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2013-23 NewPath Networks, LLC - Telecommunication Antenna System
Tiff 0# 4Ciabta P.O. Box 1504 LA QUINTA, CA 92247-1504 78-495 CALLE TAMPICO LA QUINTA, CA 92247-1504 March 7, 2013 NewPath Networks, LLC c/o Crown Castle USA Inc. Attn: Legal Department-DAS E. Blake Hawk, General Counsel 2000 Corporate Drive Canonsburg, PA 15317-8564 OFFICE OF THE CITY CLERK (760) 777-7103 FAX (760) 777-7107 Re: Right -of -Way Use and License Agreement for Installing, Maintaining and Operating a Distributed Antenna System at multiple locations within the City of La Quinta Dear Mr Hawk: Enclosed is a fully -executed original agreement for the above -mentioned services. Should you have any questions, please contact Tim Jonasson, Public Works Director, at (760) 777-7042. Sincerely, SIA-014\- Susan Maysels City Clerk Enclosure cc: Tim Jonasson, Public Works Director NewPath Networks - Contract Management File waif 4 elePathilai MEMORANDUM TO: Frank J. Spevacek, City Manager FROM: Les Johnson, Community Development Director DATE: February 26, 2013 RE: NewPath Networks, LLC., a New Jersey limited liability company, Right of Way Use and License Agreement Related to the Installation of Wireless Telecommunication Distributed Antenna System Facilities in the Public Right of Way Attached for your signature are three (3) original contracts/agreements between NewPath Networks, LLC., a New Jersey limited liability company and the City of La Quinta for the project or services referenced above. Please sign and return both originals to the City Clerk for final distribution. Requesting department shall check and attach the items below as appropriate: A Conflict of Interest Form 700 Statement of Economic Interests from Consultant(s) is attached with no reportable interests in LQ or reportable interests X A Conflict of Interest Form 700 Statement of Economic Interests is not required because this Consultant does not meet the definition in FPPC regulation 18701(2). Authority to execute this agreement is based upon: X Approved by the City Council on 2/5/13 date City Manager's signature authority provided under Resolution No. 2005-095 Public Works projects for $30,000 or less. City Manager's signature authority provided under Resolution No. 2005-096 Service agreements for $30,000 or less. City Manager's signature authority provided under Contract Change Order Policy Contracts under $100,000= 10% max, contracts over $100,000= $25,000 max The following required documents are attached to the agreement: X Insurance certificates as required by the agreement (initialed by (4isk Manager on 2/14/13 date) X Performance bonds as required by the agreement (originals) — NOT REQUIRED X City of La Quinta Business License (copy or note number & expiration date here 11 /30/2013 1 RIGHT-OF-WAY USE AND LICENSE AGREEMENT BETWEEN THE CITY OF LA QUINTA AND NEWPATH NETWORKS, LLC This Right -of -Way Use and License Agreement ("Agreement") is entered into as of 2013 ("Effective Date") by and between the City of La Quints, a municipal, corporation (the "City"), and NewPath Networks, LLC, a New Jersey limited liability company ("NewPath"). RECITALS A. NewPath represents that it owns, maintains, operates and controls, in accordance with regulations promulgated by the Federal Communications Commission and the California Public Utilities Commission ("PUC"), telecommunications networks serving NewPath's wireless carrier customers through fiber -fed distributed antenna system facilities in public rights -of -way ("ROW"), and on private property, in the State of California. B. NewPath represents that it is a competitive local exchange carrier ("CLEC") that holds a valid full -facilities -based certificate of public convenience and necessity ("CPCN") issued by the PUC on April 13, 2006 (Decision 06-04-030). C. For purposes of installing, maintaining, and operating a distributed antenna system (the "Network"), NewPath seeks to (i) enter the City's ROW for purposes of, among other things accessing City -owned light poles, and (ii) enter upon City -owned property located in Eisenhower Park for purposes of, among other things, accessing a City -owned light pole. The Network will be used to provide wireless telecommunications and data services to the residents and visitors of the City ("Services"). The Network will be designed to accommodate MetroPCS as a carrier providing the Services. The Network may also allow up to two additional carriers, besides MetroPCS, to provide the Services from the Network ("Additional Carriers"). D. Some features of the Network include, without limitation, antenna nodes, fiber repeaters and related equipment in a configuration substantially similar to the construction drawings and elevations depicted in Exhibit A, attached hereto and incorporated herein by reference, and to be located on _ streetlights at certain locations described and diagrammed in Exhibit B, attached hereto and incorporated herein by reference ("DAS Facilities"). E. NewPath and the City each contend that they have certain rights with regard to the deployment of telecommunications infrastructure in the public rights of way, which rights are derived from, but not limited to California Public Utilities Code sections 1001, 7901, 7901.1, and California Government Code section 50030. In consideration of the Recitals set forth above, the terms and conditions of this Agreement and other valuable consideration, the adequacy of which is hereby acknowledged, the parties agree as follows: 309fli 44k ia310103 -1- ARTICLE 1 INSTALLATION OF THE NETWORK 1.1 Permitted Installation. Provided it complies with this Agreement and all applicable City processes, procedures and requirements, including, without limitation, those requirements set forth in City's Wireless Telecommunications Facilities Ordinance, La Quinta Municipal Code Chapter 9.170 ("Telecommunications Ordinance"), NewPath may at NewPath's sole cost and expense and during the term of this Agreement, locate, place, attach, install, operate, use, control, repair, upgrade, enhance and maintain the Network at the locations depicted on Exhibit B; provided, however, that the volume, location and physical configuration of the Network locations depicted on Exhibit B shall not be altered without the City's prior written consen, which consent shall not be unreasonably withheld. NewPath shall undertake and perform any work authorized by this Agreement in a skillful and workmanlike mariner. 1.2 Expansion of the Network. During the term of this Agreement, NewPath may, pursuant to the prior written approval and/or any and all permits required by the City, expand the Network by using other locations within the City's ROW not described in Exhibit B. In such an event, the parties may, in their respective sole and absolute discretion, enter into an amendment to this Agreement that modifies Exhibit B to reflect the additional locations in the City's ROW that NewPath desires to use. Except as otherwise agreed to by the parties in writing, any expansion of the Network pursuant to this Section 1.2 shall be subject to the terms and conditions of this Agreement. 1.3 Permits. NewPath shall obtain any and all permits relating to the installation of the Network, including without limitation, those permits listed below (the "Permits"). 1.4.1 Encroachment Permits. NewPath shall obtain any necessary encroachment permits from the City for the installation of the Network and for any other work necessary to install the Network if required by the City's Municipal Code ("Code"). 1.4.2 Building Permits. NewPath shall obtain any necessary building permits from the City for the installation of the Network and for any other work necessary to install the Network, if required by the Code. 1.4.3 Conditional Use Permits. NewPath shall obtain any and all necessary conditional use permits, as required by the Code. 1.4.3 Compliance with Permits. All work within the City's ROW shall be performed in strict compliance with the applicable Permits and all applicable regulatory requirements. 