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NewPath Networks, LLC - Right-of-Way AgreementRIGHT -OF -WAY AGREEMENT BETWEEN THE CITY OF GILROY AND NEWPATH NETWORKS, LLC This Right -of -Way Agreement ( "Agreement ") is entered into as of �/C, 2013 ("Effective Date ") by and between the City of Gilroy, California, a municipal corporation (the "City "), and NewPath Networks, LLC, a New Jersey limited liability corporation ("NewPath "). RECITALS A. NewPath owns, maintains, operates and controls, in accordance with regulations promulgated by the Federal Communications Commission and the California Public Utilities Commission ( "PUC "), telecommunications networks serving NewPath's customers through fiber -fed distributed antenna system facilities in public rights -of -way ( "ROW ") in the State of California. B.. NewPath is a competitive local exchange carrier ( "CLEC ") that holds a valid full - facilities -based certificate of public convenience and necessity ( "CPCN") issued by the PUC on April 13, 2006 (Decision 06 -04 -030). C. Pursuant to the rights afforded by the issuance of the CPCN, NewPath seeks to attach to, or replace certain streetlight poles owned and maintained by the City for elements of its distributed antenna system (the "Network "). The Network will provide radio frequency transport services, which will be used by NewPath's customers to provide wireless telecommunications and data services to the residents and visitors of the City. The Network will be designed to accommodate an initial carrier customer ( "Initial Carrier ") providing the services. The Network may also allow up to two additional carriers, besides the Initial Carrier, to provide the services from the Network ( "Additional Carriers'). D. Some features of the Network equipment include, by way of example, antenna nodes, fiber repeaters and related equipment to be located on streetlights and utility poles at certain locations described and diagrammed in Exhibit A ("Node Locations "), and Exhibit B ( "Fiber Location Map ") attached hereto and incorporated herein by reference ( "DAS Facilities"), E. NewPath has rights to use the City's ROW to deploy the Network under state and federal law, including, but not limited to, Public Utilities Code sections 1001, 7901 and 7901.1 and Government Code section 50030. R The right to occupy portions of the right of way for limited times, for the business of providing telecommunications services, is a valuable economic privilege, the economic benefit of which should be shared with all taxpayers of the City. G. NewPath is willing to compensate the City in exchange for use of and physical occupation of streetlight poles owned by the City. 3053099.] -1- In consideration of the Recitals set forth above, the terns and conditions of this Agreement and other valuable consideration, the adequacy of which is hereby acknowledged, the parties agree as follows: 1) Scope of Use Agreement. All rights expressly granted to NewPath under this Agreement, which shall be exercised at NewPath's sole cost and expense, are subject to the prior and continuing right of the City under applicable law to use all parts of the public right of way exclusively or concurrently with any other person or entity, provided that such use does not unreasonably interfere with Licensee's use of the public right of way, and are further subject to all deeds, easements, dedications, conditions, covenants, restrictions, encumbrances, and claims of title record that may affect the public right of way. Furthermore, all work performed pursuant to the rights granted by this agreement is subject to the prior review and approval of the City in accordance with its customary permitting procedures. Nothing in this agreement may be deemed to grant, convey, create, or vest in NewPath a real property interest in land, including any fee, leasehold interest, or easement. Notwithstanding the foregoing, NewPath is hereby notified that any property interest deemed to have been created by or as a result of this agreement may be subject to property taxation, and NewPath may be subject to the payment of property taxes levied on the interest. 2) Preference for Municipal Facilities. In any circumstances where NewPath has a choice of attaching its Equipment to either Municipal Facilities or to third -party -owned property in the Public Way, NewPath agrees to attach to the Municipal Facilities, provided that (i) those Municipal Facilities are at least equally suitable functionally for the operation of the Network, (ii) the rental fee and installation costs associated with that attachment over the length of the term are equal to or less than the fee or cost to NewPath of attaching to the alternative third party -owned property. 3) Interference. In the performance and exercise of its rights and obligations under this Agreement, NewPath shall not interfere in any manner with the existence and operation of any public or private rights -of -way, sanitary sewers, water mains, storm drains, gas mains, poles, aerial and underground electrical and telephone wires, electroliers, cable television and telecommunications facilities, utilities, or Municipal Facilities, without the express written approval of the owner or owners of the affected property or properties, except as authorized by applicable laws and this Agreement. In the event that this facility causes interference or disturbance in violation of FCC rules and regulations with radio or television reception within 500 feet of the facility, NewPath shall repair the facility within thirty (30) days of notification or cease its operation, and attempt to remedy said interference. 4) Public Safety & Public Works Communication Systems. The following provisions apply to any pubic communication system ("Public System ") operated by a public agency. a) Public Safety Communication System —If any of the frequencies used by NewPath equipment, whether that equipment is the antennas, the amplifiers, or any other equipment, are close to frequency of the Public System used by the City of 30530993 -2- Gilroy and other state and county agencies for public safety purposes, NewPath acknowledges the proximity may require extraordinary engineering measures, especially in the choice of frequencies and radio ancillary hardware, to prevent avoidable interference. Currently, the City of Gilroy public safety operates in the 150.000 to 170.00 MHz range; however, City of Gilroy public safety will be transitioning to an 800 MHz combination analog and digital system. Prior to the installation of equipment, NewPath shall coordinate the use of frequencies and all equipment with the City's Fire Marshal to minimize, to the greatest extent possible, any interference with the existing and planned Public Systems. During this process, the "Best Practices Guide," as published by the Association of Public Safety Communications Officials-Intemational, Inc. and as endorsed by the FCC, shall be followed. b) Public Works Communication System - If any of the frequencies used by NewPath equipment, whether that equipment is the antennas, the amplifiers, or any other equipment, are close to frequency of the Public Works communication system used by the City of Gilroy and other state and county agencies, NewPath acknowledges the proximity may require extraordinary engineering measures, especially in the choice of