if such bonds or undertakings had been duly executed and acknowledged by the regularly elected officers of the Corporation at its principal office, in amounts or penalties not exceeding Fourteen Milton Two Hundred Thousand Dollais ($14,20,000) This Power of Attorney limits the act of those named therein to the bonds and undertakings specifically named therein, and they have no authority to bind the Company except in the manner and to the extent therein stated This Power of Attorney revokes all previous Powers of Attorney issued on behalf of the Attorneys In Fact named above and expires on 31 day of January month, 2020 year This Power of Attorney is granted pursuant to unanimous written consent passed the 19th day of September 2011 by the directors of Seneca Insurance Company, Inc in accordance with Article 11 Section 12 of the By Laws of Seneca Insurance Company, Inc Resolved that the President, Vice President, Secretary and Treasurer and each of them hereby is authorized to execute powers of attorney and such authority can be executed by use of facsimile signatures, which may be attested or acknowledged by any officer or attorney of the Company, qualifying the attorney or attorneys named in the given power of attorney to execute on behalf of, and acknowledge as the act and deed of the Company all bond undertakings and contracts of suretyship and to affix the corporate seal thereto IN WITNESS WHEREOF SENECA INSURANCE COMPANY, INC has caused these presents to be signed and attested by its appropriate officer and its corporate seal hereunto affixed this 11th day of March, 2019 Corporate Seal SENECA INSURANCE COMPANY, INC (a) i STATE OF NEW JERSEY Daniel Sussman ss Senior Vice President /c.( ,/ Laura Schneider Vice President COUNTY OF MORRIS On This 11th day of March 2019 before me a Notary Public personally appeared the above named officers Daniel Sussman and Laura Schneider who being duly sworn acknowledged that Attest they signed the above Power of Attorney as Senior Vice President and Vice President of the said SENECA INSUFIANCE COMPANY INC and acknowledged said instrument to be the voluntary Act and Deed of said Company They are both personally known to me :e. ( SONIA SCALA NOTARY PUBLIC OF NEW JERSEY MY COMMISSION EXPIRES 3/25!2024 Sonia Scala , Notary Public No 2163686 IN WETNESS W FIERFOF 1 have. hereunto sit my Hand and aftixecl the corpoi 1tt. sell of Seneca 1nst11once Company, bi. on the. 13th day of November 2019 S-0000SN (03/I9) EXHIBIT A FORM OF SUPPLEMENT SUPPLEMENT This Supplement ("Supplement"), is approved by Licensor this 1 lth day of November, 2019 (the date executed by all Parties, referred herein as "Supplement Effective Date") 1 Supplement Licensee has submitted an application for approval to use a Municipal Facility pursuant to that certain Municipal Facility License Agreement between Licensor, City of Redlands, and Licensee, Crown Castle Fiber LLC, dated 15th October, 2019 ("Agreement") Licensor has reviewed the Application to Use Municipal Facility and grants approval subject to the terms of this Supplement All of the terms and conditions of the Agreement are incorporated herein by reference and made a part hereof without the necessity of repeating or attaching the Agreement In the event of a contradiction, modification, or inconsistency between the terms of the Agreement and this Supplement, the terms of this Supplement shall govern Capitalized terms used in this Supplement shall have the same meaning described for them in the Agreement unless otherwise indicated herein IF THE SUPPLEMENT IS NOT COUNTER- SIGNED BY LICENSEE AND RETURNED TO LICENSOR WITHIN 60 DAYS AFTER LICENSOR HAS GRANTED APPROVAL, THE SUPPLEMENT SHALL BE VOID AND OF NO LEGAL EFFECT IF LICENSEE STILL WANTS TO USE THE MUNICIPAL FACILITY, LICENSEE WILL BE REQUIRED TO SUBMIT A NEW APPLICATION AND ASSOCIATED FEES 2 Licensed Area Description and Location Licensee shall have the right to use the space on the specific Municipal Facility (the "Licensed Area") depicted in Attachment 1 attached hereto to install Equipment as further listed in Attachment 2 attached hereto CC Node ID. SCL CITRUS A3 Address. 