1.4 Coordination of Excavation with Other Permittees. At least thirty (30) days prior to commencing excavation work in the City's ROW pursuant to this Agreement, NewPath shall notify in writing, on a form approved by the City, other existing or potential users ("User") of the City's ROW which are (a) shown on the list of users maintained by the City; and (b) are likely to be affected by such excavation work. The notice shall describe the work to be performed, the specific ROW of the City that will be used, and the time when such work will be performed. Each User receiving such notice shall have thirty (30) days from the date thereof to inform in writing NewPath and the City that such User desires to perform work jointly with NewPath. To nA11iia31o1o3 -2- the extent reasonably feasible, and subject to NewPath and User entering into a written agreement for such work and/or use, NewPath shall coordinate its work with any User who timely informs NewPath that it desires to perform work jointly in the City's ROW, provided that such User obtains any required ROW agreement and permits from the City as required by the Code before such User performs any work in the City's ROW, including the installation of any facilities, or uses any facilities installed by NewPath on their behalf. 1.5 NewPath's Streetlights. It is understood that NewPath will replace the streetlight poles required for the DAS Facilities, the locations of which are shown in Exhibit B, with new streetlight poles capable of supporting the DAS Facilities ("Replacement Poles"). NewPath shall, at no cost to City, own, maintain, repair, and operate the Replacement Poles and all of the equipment thereon and/or related thereto. NewPath agrees to deliver to City (within a 25-mile radius of Replacement Pole site) the current poles that will be replaced. 1.6 Antenna Attachment to Traffic Signal Pole. The City has agreed to allow NewPath to attach antennas and associated equipment to a single City -owned Traffic Signals Pole at the location depicted on Exhibit B. NewPath shall pay to the City fees for the Traffic Signal. Pole as though the Traffic Signal Pole were Replacement Pole; provided, however, that NewPath shall have and obtain no ownership interest in the Traffic Signal Pole. City will maintain full operational responsibility over all traffic signal devices associated with the Traffic Signal Pole. NewPath will provide 48 hours prior notice before accessing the Traffic Signal Pole for purposes of attaching, installing, maintaining, repairing, or altering the telecommunications equipment installed by NewPath on the Traffic Signal Pole. In each instance where NewPath accesses the Traffic Signal Pole, it shall take no action that interferes with the normal operation of the traffic signal or any of its associated equipment. In no event shall any of the telecommunications equipment installed by NewPath (or its agents or designees) interfere with the operation of the Traffic Signal Pole. If and to the extent any activity taken by NewPath and/or operation of telecommunication equipment on the Traffic Signal Pole inteferes or impedes the proper operation of the traffic signal and/or its associated equipment, City shall have the right to immediately take such corrective action as it deems necessary to resolve any such interference or impedence. 1.7 Fee. NewPath is solely responsible for the payment of all lawful fees in connection with NewPath's performance under this Agreement, which lawful fees includes, without limitation, those set forth below. (a) Fee. To compensate the City for any costs incurred as a result of NewPath's entry upon and deployment from the locations listed on Exhibit B, NewPath shall pay to the City a one time fee ("Pole Fee") that consists of Thirteen Thousand Dollars ($13,000.00) for each Replacement Pole (including the one Eisenhower Park Pole) upon which NewPath's Equipment has been installed pursuant to this Agreement. In addition, the Pole Fee shall be augmented, for each additional telecommunications carrier up to a maximum total of three carriers on a pole, by an amount equal to Six Thousand Dollars multiplied by the percentage of months remaining in the Term at the time each additional carrier's services commence provision from said pole(s).. The parties agree that the Pole Fee is no greater than the costs incurred by the City in connection with granting the access rights 309E11ia310103 -3- provided hereunder, and to that end waive and relinquish any argument that the Pole Fee exceeds such cost. The Pole Fee shall be prorated as appropriate and shall be multiplied by the number of Replacement Poles. The Pole Fee shall be due and payable not later than forty five (45) days after the Installation Date, and any augmentation to the pole fee shall be due not later than forty five (45) days after the date an additional carrier's services commence on the pole giving rise to the fee augmentation. For each pole, the "installation Date" means the date that is 45 days after the City's final inspection and approval of such pole. (b) Accounting Matters. NewPath shall maintain accurate books of account at its principal office or another location of its choosing, for the purpose of determining the amounts due to City under this Section 1.7. City, or a consultant acting on behalf of City, may inspect NewPath's books of account relative to the City at a location mutually selected by the City and NewPath, but in no event more than 50 miles from the City, at any time during regular business hours on ten (10) business days prior written notice and may audit the books from time to time, but in each case only to the extent necessary to confirm the accuracy of payments due under this Section 1.7. To the extent permitted by law, the City agrees to hold in confidence any non-public information it obtains from NewPath to the maximum extent permitted by law. (c) "Most -Favored -Municipality" Status. The parties anticipate that, following the Effective Date of this Agreement, NewPath will enter into similar use agreements with other municipalities or government agencies. If NewPath enters into a similar agreement with another municipality in Riverside, Los Angeles, Orange, or San Bernardino County then the parties will modify this Agreement if the following conditions are met: (1) The agreement confers financial benefits upon the municipality that, taken as a whole and balanced with other terms of that agreement, are deemed by the City to be substantially superior to the financial benefits provided for in this Agreement; and (2) City notifies NewPath of its desire to modify this Agreement to substitute the same or substantially similar financial benefits, and related terms and conditions, of that right-of-way use agreement in order to achieve parity. To the extent practicable, such modification will be retroactive to the Effective Date of the similar agreement with the comparable municipality or government agency. (3) To the extent a modification to the amount of the Pole Fee is required by this Section 1.7(c), the cumulative amount of the modified fee over the remaining Term shall be due and payable as a lump sum payment within forty-five (45) days following the completion of a modification pursuant to this Section 1.7(c). 309610in ia310103 -4- (4) Upon request from the City, NewPath will provide to the City a list of cities in Riverside County, Los Angeles County, Orange County, or San Bernardino County, that within the preceding 12 month period, have executed agreements with NewPath for the use of city -owned facilities. ARTICLE 2 TERM AND TERMINATION 2.1 Term. The initial term of this Agreement shall be for ten (10) years beginning on the Effective Date of this Agreement and shall continue for a maximum of two successive five (5) year periods, if the parties mutually consent to such extension(s) within one hundred eighty (180) days prior to the scheduled termination. The term of any license granted pursuant to this Agreement shall be coextensive with the Term of this Agreement. 