frequencies and radio ancillary hardware, to prevent avoidable interference. Currently, the City of Gilroy Public Works operates at 453.900 MHz. Prior to the installation of equipment, NewPath shall coordinate the use of frequencies and equipment with the City's Fire Marshal to minimize, to the greatest extent possible, any interference with the existing Public Works communications systems. c) Post- hsstallation Test -Prior to activating the Equipment, NewPath shall provide a post - installation test, at NewPath's expense and subject to the approval of the Gilroy Police, Fire, and Public Works communications staff via the City's Fire Marshal, to identify any interference with the City's Public System. The test shall address the cumulative effects of any other existing wireless communication facilities within the facility coverage area, and the qualified third party conducting the test shall be pre - approved by the City's Fire Marshal. In the event that a level of interference that is unacceptable to the City, the "Best Practices Guide" shall be followed to attempt to resolve, to the greatest extent possible, any interference issues. If the Fire Marshal, in coordination with Police, Fire, and Public Works communication staff, determines that the proposed frequencies are not reasonably expected to interfere with the City's Public System, testing under this section shall not be required. d) Future Interference Issues -Upon notification by a public agency regarding potential interference between the Equipment and the City's Public System, NewPath shall meet with the public agency and follow the "Best Practices Guide" to attempt to resolve, to the greatest extent possible, any interference issues. e) Future Operational Frequency Changes -Once the Equipment becomes operational, NewPath shall not make any changes to frequencies, channels, hardware or any other Equipment without first coordinating such changes with the City's Fire 3053099.1 -3- Marshal to minimize, to the greatest extent possible, any interference with the Public System. The "Best Practices Guide" shall be followed during this process. A post - installation test may be required at the discretion of the City's Public Works, Police, and Fire communications staff. f) Single Point of Contact - NewPath may be contacted twenty -four hours a day by calling 1 -800- 788 -7011 to report any emergency or frequency interference issues. NewPath shall also be required to promptly provide to the Community Development Department:and the Communications Division any contact information changes that may occur from time to time. g) Termination - If in the City's determination, NewPath's Equipment is the cause of interference with the City's Public System, NewPath will take immediate steps to remedy such interference, consistent with the provision of this section, and shall cooperate with Public Safety to that end. If such interference from NewPath's Equipment rises to the level which interferes with the City's Public System that causes an impairment to the Public System, the City shall contact NewPath at the number in the section above, and NewPath will remotely shut down the Equipment which is the cause of the impinging frequency within 1 hour. Nothing in this section limits the City's ability to take any steps deemed necessary by the City, in its discretion, to shut down NewPath's Network under exigent circumstances. 5) Construction. NewPath shall comply with all applicable federal, state, and City technical specifications and requirements and all applicable state and local codes related to the construction, installation, operation, maintenance, and control of NewPath's Equipment . installed pursuant to this agreement. NewPath may not attach, install, maintain, or operate any Equipment without the City's prior written approval for each location. 6) Damage to Public Way. Whenever the installation, maintenance, removal, or relocation of NewPath equipment permitted in conjunction with this agreement causes the public right of way to be damaged, NewPath, at its sole cost and expense, shall promptly repair and return the public right of way in which the equipment is located to a safe and satisfactory condition as directed by, and to the satisfaction of, the City's Public Works Director, including but not limited to the application for and approval of necessary City permits to complete such repairs. 7) Most Favored Municipality Clause. Should NewPath, subsequent to the effective date of this agreement enter into an attachment, right -of -way, or franchise agreement with another municipality within California with a population of 75,000 or less, and which agreement contains financial benefits for such municipality which, taken as a whole and balanced with the other terms of such agreement, are in the City's opinion more favorable or less burdensome to the City than those in this Agreement, City shall have the right to require that NewPath modify this Agreement to incorporate the same or substantially the same terms, mutatis mutandis, of such other agreement or otherwise. 8) No Authorization to Provide Other Services. NewPath represents that its equipment installed pursuant to this agreement shall be used solely for the purpose of providing 3053099.1 me radio frequency ("RF") transport telecommunications services provided through the fiber -based optical repeater network by NewPath to its wireless carrier customers pursuant to one or more tariffs filed with the and regulated by the State of California Public Utilities Commission (PUC). NewPath shall not use its equipment to offer or provide any other services not specified herein. NewPath's failure to comply with these limitations shall constitute a material breach of this Agreement and City, after providing written notice to NewPath, may begin to levy monetary penalties in an amount not to exceed $1,000 per day, ten (10) days after City issues written notice until the breach is cured. 9) Environmental Matters. NewPath shall not bring upon, or permit any other person or entity, under NewPath's control to bring upon, the public right-of-way any hazardous materials, hazardous substances, hazardous wastes, pollutants, asbestos, polychlorinated byphenyls ( "PCBs "), petroleum or other fuels (including crude oil or any fraction or derivative thereof) in quantities or type that violate applicable Iaw, except for the limited purpose of (i) providing materials or substances for emergency power generators or backup batteries required to operate equipment on a temporary emergency basis or (ii) using small quantities of solvents to clean equipment. In the event (i) or (ii) of the preceding sentence is applicable, NewPath shall use the materials and substances and solvents in compliance with all applicable laws and regulations. Notwithstanding the foregoing, NewPath is prohibited from storing any such materials and substances or solvents in the public right -of -way, or disposing of any by- products or waste from such fuels, substances and materials and solvents in the public right -of -way. ARTICLE 1 INSTALLATION OF THE NETWORK ARTICLE 1.1 Permitted Installation. NewPath may at NewPath's sole cost and expense and during the term of this Agreement, Iocate, place, attach, install, operate, use, control, repair, upgrade, enhance and maintain the Network in the City's ROW. As part of the