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03.08 Small Cell Facilities Instatllation Agreement *���°�°�c* AGENDA ITEM �: :�� �Q�..�, .�a September 11, 2018 6` oas.+�,••'� �U�,;y cty Reviewed/Verified By: TO: Honorable Mayor and Members of the City Council City Manager Finance Dire tor THRU• R1ck Otto To Be Presen ed By: Aaron Schulze City Manager X Cons Calendar City Mgr Rpts Council Reports Legal Affairs FROM: AarOn SChulze, � Boards/Cmtes _ Public Hrgs Senior Admimstrative Analyst Admin Reports Plan/Environ 1. SUBJECT Master Encroachment Agreement (Agreement) between the City of Orange and New Cingular Wireless PCS, LLC (AT&T) to install telecommunications network facilities within the public right-of-way. 2. SUMMARY It is proposed that the City Council approve an Agreement between the City of Orange and AT&T to install up to thirty small telecommunications network facilities on City-owned streetlight poles. The proposed Agreement provides for annual payments of$1,750 per facility. 3. RECOMMENDED ACTION 1. Approve Agreement between City of Orange and New Cingular Wireless PCS, LLC; and 2. Authorize the Mayor and City Clerk to execute the Agreement on behalf of the City. ' 4. FISCAL IMPACT The proposed Agreement provides for an annual Attachment Fee of $1,750 per facility and includes a provision for three percent annual increases. 5. STRATEGIC PLAN GOAL(S) Be a fiscally healthy community b. Analyze future fiscal needs and potential revenue opportunities. d. Effectively manage and develop City assets. ITEM 3 •� 1 9/11/18 6. GENERAL PLAN IMPLEMENTATION Infrastructure Goal 4.0: Ensure adequate provision of electricity, natural gas, telephone and data services and cable television. Policy 4.1: Continue to work with dry utility service providers to ensure that the community's current and future needs are met. 7. DISCUSSION and BACKGROUND As demand for wireless data grows, the four major cell carriers are augmenting their traditional cell towers with small cell facilities mounted on City streetlight poles. These small cell facilities help expand network coverage and increase capacity. The proposed Master Encroachment Agreement with AT&T has an annual attachment fee of $1,750, which is slightly lower than other recent agreements. This lower attachment fee reflects AT&T's commitment to build significantly more cell facilities as they work to address deficiencies in the AT&T network in the City of Orange. The proposed Master Encroachment Agreement allows AT&T to install twenty facilities on City- owned streetlight poles once they have obtained individual permits for each site from the Public Works Department. The Agreement also allows AT&T to add additional facilities, up to a total of thirty, by amendment approved by the City Manager. Any facilities beyond thirty would require a new Agreement and approval by the City Council. The terms and conditions of the proposed Agreement include: • Annual Attachment Fees of$1,750 per facility. • Attachment Fee is subject to an annual increase of 3% starting in year two of the Agreement. • Agreement term is ten years with two five-year extensions. 8. ATTACHMENTS • Master Encroachment Agreement between City of Orange and New Cingular Wireless PCS, LLC N:\STAFF REPORTS�2018\091118_AT&T Master Encroachment Ageement.doc ITEM 2 9/11/18 MASTER LICENSE AGREEM'ENT MASTER LICENSE AGREEMENT`BY AN�D BETWEEN THE CITY OF ORANGE AND NEW CINGULAR WIRELESS PCS,LLC FOR THE CONSTRUCTION,INSTALLATION,MAINTENANCE,AND OPERATION OF TELECOMMUNICATIONS NETWORK FACILITIES WITHIN THE,PUBLIC RIGHT-OF-V6�AY This Master License Agreement for the Construction, Installation, Maintenance and Operation of Telecommunications Network Facilities on City ProperCy Within the Public Right- of-Way("Agreement")is entered into effective as of ,2018{"Effective Date") between the CITY OF OR.ANGE,a municipal corporation organized and operating under the Iaws of the Sta.te of California(the "City"}and New Cingular Wixeless PCS,LLC, a Delaware limited liabiliTy company("Licensee"and together with City,the"Parties"and each,a"Party").. NOW THEREFORE,the Parties do hereby agree to the following terms and conditions: RECITALS WHEREAS, Licensee is a limited liability company, duIy organized and existing und'er the Iaws of the State of Delaware to provide teI'ecommunications services; and WHEREAS, Licensee seeks the CiTy's permission to construct, install, and maintain a comprehensive network of Telecommunications Network Facilities (as defined herein) on City Property within the City's Public Right-of-Way (as defined herein)within the City;and WHEREAS, City has the authority to regulate the terms and conditions for the use of the Public Right-o£-Way €or the construction, iinstallation, maintenance, and operation of Telecommunications Network Facilities by telecommunications providers through the issuance of Licenses (as defined herein) and the. authority to impose permit and other fees on Licensee in connection with its placement of Telecommunications Network Facilities on City Property in the Public Right-of-Way;and WHEREAS, the purpose of this Agreement is.to provide the general framework within which Licensee will apply for necessary Licenses and install, move, and/or remove Telecommunications Network Facilities on City Property Tocated within the Public Right-of-Way within the corporate limits of the City. NOW,THEREFORE, in consideration of the recitals and the mutual promises contained herein, the Parties agree as follows: DEFINITIONS City—Means the Ciiy of Orange, a municipal corporation organized and operating under the laws of the State of California, and includes the duiy elected or appointed officers, agents, employees, and voIunteers of the City of Orange,individually or collectively. 1 Telecommunications Networlc Facilities or Facilities — Means, without limitation, antennas, radios, fibex optic cables, wires, lines, conduits, converters, splice boxes, cabinets, handholes, manholes, vaults, drains, surface location mazkers, waveguides, poles, towers,. conductors, ducts, amplifiers, appliances, ped'estals, or other associated equipment and related hardware, appiu�Yenances, and facilities to:be used by Licensee to provide service or to be located by Licensee on City Property in.any Public Right-of-Way of the City azzd used or be useful for the transmission of Telecommunications Services — all as described in more detail in any and all Licenses. Laws — Means any order, certi�cate,.judicial decision, sta.tute, constitution, ordinance, resolution,rule,tariff,adtninistrative order,or other requirement of any municipality,county,state, federal, or other agency having j,oint or several junisdiction over the parties to this Agreement,in effect either at the time of execution of this Agreement or at any time dvring the location of the Faczlities in the Public Right-of-Way including, without limitation, any regulation or order of an official entity or body (including the Federal Communication Commission ("PCC") or any successoz agency. A zeference to"Laws" shai'T include,without limitation, any lawfuI provision of the Orange Municipal'�Code("OMC") or any other City ordinance,resolution or regulation. License — Means an individual site license, in substantially the same form as attached hereto as Exhibit A, obtained by Licensee from the City pursuant to an applicarion filed in accozdance with all applicable City procedures and requirements. The term does not inclnde Licenses,agreements or other authorizations required to occupy City Property.. Lice�asee — Means the L'zcensee named in the Preamble and its lawful successors or pernutted assigns. Publie Right-of-Way—Means�the suz�ace,the air space above the surface, and�the.area below the surface of the public streets, roads; sidewalks, lanes, courts, ways, alleys, boulevards, and similaz places as the same now or may thereafter exist that are owned or controlled by the Ciry,aze dedicated to the use of the general�public for street purposes,and axe under the jurisciictiom of the City. This term shalt not include any property owned by any person or agency other than the City,except as provided by applicabl'e Laws or pursuant to an agreement between the City and any person. This term shall not include any City Propexty.. City Property—Means any City-owned buildings,infrastructure oz other property located within the Public Right-of-Way, including, without limitation utility poles, traffic Iight poIes, wires,fiber-optie strands; conduit and street light poles. Telecommunications Services -- Means servicea that Licensee is authorized to offer and/or provide through the Telecomrnunications Network Facilities. 