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HomeMy WebLinkAboutATC Outdoor DAS, LLC - Philips Lighting North America Corporation - 2017-12-18City of Huntington Beach File #: 18-328 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 Subiect: Approve and authorize execution of Second Amendment to Site License Agreement between the City of Huntington Beach and ATC Outdoor DAS, LLC; and, authorize the City Manager to substitute and/or increase pole locations as needed Statement.of Issue: The City Council is asked to approve the Second Amendment to Site License Agreement with ATC Outdoor DAS, LLC to substitute 190 street light locations from the Site License Agreement and replace them with 190 new street light locations. Financial Impact: There is no financial impact to the City. Recommended Action: A) Approve and authorize the City Manager to execute "Second Amendment to Site License Agreement" with ATC Outdoor DAS, LLC; and, B) Authorize the City Manager to substitute pole locations as needed and increase pole locations by 10%, if needed. Alternative Action(s): Do no approve Second Amendment to Site License Agreement and direct staff accordingly. Analysis: On December 18, 2017, the City Council approved a Site License Agreement with Philips Lighting North America Corporation ("Philips") for the removal and replacement of up to 200 street light poles with stealth smart poles. The City Council also approved an Amendment & Assignment Agreement consenting to the transfer of rights and obligations from Philips to ATC Outdoor DAS, LLC ("American Tower"). Since the approval of both agreements, American Tower has been in discussions with various carriers over the subleasing of the smart poles. As noted, ATC bears all infrastructure costs City of Huntington Beach Page 1 of 2 Printed on 10/10/2018 33 powered by Legistar " File #: 18-328 MEETING DATE: 10/15/2018 and the City does not have any additional maintenance of the poles (City does maintain the street light). After receiving feedback from the wireless carriers, American Tower has requested that the original street locations from the Site License Agreement be replaced with new sites. The new locations are located primarily within the City's Beach Parking Lot and along Pacific Coast Highway from Main Street to Goldenwest Street. Staff has worked with Public Works, Community Services, City Manager's Office, and Community Development. The infrastructure deployment for the Beach parking lot and Main Street will be completed within one phase. Environmental Status: Not applicable Strategic Plan Goal: Strengthen economic and financial sustainability Attachment(s): 1. Second Amendment to Site License Agreement with ATS Outdoor DAS, LLC City of Huntington Beach Page 2 of 2 Printed on 10/10/2018 34 powered by Legistar-"- SECOND AMENDMENT TO SITE LICENSE AGREEMENT This Second Amendment to the Site License Agreement ("Second Amendment") is entered into by and between ATC Outdoor DAS, LLC ("ATC") and The City of Huntington Beach. ("The City") and is made effective as of the date both parties have signed where indicated below ("Effective Date"). RECITALS WHEREAS, The City and ATC's predecessor -in -interest entered into that certain Site License Agreement dated December 18, 2017 ("Site License"); and WHEREAS, ATC took assignment of the Site License and the City consented to such assignment, and the Parties amended certain terms of the Site License, by way of that certain Amendment, Assignment, Novation and Assumption dated January 29, 2018 ("First Amendment" and collectively with the Site License, "Agreement"); and WHEREAS, ATC and the City desire to amend certain terms and conditions of the Agreement; NOW, THEREFORE, in consideration of the mutual covenants benefiting the Parties hereto, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, ATC and The City agree to amend the Agreement as follows: 1. Exhibit A of the Agreement is hereby deleted in its entirety and replaced with Exhibit A-1 attached hereto. Any and all references to Exhibit A contained in the Agreement will now refer to Exhibit A-1 of this Second Amendment. 2. Exhibit B of the Agreement is hereby deleted in its entirety and replaced with Exhibit B-1 attached hereto. Any and all references to Exhibit B contained in the Agreement will now refer to Exhibit B-1 of this Second Amendment. 3. Exhibit C of the Agreement is hereby amended to include the specifications attached hereto as Exhibit C-1. Any and all references to Exhibit C contained in the Agreement will now refer to Exhibit C and Exhibit C-1 of this Second Amendment. 4. Exhibit F of the Agreement is hereby deleted in its entirety and replaced with Exhibit F-1 attached hereto. Any and all references to Exhibit F contained in the Agreement will now refer to Exhibit F-1 of this Second Amendment. 5. The Parties agree that a scanned or electronically reproduced copy or image of this Second Amendment bearing the signatures of the parties hereto will be deemed an original and may be introduced or submitted in any action or proceeding as competent evidence of the execution, terms and existence of this Second Amendment notwithstanding the failure or inability to produce or tender an original, executed counterpart of this Second Amendment and without the requirement that the unavailability of such original, executed counterpart of this Second Amendment first be proven. 6. Unless otherwise defined herein, any capitalized terms contained in this Second Amendment will have the same meaning as in the Agreement. This Second Amendment is fully incorporated into the Agreement and all terms and conditions of the Agreement will apply to this Second Amendment as if the terms of this Second Amendment were contained in the body of the Agreement. ATC and The City further agree that except as otherwise amended in this Second Amendment, the terms and Exhibit A-1 Exhibit A-1 Map Name CityPolelD Owner Carrier ATC Pole ID Latitude Longitude SvcLocatin Downtown 16 HB ATC 041 33.65927611 -117.9996787 S/S Olive - Btwn Main & 3rd Downtown 19 HB ATC 042 33.65943372 -117.9997343 S/S Olive - Btwn Main & 3rd Downtown 21 HB ATC 037 33.65844719 -118.0005554 S/S Olive - Btwn Main & 3rd Downtown 26 HB ATC 038 33.65854501 -118.0006927 S/S Olive - Btwn Main & 3rd Downtown 34 HB ATC 033 33.65728727 -118.0017513 S/S Olive - Btwn Main & 3rd Downtown 38 HB ATC 034 33.65753719 -118.0017286 5/5Olive - Btwn Main &3rd Seapoint and North Palm Ave 47 HB ATC 138 33.68101659 -118.0305786 W/S Seapoint, Btwn PCH/Palm Seapoint and North Palm Ave 50 HB ATC 135 33.68149021 -118.0296482 W/S Seapoint, Btwn PCH/Palm Seapoint and North Palm Ave 51 HB ATC 136 33.68118835 -118.0298756 W/S Seapoint, Btwn PCH/Palm Seapoint and North Palm Ave 52 HB ATC 134 33.681333 -118.0293077 W/S Seapoint, Btwn PCH/Palm Seapoint and North Palm Ave 118 HB ATC 132 33.68161233 -118.0285039 ? Seapoint and North Palm Ave 119 HB ATC 133 33.68170552 -11&0290029 ? Pacific Coast Highway South 364 HB ATC 052 33.65676229 -117.9997789 PCH @ 1st - N/E Corner Downtown 365 HB ATC 054 33.65784736 -118.0000133 S/5 Olive btwn Main & 3rd Downtown 513 HB ATC 007 33.65701558 -113.0022767 Pier Electric Room Downtown 514 HB ATC 003 33.65694642 -113.0023481 Pier Electric Room Downtown 855 HB ATC 040 33.65922105 -113.0005236 Alley 5/5 Olive - W/13th Downtown 1146 HB ATC 053 33.65753628 -118.00014 S/SOlive- Btwn Main & 3rd on ground, Alley N / PCH - W / Downtown 1201 HB ATC 067 33.6602414 -113.0060434 loth Area 2 6036 ATC 075 33.67005604 -117.9713313 Area 6110 ATC 074 33.67005321 -117.9737772 Area 6111 ATC 077 33.67005804 -117.973179 Area 6112 ATC 083 33.67009243 -117.9726393 Area 2 6120 ATC 072 33.67004339 -117.9746838 Area 2 6121 ATC 056 33.67002041 -117.975163 Area 6161 HB ATC 163 33.670754 -117,975966 Area 6163 HB ATC 139 33.669825 -117.975971 Area 2 6650 HB ATC 137 33.673118 -117.976014 Area 2 6652 HB ATC 194 33.674078 -117.975963 Area 2 6653 HB ATC 156 33.67474 -117.975969 Area 6678 HB ATC 198 33.671229 -117.975957 Area 6716 ATC 199 33,6701875 -117.9620333 Area 3 6727 ATC 171 33.67013336 -117.9594217 Area 7251 ATC 192 33.67015476 -117.9536696 Palm Ave South and Goldenwest St 7881 ATC 051 33.67001753 -118.0153551 Palm Ave South and Goldenwest St 7884 HB ATC 095 33.67022 -113.015636 Palm Ave South and Goldenwest St 788S HB ATC 094 33.669923 -118.015936 Palm Ave South and Goldenwest Sit 7886 HB ATC 093 33.669075 -113.016808 Palm Ave South and Goldenwest St 7887 HB ATC 092 33.668795 -118.017099 Pacific Coast Highway North 6 8262 HB ATC 073 33.661636 -118.007925 Pacific Coast Highway North 6 8266 HB ATC 076 33.662631 -118.009303 Pacific Coast Highway North 6 8268 HB ATC 078 33.663176 -118.010066 Pacific Coast Highway North 6 8271 HB ATC 079 33.664054 -113.011286 Pacific Coast Highway North 6 8276 HB ATC 082 33.665292 -118.013009 Pacific Coast Highway North 6 8277 HB ATC 084 33.665919 -118.013382 Pacific Coast Highway North 6 8279 HB ATC 086 33,666408 -118.014569 Pacific Coast Highway North 6 8280 HS ATC 088 33,667044 -118.015452 Pacific Coast Highway North 6 8283 HB ATC 090 33,66764 -118.01629 Palm Ave South and Goldenwest St 8297 ATC 197 33.67018403 -118,0141003 Palm Ave South and Goldenwest St 8299 ATC 165 33.67011331 -118.0139341 Palm Ave South and Goldenwest St 8332 ATC 090 33.67010788 -113.0097145 Palm Ave South and Goldenwest St 8339 ATC 164 33.67011291 -118.0114795 Palm Ave South and Goldenwest St 8343 ATC 055 33.67001922 -118.0126185 Area 3 8530 ATC 031 33.67008867 -117.9511505 Area 1 3888 ATC 089 33.67010734 -113.0001681 Area 1 8889 ATC 172 33.67014076 -117.9999385 Areas 8892 ATC 190 33,67014891 -117,9989832 Areal 8894 ATC 193 33.67016075 -117.9930636 Exhibit A-1 Area 1 8896 ATC 070 33,67003847 -117.9978101 Areal 9570 ATC 080 33.67007467 -118.0012969 Area 1 9571 ATC 200 33.67019811 -118.001514 Pacific View Ave 9635 HB ATC 167 33.65309 -117.988455 Pacific View Ave 9636 HB ATC 168 33.653394 -117.988466 Pacific View Ave 9637 HB ATC 169 33.653945 -117.988467 Pacific View Ave 9641 HB ATC 173 33.654158 -117.988474 Pacific View Ave 9642 HB ATC 174 33.654561 -117.989481 Pacific View Ave 9643 HB ATC 175 33.65498 -117.988486 Pacific View Ave 9644 HB ATC 176 33.655382 -117.988496 Pacific View Ave 9645 HB ATC 177 33.655789 -117.9885 Pacific View Ave 9646 HB ATC 178 33.656196 -117.988512 Pacific View Ave 9647 HB ATC 179 33.656603 -117.988509 Pacific View Ave 9648 HB ATC 180 33.657006 -117.988511 Pacific View Ave 9649 HB ATC 181 33.657512 -117.988647 Pacific View Ave 9650 HB ATC 182 33.657511 -117.989149 Pacific Coast Highway South 9730 HB ATC 058 33.656341 -117.9994 PCH @ 1st - N/E corner Pacific Coast Highway South 9731 HB ATC 059 33.65658 -117.999456 PCH @ 1st - N/E corner Pacific Coast Highway South 9732 HB ATC 060 33.656814 -117 999511 PCH @ 1st - N/E corner Area 1 10004 ATC 085 33.6701023 -117 9928231 Area 1 10012 ATC 196 33.67018111 -117.9939734 Area 1 10016 ATC 195 33.67016526 -117.9951718 Area 1 10606 ATC 057 33.67003504 -117.9891443 Area 1 10618 ATC 087 33.67010398 -117.9883325 Pacific View Ave 10840 HB ATC 155 33.652119 -117.992724 Pacific View Ave 10842 HB ATC 154 33.652355 -117.992511 Pacific View Ave 10844 HB ATC 153 33.652604 -117,992306 Pacific View Ave 10846 HB ATC 150 33.65222 -117.991318 Pacific View Ave 10848 HB ATC 151 33.652407 -117.991598 Pacific View Ave 10850 HB ATC 152 33.652611 -117,991918 Pacific View Ave 10854 HB ATC 157 33.653013 -l17.992655 Pacific View Ave 10856 HB ATC 158 33.653209 -117,993016 Pacific View Ave 10858 HB ATC 159 33,653379 -117,993327 Pacific View Ave 10860 HB ATC 160 33.653628 -l17.993706 Pacific View Ave 10862 HB ATC 161 33,653837 -117,994015 Pacific View Ave 10864 HB ATC 162 33.65400823 -117.9943325 Pacific View Ave 10920 HB ATC 189 33.656209 -117.992503 Area 1 11254 ATC 170 33.6701253 -117.9826055 Area 1 11268 ATC 191 33.6701533 -117,9835238 Palm Ave South and Goldenwest St 11537 HB ATC 112 33.674466 -118.019352 Palm Ave South and Goldenwest St 11538 HB ATC 113 33.674762 -118.019709 Seapoint and North Palm Ave 11542 HB ATC 114 33.675256 -118.020S28 Seapoint and North Palm Ave 11544 H8 ATC 115 33.675445 -118,021066 Seapoint and North Palm Ave 11546 HB ATC 116 33.675537 -118.021586 Seapoint and North Palm Ave 11548 H8 ATC 117 33.675561 -118.022111 Seapoint and North Palm Ave 11550 HB ATC 118 33.675637 -118.022618 Seapoint and North Palm Ave 11552 HB ATC 119 33.675772 -118.02308 Seapoint and North Palm Ave 11554 HB ATC 120 33.676071 -118.023578 Seapoint and North Palm Ave 11556 HB ATC 121 33.676353 -118.024025 Seapoint and North Palm Ave 11558 HB ATC 122 33,676669 -118,024416 Palm Ave South and Goldenwest St 11560 HB ATC 111 33.674078 -118.018701 Palm Ave South and ColdenwestSt 11562 HB ATC 110 33.673802 -118.01796 Palm Ave South and Goldenwest St 11564 HB ATC 109 33.673687 -118.017149 Palm Ave South and Goldenwest St 11566 HB ATC 108 33.673565 -118.016351 Palm Ave South and Goldenwest St 11568 HB ATC 107 33.67357 -118.015539 Palm Ave South and Goldenwest St 11570 HB ATC 106 33.673781 -118.01475 Palm Ave South and Goldenwest St 11572 HB ATC 105 33.673828 -118.01394 Palm Ave South and Goldenwest St 11574 HB ATC 104 33.673738 -118.013111 Palm Ave South and Goldenwe5t5t 11770 HB ATC 101 33.672738 -118.013051 Palm Ave South and Goldenwest St 11771 HB ATC 100 33.672482 -118.013304 Palm Ave South and Goldenwest St 11772 HB ATC 099 33.672225 -118.013569 Exhibit A-1 Palm Ave South and Goldenwest St 11773 HE ATC 098 33.671949 -118.013952 Palm Ave South and Goldenwest St 11774 HE ATC 097 33.671631 -118.014177 Palm Ave South and Goldenwest 5t 11775 HE ATC 096 33.671363 -118.01445 Palm Ave South and Goldenwest St 11791 HE ATC 102 33.672876 -118.012433 Palm Ave South and Goldenwest St 11792 HE ATC 103 33.673172 -119.012133 Seapoint and North Palm Ave 11858 HE ATC 123 33.676939 -118.024839 Seapoint and North Palm Ave 11860 HE ATC 124 33.677248 -118.025225 Seapoint and North Palm Ave 11864 HE ATC 125 33.677867 -119.02602 5eapointand North Palm Ave 11866 HE ATC 126 33.678173 -119.026427 Seapoint and North Palm Ave 11868 HE ATC 127 33.678479 -118.026843 Seapoint and North Palm Ave 11871 HE ATC 128 33.678784 -118.02722 Seapoint and North Palm Ave 11873 HE ATC 129 33.679114 -118.027608 Seapoint and North Palm Ave 11875 HE ATC 130 33.679453 -118.027947 Seapoint and North Palm Ave 11877 HE ATC 131 33.679773 -119.02817 Pacific View Ave 12817 HB ATC 149 33.652036 -117.99097 Pacific View Ave 12819 HE ATC 148 33.651864 -117.990643 Pacific View Ave 12821 HE ATC 147 33.65167 -117.990339 Pacific View Ave 12823 HE ATC 146 33.651476 -117.99002 Pacific View Ave 12826 HE ATC 140 33.649592 -117.989414 Pacific View Ave 12827 HE ATC 141 33.649967 -117,988418 Pacific View Ave 12828 HE ATC 142 33,650454 -117.998426 Pacific View Ave 12829 HE ATC 166 33.651158 -117.988434 Pacific View Ave 12830 HE ATC 143 33.65094 -117.988581 Pacific View Ave 12832 HB ATC 144 33,651026 -117,98896 Pacific View Ave 12834 HE ATC 145 33.651151 -117.999328 Downtown 12907 HE ATC 035 33,657915 -118.00073 S/S Olive - Btwn Main & 3rd Downtown 12927 HE ATC 036 33.659285 -118,00148 Downtown 12974 HE ATC 048 33.658567 -118.003442 Downtown 12975 HE ATC 047 33.658565 -118.003223 Downtown 12984 HE ATC 005 33.657447 -118.002643 PCH @ Main -S/W corner Downtown 12986 HE ATC 006 33.657828 -118.003174 PCH @ Main -S/W corner Downtown 12987 HE ATC 003 33.658019 -11&003435 PCH @ Main -S/W corner Downtown 12988 HE ATC 004 33.658393 -118.00396 PCH @ Main - 5/W corner Downtown 12989 HB ATC 001 33.658603 -118,00425 PCH @ Main -S/W corner Downtown 12990 HB ATC 002 33.658791 -118.004514 PCH @ Main -S/W corner Downtown 12991 HB ATC 061 33.658977 -118.004773 PCH @ Main -S/W corner Downtown 12992 HE ATC 062 33.659179 -118.005053 PCH @ Main -5/W corner Downtown 12993 HE ATC 063 33.659336 -119.005278 PCH @ Main - 5/W corner Downtown 12994 HE ATC 064 33.659577 -118.005605 PCH @ Main - 5/W corner Downtown 12995 HE ATC 065 33.659744 -118.00594 PCH @ Main - S/W corner on ground, Alley N / PCH - W / Pacific Coast Highway North 6 12997 HB ATC 071 33.661001 -118.007039 10th Pacific Coast Highway North 6 13000 HE ATC 069 33.660648 -118.006579 on ground, Alley N / PCH - W / Pacific Coast Highway North 6 13001 HE ATC 068 33.660445 -118.006327 10th on ground, Alley N / PCH - W / Downtown 13002 HB ATC 066 33.660022 -118.005794 10th Downtown 13013 HE ATC 046 33.658748 -118.001897 E/S 5th, 5 Orange Downtown 13015 HE ATC 044 33.659198 -118,001438 Downtown 13016 HE ATC 043 33.659085 -118.001287 E/S 5th, 5 Orange Downtown 13018 HE ATC 045 33.658665 -118,001751 E/5 5th, 5 Orange Pacific View Ave 13055 HE ATC 188 33.656993 -117.992516 Pacific View Ave 13056 HE ATC 187 33,657495 -117.9924 Pacific View Ave 13057 HE ATC 186 33.657503 -117,991867 Pacific View Ave 13058 HE ATC 185 33.6575 -117.991318 Pacific View Ave 13059 HE ATC 184 33.657506 -117.990559 Pacific View Ave 13060 HE ATC 183 33.657506 -117.990206 Downtown 14309 HE ATC 01D 33.65632063 -118.0018172 City Beach Parking Lot Downtown 14311 HE ATC 009 33.65624915 -118.0020398 City Beach Parking Lot Pacific Coast Highway South 14324 HB ATC 012 33.65569229 -118.0006004 City Beach Parking Lot Pacific Coast Highway South 14330 HE ATC Oil 33.65527427 -118.00068 City Beach Parking Lot Pacific Coast Highway South 14340 HE ATC 014 33.65484107 -117.9994253 City Beach Parking Lot Pacific Coast Highway South 14341 HB ATC 013 33.65472742 -117.999642 City Beach Parking Lot Pacific Coast Highway South 14351 HE ATC 015 33.65423973 -117,9983651 City Beach Parking Lot Pacific Coast Highway South 14355 HE ATC 016 33.65402975 -117.9984189 City Beach Parking Lot Pacific Coast Highway South 14368 HB ATC 018 33.65344805 -117,9970359 City Beach Parking Lot Pacific Coast Highway South 14373 HB ATC 017 33.65325993 -117.9970932 City Beach Parking Lot Pacific Coast Highway South 14385 HE ATC 020 33.6525953 -117.9956699 City Beach Parking Lot Pacific Coast Highway South 14388 HE ATC 019 33.06S243831 -117.9957772 City Beach Parking Lot Exhibit A-1 Pacific Coast Highway South 14399 HB ATC 022 33.65194931 -117.994SS45 City Beach Parking Lot Pacific Coast Highway South 14400 HB ATC 021 33.65189703 -117.9948224 City Beach Parking Lot Pacific Coast Highway South 14407 HB ATC SO 33.6S16499 -117.9937275 City Beach Parking Lot Pacific Coast Highway South 14409 HB ATC 49 33.65139094 -117.9936643 City Beach Parking Lot Pacific Coast Highway South 14417 HB ATC 024 33.65093528 -117.9929289 City Beach Parking Lot Pacific Coast Highway South 14424 HB ATC 026 33.6S0218S3 -117.9917972 City Beach Parking Lot Pacific Coast Highway South 14427 HB ATC 023 33.65071451 -117.9929333 City Beach Parking Lot Pacific Coast Highway South 14437 HB ATC 028 33.64948133 -117.9906346 City Beach Parking Lot Pacific Coast Highway South 144SO HB ATC 030 33.64870437 -117.9894412 City Beach Parking Lot Pacific Coast Highway South 14460 HB ATC 031 33.64815967 -117.9888027 City Beach Parking Lot Pacific Coast Highway South 14461 HB ATC 032 33.64803855 -117.9884715 City Beach Parking Lot Pacific Coast Highway South 14462 HB ATC 029 33.64866183 -117.9897356 City Beach Parking Lot Pacific Coast Highway South 14463 HB ATC 027 33.6492536 -117.9906345 City Beach Parking Lot Pacific Coast Highway South 14464 HB ATC 025 33.64998921 -117.9917877 City Beach Parking Lot Downtown 14466 HB ATC 039 33.65865233 -118,0000052 Exhibit B-1 T ��yy o c � t'tslrlyYuolB } (� o 1 W O ~1 ntS Cf1puF. 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HARDWARE MSI-300 SERIES (18-8) STRUCTURE FINISH HD CALV To ASIM A123 h POWDER COAL (RAL7040) HARDWARE FINISH HD r•ALV TO ASTM A15J PIPE ANTENNA A513 TYPE 5 MID POLE A513 TYPE 5 DESIGN CRITERIA: PRODUCT APPROVALS 1, DESIGNED IN ACCORDANCE 'MATH HADCO SDK 2013 AASHTO 6TH EDITION 'STANDARD SPECIFICATIONS FOR STRUCTURAL SUPPORTS FOR LUMINAIRES" WITH CUST. 85 MPII WIND ZONE. COMFIDENTML' 2. ALL WELDS SHALL COMPLY WITH inn brol q r,niLxnlid non AWS 01.1, ULTRASONIC AND MAL•NETAD I,rryx',et � In 1gMW' Nn•kw mA ,ny PARTIAL WELD INSPECTIONS CAN BE nnl h{• MI+`MxM "n the rL e.prew �xA11hi .d FTAipr PERF111RME0 AT THE REQUEST OF THE H°dre. Any •rx hr e. °e a 7 °I EL CUSTOMER. WELD PROCEDURES ARE ON -r .A+l —e.. the Ia°r•nal v� ahau FILE AND MAY BE SUBMITTED IF Ea I°• th° IW t.—Fl .d Pha{pa REQUIRED, N0JC0' 3. MILL CERTIFICATIONS FOR STRUCTURAL No"CF; dre.Inq y 1a ..1e.enre any. MEMBERS WILL BE ON FILE FOR RECORD Check 1°r Imnt 1—i nn°, 11 PURPOSES. ° rl t. OESICNEU IN ACCORDANCE WITH TM-222G. PHILIPS ADO Gdl" Urire Littl ,l -, KI 17340 Phone 800-331-4185 Fnx 7t7-359-9289 IOB NAME: Huntington Beach — H83 H. Kuhn SCNf: DALE: 1:30 7/7/18 dURNC NUMBER: ATC0002—DWG02 REP: N/A REV: A PO1 18 004 BI: [W1F COLOR: GREEN 24.50 O O O�O 18.00 OQROFE$ g/ 4i ���•.1JT, FAR Es Z\ q �OG CI uVi `s C-56545 o m * EP. &30.20T9 �W S 1� CAM Cf CA IFS i+ 8/3/2018 MATEERML SPECIFICATIONS PLATE AST4 A572 i.R 50 v A1018 F:R 5, ANCHOR BOLTS ASIM Ft554 OR 5'_ ANCHOR BOLT NUTS ASTM A563 .:R A FIAT WASHERS ASIM F431 ARM CONNECIION BUILIS ASIM A325 ARM CONNECTION NUtS ASIM A563 CR DH CASTIW.S ASTM B26 (356HM) ARM ASIM A53 .:R B or A5000 OR E S.S. HARDWARE ANSI-300 SERIES (I") STRLCTUkE FINrSP MID CALV TO ASTM A123 k POVIDER COAT (RAL7040) HARDWARE =INISH HO C.ALV TO ASTM A153 PIPE ANTENNA ASt'. TYPE 5 MID I+C.AE UESg:N CWTERU+: PRODUCT APPROVALS i. UESYrNED IN ACCORDANCE WITH "ADCO SDK 'STANDARD 2013 AASHTO 6TH EDITION 'STA SPECIFICATIONS FOR STRUCTURAL SUPPORTS FOR LUMINAIRES' MTH COST. 85 MPH WIND ZONE. C,.Fm w. 2. ALL WELDS SHALL COMPLY WITH Tre 0. O fenROw'. and AWS DI I ULTRASONIC AND NF:.NETIC zw+4.ry �• Prups W'• .>n,l PARTIAL WELD INSPECTIONS CAN BE 1 G rrPr;,e,cra .:tmn +n' e+pr4•ss �rnM1n CMeain M Ptifpy PERFORMED AI IRE REQUEST OF 1HE Hn1c.. A"Y •�v Ir.e.4 m m7 CVSI04Ek HELD PRUCLDUNE.S ARE ON or JI,tN Ilrre:n y FILE AND MAY BE SVBMITTED IF rs 1m Ire .4 +wefa .H I^•TY+s REOuIRED NObCO- 3 MILL CERTIFICATIONS FOR STRUCTURAI M_$m' TAB • 9 MEMBERS WALL ON FILE rOR RECORD `"�`" r.r .are•Ms.o c a PURPvSES. 4 DESIGNED IN ACCORDANCE WITH �.," tM-222C. PHILIPS t illmonm. Pa 17340 Phone 800-331-4165 Fax 717-359-9289 CP s ( Huntington Beach — HB7 URAWN BY: H. Kuhn xxc pLTE. 1:20 7/7/18 IRAWIN; NUMBER. AT00002—DWG03 tiE- N/A rEd A 18-007 fY: COLOR: RAL7040 "Window Grey" [29'-4"] 352.23 [29'-1 "] 349.13 [28+-i w] 336.54 [6-1 1 "] 83.29 [13+-4 ] 159.87 7'-9"] [3-4"] 40.00 i) 9.4 ] F 19.42 0 0 (D 18.00 02.38 ANTENNAS m ilsluo QPOFF.s�b y�J�TH pF.Q�ln I G56$45 0 m * E#1. 6-30-2019z In A�9 C7y11 a�P �OF CALIF 7/19/2018 MATEERIAL SPECIFICATIONS PLATE ASTM A572 PR 50 ar A1018 OR 50 ANCHOR JOLTS ASIM 11S5A CR 55 ANCHOR ROLT NUTS ASTM A563 OR A FLAT WASHERS ASTM F436 ARN CONNECTION KITS ASTM A325 ARM CONNECTION NUTS ASTM A563 CR DH CASTINI,S ASTM B26 (3!6HM) ARM ASTM A53 CR B or A5000 CR B S.S. HARDWARE AIS-300 SERIES (t8-8j STRUCTVRE FINISH H0 ;tALV 70 ASTM A123 3 POWDER COAT (RAL704(l) HARDWARE FINISH HD :ALV TO ASTM A153 PIPE ANTENNA A513 TYPE 5 MID POLE A513 TYPE 5 DESIGN CRITERIA. PRODUCT APPROVALS 1. DESH:NED IN ACCORDANCE WITH •IADCO SDK 201,3 .AASHTO 6TH EDITION 'STANDARD SPECIFICATIONS FOR STRUCTURAL SUPPORTS FOR LUMINAIRES- WITH DUST, 85 MPH WIND ZONE. 0NFIDENIIAL 2. ALL WELDS SHALL COMPLY WITH 1"I' n^'w^7 '• r•.n.lrmex non AWS 01.1. ULTRASONIC AND MACNETIC"1""nrcr bN+iI1.. wrYn van rn PARTIAL WELD INSPECTIONS CAN BE rail ne �ryn„Yx e.1 wilMrn IM r.Prr» Ytm n t .1 IMd�Pa PERFIRMED AT THE REOUCST OF THE HRVFo My y nrmM w d m/ d CUSTOMER. WELD HNOCEUURES ARE ON IM lino.riupl"n v Yu91 — ends FILE AND MAY BE SURM17E0 IF L+ 10. the v+e 1-61 n1 PNI1Iq REQUIRED. J. WILL CERTIFICATIONS FOR STRUCTURAL .0,.CEI TN+ Ora 9 b 10+ Dory. MEMBERS WILL BE ON TILE FOR RECORD C"' I` I—t �r•: c_ la PURPO3 ES. A. DESrNED IN ACCORDANCE WITH TkA-222i.. TELECOMMUNCTIONS AWmRKANTOWER' BASE PHILIPS 100 Daft" D6. L etN.ttMI,, P. 17340 Ph— ODD-331-4185 Fnx 717-359-9289 OB RAW Huntington Beach — H89 HB 11 DRA" By H. Kuhn SCALE DATE: 1:30 7/7/18 I DRAWNC NUMBER ATC0002-DWG04 REP: N/A REv: A PCN: 18-007 BT; EATE COLOR: RAL7040 "Window Grey" G 3 19.42 0 2.38 7/19/201 MATEERIAL SPECIFICATIONS :LATE ASTM A572 ('R 50 , A1018 CR 50 ANCHOR BOLTS ASTM F1554 OR 55 ANCHOR BOLT NUTS ASTM A563 OR A FLAT WASHERS ASTM F436 ARM CONNECTION BOLTS ASTM A325 ARM CONNECTION NUTS ASTM A563 GR DH CASTINGS ASTM 826 (356HM) ARM ASTM A53 GR B or A5000 CR B S.S. HARDWAREE MSI-300 SERIES (18-81 STRUCTURE FINISH H0 E.ALV rU ASTM A123 8 POWD[k CUAI (kAL704(l) HARDWARE rV5H HD CALV TO ASTM A153 PIPE ANTENNA A513 TYPE 5 MID POLL A'_-13 TYPE 5 DESIGN CRITTER M PRODUCT APPROVALS 1. DESIGNED IN ACCORDANCE MTH HADCO SDK 2013 AASHTO 61H EDITION 'STANDARD SPECIFICATIONS FOR STRUCTURAL SUPPORTS FOR LUMpWRES' WTI- COST. BS MPH WIND GONE. COK10ENTUL 1. AL. WELDS SHALL COMPLY WITH Toe ro—.q h rmr l�niwA oral AWS D1.t. ULTRAS(.W AND MACJIETIC `�• t•. PN$^ HoYn w1 mr, .rA G .eln,.art e.l +RNA the PARTIAL WELD INSPECTIONS CAN BE e.p.eaa +.Alen r• I •t ran PERFORMED AT THE REQUEST OF THE I.oro. Arty ny rw.•i a 61 CUSTOMER. WELD PROCEDUkES ARE ON IM :Hamaw� .. Mol ne.�n and FILE AND MAY BE SUEMITTFD IF M rw me anr, a a,.fr nr Plus REQUIRED. Haao. 3. MILL CEkT1FICATICNNS FOR STRUCTURAL .OT.CE IN' —a g rs la •er.nre any. MEMBERS WILL PE ON FILE FOR RECORD Qer4 lo. btesi .ew.n prm. Ia om ,n 4. UESIC.NEU IN ACCORDANCE WITH "IA-222i.. PHILIPS 1Do Croifwy Dr it LAt1l..', PP 1734D Phone 800-331-4T85 Fm1 717-359-9289 08 NAME. Huntington Beach - HB47 DRAWN BY H. Kuhn SCALE: fM-E- 1:25 7/7/18 DBAWINC NUMBER: ATC0002-DWG09 REP N/A REVS A -: 18-007 COLOR: RAL7040 "window Grey" C-1 [3 X [),_7„] 19.42 0 0 o�o 18.00 )NS 0 2.38 QFtOFE$y L O w F5654$ o m � E=P. &30-2019z 9 CMI. a�P CALiF�� 7/19/2018 MATEERIAL SPECIFICATIONS PLATE ASTM A572 OR 50 or At D18 i.R 50 ANCHOR BOLTS ASTM F1554 GR ;5 ANCHOR BOLT NUTS ASTM A563 GR A FLA WASHERS ASTM F436 ARM CONNFCTION ROLTS ASTM A325 ARM CONNECTION NUTS ASTM A563 DR OH CASTINGS AS'M 826 (356HM) ARM AS'M A53 •.R 8 or A5000 C.R 8 S.S. HARDWARE AISI-300 SERIES ;IE-8) STRUCTURE FINSH HE GALV TO A51M A123 d HOWDLR CDAT fNAL7DK%) HARDWARE FINISH HD :.ALV TO ASTM A153 PIPE ANTENNA A`_13 TYPE 5 MID POLE A513 TYPE 5 DESIGN CRITERIA: PRODUCT APPROVAL. 1. DESIGNED IN ACCORDANCE WITH ADCO SDK 2013 AASNTG 67H EDITION STANDARD SPECIFICATIONS FOR STRUCTURAL SUPPORTS FOR LUMINAIRES" 'MIT' CUST 85 MPH WIND ZONE. COKIDENTMI' 2. ALL WELDS SHALL COMPLY WITH tla. nm.;ng :s r...ne .fl.H:a mn AWS OT.I. ULTRASONIC AND MAGNETIC f+Mrrelny I•. 1'I,TI.. Hmtn ma PARTIAL WELD INSPECTIONS CIAI 9E ra m mT„s,«1 ahwA ur ,,,, „Hnn, r.. I •.i � PERFORMED Al THE REQUEST OF THE CUSTOMER. MELD PROCEDURES ARE ON Ine I,ao.mm�+, ^� —A ne.Nn s FILE AND MAY BE SUBMITTED IF REQUIRED. NOTICE: 3. MILL CERTIFICATIONS FOR STRUCTURAL Tn1a y.o.mg n I°r MEMBERS WILL BE ON FILE FOR RECORD C-1 Iw PURPOSES. 4. DESN:NED IN ACCORDANCE WITH TIA-222i,. '-00 Gcfirq• 2nw LAtkatowl�, Po 11340 Phase 800-331-4185 Fax 717-359-92B9 08 NNE: Huntington Beach - HB1 HB5 DRAWN R+ H. Kuhn SCALE: I DATE 1:30 7/7/18 DRAWING NUMEEF ATC0002-DWG01 RFP N/A REV- A 1 FCR: 18-004 COLOR: RAL7040 "Window Grey" [1--T] I` 19.42 0 0 �o 18.00 L 0 2.38 7/19/2018 MATEF—L SPECIFICATIONS PLATE ASTM A572 (A 50 or A1018 ZR 50 ANCHOR BOLTS ASTM F1554 GR °5 ANCHOR BOLT NUTS ASTM A563 M A FIAT WASHERS ASTM F436 ARM CONNECTION BOLTS ASTM A325 ARM CONNECTION NUTS ASTM A553 M ON CASTINGS ASTM 826 (356HM) ARM ASTM A53 GR 8 a A5000 CA 8 S.S. HARDWARE AISI-300 SERIES (16-5) STRUCTURE FINISH HD PALV TO ASTM A123 Q POWDER CDAI (RAL7040j HARDWARE FINISH HD CALV TD ASTM A153 PIPE ANTENNA A513 TYPE 5 MID POLE A513 TYPE 5 OESK.N CRITERIA: PRODUCT APPR()VA.S 1. DESIGNED IN ACCORDANCE WITH I�DLO SDK 2013 A15Mo BIN EOIII(,N 'STANDARD SPECIFICATIONS FOR STRUCTURAL SUPPORTS FOR LUMIWARES" 'WITH OUST. 85- MPH 1WND ZONE. CON(WENIML 2, ALL WELDS SHA.L COMPLY WITH AW$ D1.1. ULTRASONIC AND MA(NEiIC PARTIAL WELD INSPECTIONS CAN BE m1 M npn.ftM wlM,j IM PERFORMED AT THE REQUEST OF THE Hogb. 4n7 nr Nwr1 r d CUSTOMER. WELD PROCEDURES ARE ON IM FILE AND MAY 9E SUBMTTFO IF x Iw IM W DwfA .w Pnxp. REWIRED. NOIKE: 3. WILL CERRIFICATIONS FOR STRUCTIWUL TN" *w:g n la a oNT. ME MGM WILL RE ON cNF FOR RECORD aNra 1d Iaest .wN:n Prnr :e PURPOSES. 4. DESN:NED IN ACCORDANCE WITH TM-222G. PHILIPS 100 C.4-1, a�. IA11nh.1,. " 17W Ph— 800-331-418.5 F.. 717-359-9289 IDB NWE: Huntington Beach - H839 HB43 HB45 DUM BY H. Kuhn SCALE: aTE: t:25 7/7/18 DNNYML: WMER- ATC0002-DWG08 REP N/A Xv- A -m 18-00/ COLOR: RAL7040 "Window Grey' �pFESgt�, FF4�F A��9sSeTH [6'-]0"] w C56545 o m 82.36 *-gsazoTSZ# �-- CML a�P CAL 2.38 7/19/2018; 98.46 MATEERIa SPECIFICATIONS PPLATE ASTM A572 OR 50 or A101a :R 5C ANCHOR BOLTS ASTM F1554 OR SS COLOR: RAL7040 "Window Grey" 29 41 352.23 [29'-1'] 349.13 [294] 336.54 [13'-4 159.87 1•aA [1'-8"] 20.00 �1 0 2.38 ANTENNAS MID POLE TELECOMMUNCTIONS BASE Q�tOFE y�9JOETH A � 1 C-56545 ^'m t EV• 6,30-20192 -Lm �97� CfV1L ��P 'CC'F CA lF�� 'uEL 7/19/2016 MATEERui SPECIFICATIONS PLATE ASTM A572 CR 50 or A1018 Ck 50 ANCHOR BOLTS ASTM T1554 :.R 15 ANCHJR BOLT NUTS ASTM A563 CR A FIAT WASHERS ASTM F436 ARM CONNECTION BOLTS ASTM A325 ARM CONNECTION NUTS ASTM A563 OR DH CASTINGS ASTM 026 ;356HM) ARM ASTM A53 CR B cr AWOO CA B S.S. HARDWARE AISI-300 SERIES {18-8) STRUCTURE FINISH HO ;ALV TO ASTM A123 & PJVIDLk COAL (RAL7040) HARDWARE FINISH HD :.ALV TO ASTM A15J PIPE ANTENNA 111-1 5 MID POLE AtIJ TYPE 5 DESIGN CRITERIA: PRODUCT APPROVALS I. DESICJ4ED IN ACCORDANCE WITH HADCO SOK *STANDARD 2013 AASHT0, 6TH EDITION "STA SPECIFICATIONS FOR STRUCTURAL SUPPORTS FOR LUMINAIRES" WITH GUST. 85 MPH WIND 7014E. CCNFIDENTML' 2. A:L WELDS SHALL COMPLY WITH Tm..trmw0 H mr.�.r.,t:Y -4 ANfS DI 1. ,ILTRAjONIC AND WCNETIC I»•1^inlnry 1.• PN51s Hr.1cn n4 rn,r PARTIAL WELD INSPECTIDNS CAN BE „rd It .aM`t�r.1 wAIwA iM evlrn!I nMnn nwk •4 fnwl�In PERFORMED AT THE REQUEST OF THE any of CUSTOMER, ,VELD PROCEUURE5 ARE ON I"inlarn,al:n ..t«aV Nereh anau FILE AND WY BE SUBMITTED IF as 'n �° '""''I' M p-IN, REWIRED "O0L Natlfl: 3. MILL CERTIFICATIONS FOR STRUCTURAL TnN &a. q a 1> .td— any. MEMBERS WILL BE ON Pt F FOR RECORD C'—k 'a 'ant •Mp;r , ar Ia PURPOSE-. wewin . 4 DFjN:NEU IN ACCORDANCE WRH TM-222C.. PHILIPS 100 CIcft-y Driw .ilR4I—.• Pa 17340 Phm1e 800-331-41?5 F.. 717-359-928b .kn NAME: Huntington Beach - HB 13,15,17,19,21,23, 25.27.29,31.49 DRAWN FY H. Kuhn SCAL_: PAR 1:30 7/7/18 0RAVIINC NUMBER: ATC0002-DWG05 REP: N/A SY: rAT[ COLOR: GREEN I� [2,-]r) �I 24.50 0 O O�O 18.00 �pQ(LOFES� QY e�Tti c Y W n C-56545 o m * E>V. 6.30-2019' 9 CML NAP �� CA 1FOR 8y3n01e I. / MATEERWL SPECIFICA'IGNS PLATE ASTM A572 •.R 50 , A1018 GR 50 ANCHOR LJXiS ASTM F1554 DR `__ ANCHOR BOLT NUTS ASTM A563 :'R A FLAT WASHERS ASTM F43� ARM CJNN_C110N BUIIS ASTM A325 ARM CONNECTION NUIS ASTM A561 GR OH CASIINI,S ASTM 826 (35511M) ARM ASTM A53 Tk B or A5000 DR B S.S. HARDWARE AIS:-300 SERIES (18-8) V RUCTUkE FINISH HD DAIV TO ASTM A123 8: POWDER COAT (RAL7D40) HARDWARE FINISH HD :.ALV TO ASTM A15J PIPE ANTENNA A51,, TYPE 5 MID POLE A513 TYPE 5 DESN'N CRITERIA: 1. DESIGNED IN ACCORDANCE WRTH 2013 AASHTO 6TH EDITIONSTANDARD'SPECIFICATIONS Im FDR STRUCTURAL SUPPORTS FOR LUMIYWRES" WITH 85MPH WIND ZONC. 2. ALL WELDS SHAD COMPLY WITH n�a ermwng ,s co�l�ecnna one AWS D1.1. ULTRASONIC AND W.NETIC r'• Pv Hnrkn .mk rr.s r 'P',', PARTIAL WELD INSPECTIONS CAN BE oE repruceeH w.11�a6 In. yPran wF11acnm 1 n1 Pn;up� PENF JRMED AT 1HE REUUES7 JF THE .Imcn An7 ..se n...m �r MY m CUSI UMLk IYE:D HkUCEDUHES ARE LIN Icrmayrn w aelal Mmn tool FILE AND MAY BE SUBMITTED IF ^r IM w'r r.rrfn M M1;11 REQUIRED 3 MILL CER/IFICATR:NS FOR STRUCTURAL N.TICE. n" 'A''`w'n9 '• bm rN'^'^'^ —y MEMBERS WILL BE ON FILE FOR RECORD c -q IC, IaeN ...r„Pw prior In 4. DESq;NED IN ACCORDANCE WITH TIA-222G.. LICAN TO WER' PHILIPS 100 CrnNlwy r.n,,, GRIM Po 17340 Phone 800-331-4165 Fox 717-359-9289 JOB RAMS' Huntington Beach - HB33. HB37, H841 DRAMN BY H. Kuhn iCAIE. I DATE" 1:20 7/7/18 DRAWN, NUMBER- ATC0002-DWG06 REP: N/A -. A PCN' 18-004 Exhibit F-1 Exhibit [-1 A`oR� CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DDlYYYY) I 10/03,2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Aon Risk Services Northeast, Inc. Boston MA Office CONTACT NAME: lalcNro-Ext), (866) 283-7122 ,AXr : (800) 363-0105 E-MAIL ADDRESS: 53 State Street Suite 2201 Boston MA 02109 USA INSURER(S) AFFORDING COVERAGE NAIC # INSURED INSURERA: Great American Insurance Company Of NY 22136 American Tower Corporation 116 Huntington Avenue llth Floor INSURER B: Greenwich Insurance Company 22322 INSURERC: XL Specialty Insurance Co 37885 Boston MA 02116-5786 USA INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 570073456029 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. Limits shown are as requested INSR LTR TYPE OF INSURANCE ADD I N S DI 11ND I POLICY NUMBER MMIDDIYYYY POLICY EXP (MM1DDrYYYY1 LIMITS B X COMMERCIAL GENERAL LIABILITY RGD EACH OCCURRENCE $1,000,000' CLAIMS -MADE X❑ OCCUR DAMAGE O EN PREMISES Ea occurrence $1,000,000 MED EXP (Any one person) $10 , 000 PERSONAL& ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $20,000,000 POLICY PRO X LOC JECT APPROVED AS TO FORM PRODUCTS - COMP/OP AGG $2,000,000 OTHER. B AUTOMOBILE LIABILITY RAD9437615055�f� By: 1/2017 12/01/2018 COMBINED SINGLE LIMIT Ea accident $1,000,000 BODILY INJURY ( Per person) X ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS HIRED AUTOS NON -OWNED ONLY AUTOS ONLY 1j0- MICHAEL E. GATES CITY ATTORNEY 10,1711Y CITY OF HUNTINGTON B BODILY INJURY (Per accident) PROPERTY DAMAGE Per accident A X UMBRELLA LIAB X OCCUR UMB2063711 12/01/2017 12/01/2018 EACH OCCURRENCE $20,000,000 EXCESS LIAB CLAIMS -MADE AGGREGATE $20,000,000 DED I X RETENTION $2 5, 000 C c WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETOR / PARTNER / EXECUTIVE OFF ICER/MEMBEREXCLUDED? (Mandatory in NH) NIA RWD943S38605 CAOS) RWR943547005 (Retro Ded.) 12 01 2017 12/01/2017 12 1 18 12/01/2018 X I PERSTATUTE OTH- ER E.L. EACH ACCIDENT $1,000,000 E. L. DISEASE -EA EMPLOYEE $1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT S1,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The City of Huntington Beach, its officers, elected or appointed officials, employees, agents and volunteers are included as an Additional insured as respects the General Liability policy provisions. The General Liability policy herein is considered primary and non-contributory to other insurance available to the insured. CERTIFICATE HOLDER 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. Ri City Of Huntington Beach AUTHORIZED REPRESENTATIVE � Attn: Office of Business Development �! 