Network, NewPath also may install the DAS Facilities at the locations within the City's ROW depicted and described in Exhibit B. NewPath shall undertake and perform any work authorized by this Agreement in a skillful, diligent, and workmanlike manner. ARTICLE 1.2 Expansion of the Network. During the term of this Agreement, NewPath may, pursuant to the prior written approval and/or any and all permits required by the City, expand the Network by using other locations within the City's ROW not described in Exhibit A or B. In such an event, the parties shall enter into an amendment to this Agreement that modifies Exhibits A or B to reflect the additional locations in the City's ROW that NewPath desires to use, and said amendment shall provide the terms of additional compensation to the City for NewPath's use of or occupation of City -owned equipment or street light poles. Except as otherwise agreed to by the parties in writing, any expansion of the Network pursuant to this Section 1.2 shall be subject to the terms and conditions of this Agreement. ARTICLE 1.3 Compliance with Laws. This Agreement is subject to any and all applicable Laws and the parties shall comply with any such Laws in the exercise of their rights and performance of their obligations as such are allocated under this Agreement. 3053099.1 -5- "Laws" or "Law" as used in this Agreement means any and all statutes, constitutions, ordinances, resolutions, regulations, judicial decisions, rules, permits, approvals or other applicable requirements of the City or other governmental entity or agency having joint or several jurisdiction over the parties to this Agreement or having jurisdiction that is applicable to any aspect of this Agreement, that are in force on the Effective Date and as they may be enacted, issued or amended during the term of this Agreement. Applicable laws and regulations include but are not limited to those set forth by the Federal Communications Commission (FCC) and the State of California's Public Utilities Commission (PUC). ARTICLE 1.4 Permits. NewPath shall obtain any discretionary, nondiscretionary, and/or ministerial permits relating to the installation of the Network to the extent required by Law, including without limitation, those permits listed below (the "Permits "). 1.4.1 Architectural and Site Permits. NewPath shall obtain approval of necessary Architectural and Site Permits by the City's Planning Manager for requisite permitting of the time, place, and manner of the proposed installation of new street light poles, antennas, and related antenna equipment in the City's right of way. 1.4.2 Encroachment Permits. NewPath shall obtain any necessary encroachment permits from the City for the installation of the Network and for any other work within the City's ROW if required by the City's Municipal Code ( "Code "). 1.4.3 Building Permits. NewPath shall obtain any necessary building Permits from the City for the installation of the Network and for any other work within the City's ROW if required by the Code. 1.4.4 Compliance with Permits. All work within the City's ROW shall be performed in strict compliance with the applicable Permits and all applicable regulatory requirements. ARTICLE 1.5 Streetlight Ownership. It is understood that NewPath will replace the streetlight poles required for the DAS Facilities, the locations of which are shown in Exhibit A, with new streetlight poles capable of supporting the DAS Facilities ( "Replacement Poles "). The City shall own, maintain and operate the Replacement Poles. NewPath (and not City) shall own, maintain, and operate its DAS Facilities, ARTICLE 1.6 Compensation. NewPath and City agree that compensation should be as set forth below. (a) Streetlight Attachment. City shall allow NewPath to install ten (10) Replacement Poles in the public right of way at no charge for a period of four (4) years from the effective date of the agreement. On the first month following the fourth year from the effective date of this agreement, the payment schedule and amount shall be in accordance with section 1.6(c) of this agreement. (b) In -Kind Conduit. In order to compensate the City for NewPatb's entry upon . and deployment within the public right of way, and as compensation for the use of 3053099.1 M municipal facilities, and as compensation for use of City -owned municipal facilities such as street lights for the first four (4) years following the effective date of this agreement, NewPath shall install approximately 13,250 feet of single, 1 & 1/4 inch conduit and 15 fiber pull boxes on behalf of the City. Select requisite qualities, materials, installation methods, timeframes for installation, final deliverables, and other specifications are contained in Exhibit C. Any specifications not contained in Attachment C shall be agreed upon by NewPath and the City as part of the requisite encroachment permit process. In general, the design, materials, and workmanship of the single conduit dedicated to the City as well as the ancillary equipment installations, including but not limited to pull box construction, shall be of equal or higher quality than that which NewPath is constructing for their own purposes. (c) Fee. On the first month following the fourth year after the effective date of this agreement, NewPath shall pay to City an annual fee in the amount of one thousand dollars ($1,000) per attachment to City -owned infrastructure or Replacement Pole per year ( "Pole Rent"). Pole Rent will increase by 3% per year starting on the fourth year following the effective date of this agreement until expiration of this agreement or termination as set forth in Article 2 of this agreement. For each Additional Carrier beyond the first, the Pole Rent shall increase by five hundred dollars ($500) per year, with a 3% increase to the Pole Rent for any Additional Carrier starting after the first year each Additional Carrier is installed. If an Additional Carrier is installed in the middle of the Initial Cartier's rental year, the Pole Rent for the Additional Carrier shall be prorated as appropriate. (d) City Reimbursement. If NewPath fails to perform work, authorized or required under this Agreement, City shall provide NewPath written notice of such failure. NewPath shall cure the default to the satisfaction City within thirty (30) days after receiving the notice of default Alternatively, if NewPath determines that such default is not curable within thirty (30) days, NewPath shall promptly provide City with an estimated date upon which the default shall be cured, not to exceed ninety (90) days from receipt of the notice of default, and shall cure the default within the time frame provided. If NewPath fails to comply with the time frames specified above, including completion of work no later than ninety (90) days after receipt of notice of default, the City shall have the option to perform or cause to be performed the necessary work. City may charge NewPath for reasonable costs associated with the work. Upon receipt of a demand for payment by City, NewPath shall reimburse City for those costs within thirty (30) days. ARTICLE 2 TERM AND TERMINATION ARTICLE 2.1 Term. The term of this Agreement shall be for ten (10) years beginning on the Effective Date of this Agreement, which shall be the date of the last signature ( "Initial Term "). The term of any license granted pursuant to