2.2 Termination of Use. Notwithstanding Section 2.1 above, NewPath may terminate its use of any or all of the Network by providing the City with sixty (60) days prior written notice. Upon such termination, NewPath shall pay, as a termination fee, an amount equal to one year of Pole Fees for each pole subject to such termination. ARTICLE 3 REMOVAL AND RELOCATION 3.1 Removal Due to Public Project. Except to the extent not permitted by Law, upon receipt of a written demand from the City pursuant to this Article 3, NewPath, at its sole cost and expense, shall remove and relocate any part of the Network, constructed, installed, used and/or maintained by NewPath under this Agreement, whenever the City reasonably determines that the removal and/or relocation of any part of the Network is needed for any of the following purposes: (a) due to any work proposed to be done by or on behalf of the City or any other governmental agency, including but not limited to, any change of grade, alignment or width of any street, sidewalk or other public facility, installation of curbs, gutters or landscaping and installation, construction, maintenance or operation of any underground or aboveground facilities such as sewers, water mains, drains, storm drains, pipes, gas mains, poles, power lines, telephone lines, cable television lines and tracks. Notwithstanding the foregoing, if a City -imposed condition of approval associated with a permit issued to private developer requires the relocation of the DAS Facility, the City shall make a reasonable attempt to recover a reasonable proportion of the costs to relocate said DAS Facility (b) because any part of the Network is interfering with or adversely affecting the proper operation of City -owned light poles, traffic signals, or other City facilities; or (c) to protect or preserve the public health and safety. The City shall, at no cost to the City, cooperate with NewPath in, to the extent reasonably feasible, relocating any portion of the Network removed pursuant to this Section 3.1 in a manner that allows NewPath to continue providing service to its customers, including, but not limited to, expediting, to the extent reasonably feasible, approval of any necessary permits required for the relocation of that portion of the Network relocated under this Section 3.1. 3.2 Removal Due to Termination. No later than ninety (90) days after termination of this Agreement (whether by expiration of the Term, breach, or otherwise), NewPath shall, at its sole 3emiWU ia310103 -5- cost and expense, remove the Replacement Poles and construct light poles of a similar type and quality as currently exist at the locations depicted on Exhibit B, remove the Network and, if restoration of light poles or Network removal disturbs the City's ROW, restore the City's ROW to its original condition, reasonable wear and tear excepted, and further excepting landscaping and related irrigation equipment, or other aesthetic improvements made by NewPath to the City's ROW. Alternatively, the City may, in its sole and absolute discretion, require that NewPath abandon the Network, the Replacement Poles, or any part thereof, in place and convey it to the City. 3.3 Abandonment. If NewPath ceases to repair and maintain the Network, or any part thereof, for a period of ninety (90) days, NewPath shall be deemed to abandoned the Network (or portion thereof). In the event of such abandonment NewPath shall, at its sole cost and expense and within thirty (30) days, vacate and remove the Network, or the abandoned part thereof (and any associated Replacement Pole). If such removal results in the removal of a Replacement Pole, NewPath shall, at its sole cost and expense, construct light pole(s) of a similar type and quality as currently exist at the locations depicted on Exhibit B, which pole(s) shall be placed at the location of the removed Replacement Pole or such other location as the City may direct. If such removal disturbs the City's ROW, NewPath shall also, at its sole cost and expense, restore the City's ROW to its original condition, reasonable wear and tear excepted, and further excepting landscaping and related irrigation equipment, or other aesthetic improvements made by NewPath to the City's ROW. Alternatively, the City may, in its sole and absolute discretion, require that NewPath abandon the Network, or the abandoned part thereof, in place and convey it to the City. ARTICLE 4 MAINTENANCE AND REPAIR 4.1 Electricity Use. NewPath shall pay for the electricity it consumes, including the electricity consumed in connection with street lighting provided from the Replacement Poles, in its operations at the rate charged by the servicing utility company. 4.2 Street Lighting. NewPath shall be responsible for providing street lighting from the Replacement Poles. Such street lighting services shall be consistent with other streetlights located in the City's ROW, including the timing for street lighting set by the City, which is currently from dusk to dawn. NewPath shall install automatic light detection sensors on each Replacement Pole and set the detectors to conform to such timing for street lighting. Within thirty (30) days of a written request by the City, NewPath shall adjust the automatic light detection sensors on the Replacement Poles to comply with the hours to those specified by the City. All costs related to such street lighting shall be at NewPath's sole cost and expense. 4.3 Maintenance and Repair. NewPath shall, at NewPath's sole cost and expense, perform all maintenance and repairs reasonably needed to maintain the Network and the Replacement Poles (including the street lights) in good condition and appearance, and in compliance with all applicable Laws. In the event any part of the Network requires replacement because such part cannot be repaired, NewPath shall, at NewPath's sole cost and expense, replace the irreparable part of the Network and any associated street lighting or other equipment that requires replacement as a result of the Network replacement/repair activity. If any of the streetlights on Replacement Roles, or lighting element of the Eisenhower Park location Replacement Pole 3gdfil ia310103 -6- become nonoperational during this agreement and subsequent renewals, if any, Newpath will respond and commence repair within twenty-four (24) hours upon NewPath's detection of nonoperational status. 4.4 Repair of ROW. NewPath shall be responsible for any damage, ordinary wear and tear excepted, to street pavement, existing facilities and utilities, curbs, gutters, sidewalks, landscaping, and all other public or private facilities to the extent caused by NewPath's construction, installation, maintenance, access, use, repair, replacement, relocation, or removal of the Network and/or Replacement Poles in the City's ROW ("NewPath's Activities"). NewPath shall promptly repair such damage and return the City's ROW and any affected adjacent property to a safe and satisfactory condition to the City in accordance with the City's applicable street restoration standards or to the property owner if not the City. NewPath's obligations under this Section 4.4 shall survive for one (1) year past the completion of such reparation and restoration work and return of the affected part of the City's ROW by NewPath to the City. 4.5 Bond. NewPath shall provide a bond in an amount determined by the City to represent the estimated cost of NewPath's obligations under Sections 3 and 4 of this Agreement, which the City may require NewPath to increase from time to time (but no more frequently than every five years during the Term) to reflect the reasonable estimated cost of performing such obligations, to secure performance of NewPath's obligations under Sections 3 and 4. 