2000 Main Street Huntington Beach CA 92648 USA L�rGI/c cl cl/ ✓ - ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD POLICY NUMBER: RGD9437614-05 COMMERCIAL GENERAL LIABILITY CG 20 26 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): The City of Huntington Beach, its officers, elected or appointed officials, employees, agents, and volunteers. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or 'personal and advertising injury' caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1. In the performance of your ongoing operations; or 2. In connection with your premises owned by or rented to you. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. CG 20 26 04 13 © Insurance Services Office, Inc., 2012 Page 1 of 1 POLICY NUMBER: RGD9437614-05 COMMERCIAL GENERAL LIABILITY CG 20 11 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - MANAGERS OR LESSORS OF PREMISES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Designation Of Premises (Part Leased To You): All Leased Premises. Name Of Person(s) Or Organization(s) (Additional Insured): All lessors for whom the named insured has agreed to provide insurance prior to loss as provided by this policy but only to the limit and scope of insurance agreed to by the Named Insured. Additional Premium: $ Included Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability arising out of the ownership, maintenance or use of that part of the premises leased to you and shown in the Schedule and subject to the following additional exclusions: This insurance does not apply to: 1. Any 'occurrence" which takes place after you cease to be a tenant in that premises. 2. Structural alterations, new construction or demolition operations performed by or on behalf of the person(s) or organization(s) shown in the Schedule. However: 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; 1. The insurance afforded to such additional whichever is less. insured only applies to the extent permitted This endorsement shall not increase the by law; and applicable Limits of Insurance shown in the Declarations. CG 20 11 04 13 © Insurance Services Office, Inc., 2012 Page 1 of 1 ENDORSEMENT # This endorsement, effective 12:01 a.m., 12-01-2017, forms a part of Policy No. RGD9437614-05 issued to American Tower Corporation by Greenwich Insurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY INSURANCE CLAUSE ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS COVERAGE PART It is agreed that to the extent that insurance is afforded to any Additional Insured under this policy, this insurance shall apply as primary and not contributing with any insurance carried by such Additional Insured, as required by written contract. All other terms and conditions of this policy remain unchanged. XIL 424 0605 ©, 2005, XL America, Inc. City of Huntington Beach 2000 Main Street ♦ Huntington Beach, CA 92648 (714) 536-5227 ♦ www.huntingtonbeachea.gov Office of the City Clerk Robin Estanislau, City Clerk October 22, 2018 ATC Outdoor DAS, LLC Attn: Steven O. Vondran 10 Presidential Way Woburn, MA 01801 Dear Mr. Vondran: Enclosed is a duplicate original of the fully executed "Second Amendment to Site License Agreement" between ATC Outdoor DAS, LLC and the City of Huntington Beach. Sincerely, Robin Estanislau, CIVIC City Clerk RE:ds Enclosure Sister Cities: Anjo, Japan ♦ Waitakere, New Zealand February 14, 2018 Fred Wilson City Manager City of Huntington Beach 2000 Main Street Huntington Beach California 92648 Dear Fred, Reference is made to that certain Site License Agreement entered into by and between Philips Lighting North America Corporation ("Philips Lighting") and The City of Huntington Beach ("Huntington Beach"), effective December 18, 2017 and assigned by Philips Lighting to ATC Outdoor DAS, LLC ("ATC") on December 18, 2017 (collectively, the "Agreement"). In furtherance of the relationship established by the Agreement and in consideration of the parties' ongoing collaboration, Philips Lighting shall provide to Huntington Beach, at no cost, one (1) Philips Lighting LED luminaire for each Smart Pole (as defined by the Agreement) that ATC installs in Huntington Beach pursuant to the Agreement. Except for the pricing and payment terms (which are not applicable), Philips Lighting's General Terms and Conditions of Sale (http://www.usa.lighting.philips.com/support/support/warranty) shall govern this transaction. To the fullest extent possible, each Philips LED luminaire will match the style, luminaire package and color temperature of the luminaire currently installed on the City Pole (as defined by the Agreement) prior to its replacement by the relevant Smart Pole. Thank you. Signed: 2.14.18 Robert lardy Date Legal Counsel & ssistant Secretary Philips Lighting North America Corporation Cc: Antonia Graham Kellee Fritzal Bob Stachelski Acce Fred-Wils uty�manager City of Huntington Beach Date RECEIVED BY / (Name) I . (Date) CITY CLERK RECEIPT COPY Return DUPLICATE to City Clerk's Office after signing/dating CITY OF HUNTINGTON BEACH INTERDEPARTMENTAL COMMUNICATION TO: City Treasurer FROM: City Clerk j �y DATE: SUBJECT: Bond Acceptance I have received the bonds for e r1 door - (company Name) CAPITAL PROJECTS (Includes CC's and MSC's) Performance Bond .No. Payment Bond (Labor any' Materials) Bond No. Warranty or Maintenance Bond No. TRACT AND DEVELOPMENT Faithful Performance Bond No. Labor and Material Bond No. Guarantee and Warranty Bond No. Monument Bond No. Franchise Bond No. Letter off Credit Bond No. Other �/l/`l�Z)1�'"�%r IC.//f, Cl%7��} Il{iGc �/, Ale 1l -1 � f,- l /,- (.. t) 1F1� u r%U 17G%v, Re: Tract No. CC No. MSC No. Other No. g:/forms/bond transmittal to treasurer /-:P//?//7 Approved -��- -f-f" i (Council Approval Date) Agenda Item No. City Clerk Vault No. SIRE System ID No. �%()6• �-D Bond No. BMN 1067818 Pole Removal and Smart Pole Installation Bond KNOW ALL PERSONS BY THESE PRESENTS: That we ATC Outdoor DAS LLC, A Delaware limited liability company of 10 Presidential Way Woburn Massachusetts a corporation duly organized under the laws of the State of Delaware as Principal and The Hanover Insurance Company as Surety are held and firmly bound unto City of Huntington Beach of 2000 Main Street, Huntington Beach, CA as Obligee, in the amount of Two Million ($2,000,000.00) Dollars, for the payment of which, well and truly to made, we bind ourselves, our heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents, the liability of the Surety being limited to the penal sum of this bond regardless of the number of years the bond is in effect. Whereas, the Principal has obtained written approval from the Obligee for the removal, installation and maintenance of multiple smart poles located at multiple sites as listed in the Site License Agreement dated December 18 2017 between Philips Lighting North America Corporation and City of Huntington Rench Now, therefore, if the principal well and truly complies with the maintenance, replacement, removal or relocation of the pole from the aforementioned address within 30 days upon receipt of written notice from the Obligee, to remove, replace, modify, or relocate the pole from said premises then this obligation is void, otherwise to remain in full force and effect unless cancelled as set forth below: It shall be a condition precedent to any right of recovery hereunder that, in the event of any default on the part of the Principal, a written statement of the particular facts of such default shall be, within Thirty (30) days, delivered to Surety at its Home Office located at 440 Lincoln Street, Worcester MA 01653 by registered mail to the Surety and the Surety shall not be obligated to perform Principals obligation until sixty (60) days after Surety's receipt of such statement. 2. The Surety may cancel this bond at any time by giving Thirty (30) days notice, by registered mail or overnight courier service to City of Huntington Beach, 2000 Main Street, Huntington Beach, CA (Obligee). Such termination shall not affect liability incurred under this obligation prior to the effective date of such termination. No action, suit, or proceeding shall be maintained against the Surety on this bond unless the action is brought within twelve (12) months of the cancellation date of this bond. 4. Regardless of the number of years this bond may be renewed, in no event shall the liability of the Surety exceed the penal sum of this bond. This bond is continuous and remains in full force and effect until cancelled according to the terms herein stated above; however, for verification purposes you may contact the insurance broker: USI Insurance Services National Inc..,Surer Department 200 Berkeley Street 23"l Floor Boston, MA 02116 Telephone Number (617) 904-4140. Changes required in the bond can be accomplished by a change rider issued by the surety. THE HANOVER INSURANCE COMPANY MASSACHUSETTS BAY INSURANCE COMPANY CITIZENS INSURANCE COMPANY OF AMERICA F uwf:H Ur A l l UKIVC r THIS Power of Attorney limits the acts of those named herein, and they have no authority to bind the Company except in the manner and to the extent herein stated. KNOW ALL PERSONS BY THESE PRESENTS: That THE HANOVER INSURANCE COMPANY and MASSACHUSETTS BAY INSURANCE COMPANY, both being corporations organized and existing under the laws of the State of New Hampshire, and CITIZENS INSURANCE COMPANY OF AMERICA, a corporation organized and existing under the laws of the State of Michigan, (hereinafter individually and collectivelythe "Company') does hereby constitute and appoint, Donna M. Fennell, Kristen Baez, Bobby Montrond and/or Andrew C. Reid Of Wells Fargo Insurance, Boston, MA, each individually, if there be more than one named, as its true and lawful attorney(s)-in-fact to sign, execute, seal, acknowledge and deliver for, and on its behalf, and as its act and deed any place within the United States, any and all surety bonds, recognizances, undertakings, or other surety obligations. The execution of such surety bonds, recognizances, undertakings or surety obligations, in pursuance of these presents, shall be as binding upon the Company as if they had been duly signed by the president and attested by the secretary of the Company, in their own proper persons. Provided however, that this power of attorney limits the acts of those named herein; and they have no authority to bind the Company except in the manner stated and to the extent of any limitation stated below: Any surety bond, recognizance or obligation in the United States, not to exceed $One Million Dollars ($1,000,000) in any single instance. That this power is made and executed pursuant to the authority of the following Resolutions passed by the Board of Directors of said Company, and said Resolutions remain in full force and effect: RESOLVED: That the President or any Vice President, in conjunction with any Vice President, be and they hereby are authorized and empowered to appoint Attorneys -in -fact of the Company, in its name and as it acts, to execute and acknowledge for and on its behalf as surety, any and all bonds, recognizances, contracts of indemnity, waivers of citation and all other writings obligatory in the nature thereof, with power to attach thereto the seal of the Company. Any such writings so executed by such Attorneys -in -fact shall be binding upon the Company as if they had been duly executed and acknowledged by the regularly elected officers of the Company in their own proper persons. RESOLVED: That any and all Powers of Attorney and Certified Copies of such Powers of Attorney and certification in respect thereto, granted and executed by the President or Vice President in conjunction with any Vice President of the Company, shall be binding on the Companyto the same extent as if all signatures therein were manually affixed, even though one or more of any such signatures thereon may be facsimile. (Adopted October 7, 1981 —The Hanover Insurance Company; Adopted April 14, 1982 — Massachusetts Bay Insurance Company; Adopted September 7, 2001 — Citizens Insurance Company of America) IN WITNESS WHEREOF, THE HANOVER INSURANCE COMPANY, MASSACHUSETTS BAY INSURANCE COMPANY and CITIZENS INSURANCE COMPANY OF AMERICA have caused these presents to be sealed with their respective corporate seals, duly attested by two Vice Presidents, this 08th day of December, 2015. 107'1 � t96d �� THE HANOVER INSURANCE COMPANY MASSACHUSETTS BAY INSURANCE COMPANY CITIZEN�S/SURANCE�OMPANY OF AMERICA kotxrt Ilamu , Vice Pre>ident THE HANOVER INSURANCE COMPANY MA 3A NUS ETT BAV 1 6 CE COMPANY CIT EN 1 SUR ICE Of AMERICA THE COMMONWEALTH OF MASSACHUSETTS ) COUNTY OF WORCESTER ) ss. T«la.V, .. On this 0811 day of December 2015 before me came the above named Vice Presidents f The Hanover Insurance Company, Massachusetts Bay Insurance Company and Citizens Insurance Company of America, tome personally known to be the individuals and officers described herein, and acknowledged that the seals affixed to the preceding instrument are the corporate seals of The Hanover Insurance Company, Massachusetts Bay Insurance Company and Citizens Insurance Company of America, respectively, and that the said corporate seals and their signatures as officers were duly affixed and subscribed to said instrument by the authority and direction of said Corporations. OIAKE J. MMINO Na OFel° P °/1/YPQ�J/f U Mp Capafamn E,XJ*" 13—c 1 Mac& 4. am omnu..w. E'pirc. ♦la'I, I, the undersigned Vice President of The Hanover Insurance Company, Massachusetts Bay Insurance Company and Citizens Insurance Company of America, hereby certify that the above and foregoing Is a full, true and correct copy of the Original Power of Attorney issued by said Companies, and do hereby further certify that the said Powers of Attorney are still in force and effect. GIVEN under my hand and the seals of said Companies, at Worcester, Massachusetts, this 241h day of January 2018. CERTIFIED COPY "Yfr�z4 %' t fiazr 'ihewore Ci. martmez, Vice Presidcnt ' .. City of Huntington Beach 2000 Main Street ♦ Huntington Beach, CA 92648 (714) 536-5227 ♦ www.huntingtonbeachea.gov Office of the City Clerk Robin Estanislau, City Clerk February 14, 2018 Philips Lighting North America Corporation Attn: Bill McShane 200 Franklin Square Drive Somerset, NJ 08873 Dear Mr. McShane: Enclosed for your records is a copy of the fully executed "Site Lease Agreement Between the City of Huntington Beach and Phillips Lighting North America Corporation." Sincerely, Robin Estanislau, CIVIC City Clerk RE:ds Enclosure Sister Cities: Anjo, Japan o Waitakere, New Zealand City of Huntington Beach 2000 Main Street ♦ Huntington Beach, CA 92648 (714) 536-5227 e www.huntingtonbeachca.gov Office of the City Clerk -Robin Estanislau, City Clerk February 14, 2018 Philips Lighting North America Corporation Attn: General Counsel 200 Franklin Square Drive Somerset, NJ 08873 Good afternoon: Enclosed for your records is a copy of the fully executed "Site Lease Agreement Between the City of Huntington Beach and Phillips Lighting North America Corporation." Sincerely, Robin Estanislau, CMC City Clerk RE:ds Enclosure 4 s' Sister Cities: Anjo, Japan ♦ Waitakere, New Zealand Dept. ID ED 17-34 Page 1 of 4 Meeting Date: 12/18/2017 �qPPPOVE-D 7-0 CITY OF HUNTINGTON BEACH REQUEST FOR. CITY COUNCIL ACTION MEETING DATE: 12/18/2017 SUBMITTED TO: Honorable Mayor and City Council Members SUBMITTED BY: Fred A. Wilson, City Manager PREPARED BY: Kellee Fritzal, Deputy Director, Office of Business Development SUBJECT: Approve and authorize execution of a License Agreement between the City and Philips Lighting North America Corporation for the removal and replacement of uD to 200 street Doles with stealth smart poles Statement of Issue: The City Council is asked to approve a License Agreement ("Agreement") with Philips Lighting North America Corporation ("Philips") for the development and replacement of up to 200 City - owned street lights with smart poles for purposes of small cell deployment within the Downtown area. This item was originally presented to the City Council on November 20, 2017, The City Council requested additional information at that meeting regarding maintenance responsibilities and general fund revenues which is contained herein. Financial Impact: Philips will pay the City a one-time deployment fee in the amount of $50,000 for the exclusive right to replace City owned light poles with Philips Smart Poles at 200 pre -approved locations throughout the Downtown and Pacific Coast Highway areas. In addition, rental payments to install, maintain, and operate the Smart Poles within the public right-of-way will be charged at a rate of $2,000 annually/per pole (i.e. $166.67 per pole per month). Philips estimates that 100 smart poles will be installed within the first three years of the Agreement. The revenue, at full build out, is estimated to generate up to $400,000 annually. All of the revenue generated from the Agreement will be deposited into the General Fund account 10000100.43165, Real Estate Rental/Leases. Recommended Action: A) Approve and authorize the Mayor, City Clerk, and City Manager to execute the License Agreement between the City of Huntington Beach and Philips Lighting North America Co.; and, B) Approve and authorize the City Manager to execute Assignment and Assumption Agreement consenting to the transfer of the License Agreement from Philips to ATC Outdoor DAS, LLC, as approved by the City Attorney's Office; and, C) Authorize the City Manager or designee to execute any additional documents required to effectuate the License Agreement, as approved by the City Attorney's Office. Alternative Action(s): Do not approve the License Agreement and direct staff accordingly. H B -12 i - Item 12. - 1. Dept. ID ED 17-34 Page 2 of 4 Meeting Date: 12/18/2017 Analysis: Residents, businesses, and visitors have expressed dissatisfaction with the limited amount of wireless coverage in certain areas of the City and at particular large scale events in the Downtown area. In addition to limited coverage, residents and businesses have recently expressed dissatisfaction regarding the designs of the small cell facilities, as they are not aesthetically pleasing. In order to address demand and aesthetic concerns, Philips approached City staff with an unsolicited offer about a program for the installation of what Philips calls a "stealth smart pole" (Smart Pole). The Smart Pole is an integrated unit manufactured by Philips that combines equipment, cabinets, and metering equipment needed to house multiple small cell installations within the Smart Pole. The Smart Pole will be available to wireless carriers to sub -license, which will increase wireless coverage in the high demand Downtown area. The Smart Poles will not have any exterior attachments to obstruct views and will look similar to the existing poles. The Smart Poles are manufactured in the United States. Philips has agreements with several municipalities throughout California, most notably, the cities of Los Angeles and San Jose. City Date $/Pole/Month No. of Annual LED Conv Deployment Term Poles Revenue Fees (one-time) Los Angeles 8/22/2014 $102 200 $244,800 None None 5 yrs w/ (4) 5-yr auto ext. San Jose 2/11/2015 $0 50 $0.00 15 LED: 1 None 10 yrs w/ smart pole 10-yr inst. renewal Huntington $166.67 200 $400,000 None $50,000 20 yrs Beach Rental Rates Philips has agreed to pay the City a one-time Deployment Fee totaling $50,000, of which $25,000 will be due upon execution of the Agreement. During the first five years, Philips will have the right to install up to 200 poles based on demand by wireless carriers. However, Philips estimates that approximately 100 Smart Poles will be fully deployed by the end of the third year. In addition to the Deployment Fee, Philips will compensate the City in the amount of $166.67/pole per month ("Rent") upon installation of a Smart Pole for a total of $2,000/pole per year. At full build out, the revenue generated is estimated to generate up to $400,000 per year. Rent paid by Philips will last for the entire term of the Agreement. The rent is subject to annual increases in the amount of 3%. The monthly rent rate exceeds that of other municipalities. Maintenance The Agreement sets forth that Philips will own the Smart Poles and maintain the pole and mastarm (Attachment 1) while the City's maintenance contractor will maintain the separate and distinct luminaire. This was a negotiated maintenance obligation in exchange for Smart Pole ownership with Philips. City staff is recommending that the City maintain the street light maintenance portion of the Smart Poles for consistency throughout the City regarding the illumination of the street and Item 12. - 2 HB - t 22- Dept. ID ED 17-34 Page 3 of 4 Meeting Date: 12/18/2017 the inventory of City fixtures. There could be detrimental issues if a third party contractor were to work on the luminaire by placing the onus of the maintenance responsibility on Philips. The maintenance responsibilities of the City and Philips are listed in Attachment 1 of this Request for Council Action and in Exhibit C of the Agreement. Length of Agreement and Number of Smart Poles Initially, Philips requested a larger number of poles, approximately 600. However, this was reduced to 200 poles to allow for competition by other wireless providers who can accommodate their installations without the use of stealth technology. The 20-year term will allow Philips the ability to market and secure multiple long-term sublicenses with wireless carriers, thereby increasing wireless coverage to underserved and high demand areas. The Smart Poles will be owned by Philips throughout the term of the Agreement, with the City retaining ownership at the end of the term. At that point, the City can renegotiate with Philips for an additional term or lease the space to other carriers. Salient Terms Philips will pay for the installation of the new Smart Poles and provide warranties for the workmanship for installation and durability. In addition, Philips will post a surety bond in the amount of $2,000,000 if Philips decides to terminate the contract prior to the expiration, the bond would be used to remove the Smart Poles and re -install standard streetlights. Philips will provide insurance certificates and endorsements in accordance with Risk Management requirements. Philips will also indemnify the City against claims or losses, including casualties. The City will maintain the Smart Poles pertaining to the graffiti removal, sticker removal, LED diode replacement, and maintenance of street lighting systems. All other municipalities continue to maintain the Smart Pole exteriors, as well. Philips will maintain all equipment related to telecommunications and wireless carrier installations. In the event a Smart Pole is knocked down, Philips will re -install a new Smart Pole at no -cost to the City. Permitting The Philips Smart Pole represents an integrated solution utilizing stealth technology to expand wireless networks while complying with the aesthetic and design standards of the Huntington Beach Zoning and Subdivision Ordinance (HBZSO) Section 230.96 (Wireless Communication Facilities). Pursuant to the HBZSO, the Philips Smart Poles will be installed upon the issuance of a Wireless Permit. A Wireless Permit would be issued if, and only if, the Smart Poles meet the definition of Small Cell sites and comply with Public Work's design standards. Smart Poles located within the Coastal Zone would be subject to a case -by -case review and may require Coastal Commission approval. Smart Poles located along Pacific Coast Highway would have to comply with Caltrans design standards prior to issuance of a Wireless Permit. Installation Philips will deploy the Smart Poles according to specific areas ("Deployment Zones"). The Deployment Zones consist of the Downtown Area, Pacific City Area, Hilton Waterfront Area, and Hyatt Area. Philips agrees to install Smart Poles within each Deployment Zone in one phase that will be comprised of trenching, laying of fiber optic cabling, paving, removal of City poles, and installation of Smart Poles. Environmental Status: Not Applicable Strategic Plan Goal: Strengthen Economic and Financial Sustainability Attachment(s): 1. Table of Maintenance Responsibilities and Smart Pole Design. HB -12;- Item 12. - 3 Dept. ID ED 17-34 Page 4 of 4 Meeting Date: 12/18/2017 2. License Agreement between the City of Huntington Beach and Philips Lighting North America Corporation, including Exhibits A-F 2. 3. Assignment and Assumption Agreement between Philips Lighting North America Corporation and ATC Outdoor DAS, LLC. Item 12. - 4 HB _ t ?-4- ATTACHMENT #1 Licensee/Licensor Maintenance Responsibilities Maintenance Responsibility Philips Carrier City First responder to car hit pole, other forms of severe damage, power disconnect, make site safe X Removal of pole due to car hit damage transport to city ya rd X Repair of foundation damage due to car hit damage X* Supply of replacement pole, luminaire arm due to car hit damage X* Reinstallation of replacement pole due to car hit damage X* Luminaire replacement due to car hit damage X* x** Normal luminaire maintenance X Repair of wiring from pole power junction box to and into X X*** the pole due to shorting, being cut, stolen, etc. Repair of wiring from service point to pole power junction box due to shorting, being cut, stolen, etc. X X*** Repair of fiber from pole junction box to and into the pole X Graffiti removal to exterior X Repainting of pole due to excessive graffiti X X Repainting of pole due to normal wear and tear One time during contract riod Repair of vandalism damage to door covers, base covers, castings, pole shaft X Repair of telecommunication equipment, antennas inside of pole X Damage by sublicensee, external or internal X X *Car hit poles, city to provide police report for contacting insurance company **City to provide luminaire ***City is responsible for streetlight circuit portion HB -12)5- Item 12. - 5 Decorative A [4612. 181 Luminaire - City Responsibility 1092.20mm] Telecommunication Equipment 43.00in ATC & Wireless Carrier ¢_ 9.00in Responsibility Base door, decorative bases - City to repair due to vandalism [2378.60mm] 93.65in [433.89mm] Telecommunication 17.08in Equipment located inside base - [2150mm] ATC & Wireless 84,65in Carrier Responsibility [868.83mm] Power Pullbox City 705 92mm responsible due to _" [ 27 79in ] vandalism, cut, stolen wire -- - — into pullbox f' �. FJO Item 12. - 6 HB -1216- AMERICAN TOWER" Decorative A Luminaire - City Responsibility 1 1092.20mm] Telecommunication Equipment 43.00in ATC & Wireless Carrier �_ 9.00in Responsibility [4612. 181 Base door, decorative bases - City to repair due to [2378.60mm] vandalism 93.65in [433.89mm] Telecommunication 17.08in Equipment located inside base - [2150mm] ATC & Wireless 84.65in Carrier Responsibility [868.83mm] 34.21 in Power Pullbox City 705 92mm responsible due to [ 27 79in ] vandalism, cut, stolen wire into pullbox AMERMAN TOWER" HB -127- Item 12. - 7 ATTACHMENT #2 Site License Agreement _ DO NOT RECORD Page 1 of 28 SITE LICENSE AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH I 11 PHILIPS LIGHTING NORTH AMERICA CORPORATION THIS SITE LICENSE AGREEMENT ("Agreement") is made and entered into this -le of(L7r�,�, 2017, by and between the CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California, herein referred to as "Licensor" or "City", and PHILIPS LIGHTING NORTH AMERICA CORPORATION, a Delaware corporation, hereinafter referred to as "Licensee." In consideration of the terms and covenants contained herein, the Licensor and Licensee agree as follows: ARTICLE 1— TERMS OF LICENSE Section 1.01 Property and Use (a) Licensor is the owner of certain street light poles ("City Poles") located in the City of Huntington Beach, County of Orange, State of California as more particularly identified in Exhibit "A", and in a map depicting the existing City Pole locations as set forth in Exhibit "B" (each, a "Property"). Exhibits A and B are attached hereto and incorporated herein by reference. (b) Licensee is the owner of integrated lighting and communication smart poles together with internal ancillary equipment that utilize light emitting diodes ("LED") that are capable of housing certain proprietary telecommunications and/or internal data transmission equipment ("Communications Equipment") within the pole (collectively, "Smart Poles"). (c) Licensee desires to remove up to two hundred (200) City Poles and replace said poles with Smart Poles, including those Smart Poles depicted in Exhibit "C" (each, a "Smart Pole") (attached hereto and incorporated herein by reference) with an integrated antenna technology that may be capable of accommodating internal telecommunications equipment belonging to one or more telecommunications service providers. Any Smart Pole not depicted in Exhibit C requires City approval prior to being deployed as part of this License Agreement. Smart Pole Design other than Exhibit C approval is at the City sole discretion; and Licensee desires to receive from Licensor the right to install, operate, maintain, repair and replace said Smart Poles for purposes of (a) providing street lighting to Licensor and (b) sublicensing all or a portion of the internal sections of the 17-6117/169073/MV DO NOT RECORD Site License Agreement DO NOT RECORD Page 2 of 28 Smart Pole (the "Licensed Portion") to one or more telecommunications service providers or other third parties ("Communication Providers") for mobile/wireless telecommunications transmission at Licensee's sole cost and expense and liability. (d) Licensor hereby grants to Licensee the right to license the Property to remove City Poles and to install, operate, maintain, repair and replace Smart Poles and Communications Equipment ("Licensee's Facilities"), as identified in Exhibit "M (attached hereto and incorporated herein by reference) for lighting and mobile/wireless telecommunications services on the Property. (e) The right and permission of Licensee and any sub licensee are subordinate to the prior and paramount right of Licensor to use the Property in its entirety for public purposes to which now it is and may, at the option of Licensor, be devoted. Licensee undertakes and agrees to use the Property and to exercise this license at all times in such manner as will not unreasonably interfere with the full use and enjoyment of the Property by Licensor. (f) Licensor acknowledges title to the Smart Poles is vested in Licensee and agrees never to assail or resist the same. (g) Licensor acknowledges that it is the intent of the Licensee to license all or part of each Smart Pole to one or more Communications Providers (as defined below) where feasible in order to install, maintain, repair, operate and replace certain Communications Equipment. (h) Licensor hereby grants to Licensee the exclusive right to enter into sublicense agreements with one or more third party communication providers or carriers ("Communication Providers") for the purpose of installing, operating, maintaining, repairing and replacing wireless communication equipment ("Communications Equipment") within the Smart Pole as depicted in Exhibit "W subject to all the terms, conditions, and provisions of this License including applicable laws which is a material provision herein. Licensee shall provide Licensor with a memorandum of sublicense that identifies the sublicensee, summarizes the length of term of the sublicense, and provides the contact and mailing information of the sublicensee. Section 1.02 Condition Precedent This Agreement is conditioned upon any Communication Providers who occupy a Smart Pole (including Licensee if applicable), possessing all government permits including encroachment permits, business licenses, zoning and building enabling said 17-6117/169073/MV DO NOT RECORD Site License Agreement, DO NOT RECORD Page 3 of 28 Communications Providers to operate Communications Equipment and related facilities. This Agreement for the installation, operation and maintenance of Licensee's Facilities and Communications Equipment on the Property are subject to all ordinances and regulations of general application now in effect or subsequently enacted. Licensee agrees that any additions or new construction to the Property or the exterior of Licensee's Facilities, other than those set forth in Exhibit C, must be reviewed and approved in writing and/or by obtaining all permits or additional licenses by Licensor prior to the addition or construction taking place, which approval may be withheld at Licensor` s sole discretion. Section 1.03 Term and Schedule of Performance (a) Removal and Replacement. All removal and replacement of City poles as set forth herein shall occur within 5 years from execution of this License. The Licensee shall not remove any City Poles and/or install any Smart Poles 5 years from execution of this License, except that any in progress installations of Smart Poles that were commenced before the 5 years may continue. (b) License Term. The Term of this Agreement shall be twenty (20) years commencing on the date this License is executed by the parties (the "License Term"). Section 1.04 License Fees (Deployment Fee and Ongoing License Fee) (a) Deployment Fee. Licensee shall pay to Licensor a fee ("Deployment Fee") in the amount of fifty thousand ($50,000.00), in annual installments as set forth Exhibit "E", attached hereto and incorporated herein by reference. A late charge of ten percent (10%) shall be applied in the event any portion of the Deployment Fee remains unpaid for more than fifteen (15) days following the dates set forth in Exhibit E, or on the next business day if the fifteenth day falls on a weekend or holiday. In addition, one and a half percent (1 1/2%) interest per month shall be added for each month payment hereunder is due but unpaid. (b) Ongoing License Fee. In addition to the Deployment Fee, upon the removal of a City Pole, and installation by Licensee and acceptance of installation by City Public Works Department of a Smart Pole, Licensee shall pay the Licensor a fee of one hundred sixty sixe dollars and sixty seven cents ($166.67) per Smart Pole per month, commencing on the first full month following acceptance of such Smart Pole by the Licensor (the "Ongoing License Fee"). The Ongoing License Fee must be received by the City Treasurer within fifteen (15) calendar days after the end of each month or on the next business day if the fifteenth day falls on a weekend or holiday. A late charge of ten percent (10%) per month shall be applied to any Ongoing License Fee that is due but unpaid after the 15' day of the 17-6117/169073/MV DO NOT RECORD Site License Agreement DO NOT RECORD Page 4 of 28 month. In addition, one and a half percent (1 '/2%) interest per month shall be added for each month payment hereunder is due but unpaid. (c) Licensor and Licensee agree that the Ongoing License Fee shall be increased by three (3%) percent annually beginning on the first anniversary of the date of the first payment of the Initial and License Fee. Any hold over by Licensee after the expiration of the Term shall be construed as a month to month License and the License Fees shall increase to 1 '/z times the then current License Fee plus the annual increase herein specified. Section 1.06 Non -Possessory Interest Licensor retains full possession of the Property and Licensee will not acquire any interest temporary, permanent, irrevocable, possessory or otherwise by reason of this Agreement, or by the exercise of the permission given herein. Licensee will make no claim to any such interest. Any violation of this provision will immediately void and terminate this Agreement. Section 1.07 Non -Recording This Agreement shall not be recorded. ARTICLE 2 — TAXES AND UTILITIES Section 2.01 Taxes Licensee shall be responsible for all taxes, assessments or other charges levied or imposed by any government entity as a result of Licensee's use of the Property. If such taxes are not assessed separately to Licensee, Licensor shall provide Licensee with evidence, reasonably acceptable to Licensee, of such tax assessment and the amount due, which is attributable to Licensee's use of the Property. Section 2.02 Utilities Except for illumination cost, Licensee shall pay for, and indemnify and hold Licensor free and harmless from, any liability associated with utilities furnished to the Licensee's Facilities associated with the use, operation and maintenance of the Communications Equipment during the Term of this Agreement. To reduce the disruption to Licensor's facilities and disruption within the public right of way, the SmartPole shall utilize the power sources that service the existing pole structure and its components. The power used by Communications Equipment shall be negotiated with Southern California Edison ("SCE") or existing power utility and paid for by Licensee directly to the provider of the power without adverse impact to the Licensor. Licensee's right to remove any City Pole is conditioned upon Licensee receipt of an agreement to power the Smart Pole. For the 17-6117/169073/MV DO NOT RECORD Site License Agreement _ DO NOT RECORD Page 5 of 28 avoidance of doubt, Licensor shall at all times remain responsible for all utilities associated with the lighting element of each Smart Pole. ARTICLE 3 — IMPROVEMENTS AND ACCESS Section 3.01 Licensee's Smart Poles (a) Installation. I. Prior to the installation of any Smart Poles, Licensee shall obtain a Wireless Permit pursuant to Huntington Beach Zoning and Subdivision Ordinance Section 230.96 for up to twenty five (25) Smart Poles per permit per Deployment Zone. 2. The Licensor makes no representations or warranties regarding the suitability, condition or fitness of the Property subject to this Agreement. 