this Agreement shall be coextensive with the Term of this Agreement. The Agreement shall automatically renew for two (2) additional 10 -year terms ( "Renewal Term) unless either party delivers to the other a written notice within 3053099.1 -7- 180 days prior to the expiration of the Initial Term or Renewal Term, if any, of its intent not to renew. ARTICLE 2.2 Termination of Use. Notwithstanding Section 2.1 above, NewPath may terminate its use and right to use of any or all of the Network (but not any of its remaining obligations under this Agreement, Iimited to removal of equipment, warranties on work, or any other provisions explicitly noted or implied as extending beyond the validity of this Agreement by providing the City with sixty (60) days prior written notice. ARTICLE 3 REMOVAL AND RELOCATION ARTICLE 3.1 Removal Due to Public Project. Except to the extent not permitted by Law, upon receipt of a written demand from the City pursuant to this Article 3, NewPath, at its sole cost and expense, shall remove and relocate, within a 60 -day period after the notification, any part of the Network, constructed, installed, used and/or maintained by NewPath under this Agreement, whenever the City reasonably determines that the removal and /or relocation of any part of the Network is needed for any of the following purposes: (a) due to any work proposed to be done by or on behalf of the City or any other governmental agency, including but not limited to, any change of grade, alignment or width of any street, sidewalk or other public facility, installation of curbs, gutters or landscaping and installation, construction, maintenance or operation of any underground or aboveground facilities such as sewers, water mains, drains, storm drains, pipes, gas mains, poles, power lines, telephone lines, cable television lines and tracks. Notwithstanding the foregoing, if a City - imposed condition of approval associated with a permit issued to private developer requires the relocation of the DAS Facility, all reasonable costs to relocate shall be borne by the developer using NewPath vendors; (b) because any part of the Network is interfering with or adversely affecting the proper operation of City -owned light poles, traffic signals, or other City facilities; or (c) to protect or preserve the public health and safety. The City shall cooperate with NewPath in relocating any portion of the Network removed pursuant to this Section 3.1 in a manner that allows NewPath to continue providing service to its customers, including, but not limited to, expediting approval of any necessary permits required for the relocation of that portion of the Network relocated under this Section ARTICLE 3.2 Removal Due to Termination. Except to the extent not permitted by Law, no later than one hundred eighty (180) days after termination of this Agreement pursuant to the provisions of this Agreement, NewPath shall, at its sole cost and expense, remove the Network and, if such removal disturbs the City's ROW, restore the City's ROW to its original condition, including landscaping and related irrigation equipment that was disturbed or removed by NewPath ( as such may have been modified over the Term), reasonable wear and tear excepted, and further excepting NewPath installed landscaping and related irrigation equipment, or other aesthetic improvements made by NewPath to the City's ROW at the City's discretion. Alternatively, the City may allow NewPath to abandon its above - ground DAS Facilities in place at the City's discretion, and transfer them, at NewPath's sole cost to the City. NewPath shall abandon any and all fiber placed in the City's ROW and associated conduit in place and convey it to the City. 3053099.1 " &" ARTICLE 3.3 Abandonment. In the event NewPath ceases to operate or maintain, and abandons the Network, or any part thereof, for a period of ninety (90) days or more, NewPath shall, at its sole cost and expense and within the time period specified in this Section 3.3, vacate and remove the Network or the abandoned part thereof. If such removal disturbs the City's ROW, NewPath shall also, at its sole cost and expense, restore the City's ROW to its original condition, reasonable wear and tear excepted, and further excepting landscaping and related irrigation equipment, or other aesthetic improvements made by NewPath to the City's ROW. Alternatively, the City may allow NewPath to abandon its above - ground DAS Facilities in place at the City's discretion, and convey, at NewPath's sole cost to the City. NewPath shall abandon any and all fiber placed in the City's ROW and associated conduit in place and convey to the City without delay. ARTICLE 4 MAINTENANCE AND REPAIR ARTICLE 4.1 Electricity Use. NewPath shall pay for the electricity its DAS Facilities consumes in its operations at the rate charged by the servicing utility company, City will continue to pay for electricity consumed for operation of its Street lighting. ARTICLE 4.2 Street Lighting. The City shall be responsible for providing all street lighting hardware for the Replacement Poles, other than the pole itself and the electrical wiring required for the street light, which is to be provided by NewPath. NewPath at its sole cost and expense shall be responsible for installation of the new street lights in accordance with City standards. ARTICLE 4.3 Maintenance and Repair. NewPath shall, at NewPath's sole cost and expense, perform all maintenance and repairs reasonably needed to maintain the Network in good condition and appearance, and in compliance with all applicable Laws. In the event any part of the Network requires replacement because such part cannot be repaired, NewPath shall, at NewPath's sole cost and expense, replace the irreparable part of the Network. ARTICLE 4.4 Repair of ROW. NewPath shall be responsible for any damage, ordinary wear and tear excepted, to street pavement, existing facilities and utilities, curbs, gutters, sidewalks, landscaping, and all other public or private facilities to the extent caused by NewPath's construction, installation, maintenance, access, use, repair, replacement, relocation, or removal of the Network in the City's ROW ( "NewPath's Activities "). NewPath shall promptly repair such damage and return the City's ROW and any affected adjacent property to a safe and satisfactory condition to the City in accordance with the City's applicable street restoration standards or to the property owner if not the City. Additionally. NewPath shall receive approval of any required Permits, including but not limited to Public Works Encroachment Permits. for any repair work. NewPath's obligations under this Section 4.4 shall survive for one (1) year past the completion of such reparation and restoration work and return of the affected part of the City's ROW by NewPath to the City. ARTICLE 4.5 Bond. NewPath shall provide a bond in an amount of $1,000 per Node (see Exhibit A), which has been determined by the City to represent the estimated cost of NewPath's obligations under Articles 3 and 4 of this Agreement, which the City may require NeWPatb to increase from time to time (but no more frequently than every five years during the _" ^' ^, 3053099.1 -9- Term) to reflect the reasonable estimated cost of performing such obligations, to secure performance of NewPath's obligations under Sections 3 and 4. Bonds shall be