4.6 Eisenhower Park Site. NewPath shall be deemed to hold a license to access the square foot Network site located in Eisenhower Park, as depicted on Exhibit B, subject to the following terms, conditions and requirements. (a) NewPath's obligations with regard to the ownership, maintenance, repair, abandonment, conveyance on termination, bonding, removal, payment for electricity costs, accounting matters, coordination with other permittees, network expansion, and compliance with laws and permits and payment of the Pole Fee shall be the same as exists for those portions of the Network within the ROW. (b) Absent emergency circumstances, NewPath may access the Eisenhower Park site for maintenance and repair purposes only between 8:00 a.m. and 6:00 p.m. In the event of an emergency circumstances, NewPath shall make a reasonable effort to advise the City of its intent to access the Eisenhower Park site, and shall make every reasonable attempt to avoid disrupting people in close proximity to the park. ARTICLE 5 TAXES 5.1 Taxes. NewPath agrees that it will be solely responsible for the payment of any and all lawful taxes, fees and assessments levied on its use and maintenance of the Network. Pursuant to Section 107.6 of the California Revenue and Taxation Code, the City hereby advises, and NewPath recognizes and understands, that NewPath's use of the City's ROW may create a 3310100,1 ia310103 -7- possessory interest subject to real property taxation and that NewPath may be subject to the payment of real property taxes levied on such interest. NewPath will cooperate with the Riverside County Assessor in providing any information necessary for the Assessor to make a property tax determination. NewPath reserves the right to challenge any such assessment, and the City agrees to cooperate with NewPath in connection with any such challenge. ARTICLE 6 INDEMNIFICATION 6.1 Indemnity. NewPath shall indemnify, defend, and hold harmless the City, its councilmembers, officers, employees, agents, and contractors, from and against liability, claims, demands, losses, damages, fines, charges, penalties, administrative and judicial proceedings and orders, judgments, and the costs and expenses incurred in connection therewith, including reasonable attorneys' fees and costs of defense, to the extent directly or proximately resulting from NewPath's activities undertaken pursuant to this Agreement, except to the extent arising from or caused by the negligence or willful misconduct of the City, its councilmembers, officers, employees, agents, or contractors. The City shall promptly notify NewPath of any claim, action or proceeding covered by this Section 6.1. 6.1.1 Limitation of Liability. NewPath acknowledges that under no circumstance, including but not limited to condemnation or breach of this agreement, shall City be liable to NewPath for any incidental, consequential, or punitive damages, including but not limited to any loss of income, business or profits, arising out of NewPaths use of City's ROW or City -owned property or City's performance or non-performance under this agreement, even if City has been advised of the possibility of such damages. City acknowledges that, in the event NewPath breaches this agreement, its liability for breach of contract shall not include incidental, consequential, or punitive damages other than rent, including but not limited to any loss of income, business or profits, arising out of NewPath's use of City's ROW or City -owned property or City's performance or non-performance under this Agreement, even if NewPath has been advised of the possibility of such damages. Nothing in the foregoing sentence limits either (i) NewPath's indemnity obligations under this Agreement, or (ii) NewPath's tort liablity, if any, to the City. 6.2 Waiver of Claims. NewPath waives all claims, demands, causes of action, and rights it may assert against the City on account of any loss, damage, or injury to any portion of the Network, or any loss or degradation of the services provided by the Network resulting from any event or occurrence that is beyond the City's reasonable control. ARTICLE 7 INSURANCE 7.1 Minimum Insurance Requirements. NewPath shall obtain and maintain at its sole cost and expense for the duration of this Agreement insurance pursuant to the terms and conditions described in this Article. (a) Minimum Insurance. NewPath shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, insurance as follows: 3051; 1110.12 ia310103 -8- (i) General Liability: A policy or policies of Comprehensive General Liability Insurance, with minimum limits of $2,000,000 combined single limit per occurrence for bodily injury, personal injury, death, loss and property damage resulting from wrongful or negligent acts by NewPath. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. (ii) Automobile Liability: A policy or policies of Comprehensive Vehicle Liability Insurance covering personal injury and property damage, with minimum limits of $1,000,000 combined single limit per accident for bodily injury and property damage covering any vehicle utilized by NewPath in performing the work covered by this Agreement. (iii) Workers' Compensation and Employer's Liability: Workers' compensation limits as required by the Labor Code, and Employer's Liability limits of $1,000,000 per accident. (b) Deductibles and Self -Insured Retentions. Any deductibles or self -insured retentions shall not exceed $25,000; provided, however, if NewPath's insurance policy expressly provides (i) that the insurer is required to pay covered claims with no deduction for all or any part of the NewPath's deductible, and (ii) insurer's obligation to pay covered claims is triggered irrespective of whether or not the insured pays the deductible, then NewPath's deductible shall not exceed $100,000 for Comprehensive General Liability Insurance, $100,000 for Comprehensive Vehicle Liability Insurance and $250,000 for Workers' Compensation and Employer's Liability coverage. (c) Other Insurance Provisions. The policies shall contain, or be endorsed to contain, the following provisions: (i) General Liability and Automobile Liability Coverage. (1) The City, and its elected and appointed council members, board members, commissioners, officers and officials (the "Insureds") shall be named as additional insureds on all required insurance policies, except for Workers' Compensation and Employer's Liability policies. (2) NewPath's insurance coverage shall be primary insurance as respects the Insureds with respect to the matters covered by this Agreement. Any insurance or self-insurance maintained by the Insureds shall be in excess of NewPath's insurance and shall not contribute with it. (3) Any failure of NewPath to comply with reporting provisions of the policies shall not affect coverage provided to the Insureds. (4) NewPath's insurance shall apply separately to each of the Insureds against whom a claim is made or suit is brought, except with respect to the limits of the insurer's liability. Each of the Insureds is subject to all policy terms and conditions and has an obligation, as an Insured, to report claims made against them to the insurance carrier. 30A 00.1 ia310143 -9- (ii) Worker's Compensation and Employers Liability Coverage. The insurer shall agree to waive all rights of subrogation against the Insureds for losses arising from work performed by NewPath in the City's ROW. (iii) All Coverages. Except for non-payment of premium, each insurance policy required by this clause shall be endorsed to state that coverage shall not be cancelled, except after thirty (30) days' prior written notice has been given to the City. If for any reason insurance coverage is canceled or, reduced in coverage or in limits, NewPath shall, within two (2) business days of notice from the insurer, notify the City by phone or fax of the changes to or cancellation of the policy and shall confirm such notice via certified mail, return receipt requested. If NewPath does not procure additional and / or substitute coverage to replace the cancelled coverage within five (5) business days of receipt of the prior insurer of cancellation for nonpayment of premium and fifteen (15) business days for any other reason, then City may procure such insurance and charge the costs of such procurement to NewPath which costs NewPath shall remit to the City within ten (10) business days after receipt of an invoice from the City. (d) Acceptability of Insurers. Insurance shall be placed with insurers with an A.M. Best rating of no less than A-:VII. (e) Verification of Coverage. NewPath shall furnish the City with certificates of insurance required by this Article 8. The certificates for each insurance policy are to be signed by a person, either manually or electronically, authorized by that insurer to bind coverage on its behalf. All certificates are to be received and approved by the City before work commences. 