3. During the installation of Licensee's Smart Poles, Licensee shall cooperate with Licensor's representatives, which may monitor the installation of Licensee's Smart Poles. Licensee fully agrees to coordinate with Licensor during the installation of the Smart Poles and any fiber optic cabling installed by the Licensee and its Sublicensees, and shall coordinate with Licensor regarding the installation of any LED fixtures, and shall not proceed with installation on the Property and in the public right-of-way without prior approval of the Licensor. Installation of the Smart Poles shall occur in phased areas ("Deployment Zones") as set forth in Exhibit "F" (attached hereto incorporated herein by reference.) The Deployment Zones consist of the Downtown Area, Pacific City Area, Hilton Waterfront Area, Hyatt Area. Licensee agrees to install Smart Poles within each Deployment Zone in one phase that comprises of trenching, laying of fiber optic cabling, paving, removal of City Poles, and installation of Smart Poles. 4. Licensee's construction and installation of the Smart Poles together with the disposal of the City Pole, shall be performed at Licensee's sole cost and expense and completed in a good and workmanlike manner by licensed, insured and bonded contractors and provide Licensor evidence of the foregoing prior to commencement of installation. 5. Nothing in this License shall permit Licensee to materially interfere with Licensor's existing facilities and operations. Any and all installation, modification and operation of the Smart Poles and related work and equipment must meet all applicable structural engineering, building and safety standards for this type of public facility pursuant to Licensor review and any governmental body with jurisdictional authority. 17-6117/169073/MV DO NOT RECORD Site License Agreement DO NOT RECORD Page 6 of 28 (b) Ownership. Upon installation of each Smart Pole by Licensee, Licensee shall own to the Smart Poles but in some instances may not own the Communications Equipment, which may remain property of the Communications Providers. However, Licensor and or its contractors/representatives shall have the right to access and modify/repair any lighting features of a Smart Pole. Except as otherwise provided, Licensor or its contractors or representatives shall not have the right to access, modify or remove the Communications Equipment. (c) Maintenance of Smart Pole. 1. Licensor Maintenance Responsibility. Licensor shall be responsible for the maintenance of the LED and street lighting equipment within the Smart Pole as set forth in Exhibit C, as well as graffiti removal. Licensor shall have no responsibilities or obligations with respect to the Communications Equipment located within a Smart Pole. 2. Licensee Responsibility. Licensee shall be responsible at their sole cost for maintenance repair and replacement of the Smart Pole and equipment except the LED light and associated street lighting equipment, and graffiti abatement. (d) Access. Licensor and Licensee shall provide mutual access to the Property to the other party, and its employees, agents, contractors and subcontractors, twenty-four (24) hours a day, seven (7) days a week subject to Licensor's ordinances and permit approvals. Except in the case of emergencies, Licensor shall give Licensee forty-eight (48) hours' notice prior to entry into the Property. Licensor represents and warrants that it has full rights of ingress and egress to and from the Property, and hereby grants such rights to Licensee to the extent required to construct, maintain, install, and operate Smart Poles and Licensee's Facilities on the Property. Licensee's exercise of such rights shall not cause undue inconvenience to Licensor nor shall any such exercise interfere with the use of the Property by Licensor or its licensees, guests, or assignees. (e) Removal of Smart Pole by Licensee. Licensee may remove a Smart Pole and replace with City Pole at its sole cost and expense on or before the expiration or termination of this Agreement; provided that such removal and replacement shall be done in a workmanlike manner and without interference or damage to any other equipment, structures or operations. Reinstallation of a City Pole shall be completed within ten (10) business days from Licensee removing the Smart Pole and accepted in writing by Licensor. In the event Licensee reinstalls a City Pole, Licensee shall be required to remove and dispose of the Smart Pole together with Licensee Facilities at Licensees sole cost and liability. 17-6117/169073/MV DO NOT RECORD Site License Agreement _ DO NOT RECORD Page 7 of 28 (f) Removal of Smart Pole at the request of Licensor. The Licensor may require the removal of a previously installed Smart Pole if. (i) Licensor reasonably determines that the safety of the public requires such removal or (ii) the Licensor makes a final and un-appealable determination that such Smart Pole is required to be removed at its sole discretion, provided that, in no event will Licensee be required to remove more than five (5) Smart Poles under this Section. Notwithstanding the foregoing, Licensor may require Licensee to remove more than five (5) Smart Poles only if another public agency with jurisdictional authority makes a final un- appealable determination requiring the removal of said Smart Poles. In such event, the Licensor shall provide Applicant with at least ninety (90) days prior written notice requiring the removal of the Smart Pole. During the ninety (90) day notice period, the Licensor and Applicant will take such steps as may reasonably be required to identify a suitable replacement location for the Smart Pole that must be removed. In the event Licensor requires removal, Licensee shall provide Licensor with an estimate of all costs for the removal Smart Pole, including re -installation of City pole, and restoration of the Property to its original condition. After receipt Licensor in its sole and absolute discretion, notify Licensee to remove the Smart Pole in a workmanlike manner and without interference or damage to any other equipment, structures or operations on the Property, including the use of the Property by Licensor or any of Licensor's licensees, assignees or lessees. Licensee shall repair any damage to the Property caused by such removal and will at the City's discretion, reinstall a standard street light pole in satisfactory condition as accepted in writing by Licensor within ten (10) business days from Licensee removing the Smart Pole from the Property. In the event the City's request is to remove a Smart Pole through no fault of Licensee, Licensee shall furnish to Licensor invoices for all expenses related to the removal of Smart Pole, re -installing a standard street light pole, and restoration of the Property to its original condition and Licensor shall issue Licensee with a rent credit to cover said expenses. If the Smart Pole removal is required because of some action or inaction of Licensee, Licensee shall be required to pay all costs for removal, restoration and construction of a new City Pole. (g) Replacement of Smart Pole. The Parties agree that should any Smart Poles be knocked down or damaged (including because of a traffic accident or vandalism) or should a Smart Pole otherwise become inoperable, Licensee shall provide a replacement Smart Pole at its sole cost and expense, except to the extent caused by Licensor's negligence or willful misconduct. The Licensor will provide storage for a maximum of two (2) Smart Poles at its storage facilities. 17-6117/169073/MV DO NOT RECORD Site License Agreement _ DO NOT RECORD Page 8 of 28 Section 3.02 Liens Licensee shall not permit any mechanics' or materialness', or other liens, or stop notices, to stand against the Property by reason of any use or occupancy by Licensee, or any person claiming under Licensee. Licensee will remove or bond off any lien filed against the Property as a result of its use or occupancy within thirty (30) days of receiving notice of such lien. ARTICLE 4 - INTERFERENCE Section 4.01 Interference Radio equipment that is operated in the unlicensed spectrum has potential to interfere with other applications and equipment in the nearby vicinity. Therefore, Licensor reserves the right to require that such unlicensed radio equipment be tested by an independent third party satisfactory to both Licensor and Licensee at the Licensee's sole expense if interference is detected. In the event any installed equipment causes unreasonable interference with pre-existing equipment owned by the Licensor or located on Licensor property, and after Licensor has notified Licensee in writing of such interference, Licensee will take all commercially reasonable steps necessary to correct and eliminate the interference, including but not limited to, at its option, powering down such equipment and later powering up such equipment for intermittent testing. Licensor shall not be entitled to terminate this License or an individual Wireless Permit or relocate any equipment if Licensee is making a good faith effort to remedy the interference issue. If the interference continues for more than 4 months or if the interference effects public safety communications, Licensor at its discretion may terminate this Agreement as to the individual location and/or individual Wireless Permit. ARTICLE 5 — INDEMNITY AND INSURANCE Section 5.01 Indemnification, Defense, Hold Harmless; Limitation of Damages Licensee shall protect, defend, indemnify, and hold harmless Licensor, its officers, employees and agents its officers, elected or appointed officials, employees, agents, and volunteers against any third party claim, including claims from sub -licensees for loss or liability arising from or related to any damage, injury or loss caused by, or resulting from, the installation, maintenance, operation or use of each and every Smart Pole or Communications Equipment, or resulting in any way from Licensee's occupation or use of each and every Property and Licensed Portion, including, without limitation, that which is due, in whole or in part, to the willful misconduct or negligent acts (active or passive) or omissions by Licensee, its officers, employees, consultants or agents. Licensee obligation to indemnify and hold harmless excludes only such claim, loss or liability that is due to the sole negligence or willful misconduct of City and/or its employees. All of Licensee obligations under this Section are intended to apply to the fullest extent permitted by law and shall survive the expiration or sooner termination of 17-6117/169073/MV DO NOT RECORD Site License Agreement _ DO NOT RECORD Page 9 of 28 this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Licensee. Licensor shall give Licensee prompt written notice of any Claim. Failure or delay in giving such notice shall not diminish Licensee's indemnity obligations unless and only to the extent that Licensee is materially adversely affected thereby. Licensee shall be permitted to control the defense of such Claim and Licensor will give Licensee reasonable assistance and cooperation in investigation, preparation, settlement and defense of the Claim. Any settlement by Licensee is subject to Licensor's written approval, not to be unreasonably withheld, delayed or conditioned (except that any settlement requiring any admission of liability shall be subject to Licensor's written approval in its sole discretion). In the event Licensor wishes to retain counsel, it shall be at its own expense. NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR LOSS OF ANTICIPATORY PROFITS OR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, LOST BUSINESS OPPORTUNITIES, IMPERFECT COMMUNICATIONS, MARKET SHARE OR CONSEQUENTIAL DAMAGES ("CONSEQUENTIAL DAMAGES") INCURRED IN CONNECTION WITH THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO ANY CONSEQUENTIAL DAMAGES ARISING FROM OR RELATED TO ANY NETWORK DISRUPTION, MALFUNCTION, DISRUPTION OF SERVICE, INADVERTENT DISCLOSURE OR THEFT OF OCCUPANT INFORMATION, VANDALISM, FORCE MAJEURE, OR ANY OTHER REASON, EVEN IF THE PARTIES CONTEMPLATED THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. Section 5.02 Worker's Compensation and Employers' Liability Insurance Pursuant to the California Labor Code Section 1861, Licensee acknowledges awareness of Section 3700 et seq. of said code, which requires every employer to be insured against liability for workers' compensation. Licensee covenants that it will comply with all such laws and provisions prior to the encroachment into the Public Right of Way pursuant to this license. As required by the State of California, Licensee shall maintain such Workers' Compensation Insurance per Statutory Limits, and Employer's Liability insurance in an amount of not less than One Million Dollars ($1,000,000) per accident for bodily injury or disease, at all times incident hereto, in forms and underwritten by insurance companies satisfactory to the City. Section 5.03 General Liability Insurance (must be modified) In addition to the workers' compensation and employer's liability insurance and Licensee's covenant to defend, hold harmless and indemnify CITY, Licensee shall obtain and furnish to CITY if requested policy of general public liability insurance, including motor vehicle coverage covering the Project/Premises. This policy shall indemnify Licensee, its officers, employees and agents while acting within the scope of their duties, 17-6117/169073/MV DO NOT RECORD Site License Agreement _ DO NOT RECORD Page 10 of 28 against any and all claims arising out or in connection with the Project/Premises, and shall provide coverage, on ISO form CG 00 01 or equivalent, in not less than the following amount: combined single limit bodily injury and property damage, including products/completed operations liability and blanket contractual liability, of Ten Million Dollars ($10,000,000) per occurrence and in the aggregate, which may be a combination of primary and excess coverage. If coverage is provided under a form which includes a designated general aggregate limit, the aggregate limit must be no less than Ten Million Dollars ($10,000,000) for this Project/Premises, which may be a combination of primary and excess coverage. This policy shall name the CITY, its officers, elected or appointed officials, employees, agents, and volunteers as Additional Insureds, and shall specifically provide that any other insurance coverage available to the City, which may be applicable to the Project/Premises, shall be deemed excess coverage and that Licensee's insurance shall be primary. Licensee shall be responsible for causing all Subcontractors/Sub licensees and/or any other entity using the premises to maintain the same types and limits of insurance coverage as that required of Licensee by this Agreement. Section 5.04 Automobile Liability Insurance The Licensee shall maintain automobile liability insurance covering bodily injury and property damage for all activities of the Licensee arising out of or in connection with the work to be performed and the premises mentioned under this Agreement, including coverage for owned, hired, and non -owned vehicles, in an amount not less than Five Million Dollars ($5,000,000) combined single limit for each occurrence and in the aggregate, which may be a combination of primary and excess coverage. Section 5.05 Property Insurance Before entering the Premises, Licensee shall provide evidence of property insurance this policy shall be on a replacement cost basis and shall not contain a coinsurance penalty provision. The Property insurance policy shall be on an "all risk" form, CP 10 30 or equivalent form. Licensor shall not be responsible for premiums or assessments on the policy. A complete and signed certificate of insurance required by this Section shall be filed with City prior to the execution of this Agreement. Upon the expiration of any such policy, a signed and complete certification of insurance showing that coverage has been renewed, shall be filed with City. Section 5.06 Certificates of Insurance; Additional Insured Endorsements Prior to the execution of this Agreement, Licensee shall furnish to City certificates of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverages as required by this Agreement; said certificates shall provide the name and policy number of each carrier and policy, and shall state that the policy is currently in force and shall promise to provide that such policies will not be canceled without prior 17-6117/169073/MV DO NOT RECORD Site License Agreement _ DO NOT RECORD Page 11 of 28 written notice to City. Licensee shall maintain the foregoing insurance coverages in force until this Agreement is terminated. The requirement for carrying the foregoing insurance shall not derogate from the provisions for indemnification of the City by Licensee under this Agreement. The City or its representative shall at all times have the right to demand the original or a copy of all said policies of insurance. Licensee shall pay, in a prompt and timely manner, the premiums on all insurance hereinabove required. A separate copy of the additional insured endorsement to each of Licensee's insurance policies, naming the City, its officers, elected or appointed officials, employees, agents, and volunteers as Additional Insureds shall be provided to the City Attorney for approval prior to the encroachment into the Public Right of Way pursuant to this License. Section 5.07 Waiver of Subrogation All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against the City, its officers, elected or appointed officials, employees, agents and volunteers, or shall specifically allow Licensee, or others providing insurance evidence in compliance with these specifications, to waive their right of recovery prior to a loss. Licensee hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its sub -licensees. Section 5.08 Reserved Section 5.09 Insurance Hazards Licensee shall not commit or permit the commission of any acts on said Premises nor use or permit the use of said Premises in any manner that will increase the existing rates for or cause the cancellation of any property, liability or other insurance policy insuring the Property, said Premises, or the improvements on said Premises. Licensee shall, at its sole cost and expense, comply with any and all requirements of insurance carriers necessary for the continued maintenance at reasonable rates of property, liability, and other insurance policies on the Property, said Premises, and the improvements on said Premises. ARTICLE 6 — TERMINATION AND DEFAULT Section 6.01 Termination in the Event of Casualty or Condemnation (a) In the event of any damage, destruction or condemnation of the Property, which renders the Property unusable or inoperable in Licensor's and Licensee's judgment, Licensee shall have the right, but not the obligation, to terminate the Agreement with respect to the Property in question by giving written notice to Licensor within thirty (30) days after such damage, destruction or condemnation, if by virtue of such damage, destruction or condemnation, Licensor and Licensee determine that the Property are no 17-6117/169073/MV DO NOT RECORD Site License Agreement _ DO NOT RECORD Page 12 of 28 longer adequate for Licensee to continue its operations, or that any repairs to the Property necessary for Licensee to continue its operations have not been completed or cannot reasonably be completed within sixty (60) days from the date of the damage, destruction or condemnation. (b) In the event of condemnation, unless Licensee is allowed by the condemning authority to continue its operations on the Property, the Agreement shall terminate as of the date title to the Property and/or Property vests in the condemning authority or Licensee is required to cease its operations, whichever is earlier. If any property described herein or hereinafter added hereto is taken in eminent domain, Licensee's entitlement to any award or payments, if any, shall be limited to relocation benefits afforded to Licensee pursuant to State or Federal eminent domain / condemnation laws shall be entitled to any and all awards, payments and relocation benefits afforded to them through local, State or Federal eminent domain / condemnation laws. If the Property is taken by eminent domain, the entire award shall be paid to the Licensor. Section 6.02 Termination (a) Notwithstanding Section 11.04, this Agreement may be terminated on thirty (30) days prior written notice as follows: (1) by either party upon a material breach of any covenant or term, material or otherwise, hereof by the other party, which default is not cured within thirty (30) days of receipt of written notice of the default, provided that the grace period for any monetary default is fifteen (15) days from receipt of notice, or (2) by Licensee if Licensee is unable to occupy and utilize the Property due to any action of the Federal Communications Commission, including without limitation, a take back of channels or change in frequencies. (b) Licensee may terminate this Agreement at any time upon ninety (90) days prior written notice to the Licensor, subject to subsection (c) of Section 6.02. If Licensee terminates this Agreement prior to ten (10) years from execution of this Agreement, then Licensor shall utilize performance bond to remove and re -install street light poles. (c) Licensee shall have the right to terminate this agreement or portion there of by exercise a buyout option ("Buyout") in which Licensee desiring to terminate this Agreement or any portion thereof shall remit to Licensor the sum of twelve (12) months' License Fees. 17-6117l169073/MV DO NOT RECORD Site License Agreement _ DO NOT RECORD Page 13 of 28 Section 6.03 Relocation and Assistance In the event this Agreement is terminated, Licensee shall not be entitled to any relocation rights or benefits and expressly waives such benefits and rights under city, state or federal relocation assistance plans. ARTICLE 7 — ASSIGNMENT, ABANDONMENT, DEFAULT, INSOLVENCY Section 7.01 Permitted Assignment Licensee may assign this Agreement (or any of its rights and/or obligations, including individual Smart Poles) to: (a) its ultimate parent corporation, wholly -owned subsidiary of its ultimate parent corporation without consent; or (b) a third -party telecommunications provider or to any present or future Affiliate of Philips to which Philips transfers all, or substantially all, of its lighting business, or any other entity upon Licensor's written consent, which shall not be unreasonably conditioned or withheld. As a condition precedent to any assignment, assignee must accept and agree to the terms and conditions of this License. Assignment shall not relieve Licensee from any covenants and conditions set forth herein. Default or breach of the terms of this Agreement or any Wireless Permit shall be reasonable cause for Licensor to deny, condition or withhold consent to assign this License. Notwithstanding the foregoing, Licensor hereby expressly consents and agrees to an assignment of this Agreement by Licensee to an Affiliate of American Tower Corporation ("Proposed Assignee"), which consent shall be memorialized by execution of an assignment and assumption agreement between the parties. For purposes of this section, "Affiliate" means with respect to any legal entity, any other legal entity directly or indirectly "controlling", "controlled" by or under common "control" with the first legal entity on or after the date of this Agreement. For the purposes of this definition, "control" means the possession, directly or indirectly, of the power to (i) vote more than fifty percent (50%) of the voting securities of such legal entity or (ii) direct or cause the direction of the management and policies of such legal entity, whether through the ownership of voting securities, by contract or otherwise, and the terms "controlling" and "controlled" have meanings correlative to the foregoing. Section 7.02 Abandonment by Licensee Should Licensee breach this Agreement and abandon the Property prior to the expiration of the Term, Licensor may: (a) Continue this Agreement in effect by not terminating Licensee's right to the Property, in which event Licensor shall be entitled to enforce all its rights and remedies under this Agreement, including the right to recover the rent/consideration specified in this Agreement as it becomes due under this Agreement; or 17-6117/169073/MV DO NOT RECORD Site License Agreement _ DO NOT RECORD Page 14 of 28 (b) Terminate this Agreement and recover from Licensee: 1. The worth at the time of award of the unpaid rent which has been earned at the time of termination of the Agreement, or the sum of one (1) year's rent, whichever is greater, and 2. The worth at the time of award of the amount by which the unpaid rent which would have been earned after termination of the Agreement until the time of award exceeds the amount of rental loss that Licensee proves could have been reasonably avoided; and 3. The worth at the time of award of the amount by which the unpaid rent for the balance of the term of this Agreement after the time of award exceeds the amount of rental loss that Licensee proves could be reasonably avoided; and 4. Any other reasonable amount necessary to compensate Licensor for all detriment proximately caused by Licensee's failure to perform its obligations under this Agreement. 5. Licensor at its sole discretion may utilize the surety bond to cover expenses for the removal of the Smart Poles and re -installation of street lights, including all work needed to restore the Property to its original condition. Section 7.03 Default by Licensee Should Licensee commit a breach of its obligations contained in this Agreement, and fail to cure such material breach upon at least forty-five (45) days' notice and opportunity to cure, Licensor may, in addition to any remedy specified herein, re-enter and regain possession of the Property and require Licensee to remove all of Licensee's Smart Poles and reinstall new street light poles which comply with governmental regulations and requirements at the Property upon demand by the Licensor. The Licensor shall utilize the surety performance bond to cover costs of removal of all costs to remove Licensee's Smart Poles, reinstall new street light poles, and restore the Property to its original condition. Section 7.04 Insolvency of Licensee The insolvency of Licensee as evidenced by a receiver being appointed to take possession of all or substantially all of the property of Licensee, or the making of a general assignment for the benefit of creditors by Licensee, or the filing of a petition in bankruptcy by Licensee shall terminate this Agreement and entitle Licensor to re-enter and regain possession of the Property. 17-6117/169073/MV DO NOT RECORD Site License Agreement DO NOT RECORD Page 15 of 28 Section 7.05 Cumulative Remedies The remedies given to Licensor in this Agreement shall not be exclusive, but shall be cumulative and in addition to all remedies now and hereafter allowed by law or elsewhere provided in this Agreement. Section 7.06 Waiver of Breach The waiver by either party of any of the provisions of this Agreement shall not constitute a continuing waiver or a waiver of any subsequent enforcement of the same or another provision of this Agreement. ARTICLE 8 — QUIET ENJOYMENT Licensor warrants that: (1) Licensor has the requisite rights of access in order to enter into this Agreement and issue any Wireless Permit thereto; (2) Licensor has full rights to make this Agreement; and (3) Licensor covenants and agrees with Licensee that upon Licensee paying the Ongoing License Fee and observing and performing all the terms, covenants and conditions on Licensee's part to be observed and performed, Licensee may peacefully and quietly enjoy the Property; subject, nevertheless, to the terms and conditions of this Agreement and Wireless Permit. ARTICLE 9 — BONDS 9.01 Security for Performance The purpose of the performance security is to insure faithful performance of Licensee's covenants for maintenance, repair or replacement of the Smart Poles, timely payment of all revenues due the Licensor (including without limitation, permit fees, business license fees), and reinstallation of standard street light poles that conform with any and all governmental regulations having jurisdiction at the time of re -installation, due to insolvency, abandonment or default, by the Licensee. Licensee shall obtain a performance bond acceptable to the City, to guarantee the sum of two million dollars ($2,000,000.00), calculated at the price of ten thousand dollars ($10,000.00) per standard street light pole. The bond shall be in a form acceptable to the Licensor Attorney and shall be submitted concurrently with the effective date of this License. 