1. Limitations and Restrictions of License. 1.1 Subject to the provisions of this Agreement and all applicable Laws, City hereby allows Licensee and its employees, contractoss, subcontractors, agents, representatives and permitted assigns to occupy and access City Property in the City's PubIic Right-of-Way for the purpose of consiruction, installation, maintenarice, location, movement, operation, placement, protection, reconstruction, reinstal�lation, rel'ocation; removal, repair and repl'acement of the 2 Telecomm.unications Network Facilities on City Property as described and shown in any applicable License,which by this reference is incorporated herein{the"Wozk"). Licensee hereby certifies that the descriptions and drawings submitted to the City to obtain any and all Licenses aze true,complete and accurate. This perinission granted'under this Agreement is not a permission to do any Work except as described in applicable Licenses and is subject to all applicable City grocedures and requirements, including but not limited to the requirement for prior review and approval of the CiTy of each License, and the acceptance hereof shali evidence Licensee's agreement to a11 applicable City procedures and requiremerrts, and the additional conditions contained herein. Licensee shall be perrnitted to upgrade each instal'1'ation with newer teehnology, however in no event shall there be any change to the physical dimensions or aesthetics of the originally penmitted instal'lation. In the event of a contradicrion,conflict or inconsistency between the teams.of the Agreement and any Lieense,the terms of the License shall govem the Work to be performed under such License. 1.2 Licensee provides Telecommunications Services in California. The type of services Licensee offers to its customers through Telecommunications Network Facilities in the Public Right-of-Way undez this Agreement consists of wireless communications services whickz aze permitted by Law. If Licensee is authorized to provide additional and/or alternative services. without the use of any wireless communications service or component whatsoever within the corporate limits of the City,Licensee shall give City as much advance written notice as practicable of its intent to change the manner in which sezvice is pzovided by way of the Telecommunications Network Facilities, and comply with alI applieable City procedures and requirements. Licensee acknowledges that any expansion or changes in ine regulatory authority o�ver such serviees may, if mandated by law,require Licensee to enter into a new Agreement consistent with all applicable City procedures and'requirements regulating such services or the expansion�or change in services, if such service changes fall' undez the lawful zegulation, jurisdiction, and authority of City in accordance with Laws. 13 Licensee shall not comnzence any Work until�Licensee has first obtained'a License to do so. License applications and accompanying fees must be submitted and pai.d, respectively, in accordance with the provisions of City's policies,procedures,and rules. Licensee shall pay the City the sum of ONE THOUSAN'D SEVEN� Hi1NDRED FIFTY DOLLARS and 00/IUO ($1,750.OQ) ("Attachment Fee") for each street light attachment per 1'oca.rion per year due and payable on the date the applicable Telecommunication Network Facilities aze installed and operational on City Property in the Publ'ic Right-of-Way and each anniversary thereafter;provided,, however,that all Attachment Fees shall be reasonably prorated by the Parties for any period during which the Facilities at a particular location are not in operation or the applicable License is terminated for any reason. The Attachment Fees shaIl be delivered to flie City by mailing a check to the following address: City of Orange,Attn:Accounts Receivable,300 East Chaprnan Avex�ue,. Orange, CA 92866. Coznmencing on the$rst anniversary of tlne payment of the initial Attactzrnent Fee, and on each anniversary thereafter, the annual Attachment Pees shal'I be increased by an amount equal to ti�ree percent(3%) of the Attachment Fees in effect for the immediately previous year. The foIlowing is a summary of the annual Attachment Fee per attachment by yeaz: Year 1 $1,750.00 Z $1,802.50 3 3 $1,856.58 � $1,912.27 S $1,969.64 6 $2,028.73 7 $2,089.59 8 $2,I52.28 9 $2,216.85 10 $2,283.35 1.4 Licensee is hereby given notice of existing state law,Sec.4215 et seq.,Chapter 3.1, Division 5, Tit�'e 1 of the Goverrunent Code, as amended by A.B. 73, effective January 1, 1990, whieh requires owners of underground facilities to join a regional noti�fication center, e.g. USA which requires contractors to contact such a regional notification center prior to excavation; requires facility owners to mark their underground facilities when notified;and sets civil penalties for failure to comply therewith. Prioz to construction, Licensee shall contact USA to verify the location of existing underground facilities. 1.5 Except as permitted by applicable Laws or this Agreement,in the performance and exercise of its rights and obligations under this Agreernent, Licensee shall not interfere in any material manner with the existence and operation of any and all publ'ic and pri�vate rights-of-wa:y, sanitary sewers, watez znains, storm drains, gas mains, pol'es, overhead and'underground electric and telephone wires, streetlamps,traffic signal's, cable teIevision,and other telecommunications, utility, and municipal property without the approval of the owner(s) of the affected property or properties. ln addition, and notwithstanding the foregoing, Licensee may not, without prior approval from the City, install any Faciliries underneath any CiTy sidewalk that runs parallel to a curb. 1.6 This Agreement is not a grant by the City of any property interest but is made subject and subordinate to the prior and continuing right of the City to use all the Public Right-of- Way in tl�e performance of its duties, including, but not lirnited to, public ase as a street and for the purpose of laying, installing, maintaining, repairing, pratecting, replacing, and removing sanitary sewers, water mains, storm drains, gas mains,poles, overhead and' underground electric and telephone wires, streetlamps, traff c signals, cabl'e television,and other utility and municipal uses together with appurtenances thereof and with right of ingress and egress, along,over,across, and in said Public Right-of-Way. 1.7 This Agreement is made subject to al} easements, restricEions, conditions,. covenants,encumbrances,and claims of title wluch may affect the Public Right-of-Way which are recorded in the public record or of which City noti�es Licensee in writing on or before the date of this Agreement, and it is understood that Licensee;at its own cost and expense, sHa11 obtain such permission as may be necessary and consistent with any other existing rights. Notwithstanding the foregoing, no reference