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File #: 18-413 MEETING DATE: 10/15/2018
REQUEST FOR CITY COUNCIL ACTION
SUBMITTED TO: Honorable Mayor and City Council Members
SUBMITTED BY: Fred A. Wilson, City Manager
PREPARED BY: Kellee Fritzal, Deputy Director of Economic Development
Subject:
Approve and authorize execution of a Small Cell License Agreement between the City and
Mobilitie, LLC; and, approve the First Amendment to the Small Cell License Agreement
between the City and new Cingular Wireless PCS, LLC, dba AT&T Mobility on City -owned
street lights
Statement of Issue:
The City Council is asked to approve and authorize the execution of a Small Cell License Agreement
between the City of Huntington Beach and Mobilitie LLC ("Mobilitie") to allow the installation of up to
32 wireless attachments on City -owned streetlights.
In addition, the City Council is asked to approve and authorize the execution of the First Amendment
to Small Cell License Agreement between the City of Huntington Beach and New Cingular Wireless
PCS, LLC doing business as AT&T Mobility ("AT&T") to allow the installation of up to nine wireless
attachments on City -owned streetlights.
Financial Impact:
The Small Cell License Agreement with Mobilitie will generate $64,000 in annual rental revenue when
all small cell attachments are installed.
The First Amendment to Small Cell License Agreement with AT&T will increase revenues by $18,000
annually upon full deployment. Revenues from both agreements will be placed into the General
Fund.
Recommended Action:
A) Approve the "Small Cell License Agreement" between the City of Huntington Beach and Mobilitie
LLC; and. /%� Kjdgb6tt /V
B) ' Approve the First Amendment to Small Cell License Agreement between the City of Huntington
Beach and new Cingular Wireless PCS, LLC, doing business as AT&T Mobility, approved as to form
by the City Attorney; and, * Y�te
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File #: 18-413
MEETING DATE: 10/15/2018
C) Authorize the City Manager, with review by the City Attorney, to increase u tR Q 1 /6 and
substitute pole locations on an as needed basis, for both agreements.
Alternative Action(s):
Do not approve Small Cell License Agreement and/or First Amendment to Small Cell License
Agreement and direct staff accordingly.
Analysis:
On August 7, 2017, the City Council adopted Zoning Text Amendment (ZTA) No. 17-003 to amend
the Huntington Beach Zoning and Subdivision Ordinance (HBZSO) Section 230.69 which revised the
review process in which pole mounted small cell sites are reviewed in accordance with City design
standards and approved with the issuance of a Site Permit.
The City has finalized its acquisition of the nearly 11,000 streetlights from Southern California Edison,
upon which carriers will mount their small cell sites. The ZTA streamlined the process in which small
cell sites are deployed on non -City owned utility poles and City -owned streetlight poles. The ZTA
requires that any wireless carrier interested in mounting a small cell facility on a City -owned
streetlight must enter into a separate Small Cell License Agreement ("Agreement") with the City.
ILVAno 71WE,
Mobilitie has expressed interest in entering into an Agreement to install up to 32 small cell wireless
attachments onto City -owned street lights. The terms of the Agreement are summarized below:
• Term: Five years
• Option: One additional five-year extension
• Base Monthly Rent: $2,000/pole/year
• Increases: Annual CPI increase or 2%, whichever is greater
The agreed upon base monthly rent with Mobilitie LLC is consistent with the results of the market
study. Staff recommends approval of the Small Cell License Agreement with Mobilitie LLC.
AT&T
On April 16, 2018, the City Council approved a Small Cell License Agreement with AT&T to allow the
installation of up to 16 small cell wireless attachments on City -owned street lights, in accordance with
the City's Wireless Ordinance. AT&T has requested an additional nine (9) street light locations to be
added to the Agreement in order to address gaps in wireless coverage within the City. The terms of
the First Amendment are summarized below:
• Base Monthly Rent: $2,000/pole/year
• Increases: 3% annually
Environmental Status:
Not applicable
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File #: 18-413 MEETING DATE: 10/15/2018
Strategic Plan Goal:
Strengthen economic and financial sustainability
Attachment(s):
1. Small Cell License Agreement between the City of Huntington Beach and Mobilitie, LLC.
2. First Amendment to Small Cell License Agreement with AT&T.
City of Huntington Beach Page 3 of 3 Printed on 10/10/2018
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ACTION AGENDA
City Council/Public Financing Authority October 15, 201
18. 18-413 Approved the First Amendment to the Small Cell License
Agreement Between the City and new Cingular Wireless PCS,
LLC, dba AT&T Mobility on City -owned street lights
A) Approve the "Small Cell LiGeRse 4gFeemeRt"-Between the City „f H ,RtiR, tGR BeaGh
and Mebilitie i i G� and (ITEM WITHDRAWN)
B) Approve the First Amendment to Small Cell License Agreement between the City of
Huntington Beach and new Cingular Wireless PCS, LLC, doing business as AT&T
Mobility, approved as to form by the City Attorney; and,
C) Authorize the City Manager, with review by the City Attorney, to increase up to 10%
and substitute pole locations on an as needed basis.
Item B approved 7-0 as amended by Supplemental Communication; Item C
approved 7-0
19. 18-401 Approved City Council position on legislation pending before the
State Legislature and Congress as recommended by the City
Council Intergovernmental Relations Committee (IRC); and,
authorized City staff and the City's State Advocate to work with
State legislators and County of Orange staff on crafting potential
legislative language to examine the State's property tax
apportionment system
Recommended Action:
A) Approve a City position of support on H.R. 5724 (Rohrabacher) Restoring
Community Oversight of Sober Living Homes Act of 2018; and,
B) Approve a City position of Oppose on recently introduced proposed Bureau of
Cannabis Control Regulations; and,
C) Authorize City staff and the City's State Advocate to work with State legislators and
County of Orange staff on crafting potential legislative language to examine the State's
property tax apportionment system.
Approved 7-0
20. 18-370 Approved FY 2017/18 Year End Adjustment for the Workers'
Compensation Internal Service Fund
Recommended Action:
Approve the appropriation of $1,245,432 in the Fiscal Year 2017/18 Revised Budget in
the General Fund (100) and transfer to the Self Insurance Workers' Compensation
Internal Service Fund (551).
Approved 7-0
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SMALL CELL LICENSE AGREEMENT
THIS SMALL CELL LICENSE AGREEMENT (the "Agreement") is dated as of
, 20 (the "Effective Date"), and entered into by and between the
City of Huntington Beach, a municipal corporation of the State of California
("LICENSOR" or "City"), and Mobilitie, LLC, a Nevada limited liability company
("LICENSEE").
Recitals
A. WHEREAS, the LICENSOR is the owner of certain Poles located in the
Rights -of -Way of the City of Huntington Beach; and
B. WHEREAS, LICENSEE desires to use space on certain of the
LICENSOR's Poles for installation, operation, maintenance, repair and replacement of its
Small Cell and/or Equipment, permitted by the Federal Communications Commission
("FCC") and/or PUC and in accordance with all Laws including but not limited to FCC
rules and regulations and the City's Municipal Cjsde; and
C. WHEREAS, LICENSEE wishes to locate, place, attach, install, operate,
control, and maintain Small Cell and/or Equipment on the Poles in the Rights -of -Way,
owned by the LICENSOR; and
D. WHEREAS, LICENSEE acknowledges that before obtaining a license,
LICENSEE must first obtain a Site Permits; and
E. WHEREAS, LICENSEE is willing to compensate the LICENSOR in
exchange for a grant and right to license portions of the Poles, on the terms and conditions
set forth herein and the respective Site Permits.
Agreement
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of, which are hereby acknowledged, the parties agree to the following
covenants, teIrms, and conditions:
1. PEFINITIGNS. The following definitions shall apply generally to the
provisions of this Agreement:
1.1 Equipment. "Equipment" means the equipment cabinets, antennas, high
power radios (up to 2), utilities and underground fiber optic cables, wires, meters
and related equipment, whether referred to singly or collectively, to be installed and
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operated by LICENSEE only as approved by the City under a particular Site Permit
and that comprise a Small Cell installation.