2551/3 E Highland Ave , Redland, CA 92373 Lat/Long 34 04345 / -117 16803 3 Equipment The Equipment to be installed at the Licensed Area is described in Attachment 2 and depicted in Attachment 1 4 Term The term of this Supplement shall commence on the Supplement Effective Date and continue for in the Term of the Agreement 5 License Fee The initial License Fee for this Supplement shall be as follows per yeas $270 00 License Fee is subject to annual increase and is payable in accordance with Section 5 of the Agreement 6 Performance Bond The amount of the Performance Bond shall be 550,000.00 7 Miscellaneous [signatui e page follows] A-1 IN WITNESS THEREOF, the Parties hereto have caused this Supplement to be legally executed in duplicate, effective upon execution by both Parties ATTEST: Donaldson, City Clerk Accepted Licensor City of Redlands By Name Paul. W Foster Title Mayor Date 11/11/1 Licensee CROWN CASTLE FIBER LLC By Name M. yers Title G i rnment Relations Manager Date 11/11/19 Attachments Attachment 1— Licensed Area Attachment 2 — Equipment List and Description A-2 Attachment 1 Licensed Area [site plan showing Iicensed area of applicable Municipal Facility and showing proposed Equipment installation] Per the submitted CD's included Attachment 2 Equipment List and Description Equipment List Description Top Mount Shroud Bouchard Antenna Amphenol / Commscope _RRU Radio Units Ericsson Power Supply Ericsson A-4 EXHIBIT B APPLICATION TO USE MUNICIPAL FACILITY Applicant Ron Enalen Date November 11, 2019 Licensee Crown Castle Fiber LLC Application/License# ESC19-00003 (SCL CITRUS A3) Type of Municipal Facility Alteration Required Small Cell Equipment Heights (provide both (1) the overall height of pole structure with added facilities and (2) the height of individual facilities) Small Cell and Base Equipment Weights Small Cell And Base Equipment Dimensions Location of Any Additional Equipment Street light Replacement (1) 36' 6" (2) 32 (top of SL) 507 lbs 88 89Hx 24 25D (in) N/A APPLICANT SHALL PROVIDE THE FOLLOWING AS APPLICABLE • Site plan and engineering design and specifications for installation of Equipment, including the location of radios, antenna facilities, transmitters, equipment shelters, cables, conduit, point of demarcation, backhaul solution, electrical distribution panel, electric meter, and electrical conduit and cabling Where applicable, the design documents should include specifications on design, pole modification, and ADA compliance Also indicate whether [unmetered electricity] is available at the site • A load bearing study will be required as part of the final determination of pole viability and must be performed prior to issuance of permit • If the proposed installation will require reinforcement or replacement of an existing pole, provide applicable design and specification drawings, as part of the permit process • The number, size, type, and proximity to the facilities of all communications conduit(s) and cables to be installed • Description of the utility services required to support the facilities to be installed • List of the contractors and subcontractors, and their contact information, authorized to work on the project, prior to issuance of permit • A check for SCL CITRUS A3 (S ) for the Application Fee B-1 APPLICANT REPRESENTATIVE PRINT NAME Ron Enalen TITLE Project Manager TELEPHONE (949) 344-7843 EMAIL Ron Enalen@a crowncastle com EXHIBIT A FORM OF SUPPLEMENT SUPPLEMENT This Supplement ("Supplement"), is approved by Licensor this 11th day of November, 2019 (the date executed by all Parties, referred herein as "Supplement Effective Date") 1 Supplement Licensee has submitted an application for approval to use a Municipal Facility pursuant to that certain Municipal Facility License Agreement between Licensor, City of Redlands, and Licensee, Crown Castle Fiber LLC, dated 15th October, 2019 ("Agreement") Licensor has reviewed the Application to Use Municipal Facility and grants approval subject to the terms of this Supplement All of the terms and conditions of the Agreement are incorporated herein by reference and made a part hereof without the necessity of repeating or attaching the Agreement In the event of a contradiction, modification, or inconsistency between the terms of the Agreement and this Supplement, the terms of this Supplement shall govern Capitalized terms used in this Supplement shall have the same meaning described foi them in the Agreement unless otherwise indicated herein IF THE SUPPLEMENT IS NOT COUNTER- SIGNED BY LICENSEE AND RETURNED TO LICENSOR WITHIN 60 DAYS AFTER LICENSOR HAS GRANTED APPROVAL, THE SUPPLEMENT SHALL BE VOID AND OF NO LEGAL EFFECT IF LICENSEE STILL WANTS TO USE THE MUNICIPAL FACILITY, LICENSEE WILL BE REQUIRED TO SUBMIT A NEW APPLICATION AND ASSOCIATED FEES 2 Licensed Area Description and Location Licensee shall have the right to use the space on the specific Municipal Facility (the "Licensed Area") depicted in Attachment 1 attached hereto to install Equipment