herein to a "Public Right-of-Way" shall be deemed to be a representation or guarantee by City that its interest ox other rights to control the use of such property is sufficient to License its use for such purposes, and Licensee shall be deemed to gain 4 only those rights to use as are properly in City and as City may have the undisputed right and� power to give. 1.8 The constzuction, installation, operation, maintenance, and removal of said Telecommunications Network Facilities shalI be accomplished without cost or exgense to City subject to reasonable approval of CiTy in such a manner as not to endanger personnel or property, or unreasonably obstruct travel on any road,walk,or other access thereon within said Public Right- of-Way. 1.9 If an existing City-owned standard gole has been replaced with a replacement pole to accommodate Licensee's Telecoxnmunications Network Facilities, and such replacement pole is damaged or destroyed and is no Ionger suitable to support Licensee's Telecommunication Network Facilities, Licensee shall be responsible for the cost difference, if any,in replacing such replacement pole. The cost difference shall be determined by subtracting the cost of the City's standard pole from the cost of the replacernent pole, if the cost of the zeplacement pole is greater than that.of the City's standard pole. 1.10 If Licensee's Telecornrnunications Network Facilities are installed on mioze than ten (1'0) replacement poles, Licensee shall provide and deliver to the City one (1) additional replacement pole (excluding mast arm) so that a replaceznent is immediately availabl'e to City in case an existing replacement poie in use by Licensee is damaged or destroyed and is no longer suitable to supgort Licensee's Telecornmunication Network Facilities. 1.11 The term of this Agreement shall commence as of the Effective Date, and sha1l continue until the earlier of{a) ten (10) years (the "Term"}or(b) such time as the Ag�ceement is terminated by either Party pursuant to the termination procedures set forth below in Section 7 of this Agreement. Not less than thirty (30)�days pxior to the expiration of the Term (unless earlier terminated pursuant to Section 7),either Party may provide written�notice seeking to re-negotiate any provision of this Agreement or provide written notice to the other Party of non-renewal of the Agreement. If the Parties are re-negofiating the Agreement in good fai�th but cannot come to agreement prior to expiration of the Term,the Agreement shall expire on its own terms unless the Parties agree in wz'iting to extend the Agreement as currently executed'�for an�additional maximum period of one hundred eighty (180)�days (the "Status Quo Extended Term"). If negotiations are not concluded and the Parties d'o not come to terms on a new agreement by the expiration of the Status Quo Extended Teznn,the Agreement shal'1 expire and be terminated by its own terms. If the Parties come to terms on a new agreement prior to expiration of the Status Quo Extended Term, but the City is unable to obtain Cily Council approval prior to such expiration, the Status Quo Extended Term shall be extended to the date of City Council action on the new agreement, after which�date, if City Council has approved the new agreement,it shall become effective. If neither Pariy provides written notice seeking to re-negotiate the Agreement or seeking non-renewal prior to the expiration of the Term pursuant to the terms of this Section,the Term of the Agreement shall automatically be extended foz two additionai periods of five(5)years each,arid alI other provisions of this Agreement shall remain intact. . 1.12 Should the Parties agree, after the Effective Date of this Agreement, to allow the installation of additional� facilities to the Work described' herein, any charnges shall be memorialized iun the form of an annendment to this Agreement. The City Mauager is hereby 5 authorized on behalf of the City to approve and execute amendments to this Agreement reflecting the additional installation of no moze than 34 facilities. The installation of facilities in excess of that amount shall require the approval and authorization of the City Council. 2. No Interests in Citv Property or Public Right-of-Way. 2.1 No Right,Title or Interest. The permission granted hereunder shaIl not in any event cozistitute an easement on or an encumbrance against Ciry Property or against the Public Right-of- Way. No right, title or interest (including franchise interest) in the Public Right-of- Way, or any part thereof, shall vest or accrue in Licensee by reason of this Agreement or the issuance of any License or exercise of any privilege given thereby. 2.2 Possessory Interest. The Parties�agree that no possessory interest is,created by this Agreement. However,to the extent that a possessory interest is deemed created by a govemmental entity with taxation authoriiy, Licensee acknowledges that CiTy has given to Licensee notice pursuant to Califomia Revenue and Taxation Code Section 207.6 that the use or occupancy of any public property pursuant to this Agreement may create a possessory interest which may be subject to the payment of property taxes levied upon such interest. Licensee shall be solely liable for, and shall pay and discharge prior to delinquency, any and all possessory interact taxes or other taxes levied against Licensee's zighfi to possession,occupancy,or use of any public properhy pursuant to any right of possession, occupancy,or use created by this Agreement. 3. Compliance with All Laws. Licensee shalI comply with al'1 applicable Laws and all other applica6le City procedures and requiremenis at all times. No repair or construction shall be performed exeept in accordance with all applicable City proced'ures and requirements, to the extent they are not in conflict with any paramount authority of the State or Federal Government.. 4. Reservation of Rishts. The CiTy's agreemenf hereto is not a waiver of and is without prejudice to any riglit City may have under law to reguiate, tax or impose fees or charges on Licensee (including, but not limited to fees or chazges £or attaching Faciiities to City Property—whether snch is in the Public Right-of-Way or not—and using City-generated power)or any right Licensee may have under the law to provide services through the Telecommunications Netwozk Facilities pursuant to state or federa�l laws, rules or regulations, including but not limited to Pablic Urilities Code sections 7901 and 7901.1,Government Code section 65964.1 and section 253{c)of the Telecommunications Act of 1996. Licensee shall be subj;ect to any taxes;fees or charges that the City lawfully imposes on the Telecommuriications Network Facilzties and Telecommunications Services in the future. Nothing herein shatl affect in any way City's power or right to impose or collect any tax or fee on users or providers of the services to be provid'ed'�by Licensee. Nothing herein is.intended'to impose regulations or conditions on Licensee that City is preempted from imposing by state or federal laws. 6 5. Work Stamdards: Reaairs. 5.1 The Work shalI be done in a good and skililful�manner, subject to the supervision and reasonable satisfaction of City. Licensee's representative shall be physically present at any construction site at all times that construction or excavation is being conducted under this Agreernent. Licensee's Work shall! comply with al'1 standards imposed' by CiTy law and be conducted with the least possible hindrance or interference to the Public Right-of Way and City � Pzoperly. 