1.2 Information service. "Information service" means generating, acquiring,
storing, transforming, processing, retrieving, utilizing, or making'" available
information and content via telecommunications, and includes electronic
publishing, as the same may evolve over time.
1.3 Laws. "Laws" means any and all applicable Federal, State and Local
statutes, constitutions, ordinances, resolutions, regulations', judicial decisions,
rules, tariffs, administrative orders, certificates, orders, or:other legal requirements
as such Laws may be amended from time to time.
1.4 Municipal Facilities. "Municipal Facilities" means LICENSOR -owned
property including City -owned 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.
1.5 Network. "Network" or collectively "Networks" means the
telecommunication network operated by LICENSEE to serve its customers.
1.6 Poles. "Poles" or "City Poles" shall mean any light pole(s) that is owned
and/or licensed by the LICENSOR.
1.7 PUC. "PUC" means the California Public Utilities Commission.
1.8 Rights -of -Way. ,."Rights -of -Way" or "ROW" means public property
including air space, owned, dedicated, granted, held, prescriptively used, by
LICENSOR or otherwise authorized, for or by LICENSOR.
1.9 Small Cell. "Small Cell" shall mean equipment at a node/location that
transmits and/or provides connection to a mobile communication system and
complies with Huntington Beach Municipal Code and Public Works Design
Standards and be affixed to an existing City Pole including a light standard.
1.10 Site. "Site" shall mean the location of the Pole(s) described in Exhibit "A"
and depicted in Exhibit "B", attached hereto.
1.14 Site Permit. "Site Permit" shall mean a Permit pursuant to Section
1r2.13.010 of the City of Huntington Beach Municipal Code and a Wireless Permit
/as set forth pursuant to Huntington Beach Zoning and Subdivision Ordinance
("HBZSO") Section 230.96.
1.12 Telecommunications Services. "Telecommunications Services" or
"Services" has the same meaning as that term is defined in the United States Code,
47 U.S.C. 153 (53) or any other use authorized by the PUC and/or the FCC to
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LICENSEE.
2.1 The initial term of this Agreement shall be for a period of five (5) years (the
"Initial Term"), commencingon the first day of the month following mutual
execution of this Agreement (the "Agreement Commencement Date") and ending
on the fifth (5th) anniversary thereof, or until the expiration of the last remaining
Site Permit, whichever is later, unless this Agreement is.., -sooner terminated as
provided herein. The Initial Term may be extended for one (1) additional five (5)
year period (the "Renewal Term") upon an amendment to this Agreement executed
in writing. The Initial Term and Renewal Term shall be collectively referred to
herein as the "Term." City may withhold consent to' extend this Agreement with or
without cause, in which case this Agreement shall terminate.
2.2 The initial term for each particular Site shall be the first day of the month
following the date LICENSEE has commenced installation of its Small Cell and/or
Equipment at a particular Site pursuant to the applicable Site Permit (the
"Commencement Date") and shall be for an initial term of five (5) years ("Site
Initial Term"). Each Site Initial Term may be extended for one (1) additional five
(5) year period upon an amendment'to this Agreement executed in writing (the "Site
Permit Renewal Term"). Unless `otherwise authorized by the City, in writing, the
Commencement Date shall not be later than ninety (90) days from approval of the
Site Permit, or within one hundred eighty (180) days if a Replacement Pole is to be
installed. Unless otherwise'authorized by the City Manager or his/her designee, in
writing, should LICENSEE fail to commence construction within the ninety (90)
or one hundred eighty (180) day periods, respectively, the license and Site Permit
as to that Small Cell shall terminate.
2.3 The Site =Permit Initial Term and Site Permit Renewal Term shall be
collectively referred to herein as the "Site Permit Term." Notwithstanding anything
herein, after the expiration of this Agreement, its terms and conditions shall survive
and govern., 'with respect to any remaining Small Cell location that has a Site Permit
in effect until the expiration or termination of the Site Permit.
3. REPRESENTATION CONCERNING SERVICES; TERMINATION. This
Agreement, shall automatically terminate without any notice from City in the event the
LICENSEE ceases to operate as a provider of Telecommunications Services under
applicable Laws. In the event this Agreement terminates as described above, LICENSEE
shall remove its Small Cell and/or Equipment no later than ninety (90) days from the date
of such termination at its sole cost and expense, and shall be required to return the Site to
its condition prior to installation as required by the City Engineer at the LICENSEE's sole
cost and expense.
In the event the LICENSOR at its sole discretion determines LICENSEE has failed to fulfill
its material obligation as provided under this Agreement, LICENSOR shall provide
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LICENSEE written notice detailing the material obligations which the LICENSOR claims >''Y
LICENSEE has failed to fulfill and notify LICENSEE that it is deemed to be in default of
this Agreement. The determination of material obligations shall be at LICENSEE's
discretion. LICENSEE shall have thirty (30) days to cure the default; provided, however,
where such default cannot reasonably be cured within thirty (30) days, LICENSEE shall
not be in default if it commences to cure such default within said thirty (30) day"period and
diligently pursues cure to completion, not to exceed ninety (90) days. If default is not cured
within the prescribed time frame, then the LICENSOR may terminate the Agreement by
issuing written notice to LICENSEE and this Agreement shall terminate no sooner than ten
(10) days from the date of issuance of the notice. Upon termination, LICENSEE shall
remove its Equipment pursuant to Section 6.4.
LICENSEE may terminate this Agreement or any Site Permit by providing LICENSOR
with sixty (60) days written notice. Upon the removal of the Small Cell and/or Equipment
related to a terminate Site Permit, the obligation of LICENSEE to pay any and all fees
hereunder shall automatically cease. In the event this Agreement is terminated, City shall
determine at its sole discretion whether any particular Site Permit shall also terminate. In
the case of any Site Permit termination, LICENSOR shall remove all Small Cell
components and/or Equipment from City ROW installed pursuant to this Agreement no
later than ninety (90) days from the date of such termination and return the ROW (including
Pole) to its condition before the installation, reasonable wear and tear excepted, at
LICENSEE's sole cost.
4. SCOPE OF AGREEMENT:"Any and all rights expressly granted to LICENSEE
under this Agreement, which shall`be exercised at LICENSEE's sole cost and expense,
shall be subject to the prior and continuing right of the LICENSOR under applicable Laws
to use any and all parts of the'ROW exclusively or concurrent licenses with any other
person or entity and shall be further subject to all deeds, easements, dedications, conditions,
covenants, restrictions, encumbrances, and claims of title of record which may affect the
ROW as of the date of the''individual Site.
4.1 Plan fo'r Attachment to City Poles or Municipal Facilities. Prior to
installation, ;LICENSEE will submit to the authorized representative of the
LICENSOR a proposed plan for the design for any proposed Small Cell
installations that will include all Equipment LICENSEE proposes to use.
LICENSEE shall include in the plan proof of insurance, a provision to provide City
employees and contractors with safety training related to the Small Cell and/or
Equipment and installations. City may reject the plan including any component
thereto at its sole discretion and said Small Cell shall not be allowed as part of this
Agreement. Any approved plan shall be included as part of an applicable Site
Permit.
4.1.1 Subject to the conditions of this Agreement and as authorized by the
ff` Huntington Beach Municipal Code including the HBZSO, LICENSEE may
enter upon the ROW to locate, place, attach, install, operate, maintain,
control, remove, reattach, reinstall, relocate, and replace Small Cell and/or
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Equipment permitted and approved by the City in or on City Pole providing
Telecommunications Services.
4.1.2 LICENSEE will make arrangements with Southern California
Edison to provide the Equipment with power as approved ri the
construction plans. Payment for said power is the sole responsibility of
LICENSEE. LICENSEE will power its equipment in a way as to reduce the
disruption to City -owned equipment or facilities. All work contracted or
subcontracted by LICENSEE, including electric work, shall be performed
by a licensed contractor that is approved by the LICENSOR. LICENSOR
agrees to promptly approve or disapprove LICENSEE's proposed
contractors, a list of whom may be submitted in advance of any Site Permits
or the commencement of any work related thereto.
