Proposed Small Cell Attachment Agreement with GTE Mobilenet of California Limited Partnership, DBA Verizon Wireless — City Council and Authorities Concurrent, March 25, 2025

Site Name: CA_SJ_SANTACLARA_001
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BIX Insurance No._____________
SMALL CELL ATTACHMENT AGREEMENT|

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

GTE MOBILNET OF CALIFORNIA LIMITED PARTNERSHIP, D/B/A VERIZON

WIRELESS
This Small Cell Attachment Agreement (“Agreement”) is entered into between the City of Santa Clara, California, a chartered California municipal corporation doing business as Silicon Valley Power (“City”), and GTE Mobilnet of California limited partnership , a California limited partnership, d/b/a Verizon Wireless , with a mailing address of One Verizon Way, Mail Stop 4AW100, Basking Ridge, New Jersey 07920 (“Company”). City and Company may be referred to herein individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.”

RECITALS
A. City, owns, operates, and maintains Street Light Poles, arms, and other related equipment and land rights under its street light poles or arms ( “Street Light Poles ”), to provide illumination to its citizens;
B. City solely owns its Street Light Poles and does not sell an ownership interest in its Street Light Poles. City enters into Attachment Agreements to allow the attachment of non-City owned facilities to its Street Light Poles. City retains legal possession and control over all Street Light Poles for City ’s operations, which shall be superior to Company’ s interest at all times;
C. Company represents that it is either (a) a personal wireless service provider authorized, certified or licensed by the Federal Communications Commission (FCC) or other regulatory agency, (b) an operator of a Small Cell or distributed antenna system network authorized, certified or licensed by the FCC, the California Public Utilities Commission (CPUC) or other regulatory agency, (c) a wireline provider of Telecommunications Service authorized, certified or licensed by the CPUC, or (d) a provider of Multichannel Video Services franchised by the CPUC or other regulatory agency; D. The Parties agree that City shall be reimbursed for the “Total Cost” of any work incurred by City for establishing and maintaining this Agreement with respect to its Street Light Poles and in accordance with the terms of this Agreement. “ Total Cost” shall be defined as including the fully- burdened hourly rate, cost of materials and equipment, and cost of payments to City’s contractors. Company shall pay any such reimbursements, or any other payment, to City within thirty (30) days of invoice issuance unless otherwise stated; E. City has determined that its electric utility ratepayers are not required to subsidize third parties, including individuals, business entities or their owners or their stockholders by entering into contracts regarding the use of its Street Light Poles in a manner which may jeopardize the reliability of the Utility’s Street Illumination System. City shall charge Agreement with Verizon Wireless
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scriminatory fees in accordance with applicable law for contacting its Street Light Poles;
F. City has determined that the electric utility ratepayers have invested in City ’s SVP MeterConnect WIFI system and that the continued reliable operation of the service is not to be diminished as a result of this Agreement;
G. City has the ability to control the conditions under which third parties are allowed to contact its Street Light Poles and street lights attached to street light arms attached to utility poles; H. For the purpose of this Agreement, the term “Communications Equipment” shall mean City, Company, or third parties’ small cell equipment or other equipment and technologies that enable wireless communications as the same may evolve or be adopted, and ancillary equipment and installations, including wiring, cabling, power feeds, and any approved signage attached to thereto;
I. For the purpose of this Agreement, the term “ Small Cell” shall mean compact communication sites in a mobile network that provides a smaller coverage area than traditional macrocells and the term “ Pole Attachment” shall mean any attachment by a Party to this Agreement to a Street Light Pole owned or controlled by City; J. Company desires to attach, operate, and maintain its Communication Equipment on Street Light Poles, as described in Exhibit B, attached hereto and incorporated herein by this reference, in order to further its business purposes in providing a secure and reliable network;
K. This Agreement does not apply to any electric utility distribution or transmission poles; L. This Agreement does not apply to any cable, fiber, amplifier, switching, processing and transmission and distribution components of cable or electric systems and only applies to services described herein;
M. Because it is impractical to execute a separate agreement in each instance which Company desires to contact the Street Light Poles, it is the intent of the Parties that this Agreement shall be the all-inclusive master agreement regarding such contacts for the duration of this Agreement;
N. Unless otherwise stated the term “days” shall mean calendar days; and O. Construction and design practices relating to this Agreement shall be governed by the most recent version of Silicon Valley Power’s (“SVP”) Standard OH 1570.

The Parties agree as follows:

AGREEMENT TERMS AND CONDITIONS

1. AGREEMENT DOCUMENTS
Agreement with Verizon Wireless
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The documents forming the entire Agreement between City and Company shall consist of these Terms and Conditions and the following Exhibits, which are hereby incorporated into this Agreement by this reference:

Exhibit A – Sample Instructions and Application
Exhibit B – Typical Communications Equipment
Exhibit C – Insurance Requirements
This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes and replaces any previous agreements, representations and understandings, whether oral or written. In the event of any inconsistency between the provisions of any of the Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control

2. TERM OF AGREEMENT

2.1 Initial Term. Unless otherwise set forth in this Agreement or unless this Section is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on April 1 , 2025, and terminate ten (10) years thereafter (“Initial Term”).

2.2 Option to Extend. Company shall have the Option to Extend the term of this Agreement beyond the Initial Term described herein for one (1) additional five (5) year period with the same Terms and Conditions provided herein (“Renewal Term”), provided the following (i) Company shall give written notice of its intention to extend this Agreement at least ninety (90) days, but no more than one hundred eighty (180) days prior to the expiration of the Initial Term; (ii) Company is not in default of any of the material Terms and Conditions of this Agreement; (iii) and with written mutual agreement of the Parties.