7.2 Secondary Parties. In the event NewPath hires any subcontractors, independent contractors or agents ("Secondary Parties") to locate, place, attach, install, operate, use, control, replace, repair or maintain the Network, NewPath shall require the Secondary Parties to obtain and maintain the insurance similar in form to that required by Section 7.1 of this Agreement and it shall be NewPath's responsibility to ensure compliance with this Section 7.2. ARTICLE 8 MISCELLANEOUS PROVISIONS 8.1 Future Changes In The Law. The parties agree that if any future change in the law or binding determination of a court renders all or any portion of this Agreement void or unenforceable, the NewPath shall not attempt, and waives and relinquishes any right, to recover the Pole Fee, or any other benefit afforded to the City under this Agreement, from the City. 8.2 Nonexclusive Use. NewPath acknowledges that this Agreement does not provide NewPath with exclusive use of the City's ROW or any municipal facility and that City retains the right to permit other providers of communications services to install equipment or devices in the City's ROW and on municipal facilities. NewPath acknowledges that the City may make information available to other providers of communications services concerning the presence or planned deployment of the Network in the City's ROW. 8.3 Notices. All notices which shall or may be given pursuant to this Agreement shall be in writing and personally served or transmitted through first class United States mail, or by private 32601 ia310143 -10- delivery systems, postage prepaid, to the following address or such other address of which a party may give written notice: City: City of La Quinta 78-495 Calie Tampico La Quinta, CA 92253 Attention: City Manager With a copy to: Rutan & Tucker, LLP 611 Anton Blvd., 14th Floor Costa Mesa, CA 92626 Attention: Jeff Melching NewPath: NewPath Networks, LLC c/o Crown Castle USA Inc. E. Blake Hawk, General Counsel, 2000 Corporate Drive Canonsburg, PA 15317-8564 Attn: Legal Department — DAS With a copy to: NewPath Networks, LLC 890 Tasman Drive Milpitas, CA 95035 Attn: Contracts Management Any notice required or provided for under this Agreement shall be deemed served at the time of personal service. Mailed notices will be deemed served as of the day of receipt. 8.4 Attorneys' Fees. If legal action is brought by either party because of a breach of this Agreement or to enforce a provision of this Agreement, the prevailing party is entitled to recover reasonable attorneys' fees and court costs; provided, however, that the "reasonableness" of the hourly rate charged by either Party's attorney shall in no event be greater than the hourly rate charged to the City for its counsel. 8.5 Transfers. NewPath shall request the City's approval of any proposed transfer of Network to a third party. The City shall promptly evaluate such request, and may request such additional information as is reasonable and appropriate to its evaluation of such request. City shall not unreasonably withhold, condition, or deny such transfer request; provided, however, that the City may impose commercially reasonable conditions as necessary to ensure performance hereunder by any proposed transferee. If City does not act on a transfer request within thirty (30) days of receipt of such request, the request shall be deemed approved. An assignment shall not be effective until the proposed transferee agrees in writing to comply with and be subject to all the terms and conditions of this Agreement and the Code. Without limiting any provision in this Agreement to the contrary, NewPath may in the ordinary course of its business and without the prior written consent of or notice to the City: (a) lease the Network, or 31 @9.3i. ia310103 -11- any portion thereof, to another person or entity, (b) grant an indefeasible right of user interest in the Network or any portion thereof to another person or entity, (c) offer or provide capacity or bandwidth from the Network to another person, (d) assign any contract to any entity which controls, is controlled by or which is under common control with NewPath or to any entity acquiring all or substantially all of the assets of NewPath; provided that whether NewPath does any of the three things listed in subsections (a) — (c) above, it must at all times retain exclusive control over the Network and remain responsible for locating, servicing, repairing, maintaining, replacing, relocating, or removing the Network pursuant to the provisions of this Agreement. 8.6 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, legal representatives, successors, assigns and transferees. 8.7 Entire Agreement; Modification; Waiver. This Agreement constitutes the entire agreement between the parties relating to the subject matter hereof. All prior and contemporaneous agreements, representations, negotiations, and understandings of the parties, oral or written, relating to the subject matter hereof, are merged into and superseded by this Agreement. Any modification or amendment to this Agreement shall be of no force and effect unless it is in writing and signed by the parties. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar. No waiver or consent shall constitute a continuing waiver or consent or commit either party to provide a waiver in the future except to the extent specifically set forth in writing. No waiver shall be binding unless executed in writing by the party making the waiver. 8.8 Severability. 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 or provisions shall, to the extent permitted by California law, be deemed separable from the remaining provisions of this Agreement and shall in no way affect the validity of the remaining portions of this Agreement. 8.9 Governing Law. This Agreement shall be interpreted and enforced according to, and the parties rights and obligations governed by, the domestic law of the State of California, without regard to its laws regarding choice of applicable law. Any proceeding or action to enforce this Agreement shall occur in the federal court with jurisdiction over Riverside County and the state courts located in Riverside County, California. 8.10 Survival of Terms. All of the terms and conditions in this Agreement related to payment, removal due to termination, indemnification, limits of City's liability, attorneys' fees and waiver shall survive termination of this Agreement. 8.11 Captions and Paragraph Headings. Captions and paragraph headings used herein are for convenience only. They are not a part of this Agreement and shall not be used in construing this Agreement. 8.12 Exhibits. All Exhibits referenced in this Agreement are hereby incorporated as though set forth in full herein. 8.13 Drafting. The parties agree that this Agreement is the project of joint draftsmanship and that should any of the terms be determined by a court, or in any type of quasi- 3 QOt ia310103 -12- judicial or other proceeding, to be vague, ambiguous and/or unintelligible, that the same sentences, phrases, clauses or other wording or language of any kind shall not be construed against the drafting party in accordance with California Civil Code Section 1654, and that each party to this Agreement waives the effect of such statute. 8.14 Execution in Counterparts. This Agreement may be executed in one or more identical counterparts and all such counterparts together shall constitute a single instrument for the purpose of the effectiveness of this Agreement. 