4.1.3 Prior to commencement of any work to install or operate a Small
Cell or Equipment, LICENSEE shall obtain and/or possess any required
City, State of Federal permits or licenses.
4.1.4 If LICENSEE selects a Pole that is structurally inadequate to
accommodate Equipment, at the "City's sole discretion with prior written
approval, LICENSEE may, at; its sole cost and expense, replace the Pole (a
"Replacement Pole") with .one that is acceptable to and approved by the
LICENSOR and dedicate such Replacement Pole to the LICENSOR upon
installation thereof. If LICENSEE's Small Cells or Equipment are installed
on any Replacement' Poles, LICENSEE shall provide and deliver to
LICENSOR one (1) additional Replacement Pole (excluding mast arm) so
that a replacement is immediately available to LICENSOR in case an
existing Replacement Pole in use by LICENSEE is damaged or destroyed
and is no longer suitable to support LICENSEE's Small Cell or Equipment.
If an existing standard Pole has been replaced with a Replacement Pole and
such Replacement Pole is damaged or destroyed or is no longer suitable to
support ;LICENSEE's Small Cell or Equipment, LICENSEE shall be
responsible for the cost difference, if any, in replacing such Replacement
Pole_!"
4.2 No Interference. LICENSEE in the performance and exercise of its rights
and obligations under this Agreement shall not interfere in any manner with the
existence and operation of any and all public and private rights -of -way, sanitary
sewers, water mains, storm drains, gas mains, poles, aerial and underground
electrical and telephone wires, traffic signals, wired and wireless
telecommunications facilities owned by the LICENSOR or any third party;
electroliers, cable television, location monitoring services, public safety and other
then existing telecommunications equipment, utility, or municipal property,
without the express written approval of the owner or owners of the affected property
or properties, except as permitted by applicable Laws or this Agreement. However,
the LICENSOR agrees that its tenants, licensees, or users of the ROW who
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currently have or in the future take possession of space within the ROW within
three hundred feet (300') of any LICENSEE Small Cells will be permitted to install
only such components and/or equipment that is of the type and frequency which
will not cause harmful interference which is measurable in accordance with then
existing industry standards to the then existing Equipment of LICENSEE.
4.3 Permits; Default. Whenever LICENSEE is in default of this Agreement or an
applicable Site Permit, after notice and a thirty (30) day cure period, or where such
default cannot reasonably be cured within thirty (30) days but LICENSEE
commences to cure such default within said thirty (30) .day period and diligently
pursues cure to completion, not to exceed ninety (90),days, in all instances, in any
of its obligations under this Agreement, the LICENSOR may suspend this
Agreement and/or deny encroachment, excavation or similar work until such time
as LICENSEE cures all of its defaults.
4.4 No Authorization to Provide Other Services. LICENSEE represents,
warrants and covenants that its Small Cell and/or Equipment installed pursuant to
this Agreement and each Site Permit/will be utilized solely for providing the
Telecommunications Services identified herein and LICENSEE is not authorized
to and shall not use its Small Cell and/or Equipment to offer or provide any other
services not specified herein.
4.5 Nonexclusive 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
LICENSOR's use of the ROW including: (1) the continuing right of the
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 those
set forth below.
5.1 License Fee. In order to compensate the LICENSOR for LICENSEE's
entry upon and deployment of Small Cell and/or Equipment on City -owned Poles,
LICENSEE shall pay to the LICENSOR, on an annual basis, an amount of two
thousand dollars ($2,000.00) per Site (the "License Fee"). LICENSEE shall make
the first payment of License Fee under any Site Permit within thirty (30) days of
the applicable Commencement Date for the applicable Site. Thereafter, License
Fees shall be paid on or before each anniversary of the Commencement Date during
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the Site Permit Term.
5.2 License Fee Adjustment. Effective on the first anniversary of the
Commencement Date of any Site Permit Term, and continuing annually thereafter
during the applicable Site Permit Term, the License Fee shall be subject ,to
adjustment ("Adjusted License Fee"), in the manner hereinafter set forth, with a
floor of three percent (3%) and a ceiling of five percent (5%), for increases
compared to the previous year in the index known as United States Department of
Labor, Bureau of Labor Statistics, Consumer Price Index, All Urban, Consumers,
Los Angeles -Anaheim -Riverside Statistical Area Average, All.4tems, (1982-
84=100) ("CPI'') or the successor index that most closely approximates the CPI. In
no event shall the Adjusted License Fee, after adjustment under the provisions set
forth above, be less than the amount of License Fee in effect hereunder immediately
prior to such adjustment.
5.3 Business License. The LICENSEE shall obtain a Business License from
the City and pay all applicable taxes, or fees associated with performance of the
terms contained herein.
5.4 Payment. LICENSEE shall pay the License Fee annually to City at the City
Treasurer's Office, P.O. Box 711, Huntington Beach, California, 92648, or at such
other place or places as City may from time -to -time designate by written notice
delivered to LICENSEE. LICENSEE shall pay the License Fee, which must be
received by the City Treasurer within fifteen (15) calendar days ("Due Date") on
the anniversary of the Commencement Date, or on the next business day if the
fifteenth day falls on a weekend or holiday. License Fee 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
License Fee by electronic funds transfer and in such event, the LICENSOR agrees
to provide to LICENSEE bank routing information for such purpose upon request
of LICENSEE.
5.5 Delinquent Payment. If LICENSEE fails to pay any amounts due pursuant
to this Agreement after sixteen (16) days from the Due Date, or the next business
day if the day falls on a weekend or holiday, LICENSEE shall pay the following
late charge and penalty: a late payment charge shall equal ten percent (10%) of the
amount due to the City, or ten percent (10%) of the amount remaining unpaid to the
City if a portion was timely paid. Interest shall accrue on all unpaid monies due,
exclusive of late payment charges, at the rate of one half of one percent per month
of the total amount due from the date the amount becomes delinquent until the date
that all delinquent amounts are paid to the City.
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5.6 Additional Remedies. The remedy provisions set forth in §5.5 above'are
not exclusive, and do not preclude the LICENSOR from pursuing any other or
additional remedy including terminating this Agreement and all Site Permits issued
thereto in the event that payments become overdue by more than sixty; (60) days.
6. CONSTRUCTION. LICENSEE shall comply with all applicable Federal, State,
and City codes related to the construction, installation, operation, maintenance, and control
of LICENSEE's Small Cell and/or Equipment installed in the ROW, Except as otherwise
provided herein, LICENSEE shall not attach, install, maintain, or operate any Small Cell
and/or Equipment in or on the ROW without obtaining all City permits including a Site
Permit and with additional prior written approval of an authorized representative of the
LICENSOR for each location whose approval is required by the City Municipal Code.
6.1 Obtaining Required Site Permits; ,Modifications. LICENSEE shall
apply for and obtain all appropriate permitsand pay all applicable permit fees
and/or taxes as a condition precedent to`' installation of any Small Cell and/or
Equipment contemplated in this Agreement. LICENSEE shall maintain all
appropriate permits and pay all applicable permit fees and/or taxes.