3. SCOPE OF ALLOWED USE OF CITY STREET LIGHT POLES
Company shall attach its Communications Equipment on Street Light Poles in accordance with SVP’s Standard OH 1570 “Small Cell/DAS Attachments to SVP Streetlights” and shall perform the work required to install its Communications Equipment promptly and in such manner as not to interfere with the services of City and/or City’s third party attachers with authorized attachments. If Company shall use contractor(s) to perform any work contemplated by this Agreement, Company shall notify City in writing and identify the contractor(s) as soon as the contractor(s) is/are known to Company. When performing work in accordance with this Agreement, Company and/or contractor(s) shall wear clothing with visible labels that clearly identifies Company/contractor name and/or logo; such clothing includes a hat, vest, shirt, etc. Use of any Street Light Poles under this Agreement shall be confined to Communications Equipment, for which City has specifically given Company written permission to install in accordance with this Agreement . Due to the nature of the Communications Equipment only one carrier’s installation of its Communications Equipment for all of its approved equipment with approved technologies (which may include Agreement with Verizon Wireless
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multiple points of contact as provided in Exhibit B) shall be allowed per Street Light Pole; provided that any Company’s Communications Equipment shall (a) comply with applicable City, state, and federal law and any applicable Silicon Valley Power guidelines, including SVP’s Standard OH 1570 “Small Cell/DAS Attachments to SVP Streetlights”; and (b) be subject to City’s review and approval in accordance with Section 6.1 of the Agreement and other applicable provisions . For any non-City government agency or non- electric utility City attachments, City or any other local government agency may install attachments to the Street Light Pole for any public purpose upon at. least 48 hours’ prior written notice from City to Company . In the event of City or other government agency interference, Company shall have no other recourse, except t o request a relocation of its Communication Equipment to another Street Light Pole.

4. RESERVATION OF POLE LOCATION
Prior to the submission of an Application as described in Section 5, Company may request in writing that a specific Street Light Pole be reserved for the placement of its Communications Equipment (“Reservation”). Such requests are for the purpose of design investigations and shall not be used for anticompetitive reasons. The Reservation of the Street Light Pole is not considered an Application and does not start the Application as described in Section 5. Company shall not reserve a Street Light Pole that is already reserved or in use by another party. A maximum of thirty (30) Reservations (one Reservation per Street Light Pole) may be held at any time by Company. Reservations shall expire sixty (60) days after City’s confirmation of Reservation. After a Reservation has expired, Company may request to reserve the same Street Light Pole thirty (30) days thereafter. Requests for a site walk by the Electric Department may occur at time of Reservation submittal or any time before the Reservation expires. Once Company submits an Application for the same Street Light Pole, a Reservation shall be deemed expired.

5. APPLICATION TO PLACE COMMUNICATIONS EQUIPMENT

5.1 Whenever Company desires to place Communications Equipment on any Street Light Pole, Company shall make a written Application (“Application”) to City, in the sample application attached hereto, which may be amended from time to time by City in its sole discretion, for permission to attach to a specific Street Light Pole.

This written Application shall also include, but not be limited to, the location of the specific Street Light Pole, the description of equipment to be attached, height of attachment, necessary work required by City or others to make Street Light Poles ready for attachments, structural and wind loading calculations (calculations to include any City or third party equipment and decorations already attached to the pole), documentation of approval by SVP of electric service in accordance with Section 15.5 of this Agreement, power requirements of the equipment, a copy of a letter from City’s Community Development Department approving of the node design, a photo simulation of the Street Light Pole showing “before and after” of the Street Light Pole in its entirety and the area in its immediate vicinity. Upon receipt of the completed Application, it shall be deemed an “Active Application” and shall remain an Active Application until City approves or denies the Application. If approved, City shall have the right to inspect Company’s installation Agreement with Verizon Wireless
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of Communications Equipment onto City Street Light Pole. Each individual Application shall be limited to one (1) Street Light Pole per Application.

5.2 City may refuse to accept new Applications if Company has unresolved violations or correction notices or has more than thirty (30) Active Applications with City at any one time. City may continue to refuse new Applications until violations and correction notices are resolved or the total number of Active Applications is thi rty (30) or less. While City is not accepting new Applications, Company may continue to maintain its existing Communications Equipment and City shall continue to process previously accepted Applications. Exceptions to this requirement are stated in this Agreement.

6. APPROVAL TO PLACE COMMUNICATIONS EQUIPMENT

6.1 Company shall not have any right to attach Communications Equipment on City’ s Street Light Poles without prior approval by City of an Application. City may consider any matter that affects its municipal functions or proprietary interests, which include without limitation: (1) Company ’s proposed plans and Communications Equipment specifications; (2) compliance with any applicable Laws; (3) impacts on the City’s street light operations; (4) any potential hazards or unsafe conditions that could result from Company’ s installation, operation or maintenance; (5) any potential visual or aesthetic impacts as set forth in applicable Laws; (6) the additional load on the Pole the proposed Equipment would create; and (7) any municipal plans for the Pole or right- of-way in proximity to the Pole.

The City will comply with all applicable federal, state, and local laws and regulations with respect to the review and approval or denial of an Application to attached Communications Equipment. Company acknowledge s that the City reserves the absolute right to disapprove any Application in whole or in part when the City determines in its sole judgment that the subject Pole Location or proposed Communications Equipment would interfere with the City’s municipal functions or create a hazardous or unsafe condition.

6.2 Approval of the Application by City does not release Company of the obligation to obtain an encroachment permit for any work in the public right-of-way or easement, which must be obtained from City or other agency with jurisdiction. All encroachment permit fees, associated with the Application, shall be the responsibility of Company.