5.2 Licensee shal'1 be responsible for any damage to City street pavements, existing. utilities, curbs, gutters, sidewalks or to any private property or improvements, including but not limited to subsidence, cracking, erosion, collapse, weakening, or loss of Iateral support, to the extent caused by its installation, maintenance, repair or removal of its Telecommunicarions Network Facilities in Public Right-of-Way under this Agreement and shall repair, replace and restore in kind any such dama�;ed facilities at its sole expense and to the reasonable satisfaetion of City. 5.3 If Public Right-of-Way to 6e used by Licensee has preexisting installation(s)placed in said Right-of-Way, Licensee shall assume the responsibility to verify the location of the preexisting installation and' notify City and'� any third' party vf Licensee's proposed installation. The zeasonable cost of any work required of such third party or City to provid'e adequate space or required cleazance to accomrnodate Licensee's install'ation�shatl'be bome soiely 6y Licensee.. 5.4 Licensee shal'1 be responsible for ensuring that the Work of employees,contractors, subcontractors, agents, representatives and penmitted assigns is performed consistent with this Agreement and applicabTe Laws, and shall be responsible for all acts or omissions of such third garties including responsibility for promptly conecting acts or omissions. This section is not meant to alter tort liabiIity of Licensee to th'trd parties. 6. Removal.Relocation and Abandonment. 6.1 Subject to the provisions of this Section 6, Licensee shall at its sole expense and without cost or expense to City, properIy remove, relocate and/or abandon (in accordance with Section 6.6) any or a11 of the Telecommunications Network Pacilities installed, used, and maintained under this Agreement if and when such Facil'ities may be deemed by City to be detrimental to the public health, safety, or welfare; aze in conflict vertically and/or horizontally with any proposed City instal'lation; interfere with any City construction proj,ect; or must be removed, relocated and/or abandoned due to any abandonment, chauge of grade, alignment or width of any street, sidewalk or other publ'ia facility by the City or other public agency,.i�ncluding. the construction, maintenance, or operation of any other CiTy underground or aboveground facilities including but not lirnited'to any sewer, storm drain,conduits, streetlamps,tr�c signal's, gas, water, electric or other utility sys#em, or pipes owned by City or any other public agency; provided,however,that Licensee shall not be zequired to bear the expense of a removal,relocation or abandonment requested under this Section 6.1 on behalf of,or for the benefit of,any fihird parhy unaffiliated with either Party. 7 62 If Licensee is required to remove,relocate or abandon(in accordance with Section 6.6) its Facilities pursuamt to Section 6.1, City sha1�T reasonably cooperate with Licensee to determine a mutually acceptable 1'ocation�on Public Right-of Way where Licensee may rel'ocate said Facili�ies. In the event Licensee rel'ocates the Facilities to a new Iocation as set forth in this Section 6.2, the terms of this Agreement will'apply to the Work at the relocated Facilities unless the Parties agree otherwise. Licensee will be xequired to apply for a new license to conduct Work to relocaxe and re-install Facilities in the new location,the approval of which license shall not be unreasonably withheld. If the rernoval or rel'ocation is caused by the City, then any license fees associated with such application shall be waived.. 6.3 If Licensee is required to remove, relocate or abandon its FaciTities pursuant to Section 6.1, such removal, relocation or abandonment (in accordance with Section 6.6) shall be completed within one hundred eight (180) days of written notice delivezed by City unl'esa exigencies dictate a shorter period'for removal', relocation and/or abandonment, and�such shorter period is stated in the written request(the "RRA Notice Period"). The RRA Notice Period shall be no less than thiriy (30)days, subject to permitting and agency approvals. 6.4 If removal�or relocation cannot reasonably be accomplished within the RRA Notice Period or the Parties agree in writing to a period longer than the RR.A Notice Period;then�Licensee shall commence such removal or relocation within the RRA Notice Period and thereafter continue #he sazne diligently until complebion thereof. 6.5 If Licensee has not complied with such written request for removal, reiocation or abandonment within the RR.A Notice Period or executed a written agreement to extend the RRA Notice Period within the RRA Notice Period,then,on the first business day immediately following the last day of the RRA Notice Period,Ciiy may cause the removal,relocation or abandoning work to be done at Licensee's sole cost and expense and, in the case of reIocation, may use its sole discrefion to determine a new location for the Facilities. Under such circumstances, City shall only be obligated to perform such work in a manner consistent with the standard practices of City in performing street woxk and construction. City shall not be obligated to repair oz zeplace any materiaIs or improvements in a form or mannerconsistent with any agplicable Lieense or any plans and specifications submitted by Licensee, and City sha1�P not be responsibl'e for any damages whatsoever to Licensee as a result of City performing such work, unless City performs such work in a grossly negligent or reckless manner. 6.6 If any portions of the Facilities covered under this Agreement are no longez� used by Licensee, or aze aband'omed for a period in excess of one {I) yeaar, Licensee shall' norify City and shall either promptly vacate and remove the Facilities at its own exgense or, with City's permission, may abandon some or all the Facilities in place. After such non-operation, removal or abandonment, Licensee shall have no further oblzgations to the City(including the payrnent of any Attachment Fees)and no further rights to the Facilities. Under such circurnstances, Licensee - shall cooperate in good faith to execute any documents necessary to convey title to the Facili�ies to the City. 6.7 In the event Licensee removes, relocates or abandons its Facilities or any portion thereof, it shall'be so completed consistent with all appl�icable City procedures.and zequirements. Should Licensee remove the Facilities from the Public Right-of-Way, Licensee shall', within�ten 8 (10) days after such removal, give notice thereof to City specifying the Public Right-of-Way affected'and the location thereof as well as the date of removal. Before proceeding with removal or zelocation work, Licensee shall obtain a license fiom the City and pay applicable permitting, plan check, and inspection fees. 7. Termination.Default and Remedies. . 7.1 Licensee may terminate any or all Licenses at any tirne for cause or for no�cause at all,and the City may ternninate any and all Licenses forcause on1y,by delivering thirty(30)�days' written notice of said termination to the other Party. Such termination by Licensee shall not.relieve it of any obligation to the Ciiy regarding any existing breach of any License or this Agzeement at the time of such termination. 7.2 Within one hundred twenty (120) days aftez such termination�, Licensee shall remove its Facilities from the.Public Right-of Way and repair and restore such Rigb�t-of-Way to ameliorate all effects caused by such removal, except that Licensee shall not be responsible for damage resulting from norrnal wear and tear,acts of God,and na.tural disasters. Notwithstanding such tezmination, Licensee's obligations under the following sections of this Agreement sha1I survive the tersnination of this Agreement: Sections 3, 5.3, 6.7,and 7.8. 