6.2 Relocation and Displacement of Equipment. LICENSEE understands,
acknowledges and agrees that LICENSOR may require LICENSEE to relocate one
or more of its Small Cell and/or Equipment installations. LICENSEE shall at
LICENSOR's direction and` upon one hundred eighty (180) days prior written
notice to LICENSEE for,Xssubsection (a) below, or upon ninety (90) days prior
written notice to LICENSEE for subsections (b) and (c) below, relocate such Small
Cell and/or 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,fSmall Cell and/or Equipment is interfering with or adversely
affecting proper operation of LICENSOR -owned Poles, traffic signals,
communications, or other Municipal Facilities; or (c) to protect or preserve the
public health or safety including aesthetics as determined by the LICENSOR at its
sole discretion. In any such case, LICENSOR shall use reasonable efforts to afford
LICENSEE a reasonably equivalent alternate location. If LICENSEE shall fail to
relocate any Small Cell and/or Equipment as requested by the LICENSOR in
accordance with the foregoing provision, LICENSOR shall be entitled to remove
or relocate the Small Cell and/or Equipment at LICENSEE's sole cost and expense,
w.iihout 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 thirty (30)
days of the date of a written demand for this payment from the LICENSOR. To the
extent the LICENSOR has actual knowledge thereof, the LICENSOR will attempt
promptly to inform LICENSEE of the displacement or removal of any Pole on
which any Small Cell and/or Equipment is located. If the Municipal Facility is
damaged or downed for any reason, and as a result is not able to safely hold the
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Equipment, the LICENSOR will have no obligation to repair or replace such , 'r
Municipal Facility for the use of LICENSEE's Equipment and assume no loss
whatsoever to LICENSEE. LICENSEE shall bear all risk of loss as a result' of
damaged or downed Municipal Facilities pursuant to §6.8 below, and may choose
to replace such Municipal Facilities pursuant to the provisions of §4.1.5' above.
Nothing in this Agreement shall limit LICENSOR's right to act to protect the public
if the condition of a Municipal Facility, Pole, Small Cell, or Equipment at any Site
poses an immediate threat to public health or safety. In such instances, if
LICENSOR is unable to provide LICENSEE with prior notice,,LICENSOR shall
provide LICENSEE with notice about the action LICENSOR" took to protect the
public from an immediate threat at any Site within a reasonable period of time after
LICENSOR takes such action.
6.3 Damages Caused by LICENSEE. LICENSEE shall, at its sole cost and
expense and to the satisfaction of the LICENSOR: (a) remove, repair or replace any
of its Small Cell and/or Equipment that is damaged or becomes detached; and/or
(b) repair any damage to ROW, City Pole 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 Small Cell and/or
Equipment, reasonable wear and tear excepted. If LICENSEE does not remove,
repair or replace such damage to its Small Cell and/or Equipment or to ROW, City
Pole or other property, the LICENSOR shall have the option, upon thirty (30) days'
prior written notice to LICENSEE, to perform or cause to be performed such
removal, repair, or replacement on behalf of LICENSEE and shall charge
LICENSEE for the actual costs incurred by the LICENSOR. If such damage causes
a public health or safety emergency, as reasonably determined by the LICENSOR,
the LICENSOR may immediately perform reasonable and necessary repair or
removal work on behalf of LICENSEE and will notify LICENSEE as soon as
practicable; provided,,such repair work only involves reattachment of LICENSEE's
Small Cell and/or Equipment to a Pole or repair of the Pole itself, and shall not
include any technical work on LICENSEE's Equipment. Upon the receipt of a
demand for payment by the LICENSOR, LICENSEE shall within thirty (30) days
of such receipt reimburse the LICENSOR for such costs. The terms of this
provision shall survive the expiration, completion or earlier termination of this
3
Agreement.,'
6.4 Removal of Equipment. Within ninety (90) days after the expiration or
earlier'iermination of this Agreement, and/or a Site Permit, LICENSEE shall at its
soleic'ost, safely and carefully remove the Small Cell and/or Equipment from all
Municipal Facilities and ROW. Such obligation of LICENSEE shall survive the
expiration or earlier termination of this Agreement. If LICENSEE fails to complete
,this 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
9
18-6639/183562/W
LICENSOR in performing any removal work and any storage of LICENSEE's
property after removal within thirty (30) days of the date of a written demand for
this 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 liability to the LICENSOR. If the LICENSOR does not ,receive
reimbursement payment from LICENSEE within such thirty (30) days, or if
LICENSOR does not elect to remove such items at the LICENSOR3s 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, Municipal Facilities, or stored by,the 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 by Law.
If LICENSOR incurs e-waste and hazardous disposal fees as part of any Federal,
State, or Local regulatory environmental requirements, LICENSOR shall have the
option to bill LICENSEE for said disposal fees,and LICENSEE agrees to reimburse
LICENSOR within thirty (30) days of receiving reimbursement request.
Alternatively, the LICENSOR may elect ' to take title to abandoned property,
provided that 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.
6.5 Risk of Loss. LICENSEE acknowledges and agrees that LICENSEE,
subject to the terms of this Agreement bears all risks of loss or damage or relocation
or replacement of its Small Cell and/or Equipment and materials installed in the
ROW or on Municipal Facilities pursuant to this Agreement from any cause, and
the 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 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 §7.2 below.
In the event of damage by fire or other casualty to the Municipal Facilities, Poles,
Small"Cell, or Equipment that cannot reasonably be expected to be repaired within
forty-five (45) days following same, or, if the Municipal Facilities, Poles, Small
Cell, or Equipment are damaged by fire or other casualty so that such damage may
reasonably be expected to disrupt LICENSEE's operations for more than forty-five
'(45) days, then LICENSEE may, at any time following such fire or other casualty,
provided LICENSOR has not completed the restoration required at Municipal
Facilities or Poles to permit LICENSEE to resume its operations, terminate the Site
J
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f
r'
10
Ej 18-6639/183562/MV
Permit upon fifteen (15) days prior written notice to LICENSOR. Any such notice
of termination shall cause the Site Permit to expire with the same force and effect
as though the date set forth in such notice were the date originally set as the
expiration date of the Site Permit and the parties shall make an appropriate.
adjustment, as of such termination date, with respect to payments due to the other
under the Site Permit. Notwithstanding the foregoing, the rent shall abate during
the period of repair following such fire or other casualty in proportion to the'degree
to which LICENSEE's operations are impaired.
7. INDEMNIFICATION AND WAIVER. LICENSEE agrees to indemnify, defend,
protect, and hold harmless the City of Huntington Beach, its City Council or any elected
official its members, officers, officials, employees or agents, (collectively, the
"Indemnitees") 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 attorney's fees and costs". of defense (collectively, the
"Losses") resulting from this Agreement, except to the extent that the Losses are caused
by the Indemnitees' negligence or willful misconduct.
7.1 Waiver of Claims. LICENSEE waives any and all claims, demands, causes
of action, and rights it may assert against'ithe LICENSOR on account of any loss,
damage, or injury to any Small Cell and/or Equipment or any loss or degradation
of the Telecommunications Services or'Information Service as a result of any event
or occurrence which is beyond the reasonable control of the LICENSOR.
7.2 Waiver of Subrogation;'The parties hereby waive and release any and all
rights of action for negligence against the other which may hereafter arise on
account of damage to Municipal Facilities, Small Cell or to the ROW, resulting
from any fire, or other casualty of the kind covered by standard fire insurance
policies with extended coverage, regardless of whether or not, or in what amounts,
such insurance is now or hereafter carried by the parties, or either of them. These
waivers and releases, shall apply between the parties and they 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 either party concerning the
Municipal Facil-ities, Small Cell or the ROW shall waive the insurer's right of
subrogation against the other party.
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
X
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. a°SECURITY FOR PERFORMANCE. Before any construction begins in the
ROW by LICENSEE, and if requested by LICENSOR, LICENSEE shall provide the
11
18-6639/183562/MV
LICENSOR with performance bonds, and if considered necessary by the LICENSOR,
payment bonds, in amounts equal to the full amount of the replacement of each Pole. The
payment bond shall be solely for the protection of claimants supplying labor or materials
for the required construction work and the performance bond shall be solely for the
protection of the LICENSOR, conditioned upon the faithful performance of the required
construction work. Bonds shall be executed by a surety company duly authorized -to do
business in the State of California, and acceptable to the LICENSOR and shall be kept in
place for the duration of the work.
9. INSURANCE. LICENSEE shall obtain and maintain at all times during the term
of this Agreement Commercial General Liability insurance with a limit of $2,000,000 per
occurrence for bodily injury and property damage and $2,000,000 general aggregate
including premises -operations, contractual liability, personal, injury and products
completed operations; and Commercial Automobile Liability insurance covering all owned
non -owned and hired vehicles with a limit of $1,000,000 each accident for bodily injury
and property damage. In any case, the Commercial General Liability insurance policy shall
name the LICENSOR, its commission members, officers, and employees as additional
insured as respects any covered liability arising out of LICENSEE'S performance of work
under this Agreement. Coverage shall be in an occurrence from 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. LICENSEE shall be responsible for notifying the LICENSOR of such
change or cancellation.