6.3 If, in the judgment of City, the accommodation of any of Company’ s Communications Equipment necessitates the rearrangement of City equipment located on a Street Light Pole and/or the replacement of a Street Light Pole, City shall notify Company in writing within fourteen (14) days after Application approval, regarding the necessary changes (the “City Work Notice”) and the estimated cost of the changes required. If Company maintains its desire to use said Street Light Poles and notifies City in writing of such acceptance within fifteen (15) days of issuance of the City Work Notice including acceptance of all required costs (“Confirmation”), at City’s option, Company may perform the requested Agreement with Verizon Wireless
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rearrangement on behalf of City to City’s specifications . If Company provides Confirmation and City does not opt to have Company perform the requested rearrangement on behalf of City, City shall make such rearrangement or replacement, within six (6) months of Company’s Confirmation. Company shall reimburse all costs incurred by City and attributable to rearrangement of equipment for Company. If during the rearrangement or replacement work City discovers the need for additional work not previously identified, and the actual work requires revisions so that construction exceeds the estimated costs by fifteen percent (15%) or less, then Company shall be liable for those additional costs. If construction costs are found exceed the costs by 15% or more, construction shall be halted, and City shall notify Company, in writing, of any required changes. Company must approve such changes prior to continuation of construction as set forth in approved Application(s). Should construction not be approved by Company, Company shall be responsible for all construction costs up to the halt of construction as well as the costs of restoring the site to its previous condition.

6.4 City shall notify existing third party attachers within fifteen (15) days of Confirmation of any Company make -ready work involving existing third party attachers’ equipment ( “Third Party Notice ”). Company shall directly coordinate with third party attachers on any make -ready work that may be required by third party attachers to accommodate Company ’s proposed work. Company may complete make-ready work with the consent of the third party attachers. All parties shall complete all make-ready work within sixty (60) days of issuance of the Third Party Notice, or within sixty (60) days of the Confirmation if there are no third party attachers to give notice, or some longer timeframe negotiated by Company and the responsible parties. The Total Cost of all make -ready work completed solely to accommodate Company’ s Communication Equipment, including make - ready work completed by third party attachers, shall be at the sole expense of Company. City shall not be responsible to Company for any loss sustained by Company by reason of the failure of any such third party, to make such rearrangements or transfers.

6.5 After completion of any work required by City to make the Street Light Poles ready for placement of the Communications Equipment and after receiving written approval to proceed from City (“Attachment Authorization”), Company shall have the right to install, maintain, repair, and use Communications Equipment described in its Application, subject to any reasonable technical conditions in City’ s written approval. Before commencing any such installation, Company shall provide written notification to City of the time when it proposes to do said work at least five (5) business days in advance so that City may arrange to have its representative present when such work is performed. If Company provided such notice and City’s representative is not available, Company is not obligated to alter its installation schedule or delay any planned work.

6.6 The timelines described in this Section may be extended under special circumstances upon written agreement of all the affected parties. If the installation is not substantially completed in the specified time limit, then upon written notice Agreement with Verizon Wireless
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by City, the approval shall be considered withdrawn and a new Application must be re-submitted for approval. If at any time City finds that the Communications Equipment is not installed in accordance with the approved Application, including but not limited to having installed extra equipment not shown in both the photo simulation and Application documentation, then upon written notice by City, City has the right to stop the installation and require that any installed Communications Equipment not in accordance with the approved Application be removed by Company. If Company fails to remove such non- compliant Communications Equipment within ten (10) days of issuance of written notice from City, City shall have the right to remove non-compliant Communications Equipment, with Company responsible for the Total Cost of the removal.

6.7 Nothing in this Agreement shall be construed to obligate City to grant Company permission to use any part of the Street Light Poles, provided that such use shall not be denied or delayed in a discriminatory manner. If permission to use a part of the Street Light Pole is refused, City shall provide in the response the reason for the denial and the remedy, if such remedy is available, to gain access to the subject Street Light Poles. Company may make other arrangements for the installation of Communications Equipment.

6.8 For the purpose of this Agreement, “Decommissioned Communications Equipment” is Communications Equipment that Company is not using for a continuous period of one hundred eighty (180) days or more nor has any intention of ever using to provide service for Company. Decommissioned Communications Equipment not intended to be used any longer, shall be promptly removed from the Street Light Poles by Company within ninety (90) days of Company’s decommissioning of the Communications Equipment. Company shall send written notification of removal of such Communications Equipment to City. City shall stop charging Communications Equipment License Fees as set forth in Section 15 from the date of receipt of the notification of removal and City shall have the right to verify removal. If City suspects that Communications Equipment on its Street Light Poles is decommissioned, City may send notice to Company for verification. Upon issuance of written notice, Company has ninety (90) days from the date that the notice was issued to remove the Decommissioned Communications Equipment, or to provide written notice to City that it disputes in whole or in part City’s claim that the Communications Equipment is not or shall not be utilized. If Company fails to respond or fails to remove undisputed Decommissioned Communications Equipment, City may remove the Decommissioned Communications Equipment and the Total Cost of such removal shall be at Company’s sole expense. City’s failure to require removal in any particular instance shall not prevent City from requiring removal at a later date.

7. INSTALLATION OF NEW STREET LIGHT POLES

7.1 In locations where Company has received Application approval and per SVP ’s Standard OH 1570 or architectural review and City has determined that a Street Light Pole be replaced with a new Street Light Pole, including footings, that meets Agreement with Verizon Wireless
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all requirements as set forth in this Agreement, Company shall be responsible for any and all costs for said replacement. Any Street Light Poles or footing specifically designed and created to accommodate Company’s equipment shall be provided by Company.