17-6117/169073/MV DO NOT RECORD Site License Agreement, DO NOT RECORD Page 16 of 28 ARTICLE 10 — HAZARDOUS MATERIALS Section 10.01 Hazardous Materials Licensee represents and warrants that its use of the Property herein will not generate any hazardous substance, and it will not store or dispose on the Property nor transport to or over the Property any hazardous substance in violation of any applicable law. Licensee further agrees to clean-up and remediate any hazardous substance on the Property brought onto the Property by Licensee, and hold Licensor harmless from and indemnify Licensor against any release of any such hazardous substance and any damage, loss, or expense or liability resulting from such release including all attorneys' fees, costs and penalties incurred as a result thereof. "Hazardous substance" shall be interpreted broadly to mean any substance or material defined or designated as hazardous or toxic waste, hazardous or toxic material, hazardous or toxic or radioactive substance, or other similar term by any federal, state or local environmental law, regulation or rule presently in effect or promulgated in the future, as such laws, regulations or rules may be amended from time to time; and it shall be interpreted to include, but not be limited to, any substance which after release into the environment will or may reasonably be anticipated to cause sickness, death or disease. ARTICLE 11—MISCELLANEOUS Section 11.01 Force Majeure — Unavoidable Delays Should the performance of any act required by this Agreement to be performed by either Licensor or Licensee be prevented or delayed by reason of an act of God, strike, lockout, labor troubles, inability to secure materials, restrictive governmental laws or regulations, or any other cause except financial inability not the fault of the party required to perform the act, the time for performance of the act will be extended for a period equivalent to the period of delay, and performance of the act during the period of delay will be excused. Provided, however, that nothing contained in this section shall excuse the prompt payment of rent by Licensee as required by this Agreement or the performance of any act rendered difficult solely because of the financial condition of the party, Licensor or Licensee, required to perform the act. Section 11.02 Notice Any written notice or required submittals, given under the terms of this Agreement, shall be delivered personally, or mailed, certified mail, postage prepaid, addressed to the party concerned as follows: 17-6117l169073/MV DO NOT RECORD Site License Agreement _ DO NOT RECORD Page 17 of 28 TO LICENSEE: Philips Lighting North America Corporation 200 Franklin Square Drive Somerset, NJ 08873 Email: William.McShane@philips.com Attn: Bill McShane With a copy to: Philips Lighting North America Corporation 200 Franklin Square Drive Somerset, NJ 08873 ATTN: General Counsel TO LICENSOR: CITY OF HUNTINGTON BEACH Attention: Office of Business Development 2000 Main Street Huntington Beach, CA 92648 Phone: (714) 536-5445 Licensor or Licensee may from time to time designate any other address for this purpose by written notice to the other party. Section 11.03 Contract Administrator The Deputy Director of Business Development, or his/her designee, shall be City's Contract Administrator for this Agreement and all approval and notices required to be given herein shall be so directed and addressed. Section 11.04 Compliance with Laws Licensee shall , at Licensee's sole cost and expense, comply with all statutes, ordinances, regulations, and requirements of all governmental entities, including federal and state and county and municipal, relating to Licensee's use and occupancy of the Property and Licensee's Smart Poles and ancillary equipment, whether such statutes, ordinances, regulations and requirements be now in force or hereinafter enacted. The judgment of any court of competent jurisdiction, or the admission by Licensee in a proceeding brought against Licensee by any government entity, that Licensee has violated any such statute, ordinance, regulation or requirement shall be conclusive as between Licensor and Licensee and shall be deemed a breach of contract and grounds for termination of this Agreement by Licensor if such violation is not remedied within the time specified by 17-6117/169073/MV DO NOT RECORD Site License Agreement _ DO NOT RECORD Page 18 of 28 such judgment or order. If Licensee fails to remedy said violations within the time specified by such judgment or order then Licensor may terminate the Agreement and Licensee shall remove Smart Poles and ancillary equipment and restore the Property to its original condition, including the installation of new City Poles. Licensee shall, at Licensee's sole cost and expense, obtain all permits and other governmental approvals required in connection with Licensee's activities hereunder. Section 11.05 Binding on Heirs and Successors This Agreement shall be binding on and shall inure to the benefit of the heirs, executors, administrators, successors and assigns of the parties hereto. The provisions of this Section shall not be deemed to be a waiver of any of the conditions against assignment set forth herein. Section 11.06 Interpretation of this Agreement The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. If any provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be unenforceable, void, illegal or invalid, such holding shall not invalidate or affect the remaining covenants and provisions of this Agreement. No covenant or provision shall be deemed dependent upon any other unless so expressly provided here. As used in this Agreement, the masculine or neuter gender and singular or plural number shall be deemed to include the other whenever the context so indicates or requires. Nothing contained herein shall be construed so as to require the commission of any act contrary to law, and whenever there is any conflict between any provision contained herein and any present or future statute, law, ordinance or regulation contrary to which the parties have no right to contract, then the latter shall prevail, and the provision of this Agreement which is hereby affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law. Section 11.07 Waste or Nuisance Licensee shall not commit or permit the commission by others of any waste on the Property. Licensee shall not maintain, commit, or permit the maintenance or commission of any nuisance as defined in Section 3479 and/or Section 3480 of the California Civil Code on the Property; and Licensee shall not use or permit the use of the Property for any unlawful purpose. Section 11.08 Repairs Licensee shall not be required to make any repairs to the Property, except for damages to the Property caused by Licensee, its employees, agents, contractors, and subcontractors. 17-6117/169073/MV DO NOT RECORD Site License Agreement _ DO NOT RECORD Page 19 of 28 Section 11.09 Time of Essence Time is expressly declared to be the essence of this Agreement. Section 11.10 Governing Law This Agreement shall be governed under the laws of the State of California, and any and all actions initiated under this Agreement shall be brought solely and exclusively in a court of competent jurisdiction in the County of Orange, State of California, and no other court. Section 11.11 Survival Terms and conditions of this Agreement which by their sense and context survive the termination or expiration of this Agreement, shall so survive. Section 11.12 Public Necessity Licensor may, upon three (3) months notice in writing to Licensee, suspend or revoke this Agreement without liability to Licensee when public necessity so requires, or suspend operation immediately hereunder, without any advance notice and without any liability to Licensee, in the event of public emergency, as may be determined by the Licensor Administrator. Such suspension will terminate when the public necessity or emergency no longer exists. Section 11.13 Conflict of Interest Licensee warrants and covenants that no official or employee of Licensor nor any business entity in which an official or employee of Licensor is interested (1) has been employed or retained to solicit or aid in the procuring of this Agreement; or (2) will be employed in the performance of this Agreement without the immediate divulgence of such fact to Licensor. In the event Licensor determines that the employment of any such official, employee or business entity is not compatible with such official's or employee's duties as an official or employee of the Licensor, Licensee, upon request of Licensor, shall terminate such employment immediately. For breaches or violations of this Section, Licensor shall have the right both to annul this Agreement without liability, and, in its sole discretion, recover the full amount of any such compensation paid to such official, employee or business entity. Section 11.14 Attorney's Fees In the event suit is brought by either party to enforce the terms and provisions of this Agreement or to secure the performance hereof, each party shall bear its own attorney's fees. 17-6117/169073/MV DO NOT RECORD Site License Agreement _ DO NOT RECORD Page 20 of 28 Section 11.15 Captions Captions used in this Agreement are for ease of reference only and shall not affect the construction or interpretation of this Agreement. Section 11.16 Duplicate Original The original of this Agreement and one or more copies hereto have been prepared and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original. Each of the parties hereto shall retain an originally signed copy hereof. Each duplicate original shall be deemed an original instrument as against any party who has signed it. Section 11.17 Sole and Only Agreement This Agreement constitutes the entire agreement and understanding between Licensor and Licensee respecting the Property, the licensing of the Property to Licensee, or the license Term herein specified, and correctly sets forth the obligations of Licensor and Licensee to each other as of its date. Any agreements or representations respecting the Property or their licensing between the parties not expressly set forth in this instrument are null and void. This Agreement or any part of it may not be changed, altered, modified, limited or extended orally or by any Agreement between the parties, unless such Agreement is expressed in writing, signed and acknowledged by Licensor and Licensee, or their successors in interest. Section 11.18 Confidentiality Each party acknowledges that it may come in contact with confidential and proprietary information of the other party ("Proprietary Information") through its performance of this Agreement. For the purpose of this Agreement, Proprietary Information includes, but is not limited to, the existence of this Agreement, hardware and software design data, engineering data, scientific data, specifications, instructions for use and training materials, methods, operations, technical information, designs, processes, procedures, passwords, discoveries, patents, patent applications, trade secrets, concepts, ideas, and other intellectual property of a party or its affiliates. Each party will hold in confidence all such Proprietary Information and will use such information solely for the purpose of this Agreement. This obligation will endure permanently. Proprietary Information does not include information which (i) is or hereafter becomes a part of the public domain without breach of this Agreement; (ii) was already known to the receiving party prior to disclosure by the disclosing party; (ii) is disclosed to the receiving party by a third party without an obligation of confidentiality; (iv) must be disclosed by the receiving party to comply with any requirement of law or any administrative or judicial action or subpoena, provided that the receiving party will notify the disclosing party prior to disclosure so that the disclosing party may, at its expense, take appropriate steps to protect its proprietary rights; or (v) where disclosure is reasonably required in connection with any lawsuit 17-6117/169073/MV DO NOT RECORD Site License Agreement DO NOT RECORD Page 21 of 28 between Licensee and the CITY. Nothing herein shall prevent Licensee from disclosing this Agreement, the location or other details concerning Smart Poles to Licensee's current or potential Customers, as well as current or potential purchasers, investors, lenders, assignees, sublicensees, or licensees. Section 11.19 Material Provisions All terms and conditions referenced herein are material provisions and breach of any one of these terms and conditions shall trigger the termination process. Individual references to material provisions are for emphasis only and shall not be taken to effect the materiality of any other provision. (SIGNATURES ON THE FOLLOWING PAGE) 17-6117/169073/MV DO NOT RECORD Site License Agreement _ DO NOT RECORD Page 22 of 28 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers the day, month and year first written above. LICENSOR: CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California Mayor Print name ATTEST: Date: [l 117 ��_ ITS: (circle one) Chai residen ice City Clerk President APPROVED AS TO FORM: Print name Date: City Attorney t,j�f INITIATED AND APPROVED: Deputy Director of Business Development ITS: (circle one) Chairman/President/Vice President REVIEWED AND APPROVED: City Manager List of Exhibits: COUNTERPART Exhibit "A": Property (List of City Poles) Exhibit `B": Map of Pole Locations Exhibit "C": Smart Poles & Licensee/Licensor Maintenance Responsibilities Exhibit "D": Licensee's & Sublicensee Facilities Exhibit "E": Deployment Fee Payment Schedule Exhibit "F": Deployment Zones 17-6117/169073lNIV DO NOT RECORD Site License Agreement, DO NOT RECORD Page 22 of 28 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers the day, month and year first written above. LICENSEE: By: Print name Date: ITS: (circle one) Chairman/President/Vice President Print name Date: ITS: (circle one) Chairman/President/Vice President LICENSOR: CITY OF HUNTINGTON BEACH, a municipQ gorpgration Af *e State of California Mayor ATTEST: A44ou �&�aaoJtezd— City Clerk APPROVED AS`TQ,F TED AN A PPROVED:ROVED: Deputy irector of , siness Development APPROVED: COUNTERPART List of Exhibits: Exhibit "A": Property (List of City Poles) Exhibit "B": Map of Pole Locations Exhibit "C": Smart Poles & Licensee/Licensor Maintenance Responsibilities Exhibit "D": Licensee's & Sublicensee Facilities Exhibit "E": Deployment Fee Payment Schedule Exhibit "F": Deployment Zones 17-6117/169073/MV DO NOT RECORD flr3�T fq- Location Latitude Longitude xcoord ycoord Comment Voltage CircuitNm CirctOesc Photocell SvcLpcatin 1 33.660882 -117.998773 6029558.775 2188560.401 240 Main Grange to 6th Service N/S Orange - Btwn Main &amp; 5th 2 33.660689 -117,998943 6029505.952 2188490.822 240 Main Grange to 6th Service N/5 Orange - Btwn Main &amp; 5th 3 33.660309 -117.998971 6029495.16 2188352.801 240 Main Grange to 6th Service N/5 Orange - Btwn Main &amp; 5th 4 33.660421 -117.998774 602955S.651 2188392.56 240 Main Orange to 6th Service N/S Orange - 8twn Main &amp; 5th 5 33.65997 -117.998976 6029491.397 2288229.609 240 Main Orange to 6th Service N/S Orange - 8twn Main &amp; 5th 6 33.659914 -117,999255 6029406,199 2188220.528 240 Main Change to 6th Service N/5 Orange - Btwn Main &amp; 5th 7 31659814 -117,999135 60294-42,142 2188173.697 240 Main Grange to 6th Service N/5 Orange - Btwn Main &amp; 5th 8 33.659736 -117.999463 6029341.856 2188147.073 240 Main PCH to Orange Service S/5 Olive - Btwn Main &amp; 3rd 9 33-659643 -117.999321 6029384.455 2188112.461 240 Main PCH to Orange Service S/S Olive - Btwn Main &amp; 3rd 10 33.65894 -118.000047 6029159.478 2187960.416 240 Main PCH to Orange Service S/S Olive - Btwn Main &amp; 3rd 11 33.65904 -118,000145 6029130,191 2187897.246 240 Main PCH to Orange Service 5/5 Olive - Btwn Main &amp; 3rd 12 33.659089 -117.999872 6029213.615 2187913.665 240 Main PCH to Grange Service 5/5 Olive - Btwn Main &amp; 3rd 13 33.659276 -117.999679 6029273.52 2187980.669 240 Main PCH to [range Service S/5 Olive - Btwn Main &amp; 3rd 14 33.659437 -117.999516 6029324.106 2188038.356 240 Main PCH to Orange Service S/5 Olive - Btwn Main &amp; 3rd = 15 33.659563 -117,999622 6029292.49 2188084.894 240 Main PCH to Orange Service S/5 Olive - Btwn Main &amp; 3rd CG 16 33,659434 -117,999734 6029257.545 2188038,301 240 Main PCH to Orange Service 5/5 Olive - Btwn Main &amp; 3rd 17 33,659279 -117.999915 6029201,522 2187982.833 240 Main PCH to Orange Service S/5 Olive - Btwn Main &amp; 3rd U, 18 33.659447 -118,000555 6029001.693 2187683.558 240 Main PCH to Orange Service S/S Olive - Btwn Main &amp; 3rd 1.9 33.658881 -118.000341 6029069,525 2187840.214 240 Main PCH to Orange Service S/5 Olive - Btwn Main &amp; 3rd 20 33.658785 -118.000208 6029109.583 2187804.534 240 Main PCH to Grange Service 5/5 Olive - Btwn Main &amp; 3rd 21 33.65863 -118.000344 6029067,065 2187749.155 240 Main PCH to Orange Service S/S Olive - Btwn Main &amp; 3rd 22 33,658698 -118,000534 6029009.651 2187774.754 240 Main PCH to Orange Service S/5 Olive - Btwn Main &amp; 3rd 23 33.658545 -118.000693 6028960.536 2187719.85 240 Main PCH to Orange Service S/S Olive - Btwn Main &amp; 3rd 24 33,658101 -118.000917 6028889,701 2187559.358 240 Main PCH to Orange Service S/5 Olive - Btwn Main &amp; 3rd 25 33.658195 -11&001045 6028851.302 2187594,465 240 Main PCH to Orange Service 5/5 Olive - Btwn Main &amp; 3rd 26 33.658262 -11&000726 6028948.746 2187617.072 240 Main PCH to Orange Service S/S Olive - Btwn Main &amp; 3rd 27 31658393 -118.000858 6028909.449 2187665.41 240 Main PCH to Orange Service S/5 Olive - Btwn Main &amp; 3rd 28 33.657923 -118.0011 6028832.728 2187495.535 240 Main PCH to Orange Service 5/5 Olive • Stwn Main &amp; 3rd 29 33.658015 -118.001228 6028794,408 2187529,596 240 Main PCH to Grange Service 5/5 Olive - Btwn Main &amp; 3rd _ f� 30 31657386 -118,001885 6028590.585 2287304.088 240 Main PCH to Change Service S/5 Olive - Btwn Main &amp; 3rd 31 33,657287 -118&001751 6028630.746 2187267.651 240 Main PCH to Orange Service S/S Olive - Btwn Main &amp; 3rd 32 33.65772 -118.001532 6028700.009 2187424.1 240 Main PCH to Orange Service S/5 Olive - Btwn Main &amp; 3rd N 33 33.657582 -118,00144 6028727,26 2187373,191 240 Main PCH to Grange Service 5/5 Olive - Btwn Main &amp; 3rd i W fu 34 33.657434 -118.001596 6028678,843 2187320.387 240 Main PCH to Orange Service 5/5 Olive - Btwn Main &amp; 3rd �y 35 33.657537 -118.001729 6028639,18 2187358,463 240 Main PCH to Orange Service S/5 Olive - Btwn Main &amp; 3rd 36 33.661152 -117.998776 6029559,516 218865&723 240 Main Orange to 6th Service N/S Orange - Btwn Main &amp; Sth r 37 33,680971 -118,031234 6019807.547 2196036.663 Street Light 240 Seapoint PCH to Palm Service W/S Seapoint, Btwn PCH/Palm �} 38 33.680654 -118.031662 6019675.557 2195923.603 Street Light 240 Seapoint PCH to Palm Service W/S Seapoint, Btwn PCH/Palm 39 33.680584 -118.031333 6019775.047 2195896.445 Street Light 240 Seapoint PCH to Palm Service W/S Seapoint, Btwn PCH/Palm 40 33.680314 -118.031663 6019672.901 2195799.871 Street Light 240 Seapoint PCH to Palm Service W/S Seapoint, Btwn PCH/Palm 41 33.681226 -118.030727 6019963.551 2196126.737 Street Light 240 Seapoint PCH to Palm Service W/S Seapoint, Btwn PCH/Palm 42 33.6867 -118,.01928 6023479.205 2198059.219 Street Light 240 Seapoint Doral to Garfield Service Garfield/Seapoint 43 33,684782 -118.021791 6022703.563 2197374.24 Street Light 240 Seapoint Doral to Garfield Service Garfield/Seapoint 44 33.689881 -117.998587 6029792.363 2199110.402 240 Promenade Gothard to Main Service 5/5 Promenade - W/Seagate 45 33.659364 -118.000969 6028881.337 2188019.107 240 5th Walnut to Orange Service E/S 5th, S Orange 46 33.659595 -118.001012 6028869.853 2188103.438 240 Sth Walnut to Orange Service E/S 5th, S Orange 47 33.660293 -11&000305 6029089.047 2188350.196 240 Sth Walnut to Orange Service E/S 5th, S Orange 48 33.658741 -118.001887 6028598.361 2187797.37 240 5th Walnut to Orange Service E/S 5th, S Orange Z 49 33.658631 -118.001719 6028648.812 2187756.353 240 Sth Walnut to Orange Service E/S 5th, S Orange Cd 50 33.689584 -117.997873 6030007.829 2198998,414 240 Promenade Gothard to Main Service 5/5 Promenade - W/Seagate 51 33.661045 -118.000594 6029005,892 2188629 240 6th Orange to Main Service Pecan - behind Library iv 52 33,661408 -118,000195 6029132,61 2188758.931 240 6th Orange to Main Service Pecan - behind Library 53 33.66156 -117.999535 6029331.075 2188811.046 240 6th Orange to Main Service Pecan - behind Library 54 33.661678 -117.999924 6029213.638 2188855.665 240 6th Orange to Main Service Pecan - behind Library 55 33.661288 -118.000609 6029002.66 2188717.394 240 6th Orange to Main Service Pecan - behind Library 56 33.658683 -117.999153 6029429.792 2187762.213 240 3rd Walnut to Orange Service S/S Olive btwn Main &amp; 3rd 57 33.659147 -117.99868 6029576.608 2187928.739 240 3rd Walnut to Orange Service S/S Olive btwn Main &amp; 3rd 58 33.689319 -117.998S54 6029799 2198905.713 240 Seagate South of Promenade Service 5/5 Promenade, W of Seagate 59 33.688833 -117.99908 6029635,997 2198731,576 240 Seagate South of Promenade Service S/S Promenade, W of Seagate 60 33.662968 -117.993938 6031072,923 2189294.151 240 California Detroit to Geneva Service N/S Geneva - E/California 61 33.661147 -117,993913 6031069,639 2188631.332 240 California Detroit to Geneva Service N/5 Geneva - E/California 62 33.660443 -117.993902 6031068,628 2189375.198 240 California Detroit to Geneva Service N/S Geneva - E/California 63 33.660494 -117.994888 6030738,471 2188399.342 240 Huntington Detroit to Lincoln Service N/S Hartford - E/Huntington 64 33,662027 -117,995056 6030696.838 218895&105 240 Huntington Detroit to Lincoln Service N/S Hartford - E/Huntington 65 33.663162 -117.995072 6030698.757 2189370.872 240 Huntington Detroit to Lincoln Service N/S Hartford - E/Huntington 66 33,66477 -117.994949 6030745,945 2189955.442 240 Huntington Detroit to Lincoln Service N/S Hartford - E/Huntington 67 33,667493 -117.995131 6030707.309 2190947.006 240 Huntington Detroit to Lincoln Service N/S Hartford - E/Huntington 68 33,657087 -118.002203 6028492 2187196.914 480 Pier Pier Pier Electric Room Pier Electric Roam 69 33.656979 -11&002055 6028536.614 2187157.209 480 Pier Pier Pier Electric Room Pier Electric Roam 70 33.656907 -118,002128 6028513.861 2187131.333 480 Pier Pier Pier Electric Room Pier Electric Roam 71 33,657016 -118.002277 6028469.248 2187171,485 480 Pier Pier Pier Electric Room Pier Electric Room 72 33,656946 -118.002348 6028447.078 218714&689 480 Pier Pier Pier Electric Room Pier Electric Room 73 33.656834 -118.002202 6028490.886 2187105.012 480 Pier Pier Pier Electric Room Pier Electric Roam 74 33.661982 -117.998806 6029555.618 2188960.784 240 Main 6th to Acacia Service Pecan - behind Main St. Library 75 33.662388 -117.998979 6029505.235 2189109.414 240 Main 6th to Acacia Service Pecan - behind Main St. Library 76 33.662077 -117.999983 6029502.378 2188996.129 240 Main 6th to Acacia Service Pecan - behind Main St. Library 77 33.671203 -118.001546 6028778.24 2192329.797 120 Main 14th to 17th Service S/S Utica - W/Main 78 33.67196 -118.001556 6028779.854 2192605.08 120 Main 14th to 17th Service S/S Utica - W/Main 79 33.672982 -118.001567 6028782.758 2192977.18 120 Main 14th to 17th Service S/S Utica - W/Main 80 33.673782 -118.001582 6028783.081 2193268.276 120 Main 14th to 17th Service S/S Utica - W/Main 81 33.675099 -118.001611 6028782.436 2193747.52 120 Main 14th to 17th Service S/S Utica - W/Main 82 33.674744 -118.001602 6028782.758 2193618.431 120 Main 14th to 17th Service S/S Utica - W/Main z 83 33.663864 -117.998831 6029559.319 2189645,528 240 Main Acacia to Palm, East Side Service Pecan - behind Library W 84 33.663246 -117.998822 6029558.35 2189420.618 240 Main Acacia to Palm, East Side Service Pecan - behind Library Y 85 33,675815 -118.001589 6028793.404 2194008,047 240 Main 17th to Yorktown Service S/S Yorktown - W/Main 86 33.675383 -118.001617 6029782.193 2193850.713 240 Main 17th to Yorktown Service S/S Yorktown - W/Main 87 33.676187 -118.00159 6028795.273 2194143.331 240 Main 17th to Yorktown Service S/S Yorktown - W/Main 88 33.676925 -118.001617 6028791.536 21.94412.032 240 Main 17th to Yorktown Service S/S Yorktown - W/Main 89 33.6773 -118.001625 6028791.53E 2194548.438 240 Main 17th to Yorktown Service S/S Yorktown - W/Main 90 33.678048 -118.001634 6C28793.404 2194820.502 240 Main 17th to Yorktown Service 5/5 Yorktown - W/Main 91 33.678392 -118.001652 6028790.041 2194945.696 240 Main 17th to Yorktown Service S/S Yorktown - W/Main 92 33.678752 -118.001665 6028788.173 2195076.87 240 Main 17th to Yorktown Service S/S Yorktown - W/Main 93 33,681019 -118.001562 6028833.262 2195900.973 120 Main Yorktown to Clay Service S/S Clay - W/Main 94 33.682204 -118.001134 6028970.908 2196330.173 120 Main Yorktown to Clay Service S/5 Clay - W/Main 95 33,684466 -118.000112 6029295.488 2197148.023 120 Main Clay to Holly Service 5/5 Clay - W/Main 96 33.683661 -118.000525 6029165.001 2196857.009 120 Main Clay to Holly Service S/5 Clay - W/Main _ 97 33.656984 -117.999731 6029243.545 2187147,088 Street Light 240 Walnut 2nd to Main Service S/S Olive - Btwn Main &amp; 3rd N 98 333.657292 -117.999898 6029194.587 2187259.796 Street Light 240 Walnut 2nd to Main Service S/5 Olive - Btwn Main &amp; 3rd 99 33,657358 -118,000268 6029082.607 2187285.63 Street Light 240 Walnut 2nd to Main Service S/S Olive - Btwn Main &amp; 3rd 100 33.657645 -118,000336 6029063,544 2187390.734 Street Light 240 Walnut 2nd to Main Service S/S 01ive - Btwn Main &amp; 3rd N 101 31657624 -118.000618 6028977.712 2187384.38 Street Light 240 Walnut 2nd to Main Service 5/5 Olive - Btwn Main &amp; 3rd W W CR 102 33.684679 -118.004046 6028100.191 2197245,482 240 Stewart St, Clay to Garfield Service 5/5 Clay - E/Stewart 103 33.68303 -118.004026 6028096,371 2196645.383 240 Stewart 5t, Clay to Garfield Service S/S Clay - E/Stewart ' 104 33.682911 -118.001604 6028832.256 2196589.646 240 Clay Main to Stewart Service S/S Clay - E/Stewart i 105 33.689572 -117.994308 6031092.012 2198975.891 120 Main Garfield to Delaware Service W/S Huntington - N/Main 106 33,689916 -1.17.993907 6031215.896 2199099.334 120 Main Garfield to Delaware Service W/S Huntington - N/Main 107 33.692832 -117.990501 6032269.717 2200142.821 120 Main Florida to Beach Service E/5 Florida - S/Main 108 33.693179 -117.99012 6032387.736 2200266.997 120 Main Florida to Beach Service E/S Florida - S/Main 109 33.690929 -117.992697 6031590.283 2199461.647 120 Main Delaware to Florida Service E/S Florida - S/ Main 110 33.679592 -118.005991 6027477.453 2195404.775 240 Goldenwest Yorktown to Garfield Service W/S Goldenwest - S/Summit 111 33.680664 -1.1.8.005911 6027508.292 2195794.181 240 Goldenwest Yorktown to Garfield Service W/S Goldenwest - S/Summit 112 33.681603 -1.1.8.005924 6027510.126 2196135.911 240 Goldenwest Yorktown to Garfield Service W/5 Goldenwest - 5/5ummit 113 33.682488 -1.18.005935 6027512.293 2196457.971 240 Goldenwest Yorktown to Garfield Service W/5 Goldenwest - 5/5ummit 114 33.683753 -1.1.8.005954 6027514.294 2196918.39 240 Goldenwest Yorktown to Garfield Service W/S Goldenwest - S/Summit 115 33.68462 -118,005967 6027515.46 2197233.949 240 Goldenwest Yorktown to Garfield Service W/S Goldenwest - S/Surnmit 116 33.685901 -118.005984 6027518.294 2197699.869 240 Goldenwest Yorktown to Garfield Service W/S Goldenwest - S/Summit 117 33,693695 -118,003298 6028382.921 2200521.865 240 Ellis Goldenwest to Gothard Service 5/5 Ellis - E/Goldenwest 118 33,693686 -118.002408 6028653.525 2200514.27 240 Ellis Goldenwest to Gothard Service S/S Ellis - E/Goldenwest ' 119 33.685577 -118.001901 6028758,148 2197561.323 240 Gothard Main to Garfield Service S/'W corner Main/Gothard J 120 33.684007 -118.001882 6028754.388 2196989.796 240 Gothard Main to Garfield Service S/W corner Main/Gothard 121 33,660775 -118.000529 6029024.008 2188530.184 Street Light 120 Orange Main to 6th, north Service N/S Orange - W/Main 122 33.660517 -118.000171 6029131.243 2188434.654 Street Light 120 Orange Main to 6th, north Service N/5 Qrange - W/Main 123 33,660203 -117.999735 6029261,999 2188318.055 Street Light 120 Orange Main to 6th, north Service N/S Orange - W/Main 124 33,679302 -118.000994 6428995.763 2195273.381 120 Yorktown Main to Huntington Service S/S Yorktown - E/Lake 125 33.679306 -118.00041 6029173.226 21.95272.1.84 120 Yorktown Main to Huntington Service S/5 Yorktown - E/Lake 126 33.67926 -117.999767 6029368.634 2195252.045 120 Yorktown Main to Huntington Service 5/5 Yorktown - E/Lake 127 33.679718 -117.998617 6029715.184 2195048.86 120 Yorktown Main to Huntington Service S/S Yorktown - E/Lake 128 33.678614 -117,996125 6030472.691 2194998.413 120 Yorktown Main to Huntington Service S/S Yorktown - E/Lake 129 33.648653 -117.988646 6032565.868 2184059.278 208 PCH Beach to Huntington Service 21457, 21335 PCH 130 33.649022 -117.988644 6032568.734 2184193.798 208 PCH Beach to Huntington Service 21457, 21335 PCH 131 33.648791 -117.998853 6032503,585 2184110.552 208 PCH Beach to Huntington Service 21457, 21335 PCH 132 33.648976 -117.989119 6032423.658 2184179,471 208 PCH Beach to Huntington Service 21457, 21335 PCH 133 33.649295 -117.989057 6032444.62 21842.95.292 208 PCH Beach to Huntington Service 21457, 21335 PCH 134 33.649164 -117.98939 6032342.372 2184249,145 208 PCH Beach to Huntington Service 21457, 21335 PCH 135 33.649467 -117.98933 6032362.731 2184359.083 208 PCH Beach to Huntington Service 21457, 21335 PCH 136 33.649344 -117,989661 6032261.238 2184315.952 2.08 PCH Beach to Huntington Service 21457, 21335 PCH 137 33.64964 -117.989605 6032279.93.8 2184423327 208 PCH Beach to Huntington Service 21457, 21335 PCH 138 33.649523 -117.989933 6032179.35 2184382.609 208 PCH Beach to Huntington Service 21457, 21335 PCH 139 33,649818 -117.989889 6032194.732 2184489.531 208 PCH Beach to Huntington Service 21457, 21335 PCH 140 33.649697 -1.17.990201 6032098,97 2184447.004 208 PCH Beach to Huntington Service 21457, 21335 PCH 141 33.649976 -1.17.990167 6032.111.034 2184548,647 208 PCH Beach to Huntington Service 21457, 21335 PCH 142 33.649971 -117.990479 6032015.272 2184512,002 208 PCH Beach to Huntington Service 21457, 21335 PCH 143 33.650152 -117.990444 6032027.789 2184613.796 208 PCH Beach to Huntington Service 21457, 21335 PCH 144 33.650044 -117.990755 6031932.328 2184576.396 208 PCH Beach to Huntington Service 21457, 21335 PCH 145 33.650218 -117.991031 6031849.685 2184640.941 208 PCH Beach to Huntington Service 21457, 21335 PCH 146 33.650481 -117.990969 6031870.044 2184736.252 208 PCH Beach to Huntington Service 21457,21335 PCH 147 33.650392 -117.991306 6031767.043 2184705.789 208 PCH Beach to Huntington Service 21457, 21335 PCH 148 33.650671 -1.17.991271 6031779.258 2184807.131 208 PCH Beach to Huntington Service 21457, 21335 PCH 149 33,650566 -117.991579 6031684.853 2184770.334 208 PCH Beach to Huntington Service 21457, 21335 PCH 150 33.650918 -117992141 6031516.1 2184901.235 208 PCH Beach to Huntington Service 21457, 21335 PCH 151 33,651216 -117.992136 6031519.417 2185009.816 209 PCH Beach to Huntington Service 21457, 21335 PCH Cci 152 33.651124 -117.992467 6031418.074 2184977,845 208 PCH Beach to Huntington Service 21457, 21335 PCH 153 33.651444 -117.99243 6031431,195 2185094,268 208 PCH Beach to Huntington Service 21457,21335 PCH " u 154 33.651321 -117.992782 6031323.519 2185051.288 208 PCH Beach to Huntington Service 21457, 21335 PCH 155 33,65161 -117.992692 6031352.625 2185155.798 208 PCH Beach to Huntington Service 21457, 21335 PCH 156 33.651718 -117.993414 6031133.652 2185198.929 208 PCH Beach to Huntington Service 21457, 21335 PCH 157 33.652011 -117,993404 6031138,478 2185305.248 208 PCH Beach to Huntington Service 21457, 21335 PCH 158 33.65193 -117.99375 6031032.762 2185277.801 208 PCH Beach to Huntington Service 21457, 21335 PCH 159 33.65221 -117.993711 6031046.184 2185379.445 208 PCH Beach to Huntington Service 214S7, 21335 PCH 160 33,652114 -1.17.994046 6030943.786 2185346,267 208 PCH Beach to Huntington Service 21457, 21335 PCH 161 33.652407 -1.17.994027 6030951.326 2185452.586 208 PCH Beach to Huntington Service 21457, 21335 PCH 162 .33.652313 -117.99436 6030849,381 2185420.162 208 PCH Beach to Huntington Service 21457, 21335 PCH 163 33.652606 -117.994345 6030855.715 2185526.482 208 PCH Beach to Huntington Service 21457, 21335 PCH 164 33.652512 -117.994676 6030754.523 2185494.209 208 PCH Beach to Huntington Service 21457,2133E PCH 165 33.652904 -117.994661 6030760.857 2185600.377 208 PCH Beach to Huntington Service 21457,21335 PCH r4 166 33.652705 -1.17.994992 6030659.515 2185565,843 208 PCH Beach to Huntington Service 21457, 21335 PCH 167 33.653052 -1.17.995041 6030646.696 2185692.521 208 PCH Beach to Huntington Service 21457, 21335 PCH 168 33.652865 -117.995311 60305633 2185625.864 208 PCH Beach to Huntington Service 21457, 21335 PCH iV 169 33.653429 -117,995906 5030385.61 218SS34.015 208 PCH Huntington to 1st Service Beach Parking Lot NjS W L!z co 170 33.65329 -117.996199 6030295,679 2185784.886 208 PCH Huntington to 1st Service Beach Parking Lot NJ5 171 33.653564 -117,996188 6030300.794 21SS884.571 208 PCH Huntington to 1st Service Beach Parking Lot NJ5 172 33,653436 -117.996494 6030206.819 2185839.486 208 PCH Huntington to 1st Service Beach Parking Lot NJ5 173 33.653721 -117.996483 6030211.934 2195943.098 208 PCH Huntington to 1st Service Beach Parking Lot NJ5 W rf 174 33,653596 -117.996779 6030121.051 2185899.322 208 PCH Huntington to 1st Service Beach Parking Lot NJ5 175 33,653875 -117,996753 6030130.806 2186000.792 208 PCH Huntington to 1st Service Beach Parking Lot N/S 176 33.65373 -117.997068 6030033.976 2185949.521 208 PCH Huntington to 1st Service Beach Parking Lot NJS 177 33,654032 -117.997024 6030049.083 2186058.961 208 PCH Huntington to 1st Service Beach Parking Lot NJ5 178 33,654037 -117.997613 6029870.173 2186063.957 208 PCH Huntington to 1st Service Beach Parking Lot N/S 179 33.654186 -117.997295 6029967.598 2186116,654 208 PCH Huntington to 1st Service Beach Parking Lot N/S 180 33.654343 -117,997567 6029885-975 2186175,181 208 PCH Huntington to 1st Service Beach Parking Lot NJS 181 33.654193 -117.997886 6029737.855 2186122,007 208 PCH Huntington to 1st Service Beach Parking Lot N/S 182 33.6545 -117,997843 6029802.844 2186233.47 208 PCH Huntington to 1st Service Beach Parking Lot NJS 183 33.654346 -117.998155 6029707.084 2186179.226 208 PCH Huntington to 1st Service Beach Parking Lot NJ5 184 33.654653 -117.998109 6029722.905 2186290,683 208 PCH Huntington to 1st Service Beach Parking Lot NJS 185 33.654518 -117.998455 6029616.677 2186243.343 208 PCH Huntington to 1st Service Beach Parking. Lot N/S "A 186 33.654833 -117.998424 6029628,216 21863S7.S41 208 PCH Huntington to 1st Service Beach Parking Lot N/S 187 33.654733 -117.99876 6029525.199 2186323.044 208 PCH Huntington to 1st Service Beach Parking Lot NJS 188 33.655028 -117.998758 6029527.817 2186430,461 208 PCH Huntington to 1st Service Beach Parking Lot NJS 189 33.65493 -117.999092 6029425,396 2186396,44 208 PCH Huntington to 1st Service Beach Parking Lot NJS 190 33.655227 -117,999089 6029428.25 2186504.452 208 PCH Huntington to 1st Service Beach Parking Lot N/S 191 33.655142 -117.99943 6029324.045 2186475.189 208 PCH Huntington to 1st Service Beach Parking Lot N/S 192 33,655842 -1.17.999954 6029168.734 2186732,541 120 PCH 1st to Main, north Service PCH @ 15t - N/E corner 193 33.656016 -118,0002 6029095.131 2186797.177 120 PCH 1st to Main, north Service PCH @ 1st - N/E corner 194 33,656221 -118.00048 6029010.941 2186873.271 120 PCH 1st to Main, north Service PCH @ 1st - N/E corner 195 33.656611 -118,001024 6028847,919 2187017.987 120 PCH 1st to Main, north Service PCH @ 1st - NJE corner 196 31656742 -118.001204 6028793.993 2187066.433 120 PCH 1st to Main, north Service PCH @ 1st - N/E corner 197 33.691618 -117.991916 6031832,037 2199708,481 120 Main Delaware to Florida Service E/S Florida - S/ Main 198 33,66588 -117.994962 6030748.846 2190359,445 240 Huntington Detroit to Lincoln Service N/S Hartford - E/Huntington 199 33.662389 -117,999815 6029555.27 2189108.737 240 Main 6th to Acacia Service Pecan - behind Main St, Library 200 33.678397 -117.997399 6030083,669 2194925.833 120 Yorktown Main to Huntington Service S/S Yorktown - E/Lake cx,ev,,d„ (2 - ko . i Cobrahead [2473.58mm] 97.39in [228.60mm] 0 9.00in [9768.60mm] 384.59in [2336.80mm] 92.00in [419.10mm] [2159.53mm] 0 16.50in 85.02in j[765.58mm], 30.14in PHILIPS A AMERICAN TOWER' Decorative Cobrahead A [2473.5 97.39inin [228.60mm] 0 9.00in [9768.60mm] 384.59in [2336.80mm] 92.00in [419.10mm] [2159.53mm] 0 16.50in 85.02in [209.77mm] 8.26in [765.58mm] 30.14in PHILIPS AK AMERICAN TOWER* Decorative A i t 1092.20mm] 43.00in 9.00in [4612. Omm] 181.59in [2378.60mm] 93.65in [433.89mm] 17.08in —T [2150mm] 84.65in [868.83mm] 34.21 in v 705.92mm [ 27.79in ] pH'iIps 'i� AMERICAN TOWER" A I B C I D I E F G I H I l m D1tt�+ IrM MY T qAM XRLMm-/M OR mW — Msx OMOE NOTES: 01 mu OrOI egT/XII] NEN)S JYD 2alelgsWX ro WTtx LRNE. p I I/r omm (M YM ow) saw owffl mR PUNK wwwafs (MWE YRRLWE) - M2 mw p 11/f CM W ON YW CUT) s 11E UamM aMaMs. E TYPE '1' + 'J' BASE ASSEMBLY -1 SflCL xOYE �n sn'meYCa — WE xR -all .e>-n «iauY neloMC M�IMI MS IOCif IYm ME -Se. WY' oRmu MYs(Y41) -ACNI f You -.I' 0.0. X 1 L0./Y(Y011 LO. CHON UIIwYS r0.wMXMR elPxP-JD] auV. YRrY1W4f rtaW5 UacM VAC N[x M 101if * NrMIM IaYA f00E1 WJmM COVEAS Swill DE m R]erIDX xslp DCYX Gel AOdEGITt CWIW. IS-1' I GM®Am. Ga AVIY. EIMCM atp MO,MEMWIY OE] MIYFGI QL[ MY OW'. lK . r ullY a. R Ylt Ms OWGQ W M •eW Y9 lOALffi YEYY Y M DtM ' • IW AYIQ C]Y A. SR iBl-WIS WIefGI MM W MRI C esvuE A-M RLLT rlaftam YW ql S/If aL k+fE �LI 1 Ialp11 LMOR M GDS Wn: rDU1W®IMn YFle uW - W // 1MMX'llsrlf im IR/G.011 IMW sC{E M. ML a Gt89C, ittE Y YMUCL ma Ite-M-Y-AgYW) -IP$-AD-KIi-XIMI-PBG u0n S 4L m Mawso"m urE MLIXLD mR lLllE M: IAI/f-m UD•!Ne ar (Y WX: uMEC - al. / m0 MYS-liJ-R-R-a- 1xGlm WLIs f qtx a. sn. n fGMn Y I W Y1Yrt C/Y a. fE IWidS RmR f!ma nuYx ml� uM�m fM [wDi qr] I. w " TYRE X uAm MMl IfK NMYAY MYIf (ipQ 1 (2) ulD-W W cm W mm w I WQ MQ ICGSS 1 W f mlmlesf. IBC SCHEME 40 W Yipl T 0Il Y L nMY MFMCRII W MiM41YP v" 3 WNM L YGI YMYM Cu:YWIm 2 EMM ON umm WgXE 5WLL XIGIID[ R]XEDI THE am YW eE &e m¢ SDE[ IWI De GWrn Em1eID 'K {. CWWM W mOMWE SY RIm / IdJll 4d3 f9A COIeWOlO1'. OJtMI M ISM pvR MM ASM-PI]-n RYI SMMY COKIEn ME 915E XEim m DETIII ax ONELUARJ/I/E FBI FClB YMI¢) A )tM.4m{]-M �6I smOCR1Yl DPAMXf` i0R DMN90MS D TYPE 'J' LUMINAW MOLWrM DETAL -i sDei rat �1Ye4AR IY@ 111 �.4a It nw (�% tCmYERMlIMIM6fOCii feX-M. IX1YIIrlG10N BF/01 GMEEM Y ".D.xr LLo.C. 1E11Ox if]YDN SYXR COYLM ANCMR BOLTS 3/fXIWXr A-30] GALV. f/6f A'1Ml XIM ME Mlxl ( ) f/CM EMIRS BOLT H—LE CbhM SYI1L XE ACOREGATE calEo. lulean nmsoen y( Tec r MXaun aas IWala MMmAY YmA mom cD E1MC10A Lem DOYx Gel arMf EYa Ir-r I cm Yuu IWYLMY fMo Ca10MS W DE aM R9 CMDEYMEI /I4a AJfpav e rM.21 f WONCOM W MM C Mri ap YLYtAY aa[ Ms smwE MM A-M isLLl YMslmm (B I/f-m uE . ! IGX a. 50. wt IUn IIAM (tl s14 DY .41e Mu 0M IMr MRar uWW No a Im .Ye GV F. sa IW.ms MB MMANWIMI reoe w raE Wn MLR WIL mLYCNWOMn YSIC XRm - Ca. MC a G.65YT.. TR Y Ww ISS, Xlle-eR�l- -IPS-me-XI2-XIM-ISC XGe S - HKH 21aAR SmNM UEs w mR a �lE eF. IB Vf-M WL . f ui HIE /almE 01—: Woo- WR VA6-CAT./ MCIION eM1S. { EACH a. A fa SWS a ,w MMr D/e M fi Mu-0sa WSIm fM CYAK 0@ �S UJP isPF. NRf IMNAE JnnL IM[: -2 ro f coYrns, we sGEDwE m /LlV W MIR @ID.1 ro YWs r aD 1 i L (2) () mm-DRM ans W sEwE Wmrera W WFYxmR aYD 1. K 1. R oM MWIIM mu NMI ma RR aua smn mAis �sm me JPffr sfy�iiWr m�xotl� . u®ED •rmaf Wt ASSOG® COYOEIE !fR SCF S �LCs 'AOµ Mona wwo A B C D E r C Secs-fe e'4 X'4 If it r mS Y sME-ss E'4 1'4 Ir 4r 1 r Ir T sem. f4 M-r If {r M 2f f wio. o ., W-T If 1r M K T • YRO•WE I SBW.. ftm f6ml101m OOtIMl4 M SCE e SLAB BOX DETAL V:_Iy SCALE: xOK RQ . r l W H 1 YwM L Ya X CLEVA CE 2. IMSI a -CC fMlrlE YML ffxlME A NOT USED 9L" LIE WMm YO eE M M M]Q xXl De OWY'AL E { Cwru m maWXYn sx 11f1m / 2'mEFE WR TDam f Ir m -I • COYCAEiE PIXF RISE WBx s@s We CCIeetS1Y. M�IXRACXI-1112M]FnMMI-m �r smucmft i0 DEw DY WfX1JMW NM MN-mif]-M M TWO LlMlY® P9I POLE M.MMn Ma�Mla7. `� ].�.��•':-I.y:�w:l /;z initw f�ai__ � TYPE 'P LUMINAHE MOUNiXJO DETAL :cr� ..T•ria7 • Sn.--. +e ec -- -1 sC4E: NDNE y„ 'Qmnd SWWM AW1 W TOLL FRS _� 7RKWG DAYS BEFORE YOU DIG REVISIONS l3mmmmumm w+-wn.MewYanw m YdNa H. wLx Im M f W G %n5 •M("Wp m TE Raam eY: ff/iJ R ,Q� M- AYES G s �Y MISCELLANEOUS DETAILS PIER PLAZA KEY. wn er oEscnwnax ,,,•,,, W.v. MW a LEsurTla ARY•f0 AwMmcq ecl ' MK aaxmM. .wlm D. . e E. L.Is]q oAli CITY OF RMNGTON EACH ONMTMGNY O' Ml$IC VVORKB OECX[0 er: 12 J e - ND. Cobrahead A y [9768.60mm] 394.59in [2336.80mm] 92.00in I PHILIPS [2473.58mm] 97.39in I\ Luminaire -City Responsibility Luminaire Arm - ATC Responsibility [228.60mm] 09.00in Telecommunication Equipment /ATC & Wireless Carrier Responsibility <— In case of car hit pole or other physical damage - City is First Responder to make site safe. City to remove if damaged and needs removel to city yard Base door, decorative bases - L/ City to repair due to vandalism 1.10mm] Telecommunication Equipment 16.50in located inside base - ATC & Wireless Carrier Responsibility [209.77mm] 8.26in Power Pullbox City responsible due to vandalism, cut, stolen wire into pullbox A AMERICAN TOWER° Decorative A Luminaire - City Responsibility Telecommunication Equipment 1043.00inm] ATC & Wireless Carrier Responsibility 181.59in In case of car hit pole or other physical damage - City is First Responder to make site safe. City to remove if damaged and needs removel to city Telecommunication Equipment located inside base - ATC & Wireless Carrier Responsibility [2378.60mm] Power Pullbox City 74791n2mm responsible due to —�J [ ] vandalism, cut, stolen wire into pullbox PHILIPS 9.00in Base door, decorative bases - City to repair due to vandalism [433.89mm] 17.08in [868.83mm] A AMERICAN TOWER' EXn�i,BiT C' - Ad .3 Exhibit "C" Licensee/Licensor Maintenance Responsibilities Maintenance Responsibility AmericanCarrier City Tower First responder to car hit pole, other forms of severe damage, power disconnect, make site safe X Removal of pole due to car hit damage transport to city X yard Repair of foundation damage due to car hit damage X* Supply of replacement pole, luminaire arm due to car hit X* damage Reinstallation of replacement pole due to car hit damage X* Luminaire replacement due to car hit damage X* x** Normal luminaire maintenance X Repair of wiring from pole powerjunction box to and into the pole due to shorting, being cut, stolen, etc. X Repair of wiring from service point to pole powerjunction box due to shorting, being cut, stolen, etc. X Repair of fiber from pole junction box to and into the pole X Graffiti removal to exterior X Repainting of pole due to excessive graffiti X X Repainting of pole due to normal wear and tear One time during contract riod Repair of vandalism damage to door covers, base covers, castings, pole shaft X Repair of telecommunication equipment, antennas inside of pole X Damage by sublicensee, external or internal X X *Car hit poles, city to provide police report for contacting insurance company **City to provide luminaire HB -165- Item 12. - 4 4EX.41dIr A a c o xwTar�swm....m.wxoaurtrrtruY�rb N�s��brwwburartr.urtu.uAw.r..ruar awrwrt4wtw m,rtu.Wms+f l+w,Y w.�wiv 7■ 7 T Luminaire - City Responsibility Telecommunication Equipment located inside Radome - Philips & 6 Wireless Carrrier Responsibility 51 41 A! w I6 IA I In case of car hit pole or other physical damage - City is First Responder to make site safe. City to remove if damaged and needs removal 3 c� to city yard Base cover, doors, base, pole shaft, castings - City to repair due to Telecommunication Equipment F vandalism located inside base - Philips & Wireless Carrrier Responsibility Power Pullbox City responsbile due to vandalism, cut, stolen Foundation into pullbox Y1i[RILL: % SCRNP: �' Lonbel N. REV CE%RIPOON DATE P H 1 L I PS lINIiN PPR fd(R HILL SM47S7ART Z-$P R Be t PHILIPS SMART POLE DESIGN -Huntington Beach, CA D®a� Y� r OVAILE0 ar CHICKE1 BY DAYE xN fer M'rtwn<wplwW Iw`fNWM m'.�4ww...x.�w•.�rwxe,,,CiY'c�w.l� NwY.... KW SAD 7I1I35 Union Metal°^^••��^^°°� m....rwa Cor oration Z-$P Rrns�rox A a r n r Telecommunication Equipment located inside Radome - Philips Wireless Carrrier Responsibility Telecommunication Equipment located inside base - Philips & — Wireless Carrrier Responsibility PHILIPS Foundation Luminaire - City Responsibility F In case of car hit pole or other physical damage - City is First Responder to make site safe. City to remove if damaged and needs removal to city yard \ Base cover, doors, base, pole shaft, castings - City to repair due to vandalism Power Pullbox City responsbile due to vandalism, cut, stolen into pullbox Z-HP-DAVR Exhibit "E" Deployment Fee Payment Schedule Due Date $25,000.00 Upon execution of Agreement $12,500.00 January 1, 2019 $6,250.00 January 1, 2020 $3,125.00 January 1, 2021 $3,125.00 January 1, 2022 Item 12. - 48 HB -168- a AMENDMENT, ASSIGNMENT, NOVATION AND ASSUMPTION AGREEMENT This Assignment, Novation and Assumption Agreement is entered into as of the Effective Date, below, by and between Philips Lighting North America Corporation, a Delaware corporation with a principal place of business at 200 Franklin Square Drive, Somerset, New Jersey 08873 ("Assignor"), ATC Outdoor DAS, LLC, a Delaware limited liability company with principal address at 10 Presidential Way, Woburn, Massachusetts 01801 ("Assignee"), and The City of Huntington Beach, a municipal corporation of the State of California ("The City") with its address at 2000 Main St, Huntington Beach, CA 92648. WHEREAS, Assignor and The City entered into that certain Site License Agreement dated December 18, 2017 (the "Agreement"); and WHEREAS, the parties desire to amend the Agreement to reflect the assignment, novation and assumption of the Agreement; NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows: 1. Assignment, Novation and Assumption. As of the Effective Date, Assignor hereby assigns, novates, conveys, transfers and delivers unto Assignee all of Assignor's right, title and interest in and to the Agreement and the performance of all of the terms, covenants, conditions and executory obligations of the Agreement, and Assignee accepts such assignment, novation, conveyance, transfer and delivery from Assignor and will perform all of the terms, covenants, conditions and executory obligations of the Agreement, which arise after the Effective Date. Assignee accepts all actions taken by Assignor consistent with the Agreement prior to the Effective Date (or otherwise disclosed to Assignee prior to the Effective Date) and agrees to be bound by all such actions going forward as if taken by the Assignee except as modified by this Amendment, Assignment, Novation and Assumption, Agreement. This section shall survive the termination of the Agreement. 2. Clarification. Assignee and the City agree that the words "if requested" as used in Section 5.03 of the Agreement means "if required by applicable state law or court order during litigation and provided nothing herein will prevent Assignee from seeking to protect disclosure of the policy to persons other than the City's attorneys." 3. Insurance. The City and Assignee agree that motor vehicle coverage is not required to be maintained through the general liability policy in Section 5.03 of the Agreement so long as a separate automobile liability policy, which complies with Section 5.04 of the Agreement, is in effect. 4. Effective Date. This Amendment, Assignment, Novation and Assumption Agreement shall be effective as of cZ /�� �v/ (the "Effective Date"). Assignor shall remain liable and responsible for complete performance of all its obligations under the Agreement until the Effective Date. 5. Consent by The City. To the extent required under the Agreement, the City hereby consents to the assignment, novation and assumption of the Agreement from Assignor to Assignee under the terms set forth herein. 6. Release. As of the Effective Date, Assignor shall be conclusively deemed to have been released and discharged from any and all claims, demands, liabilities, obligations, actions, losses, damages, costs and expenses (collectively "Liabilities") relating to the Agreement, which arise after the Effective Date, and the City and Assignee agree to release and discharge Assignor from said Liabilities under the terms of this Assignment, Novation and Assumption Agreement. Page 1 of 2 7. Representations by Assignor and The City. Assignor and The City hereby represent to Assignee as follows: (i) As of the Effective Date, the Agreement is in full force and effect; and (ii) Neither The City nor Assignor, each to the best of its knowledge, is in breach or default of its respective obligations under the terms of the Agreements. 6. Miscellaneous. All other terms of the Agreement shall remain in full force and effect. In the event of a conflict between the Agreement and this Amendment, Assignment, Novation and Assumption Agreement, this Assignment, Novation and Assumption Agreement will control. This instrument shall be binding upon and inure to the benefit of the successors and assigns of the respective parties hereto. This Amendment, Assignment, Novation and Assumption Agreement may be changed only by written instrument signed by each party. This Amendment, Assignment, Novation and Assumption Agreement shall be governed by the laws of the State of California, without regard to its choice -of -laws or conflict - of -laws principles. This Amendment, Assignment, Novation and Assumption Agreement may be executed in multiple counterparts, each of which will, for all purposes, be deemed an original, but which together will constitute one and the same instrument. A scanned or electronically reproduced copy or image of this Amendment, Assignment, Novation and Assumption Agreement will be deemed an original and may be used as an original for all purposes, including litigation and dispute resolution. IN WITNESS WHEREOF, Assignor, Assignee and the City have executed this instrument as of this -9 XV day of C1;�y'16&7?11 ,2D1�. ASSIGNOR: Philips Lighting North America Corporation Name: Title: Date: ASSIGNEE: ATC Outdoor DAS, LLC By: Name: Title: SUP t gvlc(9± Date: l I THE CITY: The City of Huntington Beach: By: #A U Name: Fred A. Wilson Title: City Manager Date: December 22, 2017 APPROVED 0 ORM By MICHAEL E. GATES CITY ATTORNEY ITY OF HUNTINGTON BEACH Page 2 of 2 •�, CITY OF HUNTINGTON BEACH INTERDEPARTMENTAL COMMUNICATION Huntington Beach TO: Kellee Fritzal, Deputy Director, Office of Business Development Michael Gates, City Attorney FROM: Patti Williams, Risk Manager SUBJECT: Insurance Waiver Request for Philips Lighting North America Corporation DATE: November 14, 2017 The Office of Business Development has requested that a temporary waiver be approved regarding the insurance requirements stated in the Site License Agreement between the City and Philips Lighting North America Corporation. I am signing the waiver request on the condition that no work will be performed or access to premises granted until all insurance requirements have been complied with per the agreement. If you have any questions regarding this matter, please feel free to contact me at (714) 536-5290. Si cerely, /Z1 see , Patti Williams, ARM Risk Manager su iN INSURANCE AND INDEMNIFICATION WAIVER f n �® MODIFICATION REQUEST 1. Requested by: Carlos Marquez 2. Date: 11 /14/2017 3. Name of contractor/permittee: Philips Lighting North America Corporation/American Tower Co 4. Description of work to be performed: Installation of Smart Poles in public right-of-way 5. Value and length of contract: $400,000 annually, 20 years 6. Waiver/modification request: General Liability Auto Property Insurance, & Workers Comp 7. Reason for request and why it should be granted: Philips & ATC have agreed to provide the insurance certs however their carrier cannot provide the insurance prior to City Council meeting date of 11/20/2017, 8. Identify the risks to the City in approving this waiver/modification: The license agreement requires the Licensee to submit plans and obtain permits subject to City discretionary review, which also mandates that all insurance certificates are approved by Risk Management Staff will not issue any encroachment permits until all certs are approved by RM. DepartmenOiearSig Date: APPROVALS Approvals must be obtained in the order listed on this form. Two approvals are required for a request to be granted. Approval from the City Administrator's Office is only required if Risk Management and the City Attorney's Office disagree. 1. Risk Management /" Approved Denied (`C, �gnature ,"� �� Date 2. City Attorney's Office Approved ❑ Denied I �� Signature Date 3. City Manager's Office ❑ Approved ❑ Denied Signature Date If approved, the completed waiver/modification request is to be submitted to the City Attorney's Office along with the contract for approval. Once the contract has been approved, this form is to be filed with the Risk Management Division of Human Resources Insurance waiver Form.doc 11/14/ZU'I / 'IU:L4:UU AM City of Huntington Beach 2000 Main Street ♦ Huntington Beach, CA 92648 (714) 536-5227 o www.huntingtonbeachca.gov Office of the City Clerk Robin Estanislau, City Clerk December 22, 2017 Robert F. Farley Legal Counsel & Assistant Secretary Philips Lighting North America Corporation 200 Franklin Square Drive Somerset, New Jersey 08873 Dear Mr. Farley: Enclosed for your records is a fully executed duplicate original of the "Site License Agreement Between The City of Huntington Beach and Philips Lighting North America Corpora;" in addition, enclosed are three originals of the "Amendment, Assignment, Novation and Assumption Agreement." Upon complete execution of the "Amendment, Assignment, Novation and Assumption Agreement" by Philips Lighting North America Corporation and ATC Outdoor DAS, LLC, please return one original to us. Please mail the Agreement to: Robin Estanislau City Clerk 2000 Main Street, 2"d Floor Huntington Beach CA 92648 Your attention to this matter is greatly appreciated. Sincerely, & Robin Estanislau, CMC City Clerk RE:pe Enclosures Sister Cities: Anjo, Japan ♦ Waitakere, New Zealand Esparza, Patty From: Graham, Antonia Sent: Wednesday, December 20, 2017 3:10 PM To: Esparza, Patty Cc: Fritzal, Kellee Subject: FW: Philips Lighting North America Site License Agreement Importance: High Hi Patty, Here is the address for the agreement. Toni From: Bill McShane [mailto:william.mcshane@philips.com] Sent: Wednesday, December 20, 2017 11:07 AM To: Graham, Antonia; Fritzal, Kellee Subject: RE: Philips Lighting North America Site License Agreement Importance: High Thanks. Please send to the attention of: Robert F. Farley \, j Legal Counsel & Assistant Secretary �! ' Philips Lighting North America Corporation i 200 Franklin Square Drive Somerset, New Jersey 08873 �f1 ,. Thanks ` Bill From: Graham, Antonia [mailto:Antonia.Graham@surfcity-hb.org] Sent: Wednesday, December 20, 2017 2:02 PM To: Bill McShane <william.mcshane@philips.com>; Fritzal, Kellee <KFritzal@surfcity-hb.org> Subject: RE: Philips Lighting North America Site License Agreement Kellee will be sending this to you today. The next step is for you to review and sign. After that we schedule a Development Assistance Team meeting for late January early February. Thank you Bill. From: Bill McShane [mailto:william.mcshane@philips.com] Sent: Wednesday, December 20, 2017 10:57 AM To: Graham, Antonia; Fritzal, Kellee Subject: FW: Philips Lighting North America Site License Agreement Dept. ID ED 17-20 Page 1 of 4 Meeting Date: 11/20/2017 ,,t)a,6:6 7D 12J1,9 _70i 7 - 7 -d CITY OF HUNTINGTON BEACH REQUEST FOR. CITY COUNCIL ACTION MEETING DATE: 11/20/2017 SUBMITTED TO: Honorable Mayor and City Council Members SUBMITTED BY: Fred A. Wilson, City Manager PREPARED BY: Kellee Fritzal, Deputy Director, Business Development SUBJECT: Approval of a License Agreement between the City and Philips Lighting North America Corporation for the removal and replacement of up to 200 street poles with stealth smart poles Statement of Issue: The City Council is asked to approve License Agreement ("Agreement") with Philips Lighting North America Corporation ("Philips") for the development and replacement of up to 200 City -owned street lights with smart poles for purposes of small cell deployment within the Downtown area. Financial Impact: Philips will pay the City a deployment fee in the amount of $50,000 in five installments, for the exclusive rights to replace City light poles with smart poles at 200 pre -approved locations throughout the Downtown and Pacific Coast Highway Areas. Rental payments to install, maintain, and operate the smart poles within public right-of-way will be charged at a rate of $2,000 annually/per pole. Philips estimates that 100 smart poles will be installed within the first three years of the Agreement. The revenue, if all 200 smart poles are installed, would be $400,000 annually. Eighty percent (80%) of rental revenue generated from the Agreement will be deposited into the General Fund 10000100.43165, Real Estate rental/leases. Twenty percent (20%) of rental revenue generated from the Agreement will be deposited into Fund 80787012.64620, which is a revenue account for streetlight repair and maintenance. Recommended Action: A) Approve and authorize the Mayor, City Clerk, and City Manager to execute the License Agreement between the City of Huntington Beach and Philips Lighting North America Corporation; and, B) Approve and authorize the City Manager to execute Assignment and Assumption Agreement consenting to the transfer of the License Agreement from Philips to ATC Outdoor DAS, LLC, as approved by the City Attorney's Office; and, C) Authorize the City Manager or designee to execute any additional documents required to effectuate the License Agreement, as approved by the City Attorney's Office. HB -79- Item 11. - 1 Dept. ID ED 17-20 Page 2 of 4 Meeting Date: 11/20/2017 Alternative Action(s): Do not approve the License Agreement and direct staff accordingly. Analysis: Residents, businesses, and visitors have expressed dissatisfaction with the limited amount of wireless coverage in certain areas of the City and at particular large scale events in the Downtown area. In addition to limited coverage, residents and businesses have recently expressed dissatisfaction regarding the designs of the small cell facilities, as they are not aesthetically pleasing. In order to address demand and aesthetic concerns, Philips approached City staff with an unsolicited offer about a program for the installation of what Philips calls a "stealth smart pole" (Smart Pole). The Smart Pole is an integrated unit manufactured by Philips that combines equipment, cabinets, and metering equipment needed to house multiple small cell installations within the Smart Pole. The Smart Pole will be available to wireless carriers to sub -license, which will increase wireless coverage in the high demand Downtown area. The Smart Poles will not have any exterior attachments to obstruct views and will look similar to the existing poles. The Smart Poles are manufactured in the United States. Philips has agreements with several municipalities throughout California, most notably, the cities of Los Angeles, San Jose, and Oakley. Below is a comparison of the revenue streams of the various contracts with the respective cities. City Date $/Pole/Year No. of Annual LED Dev Fee Term Poles Revenue Conv Los 8/22/2014 $1,224 200 $244,800 None None 5 yrs w/ Angeles (4) 5-yr auto ext. San Jose 2/11/2015 $0 50 $0.00 15 LED: None 10 yrs w/ 1 smart 10-yr pole inst. renewal Huntington $2,000.00 200 $400,000 None $50,000 20 yrs Beach Rent Rates Philip's has agreed to pay the City a Deployment Fee totaling $50,000 (paid in five installments), of which $25,000 will be due upon execution of the Agreement. During the first five years, Philips will have the right to install up to 200 poles based on demand by wireless carriers. However, Philips estimates that approximately 100 Smart Poles will be fully deployed by the end of the third year. The fees are greater in the first two years of the Agreement to provide incentive for faster deployment of the Smart Poles. Upon expiration of the deployment period (first five years) the balance of the 200 poles will be released to the City to license with wireless carriers directly. In addition to the Development Fee, Philips will compensate the City in the amount of $166.67/pole per month ("Rent") upon installation of a Smart Pole. Rent paid by Philips will last for the entire term of the Agreement. The rent is subject to annual increases in the amount of 3%. The monthly rent rate exceeds that of other municipalities. Item 11. - 2 H13 _go_ Dept. ID ED 17-20 Page 3 of 4 Meeting Date: 11/20/2017 Length of Agreement and Number of Smart Poles Initially, Philips requested a larger number of poles, approximately 600. However, this was reduced to 200 poles to allow for competition by other wireless providers who can accommodate their installations without the use of stealth technology, The 20-year term will allow Philips the ability to market and secure multiple long-term sublicenses with wireless carriers, thereby increasing wireless coverage to underserved and high demand areas. The Smart Poles will be owned by Philips throughout the term of the Agreement, with the City retaining ownership at the end of the term. At that point, the City can renegotiate with Philips for an additional term or lease the space to other carriers. Salient Terms Philips will pay for the installation of the new Smart Poles and provide warranties for the workmanship for installation and durability. In addition, Philips will post a surety bond in the amount of $2,000,000 if Philips decides to terminate the contract prior to the expiration of the term which would pay for the costs for the City to remove the Smart Poles and re -install standard streetlights. Philips will provide insurance certificates and endorsements in accordance with Risk Management requirements. Philip's will also indemnify the City against claims or losses, including casualties. The City will maintain the Smart Poles pertaining to the graffiti removal, sticker removal, LED diode replacement, and maintenance of street lighting systems. All other municipalities continue to maintain the Smart Pole exteriors, as well. Philips will maintain all equipment related to telecommunications and wireless carrier installations. In the event a Smart Pole is knocked down, Philips will re -install a new Smart Pole at no -cost to the City. Permitting The Philips's Smart Pole represents an integrated solution utilizing stealth technology to expand wireless networks while complying with the aesthetic and design standards of the Huntington Beach Zoning and Subdivision Ordinance (HBZSO) Section 230.96 (Wireless Communication Facilities). Pursuant to the HBZSO, the Philips Smart Poles will be installed upon the issuance of a Wireless Permit. A Wireless Permit would be issued if, and only if, the Smart Poles meet the definition of Small Cell sites and comply with Public Work's design standards. Smart Poles located within the Coastal Zone would be subject to a case -by -case review and may require Coastal Commission approval. Smart Poles located along Pacific Coast Highway would have to comply with Caltrans design standards prior to issuance of a Wireless Permit. Installation Philips will deploy the Smart Poles according to specific areas ("Deployment Zones"), The Deployment Zones consist of the Downtown Area, Pacific City Area, Hilton Waterfront Area, Hyatt Area. Licensee agrees to install Smart Poles within each Deployment Zones in one phase that comprises of trenching, laying of fiber optic cabling, paving, removal of City Poles, and installation of Smart Poles. Once the Licensee has installed Smart Poles within the Deployment Zones, Licensee agrees not to install additional Smart Poles within the Deployment Zones Assignment Philips has requested that the City consent to the assignment of the Agreement to ATC Outdoor DAS, LLC, a subsidiary of American Tower Corporation ("ATC"). ATC is a publicly traded company that structured itself as a real estate investment trust. ATC owns and leases broadcast towers, wireless towers, and in -building distributed antenna systems that it assembled through acquisitions HB -81- Item 1 1 . - 3 Dept. ID ED 17-20 Page 4 of 4 Meeting Date: 11/20/2017 and mergers. ATC business model is to secure leases for cell tower sites and then obtain subleases from the wireless carriers to deploy wireless equipment. ATC does not manufacture stealth equipment or provide wireless services; it manages corporate real estate. By securing subleases for the wireless carriers, it allows the carriers to divert capital on developing technology rather than property management. Philips strength is in its ability to design and manufacture stealth technology whereas ATC expertise lies in real estate. Staff recommends the assignment of the Agreement from Philips to ATC. Environmental Status: Not applicable Strategic Plan Goal: Strengthen Economic and Financial Sustainability Attachment(s): 1. License Agreement between the City of America Corporation, including Exhibits A-F 2. Assignment and Assumption Agreemeni Corporation and ATC Outdoor DAS, LLC Huntington Beach and Philips Lighting North between Philips Lighting North America Item 11. - 4 HB -82- Site License Agreement DO NOT RECORD Page 1 of 28 SITE LICENSE AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND PHILIPS LIGHTING NORTH AMERICA CORPORATION THIS SITE LICENSE AGREEMENT ("Agreement") is made and entered into this of 2017, by and between the CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California, herein referred to as "Licensor" or "City", and PHILIPS LIGHTING NORTH AMERICA CORPORATION, a Delaware corporation, hereinafter referred to as "Licensee." In consideration of the terms and covenants contained herein, the Licensor and Licensee agree as follows: ARTICLE 1— TERMS OF LICENSE Section 1.01 Property and Use (a) Licensor is the owner of certain street light poles ("City Poles") located in the City of Huntington Beach, County of Orange, State of California as more particularly identified in Exhibit "A", and in a map depicting the existing City Pole locations as set forth in Exhibit "B" (each, a "Property"). Exhibits A and B are attached hereto and incorporated herein by reference. (b) Licensee is the owner of integrated lighting and communication smart poles together with internal ancillary equipment that utilize light emitting diodes ("LED") that are capable of housing certain proprietary telecommunications and/or internal data transmission equipment ("Communications Equipment") within the pole (collectively, "Smart Poles"). (c) Licensee desires to remove up to two hundred (200) City Poles and replace said poles with Smart Poles, including those Smart Poles depicted in Exhibit "C" (each, a "Smart Pole") (attached hereto and incorporated herein by reference) with an integrated antenna technology that may be capable of accommodating internal telecommunications equipment belonging to one or more telecommunications service providers. Any