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 shalltsiate the following:
f;.
(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
AF
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 §10 below.
12
18-6639/183562/MV
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 not less than One
Million Dollars ($1,000,000) and shall furnish the LICENSOR with a certificate
showing proof of such coverage.
9.3 Insurer Criteria. Any insurance provider of LICENSEE shall be admitted
and authorized 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 "VIL"
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.
10. NOTICES.
10.1 Method and Delivery of Notices.: All notices which shall or may be given
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:
City of Huntington Beach
Office of Business Development
Attention: Deputy Director
1685 Main Street
Huntington Beach, CA 90401
if to LICENSEE:
Mobilitie, LLC
Attn: Legal Department
660 Newport Center Drive
Suite 200
Newport Beach, CA 92660
With a copy to:
Mobilitie, LLC
Attn: Asset Management
660 Newport Center Drive
Suite 200
Newport Beach, CA 92660
18-6639/183 562/MV
13
10.2 Date of Notices; Changing Notice Address. Notices shall be deemed
given upon receipt in the case of personal delivery, three (3) days after deposit in
the mail, or the next business day in the case of facsimile, email, or 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 above.
11. RESERVED
12. ASSIGNMENT. This Agreement may be assigned by LICENSEE to any parent
company, subsidiary, affiliate, or any person, firm, or corporation that shall control, be
under the control of, or be under common control of the LICENSEE or to any entity into
which LICENSEE may have merged, consolidated, acquired the assets of the LICENSEE
that are subject to this Agreement in its entirety, substantially, or partially, with the express
written consent of the LICENSOR, of which consent shall not be unreasonably withheld,
conditioned or delayed.
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.
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
14
18-6639/183562/N V
severable from the remaining provisions of this Agreement and shall not affect the
legality, validity, or constitutionality of the remaining portions of this Agreement.
Each party hereby declares that it would have entered into this Agreement and
each provision hereof regardless of whether any one or more provisions may be
declared illegal, invalid, or unconstitutional.
14.3 Contacting LICENSEE. LICENSEE shall be available to the staff
employees of any LICENSOR department having jurisdiction over LICENSEE's
activities 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 network control
center operator at telephone number (877) 244-7889 regarding such problems or
complaints.
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 with jurisdiction in the courts of the
County of Orange. 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 California.
14.5 Attorneys' Fees. Should any dispute arising out of this Agreement lead to
litigation, the prevailing party shall NOT be entitled to recover its costs of suit,
including (without limitation) reasonable attorneys' fees,
14.6 Consent Criteria. In any case where the approval or consent of one party
hereto is required, requested or otherwise to be given under this Agreement, such
parry shall not unreasonably delay, condition, or withhold its approval or consent.
14.7 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 § .4.2 above. This Agreement shall not be revocable or terminable
except as expressly permitted herein.
14.8 Amendment of Agreement. This Agreement may not be amended except
pursuant to a written instrument signed by both parties.
14.9 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.
15
18-6639/183562/MV
14.10 Public Records. LICENSEE acknowledges that information submitted
the LICENSOR may be open to public inspection and copying under state law-,
14.11 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. A' i
14.12 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 right 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.
14.13 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.
14.14 Effect of Acceptance. LICENSEE (a) accepts and agrees to comply with
this Agreement and all applicable federal, state and local laws and regulations; (b)
agrees that this Agreement was grdnted pursuant to processes and procedures
consistent with applicable law; andA(c) agrees that it will not raise any claim to the
contrary or allege in any claim or proceeding against the LICENSOR that at the
time of acceptance of this Agreement any provision, condition or term of this
Agreement was unreasonable or arbitrary, or that at the time of the acceptance of
this Agreement any such provision, condition or term was void or unlawful or that
the LICENSOR had no power or authority to make or enforce any such provision,
condition or term.'
14.15 Time is of thel Essence. Time is of the essence with regard to the
performance of all of the parties' obligations under this Agreement.
i
14.16 Compliance with Law. LICENSEE shall at all times comply with all
applicable Federal, State and Local laws and regulations, including any permit
requirements or conditions.
r
[Signature/page follows]
16
18-6639/183562/MV
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed the
day and year first above written.
"LICENSEE" "LICENSOR" and "CITY"
MOBILITIE, LLC, a Nevada limited liability CITY OF HUNTINGTON BEACH,
company Municipal corporation of the State of
in
Its
�U� , C-general C�nsel
APPROVED AS TO FORM:
1ty orney t�►�J
f
Exhibits:
Exhibit A — GF
Exhibit B — Sit
t?
I
t�
if
J
lepiction
;+d
17
18-6639/183562/MV
Exhibit "A"
CityPolelD
Owner
Latitude
Longitude Status
Carrier
49
HB
33.6813942
-118.0301164 Reserved
Mobilitie Sprint
859
HB
33.65747848
-117.9981055 Reserved
Mobilitie Sprint
2232
HB
33.711667
-118.064518 Reserved
Mobilitie Sprint
8254
HB
33.665813
-118.012964 Reserved
Mobilitie Sprint
8309
HB
33.66722
-118.015496 Reserved
Mobilitie Sprint
9462
HB
33.664555
-118.011379 Reserved
Mobilitie Sprint
9523
HB
33.662821
-118.008962 Reserved
Mobilitie Sprint.o'�
9544
HB
33.662249
-118.00813 Reserved
Mobilitie Sprint
10838
HB
33.651883
-117.992939 Reserved
Mobilitie Sprint
10876
HB
33.653892
-117.997356 Reserved
Mobilitie Sprint
11333
HB
33.648956
-117.961697 Reserved
Mobilitie Sprint
11382
HB
33.714128
-118.067297 Reserved
Mobilitie Sprint
11614
HB
33.644629
-117.981052 Reserved
Mobilitie Sprint
11617
HB
33.635486
-117.963724 Reserved
Mobilitie Sprint
11626
HB
33.639532
-117.959984 Reserved;
Mobilitie Sprint
11652
HB
33.640837
-117.96204 Reserved
Mobilitie Sprint
11697
HB
33.643081
-117.964908 Reserved
Mobilitie Sprint
12370
HB
33.64348
-117.962063 Reserved
Mobilitie Sprint
12374
HB
33.646369
-117.962099 Reserved
Mobilitie Sprint
12457
HB
33.642668
-117.97203'Reserved
Mobilitie Sprint
12825
HB
33.649316
-117.988411 Reserved
Mobilitie Sprint
12947
HB
33.659937
-118.004868 Reserved
Mobilitie Sprint
13052
HB
33.657735
-117.993636 Reserved
Mobilitie Sprint
13053
HB
33.65773
-117.99312 Reserved
Mobilitie Sprint
13070
HB
33.724821
-118.077661 Reserved
Mobilitie Sprint
13074
HB
33.723667
„-118.077888 Reserved
Mobilitie Sprint
13079
HB
33.722152-'
-118.076422 Reserved
Mobilitie Sprint
13086
HB
33.720728
-118.074812 Reserved
Mobilitie Sprint
13089
HB
33.719814
-118.073782 Reserved
Mobilitie Sprint
13096
HB
33.7:i207
-118.072477 Reserved
Mobilitie Sprint
13097
HB
33718385
-118.072152 Reserved
Mobilitie Sprint
13104
HB
33.717039
-118.070366 Reserved
Mobilitie Sprint
I
MOINV-3 OP ID: NM
Al.r �RiJ�
CERTIFICATE OF LIABILITY INSURANCE
DATE (MMIDDIYYYY)
I OB11412018
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES,,,,-'
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: tf the certificate holder Is an ADDITIONAL INSURED, the policy(les) must be endorsed. tf SUBROGATION IS WAIVED, subject to
the terms and Conditions of the Polley, certain policies may require an endorsement. A statement On this certificate does not confer rlglifs to the
certificate holder In Qeu of such endorsements).