in a form acceptable to the City and shall not be changed without City consent. ARTICLE 5 TAXES ARTICLE 5.1 Taxes. NewPath agrees that it will be solely responsible for the payment of any and all lawful taxes, fees and assessments levied on its use and maintenance of the Network. Pursuant to Section 107.6 of the California Revenue and Taxation Code, the City hereby advises, and NewPath recognizes and understands, that NewPath's use of the City's ROW may create a possessory interest subject to real property taxation and that NewPath may be subject to the payment of real property taxes levied on such interest. NewPath will co- operate with the Santa Clara County Assessor in providing any information necessary for the Assessor to make a property tax determination. NewPath reserves the right to challenge any such assessment, and the City agrees, at no cost or expense to City to provide any public information, including but not limited to approved plans, to NewPath in connection with any such challenge. ARTICLE 6 INDEMNIFICATION ARTICLE 6.1 Indemnity. NewPath shall indemnify, defend, and hold harmless the City, its council members, officers, employees, agents, and contractors, from and against liability, claims, demands, losses, damages, fines, charges, penalties, administrative and judicial proceedings and orders, judgments, and the costs and expenses incurred in connection therewith, including reasonable attorneys' fees and costs of defense ( "Claims ") to the extent arising out of the negligence or willful misconduct of New Path or its officers, agents, employees, or contractors, any breach of this Agreement, or, NewPath's Activities, except to the extent such Claims arise from or are caused by the negligence or willful misconduct of the City_ This indemnification extends to the City for NewPath's actions related to the construction, operations, maintenance, or any other activities associated with NewPath's equipment, including but not limited to any actions related to electromagnetic frequencies. ARTICLE 6.2 Limitation of Liability. In all cases, not just those related to indemnification, neither party to this agreement will be responsible to the other for consequential, indirect, or punitive damages. ARTICLE 6.3 Waiver of Claims. NewPath waives all claims, demands, causes of action, and rights it may assert against the City on account of any loss, damage, or injury to any portion of the Network, or any loss or degradation of the services provided by the Network resulting from any event or occurrence except to the extent of City's negligence or willful misconduct. ARTICLE 6.4 Limitation of City's Liability. The City will be Iiable only for the cost of repair to damaged portions of the DAS Facilities arising from the negligence or willful misconduct of City, its employees, agents, or contractors 3053094.1 -10- ARTICLE 7 INSURANCE ARTICLE 7.1 Minimum Insurance Requirements. NewPath shall obtain and maintain at its sole cost and expense for the duration of this Agreement insurance pursuant to the terms and conditions described in this Article. (a)Minimum Insurance. NewPath shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, insurance as follows: (i) General Liability: A policy or policies of Comprehensive General Liability Insurance, with minimum limits of $2,000,000 combined single limit per occurrence for bodily injury, personal injury, death, loss and property damage resulting from wrongful or negligent acts by NewPath. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. (ii) Automobile Liability: A policy or policies of Comprehensive Vehicle Liability Insurance covering personal injury and property damage, with minimum limits of $1,000,000 combined single limit per accident for bodily injury and property damage covering any vehicle utilized by NewPath in performing the work covered by this Agreement. (iii) Workers' Compensation and Employer's Liability: Workers' compensation limits as required by the Labor Code, and Employer's Liability limits of $1,000,000 per accident. (b)Deductibles and Self- Insured Retentions. Any deductibles or self - insured retentions shall not exceed $25,000; provided, however, if NewPath's insurance policy expressly provides (i) that the insurer is required to pay covered claims with no deduction for all or any part of the NewPath's deductible, and (ii) insurer's obligation to pay covered claims is triggered irrespective of whether or not the insured pays the deductible, then NewPath's deductible shall not exceed $100,000 for Comprehensive General Liability Insurance, $100,000 for Comprehensive Vehicle Liability Insurance and $250,000 for Workers' Compensation and Employer's Liability coverage. (-,)Other Insurance Provisions. The policies sball contain, or be endorsed to contain, the following provisions: (i) General Liability and Automobile Liability Coverage. (1) The City, and its elected and appointed council members, board members, commissioners, officers and officials (the "Insureds ") shall be named as additional insureds on all required insurance policies, except for Workers' Compensation and Employer's Liability policies. (2) NewPath's insurance coverage shall be primary insurance as respects the Insureds with respect to the matters covered by this Agreement. Any 3053099.] -Ii- insurance or self - insurance maintained by the Insureds shall be in excess of NewPath's insurance and shall not contribute with it. (3) Any failure of NewPath to comply with reporting provisions of the policies shall not affect coverage provided to the Insureds. (4) NewPath's insurance shall apply separately to each of the Insureds against whom a claim is made or suit is brought, except with respect to the limits of the insurer's liability. Each of the Insureds is subject to all policy terms and conditions and has an obligation, as an Insured, to report claims made against them to the insurance carrier. (ii) Worker's Compensation and Employers Liability Coverage: The insurer shall agree to waive all rights of subrogation against the Insureds for losses arising from work performed by NewPath in the City's ROW. (iii) All Coverages. Except for non - payment of premium, each insurance policy required by this clause shall be endorsed to state that coverage shall not be cancelled except after thirty (30) days' prior written notice has been given to the City. If for any reason insurance coverage is canceled or, reduced in coverage or in limits, NewPath shall, within two (2) business days of notice from the insurer, notify the City by phone or fax of the changes to or cancellation of the policy and shall confirm such notice via certified mail, return receipt requested. (d)Acceptability of Insurers. Insurance shall be placed with insurers admitted and licensed to do business in the State of California with an A.M. Best rating of no less than A:VII. (e)Verification of Coverage. NewPath shall furnish the City with certificates of insurance required by this Article 7. The certificates for each insurance policy are to be signed by a person, either manually or electronically, authorized by that insurer to bind coverage on its behalf. All certificates are to be received and approved by the City before work commences. ARTICLE 7.2 Secondary Parties. In the event NewPath hires any subcontractors, independent contractors or agents ("Secondary Parties ") to