Smart Pole not depicted in Exhibit C requires City approval prior to being deployed as part of this License Agreement. Smart Pole Design other than Exhibit C approval is at the City sole discretion; and Licensee desires to receive from Licensor the right to install, operate, maintain, repair and replace said Smart Poles for purposes of (a) providing street lighting to Licensor and (b) sublicensing all or a portion of the internal sections of the 17-6117/169073/MV DO NOT RECORD Site License Agreement _ DO NOT RECORD Page 2 of 28 Smart Pole (the "Licensed Portion") to one or more telecommunications service providers or other third parties ("Communication Providers") for mobile/wireless telecommunications transmission at Licensee's sole cost and expense and liability. (d) Licensor hereby grants to Licensee the right to license the Property to remove City Poles and to install, operate, maintain, repair and replace Smart Poles and Communications Equipment ("Licensee's Facilities"), as identified in Exhibit "D" (attached hereto and incorporated herein by reference) for lighting and mobile/wireless telecommunications services on the Property. (e) The right and permission of Licensee and any sub licensee are subordinate to the prior and paramount right of Licensor to use the Property in its entirety for public purposes to which now it is and may, at the option of Licensor, be devoted. Licensee undertakes and agrees to use the Property and to exercise this license at all times in such manner as will not unreasonably interfere with the full use and enjoyment of the Property by Licensor. (f) Licensor acknowledges title to the Smart Poles is vested in Licensee and agrees never to assail or resist the same. (g) Licensor acknowledges that it is the intent of the Licensee to license all or part of each Smart Pole to one or more Communications Providers (as defined below) where feasible in order to install, maintain, repair, operate and replace certain Communications Equipment. (h) Licensor hereby grants to Licensee the exclusive right to enter into sublicense agreements with one or more third party communication providers or carriers ("Communication Providers") for the purpose of installing, operating, maintaining, repairing and replacing wireless communication equipment ("Communications Equipment") within the Smart Pole as depicted in Exhibit "D" subject to all the terms, conditions, and provisions of this License including applicable laws which is a material provision herein. Licensee shall provide Licensor with a memorandum of sublicense that identifies the sublicensee, summarizes the length of term of the sublicense, and provides the contact and mailing information of the sublicensee. Section 1.02 Condition Precedent This Agreement is conditioned upon any Communication Providers who occupy a Smart Pole (including Licensee if applicable), possessing all government permits including encroachment permits, business licenses, zoning and building enabling said 17-611711690731MV DO NOT RECORD Site License Agreement _ DO NOT RECORD Page 3 of 28 Communications Providers to operate Communications Equipment and related facilities. This Agreement for the installation, operation and maintenance of Licensee's Facilities and Communications Equipment on the Property are subject to all ordinances and regulations of general application now in effect or subsequently enacted. Licensee agrees that any additions or new construction to the Property or the exterior of Licensee's Facilities, other than those set forth in Exhibit C, must be reviewed and approved in writing and/or by obtaining all permits or additional licenses by Licensor prior to the addition or construction taking place, which approval may be withheld at Licensors sole discretion. Section 1.03 Term and Schedule of Performance (a) Removal and Replacement. All removal and replacement of City poles as set forth herein shall occur within 5 years from execution of this License. The Licensee shall not remove any City Poles and/or install any Smart Poles 5 years from execution of this License, except that any in progress installations of Smart Poles that were commenced before the 5 years may continue. (b) License Term. The Term of this Agreement shall be twenty (20) years commencing on the date this License is executed by the parties (the "License Term") - Section 1.04 License Fees (Deployment Fee and Ongoing License Fee) (a) Deployment Fee. Licensee shall pay to Licensor a fee ("Deployment Fee") in the amount of fifty thousand ($50,000.00), in annual installments as set forth Exhibit "E", attached hereto and incorporated herein by reference. A late charge of ten percent (10%) shall be applied in the event any portion of the Deployment Fee remains unpaid for more than fifteen (15) days following the dates set forth in Exhibit E, or on the next business day if the fifteenth day falls on a weekend or holiday. In addition, one and a half percent (1 33/2%) interest per month shall be added for each month payment hereunder is due but unpaid. (b) Ongoing License Fee. In addition to the Deployment Fee, upon the removal of a City Pole, and installation by Licensee and acceptance of installation by City Public Works Department of a Smart Pole, Licensee shall pay the Licensor a fee of one hundred sixty sixe dollars and sixty seven cents ($166.67) per Smart Pole per month, commencing on the first full month following acceptance of such Smart Pole by the Licensor (the "Ongoing License Fee"). The Ongoing License Fee must be received by the City Treasurer within fifteen (15) calendar days after the end of each month or on the next business day if the fifteenth day falls on a weekend or holiday. A late charge of ten percent (10%) per month shall be applied to any Ongoing License Fee that is due but unpaid after the 15t" day of the t7-611711690731MV DO NOT RECORD Site License Agreement _ DO NOT RECORD Page 4 of 28 month. In addition, one and a half percent (1 ''/z%) interest per month shall be added for each month payment hereunder is due but unpaid. (c) Licensor and Licensee agree that the Ongoing License Fee shall be increased by three (3%) percent annually beginning on the first anniversary of the date of the first payment of the Initial and License Fee. Any hold over by Licensee after the expiration of the Term shall be construed as a month to month License and the License Fees shall increase to 1 '/2 times the then current License Fee plus the annual increase herein specified. Section 1.06 Non -Possessory Interest Licensor retains full possession of the Property and Licensee will not acquire any interest temporary, permanent, irrevocable, possessory or otherwise by reason of this Agreement, or by the exercise of the permission given herein. Licensee will make no claim to any such interest. Any violation of this provision will immediately void and terininate this Agreement. Section 1.07 Non -Recording This Agreement shall not be recorded. ARTICLE 2 — TAXES AND UTILITIES Section 2.01 Taxes Licensee shall be responsible for all taxes, assessments or other charges levied or imposed by any government entity as a result of Licensee's use of the Property. If such taxes are not assessed separately to Licensee, Licensor shall provide Licensee with evidence, reasonably acceptable to Licensee, of such tax assessment and the amount due, which is attributable to Licensee's use of the Property. Section 2.02 Utilities Except for illumination cost, Licensee shall pay for, and indemnify and hold Licensor free and harmless from, any liability associated with utilities furnished to the Licensee's Facilities associated with the use, operation and maintenance of the Communications Equipment during the Term of this Agreement. To reduce the disruption to Licenser's facilities and disruption within the public right of way, the SmartPole shall utilize the power sources that service the existing polestructure and its components. The power used by Communications Equipment shall be negotiated with Southern California Edison ("SCE") or existing power utility and paid for by Licensee directly to the provider of the power without adverse impact to the Licensor. Licensee's right to remove any City Pole is conditioned upon Licensee receipt of an agreement to power the Smart Pole. For the 17-6117/169073/MV DO NOT RECORD Site License Agreement DO NOT RECORD Page 6 of 28 avoidance of doubt, Licensor shall at all times remain responsible for all utilities associated with the lighting element of each Smart Pole. ARTICLE 3 — IMPROVEMENTS AND ACCESS Section 3.01 Licensee's Smart Poles (a) Installation. 1. Prior to the installation of any Smart Poles, Licensee shall obtain a Wireless Permit pursuant to Huntington Beach Zoning and Subdivision Ordinance Section 230.96 for up to twenty five (25) Smart Poles per permit per Deployment Zone. 2. The Licensor makes no representations or warranties regarding the suitability, condition or fitness of the Property subject to this Agreement. 3. During the installation of Licensee's Smart Poles, Licensee shall cooperate with Licensor's representatives, which may monitor the installation of Licensee's Smart Poles. Licensee fully agrees to coordinate with Licensor during the installation of the Smart Poles and any fiber optic cabling installed by the Licensee and its Sublicensees, and shall coordinate with Licensor regarding the installation of any LED fixtures, and shall not proceed with installation on the Property and in the public right-of-way without prior approval of the Licensor. Installation of the Smart Poles shall occur in phased areas ("Deployment Zones") as set forth in Exhibit "F" (attached hereto incorporated herein by reference.) The Deployment Zones consist of the Downtown Area, Pacific City Area, Hilton Waterfront Area, Hyatt Area. Licensee agrees to install Smart Poles within each Deployment Zone in one phase that comprises of trenching, laying of fiber optic cabling, paving, removal of City Poles, and installation of Smart Poles. 4. Licensee's construction and installation of the Smart Poles together with the disposal of the City Pole, shall be performed at Licensee's sole cost and expense and completed in a good and workmanlike manner by licensed, insured and bonded contractors and provide Licensor evidence of the foregoing prior to commencement of installation. 5. Nothing in this License shall permit Licensee to materially interfere with Licensor's existing facilities and operations. Any and all installation, modification and operation of the Smart Poles and related work and equipment must meet all applicable structural engineering, building and safety standards for this type of public facility pursuant to Licensor review and any governmental body with jurisdictional authority. 17-6117f1690731MV DO NOT RECORD Site License Agreement DO NOT RECORD Page 6 of 28 (b) Ownership. Upon installation of each Smart Pole by Licensee, Licensee shall own to the Smart Poles but in some instances may not own the Communications Equipment, which may remain property of the Communications Providers. However, Licensor and or its contractors/representatives shall have the right to access and modify/repair any lighting features of a Smart Pole. Except as otherwise provided, Licensor or its contractors or representatives shall not have the right to access, modify or remove the Communications Equipment. (c) Maintenance of Smart Pole. 1. Licensor Maintenance Responsibility. Licensor shall be responsible for the maintenance of the LED and street lighting equipment within the Smart Pole as set forth in Exhibit C, as well as graffiti removal. Licensor shall have no responsibilities or obligations with respect to the Communications Equipment located within a Smart Pole. 2. Licensee Responsibility. Licensee shall be responsible at their sole cost for maintenance repair and replacement of the Smart Pole and equipment except the LED light and associated street lighting equipment, and graffiti abatement. (d) Access. Licensor and Licensee shall provide mutual access to the Property to the other party, and its employees, agents, contractors and subcontractors, twenty-four (24) hours a day, seven (7) days a week subject to Licensor's ordinances and permit approvals. Except in the case of emergencies, Licensor shall give Licensee forty-eight (48) hours' notice prior to entry into the Property. Licensor represents and warrants that it has full rights of ingress and egress to and from the Property, and hereby grants such rights to Licensee to the extent required to construct, maintain, install, and operate Smart Poles and Licensee's Facilities on the Property. Licensee's exercise of such rights shall not cause undue inconvenience to Licensor nor shall any such exercise interfere with the use of the Property by Licensor or its licensees, guests, or assignees. (e) Removal of Smart Pole by Licensee. Licensee may remove a Smart Pole and replace with City Pole at its sole cost and expense on or before the expiration or termination of this Agreement; provided that such removal and replacement shall be done in a workmanlike manner and without interference or damage to any other equipment, structures or operations. Reinstallation of a City Pole shall be completed within ten (10) business days from Licensee removing the Smart Pole and accepted in writing by Licensor. in the event Licensee reinstalls a City Pole, Licensee shall be required to remove and dispose of the Smart Pole together with Licensee Facilities at Licensees sole cost and liability. 17-6117/169073/MV DO NOT RECORD Site License Agreement _ DO NOT RECORD Page 7 of 28 (f) Removal of Smart Pole at the request of Licensor. The Licensor may require the removal of a previously installed Smart Pole if. (i) Licensor reasonably determines that the safety of the public requires such removal or (ii) the Licensor makes a final and un-appealable determination that such Smart Pole is required to be removed at its sole discretion, provided that, in no event will Licensee be required to remove more than five (5) Smart Poles under this Section. Notwithstanding the foregoing, Licensor may require Licensee to remove more than five (5) Smart Poles only if another public agency with jurisdictional authority makes a final un- appealable determination requiring the removal of said Smart Poles. In such event, the Licensor shall provide Applicant with at least ninety (90) days prior written notice requiring the removal of the Smart Pole. During the ninety (90) day notice period, the Licensor and Applicant will take such steps as may reasonably be required to identify a suitable replacement location for the Smart Pole that must be removed. In the event Licensor requires removal, Licensee shall provide Licensor with an estimate of all costs for the removal Smart Pole, including re -installation of City pole, and restoration of the Property to its original condition. After receipt Licensor in its sole and absolute discretion, notify Licensee to remove the Smart Pole in a workmanlike manner and without interference or damage to any other equipment, structures or operations on the Property, including the use of the Property by Licensor or any of Licensor's licensees, assignees or lessees. Licensee shall repair any damage to the Property caused by such removal and will at the City's discretion, reinstall a standard street light pole in satisfactory condition as accepted in writing by Licensor within ten (10) business days from Licensee removing the Smart Pole from the Property. In the event the City's request is to remove a Smart Pole through no fault of Licensee, Licensee shall furnish to Licensor invoices for all expenses related to the removal of Smart Pole, re -installing a standard street light pole, and restoration of the Property to its original condition and Licensor shall issue Licensee with a rent credit to cover said expenses. If the Smart Pole removal is required because of some action or inaction of Licensee, Licensee shall be required to pay all costs for removal, restoration and construction of a new City Pole. (g) Replacement of Smart Pole. The Parties agree that should any Smart Poles be knocked down or damaged (including because of a traffic accident or vandalism) or should a Smart Pole otherwise become inoperable, Licensee shall provide a replacement Smart Pole at its sole cost and expense, except to the extent caused by Licensor's negligence or willful misconduct. The Licensor will provide storage for a maximum of two (2) Smart Poles at its storage facilities. 17-6117/1690731MV DO NOT RECORD Site License Agreement DO NOT RECORD Page 8 of 28 Section 3.02 Liens Licensee shall not permit any mechanics' or materialness', or other liens, or stop notices, to stand against the Property by reason of any use or occupancy by Licensee, ,or any person claiming under Licensee. Licensee will remove or bond off any lien filed against the Property as a result of its use or occupancy within thirty (30) days of receiving notice of such lien. ARTICLE 4 - INTERFERENCE Section 4.01 Interference Radio equipment that is operated in the unlicensed spectrum has potential to interfere with other applications and equipment in the nearby vicinity. Therefore, Licensor reserves the right to require that such unlicensed radio equipment be tested by an independent third party satisfactory to both Licensor and Licensee at the Licensee's sole expense if interference is detected. In the event any installed equipment causes unreasonable interference with pre-existing equipment owned by the Licensor or located on Licensor .property, and after Licensor has notified Licensee in writing of such interference, Licensee will take all commercially reasonable steps necessary to correct and eliminate the interference, including but not limited to, at its option, powering down such equipment and later powering up such equipment for intermittent testing. Licensor shall not be entitled to terminate this License or an individual Wireless Permit or relocate any equipment if Licensee is making a good faith effort to remedy the interference issue. If the interference continues for more than 4 months or if the interference effects public safety communications, Licensor at its discretion may terminate this Agreement as to the individual location and/or individual Wireless Permit. ARTICLE 5 — INDEMNITY AND INSURANCE Section 5.01 Indemnification, Defense, Hold Harmless; Limitation of Damages Licensee shall protect, defend, indemnify, and hold harmless Licensor, its officers, employees and agents its officers, elected or appointed officials, employees, agents, and volunteers against any third party claim, including claims from sub -licensees for loss or liability arising from or related to any damage, injury or loss caused by, or resulting from, the installation, maintenance, operation or use of each and every Smart Pole or Communications Equipment, or resulting in any way from Licensee's occupation or use of each and every Property and Licensed Portion, including, without limitation, that which is due, in whole or in part, to the willful misconduct or negligent acts (active or passive) or omissions by Licensee, its officers, employees, consultants or agents. Licensee obligation to indemnify and hold harmless excludes only such claim, loss or liability that is due to the sole negligence or willful misconduct of City and/or its employees. All of Licensee obligations under this Section are intended to apply to the fullest extent permitted by law and shall survive the expiration or sooner termination of 17-611711690731MV DO NOT RECORD Site License Agreement DO NOT RECORD Page 9 of 28 this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Licensee. Licensor shall give Licensee prompt written notice of any Claim. Failure or delay in giving such notice shall not diminish Licensee's indemnity obligations unless and only to the extent that Licensee is materially adversely affected thereby. Licensee shall be permitted to control the defense of such Claim and Licensor will give Licensee reasonable assistance and cooperation in investigation, preparation, settlement and defense of the Claim. Any settlement by Licensee is subject to Licensoe's written approval, not to be unreasonably withheld, delayed or conditioned (except that any settlement requiring any admission of liability shall be subject to Licensor's written approval in its sole discretion). In the event Licensor wishes to retain counsel, it shall be at its own expense. NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR LOSS OF ANTICIPATORY PROFITS OR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, LOST BUSINESS OPPORTUNITIES, IMPERFECT COMMUNICATIONS, MARKET SHARE OR CONSEQUENTIAL DAMAGES ("CONSEQUENTL L DAMAGES") INCURRED IN CONNECTION WITH THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO ANY CONSEQUENTIAL DAMAGES ARISING FROM OR RELATED TO ANY NETWORK DISRUPTION, MALFUNCTION, DISRUPTION OF SERVICE, INADVERTENT DISCLOSURE OR THEFT OF OCCUPANT INFORMATION, VANDALISM, FORCE MAJEURE, OR ANY OTHER REASON, EVEN IF THE PARTIES CONTEMPLATED THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. Section 5.02 Worker's Compensation and Employers' Liability Insurance Pursuant to the California Labor Code Section 1861, Licensee acknowledges awareness of Section 3700 et seq, of said code, which requires every employer to be insured against liability for workers' compensation. Licensee covenants that it will comply with all such laws and provisions prior to the encroachment into the Public Right of Way pursuant to this license. As required by the State of California, Licensee shall maintain such Workers' Compensation Insurance per Statutory Limits, and Employer's Liability insurance in an amount of not less than One Million Dollars ($1,000,000) per accident for bodily injury or disease, at all times incident hereto, in forms and underwritten by insurance companies satisfactory to the City. Section 5.03 General Liability Insurance (must be modified) In addition to the workers' compensation and employer's liability insurance and Licensee's covenant to defend, hold harmless and indemnify CITY, Licensee shall obtain and furnish to CITY if requested policy of general public liability insurance, including motor vehicle coverage covering the Project/Premises. This policy shall indemnify Licensee, its officers, employees and agents while acting within the scope of their duties, 17-61171169073/MV DO NOT RECORD Site License Agreement DO NOT RECORD Page 10 of 28 against any and all claims arising out or in connection with the Project/Premises, and shall provide coverage, on ISO form CG 00 01 or equivalent, in not less than the following amount: combined single limit bodily injury and property damage, including products/completed operations liability and blanket contractual liability, of Ten Million Dollars ($10,000,000) per occurrence and in the aggregate, which may be a combination of primary and excess coverage. If coverage is provided under a form which includes a designated general aggregate limit, the aggregate limit must be no less than Ten Million Dollars ($10,000,000) for this Project/Premises, which may be a combination of primary and excess coverage. This policy shall name the CITY, its officers, elected or appointed officials, employees, agents, and volunteers as Additional Insureds, and shall specifically provide that any other insurance coverage available to the City, which may be applicable to the Project/Premises, shall be deemed excess coverage and that Licensee's insurance shall be primary. Licensee shall be responsible for causing all Subcontractors/Sub licensees and/or any other entity using the premises to maintain the same types and limits of insurance coverage as that required of Licensee by this Agreement. Section 5.04 Automobile Liability Insurance The Licensee shall maintain automobile liability insurance covering bodily injury and property damage for all activities of the Licensee arising out of or in connection with the work to be performed and the premises mentioned under this Agreement, including coverage for owned, hired, and non -owned vehicles, in an amount not less than Five Million Dollars ($5,000,000) combined single limit for each occurrence and in the aggregate, which may be a combination of primary and excess coverage. Section 5.05 Property Insurance Before entering the Premises, Licensee shall provide evidence of property insurance this policy shall be on a replacement cost basis and shall not contain a coinsurance penalty provision. The Property insurance policy shall be on an "all risk" form, CP 10 30 or equivalent form. Licensor shall not be responsible for premiums or assessments on the policy. A complete and signed certificate of insurance required by this Section shall be filed with City prior to the execution of this Agreement. Upon the expiration of any such policy, a signed and complete certification of insurance showing that coverage has been renewed, shall be filed with City. Section 5.06 Certificates of Insurance; Additional Insured Endorsements Prior to the execution of this Agreement, Licensee shall furnish to City certificates of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverages as required by this Agreement; said certificates shall provide the name and policy number of each carrier and policy, and shall state that the policy is currently in force and shall promise to provide that such policies will not be canceled without prior 17-6117/169073YMV DO NOT RECORD Site License Agreement _ DO NOT RECORD Page 11 of 28 written notice to City. Licensee shall maintain the foregoing insurance coverages in force until this Agreement is terminated. The requirement for carrying the foregoing insurance shall not derogate from the provisions for indemnification of the City by Licensee under this Agreement. The City or its representative shall at all times have the right to demand the original or a copy of all said policies of insurance. Licensee shall pay, in a prompt and timely manner, the premiums on all insurance hereinabove required. A separate copy of the additional insured endorsement to each of Licensee's insurance policies, naming the City, its officers, elected or appointed officials, employees, agents, and volunteers as Additional Insureds shall be provided to the City Attorney for approval prior to the encroachment into the Public Right of Way pursuant to this License. Section 5.07 Waiver of Subrogation All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against the City, its officers, elected or appointed officials, employees, agents and volunteers, or shall specifically allow Licensee, or others providing insurance evidence in compliance with these specifications, to waive their right of recovery prior to a loss. Licensee hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its sub -licensees. Section 5.08 Reserved Section 5.09 Insurance Hazards Licensee shall not commit or permit the commission of any acts on said Premises nor use or permit the use of said Premises in any manner that will increase the existing rates for or cause the cancellation of any property, liability or other insurance policy insuring the Property, said Premises, or the improvements on said Premises. Licensee shall, at its sale cost and expense, comply with any and all requirements of insurance carriers necessary for the continued maintenance at reasonable rates of property, liability, and other insurance policies on the Property, said Premises, and the improvements on said Premises. ARTICLE 6 — TERMINATION AND DEFAULT Section 6.01 Termination in the Event of Casualty or Condemnation (a) In the event of any damage, destruction or condemnation of the Property, which renders the Property unusable or inoperable in Licensor's and Licensee's judgment, Licensee shall have the right, but not the obligation, to terminate the Agreement with respect to the Property in question by giving written notice to Licensor within thirty (30) days after such damage, destruction or condemnation, if by virtue of such damage, destruction or condemnation, Licensor and Licensee determine that the Property are no 17-6117/169073/MV DO NOT RECORD Site License Agreement DO NOT RECORD Page 12 of 28 longer adequate for Licensee to continue its operations, or that any repairs to the Property necessary for Licensee to continue its operations have not been completed or cannot reasonably be completed within sixty (60) days from the date of the damage, destruction or condemnation. (b) In the event of condemnation, unless Licensee is allowed by the condemning authority to continue its operations on the Property, the Agreement shall terminate as of the date title to the Property and/or Property vests in the condemning authority or Licensee is required to cease its operations, whichever is earlier. If any property described herein or hereinafter added hereto is taken in eminent domain, Licensee's entitlement to any award or payments, if any, shall be limited to relocation benefits afforded to Licensee pursuant to State or Federal eminent domain / condemnation laws shall be entitled to any and all awards, payments and relocation benefits afforded to them through local, State or Federal eminent domain / condemnation laws. If the Property is taken by eminent domain, the entire award shall be paid to the Licensor. Section 6.02 Termination (a) Notwithstanding Section 11.04, this Agreement may be terminated on thirty (30) days prior written notice as follows: (1) by either party upon a material breach of any covenant or term, material or otherwise, hereof by the other party, which default is not cured within thirty (30) days of receipt of written notice of the default, provided that the grace period for any monetary default is fifteen (15) days from receipt of notice, or (2) by Licensee if Licensee is unable to occupy and utilize the Property due to any action of the Federal Communications Commission, including without limitation, a take back of channels or change in frequencies. (b) Licensee may terminate this Agreement at any time upon ninety (90) days prior written notice to the Licensor, subject to subsection (c) of Section 6.02, If Licensee terminates this Agreement prior to ten (10) years from execution of this Agreement, then Licensor shall utilize performance bond to remove and re -install street light poles. (c) Licensee shall have the right to terminate this agreement or portion there of by exercise a buyout option ("Buyout") in which Licensee desiring to terninate this Agreement or any portion thereof shall remit to Licensor the sum of twelve (12) months' License Fees, 17-6117t169073/MV DO NOT RECORD Site License Agreement DO NOT RECORD Page 13 of 28 Section 6.03 Relocation and Assistance In the event this Agreement is terminated, Licensee shall not be entitled to any relocation rights or benefits and expressly waives such benefits and rights under city, state or federal relocation assistance plans. ARTICLE 7 — ASSIGNMENT, ABANDONMENT, DEFAULT, INSOLVENCY Section 7.01 Permitted Assignment Licensee may assign this Agreement (or any of its rights and/or obligations, including individual Smart Poles) to: (a) its ultimate parent corporation, wholly -owned subsidiary of its ultimate parent corporation without consent; or (b) a third -party telecommunications provider or to any present or future Affiliate of Philips to which Philips transfers all, or substantially all, of its lighting business, or any other entity upon Licensoe's written consent, which shall not be unreasonably conditioned or withheld. As a condition precedent to any assigmment, assignee must accept and agree to the terms and conditions of this License. Assignment shall not relieve Licensee from any covenants and conditions set forth herein. Default or breach of the terms of this Agreement or any Wireless Permit shall be reasonable cause for Licensor to deny, condition or withhold consent to assign this License. Notwithstanding the foregoing, Licensor hereby expressly consents and agrees to an assignment of this Agreement by Licensee to an Affiliate of American Tower Corporation ("Proposed Assignee"), which consent shall be memorialized by execution of an assignment and assumption agreement between the parties. For purposes of this section, `'Affiliate" means with respect to any legal entity, any other legal entity directly or indirectly "controlling", "controlled" by or under common "control" with the first legal entity on or after the date of this Agreement. For the purposes of this definition, "control" means the possession, directly or indirectly, of the power to (i) vote more than fifty percent (50%) of the voting securities of such legal entity or (ii) direct or cause the direction of the management and policies of such legal entity, whether through the ownership of voting securities, by contract or otherwise, and the terms "controlling" and "controlled" have meanings correlative to the foregoing. Section 7.02 Abandonment by Licensee Should Licensee breach this Agreement and abandon the Property prior to the expiration of the Tenn, Licensor may: (a) Continue this Agreement in effect by not terminating Licensee's right to the Property, in which event Licensor shall be entitled to enforce all its rights and remedies under this Agreement, including the right to recover the rent/consideration specified in this Agreement as it becomes due under this Agreement; or 17-6117/169073/MV DO NOT RECORD Site License Agreement DO NOT RECORD Page 14 of 28 (b) Terminate this Agreement and recover from Licensee: 1. The worth at the time of award of the unpaid rent which has been earned at the time of termination of the Agreement, or the sum of one (1) year's rent, whichever is greater, and 2. The worth at the time of award of the amount by which the unpaid rent which would have been earned after termination of the Agreement until the time of award exceeds the amount of rental loss that Licensee proves could have been reasonably avoided; and 3. The worth at the time of award of the amount by which the unpaid rent for the balance of the term of this Agreement after the time of award exceeds the amount of rental loss that Licensee proves could be reasonably avoided; and 4. Any other reasonable amount necessary to compensate Licensor for all detriment proximately caused by Licensee's failure to perform its obligations under this Agreement. 