7.2 Company agrees not to erect any Street Light Pole of its own where City shall provide Street Light Poles adequate to accommodate Communications Equipment.

If Company desires Communications Equipment in location(s) where City does not have Street Light Poles, Company shall submit an Application as described in Section 5 and identify the need for new Street Light Poles at specific locations and City shall (a) at the sole expense of Company, perform a photometric lighting study to determine if a new Street Light Pole can be placed in the requested location, and (b) provide a response within ninety (90) days of City’ s receipt of Company’ s completed Application. If City denies the request or fails to respond within ninety (90) days, Company’s Application shall be withdrawn. If City approves Company’s request for the placement of a new Street Light Pole, Company shall directly procure the Street Light Pole, install the foundation, and may install the Street Light Pole per City’s requirements, however City shall be the only entity allowed to connect the Street Light Pole and service circuits to City ’s distribution system.

After installation is complete, Company shall install remaining Communications Equipment as described in Section 8.

7.3 Any replacement or new Street Light Pole installed by Company pursuant to this Section shall have its ownership immediately transferred over to City upon acceptance by City. Any Communications Equipment placed on the new Street Light Pole shall not have its power connected until ownership of the Street Light Pole has been transferred to City.

8. INSTALLATION AND MAINTENANCE OF ATTACHMENTS

8.1 Company shall, at its own sole risk and expense, install and maintain Communications Equipment on Street Light Poles in safe and good repair and in accordance with the requirements of SVP’s Rules and Regulations, and all City, local, state and federal laws, ordinances and regulations.

8.2 Company shall have ninety (90) days from Attachment Authorization to complete the attachment, unless the Parties mutually agree to extend such timeframe.

Following Company’s installation of the attachment, City shall provide post - construction comments, if any, within forty- five (45) days after City receives written notification of completion from Company. If Company fails to perform work related to City’s post-construction comments within the timeframe described in this Agreement, City may perform the necessary work, the Total Cost of which City shall be reimbursed by Company. Clearance for the electric service connection shall not be given until all of City’s post -construction comments are addressed to the satisfaction of City.

Agreement with Verizon Wireless
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8.3 If City identifies any deviation from the aforementioned requirements involving Company’s Communications Equipment, City shall report that deviation by written notice to Company. Company shall subsequently either respond in writing disputing the alleged deviation within thirty (30) days of issuance of the written notice or resolve the deviation so that the Communications Equipment conforms to all requirements. Such resolution shall be completed within one hundred eighty (180) days of issuance of written notice, or less if required by applicable law. If Company fails to perform corrective actions or file a dispute within the specified time, City may perform the necessary corrections, the Total Cost of which shall be reimbursed by Company to City. No Applicati on is necessary for replacement of existing Communications Equipment if such replacement is the same or smaller size, weight and energy draw and utilizes the same appearance, mounting points, and pole interior access points, as the existing Communications Equipment that was previously submitted and approved by City, or if the Parties agree that such replacement constitutes maintenance. In such instances where no Application is required, Company shall provide written notice within thirty (30) days of replacement of any reduction to the size, weight and energy draw of the Communications Equipment.

9. IDENTIFICATION OF COMMUNICATIONS EQUIPMENT
Company shall identify the Communications Equipment newly installed or serviced at each contact point by means of a marking method mutually agreed upon by the Parties. Such identification shall be visible from ground level. Company shall provide City a 24-hour contact phone number, as set forth in Section 39, to enable City to report any concerns regarding the Communications Equipment. In the event that City reports such concerns to Company, Company shall respond to such call(s) within three (3) days and perform the required repair or correct any adverse impact to City’s operations caused by such Communications Equipment at no cost to City unless solely caused by City, within thirty (30) days.

10. ADDITIONAL ATTACHMENTS
Except as provided for herein, Company shall not have the right to place, nor shall it place, any additional Communications Equipment in contact with any Street Light Poles, or modify the location or manner in which existing Communications Equipment attaches to any Street Light Poles, used by it without first following the attachment Application process described in this Agreement and receiving Attachment Authorization from City as described in this Agreement; provided, however, Company need not follow the Application process or obtain City’s consent for any addition that involves (a) only the substitution of internal components past the power disconnect switch, and does not result in a change to the external appearance, dimensions, energy draw or weight of Communications Equipment with Communications Equipment approved by City, or (b) replacement of Communications Equipment as provided for in Section 8 of this Agreement. Company may rearrange existing attachments without being charged an additional attachment fee; for any new attachments the applicable fee shall be charged.

Agreement with Verizon Wireless
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11. SUBSEQUENT ATTACHMENTS
If City intends to authorize or permit attachments of a third party to a pole jointly used by Parties under this Agreement, and if the proposed attachments of such third party requires the rearrangement of any Communications Equipment, City shall obligate such third party to agree to pay to Company the cost for Company to rearrange the Communications Equipment and any damage caused thereto before authorizing or permitting the attachments, to the extent allowed under existing contracts and applicable law.

12. WARRANTY

12.1 Company warrants to City that any work performed, including installations, by Company on replacement Street Light Poles that Company may install and transfer pursuant to this Agreement shall be of quality workmanship and free from defects.

To the extent any warranties Company obtains for replacement Street Light Poles that it may install and transfer to City pursuant to this Agreement are assignable, Company shall assign such warranties to City.

12.2 The foregoing warranty of workmanship shall apply to defects which appear within eighteen (18) months of Street Light Pole ownership transfer or twelve (12) months from its first use by City, whichever occurs first (the “Warranty Period”).