7.3 In the event that Lieensee fails to use the Public Right-of Way under this Agreement and at�ty License for a consecutive period of one {1) yeaz frozx� the Effective Date, regazdless of whefiher such Facilities have been installed, the City may notify Licensee in wz7iting of its intent to terminate the Agreement and any License due to abandonment. If Licensee does not respond to said notice within sixty(60) days of delivery, the City shall� have the right, at its sole discretion,to declaze this Agreement and any License terminated'by aband'onment. 7.4 In the event Licensee defaults,os fails to keep,fulfilI or perform any of the rnaterial terms or canditions of this Agreement or any License and'faiTs to rernedy such d'efault within�forty five (45) days after delivery of written notice frorn the City of such defaUlt or faiIure, or;i�f such cure cannot reasouably be completed within said forty fi�e(45)days,Licensee fails to commence such cure and thereafter diligently continue Eo cure the default until completion.thereof, the City may provide written notice of termination of this Agreement and any and all Licenses. Ugon such tezmination, this Agreement and any and all' Licenses shall be canceIl'ed, and al'1 of the rights and privileges of Licensee under the Agreement and any Lieense sha11 be deemed surrendered.. 7.5 Notwithstanding the norice and cure periods set forth in Sections 6.3, 6.6, 7.3 and 7.4, in the event that the City finds that the Teleeommunications Network System poses an imminent threa.t to the public heaith,welfare and sa�fety,the City shalI so notify Licensee in writing and may,without providing Licensee.an opporhuiity to cure,take immediate steps to mitigate the threat, incIuding but not limited'to removal' and relocation of the Facilities, the reasona6le and documented cost of such work to be borne sol'ely by Licensee. The Parties agree to attempt in good faith to work cooperatively with one another to neutraIize and mitigate any threat to public health, welfare and safeiy caused�by or exacezbated by the Facilities. 7.6 Failure on the part of any Party to comply with the terms and conditions of this Agreement, including but withoufi lirnitation Licensee's representation that it is authonized to 9 provide telecommunications services, shall constitute a default and material breach of this Agreement. Each Party shall be entitled to exercise a11 rights and rernedies in the.event of a breach, includimg, in the case of a default and material� breach by Licensee, the City's,right, at its sole discrerion, to withhold issuance of any new Licenses and/ot comrnence administrative enfozcement proceedings against Licensee pursuant to alI applicable laws. 7.7 Upon termination for any reason, the City may require Licensee to remove the Facilities and restore the Public Riglit-of-Way and City Property at its sole cost and according to the requirements of the License and the OMC. Under such circumstances,section 6.5 sha11 apply. If,within ninety(90)days of termination,the Licensee does not remove the Facilities pursuant to section 7.2,the Facilities shall be deemed conveyed to the City and Licensee shall have no further obligation to remove,relocate, or maintain the Facilities and no further right to control or use the Facilities. Upon the Facilities being deemed so conveyed to the City, Licensee sha1I' take alI necessary steps, including but not lirnited to executing any necessary documents, to transfer ownership of the Facilities to the City. 7.8 Upon expiration or termination for any reason,Licensee shall'remain liable for any amount due under the Agreement, which obl'�igation to pay shall survive any termination of tPus Agreement;provided,however,the obligation of Licensee to pay Attaclzment Fees shall termina.te (and such fees shall 6e proraxed in accordance with Section 1.3 above) upon such termination. Anything herein to the contrary notwithstanding, the provisions of the Agreement relating to indeznnification and any other provisions� which by their nature should survive termination or expiration of this Agreement,shaI'1 so survive. 8. Performance Bond. S.1 Prior to issuance of the fizst License after the Effective Date, Licensee shaIl file with and shall thereafter at al'l'times dwring the remaining term of this Agreement and any and aIl Licenses keep on fiie with the City a performance bond,in a form that shall be reasonably approved by the City and wader any and all circumstances in compIiance with California Code of Civil Procedure Section 995.660(a),as it may be amended from time to time;naming the City as obligee in an amaunt equal to approximately one hundred percent (100%) of the total cost of removal of the Facilities,including but not limited to those Facilities already installed under the prior Licenses and any pending Licenses (as reasonably approved by tk�e CiTy and as may be increased or decreased from time to time with appzoval of the City,the "Bond"), to guarantee and assure the faitiiful performance of Licensee's o6ligations wnder this Agreernent. Prior to the issuance of every subsequent License,Licensee shall,after consultation with City,increase the amount of the Bond by approximately one hundred percent (100%} of the tataI cost of removal of any added Facilities. The City shall!have the right to draw against the Bond,only in the event of a default by Licensee that results in�an unauthorized abandonrnent of the Facilities; provided�that Licensee is first given written notice of any intent to draw against the Bond and an opportunity to cure, and only to the extent of the actval cost of removal� of any Facitities that aze abandoned by Licensee without the City's permission or othezwise not in accordance with Sections 6.5 and 6.6. Upon such withdrawal from the Bond,the City shall provide notice to Licensee of the amount withdrawn and the date thereof. Thirty {30) days after the CiTy's delivery of notice of the Bond withdrawal authorized hezein, Licensee sha11 deposit such further bond, or other securiTy, as the City may require,which is sufficient to meet the requirements of this Agreement. Any portion of the Bond 10 that is not drawn upon by the City as reirnbursement for actual costs of removal of the Facilities shaIl be released and refund'ed to Licensee upon written notice by the City to the surety and Licensee. 8,2 T�e Bond shall be accompanied by a power of attomey from the surety company authorizing the person executing the Bond to sign on behalf of the Licensee. If the Bond is executed outside the State of California, al�l copies of the Bond must be countersigned by a Califomia representative of#he sureTy. The signature of the Licensee's representative executing the Bond shall be acknowledged by a Notary Public as the signature of the person designated in the power of attorney. 9. Hold Harmless and Indemnificatiou. 9.1 Licensee, for itself, its agents,contractors and employees, shaIl defend,indemnify and hold hanmless the City, its duly elected and appointed officers, agents, employees; and repzesentatives from and against any and all suits and causes of actiom,claims,charges;damages, demands,j;ndgments,fines, costs and expenses including without limitation reasonable attomeys' fees,and penalties or losses of any kind or nature whatsoever, caused by Licensee's breach of this Agreement and any License, except to the extent arising fram the City's or its officers', agents', employees' oz zepresentatives' negligence,wi�l'l�ful�misconduct ox criminaI act. 9.2 This indernnificarion shalI include without limitation: (1) claims for injury to or death of any person; (2)property damage; (3) performance or failure to perform the obligations under this Agreernent and any License by Licensee, or its contrac#ors, subcontractors, agents, employees, or other persons acting on Licensee's behalf; (4)the design,placement,maintenance, repair, or condition af the Facilities; (5) a.11 claims, demands, damage, causes of action, proceedings, loss, liability,,costs and expenses,(incIuding reasonable attomeys' fees) of any kind alleging injury to or death of persons or damage to public or private property zncluding environmental damage that arises from or is directly aitributable to,:the Facilities or any reIease, remediation, and/or clean-up costs caused 6y any release of hazardous materials or con minan�g frorn the Facilities during operations and/or after abandonment; and (6) all' other claims of any nature whatsoever which may be caused'by the Work,except and to the extent caused by the City's negligence, willful misconduct or crimina}acts. 9.3 In the event that the City or any of its duly elected or appointed' officers, agents, employees or representatives sha1l� be made a party to any action due to Licensee's violation of this Agreement or any License or any federal�, state or local laws including but not limited to Sectzon 4 of this Agreement, Liceusee shal1 indemnify, defend (with legal�counsel acceptabl'e to City)and hold the City harmless from any and'a1�I sucfi claims. 