5. Licensor at its sole discretion may utilize the surety bond to cover expenses for the removal of the Smart Poles and re -installation of street lights, including all work needed to restore the Property to its original condition. Section 7.03 Default by Licensee Should Licensee commit a breach of its obligations contained in this Agreement, and fail to cure such material breach upon at least forty-five (45) days' notice and opportunity to cure, Licensor may, in addition to any remedy specified herein, re-enter and regain possession of the Property and require Licensee to remove all of Licensee's Smart Poles and reinstall new street light poles which comply with governmental regulations and requirements at the Property upon demand by the Licensor. The Licensor shall utilize the surety performance bond to cover costs of removal of all costs to remove Licensee's Smart Poles, reinstall new street light poles, and restore the Property to its original condition. Section 7.04 Insolvency of Licensee The insolvency of Licensee as evidenced by a receiver being appointed to take possession of all or substantially all of the property of Licensee, or the making of a general assignment for the benefit of creditors by Licensee, or the filing of a petition in bankruptcy by Licensee shall terminate this Agreement and entitle Licensor to re-enter and regain possession of the Property. 17-6117/169073JMV DO NOT RECORD Site License Agreement — DO NOT RECORD Page 15 of 28 Section 7.05 Cumulative Remedies The remedies given to Licensor in this Agreement shall not be exclusive, but shall be cumulative and in addition to all remedies now and hereafter allowed by law or elsewhere provided in this Agreement. Section 7.06 Waiver of Breach The waiver by either party of any of the provisions of this Agreement shall not constitute a continuing waiver or a waiver of any subsequent enforcement of the same or another provision of this Agreement. ARTICLE S — QUIET ENJOYMENT Licensor warrants that: (1) Licensor has the requisite rights of access in order to enter into this Agreement and issue any Wireless Permit thereto; (2) Licensor has full rights to make this Agreement; and (3) Licensor covenants and agrees with Licensee that upon Licensee paying the Ongoing License Fee and observing and performing all the terms, covenants and conditions on Licensee's part to be observed and performed, Licensee may peacefully and quietly enjoy the Property; subject, nevertheless, to the terms and conditions of this Agreement and Wireless Permit. ARTICLE 9 — BONDS 9.01 Security for Performance The purpose of the performance security is to insure faithful performance of Licensee's covenants for maintenance, repair or replacement of the Smart Poles, timely payment of all revenues due the Licensor (including without limitation, pen -nit fees, business license fees), and reinstallation of standard street light poles that conform with any and all governmental regulations having jurisdiction at the time of re -installation, due to insolvency, abandonment or default, by the Licensee. Licensee shall obtain a performance bond acceptable to the City, to guarantee the sum of two million dollars ($2,000,000.00), calculated at the price of ten thousand dollars ($10,000.00) per standard street light pole. The bond shall be in a form acceptable to the Licensor Attorney and shall be submitted concurrently with the effective date of this License. 17-611711690731MV DO NOT RECORD Site License Agreement DO NOT RECORD Page 16 of 28 ARTICLE 10 — HAZARDOUS MATERIALS Section 10.01 Hazardous Materials Licensee represents and warrants that its use of the Property herein will not generate any hazardous substance, and it will not store or dispose on the Property nor transport to or over the Property any hazardous substance in violation of any applicable law. Licensee further agrees to clean-up and remediate any hazardous substance on the Property brought onto the Property by Licensee, and hold Licensor harmless from and indemnify Licensor against any release of any such hazardous substance and any damage, loss, or expense or liability resulting from such release including all attorneys' fees, costs and penalties incurred as a result thereof. "Hazardous substance" shall be interpreted broadly to mean any substance or material defined or designated as hazardous or toxic waste, hazardous or toxic material, hazardous or toxic or radioactive substance, or other similar term by any federal, state or local environmental law, regulation or rule presently in effect or promulgated in the future, as such laws, regulations or rules may be amended from time to time; and it shall be interpreted to include, but not be limited to, any substance which after release into the environment will or may reasonably be anticipated to cause sickness, death or disease. ARTICLE 11 —MISCELLANEOUS Section 11.01 Force Majeure — Unavoidable Delays Should the performance of any act required by this Agreement to be performed by either Licensor or Licensee be prevented or delayed by reason of an act of God, strike, lockout, labor troubles, inability to secure materials, restrictive governmental laws or regulations, or any other cause except financial inability not the fault of the party required to perform the act, the time for performance of the act will be extended for a period equivalent to the period of delay, and performance of the act during the period of delay will be excused. Provided, however, that nothing contained in this section shall excuse the prompt payment of rent by Licensee as required by this Agreement or the performance of any act rendered difficult solely because of the financial condition of the parry, Licensor or Licensee, required to perform the act. Section 11.02 Notice Any written notice or required submittals, given under the terms of this Agreement, shall be delivered personally, or mailed, certified mail, postage prepaid, addressed to the party concerned as follows: 17-6117/169073/MV DO NOT RECORD Site License Agreement DO NOT RECORD Page 17 of 28 TO LICENSEE: Philips Lighting North America Corporation 200 Franklin Square Drive Somerset, NJ 08873 Email: Willialn.McShane@philips.com Attn: Bill McShane With a copy to: Philips Lighting North America Corporation 200 Franklin Square Drive Somerset, NJ 08873 ATTN: General Counsel TO LICENSOR: CITY OF HUNTINGTON BEACH Attention: Office of Business Development 2000 Main Street Huntington Beach, CA 92648 Phone: (714) 536-5445 Licensor or Licensee may from time to time designate any other address for this purpose by written notice to the other party. Section 11.03 Contract Administrator The Deputy Director of Business Development, or his/her designee, shall be City's Contract Administrator for this Agreement and all approval and notices required to be given herein shall be so directed and addressed. Section 11.04 Compliance with Laws Licensee shall , at Licensee's sole cost and expense, comply with all statutes, ordinances, regulations, and requirements of all governmental entities, including federal and state and county and municipal, relating to Licensee's use and occupancy of the Property and Licensee's Smart Poles and ancillary equipment, whether such statutes, ordinances, regulations and requirements be now in force or hereinafter enacted. The judgment of any court of competent jurisdiction, or the admission by Licensee in a proceeding brought against Licensee by any government entity, that Licensee has violated any such statute, ordinance, regulation or requirement shall be conclusive as between Licensor and Licensee and shall be deemed a breach of contract and grounds for termination of this Agreement by Licensor if such violation is not remedied within the time specified by 17-6117/169073/MV DO NOT RECORD Site License Agreement DO NOT RECORD Page 18 of 28 such judgment or order. If Licensee fails to remedy said violations within the time specified by such judgment or order then Licensor may terminate the Agreement and Licensee shall remove Smart Poles and ancillary equipment and restore the Property to its original condition, including the installation of new City Poles. Licensee shall, at Licensee's sole cost and expense, obtain all permits and other governmental approvals required in connection with Licensee's activities hereunder. Section 11.05 Binding on Heirs and Successors This Agreement shall be binding on and shall inure to the benefit of the heirs, executors, administrators, successors and assigns of the parties hereto. The provisions of this Section shall not be deemed to be a waiver of any of the conditions against assignment set forth herein. Section 11.06 Interpretation of this Agreement The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. If any provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be unenforceable, void, illegal or invalid, such holding shall not invalidate or affect the remaining covenants and provisions of this Agreement. No covenant or provision shall be deemed dependent upon any other unless so expressly provided here. As used in this Agreement, the masculine or neuter gender and singular or plural number shall be deemed to include the other whenever the context so indicates or requires. Nothing contained herein shall be construed so as to require the commission of any act contrary to law, and whenever there is any conflict between any provision contained herein and any present or future statute, law, ordinance or regulation contrary to which the parties have no right to contract, then the latter shall prevail, and the provision of this Agreement which is hereby affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law. Section 11.07 Waste or Nuisance Licensee shall not commit or permit the commission by others of any waste on the Property. Licensee shall not maintain, commit, or permit the maintenance or commission of any nuisance as defined in Section 3479 and/or Section 3480 of the California Civil Code on the Property; and Licensee shall not use or permit the use of the Property for any unlawful purpose. Section 11.08 Repairs Licensee shall not be required to make any repairs to the Property, except for damages to the Property caused by Licensee, its employees, agents, contractors, and subcontractors. 17-611711690731MV DO NOT RECORD Site License Agreement _ DO NOT RECORD Page 19 of 28 Section 11.09 Time of Essence Time is expressly declared to be the essence of this Agreement. Section 11.10 Governing Law This Agreement shall be governed under the laws of the State of California, and any and all actions initiated under this Agreement shall be brought solely and exclusively in a court of competent jurisdiction in the County of Orange, State of California, and no other court. Section 11.11 Survival Terms and conditions of this Agreement which by their sense and context survive the termination or expiration of this Agreement, shall so survive. Section 11.12 Public Necessity Licensor may, upon three (3) months notice in writing to Licensee, suspend or revoke this Agreement without liability to Licensee when public necessity so requires, or suspend operation immediately hereunder, without any advance notice and without any liability to Licensee, in the event of public emergency, as may be determined by the Licensor Administrator. Such suspension will terminate when the public necessity or emergency no longer exists. Section 11.13 Conflict of Interest Licensee warrants and covenants that no official or employee of Licensor nor any business entity in which an official or employee of Licensor is interested (1) has been employed or retained to solicit or aid in the procuring of this Agreement; or (2) will be employed in the performance of this Agreement without the immediate divulgence of such fact to Licensor. In the event Licensor determines that the employment of any such official, employee or business entity is not compatible with such official's or employee's duties as an official or employee of the Licensor, Licensee, upon request of Licensor, shall terminate such employment immediately. For breaches or violations of this Section, Licensor shall have the right both to annul this Agreement without liability, and, in its sole discretion, recover the full amount of any such compensation paid to such official, employee or business entity. Section 11.14 Attorney's Fees In the event suit is brought by either party to enforce the terms and provisions of this Agreement or to secure the performance hereof, each party shall bear its own attorney's fees. 17-6117/169073/MV DO NOT RECORD Site License Agreement. DO NOT RECORD Section 11.15 Captions Page 20 of 28 Captions used in this Agreement are for ease of reference only and shall not affect the construction or interpretation of this Agreement. Section 11.16 Duplicate Original The original of this Agreement and one or more copies hereto have been prepared and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original. Each of the parties hereto shall retain an originally signed copy hereof. Each duplicate original shall be deemed an original instrument as against any party who has signed it. Section 11.17 Sole and Only Agreement This Agreement constitutes the entire agreement and understanding between Licensor and Licensee respecting the Property, the licensing of the Property to Licensee, or the license Term herein specified, and correctly sets forth the obligations of Licensor and Licensee to each other as of its date. Any agreements or representations respecting the Property or their licensing between the parties not expressly set forth in this instrument are null and void. This Agreement or any part of it may not be changed, altered, modified, limited or extended orally or by any Agreement between the parties, unless such Agreement is expressed in writing, signed and acknowledged by Licensor and Licensee, or their successors in interest. Section 11.18 Confidentiality Each party acknowledges that it may come in contact with confidential and proprietary information of the other party ("Proprietary Information") through its performance of this Agreement. For the purpose of this Agreement, Proprietary Information includes, but is not limited to, the existence of this Agreement, hardware and software design data, engineering data, scientific data, specifications, instructions for use and training materials, methods, operations, technical information, designs, processes, procedures, passwords, discoveries, patents, patent applications, trade secrets, concepts, ideas, and other intellectual property of a party or its affiliates. Each party will hold in confidence all such Proprietary Information and will use such information solely for the purpose of this Agreement. This obligation will endure permanently. Proprietary Information does not include information which (i) is or hereafter becomes a part of the public domain without breach of this Agreement; (ii) was already known to the receiving party prior to disclosure by the disclosing party; (ii) is disclosed to the receiving party by a third party without an obligation of confidentiality; (iv) must be disclosed by the receiving party to comply with any requirement of law or any administrative or judicial action or subpoena, provided that the receiving party will notify the disclosing party prior to disclosure so that the disclosing party may, at its expense, take appropriate steps to protect its proprietary rights; or (v) where disclosure is reasonably required in connection with any lawsuit 17-6117/169073/MV DO NOT RECORD Site License Agreement _ DO NOT RECORD Page 21 of 28 between Licensee and the CITY. Nothing herein shall prevent Licensee from disclosing this Agreement, the location or other details concerning Smart Poles to Licensee's current or potential Customers, as well as current or potential purchasers, investors, lenders, assignees, sublicensees, or licensees. Section 11.19 Material Provisions All terms and conditions referenced herein are material provisions and breach of any one of these terms and conditions shall trigger the termination process. Individual references to material provisions are for emphasis only and shall not be taken to effect the materiality of any other provision. (SIGN,4TURES ON THE FOLLOWING R4GE) 17-6117/169073/MV DO NOT RECORD Site License Agreement DO NOT RECORD Page 22 of 28 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers the day, month and year first written above. LICENSEE: LICENSOR: CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California Print narrie Date: Mayor ATTEST: ITS. (cirele one) Chainnan/President/Vice City Cleric President APPROVED ADO F C Print name Date: ITS: (circle one) Chairman/President/Vice President I1j61TIATED AN APPROVED: tt ' Deputy Director of F �siness Development REVIEWED AND APPROVED: City Manager List of Exhibits: Exhibit "A": Property (List of City Poles) Exhibit "B": Map of Pole Locations Exhibit "C": Smart Poles & Licensee/Licensor Maintenance Responsibilities Exhibit "D": Licensee's & Sublicensee Facilities Exhibit "E": Deployment Fee Payment Schedule Exhibit "F": Deployment Zones 17-611711690731MV DO NOT RECORD 14 '45 • I7 Location Latitude Longitude xcoord ycoord Comment Voltage CircuitNm CirctDesc Photo Cell SvcLocatin 1 33-660882 •117.998773 6029558.775 2188560.401 240 Main Orange to 6th Service N/S Orange - Btwn Main &amp; Sth 2 33.660689 -117.998943 6029505,952 2189490.822 240 Main Orange to 6th Service N/S Orange - Btwn Main &arnp; Sth 3 33.660309 -117.999971 6029495.16 2188352.801 240 Main Orange to 6th Service N/S Orange - Stwn Main &amp; 5th 4 33.660421 -117.998774 6029555,651 2188392-56 240 Main Orange to 6th Service N/S Orange - Btwn Main &amp; 5th 5 33.65997 -117.998976 6029491.397 2198229.609 240 Main Orange to 6th Service N/S Grange - 8twn Main &amp; 5th 6 33.659914 -117.999255 6029406.199 2188210.528 240 Main Orange to 6th Service N/S Grange - Btwn Main &amp; 5th 7 33.659814 -117,999135 6029442.142 2198173.697 240 Main Orange to 6th Service N/5 Grange - Btwn Main &amp; 5th 8 33.659736 -117.999463 6029341.856 2188147,073 240 Main PCH to Orange Service S/S Olive - Btwn Main &amp; 3rd 9 33.659643 -117.999321 6029394.455 2188112.461 240 Main PCH to Orange Service 5/5 Olive -13twn Main &amp; 3rd 10 33.65894 -1.3.8,000047 60291S9.478 2187860.416 240 Main PCH to Orange Service 5/5 ©live - Btwn Main &amp; 3rd 11 33.65904 -118.000145 6029130.191 2187897.246 240 Main PCH to Orange Service S/5 Olive - Btwn Main; &amp; 3rd 12 33.659089 -117.999872 6029213.615 2187913.665 240 Main PCH to Orange Service S/S Olive - Btwn Main &amp; 3rd 13 33.659276 -117.999679 6029273,52 2187980.669 240 Main PCH to Orange Service S/5 Olive - Btwn Main &amp; 3rd 14 33.659437 -117.999516 6029324.106 2188038,356 240 Main PCH to Orange Service S/S Olive - Btwn Main &amp; 3rd 15 33.659563 -117.999622 6029292.49 2188084,894 240 Main PCH to Orange Service 5/5 Olive - Btwn Main &amp; 3rd 16 316S9434 -1.17.999734 6029257.545 2188038.301 240 Main PCH to Orange Service S/S Olive - Btwn Main &amp; 3rd 17 33.659279 -117.999915 6029201.522 2187982.833 240 Main PCH to Orange Service S/S Olive - Btwn Main &amp; 3rd 18 33.658447 -119.000555 6029001.693 2187683,559 240 Main PCH to Orange Service S/S Olive - Btwn Main &amp; 3rd 19 33.658881 -118.000341 6029069.625 2187840.214 240 Main PCH to Orange Service S/S Olive - Btwn Main &amp; 3rd 20 33.658785 -11&000208 602.9109.583 2187804.534 240 Main PCH to Orange Service S/S Olive - Btwn Main &amp; 3rd 21 33.65963 -118.0130344 602.9067.065 2187749,155 240 Main PCH to Orange Service S/5 Olive - Btwn Main &amp; 3rd 22 33.658698 -118.000534 602.9009.6S1 2187774.754 240 Main PCH to Orange Service S/S Olive - Stwn Main &amp; 3rd 23 33.658545 -118.00D693 6028960.536 2187719.85 240 Main PCH to Orange Service S/S Olive - Stwn Main &amp; 3rd 24 33.658101 -118.OD0917 6029989.701 2187559.358 240 Main PCH to Orange Service S/5 Olive - Btwn Main &amp; 3rd 25 33.558195 -11&D01045 6028951.302 2187594.465 240 Main PCH to Orange Service S/S Olive - Stwn Main &amp; 3rd 26 33.658262 -118,00072E 6029948,746 2187617.072 240 Main PCH to Orange Service 5/S Olive - Pawn Main &amp; 3rd 27 33.658393 -118.000858 6028909.449 2187665.41 240 Main PCH to Orange Service S/S Olive - Btwn Main &amp; 3rd 28 33.657923 -118.0011 6028832.728 2197495.535 240 Main PCH to Orange Service 5/5 ©live - Btwn Main &amp; 3rd 29 33.65801S -118.001228 6028794-408 2197529.596 240 Main PCH to Orange Service S/S Olive - Btwn Main &amp; 3rd 30 33.657386 -118.001885 6028590.585 2187304.088 240 Main PCH to Orange Service S/S Olive Btwn Main &amp; 3rd 31 33.657287 -118.001751 6028630.746 2197267.651 240 Main PCH to Orange Service 5/S Olive Btwn Main &amp; 3rd 32 33.65772 -118.001532 6028700,009 2197424.1 240 Main PCH to Orange Service S/S Olive - Btwn Main &amp; 3rd 33 33.657582 -118.00144 6028727,26 2187373.191 240 Main PCH to Orange Service S/S Olive - Btwn Main &amp; 3rd 34 33.657434 -118,001596 6028678.943 2187320.387 240 Main PCH to Orange Service S/S Olive - Btwn Main &amp; 3rd 35 33.657537 -118.001729 6028639.18 218735B.463 240 Main PCH to Orange Service S/S Olive - Btwn Main &amp; 3rd 36 33.661152 -117.998776 6029559.516 2189659,723 240 Main Orange to 6th Service N/S Orange - Btwn Main &amp; Sth 37 33.690971 -118.031234 6019907,547 2196036.663 Street Light 240 Seapoint PCH to Palm Service W/S Seapoint, Btwn PCH/Palm 38 33.680654 -118.031662 6019675,557 2195923,603 Street Light 240 Seapoint PCH to Palm Service W/S Seapoint, Btwn PCH/Palm 39 33.680584 -118.031333 6019775.047 2195896,445 Street Light 240 Seapoint PCH to Palm Service W/S Seapoint, Btwn PCH/Palm 40 33.680314 -119.031663 6019672.901 2195799,871 Street Light 240 Seapoint PCH to Palm Service W/S Seapoint, Btwn PCH/Palm 41 33.681226 -118.030727 6019963,551 2196126.737 Street Light 240 Seapoint PCH to Palm Service W/S Seapoint, Btwn PCH/Palm 42 33.6867 -118.01928 6023479.205 2198059.219 Street Light 240 Seapoint Doral to Garfield Service Garfield/Seapoint 43 33.684782 -118.021791 6022703.563 2197374.24 Street Light 240 Seapoint Doral to Garfield Service Garfield/Seapoint 44 33.689881 -117.998587 6029792.363 2199110.402 240 Promenade Gothard to Main Service S/S Promenade - W/Seagate 45 33.659364 -119.000969 6028881.337 2188019,107 240 Sth Walnut to Orange Service E/S 5th, S Orange 46 33.659595 -118.001012 6028869.853 2188103.438 240 5th Walnut to Orange Service E/S Sth, S Orange 47 33.660283 -118.000305 6029089.047 2188350.196 240 5th Walnut to Orange Service E/S Sth, S Orange 48 31658741 -118.001987 6028598.361 2187797,37 240 5th Walnut to Orange Service E/S 5th, 5 Orange 49 33.658631 -118.001719 6029648.812 21B7756.353 240 5th Walnut to Orange Service E/S 5th, 5 Orange 50 33.689584 -117.997873 6030007.829 2198998,414 240 Promenade Gothard to Main Service S/S Promenade - W/Seagate 51 33,661045 -118-000594 6029005.892 2188629 240 6th Orange to Main Service Pecan - behind Library 52 33,661408 -118,000185 6029132.61 2189758.931 240 6th Orange to Main Service Pecan - behind Library 53 33.66156 -117,999535 6029331.075 2189811.046 240 6th Orange to Main Service Pecan- behind Library 54 33,661678 -117,999924 6029213.638 2188855.665 240 6th Orange to Main Service Pecan -behind Library 55 33.661288 -11&000609 6029002.66 2189717.394 240 6th Orange to Main Service Pecan -behind Library 56 33,659683 -117,999153 6029429.792 2187762.213 240 3rd Walnut t4 Orange Service S/S Olive htwn Main &amp; 3rd 57 33.659147 -117.99868 6029576.608 2187929.739 240 3rd Walnut to Orange Service S/S Olive btwn Main &amp; 3rd 58 33.68931.9 -117.998554 6D29799 21989D5.713 240 Seagate South of Promenade Service S/S Promenade, W of Seagate 59 33.688833 -117.99908 6029635.997 2198731.576 240 Seagate South of Promenade Service S/S Promenade, W of Seagate 60 33.662968 -117.993838 6031072.923 2189294.151 240 California Detroit to Geneva Service N/S Geneva - E/California 61 33,661147 -117.993813 6031069.639 218BG31.332 240 California Detroit to Geneva Service N/S Geneva - E/California 62 33.660443 -117.993802 6031068.628 2188375.198 240 California Detroit to Geneva Service N/S Geneva - E/California 63 33.660494 -117.994888 6030738.471 2188399,342 240 Huntington Detroit to Lincoln Service N/S Hartford - E/Huntington 64 33.662027 -117.995056 6030696.838 2188958.105 240 Huntington Detroit to Lincoln Service N/S Hartford - E/Huntington 65 33.663162 -117.995072 603D698.757 2189370.872 240 Huntington Detroit to Lincoln Service N/S Hartford - E/Huntington 66 33.66477 -117.994949 6030745.945 2189955.442 240 Huntington Detroit to Lincoln Service N/S Hartford - E/Huntington 67 33.667493 -117.995131 6030707,309 2190947,006 240 Huntington Detroit to Lincoln Service N/S Hartford - E/Huntington 68 33.657087 -11.8,002203 6028492 2187196,914 480 Pier Pier Pier Electric Room Pier Electric Room 69 33.656979 -118.002055 6028536.614 2187157,209 480 Pier Pier Pier Electric Room Pier Electric Room 70 33.656907 -118.002128 6028513.861 2197131.333 480 Pier Pier Pier Electric Room Pier Electric Room 71 33.657016 -118,002277 6028469.248 2187171,485 480 Pier Pier Pier Electric Room 'Fier Electric Room 72 33.656946 -118.002348 6028447.078 2187146.689 480 Pier Pier Pier Electric Room Pier Electric Room 73 33.656834 -118.002202 6028490.886 2187105.012 480 Pier Pier Pier Electric Room Pier Electric Room 74 33.661982 -117.998806 6029555.618 2188960.784 240 Main 6th to Acacia Service Pecan - behind Main St. Library 75 33.662388 -117.998979 6029505.235 2189109.414 240 Main 6th to Acacia Service Pecan - behind Main St. Library 76 33.662077 -117.9989883 6029502.378 2188996.129 240 Main 6th to Acacia Service Pecan - behind Main St. Library 77 33.671203 -118.001546 6029778.24 2192329.797 120 Main 14th to 17th Service S/S Utica - W/Main 78 33.67196 -118.001556 6028779.854 2192605.08 120 Main 14th to 17th Service S/S Utica - W/Main 79 33,672982 -118.001567 6028782.758 2192977.18 120 Main 14th to 17th Service S/S Utica - W/Maier 80 33,673782 -118.001582 6028783,081 2193268,276 120 Main 14th to 17th Service S/S Utica - W/Main 81 33.675099 -118.001611 6028782,436 2193747.52 120 Main 14th to 17th Service S/S Utica - W/Mahn 82 33.674744 -11&001602 6028782.758 2193618,431 120 Main 14th to 17th Service S/S Utica - W/Main 83 33,663864 -117.998831 6029559.319 2199645.529 240 Main Acacia to Palm, East Side Service Pecan - behind Library 84 33.663246 -117,998822 602.9558.35 2189420.619 240 Main Acacia to Palm, East Side Service Pecan - behind Library 85 33.675815 -118.001599 6028793.404 2194008.047 240 Main 17th to Yorktown Service S/S Yorktown - W/Main 86 33.675383 -119.001617 6078792,193 2193850.713 240 Main 17th to Yorktown Service 5/5 Yorktown - W/Main 87 33.676187 -119,00159 6028795.273 2194143.331 240 Main 17th to Yorktown Service S/S Yorktown - W/Main 88 33.676925 -118,001617 6028791.536 2194412.032 240 Main 17th to Yorktown Service S/S Yorktown - W/Main 89 33.6773 -118,001625 6028791.536 2194548.438 240 Main 17th to Yorktown Service S/S Yorktown - W/Main 90 33.678048 -118.001634 6028793.404 2194820.502 240 Main 17th to Yorktown Service S/S Yorktown - W/Main 91 33.678392 -118,001652 6028790,041 2194945.696 240 Main 17th to Yorktown Service S/S Yorktown - W/Main 92 33.678752 -118,001665 6028788.173 2195076.87 240 Main 17th to Yorktown Service S/S Yorktown - W/Main 93 33.681019 -118.001562 6028931262 2195900.973 120 Main Yorktown to Clay Service S/S Clay - W/Main 94 33.682204 -118,001.134 6028970.808 21%330.173 120 Main Yorktown to Clay Service S/S Clay - W/Main 95 33.684466 -118.000112 6029295,488 2197148.023 120 Main Clay to Holly Service S/S Clay - W/Main 96 33.683661 -118.000525 6029165.001 2196857.009 120 Main Clay to Holly Service 5/5 Clay - W/Main 97 33.656984 -117.999731 6029243.545 2187147.088 Street Light 240 Walnut 2nd to Main Service S/S Olive - Btwn Main &amp; 3rd 98 33.657292 -117.999998 6029194-587 2187259.796 Street Light 240 Walnut 2nd to Main Service S/S Olive - Btwn Main &amp; 3rd 99 33.657358 -118.000258 6029082,607 2187285.63 Street Light 240 Walnut 2nd to Main Service S/S Olive - Btwn Main &amp; 3rd 100 33.657645 -118.000336 6029063,544 2187390,734 Street Light 240 Walnut 2nd to Main Service 5/S Olive - Btwn Main &amp; 3rd 101 33,657624 -118,000618 6028977,712 2187384.38 Street Light 240 Walnut 2nd to Main Service 5/5 Olive - Btwn Main &amp; 3rd 102 33.684679 -118.004046 6028100.191 2197245,482 240 Stewart St. Clay to Garfield Service S/S Clay - E/Stewart 103 33.68303 -118.004026 6028096.371 2196645.383 240 Stewart St. Clay to Garfield Service S/5 Clay - E/Stewart 104 33.682911 -118.001604 6028832.256 2196589.646 240 Clay Main to Stewart Service S/S Clay - E/Stewart 105 33.689572 -117.994308 6031092.012 2198975.891 120 Main Garfield to Delaware Service W/5 Huntington - N/Main 106 33.689916 -117.993907 6031215.896 2199099,334 120 Main Garfield to Delaware Service W/S Huntington - N/Main 107 33,692832 -117.990501 6032269.717 2200142,821 120 Main Florida to Beach Service E/S Florida - 5/Main 108 33.693179 -117.99012 6032387.736 2200266.997 120 Main Florida to Beach Service E/5 Florida - 5/Main 109 33.690929 -117.992697 6031590,283 2199461.647 120 Main Delaware to Florida Service E/5 Florida - S/ Main 110 33,679592 -118.005991 6027477,453 2195404.775 240 Goldenwest Yorktown to Garfield Service W/S Goldenwest - S/Summit 111 33.680664 -118,005911 6027508.292 2195794.181 240 Goldenwest Yorktown to Garfield Service W/S Goldenwest - S/Summit 112 31681603 -118,005924 6027510.126 2196135.911 240 Goldenwest Yorktown to Garfield Service W/S Goldenwest - S/Summit 113 33.692488 -118.0oS935 6027512,293 2196457.971 240 Goldenwest Yorktown to Garfield Service W/S Goldenwest - S/Summit 114 33.683753 -118.0059S4 6027514,294 2196918.39 240 Goldenwest Yorktown to Garfield Service W/S Goldenwest - S/Summit 115 33.68462 -118-005967 6027515,46 2197233.949 240 Goldenwest Yorktown to Garfield Service W/S Goldenwest - S/Summit 116 33.685901 -118.005984 6027518.294 2197699.869 240 Goldenwest Yorktown to Garfield Service W/S Goldenwest - S/Summit 117 33.693695 -118.003299 6028382.921 2200521,865 240 Ellis Goldenwest to Gothard Service S/S Ellis - E/Goldenwest 118 33.693686 -119,002408 6028653,525 2200514,27 240 Ellis Goldenwest to Gothard Service S/S Ellis - E/Goldenwest 119 33.685577 -118.001901 6028758,148 2197561,323 240 Gothard Main to Garfield Service S/W corner Main/Gothard 120 33.684007 -118.001882 6028754.388 2196989,796 240 Gothard Main to Garfield Service S/W corner Main/Gothard 121 33.660775 -119.000529 6029024.008 2188530.184 Street Light 120 Orange Main to 6th, north Service N/S Change - W/Main 122 33.660517 -118.000171 6029131.243 2188434,654 Street Light 120 Orange Main to 6th, north Service N/5 Orange - W/Main 123 33.660203 -117.999735 6029261.999 2188318.055 Street Light 120 Orange Main to 6th, north Service N/S Orange - W/Main 124 33,679302 -118.000994 6028995.763 2195273.381 120 Yorktown Main to Huntington Service S/S Yorktown - E/Lake 125 33.679306 -118.00041 6029173.226 2195272.184 120 Yorktown Main to Huntington Service S/S Yorktown - E/Lake 126 33.67926 -11.7.999767 6029368.634 219S2S2.045 120 Yorktown Main to Huntington Service S/S Yorktown E/Lake 127 33.678718 -117.998617 6029715.184 2195048.86 120 Yorktown Main to Huntington Service S/S Yorktown - E/Lake 128 33,678614 -117.99612.5 6030472.691 2194999.413 120 Yorktown Main to Huntington Service 5/5 Yorktown - E/Lake 129 33.648653 -117.988646 6032565.868 2194059.278 208 PCH Beach to Huntington Service 21457, 21335 PCH 130 31649022 -117.988644 6032568.734 2184193.798 208 PCH Beach to Huntington Service 21457, 21335 PCH 131 33.648791 -117.988853 6032503.585 2194110.552 208 PCH Beach to Huntington Service 21457, 21335 PCH 132 33.648976 -117.989119 6032423.658 2184179.471 208 PCH Beach to Huntington Service 21457, 21335 PCH 133 33.649295 -117.989057 6032444,62 2184295.292 208 PCH Beach to Huntington Service 21457, 21335 PCH 134 31649164 -117.98939 6032342.372 21.84249.145 208 PCH Beach to Huntington Service 21457, 21335 PCH 13S 33,649467 -117,98933 6032362,731. 