12.3 If the work performed hereunder does not meet the above warranty, City shall, within the Warranty Period, promptly notify Company in writing and make the asset available for correction. Company shall thereupon correct any covered defect by, at its option and expense, (a) repairing or replacing the defective asset or parts thereof; or any defective parts that are replaced by Company shall, at Company’s option, be returned by City at Company’s sole expense to a Company’s chosen facility within thirty (30) days from the date of written instruction by Company. If a defect in the workmanship cannot be corrected by Company’s best efforts, City may correct the defect at Company’s sole expense.

12.4 Any repaired or replacement part furnished under this warranty shall carry warranties on the same terms as set forth above, except that the Warranty Period shall be for a period of ninety (90) days from the date of such re-performance, repair or replacement or the remainder of the original Warranty Period, whichever is longer. However, in no case shall such Warranty Period extend beyond twenty-one (21) months from ownership transfer or first use, whichever occurred first.

12.5 If, after thirty (30) days after written notification of the breach of warranty to Company or, in the case of a breach which results, or could reasonably be expected to result, in a forced outage of the Street Light Pole after three (3) business days after such notification where such notification informs Company of the shortened cure period due to the potential forced outage, Company has not commenced the correction of the breach and thereafter diligently pursued such correction, then City, by written notice to Company, may correct or cause to be corrected such breach in accordance with this Agreement, and Company shall be liable for all costs, charges Agreement with Verizon Wireless
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and expenses directly incurred by City to effect such repair or replacement and shall forthwith pay to City an amount equal to such costs, charges and expenses upon receipt of invoices certified by City. City’s actions in correcting defects in accordance with this Section shall not void Company’s warranty obligations except (a) Company shall not warrant the services performed or materials provided by City or any third party, or (b) if City or its third party agent engages in a warranty- negating activity, i.e., normal wear and tear including that due to environment or operation, improper storage, operation, installation, repair and maintenance of the asset.

12.6 Company does not warrant the replacement Street Light Poles or any repaired or replacement parts against normal wear and tear including that due to environment or operation. The warranties and remedies set forth herein are further conditioned upon the proper storage, installation, operation, repair and maintenance of the Street Light Poles.

12.7 The preceding paragraphs of this Section set forth the exclusive remedies for all claims based on failure of or defect in the work performed by Company on City owned assets provided under this Agreement, whether the failure or defect arises before or during the Warranty Period and whether a claim, however instituted, is based on contract, indemnity, warranty, tort (including negligenc e), strict liability or otherwise. The foregoing warranties are exclusive and are in lieu of all other warranties and guarantees whether express, written, oral, or implied.

12.8 Company hereby warrants that it has acquired, and maintains during the term of this Agreement, all necessary authorization required to provide services set forth in this Agreement within City. If the nature and character of Company ’s Communications Equipment, beyond the definition of Communications Equipment specified in this Agreement, changes in the future, Company shall notify City, in writing, at least thirty (30) days in advance of its intent to change the nature of its Communications Equipment. The Parties agree that the terms of this Agreement are based on the nature of Communications Equipment attached to the Street Light Poles. Company acknowledges that any unauthorized change in the nature of Communications Equipment, beyond the definition of Communications Equipment specified in this Agreement, shall require either an amendment to this Agreement or the renegotiation of the terms and conditions of this Agreement.

13. RIGHT OF CITY TO INSPECT
City shall have the right to inspect each new installation of Communications Equipment attached to Street Light Poles and to make periodic inspections at City’s discretion as conditions may warrant. Such inspections shall not relieve Company of any responsibility, obligation or liability assumed under this Agreement.

14. ACCESS
Agreement with Verizon Wireless
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For the term of this Agreement, Company is authorized to use any easements of City and public rights-of-way of City for access to Street Light Poles to which Communications Equipment is or shall be attached pursuant to this Agreement and applicable design standards so long as such use is not in conflict with City’s present and future use. Easement authorization for purposes of this Section shall be deemed revoked upon Communications Equipment removal for more than ninety (90) consecutive days or as described in Section

21.1. The right to access the Street Light Poles granted by this Agreement is non-exclusive.

15. COMPENSATION AND PAYMENT
As compensation for the right to install and maintain Communications Equipment on Street Light Poles, Company shall pay to City fees calculated as set forth as follows:

15.1 Application Fee. The non- refundable one -time Application fee for Application (“Application Fee”) review and inspection of Communications Equipment installed on Street Light Poles is set forth by City Council. The Application Fee is subject to City’s review and adjustment in accordance with City policies and procedures and in accordance with any applicable law(s).

15.2 Surety Bond. Prior to the installation or other work performed by Company pursuant to this Agreement, Company shall furnish City with a surety bond satisfactory to City in the amount of two hundred and fifty thousand dollars ($250,000) (“Surety Bond”) to protect City in the event of a default or if Company fails to meet and fully perform any of its obligations in accordance to this Agreement. The bonding company shall be a United States based entity with legal rights to issue bonds in the State of California. The bond forms shall be in a form approved by the City Attorney. In the event City draws from Surety Bond, in whole or in part, then Company shall replenish the Surety Bond to the full amount stipulated within thirty (30) days and failure to do so shall be dee med a default. If Company fails to meet and fully perform any of its obligations in accordance to this Agreement causing the City to draw from the Surety Bond two (2) or more times in a twelve (12) month period, City reserves the right to increase the required bond amount up to an additional $50,000.

15.3 Communications Equipment License Fees. Company shall pay City an annual Communications Equipment License Fee of two hundred seventy dollars ($270.00) per Street Light Pole upon which Communications Equipment is attached for the applicable twelve (12) month period upon which the annual Baseline Report or Inventory Report, as appropriate, is based. The first annual Communications Equipment License Fee shall be prorated based upon the Baseline Report and said amount shall become due upon due date specified in City issued invoice. Annual Communications Equipment License Fees thereafter shall be paid annually as set forth in Section 15.7. The annual Communications Equipment License Fees shall be charged for each Street Light Pole on which Company has installed Communications Equipment. The First Annual Communication Fee payment for new Communication Equipment attachments shall be prorated based on the date of Application Approval.