PRODUCER
Sllverstone Insurance Services
Jetton & Assoc Ins Svs Inc
P.O. Box 1200 (Llc #0004829)
Rancho Cucamonga CA 91729-1200
Brent Jetton, AAI, CIC
CONTACT NAME: Brent Jetton, AAI, CIC
PHONE FAx
Ar No • 909-980-4211 aC No : "909�980�785
ADDRESS: `
INSURERS) AFFORDING COVERAGE
NAIC *
INSURERA: Federal Insurance Company f
20281
INSURED Mobiiitie, LLC
INSURERS: Great American E85Ins Co/
37632
660 Newport Center Dr. #200
INSURERC:Underwriters Lloyds London IL
15792
Newport Beach, CA 92660
INSURER D
INSURER E : r
INSURER F -
T'r)VFRAr:FB CERTIFICATE NLIMRER* °` 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.
LTR
TYPEOFINSURANCE
INSR
POLICYNUMBER
WDD
MIDD
LIMITS
GENERAL LIABILITY
r'"
EACH OCCURRENCE
$ 1,000,00
PREMISES Ea occurrence
$ 500,00
A
X coi�tERCIAt GEIJERPL LIABILITYX
X
36036868
71/112017
11/112018
CLAIMS -MADE 191 OCCLIR
rr�T
MED EXP (Any one person)
$ 5,00
PERSONAL BADVINJURY
$ 1,000,00
"J
CONTRACTUAL LIAB
GENERAL AGGREGATE
$ 2,000,00
GENL AGGREGATE LIMIT APPLIES PER:
PRODUCTS - COMPIOP AGG
$ 2,000,00(
$
POLICY PRO- X LOC
AUTDMDBILE LIABILITY
a�
COMBINED SINGLE LIMIT
Ea accioerd)
1,000 DD
$ ,
BODILY INJURY (Per person)
$
A
X my AUTO
X
X
73591570 ,-�"
11/1112017
11/112018
ALL OWNED SCHEDULED
AUTOS AUTOS
f
BODILY INJURY (Per accident)
$
X HIRED AUTOS X NND� WN
;)�"+
r
OPERTY DAMAGE
P PROPERT-IDENn
$
$
F.
X
UMBRELLA LJAS
OCCUR9
EACH OCCURRENCE
$ 10,000,00
A
EXCESSLIAB
N
CLAIMS-MADE9897229/1,
A
11/11/2017
11/112018
AGGREGATE
$ 10,000,00
r
DED I I RETENnON $
$ Follow Forrr
WORKERS COMPENSATION
WC STATU- OTH-
X TORY LIMITS ER
A
AND EMPLOYERS' LLABILRY
ANY PROPRIETORIPARTNERIEXECUTIVE YIN
OFFICERIkEkOER EXCLUDED? EN]
N/A
X
1749062
11/1112017
11/1112018
E.L. EACH ACCIDENT
_
$ 1,000,00
E.LDISEASE- EAEMPLOYEE
$ 1,000,00
(MendatoryInNH)
j
E.L. DISEASE- POLICY LIMIT
$ 1,000,00
1I yas, describe under
DESCRIPTION OF OPERATIONS bekw I,f
B
Pollution Llab
PRE315985702
11/112017
11/112018
5,000,00
C
Professional Llab
PMOBIOD0917
11/11/2017
jEaCIrrLfAqg
11/112018
EaClrrdAgg 5,000,00
DESCPJFnON OF OPERATIONS I LOCATIONS/ VEHICLES (Affach ACORD 1D1, Addrdonel Remerks Schedule, if more apace Is required)
City of Huntington Beach is an additional insured with respects to general
liability and auto liability`. Waiver of subrogat oAppo*k
liability, auto liability and workers comp. Coverage is primary/non.-
contributory. *30 Days NOC. .
" G$Y9l/L.
gy
-Fbr MICHAEL E. GATES jr
Cm ATTORNEY
rrrY OF Hi iNTINr.TON BEACH
r-CDTIGIr-ATC WY91 rIGR / CANCFI I ATIr1N
CAHUNTI
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXP[RATION DATE THEREOF, NOTICE W)LL BE DELIVERED IN
City of Huntington Beach
ACCORDANCE WITH THE POLICY PROVISIONS.
1685 Main Street
AUTHDRtTFD REPREseJrATTVE
H❑gtfngton Beach, CA9D401
4
O ISBB-2010 ACORD CORPORATION. All rights reserved.
ACORD 25 (2D10105) The ACORD name and logo are registered marks of ACORD
145
CH U BB' Liability Insurance
Endorsement
Policy Period
NOVEMBER 11, 2017 TO NOVI-3vMF;R 11, 2)18
r`
Effective Date NOVEMBER 11, 2017
Policy Number 3603-68-68 PLE f
Insured
J`
Name of Company FEDERAL INSURANCE COWANY
Date Issued NOVEM13EW15, 2017
.............__... _....-......... ... _.__ ......-..
This Endorsement applies to the following forms:
GENERAL LIABH=
- .. .............................................. ......... ....... .
Under Who Is An Insured, the following provision is added,
Who Is An Insured City of Huntington}Beach, its commission members, officers, and employees
Additional Insured - Persons or organizations shown in the Schedule are insureds; but they are insureds only if you are
scheduled Person obligatedpuisuant to a contract or agreement to provide them with such insurance as is afforded by
Or Organization this policy:
Howeyci, the person or organization is an insured only:
• if and then only to the extent the person or organization is described in the Schedule;
• la to the extent such contract or agreement requires the person or organization to be afforded
` status as an insured;
71J• for activities that did not occur, in whole or In part, before the execution of the contract or
agreement; and
with respect to damages, loss, cost or expense for injury or damage to which this insurance
applies.
r
¢ No person or organization is an insured under this provision:
r
• that is more specifrcallyidentified under any other provision of the Who Is An Insured
rr.
section (regardless of any limitation applicable thereto).
• with respect to any assumption of liability (of another person or organization) by them in a
contract or agreement,'Ihis limitation does not apply to the liability for damages, loss, cost or
expense for injury or damage, to which this insurance applies, that the person or organization
would have in the absence of such contract or agreement,
Vabillty Insurance AddNonal Insured - Scheduled Person Or Organization
Foam 80.02.2367(Rev. 5-07) 1 ndomamant
continued
Page 1
146
E: H U E3 ET
Llabifity Endorsement
(ContInued)
Under Conditions, the following provision is added to the condition tifted Other
Condiffma
Other Insurance — Ifyou are obligated, pursuant to a contractor agreement, to provide the.pOrson or organization
pr,Mapl , Noncontributory shown m the Schedule with primary insurance such as is afforded by_ this policy, then in such ease
Insurance — Scheduled this imarame is primary and we will not sock contribution from insurance available to such person
Person Or Organization or organization.
Schedule
Persons or organizations that you are obligated, pum'ant to a contract or ag=nxM to provide with
such inam-ance as is afforded by this policy.
All other t=m and conditions remain unchanged.
Authorized Reprossn"a
Uablilty Insurance AfffflaW IravW - &;he&" Pawn or 0%vilm bbn leaf PAP
Farm 8042L2367(Rov. 5-0n Endorsement page 2
147
Conditions
(continued)
Transfer Or Waiver Of We will waive the right of recovery we would otherwise have had against another person or
Rights Of Recovery organization, for loss to which this insurance applies, provided the insured has waived the rrights
Against piers of recovery against such person or organization in a contract or agreement that is executed before
such loss.
To the extent that the hmmed's rights to recover all or part of any payment made under this
insurance have not been waived, those rights are transfenEd to m1he insured must do nothing
after loss to impak then. At our request, the insured will bring!sWt or transfer those rights to us
and help us enforce them.
This condition does not apply to medical expenses.
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Fbo 80.02-2000 (Rev. 4-01) Conhad Page 24 of22
148
Policy Number: 73591570
COMMERCIAL AUTOMOBILE/
TES ENDORSEMENT CHANGES'THE POLICY. PLEASE READ N CAREFULLY.
COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT,
This endorsement modifies Insurance provided under thefoUawing;
BUSINESS AUTO COVERAGE FORM
This endorsement modi#tes the Business Auto Coverage Form
1. EXIMED CANCELLATION CONDITION
Paragraph A,2.b. —CANCELLATION - of the
COMMON POLICY CONDITIONS form IL 00 17Is
deleted and replaced with the following:
b. 60 days before the effective date of canedllation If
we cancel for any other reason.
2. BROAD FORM INSURED
A. Substdimies and Newly Acquired or Foamed
Organizations As Ihsureds
The Named Insured shown in the Declarations is
amended to include:
1. Any legally incorporated subsidiary in which
you own more than 50% of the voting stock on
the effective date of the Coverage Form
However, the Named Insured does not Include; '
any subsidiary that is an 'insured' under any
other automobile policy or would be art
'insured" under such a policy but for it!, -
termination or the exhaustion of its Limit of
Insurance.
2. Any organization that Is acquired or formed by
you and over which you maintain a ajority
ownership. However, the Named Insured
does not include any newly formed or
acquired organization:
(a) That is an 'insured" under any other
automobile policy;
(b) That has exhausted its Limit of Insurance
under any other policy-, or
(c) 180 days or more after its acquisition or
formation by you, unless you have given
us written notice of the acquisition or
formation.
Coverage does not apply to "bodly Injury' or
"property damage„ that results from an `accident"
that occurred before you formed or acquired the
orgartiratton.
B. Employees as insureds
Paragraph A 1. — WHO IS AN INSURED —of
SECTIONII—LIABIiM COVERAGE is amended to
add the following:
d. Any "employee" of yours while using a
covered "auto" you don't own, hire or
borrow in your business or your personal
affairs.
C. Lessors as Insureds
Paragraph A.1.. —WHO IS AN INSURED — o f
SECTION II —LIABILITY COVERAGE Is
amended to add the following:
e. The lessor of a covered "auto" while the
"auto" is leased to you under a written
agreement If:
(1) The agreement requires you to
provide direct primary insurance for
the lessor, and
(2) The "auto" is leased without a driver.
Such leased "auto" will be considered a
covered "auto" you own and not a covered
"auto" you hire
However, the lessor is an'hisured" only
for "bodily Injury" or "property damage"
resulting from the acts or ornisslons by:
1, You;
2. Any of your 'employees' or agents;
or
3. Any person, except the lessor or
any "employee" or agent of the
lessor, operating an "auto" with the
permission of any of 1. and/or 2.
above.
D. Persons And Orgardzations As bnsrneds
Under A Wri(tert Insured Contract
Paragraph A.1 — WHO IS AN INSURED — of
SECTION II—LIABILTI`Y COVERAGE Is
amended to add the following:
f. Any person or organization with respect to
the operation, maintenance or use of a
covered '"auto", provided that you and
such pemon or organization have agreed
under an express provision in a written
"insured contract", written agreement or a
written permit Issued to you by a
governmental or public authority to add
such person or organization to this policy
as an'Insured".
However, such person or organization is
an insured" only:
Form 1"2-0292 (Rev. 4-I1) Page 1 of 3
"Includes copyrighted material of Insurance Services Office, Inc, with Its pern isslon"
149
9
4.
5.
SECTION III —PHYSICAL DAMAGE COVERAGE
is amended to add the following;
d. Rental Expense
e" We will pay the following expenses that you or
any of your 'employees" are legally obligated
to pay because of a written contract or
agreement entered into for use of a rental
r vehicle in the conduct of your business:
MAXIMUM WE WILL PAY FOR ANY ONE
CONTRACT' OR AGREEMENT-
1, $2,500 for loss of income incurred by the
rental agency during the period of time that
vehicle Is out of use because of actual damage
to, or loss" of, that vehicle, including income
lost due to absence of that vehicle for use as a
replacement;
is 2, $2,500 for decrease in trade-in value of the
rental vehicle because of actual damage to
that vehicle arising out of a covered "loss"; and
3. $2,500 for administrative expenses Incurred by
the rental agency, as stated in the contract or
agrewnent ,
4. $7,500 maximum total amount for paragraphs
1., 2. and 3. combined.
7. EX1RA EXPENSE —BROADENED COVERAGE
will Paragraph A,4. — COVERAGE EXTENSIONS — of
SECTION III —PHYSICAL DAMAGE COVERAGE
Is amended to add the foiioWmg;
C." nd Recovery Expe
We will pay for the expense of returning a
stolen covered "auto" to you.
!3 AIRBAG COVERAGE
Paragraph B.3.a. - EXCLUSIONS —of SECTION ifr
—PHYSICAL DAMAGE COVERAGE does not
gh apply to the accidental or unintended discharge of
an airbag. Coverage is excess over any other
collectible insurance or warranty specifically
designed to provide this coverage;
9. AUDIO, VISUAL AND DATA ELECTRONIC
EQUIPMENT - BROADENED COVERAGE
Paragraph C.2. —L=r OF INSURACE - of
SECTION III - PHYSICAL DAMAGE is deleted and
replaced with the following:
2. $2,000 Is the most we will pay for "loss" in any
one'Vccident" to all electronic equipment that
reproduces, receives or transmits audio, visual
or data signals which, at the time of toss", is:
a. Permanently installed In or upon the -
covered "auto" in a housing, opening or
other location that is not norm* used by
"% the "auto" manufacturer for the installation
of such equipment;
b. Removable from a permanently installed
housing unit as described in Paragraph
2.a, above or Is an integral part of that
p —a equipment; or
Pars: 16-02-t M (Rev. 4-11) Page 2 of 3
"Includes copyrighted material of insurance Services Office, Inc. with its permission"
�rY
(1) with respect to the operation,
maintenance or use of a covered
'auto",- and
(2) for "bodily injury" or'property darrnag
caused by an "accident" which takes
place after:
(a) You executed the "Insured
contract' or written agreement% a
(b) The permit has been issued to
you.
FELLOW EMPLOYEE COVERAGE
EXCLUSION B.5, - FELLOW EMPLOYEE --of
SECTION 11—LIABl1JTY COVERAGE does not'apply,
PHYSICAL. DAMAGE—ADDMONAiL TEMPORARY
TRANSPORTATION EXPENSE COVERAGE
Paragraph A-4 —TRA
NSPORTATION TRANSPORTATION EXPENSES
of SECTION III --PHYSICAL DAMAGE COVERAGE
amended to provide a limit of $50 per day for
temporary transportation expense, subject to a
maxlrmm limit of $1,000.
AUTO LOAN/LEASE GAP COVERAGE
Paragraph A. 4. — COVERAGE EXTENSIONS - of
SECTION III —PHYSICAL DAMAGE COVERAGE is
amended to add the following.
c. Unpaid Loan or Lease Amounts
In the event of a total "lass" to a covered "auto", we
pay any unpaid amount due on the loan or lease for a
covered "ante rulaus:
1. The amount paid under the Physical Damage
Coverage Section of the policy; and
2. Any:
a. Overdue loan/lease payments at the time of
the'loss",
b. Financial penalties imposed under a lease for'
excessive use, abnormal wear and tear or}�i
���
c. Security deposits not returned by the,le'ssor.
d, Costs for extended warranties, Credit Life
Insurance, Health, Accident or Mabltity
Insurance purchased wish the loan or lease;
and
e. Carry-over balances from previous loans or
leases.
We wig pay for any unpaid amount due on the loan or
lease If caused by:
1. Other than Collision Coverage only if the
Declarations indicate that Comprehensive
Coverage is provided for any covered "auto";
2. Specified Causes of Loss Coverage o if the
Declarations tndicate that Specified Causes of
Loss Coverage'is provided for any covered "auto
or
3. CoWsion Coverage only If the Declarations indicate
that Collision Coverage is provided for any
covered "auto.
6. RENTAL AGENCY EXPENSE
P h A 4—COVERAGE E?[CEIVSIONS f
150
c. An integral part of such equipment.