2184359.083 208 PCH Beach to Huntington Service 21457, 21335 PCH 136 33.649344 -117,989661 6032261.238 2184315.952 208 PCH Beach to Huntington Service 214S7, 21335 PCH 137 33.64964 -117,989605 6032279.938 2184423.327 208 PCH Beach to Huntington Service 21457, 21335 PCH 133 33.649S23 -117.989933 6032179.35 2184382.609 208 PCH Beach to Huntington Service 21457, 21335 PCH 139 33.649818 -117,989889 6032194.732 2184489.531 208 PCH Beach to Huntington Service 21457, 21335 PCH 140 33.649697 -117.990201 6032098.97 2184447.004 208 PCH Beach to Huntington Service 21457, 21335 PCH 141 33.649976 -117.990167 6032111..034 2184549.647 208 PCH Beach to Huntington Service 21457, 21335 PCH 142 33.649871 -117.990479 6032015.272 2184512.002 208 PCH Beach to Huntington Service 21457, 21335 PCH 143 33.6501S2 -117.990444 6032027.789 2184613.796 208 PCH Beach to Huntington Service 21457, 21335 PCH 144 33.650044 -117.990755 5031932.328 2194576.395 208 PCH Beach to Huntington Service 21457, 21335 PCH 145 33.650218 -117.991031 6031849,685 2184640.941 208 PCH Beach to Huntington Service 21457, 21335 PCH 146 33-650481 -117.990969 6031870.044 2184736.252 208 PCH Beach to Huntington Service 21457, 21335 PCH 147 33.650392 -117.991306 6031767.043 2184705.789 208 PCH Beach to Huntington Service 21457, 21335 PCH 148 33,650671 -117.991271 6031779.258 2184807.131 208 PCH Beach to Huntington Service 21457, 21335 PCH 149 33.650566 -117.991579 6031.694.853 2184770.334 208 PCH Beach to Huntington Service 21457, 21335 PCH 150 33.650918 -117.992141 6031516.1 2184901.235 208 PCH Beach to Huntington Service 21457, 21335 PCH 151 33.651216 -117,992136 6031519.417 2185009.816 208 PCH Beach to Huntington Service 21457, 21335 PCH 152 33.651124 -117,992467 6031418.074 2184977.845 208 PCH Beach to Huntington Service 21457, 21335 PCH 153 33.651444 -117.99243 6031431.195 2185094.268 208 PCH Beach to Huntington Service 21457, 21335 PCH 154 33.651321 -117.992792 6031323.519 2185051.288 208 PCH Beach to Huntington Service 21457, 21335 PCH 155 33.65161 -117.992692 6031352.625 2185155.798 208 PCH Beach to Huntington Service 21457, 21335 PCH 156 33.651718 -117.993414 6031133.652 2185198.929 208 PCH Beach to Huntington Service 21457, 21335 PCH 1S7 33.652011 -117.993404 6031138.478 2195305.248 208 PCH Beach to Huntington Service 21457, 21335 PCH 1S8 33.6S193 -117.99375 6031032,762 2185277.901 208 PCH Beach to Huntington Service 21457, 21335 PCH 159 33.65221 -117.993711 6031046,184 2195379.445 208 PCH Beach to Huntington Service 21457, 21335 PCH 160 33.652114 -117.994046 6030943,786 2185346.267 208 PCH Beach to Huntington Service 21457, 21335 PCH 161 33-652407 -117.994027 6030951,326 2185452.SSG 208 PCH Beach to Huntington Service 21457, 21335 PCH 162 33.652313 -117.99436 6030949,381 2185420.162 209 PCH Beach to Huntington Service 21457, 21335 PCH 163 33.652606 -117.994345 603085S.715 2185526.482 208 PCH Beach to Huntington Service 21457, 21335 PCH 164 31652512 -117.994676 6030754a523 2185494.209 208 PCH Beach to Huntington Service 21457, 21335 PCH 165 33.652804 -117.994661 6030760,857 2185600377 208 PCH Beach to Huntington Service 21457, 21335 PCH 166 33.65270S -117,994992 6030659.515 2185565.843 208 PCH Beach to Huntington Service 21457, 21335 PCH 167 33,653052 -117.995041 6030646.696 2185692.521 208 PCH Beach to Huntington Service 21457, 21335 PCH 168 33.652865 -117.995311 6030563.3 2195625.864 208 PCH Beach to Huntington Service 21457, 21335 PCH 169 33.653429 -117.995906 6030385.61 2195834,015 208 PCH Huntington to 1st Service Beach Parking tot N{5 170 33.65329 -117.996199 6030295.679 2185784.996 209 PCH Huntington to 1st Service Beach Parking Lot N/5 171 33,653564 -117.996188 6030300,794 2185884.571 208 PCH Huntington to ist Service Beach Parking Lot N/S 172 33.653436 -117.996494 6030206,819 218S839.486 208 PCH Huntington to 1st Service Beach Parking Lot N/S 173 33.553721 -117.996483 6030211.934 2185943.098 208 PCH Huntington to 1st Service Beach Parking Lot N/S 174 33.653596 -117.996779 6030121,051 2185999.322 208 PCH Huntington to 1st Service Beach Parking Lot N/S 175 33.653875 -117.996753 6030130,806 2186000.792 208 PCH Huntington to 1st Service Beach Parking Lot N/S 176 33.65373 -117.997068 6030033.976 2185949.521 208 PCH Huntington to 1st Service Beach Parking Lot N/5 177 33.654032 -117.997024 6030049.083 2196058,961 208 PCH Huntington to 1st Service Beach Parking Lot N/S 178 33.654037 -117.997613 6029870.173 2186063,957 208 PCH Huntington to 15t Service Beach Parking Lot N/S 179 33.654186 -117.997295 6029967.598 2186116.654 208 PCH Huntington to 1st Service Beach Parking Lot N/S 180 33.654343 -117.997567 6029885,875 2186175,181 208 PCH Huntington to 1st Service Beach Parking Lot N/S 181 33.654193 -117.997886 6029787,855 2186122,007 208 PCH Huntington to 1st Service Beach Parking Lot N/S 182 33-6545 -117.997843 6029902,844 2186233.47 208 PCH Huntington to 1st Service Beach Parking Lot N/S 183 33.654346 -117.998155 6029707.084 2186179.226 209 PCH Huntington to 1st Service Beach Parking Lot N/S 184 33,654653 -117.998109 6029722.905 2186290,688 209 PCH Huntington to 1st Service Beach Parking Lot N/S 185 33,654518 -117.999455 6029616.677 2186243.343 208 PCH Huntington to 1st Service Beach Parking Lot N/S 186 33.654833 -117,998424 6029628.216 2186357.541 208 PCH Huntington to 1st Service Beach Parking Lot N/S 187 33.654733 -117.99976 6029525.199 2186323.044 208 PCH Huntington to 1st Service Beach Parking Lot N/S 188 33.655028 -117,999758 6029527.817 2186430,461 208 PCH Huntington to 15t Service Beach Parking Lot N/S 189 33-65493 -117,999092 6029425.396 2186396.44 209 PCH Huntington to 1st Service Beach Parking Lot N/5 190 33.655227 -117.999089 6029428.25 2196504.452 208 PCH Huntington to 1st Service Beach Parking Lot N/S 191 33.655142 -117.99943 602932.4,045 2185475.189 208 PCH Huntington to 1st Service Beach Parking Lot N/S 192 33.655842 -117.999954 6079168.734 2196732.541 120 PCH 1st to Main, north Service PCH @ 1st - N/E corner 193 33.656016 -118.0002 6029095,131 2186797.177 120 PCH 1st to Main, north Service PCH @ 1st - N/E corner 194 33.656221 -118,00048 6029010,941 2186873.271 120 PCH 1st to Main, north Service PCH @ 7 st - N/E corner 195 33.6S6611 -118.001024 6028847.919 2187017.987 120 PCH 1st to Main, north Service PCH @ 1st - N/E corner 196 33,656742 -118,001204 6028793.993 2187066.433 120 PCH 1st to Main, north Service PCH @ 1st - N/E corner 197 33.691618 -117.991916 6031832.037 2199708.491 1.20 Main Delaware to Florida Service E/S Florida - S/ Main 198 33.66588 -117.994962 6030748,846 21903S9,445 240 Huntington Detroit to Lincoln Service N/S Hartford - E/Huntington 199 33.662389 -117.998815 6029555.27 2189108,737 240 Main 6th to Acacia Service Pecan - behind Main St. Library 200 33.678397 -117.997399 6030083,669 2194925,833 120 Yorktown Main to Huntington Service S/S Yorktown - E/Lake ,C= kh</rB/T � - /�,��/ ,. yt/ 4, l ..._�. 69 / _ - 88' 8785 — / .. 82 _ s - / 79 - i 77..... . i ........__ ' rr — s e, ` . �ee e; Ave Garfield Ave. a, — > /� •� A R �•� /09i / / 3 �-SeaQ < o 54 ��C21, 4 41 37 38 40/ ti v r / A-. o, \ s/ > t � a r s f`P% / .A✓// <`ro ?.. /� /; ,'y \ /�: 1, }i ti N "-,� , CX r-/-1,Bi T-- (f - 476�/ F F C L A B BASE ASSEMBLYDESIGNS(B1) QTY, UMC DESIGN RF PANEL TYPE CITY LOGO NUMBER CONFIGURATION Z-SP-B1-Yl HIGH & LCW BASE ASSEMBLY INCLUDES: A MIEH BASE 2. TOP BASE COVER 3. INTERNAL MOUNTING BRACKETRY & SLIDING ENCLOSURE TRAY 4. HARDWARE POLE ASSEMBLY DESIGNS (82) QTY UMC DESIGN NUMBER MOUNT HFICHT TUBE CROSS SECTION TUBE SIZE Z-SP-B2-YI 32'-0" ROUND 3E-13.00xl0.87x15-3" Z-5P-B2-Y2 30'-T ROUND 3E- 13.00x 11. 15x 13'-3' Z-SP-B2-Y3 28'-0" POUND 3E-13.00xl 1.43x1 I'-3" 7-SP-B2-Y4 26-D ROUND 3,-13.DOx11.71 x9'-3" Z-SP-B2-Y5 32-0' 16-FLUTE -3F-I100x10.87x15-3" Z-SP-B2-Y6 30'-0" 16-FLUTE 3E-13.00xl 1.15xl3'-3' Z-SP-B2-Y7 23'-0' 16-FLUTE 3F-13.O0x11.43x11'-3' Z-SP-132-Y8 1 26'-0" 16-FLUTE 3F-13.0Ox11.71 x9'-3" 3 GA. = 0.250' WALL THICKNESS E = ROUND TAPERED STEEL TUBE 4 0.14 in/N TAPER F= 1 6-FLUTE TAPERED STEEL TUBE 4 0.14 in/fl TAPER POLE ASSEMBLY INCLUDES: CTURE 2. TAPPERED TRANISTIONAL COVER 3. DECORATIVE ALUMINUM CASTING 4. CONNECTING HARDWARE LUMINAIRE ASSEMBLY DESIGNS (63) QTY mC RN NUMBE SINGLE or TWIN SPAN Z-SP-B3-Y1 SINGLE 4'-0" Z-SP-63-Y2 SINGLE 6'-0' Z-SP-B3-Y3 SINGLE 8'-0' Z-SP-B3-Y4 SINGLE 10'-0' Z-SP-B3-Y5 SINGLE 12'-0" Z-SP-133-Y6 TWIN 4'-0" Z-SP-B3-Y7 TWIN 6'-0" Z-SP-B3-Y8 TWIN 8-0 I? Z-SP-83-Y9 TWIN 10 0" Z-SP-B3-Y10 TWIN 12'-0" RADOME ASSEMBLY DESIGNS (84) QTY UMC DESIGN NUMBER Z-SP-B4-YI G s,w RADOME ASSEMBLY INCLUDES: M DDLE, & POLE SECTIONI 2. HARDWARE 3. BRUSH 4. GALVINIZED FINISH ONLY CLAMP -ON BANNER ARM ASSEMBLY DESIGNS (IRS) QTY UMC DESIGN FOR POLE POLE DIAMETER POLE DIAMETER NUMBER ASSEMBLY HEIGHT UPPER LOWER 7-SP-B5-YI-XXG 32-0" 11.06 11.76 Z-SP-B5-Y2-XXG 30'-0" 11.15 12.04 Z-SP-B5-Y3-XXG 28'-0" 11.43 12.32 Z-SP-B5-Y4-XXG 260' 11.71 12.6 LXX= BANNER LENGTH LENGTH OPTIONS - 21 24' 7" 30' 33' 36' BANNER ARM ASSEMBLY INCLUDES: AM - A 2. 'U"BOLT & HARDWARE -POWDER COAT 3. STEEL BANNER ARM - GALV&POWDER COAT 4. ALUMINUM END ORNAMENT - POWDER COAT NOTES T BANNER ARM TO BE PERMANETLY LOCK TIGHTED INTO COUPLING 2. BANNER ARM WILL BE ASSEMBLED INTO CLAMP COUPLING BEFORE SHIPPING. c D MATERIAL SPECIFICATIONS (TAPERED TUBE ASTM A595 OR A ANCHOR BOLT NUTS ASTM A563 GR A B FLAT WASHERS ASTM F436 ARM CONNECTION BOLTS ASTM A325 ARM CONNECTION NUTS ASTM A563 GR DH CASTINGS ASTM B26 356.01` PIPE ASTM A53 GP. B or A500 GR B SLIDES ACCURIDE "CSP" FINISH SLIDES W/SS COMPONENTS S.S. HARDWARE AISI-300SERIES (I8-8) STRUCTURE FINISH HD GALV TO ASTM A 123 & POWDER COAT HARDWARE FINISH IHD GALV TO ASTM A 153 DESIGN CRITERIA 7 I. DESIGNED IN ACCORDANCE WITH 2O13 AASHTO 5TH EDITION "STANDARD SPECIFICATIONS FOR STRUCTURAL SUPPORTS FOR LUMINAIRES" WITH 100 MPH WIND ZONE. 2. ALL WELDS SHALL COMPLY WITH AWS DI.I. ULTRASONIC AND MAGNETIC PARTIAL WELD INSPECTIONS CAN BE PERFORMED AT THE REQUEST OF THE CUSTOMER. WELD PROCEDURES ARE ON FILE AND MAY BE SUBMITTED IF REQUIRED. 3. MILL CERTIFICATIONS FOR STRUCTURAL MEMBERS WILL BE ON FILE FOR RECORD PURPOSES AND MAY BE SUBMITTED IF REQUIRED. MATERIAL ORIGIN SHALL BE MADE AND MELTED IN THE U.S.A. 4. DESIGNED IN ACCORDANCE WITH TIA-222G. 6 E'. 1JATERIAL'. - % $CRAP' ontrll No. R--V CRIPTICIN FINISH: PER QF-364 wElcer: 4757.37 Z-SP REVISIn NS /////�(//(///�// PHILIPS SMART POLE DESIGN - Huntington Beach, CA �)�L��l fh J icn h h r rc�. J h �cd iE-AILf _' M FEI_SA a`. PATE'. U- n h h - n KMS SAD 3/1/15 p V III G 1 A f Memel Carry .Ih� EI �h�x r�nJ all Union Meral Z-SI Corr•or:�t or. A B C D RO ■© ■m ■© ■© mm 6 5 4 BASE ASSEMBLY DESIGNS (81) QTY UMC DESIGN PANEL TYPE CITY LOGO NUMBER Z-HP-BI-YI BASE ASSEMBLY INCLUDES: TRANSFORMER BASE 2. TOP BASE COVER 3. INTERNAL MOUNTING BRACKETRY & SLIDING ENCLOSURE TRAY 4. HARDWARE POLE ASSEMBLY DESIGNS (B2) QTY UMC DESIGN NUMBER VI I LUMINAIRE MOUNTING HEIGHT TUBE CROSS SECTION TUBE SIZE Z-HP-B2-YI 36,3' ROUND 3E-13.00x10.87x1 S'-3- Z-HP-B2-Y2 34'-0" ROUND 3E- 13.COx 11, 15x 13'-3" Z-HP-82-Y3 32'-0" ROUND 3E-13.00xl 1.43x11'-3" 2-HP-32-Y4 30'-0' ROUND 3E- 13.00xl 1.71 x9'-3" Z-HP-B2-Y5 36'-0" 16-FLUTE 3F- 13.00x 10.87x I5'-3- Z-HP-B2-Y6 34'-0' 16-FLUTE 3E- I 3.00x 1 1. 1 5x 13 -3" Z-HP-82-'f7 32'-0" I6-FLUTE 3E-13.00xl1.43x1l'-3" Z-HP-132-Y8 3 16-FLUTE 3E-13.00x1 1.71 x9'-3" 3 GA = 0.250' WALL THICKNESS E = ROUND TAPERED STEEL TUBE a 0.14 imiff TAPER F = 16-FLUT-t TAPERED STEEL TUBE re 0.14 in/H TAPER _ POLE ASSEMBLY INCLUDES: I UPRIGHT POLE STRUCTURE MATERIAL SPECIFICATIONS TAPERED TUBE ASTM A595 OR A PLATE ASTM A572 GR 50 or A 1018 GR 50 STEEL BASE ASTM A572 GR 50 or A 1018 GR 50 ANCHOR BOLTS ASTM F1554 OR 55 ANCHOR BOLT NUTS ASTM A563 GR A FLAT WASHERS ASTM F436 ARM CONNECTION BOLTS ASTM A325 ARM CONNECTION NUTS ASTM A563 GB DH CASTINGS ASTM. B26 356.0E PIPE ASTM A53 OR B or A500 OR B SLIDES ACCURIDE"CSP" FINISH SLIDES W/SS COMPONENTS S.S. HARDWARE AISI-300SERIES (18-8) STRUCTURE FINISH HD GA.LV TO ASTM A 123 & POWDER COAT TO MATCH EXISTING 'HARDWARE FINISH HD GALV TO ASTM A 153 2. TAPPERED TRANISTIONAL COVER 3. DECORATIVE ALUMINUM CASTING _ 4. CONNECTING HARDWARE , QTY NUMBER M' N SINGLE or TWIN SPAN Z-HP-83-Y3 SINGLE 6-0' Z-HP-B3-Y4 TWIN 6'-0' Z-HP-B3-Y5 SINGLE 8-0, Z-HP-B3-Y6 TWIN 8'-0" - LUMINAIRE ASSEMBLY INCLUDES: E 1 MOUNTING ADAPTER ASSEMBLY¢ = 2 SINGLE OR TWIN ARMS 3. ALUMINUM TOP CAP - 7 4. SPACER PLATE S. VENTILATION CAP k '- -% 6. GPS CAP z= 7. HARDWARE RADOME ASSEMBLY DESIGNS (841. QT'i E-71 LMC DESIG,� NUMBER Z-W P-B4-Y I G i RADOME ASSEMBLY INCLUDES: I . 3 SECTIONS (LOWER, MIDDLE, & POLE SECTION) = 2. HARDWARE 3 BRUSH - 4. GALVINIZED FINISH ONLY, DESIGN CRITERIA ' I DESIGNED IN ACCORDANCE WITH 2O13 AASHTO 5TH �< EDITION "STANDARD SPECIFICATIONS FOR STRUCTURAL. SUPPORTS FOR LUMINAIRES" WITH 100 MPH WIND ZONE. :. 2 ALL WELDS SHALL COMPLY WITH AWS D1.1. ULTRASONIC AND MAGNETIC PARTIAL WELD INSPECTIONS CAN BE PERFORMED AT THE REQUEST OF THE CUSTOMER. WELD - PROCEDURES ARE ON FILE AND MAY BE SUBMITTED IF REQUIRED. 3. MILL CERTIFICATIONS FOR STRUCTURAL MEMBERS WILL BE ON FILE FOR RECORD PURPOSES AND MAY BE a SUBMITTED IF REQUIRED. MATERIAL ORIGIN SHALL BE = MADE AND MELTED IN THE U.S.A. E 4. DESIGNED IN ACCORDANCE WITH TIA-222G. r:. E °° ''C o SToTE CA RECy :Od - REV EE CP I PILIN DITE PROJECT 1,.E_ - PEAUGII� PHILIPS SMART POLE DESIGN - Huntington Beach, CA DAVIT STYLE ARMS 'n1M - ''!! MODELED By GEE IGN EC BY CHECKED BY Dais/iz/16 Sc,A I.E ENS; REr MAN 11i�. P ° ° "' KMS KMS 0/ - _ n d u v Itl M I( I h u M F ..nil hse Z-HP-DAVIT REVISION EHEEr I P ", RO SHEET I OF Z-XN1QiT C' A B C D AB 9 AB 8 7 / 0 7 Luminaire - City Responsibility Telecommunication Equipment located inside Radome - Philips & a Wireless Carrrier Responsibility e 41 I5 14 In case of car hit pole or other physical damage - City is First Responder to make site safe. City to remove if 3 damaged and needs removal 3 to city yard Base cover, doors, base, pole shaft, castings City to repair due to z E— vandalism z Telecommunication Equipment located inside base - Philips & Wireless Carrrier Responsibility Power Pullbox City responsbile due to vandalism, cut, stolen Foundation into pullbox MATERIAL'. - Y. SCRAP'. Cunlrol No. REV DESCRIPTDN DnTE 11, B HI: B 1 ElmsePHILI: PER QF-364 wESC'Rr 4757.37 Z-$P REVI<InNS 1 PHILIPS SMART POLE DESIGN - Huntington Beach, CA JU Jn P J� _i A;L"cC ,.h E'': 9Y. E`A-_: Th. Jn' n. n a _ n 'n n i :. J- n K3 M SA SAD 3/1/15 C-I�L�� Ih 1 I ry N h��u n.vllN .1 �n �Pii �nJ.J�T Unlun M _ .,�.���,,, ..�„ Z—SP R� Ccro r. to A B C D 6 6 a q o AE AE 6 Luminaire - City Responsibility 6 € m Telecommunication Equipment located inside Radome - Philips & Wireless Carrrier Responsibility 4 E 3 E f 3 r EIn case of car hit pole or other physical damage - City is First Responder to make site safe. City to remove if damaged and needs removal to city yard 2 �- Base cover, doors, base, pole shaft, castings - City to repair due to Telecommunication Equipment E— vandalism located inside base - Philips & Wireless Carrrier Responsibility � Power Pullbox City responsbile due to Foundation vandalism, cut, stolen into pullbox S%TF, CA PEa>; So# : - REV 1-11111- WE 'Ea e� PPOAC1 N<mE. - PE'111ONS PHILIPS SMART POLE DESIGN - Huntington Beach, CA DAVIT STYLE ARMS 1a,1 T1 as v MOOELE7 BY LE 16rIEC Bt HE KED 8Y DniE =' lE HG ?E �ryu KMS KMS 10/12/16 11 M'Z lurpo M WC Ih h F �^Il �h��e ;RE11'I011 3H EEi , 1 Z-HP-DAVIT Ro SHEET 3CF3 Exhibit "C" Licensee/Licensor Maintenance Responsibilities Maintenance Responsibility Philips Carrier City First responder to car hit pole, other forms of severe X damage, power disconnect, make site safe Removal of pole due to car hit damage transport to city X yard Repair of foundation damage due to car hit damage X* Supply of replacement pole, luminaire arm due to car hit X* damage Reinstallation of replacement pole due to car hit damage X* Luminaire replacement due to car hit damage X* x** Normal luminaire maintenance X Repair of wiring from pole power junction box to and into X the pole due to shorting, being cut, stolen, etc. Repair of wiring from service point to pole power junction X box due to shorting, being cut, stolen, etc. Repair of fiber from pole junction box to and into the pole X Graffiti removal to exterior X Repainting of pole due to excessive graffiti X X Repainting of pole due to normal wear and tear One time during contract eriod Repair of vandalism damage to door covers, base covers, X castings, pole shaft Repair of telecommunication equipment, antennas inside of pole X Damage by sublicensee, external or internal X X *Car hit poles, city to provide police report for contacting insurance company **City to provide luminaire 4e -x?411,6 IT I/) A B C D AB 3 � AB � B 51 41 17 Luminaire - City Responsibility Telecommunication Equipment located inside Radome - Philips & Wireless Carrrier Responsibility 6 15 14 I In case of car hit pole or other physical damage - City is First Responder to make site safe. City to remove if 3 damaged and needs removal 3 to city yard Base cover, doors, base, pole shaft, castings - City to repair due to z � vandalism 2 Telecommunication Equipment located inside base - Philips & Wireless Carrrier Responsibility Power Pullbox City responsbile due to (� vandalism, cut, stolen Foundation into pullbox la A7E RIAI.- - X SCRAP: Co nlral N. REV CES:RIP iI(\N WE PEI B'HA B'. i vINISH:PERQF-364 WEIGHT. 4757.37 Z-SP REVISIONS PHILIPS SMART POLE DESIGN - Huntington Beach, CA rn x a Ih 1 �a n. r Iu t DETAILED By CHECKED BY DARE ALE ���Q ,,- .x -11, ". Nuc mn I .i p 1l, P ll M I C C1 nn ^al. a Im,�l al cn`a,ry c^ KMS SAD 3/1/1S m rU`onM�l n U 41 �iR,r Jic 1 II IuxJ F�.JI REVISION Inion Metal P '""`6in r,y„,°'��° C Z-SP RO caraaation A 8 C D --I 6 5 4 3 2 1 m I D I I I AE Z% AE 6 Luminaire - City Responsibility Telecommunication Equipment located inside Radome - Philips & Wireless Carrrier Responsibility 3 < In case of car hit pole or other physical damage City is First Responder to make site safe. City to remove if damaged and needs removal to city yard Base cover, doors, base, pole shaft, castings - City 1 to repair due to Telecommunication Equipment E vandalism located inside base - Philips & — > Wireless Carrrier Responsibility Power Pullbox City responsbile due to 0 vandalism, cut, stolen Foundation — > into pullbox STET, CA aloeSo, NTE 1;-- PPOJECT H-E PHILIPS SMART POLE DESIGN - Huntington Beach, CA DAVIT STYLE ARMS PHILIPS Th, m-1 K0 KMS MS /12/16 Z-HP-DAVIT -Po SH-eET 3 OF 3 L Exhibit "E" Deployment Fee Payment Schedule Due Date $25,000.00 Upon execution of Agreement $12,500.00 January 1, 2019 $6,250.00 January 1, 2020 $3,125.00 January 1, 2021 $3,125.00 January 1, 2022 ---- ------ : Phi1ip s Smart Poe z ..pp. a x..w " s � x W y a4 w. n R � i4 4 ell- � IS4 y f f 1S p s f �Q� A.$3p `{ . t� n ATTACHMENT #2 ASSIGNMENT, NOVATION AND ASSUMPTION AGREEMENT This Assignment, Novation and Assumption Agreement is entered into as of the Effective Date, below, by and between Philips Lighting North America Corporation, a Delaware corporation with a principal place of business at 200 Franklin Square Drive, Somerset, New Jersey 08873 ("Assignor"), ATC Outdoor DAS, LLC, a Delaware limited liability company with principal address at 10 Presidential Way, Woburn, Massachusetts 01801 ("Assignee"), and The City of Huntington Beach, a municipal corporation of the State of California ("The City") with its address at 2000 Main St, Huntington Beach, CA 92648. WHEREAS, Assignor and The City entered into that certain Site License Agreement dated November 20, 2017 (the "Agreement"); and WHEREAS, the parties desire to amend the Agreement to reflect the assignment, novation and assumption of the Agreement; NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows: 1. Assignment, Novation and Assumption. As of the Effective Date, Assignor hereby assigns, novates, conveys, transfers and delivers unto Assignee all of Assignor's right, title and interest in and to the Agreement and the performance of all of the terms, covenants, conditions and executory obligations of the Agreement, and Assignee accepts such assignment, novation, conveyance, transfer and delivery from Assignor and will perform all of the terms, covenants, conditions and executory obligations of the Agreement, which arise after the Effective Date. Assignee accepts all actions taken by Assignor consistent with the Agreement prior to the Effective Date (or otherwise disclosed to Assignee prior to the Effective Date) and agrees to be bound by all such actions going forward as if taken by the Assignee except as modified by this Assignment, Novation and Assumption, Agreement. This section shall survive the termination of the Agreement. 2. Clarification. Assignee and the City agree that the words "if required" as used in Section 5.03 of the Agreement means "if required by applicable state law or court order during litigation and provided nothing herein will prevent Assignee from seeking to protect disclosure of the policy to persons other than the City's attorneys." 3. Insurance. The City and Assignee agree that the form and coverages listed in the attached Exhibit A satisfy the requirements set forth in Section 5 of the Agreement and that motor vehicle coverage is not required to be maintained through the general liability policy in Section 5.03 of the Agreement so long as a separate automobile liability policy, which complies with Section 5.04 of the Agreement, is in effect. 4. Effective Date. This Assignment, Novation and Assumption Agreement shall be effective as of November 20, 2017 (the "Effective Date"). Assignor shall remain liable and responsible for complete performance of all its obligations under the Agreement until the Effective Date. 5. Consent by The City. To the extent required under the Agreement, the City hereby consents to the assignment, novation and assumption of the Agreement from Assignor to Assignee under the terms set forth herein. 6. Release. As of the Effective Date, Assignor shall be conclusively deemed to have been released and discharged from any and all claims, demands, liabilities, obligations, actions, losses, damages, costs and expenses (collectively "Liabilities") relating to the Agreement„ which arise after the Effective Date, and The City and Assignee agree to release and discharge Assignor from said Liabilities under the terms of this Assignment, Novation and Assumption Agreement. Pagel of 3 7. Representations by Assignor and The City. Assignor and The City hereby represent to Assignee as follows: (i) As of the Effective Date, the Agreement is in full force and effect; and (ii) Neither The City nor Assignor, each to the best of its knowledge, is in breach or default of its respective obligations under the terms of the Agreements. 6. Miscellaneous. All other terms of the Agreement shall remain in full force and effect. In the event of a conflict between the Agreement and this Assignment, Novation and Assumption Agreement, this Assignment, Novation and Assumption Agreement will control. This instrument shall be binding upon and inure to the benefit of the successors and assigns of the respective parties hereto. This Assignment, Novation and Assumption Agreement may be changed only by written instrument signed by each party. This Assignment, Novation and Assumption Agreement shall be governed by the laws of the State of California, without regard to its choice -of -laws or conflict -of -laws principles. This Assignment, Novation and Assumption Agreement may be executed in multiple counterparts, each of which will, for all purposes, be deemed an original, but which together will constitute one and the same instrument. A scanned or electronically reproduced copy or image of this Assignment, Novation and Assumption Agreement will be deemed an original and may be used as an original for all purposes, including litigation and dispute resolution. IN WITNESS WHEREOF, Assignor, Assignee and the City have executed this instrument as of this day of , 2017. ASSIGNOR: Philips Lighting North America Corporation By: Name: Title: Date: ASSIGNEE: ATC Outdoor DAS, LLC By: Name: Title: Date: THE CITY: The City of Huntington Beach: By: Name: Title: Date: Page 2 of 3 Exhibit A Certificate of Insurance Page 3 of 3 J, CITY OF HUNTINGTON BEACH INTERDEPARTMENTAL COMMUNICATION OFFICE OF BUSINESS DEVELOPMENT TO: Robin Estanislau, City Clerk FROM: Kellee Fritzal, Deputy Director of Business Development DATE: November 20, 2017 SUBJECT: Late Communication for November 20, 2017 Council Meeting Item #11 - Site License Agreement between the City of Huntington Beach and Philips Lighting North America Corporation Attached are the following documents pertaining to the Site License Agreement: 1. Insurance and Indemnification Waiver and Modification Request pertaining to the Site License Agreement. 2. Signed signature page from Amy Huntington, President of Philips Lighting North America. 3. Exhibit "C": additional Smart Pole rendering for the Pier Plaza area. CITY OF HUNTINGTON BEACH INTERDEPARTMENTAL COMMUNICATION Huntington Beach TO: Kellee Fritzal, Deputy Director, Office of Business Development Michael Gates, City Attorney FROM: Patti Williams, Risk Manager SUBJECT: Insurance Waiver Request for Philips Lighting North America Corporation DATE: November 14, 2017 The Office of Business Development has requested that a temporary waiver be approved regarding the insurance requirements stated in the Site License Agreement between the City and Philips Lighting North America Corporation. I am signing the waiver request on the condition that no work will be performed or access to premises granted until all insurance requirements have been complied with per the agreement. If you have any questions regarding this matter, please feel free to contact me at (714) 536-5290. Si cerely, Patti Williams, ARM Risk Manager Su ity INSURANCE AND INDEMNIFICATION WAIVER H� �® MODIFICATION REQUEST 1. Requested by: Carlos Marquez 2. Date: 11 /14/2017 3. Name of contractor/permittee: Philips Lighting North America Corporation/American Tower Co 4. Description of work to be performed: Installation of Smart Poles in public right-of-way 5. Value and length of contract: $400,000 annually, 20 years 6. Waiver/modification request: General Liability, Auto, Property Insurance, & Workers Comp 7. Reason for request and why it should be granted: Philips & ATC have agreed to provide the insurance certs however their carrier cannot provide the insurance prior to City Council meeting date of 11/20/2017. 8. Identify the risks to the City in approving this waiver/modification: The license agreement requires the Licensee to submit plans and obtain permits subject to City discretionary review, which also mandates that all insurance certificates are approved by Risk Management. Staff will not issue any encroachment permits until all certs are approved by RM. Departme Date: APPROVALS Approvals must be obtained in the order listed on this form. Two approvals are required for a request to be granted. Approval from the City Administrator's Office is only required if Risk Management and the City Attorney's Office disagree. 1. Risk Management tD"'Approved Denied CA�,fk_ Cii�lji*v� ,ignature,�', Date c� 2. City Attorney's Office Approved ❑ Denied I \� Signature Date 3. City Manager's Office ❑ Approved ❑ Denied Signature Date If approved, the completed waiver/modification request is to be submitted to the City Attorney's Office along with the contract for approval. Once the contract has been approved, this form is to be filed with the Risk Management Division of Human Resources Insurance Waiver Form.doc 11/14/2017 10:24:00 AM Site License Agreement —DO NOT RECORD Page 22 of 28 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers the day, month and year first written above. Print name Date: [i It 7 (17 ITS: (circle one) Chairmfflgresiden ice President Print name Date: LICENSOR: CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California Mayor ATTEST: City Clerk APPROVED AS TO FORM: City Attorney t f INITIATED AND APPROVED: Deputy Director of Business Development ITS: (circle one) Chairman/President/Vice President REVIEWED AND APPROVED: City Manager List of Exhibits: Exhibit "A": Property (List of City Poles) Exhibit "B": Map of Pole Locations Exhibit "C": Smart Poles & Licensee/Licensor Maintenance Responsibilities Exhibit "D": Licensee's & Sublicensee Facilities Exhibit "E": Deployment Fee Payment Schedule Exhibit "F": Deployment Zones 17-6117/169073MN DO NOT RECORD City of Huntington Beach 11 /20/2017 PHILIPS SMART POLE Philips Smart Pole Stealth street light unit designed by Philips Houses telecomm equipment Philips Smart Pole Deal Points • Term: 20-years • Rental Rate: $2,000/pole/yr o Number of Poles: 200 • Deployment Term: 5-years • Development Fee: $50,000 • Annual Increase: 3% Maintenance: • City: Street Light • Philips: Pole & Wireless equipment Philips Smart Pole Permittinq Encroachment Permit: City & Caltrans Coastal Zone: Coastal Development Permit 11/30/2017 Estanislau, Robin From: Combo, Johanna Sent: Monday, December 18, 2017 5:23 PM To: Agenda Comment Cc: Fikes, Cathy; CITY COUNCIL Subject: FW: Verizon Wireless Comments re Council Consent Item 12, December 18, 2017 Attachments: Letter to Huntington Beach re Agenda Item 12 (12-18-17).pdf AGENDA COMMENT From: Rogers, Ethan [mailto:Ethan.Rogers@VerizonWireless.com] Sent: Monday, December 18, 2017 4:54 PM To: CITY COUNCIL; Delgleize, Barbara; Posey, Mike; Patrick. Brendan@surfcity-hb.org; Hardy, Jill; O'Connell, Billy; Peterson, Erik; Semeta, Lyn Cc: Wilson, Fred; Fritzal, Kellee; Gates, Michael Subject: Verizon Wireless Comments re Council Consent Item 12, December 18, 2017 Dear Council Members, for tonight's meeting, please find the attached letter from Verizon Wireless providing comment on Consent Calendar Item 12, December 18, 1017, regarding the potential execution of a License Agreement between the City and Philips Lighting North America Corporation for the removal and replacement of up to 200 street poles with stealth smart poles. We urge the Council to defer action on this item. Otherwise, it will result in rates that are too high for Verizon Wireless. A Verizon Wireless representative will be in attendance to discuss this consent calendar item. Thank you very much. Best, Ethan Ethan Rogers Staff Counsel verizort/ Office: (949) 286-7178 Mobile: (480) 710-0754 The information contained in this message and any attachment may be proprietary, confidential, and privileged and/or subject to the work product doctrine and protected from disclosure. If the reader is not the intended recipient, you are hereby notified that any dissemination, distribution or copying of this message is prohibited. If you have received this message in error, please notify me immediately by replying to this message and deleting all copies and backups. verizon,/ December 18, 2017 ►yWK&IM11101 14y Mayor Barbara Delgleize Mayor Pro Tempore Mike Posey Council Members Patrick Brenden, Jill Hardy, Billy O'Connell, Erik Peterson and Lyn Semeta City Council City of Huntington Beach 2000 Main Street Huntington Beach, California 92648 Vernon Wireless 15505 Sand Canyon Ave. Irvine, CA 92618 Re: Council Consent Calendar Item 12, December 18, 1017 — Approve and authorize execution of a License Agreement between the City and Philips Lighting North America Corporation ("Philips") for the removal and replacement of up to 200 street poles with stealth smart poles ("Philips License Agreement") — Continued from November 20, 2017 Dear Mayor Delgleize, Mayor Pro Tempore Posey and Council Members: I write on behalf of Verizon Wireless regarding the proposed license rates that will ultimately be passed through to wireless carriers to attach small cells to "stealth smart poles" under the Philips License Agreement. Verizon Wireless appreciates the Council not approving proposed Resolution No. 2017-50, Recommended Action B Annual Lease Rates for Small Cell Attachments on City -Owned Poles under Council Consent Calendar Item 7. November 20, 2017 ("Proposed Resolution No. 2017-50"). Similar to the license rates (i.e., no less than $2,200.00 per pole annually) proposed under the Proposed Resolution No. 2017-50, the proposed license rate under the Philips License Agreement is $2,000 per pole annually, in addition to a non -recurring deployment fee of $50,000.00. Philips is expected to markup these costs and then pass them down to sub -licensees in the form of an annual rate pursuant to one or more sublicense agreements contemplated under Section 1.01(h) of the Philips License Agreement. In a previous letter, we stated that the license rates under Proposed Resolution No. 2017-50 would be too high. Under the Philips License Agreement sublicenses, we expect the rates to be even higher. Unreasonably high license rates will deter Verizon Wireless from using these poles. The Council should remove Item 20 from the consent agenda, defer action on the proposed Philips License Agreement, and direct staff to develop a framework for negotiating rates with wireless carriers. Unreasonable rates will discourage use of poles under the Philips License Agreement and thereby render the proposed Philips License Agreement moot. They will also encourage the desire for new pole installations, subject to non -revenue generating fees, pursuant to Section 50030 of the California Government Code. verizon✓ Verizon W .I.s 15505 Sand Canyon Aye. Irvine, CA 92618 A Verizon Wireless representative will be in attendance at this evening's meeting to urge the Council to defer action on the Philips License Agreement. Verizon Wireless looks forward to working with the City to establish rates that will incentivize use of City - owned poles. Very truly yours, Ethan Rogers Staff Counsel cc: Michael Gates, Esq. Fred Wilson Kellee Fritzal conditions contained in the Agreement remain in full force and effect. In the event of a conflict between the Agreement and this Second Amendment, the terms of this Second Amendment will control. Each Party executing this Second Amendment acknowledges that it has full power and authority to do so and that the person executing on its behalf has the authority to bind the Party. Accepted and Acknowledged: ATC By: Title: 6y P' 1 � 1 p%P1� 05<.'61L Date: The City By: Ir Name: W 11 s_J Date: In I I U 11 APPROVED AS TO FORM �I1GnAt� - -rTV ATTORNEY s'Ne nN UEACO -Tn Of Mu«-' 5. It is understood that the non -renewal of this bond by the Surety, or failure or inability of the Principal to file a replacement bond shall not constitute a loss recoverable by the Obligee under this bond. Signed, sealed, and witnessed this 241'--' day of January, 2018. Andrew C. 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