8.15 Authority to Execute This Agreement. Each person or persons executing this Agreement on behalf of a party, warrants and represents that he or she has the full right, power, legal capacity and authority to execute this Agreement on behalf of such party and has the authority to bind such party to the performance of its obligations under this Agreement without the approval or consent of any other person or entity. [Signatures Begin on Following Page] 3 ^A1001 ia310103 -13- IN WITNESS WHEREOF, the parties have signed this Agreement as of the date stated in the introductory clause. City of , a municipal corporation By: L/ ��virA Vim- - •, Frank J. S - . ek, City Manager City of La Quinta, California ATTEST: ,Yvv44", 1(Koup4 Susan Maysels, City Clerk City of La Quinta, California APPROVED AS TO FORM: SIGNED IN COUNTERPAFIT M. Katherine Jenson, City Attorney City of La Quinta, California NewPath Networks, LLC, a New Jersey limited liability company Name: Robert L. Delsman Title: VP DAS Network Real Estate Date: January 25, 2013 Approved as to !oral and Legal SuffiCienCY' S[gns nitWs Date: 20, 31li9itI IffiU ia310103 -14- IN WITNESS WHEREOF, the parties have signed this Agreement as of the date stated in the introductory clause. City of , a municipal corporation By: City Manager ATTEST: City Clerk APP *VED AS T FO City Attorney NewPath Networks, LLC, a New Jersey limited liability company Name: Robert L. Delsman Title:VP DAS Network Real Estate Date: January 25. 2013 Approved as to Form and Legal SufflclenCY: S qfl Lure^^llnittais j201_ Date: v� 304611101ia310103 -14- EXHIBIT A Construction Drawings of the DAS Facilities -15- 't'.. •• ! • " `: •Z •, •1. • . f • . •' 1 t 11 F 1 Y 1• 2:. • :a .0,• •Q, • •i 156 a3ans3:+ vnnc _,viA: nTsii 0) LL M0 W O co co 3 QG in Ilif s; JR co L 0 00 EXHIBIT B INSTALLATION LOCATIONS Attached behind this page are descriptions and diagrams indicating the location at which the DAS Facilities covered by this Agreement will be installed. 3261119.2 -16- I •I. • .• •• . . . . • 1p . • • • 7" Ln co 03 0 J C �$ Qat 0 I m 0 0) AEfl--)I-R1-4CERTIFICATE OF LIABILITY INSURANCE page 1 of 2 DATE (MMIDDM/YY) 02/14/2013 THIS CERTIFICATE IS ISSUED AS A MATTER OP INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies)must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PkODUCER thisukdb Willis or Pennsylva:nia, Inc. c/o 26 Century Blvd. P. 0. i3nx .305191 Nashville. TN 37230-.5151 Crown Castle International Corp Sae Attached ];Tamed insured List 1220 Av5mete >1F. SuJ,ta 500 Houston, TX 77057 CONTACT .NAME ............................. PHONe- F4g',,_ Arc,,NQ.Exiy._877-945-7,179 W,.._.,. .1NG,►�QY_. CO -L07 2r g -MAIL _ADORES;:..._, . dert t 7L_.go,tep9Kl..l .. >..-.Q.S)1R.__....................._.,._,....._.........................._. INSURER(SIAFFORDING COVERAGE NAIL p. _... ...... .. _ ... INSL,IRERA; Federal Insurance Company 20281-00S IN$1,lkFR_y; New Rampolliro Tocur mnrrn C:e. 2941-000 •. _. ... ....... . .. . . INSURER D:._...,..,,,..,. INSURER E: COVERAGES CERTIFICATE NtUMBER: 10377662 REVISION NUMBER:sea REmu►rkrl THIS INDICATED. CERTIFICATE EXCLUSIONS iH'sR LIR IS TO CERTIFY THAT THE. POLICIES NOTWITHSTANDING ANY REQUIREMENT, MAY BE ISSUED OR MAY PERTAIN. AND CONDITIONS OF SUCH POLICIES. ... ,-,,. TYPEGtx INSURANCE Of INSURANCE ADM. }NSR0 LISTED i3ELOW HAVE SEEN 'TERM OR CONt)FTTON OF THE INSURANCE AFFORDED LIMITS SHOWN MAY HAVE BEEN slzAt3,._.... WVDPOLICY NUMksER ISSUED D TO THE INSURED NAMED Akr0VL FOR THE POLICY PERIOD ANY CONTRACT OR OTHER DOCUMENT" WITH E:E$P OT TO WHICH THIS BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, REDUCED BY PAID CLAIMS. pl]LiCY'EPP.., _ :.:.. ALWit......,..._. ._. ............................ Eylk9}DirrreYj I (MM(OLNYYVYI I-IMM$ A OENERALLIABILITY �.�C9MMERCIAL GENEF#AL LIABILITY Y 'Y 70210228 4/1./2012 ]4/1/2013 j ,F'AC:HOCcuk EN[:'.._ .....5.. T,RM L TAF?ENTT.E] 3_,Q0E],,p0.0... $ • ......_...:.a DEN'LAGGf'iEGATE X .._.m r . CLAIMS -WADE' X I OCCUR ..............................................._..,,..... .r LIMIT APPLIESPER; PRO- POLICY I i.. L OC " E[` 3 jjj. i ! _kw._.�:S.EJtaur�l�vi, ^MID E:XF'+(Any.bna paraen) PERSONAL $ AD V IINJURY..... .. GENERAL Af: REOATE. ix_......._..r_000,.000„ !P"°P.-9 TS-C{SMY1(SRAGG .�a,p54..000 $ �,I�' () (? (J, pop,....000 $ r00_0.,.0..013.•.__ S A AUTOLMIOBILELIANLine X _ELT ANY AUTO x Y :i 7' 216229 4/1/2012 4/1/2013 S f5ranu,;OI41i31NDrlL)INGL LLMIT _........._......_.-.—...5............3., BODILY IN.IURY(Per pn,uun) Goo, 000 m_ $ ALL OWNED HIREDAU'r0S 1AuTO$}BIEiJ [NON -OWNED BODILY LNRJRYPereoriden1) '[i"rk zrp14 I]ANIAiT4. $ ]3 % EVMkI LIALIAH $XOE'$S LIA$ X L.:x:CUr+ CLAWS- MADE Y Y :•61844671 14/1/2012 4/1/2013 EACHgcx:ilRRFNcE AG< 1,16,ATE $ 5., 00,0,, CIAU $ 5,bO04,_000__ $ 0EO j HE'TENTKUN$ -_ A WORKERS COMPENSATION ANi VMPLOYERS' LIABILITY ANYPROPRIETORl'ARTNER/EXECUTIVE FT O'ICER/MEMDEREXCLUDED^ YlN 1Mn:rdaaery nNH}} rye45. de;rrl4unfler DESCRIPTION Or (P ErkalICINSnkkw N!A �.'71710698 _ 4/1/2012 4/]./2013 we 511u•: UiFi�" , ......T.OF. Y..LIMLT.S..L.............. EEt.....,......_......_,.._....,................................. ;L E.L. EACH ACCIDENT 81..DISEASE EAEMPE,()YEE ........... ..... ..,... �. ...... �.... : EI-DISLASE-RcL-ECV I,1MIT $ 1,000,000 .. .. OQQ, 000 .. ..... ........................... $ .1,000,000 1 1 DESCRIPTION OF OPERATIONS! LOCATIONS ! VEHICLES (Atlaeii Aao•c1101. Additor>lal Romarke St Redula, If ntoreIapnea to recolrad) THIS VOIDS AND REPLACES PREVIOUSLY' ISSUED CERTIFICATE DATED: 3/28/2012 WITH iD: 17579043 set DAS Network ira Palm $pringe (MetroPCS/Veriaon) . City of La Quints is included an an Additional Insured under they General Liability, Auto Liability and Excess Liability policies) 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 City of La Quints 7 8. 4 95 Calla Tampico La Quintal, CA 92247 CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 'THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. qu I'NORIZP.D I;EPRESRNTATIVE ACORD 25 (2010/05) co11:4001881 Tp1:1422471 crart:193778152 1A88-201 CORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 713115 , LOC#: ADDITIONAL REMARKS SCHEDULE Page ....2.... of ..2.......... AGENCY Willis of Pennsylvania, Inc. POLICY NUMBER see Virat Pagcb CARRIER See First Page ADDITIONAL REMARKS l NAIC COPE NAMED INSURED Crown CaOti,e International Corp See Attached Named Insured List 122E Augusta. Pr. Suite SOO Houston, TX 77057 eiEFECTrvE DA'►'E, se k'iro t page THIS ADDITIONAL. REMARKS FORM IS A SCHEDULE TO ADORE) FORM, FORM NUMBER: 25.._.......... FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE -Waiver of Subrogation applies in favor of Additional Insured with r pr-ctls to c-,'nera1 Liabil .ty, Auto Liability and Umbrella Liability. ACORD 101 (2008101) Coll 40Dl$81 Tp1;1422471 nt a 18377862 02008 ACORD CORPORATION, All rights reserved. The ACORD name and logo are regletered marks of ACORD Crown Castle International Corp. Consolidated Subsidiaries AirCornm of Avon, 1,..,1..,C• Atlantic Coast Communications LLC A2-CLECLLC CA -CLEC LLC CC Castle International LLC CC Finance LLC CC Holdings GS V LLC CC Site Acquisitions II LLC CC TM PA LLC (eff 10/31/2012) CC Towers Guarantor LLC CC Towers Holding LLC CCGS Holdings Corp. CC:PE ACquisitions LLC CCTM Holdings LLC (off 10/31/2012) CCTM1 LLC (eff 11/30/12) CCTM2 LLC (effective 11/30/12) CCTMO LLC (eff 10/31/2012) Coastal Antennas LLC CO-CLEC (11/19/09) Cornsite Venture, Inc. Coverage Plus Antenna Systemts LLC Crown Atlantic Company LLC CrOWO Castle AS LLC (eff 4/29/11) Crown Castle Atlantic: LLC Crown Castkea Auguste LL.0 Crown Castle Australia Holdings Pty Ltd Crown Caslte Australia Pty Ltd Crown Castle 6P ATT LLC Crown Castle CA Corp. Crown Castle GS III Corp. Crown Castle C3T 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 MM Holding Corp, Crown Castle MM Holding LLC Crown Castle MU LLC Crown Castle MUPA LLC Crown Castle Nevada LLC Crown Castle NG Acquisitions Corp (efi 12/14/11) Crowd Cl*Mle NC ALIontic Inc. (off fd4/12.)fk44 NaxKi Netwnrk Aflwndc Inc Crown Castle NG Central Inc. (erfr 5/3/12) fks NextG Network. or Illinois Inc JECM Towers LLC KAW Consulting Pty Ltd (eff 