Agreement with Verizon Wireless
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15.4 Cost. From time to time City may perform a cost study to determine the cost incurred by City for Company’ s use of the Street Light Pole and maintaining the Street Light Pole to which Company’s Communications Equipment is attached and (i) such cost is found to be reasonable and non-discriminatory by the City Council and approved in accordance with City policies and procedures and any applicable law(s) (“ New Communications Equipment License Fee ”); and (ii) such cost is greater than two hundred and seventy dollars ($270.00) per Street Light Pole upon which Communications Equipment is attached, Company shall pay City the difference between the New Communications Equipment Contact Fee and two hundred seventy dollars ($270.00) for a period between the Revised License Fee Date back to the last annual anniversary of the Commencement Date, which period shall not exceed twelve (12) months (the “Look Back Period” ) for all approved Applications in effect as of the Revised License Fee Date for those years during the Look Back Period in which Company has paid the two hundred seventy dollars ($270.00) Communications Equipment License Fee. Then Company’ s Communications Equipment License Fee shall escalate to the amount of the New Communications Equipment License Fee for all approved locations then in effect and shall become the Communications Equipment License Fee for all locations that are approved and become effective thereafter. If during the term of this Agreement the Communications Equipment License Fee of two hundred seventy dollars ($270.00) established by the Declaratory Ruling issued by the Federal Communications Commission on September 27, 2018 in WT Docket Nos. 17-79 and 17-84 (FCC 18-133, 33 FCC Rcd 9088) (“ Wireless Infrastructure Order”) is increased by the FCC or other applicable rule, regulation or law, the Communications Equipment License Fee of two hundred seventy dollars ($270.00) set forth herein shall be replaced by such higher pole attachment fee (“New Communications Equipment License Fee”). The New Communications Equipment License Fee shall apply as of the date the FCC or other regulatory agency adopts such higher fee (the “Revised License Fee Date”). Upon the Revised Contact Fee Date, the New Communications Equipment License Fee shall become the “Communications Equipment License Fee” as referred to in this Agreement.

15.5 Electric Service. Company shall be responsible for obtaining electric service to its Communications Equipment in accordance with SVP Rules and Regulations, City policies and procedures and any applicable law(s). City shall review electric service requests pursuant to its procedures and timeframes for connecting new customers.

Such electric service requests are considered to be separate from the Application for attachment as described in Section 5 of this Agreement. Each new service account shall be served under City’s applicable electric rate schedules and Company shall be responsible for the payment of every service charge and electrical bill rendered to Company’s service points pursuant to such rate schedules.

15.6 Unmetered Service. At City ’s sole option, service to one or more of Company’s service points may be unmetered. Bills for unmetered usage at each service point shall be calculated based on City’s applicable rate schedules and rules for service.

If metered service is required by City at any point, bills for such service shall be rendered pursuant to City’s applicable rate schedules and rules for service.

Agreement with Verizon Wireless
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15.6.1 For each unmetered service point, if an applicable rate schedule is not in place, energy usage for each bill cycle shall be the product of the maximum nameplate power consumption of the Communications Equipment connected to each service point times 730.

15.6.2 Company shall submit written notification to City at least sixty (60) days prior to any change in Communications Equipment that would change usage for any unmetered service point by more than five percent (5%).

15.6.3 Company shall provide City with a written description of the equipment model, type, unit and nameplate capacity, prior to the installation of any equipment.

15.6.4 Billing for energy at each service point shall continue until Company informs City, in writing, as described in this Agreement, as expeditiously as feasible, that Company has removed Company’ s Communications Equipment.

15.6.5 City shall have the right to test meter the load at various locations and at various types and ratings of the Company’ s Communication Equipment to the extent necessary to verify the estimated kWh usage used for billing purposes. City shall make prospective adjustments in estimated usage for subsequent billing purposes; however, City shall be under no obligation to test meter the load of Company ’s Communications Equipment. City’ s decision not to test meter the load of Company’ s Communications Equipment shall not release Company from the obligation to provide to City, and to update, as provided in Section 15.6.2, an accurate inventory of the types, rating and quantities of equipment upon which billing is based. If City, at its sole discretion, requires a metered energy charge for Company’s Communications Equipment, Company shall comply with any metering requirements by City, and shall be subject to any applicable City meter installations charges.

15.7 Payment Schedule. Each payment shall continue at the level referred to above until adjusted as provided in this Section. The amount of the Communications Equipment License Fees due to City from Company for any year shall be based on the number of Communications Equipment as set forth in the annual Baseline Report or Inventory Report, as appropriate. Said amount shall become due upon due date specified in City issued invoice and payable in one (1) annual installment.

The payment dates provided for in this Se ction may be modified by City upon written notice to Company. City may render an invoice for amounts due, but failure by City to render an invoice does not relieve Company from its obligation to pay the Communications Equipment License Fees due.

15.8 Overdue Payments. If the payment is not paid as required herein, simple interest on unpaid, undisputed amounts of the payment shall accrue, until paid, at one percent (1%) per month.

Agreement with Verizon Wireless
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15.9 Payment for Renewal Term . At the cessation of the Initial Term, as defined in Section 2, Company may elect to renew this Agreement ( “Renewal Term”) as set forth in Section 2.2 for that Renewal Term and at the Rate Schedule set forth in this Section 15.