as further listed in Attachment 2 attached hereto CC Node ID SCL CITRUS B5 Address: 1483 113 W Cypress Ave., Redlands, CA 92373 Lat/Long• 34 03561 / -117 19760 3 Equipment The Equipment to be installed at the Licensed Area is described in Attachment 2 and depicted in Attachment 1 4 Term The term of this Supplement shall commence on the Supplement Effective Date and continue foi in the Term of the Agreement 5 License Fee The initial License Fee foi this Supplement shall be as follows per year 5270 00 License Fee is subject to annual increase and is payable in accordance with Section 5 of the Agreement 6 Performance Bond The amount of the Performance Bond shall be $50,000.00 7 Miscellaneous [szgnatui e page follows] A-1 IN WITNESS THEREOF, the Parties hereto have caused this Supplement to be legally executed in duplicate, effective upon execution by both Parties ATTEST. ne Donaldson, City Clerk Accepted Licensor City of Redlands B(*Y2J)0Name ul W. Foster Title Mayo Date 1( 1971 `i Licensee CROWN CASTLE FIBER LLC By Name Mar yers Title. Government Relations. Manager Date 11/11/19 Attachments Attachment 1 — Licensed Area Attachment 2 — Equipment List and Description A-2 Attachment 1 Licensed Area [site plan showing licensed area of applicable Municipal Facility and showing proposed Equipment installation] Per the submitted CD's included Attachment 2 Equipment List and Description Equipment List Description Top Mount Shroud Bouchard Antenna Amphenol / Commscope RRU Radio Units Ericsson Power Supply Ericsson A-4 EXHIBIT B APPLICATION TO USE MUNICIPAL FACILITY Applicant Ron Enalen Date November 11 2019 Licensee Crown Castle Fiber LLC Application/License# ESC19-00006 (SCL CITRUS B5) Type of yp Municipal Facility Alteration Required Small Cell Equipment Heights (provide both (1) the verall height of pole structure with added facilities, and (2) the height of individual facilities) Small Cell and Base Equipment Weights Small Cell And Base Equipment Dimensions Location of Any Additional Equipment St, eet light Replacement (1) 30 6 (2) 26' (top of SL) 507 lbs 88 89Hx 24 25D (in) N/A APPLICANT SHALL PROVIDE THE FOLLOWING AS APPLICABLE • Site plan and engineering design and specifications for installation of Equipment, including the location of radios, antenna facilities, transmitters, equipment shelters, cables, conduit, point of demarcation, backhaul solution, electrical distribution panel, electric meter, and electrical conduit and cabling Where applicable, the design documents should include specifications on design, pole modification, and ADA compliance Also indicate whether [unmetered electricity] is available at the site • A load bearing study will be required as part of the final determination of pole viability and must be performed prior to issuance of permit • If the proposed installation will require reinforcement or replacement of an existing pole, provide applicable design and specification drawings, as part of the permit process • The number, size, type, and proximity to the facilities of all communications conduit(s) and cables to be installed • Description of the utility services required to support the facilities to be installed • List of the contractors and subcontractors, and then contact information, authorized to work on the project, prior to issuance of permit • A check for SCL CIRRUS B5 (S ) foi the Application Fee B-1 APPLICANT REPRESENTATIVE(-0c7a--- , PRINT NAME Ron Enalen TITLE Project Manager TELEPHONE (949) 344-7843 EMAIL Ron Enalen@crowncastle corn EXHIBIT A FORM OF SUPPLEMENT SUPPLEMENT This Supplement ("Supplement"), is approved by Licensor this 11th day of November, 2019 (the date executed by all Parties, referred herein as "Supplement Effective Date") 1 Supplement Licensee has submitted an application for approval to use a Municipal Facility pursuant to that certain Municipal Facility License Agreement between Licensor, City of Redlands, and Licensee, Crown Castle Fiber LLC, dated 15th October, 2019 ("Agreement") Licensor has reviewed the Application to Use Municipal Facility and grants approval subject to the terms of this Supplement All of the terms and conditions of the Agreement are incorporated herein by reference and made a part hereof without the necessity of repeating or attaching the Agreement In the event of a contradiction, modification, or inconsistency between the terms of the Agreement and this Supplement, the terms of this Supplement shall govern Capitalized terms used in this Supplement shall have the same meaning described foi them in the Agreement unless otherwise indicated herein IF THE SUPPLEMENT IS NOT COUNTER- SIGNED BY LICENSEE AND RETURNED TO LICENSOR WITHIN 60 DAYS AFTER LICENSOR HAS GRANTED APPROVAL, THE SUPPLEMENT SHALL BE VOID AND OF NO LEGAL EFFECT IF LICENSEE STILL WANTS TO USE THE MUNICIPAL FACILITY, LICENSEE WILL BE REQUIRED TO SUBMIT A NEW APPLICATION AND ASSOCIATED FEES 2 Licensed Area Description and Location Licensee shall have the right to use the space on the specific Municipal Facility (the "Licensed Area") depicted in Attachment I attached hereto to install Equipment as further listed in Attachment 2 attached hereto CC Node ID: SCL REDCC A4 Address. 