9.4 Licensee, for itself and its successors and assigns, hereby waives all elaims and causes of acrion, whether now existing or hereafter arising, against the City or its duly elected or appointed officers, agents, or employees, for damages, physicaI or otherwise, to any of the Facilities covered by this Agreement from any cause whatsoever. 1I 9.5 The provisions of this Section�9 shaIl apply regar�'ess of whetfier the Ciry prepared', supplied, or approved pTans or specifications or inspected any of the Work or improvernents installed and constzucted�pursuant to this Agreement and'any License. 10. Limits of Citv Liabilitv. 10.1 In no event shall the City be liable under any theory to Licensee for any damage to the Pacilities caused by any excavation or work performed'by any other persons or by City at or near the location of the Facilities. N'either Party shalT be'Iiable, under any theory, to the other Party,for any indizect,special punitive or consequential�d'amages:xncluding,.but not limited to,any claim for loss of services, l'ost revenue or profits or third'-party damages whether in contract,tort,. or otherwise,even if the Party was or shoul'd have been aware of the possibiIity o�f these damages, whether under theory of eontract,tort(includi�ng negligence)„strict Iiabili�ty, or otlierwise. 10.2 N'othing in this Agreement shall' be deemed'� to make the City or any o�cer or employee of the CiTy responsible or liable to Licensee or any other person by zeason of the CiTy's approval of pl'ans for the Work or by reasom of any inspeetions of the Facilities conducted by the City,except and to the extent caused!by the City's negIigence,willful misconduct or criminal aets. 11. Insurance. 11.1 Licensee shall assume all responsibility for damages to property or injuries to persons,including accidental death,which xnay arise£rom or be caused by Licensee's performance under this Agreement and any License,or by anyone Licensee has direetly or indirectly employed, and whether such darnage or inj,ury shall aecrue or be discovered before or after termination of this Agreernent and License. 11.2 Prior to the issuance of any Lieense,Licensee shal'l be required to;secUre and keep in full force and effect at aIl'tirnes during.the term of:this Agreement and any License,a policy or polieies of commereial general' liabi�liTy, automobile liability insurance and such otlier insurance as the City may from time to time requize, written by a eompany or companies authozized to d'o business within the State of California and!appraved by the City,which reasonable approval may not be witlaheld'. S'aid pol'icies shall name the City of Orange,its duIy el'ected'or appointed officers, agents, and ernployees as additional insureds, undez the policies in the following amounts which may be adjusted from time to tune to reflect ehanges of circumstances and the rate of inflation: (a) Commercial General Liability Insurance in an amount of One Million Dollars ($1,U00,000) per occurrence combined single limit covering bodily injuries; including accidental deatb,to any one or more persons;and property damage insurance(insuri�ng damage to rented premises)in the amount of One Million Dollars($1,OQ0,000);and' (b) Automobile Liability Insurance endorsed for all owned arxd non-owned vehicles with a combined simgle limit of at 1'east One MiT�lion Dollars($T,OOO,OUO)per occurtence for personal injuries, including accidental death, to any one or more persons; and for property dam.age. 11.3 Claims mad'e policies are not aeceptabl'e. When,an umbrella or excess coverage is in effect,it must follow the form of the underlying coverage: 12 11_4 All policies shall contain a "Severability of Interest" cl'ause and a "Pzxrnary Coverage" clause for any loss arising from or caused in whole by Licensee's per€ormance under this Agreement and any License. In addition,all golicies shall contain a statement of obligation on the carrier's part to notify the City at least thirty(30)d'ays in ad�vance of any policy cancellation by the insurer excegt for non-payment of premium�,of coverage. � 11.5 Prior to the issuance of any License and'on an�annual basis, Licensee shalT. 'furnish the City with a"certificate of i�nsurance"and an"additiona]insured endorsement,"botli documems eountersigned'� by the insurance carzier or its authorized revresentati�ve. The eountersigned certif cate or end'orsements(to the extent applicable),.shall'� (a) Contain the fol�lowing.information.: (i) Pol�icy number; (ii) Name.of insurance company; {iii) Name; address and' teiephone number of the agent or authorized representative; (iv) Narne and address and tel'ephone number of insured (v) Project name and'address (vi)� Policy expiration�date; and� (vii) Specific coverage amounts;and (b) Include that The City of Orange; its duly eTected or appointed' offcers, agents, and employees are named'as�additionat'.insureds under the pol'icies required herein. This insurance is priznary to the coverage of the City. Neifiher the City nor any of its insurers shall be required to contribute to any loss. The golicies required herein contain a severabiTity of interest clause. The issuing company shall deliver to the City thirty(30)days' advan�eed written notice of any policy cancellation,termiiaation,or reduction in the amount of coverage. LICENSEE SHALL FURNISH THE REQU�IRED CERTIFTCATE(S) OF INSURANCE AND ENDORSEMENTfSI BEFORE THE CITY ISSUES THE FIRST' LICENSE AND EXECUTES THIS AGREEMENT.. 11.6 Licensee shali'.secure and'maintai�n�at ail'ti�mes during.the term oft3iis Agreement workers' compensativn and'empToyer's.liabili�ty insurance,as req,uired�by state law,but at Ieast in an,amount not Iess than One Million Doll'ars�($1�,00O,OOU)per accident. Licensee shall furnish.the City with a certificate showing proof of sueh�eoverage. 11.7 In the event Licensee employs conlractors or subcontractors as part of the Work covered'by this Agreement,it shall'�be the responsibility of Licensee to ensure that al�l contractors or subcontractors comply with substantial�ly siznilar iiisurance requirements that are sta.ted in.this Agreement;provided,however,that onder no circumstances shal�l any contractor or subcontractor 13 have insurance poTicies with limits less than tliose required of Licensee under Sections. I1'.2(a); 11.2{b) and 11.6. 11.8 Notwithstanding, the forgoing, Licensee shal'I have the right to� seTf-insure the coverages required in tlus section. 12. General Conditions. 