15.10 Baseline Report. The compensation in this Section 15 shall be based upon the pro- rated number of Communications Equipment estimated to be attached to Street Light Poles between April 1, 2025 and June 30th, submitted by Company in writing to City no later than May 31st of the first year (“Baseline Report”). The Baseline Report shall include Street Light Pole locations. City shall have the right to audit and verify the Baseline Report to assure the accuracy of the number of Street Light Pole attachments stated.

15.11 Inventory Report. Within ninety (90) days of City’s request, Company shall submit an inventory report ( “Inventory Report”) setting forth the total number of Street Light Pole attachments and Street Light Pole locations utilized by Company. The Inventory Report shall include the total number of Communications Equipment attached to Street Light Poles from July 1st to June 30th of each given year. City shall have the right to audit and verify the Inventory Report to assure the accuracy of the number of Street Light Pole attachments stated.

15.12 Penalty. Should City determine that Company has installed Communications Equipment on a Street Light Pole without an approved application, City shall send Company written notice of the unauthorized Communications Equipment (Removal Notice). Company must decommission unauthorized Communications Equipment within twenty four (24) hours after receipt of City’s Removal Notice and remove the unauthorized Communications Equipment within thirty (30) days of receipt of Removal Notice. If Company does not remove the unauthorized Communications Equipment by the end of the thirty-day period then Company shall be subject to a fifty dollar ($50.00) penalty per Street Light Pole per day, dating back to the date that the City sent the Removal Notice. Penalties shall continue to accrue until the Communications Equipment installation is removed and Company notifies City of such removal. Company may refute the fine and Removal Notice by providing the accepted and completed Application for the Communications Equipment in question. In the event Company fails to remove such unauthorized Communications Equipment within the thirty (30) day period referenced above, City may remove any unauthorized Communications Equipment and City shall invoice Company for the Total Cost incurred by City as a result of removal.

15.13 Payment Disputes. If Company does not agree upon the amount owed, then it shall pay the undisputed amount and shall contact City to discuss the remaining balance.

Interest at the rate listed in Section 15.8 shall be awarded on that amount unpaid but actually due.

16. INTERACTION WITH CITY OR THIRD PARTY EQUIPMENT
Agreement with Verizon Wireless
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16.1 For the purpose of this Agreement, the term “Negative Impact ” shall mean adversely interfering with the operation of equipment owned or operated by or on behalf of City, Company, or a third party who has authorized equipment on City owned assets. This includes interfering with the transmission or reception of signals or the physical operation of any device. Company acknowledges and accepts that existing City services are currently in use. If Company’ s Communications Equipment is found to be the cause of any Negative Impact upon City services, City shall provide written notice to Company of such Negative Impact and Company shall shutdown the operation of any Communications Equipment responsible for, or suspected to be responsible for, the Negative Impact within seventy -two (72) hours of notification in order for City, at its sole discretion, to determine the extent of the Negative Impacts and how to reduce/eliminate such Negative Impacts. If it is determined that the removal of Communications Equipment is needed to reduce/eliminate the Negative Impact, City shall notify Company by written notice and Company shall have forty-five (45) days after issuance of such written notice to remove the offending Communications Equipment, during this timeframe the offending Communications Equipment shall not be returned to service before removal, such time period may be extended by written agreement between both parties upon written agreement of all affected parties. If, after the timeframe mentioned above has elapsed, the Negative Impact continues, City shall have the right to remove the offending Communications Equipment from the Street Light Pole(s) and store the Communications Equipment in accordance with the terms set forth in this Agreement. If the solution to eliminate the Negative Impact results in the removal of Company’s Communications Equipment, Company may apply to move the Communications Equipment to a new Street Light Pole pursuant to the terms set forth in this Agreement.

16.2 If Company finds that any third party attacher who has authorized equipment on City owned assets is causing a Negative Impact, Company and such third party attacher shall coordinate to resolve the Negative Impact within fourteen (14) days.

If a resolution is not reached within the stated timeframe, Company and/or the third party attacher may submit a written request to City, at the sole risk and expense (Total Cost) of the party determined to be the primary cause of such Negative Impact (the “Responsible Party”), that City take action to determine which party is the Responsible Party including commissioning a study related thereto. Once identified, the Responsible Party shall remove and/or correct the Communications Equipment within thirty (30) days to eliminate the Negative Impact.

16.3 If Company disputes the finding that its Communications Equipment is the cause of the Negative Impact, Company, at its sole risk and expense, may submit a study within thirty (30) days of City notification pursuant to Section 16.1 to demonstrate that its Communications Equipment is not the cause. City shall review and respond to Company’s study within thirty (30) days. If, at its sole discretion, City accepts and agrees with Company’ s study, Company may resume the operation of its Communications Equipment. If, at does not accept and/or agree with Company’ s study, Section 16.1 shall apply.

Agreement with Verizon Wireless
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16.4 City may, from time to time, require enhancements to its existing systems, such enhancements may include the installation of new wireless devices on Street Light Poles by or on behalf of City. City shall provide at least ninety (90) days advance written notification of such City activities. Company shall have the said ninety (90) days to re-evaluate their installations in the event, at the sole discretion of City, the enhancements to City services that require the removal or relocation of Company’s Communications Equipment. City shall have no obligation to provide any alternate Street Light Pole or any other facility for the relocation of Company’s Communications Equipment; however, at the sole expense of Company, City shall accept and expedite Applications to relocate the Communications Equipment to a new location, as set forth in Section 5 of this Agreement. Upon written request of Company, City shall provide a map showing available Street Light Pole locations within a five hundred (500) foot radius of the Street Light Pole to be removed.