1703 1/3 Sarrita Drive, Redlands, CA 92373 Lat/Long 34 02592 1-117 15310 3 Equipment The Equipment to be installed at the Licensed Area is described in Attachment 2 and depicted m Attachment 1 4 Term The term of this Supplement shall commence on the Supplement Effective Date and continue for in the Term of the Agreement 5 License Fee The initial License Fee foi this Supplement shall be as follows per year $270.00 License Fee is subject to annual increase and is payable in accordance with Section 5 of the Agreement 6 Performance Bond The amount of the Performance Bond shall be $50,000 00 7 Miscellaneous `signature page follows] A-1 IN WITNESS THEREOF, the Parties hereto have caused this Supplement to be legally executed in duplicate, effective upon execution by both Parties ATTEST ne Donaldson, City Clerk Accepted Licensor City of Redlands By Gouia. Name Paul W. Foster Title Mayor Date 1V57(-9 Licensee - CROWN CASTLE FIBER LLC By __ Name M. ?' M ers Title. Go ernment Relations Manager Date 11/11/19 Attachments Attachment 1 — Licensed Area Attachment 2 — Equipment List and Description A-2 Attachment 1 Licensed Area [site plan showing licensed area of applicable Municipal Facility and showing proposed Equipment installation] Per the submitted CD's included Attachment 2 Equipment List and Description Equipment List Description Top Mount Shroud Bouchard Antenna Amphenol / Commscope RRU Radio Units Ericsson Power Supply Ericsson A-4 EXHIBIT B APPLICATION TO USE MUNICIPAL FACILITY Applicant Ron Enalen Date November 11, 2019 Licensee Crown Castle Fiber LLC Apphcation/License# ESC19-00016 (SCL REDCC A4) Type of Municipal p Facility Alteration Required q Small Cell Equipment Heights (provide both (1) the overall height of pole structure with added facilities, and (2) the height of individual facilities) Small Cell and Base Equipment Weights Small Cell And Base Equipment Dimensions Location of Any Additional Equipment Street light Replacement (1) 29' 6" (2) 25' (top of SL) 507 lbs 88 89Hx 24 25D (tn) N/A APPLICANT SHALL PROVIDE THE FOLLOWING AS APPLICABLE • Site plan and engineering design and specifications for installation of Equipment, including the location of radios, antenna facilities, transmitters, equipment shelters, cables, conduit, point of demarcation, backhaul solution, electrical distribution panel, electric meter, and electrical conduit and cabling Where applicable, the design documents should include specifications on design, pole modification, and ADA compliance Also indicate whether [unmetered electricity] is available at the site • A load bearing study will be required as part of the final determination of pole viability and must be performed prior to issuance of permit • If the proposed installation will require reinforcement or replacement of an existing pole, provide applicable design and specification drawings, as part of the permit process • The number, size, type, and proximity to the facilities of all communications conduit(s) and cables to be installed • Description of the utility services required to support the facilities to be installed • List of the contractors and subcontractors, and their contact information, authorized to work on the project, pnor to issuance of permit • A check for SCL REDCC A4 ($ ) for the Application Fee B-1 APPLICANT REPRESENTATIVE PRINT NAME Ron Enalen TITLE Project Manager TELEPHONE (949) 344-7843 EMAIL Ron Enalen@crowncastle com EXHIBIT A FORM OF SUPPLEMENT SUPPLEMENT This Supplement ("Supplement"), is approved by Licensor this 11th day of November, 2019 (the date executed by all Parties, referred herein as "Supplement Effective Date") 1 Supplement Licensee has submitted an application for approval to use a Municipal Facility pursuant to that certain Municipal Facility License Agreement between Licensor, City of Redlands, and Licensee, Crown Castle Fiber LLC, dated 15th October, 2019 ("Agreement") Licensor has reviewed the Application to Use