12.1 Any right or power conferred, or duty imposed' upon� any officer; employee, depariment or commission Qf the City,shall be su6ject to transfer by operation of law to any other officer,employee,department or cornmission�of the City. 12.2 Licensee agrees to keep its Telecommunications Network Facilities, reasanably related City-owned facilities, incIuding streets, and the Pnblic Rig�t-of-Way in good and safe condition and free from any nuisance or defect,.to�the reasonable satasfacrion of the City. 12.3 The permission provided under this Agreement and an�y License is non-exclusive. The gran#of any License or any of the terrns or conditions contained'herein shall not be construed to prevent the City from granting,similar Licenses and�/or lieenses or any identical,simiiar or other type of license or firanchise to use the Fublic Right-of-Way to�any person,firm or corporation othez than Licensee. 12.4 This Agreeznent and any License are not intended for any third pariy's benefit and cannot be enforced by any third�party. 12_5 This Agreement and any and all Licenses shall be governed by the Taws of the State of CaTifornia,without regard to its conflict oflaws principles. 12.6 This Agreernent and any and all Licenses issued to Licensee contain the entire understanding between the Parties with respect to the subject matter herein. Thexe are no representa.tions, agreements or understanding (whether ozaI or written) between or among, the Parties relating to the sub,ject matter of this Agreernent that are not fully expressed herein. This Agreement may not be amended except pursuant to a wzitten instrument signed'by all Parties. 12.7 No provision herein made for the purpose of securing performance of the terms,and conditions of this Agreement and any License sha11 be deemed an exclusive remedy,.vr to afford the exclusive procedure £or the enforcement of the Agreement's oz any License's terms and conditions,but the remedies and procedures herein provid'ed,in addition to�those provided'by law,. shall be deemed to 6e cumulative_ 12.8 No rights and duties, under this Agreement or any License shall be assigned or delegated by Licensee without the prior written approval of the CiTy,which approval shali not be unreasonably withheld. Notwithstanding any provision in this Agreement to the contrary, Licensee sha1T have the right to assign this Agreement without the City's consent to any parent, subsidiary, affiliate, or any person, firm, or corporation that shal'1 conirol,be under the controT of, or be under common control with Licensee, or to ariy entity into wliach Licensee may be merged or consoIidated oz which purchases al.I or substantial'ly all'�of the assets of Licensee that are subject to this Agreeinent,provided,however,that in the event of such assignment,Licensee shal'1 provide 14 within thirty (30) days of such assignment(a) written notice to the City, specifically identifyi�ng (i) the name of the assignee;:(ii) its corporate form (e.g., corporation, limited'liability comgany, etc.); (iii) its p�ace of incorporation or organization;{iv) its identification number; {v) the name, title, address,telephone nurnber and e-mail address of the appropriate person for notice purposes if different from that set forth in Section below�and(vi) tlae assignee's reIaUonship to Licensee; (b) a copy of the assignee's License; and {c): a copy of any document memozializing, such assignment. TIae Parties agree and aclmowled'ge that,notwithstanding anything in this Agreement to the contrary, certain Facilities deployed by Licensee in the Public Rights-of-Way pursuant to this Agreement rnay be owned and/or operated by Licensee's third-party vuireless carriez cnstomers ("Carriers") and instalIed and rnaintained by Licensee pursuant.to license agreements, between Licensee and such Carriers. S'uch FaciTities shal'�l'be ireated�as Licensee's FaciIities,for all�purposes under this Agreement provided that(i)Licensee remains responsible and liable for aII performance obligations under the Agreement with respect to such Facilities; (i�i)� Licensee's sole point of contact regarding such Facilities shall be Licensee;and(iii)�Licensee shall'have the right to remove _ and relocate the Facilities.. 12.9 A waiver by the Czty of any breach of any term, covenant, or condition contained' in this Agreement and any License shail'not be d'eemed�to be a waiver of any subsequent bzeach of the same or any other term, covenant, or condition contained in this Agreement or any other License whether of the same or different eharaeter. 12.10 If any action at law or in equity is brought to enforce oz inte�cpzet the terms of this Agreeznent ar of any License, the prevailing parhy sha11� be entitled to reasonable attorney's fees, costs, and necessary disbursements in addition to any other relief to which sueh parry may be entitled. 12.1 l If any one or more of the covenants or agreements or portions thereof provided�zn this Agreement or any License shalll be held by a court of competent jiurisdiction in a final�j;udicial action to be void, voidabl'e, or unenforceable, such covenant or covenants,. such agreement or agreements; or such portions�tliereo�f�shal'I'be nul�l� and'�voi�d and shal��l, lie�deemed�separabl'e�froin� the zemaining covenants or agreements,or portions thereof and�shall'�in no way affect the vaIid�ity or enforceabitity of the remaini�ng portions of this Agreement or of any Lzcense. 12.12 A11 notices herein must be in writing and�, unless otherwise provided herein, shal'1� be deemed validly given on the date either personal�ly d'el�ivered to the address.indicated'below,or on the date of receipt i�£ delivered' by commercial express carrier (e.g., FedEx, DHL, etc.)� as confirmed by signature of the receiving Party,or on the third(3rd)business day followzng deposit, postage pzepaid, using certified mail,.retum receipt requested; in any U.S. Postal mailbox or at any U!.S. Fost Office. Should the City ar Licensee have a change of ad'dress,the other Party sfiall immediately be notified in�writing of such change,provided,however,that each address fornotice must include a street address and not merely a post office box. All notices,dernands or requests between the Parties sha1T be given to the other I'arty addzessed�as foIlows: City: City of Orange FubTie Works Director/City Engineer 300 East Chapman Avenue Orange, CA 92866 1'S Licensee: New Cingulaz Wireless PCS,LLC Attn:Network Real Estate Administration Re::Master License Agreennent—City of Orange, CA 575 Morosgo Drive NE Atlanta, GA 3U324 With a copy to: New Cingular Wireless PCS,LLC Re: Mastez License Agreement—City of Orange, CA AT'&T Legal'Deparbment—Network 208 S.Akard Street Dallas, TX 75202'-4206 12.13 In case of an emergency due to interference or any unforeseen events,the City will act to protect the public heaTth and�safety of its eitizens,and to protect public and private property, notwithstanding any provision in this Agreement. The City will make every reasonable effort to coordinate its emergency response with Licensee. To that end, the City will use the following emergency contacts,which may be updated upon�notice to the City:Licensee's network operations center may be reached 24/7 at(800) 832-6662. 