10. GLASS REPAIR — WAIVER OF DEDUCTIBLE
Under Paragraph D. - DEDUCTIBLE —of
SECTION III — PHYSICAL DAMAGE COVERAGE
the following is added.:
No deductible applies to glass damage if the glass
is repaired rather than replaced.
IL TWO OR MORE DEDUCTMES
Paragraph D: DEDUCTIBLE —of SECTION III —
PHYSICAL DAMAGE COVERAGE is amended to
add the following:
If this Coverage Form and any other Coverage
Form or policy issued to you by us that is not an
automobile policy or Coverage Form applies to the
same "accident*, the following applies:
1. If the deductible under this Business Auto
Coverage Form is the smaller (or smallest)
deductible, it will be waived, or
2. If the deductible under this Business Auto
Coverage Form is not the smaller (orsmaUest)
deductible, it will be reduced by the amount of
the smaller (or smallest) deductible,
12. AMENDED DUTIES IN THE EVENT OF
ACCIDENT, CLAIK SUIT OR LOSS
Paragraph A.2.a. - DUTIES IN THE EVENT OF AN
ACCIDENT, CLAIM, SUIT OR LOSS of SECTION
IV - BUSINESS AUTO CONDITIONS is deleted
and replaced with the following:
a. In the event of 'accident", claim, 'Sult" or moss",
you must promptly notify us when the
"accident" is known to:
(1) You oryour authorized representative, If
you are an Individual;
(2) A partner, or any authorized
representative, if you area partnership;
(3) A member, if you are a limited liability
company; or
(4) An executive officer, insurance manager,
or authorized representative, if you are an
organization other than a partnership or
iimlted liability company.
Knowledge of an "accident", claim, ",suft" or
loss" by other persons does not Imply that the
persons listed above have such knowledge.
Notice to us should include:
We will waive the right of recovery we would
otherwise have against another person or
organization for'loss" to which this insurance
applies, provided the 'Ymsured" has waived
their rights of recovery against such person or
organization under a contract or agreement
that is entered into before such 'loss".
To the extent that the'4nsured's'rights to.
recover damages for all or part of any payment
made under this lasurance has not been
waived, those rights are transferred to us. That
person or organization must do everything
necessary to secure our rights and must do
nothing after "accident" or loss" to impair
them. At our request the Insured will bring
suit or transfer those rights to us and help us
enforce them.
It UNINTENTIONAL FAILURE TO DISCLOSE
HAZARDS
Paragraph B.Z —CONCEALMENT,
MISREPRESENTATION or FRAUD of SECTION tV
—BUSINESS AUTO CONDITIONS - is deleted and
replaced with the following:
If you unintentionally fail to disclose any hazards
existing at the inception date of your potcy, we will
not void coverage under this Coverage Form
because of such fallure.
15. AUTOS RENTED BY EMPLOYEES
Paragraph B.5. - OTHER INSURANCE of
SECTION IV—BUSIlVE.SS AUTO CONDITIONS -
is amended to add the following:
e. Any "auto" hired or rented by your 'employee
on your behalf and at your direction will be
considered an "auto" you hire. If an
"employee's" personal Insurance also applies
on an excess basis to a covered "auto" hired
16.
(1) Row, when and where the 'accident' or
loss'occurred;
(2) Ile l sured's' name and address; and
(3) To the extent possible, the names and iq
addresses of any injured persons or
witnesses.
13. WAIVER OF SUBROGATION
Paragraph A.5. -TRANSFER OF RIGHTS OF
RECOVERY AGAINST OTHERS TO US of
SEC-T10N IV —BUSINESS AUTO CONDITIONS is
deleted and replaced with the following;
or rented by your'employee" on your behalf
and at your direction, this insurance wM be
prlmaryto the 'employee's' personal insurance.
HIRED AUTO --COVERAGE TERRITORY
Paragraph B.7.b.(5).(a) -POLICY PERIOD,
COVERAGE TEItRrTORY of SECTION IV —
BUSINESS AUTO CONDITIONS Is deleted and
replaced with the following:
(a) A covered "auto" of the private passenger
type is leased, hired, rented or borrowed
without a driver for a period of 95 days or
less; and
RESULTANT MENTAL ANGUISH COVERAGE
Paragraph C. of - SECTION V — DEFINITIONS is
deleted and replaced by the following:
"Bodily injury" means bodily injury, sickness or
disease sustained by any person, including
mental anguish or death as a result of the "bodily
Injury" sustained by that person.
Form: 16-02-0292 (Rev. 4-11) Page 3 of 3
"Includes copyrighted material of Insurance Services Office, Inc. with its permission"
151
WORKERS' COMPENSATION AND EMPLOYERS' I,LQ►l3llt.fTY MU ANCE POLICY
WC 7 24 .,
(484}
WC 00 03 13
WAIVER OF OUR RIGHT TO REMOVER FROM OTHERS ENDORSEMENT
This endorsement changes the policy to which if is attached effective on the inception data of the policy unless a
different date is indicated below.
(fhe Mwing" attar t curse" naed be =r pletad ordy whan fftt; mdbr� is ims wtbsettuent to prapwation of the p*-y)
This endorsement, effective on 11/11/17 at 12D1 A. M. standard time, forms a part of
PATE)
Policy No. (18)7174-90-62 of the FEDERAL INSURANCE COMPANY
tlME of NStlRAMX 00MPANY}
issued to MOBILITIE, LLC
Endorsement No_
AL*rdmd PkprasentaWe
We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not
enforce our right against the person or organization named in the Schedule. This agreement applies only to the
extent that you perform work under a written contract that requires you: to obtain this agreement from us!
This agreement shall not operate directly or indirectly to benefit any .one not named in the Schedule.
AS REQUIRED PER WRI1 EN CONTRACT
Page 1 of 1
152
TO:
VIA:
FROM:
DATE:
CITY OF HUNTINGTON BEACH
INTERDEPARTMENTAL COMMUNICATION
OFFICE OF BUSINESS DEVELOPMENT
City Council
Fred Wilson, City Mana I
Kellee Fritzal, Deputy irector of Business Development
October 15, 2018
SUBJECT: Late Communication for Council Meeting Item #18 —Approve and authorize
execution of a Small Cell License Agreement between the City and Mobilitie,
LLC; and approve the First Amendment to Small Cell License Agreement
between the City and New Cingular Wireless PCS, LLC, dba AT&T Mobility on
City -owned street lights
The Small Cell License Agreement between the City of Huntington Beach and Mobilitie, LLC.,
has been withdrawn at the request of Mobilitie. The agreement will be rescheduled for City
Council consideration at a future date.
SUppLEMENTAL
COMMUNICATION
Moo" Date:
Agenda ram l4o.•
TO:
FROM:
DATE:
CITY OF HUNTINGTON BEACH
INTERDEPARTMENTAL COMMUNICATION
OFFICE OF BUSINESS DEVELOPMENT
Fred Wilson, City Man
Kellee Fritzal, Deputy D ector of Business Development
October 15, 2018
SUBJECT: Late Communication for Council Meeting Item # 18 — Approve and authorize
execution of a Small Cell License Agreement between the City and Mobilitie,
LLC; and approve the First Amendment to Small Cell License Agreement
between the City and New Cingular Wireless PCS, LLC, dba AT&T Mobility on
City -owned street lights
The following recommended change to the First Amendment to Small Cell License Agreement
between the City of Huntington Beach and New Cingular Wireless PCS, LLC, dba AT&T
Mobility:
The number of City -owned street lights reserved for wireless attachments has been reduced from
nine (9) to five (5) street lights. Therefore, the projected revenue upon full deployment has been
changed from $18,000 annually to $10,000 annually.
Attached are the following documents pertaining to the First Amendment to Small Cell License
Agreement between the City of Huntington Beach and New Cingular Wireless PCS, LLC, dba
AT&T Mobility:
1. Exhibit A: Site Location List
2. Exhibit B: Site Map List
Meng Date:
Agenda item No.: _ �_
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