locate, place, attach; install, operate, use, control, replace, repair or maintain the Network, NewPath shall require the Secondary Parties to obtain and maintain similar policy types and limits of insurance required by Section 7.1 of this Agreement. It shall be NewPath's responsibility to ensure compliance with this Section 7.2. ARTICLE 8 MISCELLANEOUS PROVISIONS ARTICLE 8.1 No Waiver. The parties do not intend, and nothing in this Agreement shall be interpreted as, a waiver of any of NewPath's rights under state and/or federal law, including, but not limited to, Public Utilities Code section 7901 and 7901.1 and Government Code section 50030. ARTICLE 8.2 Nonexclusive Use. NewPath acknowledges that this Agreement does not provide NewPath with exclusive use of the City's ROW or any municipal facility and that 3053099.1 -12- City retains the right to permit other providers of communications services to install equipment or devices in the City's ROW and on municipal facilities. NewPath acknowledges that the City may make information available to other providers of communications services concerning the presence or planned deployment of the Network in the City's ROW. ARTICLE 8.3 Notices. All notices which shall or may be given pursuant to this Agreement shall be in writing and personally served or transmitted through first class United States mail, or by private delivery systems, postage prepaid, to the following address or such other address of which a party may give written notice: City: City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 Attention: City Administrator With a copy to: Berliner Cohen, 10 Almaden Blvd., 1 Its Floor, San Jose, CA 95113 NewPath: NewPath Networks, LLC c/o Crown Castle USA Inc. 2000 Corporate Drive, Canonsburg, PA 15317 -8564 Attn: E. Blake Hawk, General Counsel, Legal Department With a copy to: NewPath Networks, LLC 695 River Oaks Parkway San Jose, CA 95134 Attn: Contracts Administration Any notice required or provided for under this Agreement shall be deemed served at the time of personal service. Mailed notices will be deemed served as of the day of receipt. ARTICLE 8.4 Attorneys' Fees. if legal action is brought by either party because of a breach of this Agreement or to enforce a provision of this Agreement, the prevailing party is entitled to recover reasonable attorneys' fees and court costs. ARTICLE 8.5 Transfers. NewPath shall provide thirty (30) days' prior written notice to the City prior to any transfer of any part of the Network to a third party. An assignment shall not be effective until the proposed transferee agrees in writing to comply with and be subject to all the terms and conditions of this Agreement and the Code. No such transfer shall relieve NewPath of any obligation to be performed by NewPath under this Agreement, whether occurring before or after such assignment or other transfer. Without limiting any provision in 1.,,, n, ._-,,,,,,., 3053099.1 -13- this Agreement to the contrary, NewPath may in the ordinary course of its business and without the prior written consent of or notice to the City: (a) license the Network, or any portion thereof, to another person, (b) grant an indefeasible right of user interest in the Network or any portion thereof to another person, or (c) offer or provide capacity or bandwidth from the Network to another person; (d) assign any contract to any entity which controls, is controlled by or which is under common control with NewPath or to any entity acquiring all or substantially all of the assets of NewPath provided that whether NewPath does any of these three things listed in (a) — (c) of this section, it or one of its affiliates must at all times retain exclusive control over the Network and remain responsible for locating, servicing, repairing, maintaining, replacing, relocating, or removing the Network pursuant to the provisions of this Agreement. For purposes of this agreement, an entity of NewPath which is under the control of NewPath or under common control with NewPath means one which is either a wholly -owned direct or indirect subsidiary of Crown Castle Solutions Corp., a Delaware corporation. ARTICLE 8.6 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, legal representatives, successors, assigns and transferees. ARTICLE 8.7 Entire Agreement; Modification; Waiver. This Agreement constitutes the entire agreement between the parties relating to the subject matter hereof. All prior and contemporaneous agreements, representations, negotiations, and understandings of the parties, oral or written, relating to the subject matter hereof, are merged into and superseded by this Agreement. Any modification or amendment to this Agreement shall be of no force and effect unless it is in writing and signed by the parties. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar. No waiver or consent shall constitute a continuing waiver or consent or commit either party to provide a waiver in the future except to the extent specifically set forth in writing. No waiver shall be binding unless executed in writing by the party making the waiver. ARTICLE 8.8 Severability. if any one or more of the provisions of this Agreement shall be held by a court of competent jurisdiction in a final judicial action to be void, voidable, or unenforceable, such provision or provisions shall be deemed separable from the remaining provisions of this Agreement and shall in no way affect the validity of the remaining portions of this Agreement. ARTICLE 8.9 Governing Law. This Agreement shall be interpreted and enforced according to, and the parties rights and obligations governed by, the domestic law of the State of California, without regard to its laws regarding choice of applicable law. Any proceeding or action to enforce this Agreement shall occur in the federal court with jurisdiction over Santa Clara County and the state courts located in Santa Clara County, California. ARTICLE 8.10 Survival of Terms. All of the terms and conditions in this Agreement related to payment, removal due to termination, indemnification, limits of City's liability, attorneys' fees and waiver shall survive termination of this Agreement. 1,, . �._,,,,.,.z 3053099.1 -14- ARTICLE 8.11 Captions and Paragraph Headings. Captions and paragraph headings used herein are for convenience only. They are not a part of this Agreement and shall not be used in construing this Agreement. ARTICLE 8.12 Exhibits. All Exhibits referenced in this Agreement are hereby incorporated as though set forth in full herein. ARTICLE 8.13 Drafting. The parties agree that this Agreement is the project of joint draftsmanship and that should any of the terms be determined by a court, or in any type of quasi - judicial or other proceeding, to be vague, ambiguous and/or unintelligible, that the same sentences, phrases, clauses or other wording or language of any kind shall not be construed against the drafting party in accordance with California Civil Code Section 1654, and that each party to this Agreement waives the effect of such statute. ARTICLE 8.14 Execution in Counterparts. This Agreement may be executed in one or more identical counterparts and all such counterparts together shall constitute a single instrument for the purpose of the effectiveness of this Agreement. ARTICLE 8.15 Authority to Execute This Agreement. Each person or persons executing this Agreement on behalf of a party, warrants and represents that he or she has the frill right, power, legal capacity and authority to execute this Agreement on behalf of such party and has the authority to bind such party to the performance of its obligations under this Agreement without the approval or consent of any other person or entity. IN WITNESS WHEREOF, the parties have signed this Agreement as of the date stated in the introductory clause. t Gilroy, a municipal corporation By: Name: Thomas J. Haglund Title: City dm' isstrrator Date: APPROVED AS TO FORM: *--F� 7a -1 a o City Attorney wa v�� 7l�A.1 M. :..'J1I11I17 3053099.1 Newl'ath Networks, LLC, a New Jersey limited liability corporation By: Name. Date: -15- ATTEST: Freels, Approved as to Form and Legal Sufficiency: Date: O1-1 ! 