12.14 If any Laws(including,but not limited to,.those issued�by the FCC or its suecessor agency) and any binding judicial interpretations thereof that govem any aspect of the riglrts or obligations of the Parties under this Agreement shall cliange after the Effective Date and snch change makes any aspect of such rights or obligations inconsistent with the then-effective Laws, then the Parties agree to promptly amend the Agreement as reasonably required to accommodate and/or ensure compliance with any such legal'or regulatory change. [Signatuxes Begin on Next Page) 16 IN WITNES S WHEREOF,the Parties have signed this Agreement as of the Effective Date stated in the introductory cTause. City of Orange,a municipal corporation New Cingular Wireless PCS,LLC, a organized and operating under the 1'aws of the Delawaze limited liability company State of California By:AT&T Mobilaty Corporation gy; Its: Manager Teresa E. Smith,Mayor ATTEST By: Name: James Sticlrney Mary E.Murphy, City Cl'erk Title: Director—Construction&Engineering APPROVED AS TO FORM: Gary A. Sheatz, Sr. Assistant City Attorney 17 ACKNOWLEDGMENT A notary public or other officer completing this certchcate verifies onfy the identity of the indi�iduai who signed'the document to which this certificate is attached, and not the truthfulness, accuracy, or valid' of that document. State of California County of Orange p �� August 6, 20i8 before me, ���lia Sifuentes - Notary Fublic (insert name and title of the officer) personally appeared �ames Sfickney who proved'to rne on the basis of satisfactory evidence to be the pecson�whose name�,e'j is/� subscribed to fhe within instrument and acknowledged to me that he/,�/tly�r executed�the same in his�/�r authorized capacity{i�s'y, and that by his/t}e�r/tfyat'r signature�on the instrument the person�'j, or the entity upon behalf of which the person�acted, executed'the instrument. I certify under PENALTY OF FERJURY undee the laws of the State of California that the foregoing pacagraph is true and correct. CECIUA SIFUEN7ES WITf�fESS my hand and official seal, Notary Public• Califomia Q � cs Los Angeles County Z z '• 6ommisslon#2t5Z447 � � � M Comm.Expires,Ma 8,2020 Signature � (Seal) EXHIBI.T A TO MASTER LICENSE AGREEMENT BY AND SETWEEN THE CITY OF ORANGE AND NEW CINGULAR WIRELESS PCS.LLC SITE LICENSE. This Site License is made effective on the 1'atest date in the signature block below, by and between the City of Orange("City")and'New Cingular Wireless PCS,LLC("Lieensee"}. 1. Master Subticense Agreement. This Site Liceuse is referenced in that certain Master License Agreement between City and Licensee("AQreement").Al'1 of the terrns and eonditions of the Agreement are incorporated herein by reference and rnade a parE hereo£ In the event of a conflict between the terrns of the Agreement and this Site License,tlie terms of this Site License shalI govern. 2. Citv Propertv. City hereby licenses to Licensee certain spaces on and within the City Property as shown on the drawings attached hereto as Exhibit A-1 attached hereto and made a part hereof. The site location is: City Pole Number: Licensee Site ID: Address of adj,acent property: 3. Attachment Fee Commencement Date. The AttaeHment Fee coznmencement.date shall be on the date Licensee's N'etwork Facili�ties are instaIled and�operational on Cify Properhy as set forth in Section 13 of the Agreement. The parties wi1T confinrn the term Attachment Fee commencement date in writing through�a fee commencement Ietter sent by I,icensee to City. 4. Term Commencement Date. The Ternn�commencement date for this Site License shal'I be on the date Licensee's Network Facilifies are installed and operational on City Property and shall continue foz a full ten-year term thereafter. If the Term of the Master License Agreement terminates prior to the exgiration of the ternn of this Site License,the terms and conditions.of the Master License Agreernent shall continue in ful'1 force and effect for this Site License only until the end of the term of this Site License. 5. Site Specific Terms; (Include an�y site-specific#erms) 18 EXHIBIT A-1 TO SITE LICENSE [Subsequent to finalization of the contract, a copy will be kept on file with the City Clerk's Office.] . 19 Candidate Candidate Latitude Decimai Longitude Decimal AT&T Site ID Nearest Address Pole ID (N) (W) CRAN RLOS ORFUL 033 NW CORNER CHAPMAN &TOWER RD POLE#1571 33.7888760 -117.8899720 CRAN RLOS ORFUL 034 4050 W. CHAPMAN AVE. POLE#4473253E 33.7888140 -117.8963960 CRAN RLOS ORFUL 036 200 CITY BLVD WEST POLE#419585E 33.7858230 -117.8946530 CRAN RLOS ORFUL 043 PEPPER ST. 160' NORTH OF LA VETA AVE. POLE# 1945575E 33.7808620 -117.8648200 CRAN RLOS ORFUL 044 111 S. MAIN ST. POLE#1203 33.7874920 -117.8671490 CRAN RLOS ORFUL 045 ACROSS STREET FROM 565 S. PARKER POLE# 1985205E 33.7794361 -117.8597985 CRAN RLOS ORFUL�046 2224 W. PALM AVE. POLE# 1092340E 33.7914449 -117.8767807 CRAN RLOS ORFUL 048 400 N. MAIN ST. POLE#2215803E 33.7930820 -117.8701410 100' SOUTH OF SE CORNER JAMBOREE &SANTIAGO CRAN RLOS TUSTN 025 CANYON POLE#0069 33.7950380 -117.7606370 CRAN RLOS TUSTN 026 SE CORNER SANTIAGO CANYON & HILLSGATE RD. POLE#0084 33.7960690 -117.7638030 CRAN RLOS TUSTN 027 7622 E. CHAPMAN AVE. POLE#0091 33.7943570 -117.7722880 CRAN RLOS TUSTN 028 8045 E. CHAPMAN - EAST ENTRANCE TO SCC POLE#0169 33.7930560 -117.7634520 CRAN RLOS_TUSTN 029 491 N. CANNON ST. (METER ADDRESS NEAR NODE) POLE#0629 33.7959570 -117.7917050 CRAN RLOS TUSTN 031 204 S. HEWES ST. POLE#2153 33.7858980 -117.8058560 " CRAN RLOS TUSTN 033 5138 E. RYALS LN. POLE#2061546E 33.7898430 -117.7984095 CRAN RLOS TUSTN 035 209 N. SINGINGWOOD ST. POLE#2242929E 33.7897380 -117.7899210 CRAN RLOS TUSTN 036 212 S. NOTRE DAME ST. POLE#0777 33.7861170 -117.7852790 CRAN RLOS YLVPK 001 2550 N. TUSTIN ST. POLE# 1912057E 33.8316030 -117.8363630 CRAN RLOS YLVPK 002 1330 N. GLASSELL ST. POLE#2061199E 33.8094990 -117.8531560 CRAN RLOS YLVPK 004 2430 E. WALNUT AVE. POLE# 1409186E 33.794971 -117.827518 CITY COiJNCIL MINUTES SEPTEMBER 11, 2018 3. CONSENT CALENDAR(Continued) (ITEM REMOVED AND HEARD SEPARATELY) 3.8 Master Encroachment Agreement(Agreement) between the City of Orange and New Cingular Wireless PCS,LLC(AT&T)to install telecommunications network facilities within the public right-of-way. (A2100.0; AGR-6651) Public Speaker: Jeff Morin—thanked City staff for their work on this agreement MOTION —Whitaker SECOND —Murphy AYES —Alvarez, Whitaker, Smith, Murphy,Nichols Moved to approve Agreement between City of Orange and New Cingular Wireless PCS,LLC; and authorize the Mayor and City Clerk to execute the Agreement on behalf of the City. 3.9 Accept and appropriate into the City's revenue budget a donation in the amount of $5,000 from the Orange Public Library Foundation (Foundation). (C2500.I) ACTION: 1) Accepted into the City's revenue a $5,000 donation from the Foundation to revenue account number 100.2001.48390.19322 (Foundation Donations); and 2) Authorized the appropriation of$5,000 to the following expenditure account numbers: � 100.2016.53340.19322—Craft Supplies (Foundation) $3,700 100.2016.53910.19322—Minor Office Equipment(Foundation) 1,300 $5,000 3.10 Accept and appropriate into the City's revenue budget a $41,000 grant from California Library Literacy Services (CLLS) for FY2018-2019 (FY19). (C2500.I) ACTION: 1) Accepted in the City's revenue budget a$41,000 grant from CLLS into revenue account 100.2001.45290.30106, State Grants-CA Literacy (CLLS) FY19; and 2) Authorized the appropriation of$41,000 into expenditure account 100.2001.53001.30106, Materials Supplies CLLS Grant FY19. (ITEM REMOVED AND HEARD SEPARATELY) 3.11 Accept and appropriate into the City's revenue budget a grant from Califa in the amount of$7,500, and a grant from the California State Library in the amount of $7,500, for a total grant amount of$15,000. (C2500.I) Councilmember Nichols wanted Council to be aware that the grants will provide Vietnamese/English children's books for the Orange Public Library as there have been several requests for more Vietnamese children's books in the City's libraries. MOTION —Nichols SECOND —Murphy AYES —Alvarez, Whitaker, Smith, Murphy,Nichols Moved to: 1) Accept into the City's revenue budget a $7,500 grant from Califa to revenue account 100.2001.45495.30112 (Other Grant Revenue — Califa), and a $7,500 grant from California State Library to revenue account 100.2001.45290.30111 (State Grant—Initiatives Book Project), for a total revenue amount of$15,000, and; 2) Authorize the appropriation of $15,000 to the following expenditure accounts: 100.2001.53301.30111 —Library Books (CA State Library) $7,500 100.2001.53301.30112—Library Books (Califa) 7,500 $15,000 PAGE 4