12/12/01) MA - CLEC LLQ MD - CLEC LLC Mobile Media CallTarrri# LLC Crown Castle NC East Inc. (all 5/3/12) fka Next0 Notwoeke of NY Inc Crown Castle NG Networks Inc. (eft 5/3/12) rka NextG Networks Inc Crown Castle NG West Inc„ (eff 5/3/12) tke Next(3 Network, 01 caiiierr is Irrc Crown Castle No 1 Pty Ltd (eff 6/14/11) Crown Cantle Operating Company Crown Castle Operating LLC Crown Castle Orlando Corp, Crown Castle PR LLC Crown Castle PT Inc:. Crown Caste: Puerto Rico Corp. Crown Castle Service LLC (eff 8/24ra)11) Crown Castle Solutions Corp. Crowd CatSlle South LLC Crown Castle Towers 05 LLC Crown Castle Towers 06-2 LLC Crown Castle Towers 09 LLC Craven Castle Towers LLC Crown Castle USA Inc, Crown Co rTrrrrunic/ltiorl LLC (formerly Crown Commrsnination Inc. eff 1/1/11) Crown Communication New York, Inc, Crown Mobile SySterns, Irit CTTA Ply Limited (off 8/13/08) LAC - CLEC LI..0 Divame fly Limited (effective 10/26/12) FL - CLEC LLC Global Signal Acquisitions II LLC Global Signal Acquisitions III LLC Global Signal Acquisitions IV LLC Global Signal Acc.luisitions LLC Global Signal GP LLC Global Signal Holdings III LLC Global Signal Holdings IV I.LC Global Signal Operating Partnership, L.P. Global Signal Services LLC GoideriState Towers, LLC GS Savings Inc. GSPN Intangibles LLC High Point Management Co, LLC ICI3 Towers, LLC tL CLEC LLC IN - CLEC LLC In SITE Fiber of Virginia, Inc. InSITE Solutions, LLC Interstate Tower Communications LLC Intracoastal City Towers LLC TowerOne North Coventry LLC (en' 3/2/2012) TowerOne Partners, LLC (off 3/2/2012) TowerOne Upper 1'otlsgrove 002, LLC (eft 3/2/2012) TowerOne Warminster 001, LLC (eff 3/2/2012) TowerOne Warrington 002, LL.G (err 3/2/2.012) Crown Castle International Corp. Consolidated Subsidiaries nllty;Nae_ Mobile Media National LLC Mode() LLC MW Cell REIT 1 LLC (off 1/31/12) MW Cell TRS 1 LLC (eff 1/31/12) New Path Networke, Inc, Now Path Networks, LLC NextG Networks Atlantic, Inc. (rrret:Ulve 4/10/12) NextG Networks of California, Inc. (effective 4/10/12) NexlQ Networks of Illinoie, inc. (effective 1/10(12) NextG Networks of NY, Inc (effective 4/10/12) NextG Networks, Inc, (effective 1/10/12) NJ - CLEC LLC NV - CLEO LLC NY - CLEC LLC OH CLEC I -LC (effective 7/20/11) OP LLC • PA - CLEC LLC Pinnacle San Antonio L,L,C, Pinnacle SI. L0k.tis LLC Pinnacle Towers Acquisition Holdings LLC Pinnacle Towers Accluilsllion LLC Pinnacle Towers Asset Holding LLC Pinnacle Towers Canada Inc Pinnacle Towers 111 LLC Pinnacle Towers Limited Pinnacle Towers LLC Pinnacle, Towers V Inc. Radio Station Wc.LD LLC RECC Properties Limited (eff 9/20/05) SC - CI EC I.,I.,C Shaffer & Associates, Inc. Sierra Towers, Inc, Thunder Towers LLC Tower Systems LLC Tower Technology Company of Jacksonville LLC Tower Ventures III, LLC TowerOno 2012, LLC (eff 3/2/2012) TowerOne Allentown 001, LLC (eff 3/2/2012) TowerOno Doylestown, LLC (eff 3/2/2012) TowerOno Middletown 003, LL-C (erff 3/2/2012) Towers Finco II LI,,.0 Towers Finco III LLC Towers Fine() LI.0 TVHT, LLC VA-CLEC LLC WA - CLEC LLC WCI' Wireless Lease Subsidiary, LLC (off 1f,31/2012) WCP Wireless Site Funding LLC (eff 1/31/2012) VVCP Wireless Site Holdco LLC (oit 1/31/7,)12) WCP Wireless Site Non -RE Funding LLC (eff 1/31/20.12) WCP Wireless Site Non -RE Hoidc:o LLC fen 1/31/2012) WCP Wireless Site RE Funding LLC (eff 1/31/2012) WGf Wireless Site RE Hoklc:o LL,C (esr 1c31/2012) Wireless Funding, LLC (eff 1/31/2012) Wireless Really Holdings ll, LLC (efl'csctive 5/19/11) Wireless Revenue Properties, LLC (off 1/31/2012) Inactive Entities Crown Ca ;tle Europe LLC off 12/9/2009 Crown Castle Mexico, S.A. de C.V. eff 12J2010 CHU`,ESE Liability insurance Endorsement Policy Period • APRIL i, 2012 TO APRIL1, 2013 &ffectlie Date Amu 34 20)2 Padic�Numb-er• ' • 7n23-02-28P.1T • • - •Insurear f Ti3'Uy1ti'CAS'1T'F .iNL I izgkric*k4 1, c(iIt1PoTtATION llittattit Oornparry ;f9?1)l11 'V..:,i•NSt1} ' E.C:OMPAT1Y Data ',toed - : 1t:taR11..12, 2012 .i'i-M7.ti:t e'0r410 4R 0ageitaivAtt X1.untAH9 ,-�F,•7 'F PY •Y� !?my "chic i ndisrseanent applies IQ MCC fillowin corms: (3TiNT d AL 1 TM,31L.-rfl •'Fhvg,,m:utY� kxc xriicte . :a.�'-�raxsms 01-,,A Pi m•'(�1 *:t5 ipmtlM:.,Ig n awA Ac+:a Qirmo.*..imz.. "•-4lY roil :::7S1 l.tiidnr Who Ts An insured, the following Tire vis,lon is added. Who is:An Insured • Addltimat.loswt;d 5aherktd Psretarl .Or Organization -,r j:47 NTT.Pn•g4::,-'�'k .•`.tom' .11;KE:.a1L�9�'rx.-,.. @5±;..wa •. t't'i3' ILS or•0rVittiifttlOws'?:libi ii tittiSdttduletir+r`iltltMee'STa+; biit104. aril ins'Gti.ei;i'sihl li:yrANtre otiligtiti d mointrtt t0 a rnniyao I )r anrccm ent ta•t ovide tt1C4[1 w'itii•Nucb irnstim eo is'3fl'f#doet by this polls;y Flutvever, tlic EIm.nr'urorgaairatk,tl.ieanInsured otily;• if grid .het] 004 tri tlrtr exlr.nL EL —Le person or organinfine F riesoriti4�i'iit .. .. • ri3 tt r:• eIttl:nt Shell Contact Pr aprcwr:ncttt rccJuirCi t 4 rierninn ar tlr'k>lniraticsts rc+ be artmled •6t'atog as an'hisureti; M • . , far octiviiios that r.141 tet!t 0•civr, iir'wl ok or in p:aft, before the e7tecuiion of the contract frr• agreement; anti wi lia l'e4pcct.10 dilm);Il{Ps, lnS!C, CORI: or •flpe1150 Tor injury er i map to which this intmplume , • •appiius. No Vet$01.1 OT orraa i ration is tini1Lured tinder MIS jltoytti(Tn: 11M13s mriir,• SigOiCany kl ;ntiltrA.urrder arty utliet pAreisinli trt the 4 fid ti. An'trisilted :Yct'.i}n (mind Ic:sofitny Ian/ ullicn.nutie2thtottherctn.)• with m-SlIttt tte nny aiv utngtiurr ut 110iOily Kaaba pLvr:n'sr! rrrgani7.ation'yhy Iht xn if! .r • ; tnntroct rn ague.met t.'[al it rritaEi{TO C1:..k; fiIi tippiy to ibo liability for dmrstge ti itsws, cn;t rir . iSr forliljut'y trr dasrine_ to %incb this. .si r ]vealrpli:s, Iharthc person or ta_rariiiatit?n ,•nxytstti h we in the nhsenu+'. ❑i surfs 4sarx;rac1 or akrcc ti nl, is;:.;..,kFw^;1.5..r'+istxusVards+e ?..11no a sraxtr grokoac a*,... x r u..m- m eareirimr. nnrAuer 409N ? n uewatusamv.tiAme. khitslilty .nigh 'rIcs hilrhtlorict7nsuitra-schoduleo PPrsoobtOrzanlailian • rhhi nnod li'rin aing 2347 {J:1Bv. 61077 1=17dc+rminisir)1 .. - .. Ftwn Li br"dst� Endorsement (continvod) Conditions Other insurance • Primary, Noncontributor ' insurance — S hecMed Person Or Organization Trr1drr condil.iona, th4 following. proviliion is addrdin ti5t:conditiOn tin() Otpetlasiktdwe. .ttYon arc Wi7tiiilitltJedliKiietOK. Ogfeennilthloprcviclethe prrs,rz+o7tirgtnr.xali�7ti RhIYwn .in Sint:dule with plixxw7ry Insurance JIYt:i1 tit t8 7tlThrd. d by d71a;pvllcy, thorn in suC.i7 cnre :this immirnnce i s primary rind we will Dot seek coot iburioa from innufinevuli b e tr.+ in7cb i rx,1x ur (u'gtuuzitl iw.1- ,..i. 4:,07At,r—"""i4112 aa'" ;i^. tCVWa,A�s.~ ca'aWas.?paac?nintn M:t'r : £a`.axNxs0,..xr RIAnzsrrxvaxawxazan M akgsek.zNxvgn••t r241:^."," 5nt• r--"t; „w. yvtty Pet`on nr t)r�ai t'k',17 T tptired by Writk>n:t} Cotik'rtICr nr Agreement A11tulrizle-ms'aiii t uditirnlstcfocinuae4t;lncts]. POLICY NUMBER:70210229 COMMERCIAL AUTO CA 20 01 03 06 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. LESSOR - ADDITIONAL INSURED AND LOSS PAYEE This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM BUSINESS AUTO PHYSICAL DAMAGE COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below, Named Insured: Endorsement Effective Date: Countersignature Of Authorized Representative Name; Title: Signature: Date: SCHEDULE Insurance Company: Federal Insurance Compan Policy Number: 70210229 Effective Date: 4/1/2012 Expiration Date: 4/1/2013 Named Insured: Crown Castle International Cor Address; 2000 Corporate Drive, Canonsburg. PA 15317 Additional Insured (Lessor): Address: Designation Or Description Of "Leased Autos": Coverages Limit Of Insurance Liability $ Each "Accident" Comprehensive Actual Cash Value Or Cost Of Repair Whichever Is Less, Minus $ Deductible For Each Covered "Leased Auto" Collision 'Actual Cash Value Or Cost Of Repair Whichever Is Less, Minus $ Deductible For Each Covered "Leased Auto" Specified Causes Of Loss Actual Cash Value Or Cost Of Repair Whichever Is Less, Minus $ Deductible For Each Covered "Leased Auto" L. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Coverage 1, Any "leased auto" designated or described In the Schedule will be considered a covered "auto" you own and not a covered "auto" you hire or borrow. 2, Fora "leased auto" designated or described in the Schedule, Who Is An Insured is changed to include as an "Insured" the lessor named in the Schedule, However, the lessor is an "insured" only for "bodily injury" or "property damage" resulting from the acts or omissions by; a, You; b. Any of your "employees' or agents; or c. Any person, except the lessor or any "employee" or agent of the lessor, operating a "leased auto" with the permission of any of the above. 3. The coverages provided under this endorsement apply to any "leased auto" described in the Schedule until the expiration date shown in the Schedule, or when the lessor or his or her agent takes possession of the "leased auto", whichever occurs first, B. Loss Payable Clause 1, We will pay, as interest may appear, you and the lessor named in this endorsement far "loss" to a "leased auto", 2. The insurance covers the interest of the lessor unless the "loss" results from fraudulent acts or omissions on your part. 3. If we make any payment to the lessor, we will obtain his or her rights against any other party. C. Cancellation 1, If we cancel the policy, we will mail notice to the lessor in accordance with the Cancellation Common Policy Condition, 2. If you cancel the policy, we will mil notice to the lessor. 3. Cancellation ends this agreement, D, The lessor is not liable for payment of your premiums, E. Additional Definition As used in this endorsement; "Leased auto" means an "auto" leased or rented to you, including any substitute, replacement or extra "auto" needed to meet seasonal or other needs, under a leasing or rental agreement that requires you to provide direct primary insurance for the lessor, © ISO Properties, Inc. also Preoerties, Ir�t. BUS_ INESS LOCATION 46600 ADAMS ST BUSINESS NAME: NEWPATH NETT O S BUSINESS ADDRESS: 2000 CORPORATE DRIVE CANONSBURG PA 15317 By FINANCE DIRECTOR ,W4rizii,4 J., /ice„ . w EUSI1VESS LOCATION 46600 ADAMS ST 78=495 Calle Tampico, La Quinta, CA 92253 (760) 777-7000 CERTIFICATE NON-TRANSFERABEE Dear_EusitesOWncri Please be aware that issuance of a business license by the City does not authorize you to conduct business la a building or tenant space that has not been approved for occupancy by the Building and Safety Department. If you have any questions regarding this issue, ur If you are not sure if a Certificate of Occupnncy Iias been issued for your.pliice ofbuslness, please contact Building and Safety nt (7h0)7:77-7012.. •- ThaLleensee ruined herein having paid to the Lltyuif tQuii * u1I fetes required, Iieenze is hereby grantcdsuld ensee tu:cto. rttisausiiiicas herein set forth, for the pilled stilted, in •cou formity witec No. 2 of this City. This Licensee is issued without verification that the licensee is subject to or exempt from licensing by the State of California. BUSINESS LIC NO: 109475 ::CLASSN: OTHER BUSINESS NOT LISTE ?PONITATE: 11/30/13 'edit 4 Otaklad 78-495 Calle Tampico, La Quinta, CA 92253 (760) 777-7000 CERTIFICATE_ NON -TRANSFERABLE Baia >t�ss�vu�€c: BUSINESS NAME: NEWPATkNETWORKS BUSINESS ADDRESS: 2000 CORPORATE DRIVE CANONSBURG PA 15317 r]N; _ :Cif DIRECTOR Please be aware that issuance of a business license by the City does not authorize you to conduct business in a building or tenant space that has not been approved for occupancy by the Building and Safety Department. If you have any questions regarding this issue, or if you are not sure if a Certificate of Occupancy has been issued for you rplace of business, please contact Building and Safety at - (760)777-7012. Thc,I iensee named he rein•havringpaid to i1_e;Cil-fL iiitn ell _fees •- rgyuiScd Ikense is hereby granted said liseniello ntifs t t1Onnjiiasn herein set fcrlli, for the period.stated, in conformity wit>-inie Previsions ofOirdinancc No. 2 of this City. This Licensee is issued without verification that the licensee is subject to or exempt from licensing by the State of California. BUSINESS LIC NO: 109475 i Y1 r3'Lf 0 f: SS�',�:,air, OTHER BUSINESS NOT _LISTE -=__= ODTE: 11/30/13 cell', Cit atibill CITY / SA / HA / FA MEETING DATE: February 5, 2013 ITEM TITLE: Right of Way Use and License Agreement with NewPath Networks, LLC for the Purpose of Installing, Maintaining, and Operating a Distributed Antenna System at Multiple Locations Within the City of La Quinta AGENDA CATEGORY: BUSINESS SESSION: CONSENT CALENDAR: STUDY SESSION: PUBLIC HEARING: S RECOMMENDED ACTION: Authorize the City Manager to execute the Right of Way Use and License Agreement between NewPath Networks, LLC and the City of La Quinta. EXECUTIVE SUMMARY: New Path Networks (aka Crown Castle) is proposing to install three distributed antenna systems (DAS) in the City. Two of the DAS would be located in the public right of way and one at Eisenhower Park. All three DAS sites were previously reviewed by the Planning Commission and granted conditional use permits. The Right of Way Use and License Agreement (Agreement) is specific to the installation, maintenance and operation of the DAS within the City's right-of-way and on City property. The Agreement provides for a one-time payment to the City of $13,000 for each DAS location for a term of 10 years. The option of two successive 5-year periods also exists, in which payment of $1,000 per year, per DAS would be required. FISCAL IMPACT: NewPath Networks, LLC will pay a one-time payment of $13,000 for each DAS location installed on City's right of way and City -owned property for the term of the Agreement. Additional revenue of up to $6,000 per carrier may be received should additional carriers be added to the DAS. 1 BACKGROUND AND ANALYSIS: With the increasing demand for wireless data, DAS represent a technology that allows for improved coverage and increased capacity. The DAS or "nodes" are part of a larger network of antennas that fill in smaller coverage gaps. DAS equipment is smaller, requires less energy, and improves telecommunication coverage over smaller areas than non-DAS or "macro" towers. DAS are connected to a "HUB" site via fiber-optic cables. The three DAS locations proposed in La Quinta are at the Avenue 52 and Jefferson Street roundabout, Avenue 50 and Park Street, and Eisenhower Park. The Avenue 52 and Jefferson location will incorporate the antenna into an existing street light near the southeast corner of the intersection. An antenna will be attached to the existing street signal pole at the southeast corner of Avenue 50 and Park Street. The DAS at Eisenhower Park will replace the existing light standard with a 30' tall pole that will include lighting for the park. Research of similar DAS installations with other municipalities and correspondence with the City's legal counsel have concluded that the terms of the proposed Agreement are consistent with other recent similar agreements. The Agreement also includes "most favored municipality" status, which provides opportunity for the fee to increase should a more favorable term occur in another neighboring _J:_i:....the �..+.. As rl rach IIAC is intenrinrl to fanilitate one jurisdiction in L11G IULUIG• FlO I.JlV1JV.7l,lA, <ruV11 Vr�v IJ IIILVII\JV.J �V .a+VI11�u�v VI IV carrier but can accommodate up to three. The Agreement allows for the City to receive additional revenue of up to $6,000 per carrier should additional carriers be added to each DAS during the life of the agreement. ALTERNATIVES: Council could elect to not have the City Manager execute the Agreement. This would prevent installation of the antenna at Eisenhower Park and the other two identified antenna locations due to their reliance upon existing City infrastructure. In addition, State law provides the ability for NewPath to locate their DAS in public right-of-way similar to other utilities, subject to the City's wireless communication provisions. Respectf ubmitted, , Community Development Director Attachment: 1. Right -of -Way Use and License Agreement 2