1 '�r nn 1.3 3053099.1 EXHIBIT A: NODE LOCATION MAP -16- ° ,..xg GR-08—\ gV ,,, � �" ro¢, ,.¢: „a. N. ,:. y ` im p o,: B° ®°' fi .,. T E ,x«, •3 � � my i � q GILROyY a „ ° ,..xg Crow CBSHB 11000F RAW MN,WM250 SMWi ,WRBB100 ,h..: I2p)M73U Faz:CM)W6738B PR GR- 07—/ ^.. >, .. ° i „w• _ »n -. s� o ® o oaam,a¢yl GR -03� "° GR -14 DA V ¢,:a•""'° 4 �° '""ro» ^.. „ � § : w�a w�a .-`"0 � <.P ° c � y ` � .m. o..x., q„ ° P v < e , �,^ � i ado• V� t;E e _�® - i � ' GR-05—�? e � a GR -04 w'•ms` ° GR -16 eo GR-11 GR 15 i ✓ia � � ie ry �� a�+i we•q .in u.,a n,Me,n LEGEND SYMBOLS w .w. ''GR -12 g 3 ¢? GR-08—\ gV ,,, � �" ro¢, ,.¢: „a. N. ,:. y ` im p o,: B° ®°' fi .,. T E ,x«, •3 � � my i � q Crow CBSHB 11000F RAW MN,WM250 SMWi ,WRBB100 ,h..: I2p)M73U Faz:CM)W6738B PR GR- 07—/ ^.. >, .. ° i „w• _ »n -. s� o ® o oaam,a¢yl GR -03� "° GR -14 DA V ¢,:a•""'° 4 �° '""ro» ^.. „ � § : w�a w�a .-`"0 � <.P ° c � y ` � .m. o..x., q„ ° P v < e , �,^ � i ado• V� t;E e _�® - i � ' GR-05—�? e � a GR -04 w'•ms` ° GR -16 eo GR-11 GR 15 i ✓ia � � ie ry �� a�+i we•q .in u.,a n,Me,n LEGEND SYMBOLS w .w. ''GR -12 g 3 ¢? EXHIBIT B: FIBER LOCATION MAP -17- Hill MC C;�©. r N 850 Tasman Dr. Milpitas, California, 95035 408- 468 -5400 Legend CCI & City Joint Trench 13,251' Crown Castle Und Grd Fiber Crown Castle Aerial Fiber San 0 1/8 Mi 1/4 Mi 3/8 Mi 1/2 Mi EXHIBIT C: SPECIFICAITONS FOR INSTALLATION OF CONDUIT Customer Service 800 - 847 -7661 • Available from 1/2" to 16" diameters • Manufactured from flexible HDPE, makes gradual bends without special equipment • Continuous lengths reduce joining costs • Excellent low temperature properties, allows installation in cold climates • Outstanding long term cable protection from shifting ground, rock and root impingement • Provides a permanent pathway, simpifies future cable repairs or replacment • Available with UV protectant for aerial /lashed placement • UL Listing Available from t/z" - 6" for SDR 13.5, SCH 40 and SCH 80 Existing Conduit, Plow, Direct Burial, Aerial Telecom M) CATV Enterprise Q C &I O Energy 0 DOT ■■■■. ❑■ ■■■ ®(Custom) FOOTAGE MARKINGS Sequential foot or meter markings. Custom print streams available. SILICORET" a `��. SILICORE is co- extruded with the tough HDPE jacket creating a super, slick permanent lining. SILICORE lined ducts allow for higher speed cable jetting and longer cable pulls. WAVE RIB Oscillating spiral internal ribs greatly reduce friction for longer, faster pulls. PREINSTALLED TAPE Factory pre - installed Bull- LineTM Pull Tape with EVEN- LOADTM, ensures extra slack at any access point throughout the reel. Available 5001b - 6,000ib tensile strength or locatable. PREINSTALLED CABLE Specifiy single or multiple cables to be factory pre - installed. Cable types: Service Drops, Fiber, Coaxial, 60oVolt Al, 600 Volt Cu, Medium Voltage. dura •line Customer Service • 800 - 847 -7661 Wall Type SDR -9 SDR -11 5DR -13.5 5DR -15.5 SDR -17 Min.Wall(in) 0,093 1 0.117 0.14(i DL8A 1 0.211 0.264 01319 0.389 0.500 0.618 1 0.736 0.958 1.194 1 1.417 Wall Tolerance+ 0.020 0.020 0.020 QY, 0.025 0.032 0.038 0.047 0.060 0.074 0.088 0.115 1 0.143 0.170 Avg ID (in) 0.633 0.797 1.003 19 1.452 1.816 2.198 2.676 3A40 4.253 5.064 6.593 8.218 9.747 Weight ( # /k) 0.095 0.149 0.233 0.487 0.762 1.116 1.654 2.734 4.178 5.926 10.043 15.502 21.948 Safe Working Load Min.Wall(in) 525 0.076 821 0.095 1,288 0.119 0.151 2,680 0,173 4,200 0.216. 6,155 0,261 9,122 0.318 15,080 0,409 23,045 0.506 32,684 0.602 55,397 0.784 86,057 0.977 121,056 1.159 Wall Tolerance + 0.020 0.020 0.02D 0.020 0,021 0026 0031 0.038 0.049 0.061 0072 0094 0.117 0.139 Avg ID (ir) 0.6H 0.840 1.057 1.338 1533 1.917 2.322 2.826 3633 4.491 5.348 6.963 8.678 10.293 Weight( #7ft) 0.079 1 0.124 0.195 1 0.312 1 0.409 0,638 0,934 1.385 2291 3501 1 4.966 8.417 13.075 1 18.393 Safe Working Load Min. Wail fn) 440 0.062 687 0.078 1,078 0.097 1,717 0.123 2,249 0.141 3,515 0.176 5,151 0.213 7,633 0.259 12,618 0.333 19,284 0.412 27,349 0.491 46,355 0.639 72,010 0.796 101,29] 0.944 Wall Tolerance+ 0.020 0.020 0.020 0.020 0.020 0.021 0.026 0.031 0.040 0.049 0.059 0.077 0.096 0.113 Avg ID (in) 0.696 0.874 1.101 1.394 1.598 2.002 2.423 2.951 3.794 4.689 5.585 7.271 9.062 10.748 Weight(#Ifd 0.066 0.104 0.162 0,259 0.340 0.530 0.777 1.151 1.902 2.909 4.126 6.9% 10.864 15.283 Safe Working Load Min.Wall(in) 365 570 894 0,085 1,425 0.107 1,867 0.123 2,917 0,153 4,274 0.185 6,335 0.226 .10,472 0290 16,004 0.359 22,697 0.427 38,470 59,762 84,667 Wall Tolerance+ 0.020 0.020 0.020 0.020 0,022 0.027 0.035 0.043 0.051 Avg ID (in) 1 1.125 1,426 1.634 2049 . 2.483 3.021 3.885 4.802 5.719 Weight( #Ift) 0.143 1 0.228 0.300 0466 1 0.683 1 1.015 1.675 2.562 1 3.633 Safe Working Load Miami] (in) O.D62 792 0.077 1,234 0.098 1,607 0.112 2,466 0.140 3,592 0.169 5,342 0.206 8,814 0.265 13,483 0.327 19,123 0390 Wall Toleranre+ 0.020 0.020 0.020 0.020 0.020 0.020 0.025 0.032 0.039 0.047 Avg ID Cr) 0.906 1.141 1.440 1.656 2.075 2.517 3.063 3.939 4.869 5799 Weight(#tw 0.084 0.131 0.210 0.275 0429 0.628 0.931 1.538 2.351 3.334 Safe Working Load 460 722 1,150 1,507 2,355 3,450 5,114 8,453 12,918 18,321 dura -liner Customer Service • 800 - 847 -7661 A °® CERTIFICATE OF LIABILITY INSURANCE page 1 of 2 04124/ 013 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies)must be endorsed. If SUBROGATION IS WAIVED, subject to theterms and conditions of the policy, certain policies may require an endorsement. A statement on this certificatedoes not confer rights to the certificate holder in lieu of such endomement(s). PRODUCER - CONTACT NAME Willis of Pennsylvania, Inc. C/o 26 Century Blvd. P 0. Box 305191 PHONE FAX 877 - 945 -7378 888 - 467 -2378 E -MAIL certificates @Willis.com ADDRESS Na36Ville, TN 37230 -5191 INSURER(S)AFFORDINGCOVERAGE NAIC# INSURERA: Federal Insurance Company 20281 -005 $ 11000,000 INSURED CROWN CASTLE INTERNATIONAL CORP. INSURER B: New Hampshire Insurance Co. 23841 -000 INSURERC: $ 5,000 See Attached Named Insured List 1220 Augusta Dr. Suite 500 Houston, TX 77057 INSURER D: INSURER E: GENERALAGGREGATE $ 2,000,000 INSURER F: UMITAPPLIES POLICY PRO PER LOC COVERAGES CERTIFICATE NUMBER: 19762291 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ITR TYPE OF INSURANCE DD' SUB POUCYNUMBER POUCYEFF POLICY EXP LIMITS • GENERALLIABILITY R COMMERCIALGENEflAL LIABILITY CLAIMS-MADEIXI OCCUR y Y 7021 -02 -2$ /1/2013 4/1/2014 EACHOCCURRENCE $ 11000,000 PREMISES Eameorence $ 1,000,000 MED EXP(Anyone person) $ 5,000 PERSONAL& ADV INJURY $ 1.000,000 GENERALAGGREGATE $ 2,000,000 GEN'LAGGREGATE UMITAPPLIES POLICY PRO PER LOC PRODUCTS- COMP /OP AGG $ 2,000,000 X $ • AUTO NOBILELIABILITY X ANYAUrO ALLOWNEO SCHEDULED AUTOS AUTOS HIREDAUTOS NON -OWNED AUTOS y Y 7021 -02 -29 4/1/2013 4/1/2014 CO BINUED SINGLE LIMIT $ 1'000'000 URV(Per person) $ URV(Pereccitlen[) $ DAMAGE t) $ $ X UMBRELLALIAB EXCESS DAB X OCCUR CLAIMS -MADE y y 61844671 4/1/2013 4/1/20::L URRENCE $ 5 QQQ QQ0 E $ 5 000 000 DED RETENTION$ $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETOR /PARTNER /EXECUTIVEFN-] OFFICERMIEMBER EXCLUDED? 