Municipal Facility and grants approval subject to the terms of this Supplement All of the terms and conditions of the Agreement are incorporated herein by reference and made a part hereof without the necessity of repeating or attaching the Agreement In the event of a contradiction, modification, or inconsistency between the terms of the Agreement and this Supplement, the terms of this Supplement shall govern Capitalized terms used in this Supplement shall have the same meaning described for them in the Agreement unless otherwise indicated herein IF THE SUPPLEMENT IS NOT COUNTER- SIGNED BY LICENSEE AND RETURNED TO LICENSOR WITHIN 60 DAYS AFTER LICENSOR HAS GRANTED APPROVAL, THE SUPPLEMENT SHALL BE VOID AND OF NO LEGAL EFFECT IF LICENSEE STILL WANTS TO USE THE MUNICIPAL FACILITY, LICENSEE WILL BE REQUIRED TO SUBMIT A NEW APPLICATION AND ASSOCIATED FEES 2 Licensed Area Description and Location Licensee shall have the right to use the space on the specific Municipal Facility (the "Licensed Area") depicted in Attachment 1 attached hereto to install Equipment as further listed in Attachment 2 attached hereto CC Node ID SCL REDCC A3 Address: 1603 1/3 Elizabeth St., Redlands, CA 92373 Lat/Long 34 03089 1-117 16404 3 Equipment The Equipment to be installed at the Licensed Area is described in Attachment 2 and depicted in Attachment 1 4 Term The term of this Supplement shall commence on the Supplement Effective Date and continue foi in the Term of the Agreement 5 License Fee The initial License Fee for this Supplement shall be as follows per yeas $270 00 License Fee is subject to annual increase and is payable in accordance with Section 5 of the Agreement 6 Performance Bond The amount of the Performance Bond shall be $50 000 00 7 Miscellaneous [signator e page follows] A-1 IN WITNESS THEREOF, the Parties hereto have caused this Supplement to be legally executed in duplicate, effective upon execution by both Parties ATTEST. Donaldson, City Clerk Accepted Licensor City of Redlands Name Paul W Foster Title Mayor Date II/ II// Licensee CROWN CASTLE FIBER LLC B Y Name Mar yens Title Government Relations Manager Date 11/11/19 Attachments Attachment 1 — Licensed Area Attachment 2 — Equipment List and Description A-2 Attachment 1 Licensed Area [site plan showing licensed area of applicable Municipal Facility and showing proposed Equipment installation] Per the submitted CD's included Attachment 2 Equipment List and Description Equipment List Description Top Mount Shroud Bouchard Antenna Amphenol / Commscope RRU Radio Units Ericsson Power Supply Ericsson A-4 EXHIBIT B APPLICATION TO USE MUNICIPAL FACILITY Applicant Ron Enalen Date November 11, 2019 Licensee Crown Castle Fiber LLC Application/License# ESC19--00015 / (SCL REDCC A3) Type of Municipal p Facility Alteration Required q Small Cell Equipment Heights (provide both (I) the overall height of pole structure with added facilities and (2) the height of individual facilities) Small Cell and Base Equipment Weights Small Cell And Base Equipment Dimensions Location of Any Additional Equipment Street light Replacement (1) 31' 6" (2) 27' (top of SL) 507 lbs 88 89Hx 24 25D (in) N/A APPLICANT SHALL PROVIDE THE FOLLOWING AS APPLICABLE • Site plan and engineering design and specifications for installation of Equipment, including the location of radios, antenna facilities, transmitters, equipment shelters, cables, conduit, point of demarcation, backhaul solution, electrical distribution panel, electric meter, and electrical conduit and cabling Where applicable, the design documents should include specifications on design, pole modification, and ADA compliance Also indicate whether [unmetered electricity] is available at the site • A load bearing study will be required as part of the final determination of pole viability and must be performed prior to issuance of permit • If the proposed installation will require reinforcement or replacement of an existing pole, provide applicable design and specification drawings, as part of the permit process • The number, size, type, and proximity to the facilities of all communications conduit(s) and cables to be installed • Description of the utility services required to support the facilities to be installed • List of the contractors and subcontractors, and their contact information, authorized to work on the project, prior to issuance of permit • A check for SCL REDCC A3 ($ ) for the Application Fee B-1 �APPLICANT REPRESENTATIVE (------ PRINT NAME Ron Enalen TITLE Project Manager TELEPHONE (949) 344-7843 EMAIL Ron Enalen@crowncastle corn.