'Mantlatoryln NH) DESCRIPTION OF OPERATIONS below N/A Y 7171 -06 -98 4/1/2013 412014 ATU- OTH- E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE -EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS /LOCATIONS /VEHICLES (Atmch AcorE 101, AEtlimn.1 Remarks ScteEUle,'rl more speceis regaireeJ Re: Right -of -Way Agreement between The City of Gilroy and Newpath Networks, LLC. see attached: CERTIFICATE HOLDER CANCELLATION Coll:4076732 Tpl:1615966 Cert:19762291 ©1988 -201 CORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Gilroy AUTHORIZED REPRESENTATIVE Attn: City Administrator 7351 Rosanna Street Gilroy, CA 95020 Q.yyp�J Coll:4076732 Tpl:1615966 Cert:19762291 ©1988 -201 CORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: LOC #: "141 O ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY NAMED INSURED CROWN CASTLE INTERNATIONAL CORP. Willis of Pennsylvania, Inc. See Attached Named insured List 1220 Augusta Dr. Suite 500 Houston, TX 77057 POLICY NUMBER See First Page CARRIER NAIC CODE EFFECTIVEDATE: See First Page See First Page AUDI I IUNAL HCMAHK5 THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, rnnPANR RuRpo. 25 cnnnn TITI c• CERTIFICATE OF LIABILITY INSURANCE Certificate Holder is included as an Additional Insured under the General, Automobile and Umbrella policies as required by Written agreement and only with respect to the liability arising out of the operations performed by or on behalf of the Named Insured. General, Automobile, Umbrella Liability and Workers' Compensation include a Waiver of Subrogation in favor of the Certificate Holder when required by written contract but always subject to the policy terms, conditions, exclusions and as permitted by law. Additional Insureds: City of Gilroy, and its elected and appointed council members, board members, commissioners, officers and officials. 101(2008/01) Coll:4076732 Tpl:1615966 Cert:19762291 ©2005 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Crown Castle International AirComm of Avon, L.L.C. Atlantic Coast Communications LLC AZ - CLEC LLC CA - CLEC LLC CC Castle International LLC CC Finance LLC CC Holdings GS V LLC CC Site Acquisitions II LLC CC TM PA LLC (eff 10/3112012) CC Towers Guarantor LLC CC Towers Holding LLC CCGS Holdings Corp. CCPE Acquisitions LLC CCTM Holdings LLC (eff 10/31/2012) CCTM1 LLC (eff 11130/12) CCTM2 LLC (effective 11/30/12) CCTMO LLC (eff 10/31/2012) Coastal Antennas LLC CO -CLEC (11/19/09) Comsite Venture, Inc. Coverage Plus Antenna Systems LLC Crown Atlantic Company LLC Crown Castle AS LLC (eff 4/29/11) Crown Castle Atlantic LLC Crown Castle Augusta LLC Crown Castle Australia Holdings Pty Ltd Crown Castle Australia Pry Ltd Crown Castle BP ATT LLC Crown Castle CA Corp. Crown Castle GS III Corp. Crown Castle ST Company LLC Crown Castle ST Corp. Crown Castle GT Holding Sub LLC Crown Castle International Corp. Crown Castle International Corp. de Puerto Rico Crown Castle International LLC Crown Castle Investment Corp Crown Castle MM Holding Corp. Crown Castle MM Holding LLC Crown Castle MU LLC Crown Castle MUPA LLC Crown Castle Nevada LLC Crown Castle NG Acquisitions Corp (eff 12/14/11) Crown Castle NG Atlantic Inc. (eff 5/4/121 fka NextG Networks Atlantic Inc Crown Castle NG Central Inc. (eff 5012) fka Nax G Networks of Illinois Inc JBCM Towers LLC KAW Consulting Pty Ltd (eff 12/12/01) MA - CLEC LLC MD - CLEC LLC Mobile Media California LLC Consolidated Subsidiaries Crown Castle NG East Inc. (eff 5/3/12) fka NextG Networks of NY Inc Crown Castle NG Networks Inc. (eff 5/3/12) fka Nex G Networks Inc Crown Castle NG West Inc. (eff 513112) fka NexIG Networks of California Inc Crown Castle No 1 Pty Ltd (eff 6/14/11) Crown Castle Operating Company Crown Castle Operating LLC Crown Castle Orlando Corp. Crown Castle PR LLC Crown Castle PT Inc. Crown Castle Puerto Rico Corp. Crown Castle Service LLC (eff 6/24/2011) Crown Castle Solutions Corp. Crown Castle South LLC Crown Castle Towers 05 LLC Crown Castle Towers 06 -2 LLC Crown Castle Towers 09 LLC Crown Castle Towers LLC Crown Castle USA Inc. Crown Communication LLC (formerly Crown Communication Inc. eff 1/1/11) Crown Communication New York, Inc. Crown Mobile Systems, Inc CTTA Pty Limited (eff 8/13/08) DC - CLEC LLC Divame Pty Limited (effective 10/26/12) FL - CLEC LLC Global Signal Acquisitions 11 LLC Global Signal Acquisitions III LLC Global Signal Acquisitions IV LLC Global Signal Acquisitions LLC Global Signal GP LLC Global Signal Holdings III LLC Global Signal Holdings IV LLC Global Signal Operating Partnership, L.P. Global Signal Services LLC GoldenState Towers, LLC GS Savings Inc. GSPN Intangibles LLC High Point Management Co. LLC ICB Towers, LLC IL - CLEC LLC IN - CLEC LLC In SITE Fiber of Virginia, Inc. InSITE Solutions, LLC Interstate Tower Communications LLC Intracoastal City Towers LLC TowerOne North Coventry LLC (eff 312/2012) TowerOne Partners, LLC (eff 3/2/2012) TowerOne Upper Pottsgrove 002, LLC (eft 31212012) TowerOne Warminster 001, LLC (eff 3/2/2012) TowerOne Warrington 002, LLC (eff 3/2/2012) Crown Castle International Mobile Media National LLC Modeo LLC MW Cell REIT 1 LLC (eff 1/31/12) MW Cell TRS 1 LLC (eff 1131/12) New Path Networks, Inc. New Path Networks, LLC NextG Networks Atlantic, Inc. (effective 4110/12) NextG Networks of California, Inc. (effective 4/10/12) NextG Networks of Illinois, Inc. (effective 4/10/12) NextG Networks of NY, Inc (effective 4 110/12) NextG Networks, Inc. (effective 4/10/12) NJ - CLEC LLC NV - CLEC LLC NY - CLEC LLC OH CLEC LLC (effective 7/20/11) OP LLC PA - CLEC LLC Pinnacle San Antonio L.L.C. Pinnacle St. Louis LLC Pinnacle Towers Acquisition Holdings LLC Pinnacle Towers Acquisition LLC Pinnacle Towers Asset Holding LLC Pinnacle Towers Canada Inc. Pinnacle Towers III LLC Pinnacle Towers Limited Pinnacle Towers LLC Pinnacle Towers V Inc. Radio Station WGLD LLC RECC Properties Limited (eff 9/20/00) SC - CLEC LLC Shaffer & Associates, Inc. Sierra Towers, Inc. Thunder Towers LLC Tower Systems LLC Tower Technology Company of Jacksonville LLC Tower Ventures III, LLC TowerOne 2012, LLC (eff 3/2/2012) TowerOne Allentown 001, LLC (eff 3/2/2012) TowerOne Doylestown, LLC (eff 3/2/2012) TowerOne Middletown 003, LLC (eff 3/212012) Consolidated Subsidiaries Towers Finco II LLC Towers Finco III LLC Towers Finco LLC TVHT, LLC VA -CLEC LLC WA - CLEC LLC WCP Wireless Lease Subsidiary, LLC (eff 1/3112012) WCP Wireless Site Funding LLC (eff 1/31/2012) WCP Wireless Site Holdco LLC (eff 1/31/2012) WCP Wireless Site Non -RE Funding LLC (eff 1/31/2012) WCP Wireless Site Non -RE Holdco LLC (eff 1/31/2012) WCP Wireless Site RE Funding LLC (eff 1/3112012) WCP Wireless Site RE Holdco LLC (eff 1/31/2012) Wireless Funding, LLC (elf 1/3112012) Wireless Realty Holdings fl, LLC (effective 5/19/11) Wireless Revenue Properties, LLC (eff 1131/2012) Inactive Entities Crown Castle Europe LLC eff 121912009 Crown Castle Mexico, S.A. de C.V. eff 12/2010