17. INTERRUPTION OF SERVICE
City reserves the right to operate and maintain Street Light Poles to fulfill its service requirements to its electric utility ratepayers or communications customers. City shall not be liable to Company for any interruption to Company’s service or for any interference with the operation of Company’s Communications Equipment arising in any manner from the use of Street Light Poles by City in accordance with this Agreement, unless caused by City’s gross negligence or willful misconduct.

18. NO OWNERSHIP OR VESTED INTEREST CREATED
No use of any Street Light Poles under this Agreement shall create or vest in Company any ownership interest, tenancy, estate or any other interest in the Street Light Poles and Company’s rights therein shall be and remain a license. Each Party shall pay the Total Cost of the installation and maintenance of its own facilities. Nothing in this Agreement shall be construed to compel City to maintain any Street Light Poles for a period longer than demanded by its own service requirements. Title to the Communications Equipment, exclusive of the Street Light Poles (original or replacement) used for support, but including ground mounted equipment, shall remain with Company and shall constitute Company’s personal property and equipment, and not fixtures or improvements attached to the land.

19. CITY OPERATIONS; REPAIRS, MAINTENANCE, ALTERATION, AND

REPLACEMENT OF STREET LIGHT POLES

19.1 Except as specifically provided otherwise in this Agreement, the City and its Agents have the right to access any Street Light Pole in whole or in part at any time without notice for any purpose. The City will not be liable in any manner whatsoever, and Company expressly waives any claims for inconvenience, disturbance, lost business, nuisance or other damages that may arise from the City’ s or its Agents ’ access to the Street Light Pole, which includes any Equipment removed in an emergency or other exigent circumstances pursuant to Section 19.5 (Emergencies), except to the extent that the damage arises from the negligence or willful misconduct of the City or its Agents.

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19.2 Repairs, Maintenance and Alterations to Street Light Poles. The City will: (1) maintain and repair Poles as needed, in its sole judgment, for its street light operations and other municipal functions; (2) correct any immediately hazardous condition. Excluding conditions that arise from the City’s or its Agents’ negligence or willful misconduct, neither any City work on any Pole nor any condition on any Pole will: (a) entitle Company to any damages; (b) excuse or reduce any obligation by Company to pay any Communications Equipment License Fees or additional fees or perform any covenant under this Agreement; or (c) constitute or be construed as a constructive termination of this Agreement or any approval conferred or permit issued hereunder.

19.3 The City will make a good- faith effort to provide advance notice of repair, maintenance, or alterations to its Streetlight Poles to Company as soon as reasonably practicable. The City will allow Company representatives to observe the City’s work. The City will take reasonable steps not to disrupt Company’s ordinary operations on the Street Light Pole. These provisions will not be construed to allow Company’s ordinary operations to impede or delay the City’s authority and ability to make changes to the Street Light Poles necessary to maintain street light services.

19.4 In the event any Street Light Poles occupied by Company under this Agreement are to be replaced or removed, Company shall, at its own sole risk and expense, upon at least ninety (90) days written notice from City, relocate or replace its Communications Equipment or transfer it to replacement Street Light Poles or perform any other work in connection with said Communications Equipment that may be required by City.

19.5 For the purpose of this Agreement, the term “ Emergency” is defined as an unforeseen event, circumstance, or combination of circumstances that City reasonably determines to require immediate action and/or presents an ongoing danger to public health and safety and/or imperils SVP ’s distribution system. In cases of Emergency, City’s work shall take precedence over Company’s operations, which includes without limitation any Communications Equipment operated on the Street Light Poles and City may, at Company’s sole expense, remove and store the Communications Equipment for retrieval by Company, or perform any other work required to serve the needs of City. City shall provide Company notice of such removal as soon as practicable, but in no event later than three (3) business days after the Emergency. Company may reattach any Communications Equipment that has been removed and stored and resume operation once the Emergency concludes.

20. REMOVAL OR VACATION
Should Company remove its Communications Equipment from any Street Light Poles, Company shall, within ten (10) days after such removal, give notice thereof to City, specifying the Street Light Poles vacated and the location thereof, as well as the date of removal. Removal of all Communications Equipment from any Street Light Poles without its replacement or substitution by Company within thirty (30) days shall constitute a termination of Company’s right to use such Street Light Poles and easements without Agreement with Verizon Wireless
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making a new Application thereof. Once the Communications Equipment is removed, Company shall restore the Street Light Pole in accordance with City’s published standards for the location.

21. STREET LIGHT POLE REMOVAL NOTICE

21.1 If City is required by law or ordinance or desires at any time and for any reason to remove any Street Light Pole or replace any existing Street Light Pole with one not suitable for placement of Company’ s Equipment, City shall, except in cases of Emergency, issue Company a Notice of Pole Removal, to that effect at least sixty (60) days prior to the date on which it intends to remove such Street Light Pole.

When practical, City shall provide Company a preliminary written notice at least ninety (90) days in advance. If Company cannot accommodate the removal of the Communications Equipment within the sixty (60) day notice period then either (1) the City will remove and store Company’s Communications Equipment, at the sole risk and expense of Company, or (2) the Parties shall negotiate and mutually agree upon a longer timeframe for removal of the Street Light Pole and Company’s Communications Equipment, on a case by case basis. City shall have no obligation to make ready any Street Light Pole or any other facility for the relocation of Company’s Communication Equipment; however, City shall accept and expedite Applications to relocate the Communications Equipment to a new location provided the Application meets the requirements set forth in Section 5 of this Agreement.

Upon written request of Company, City shall provide a map showing available Street Light Pole locations within a five hundred (500) foot radius of the Street Light Pole to be removed. The Parties shall cooperate to the extent possible for Company’s continuity of service during any removal or relocation.

21.2 Sale of Communication Equipment. Except as provided for in Section 31, if at any time Company shall desire to sell any Communications Equipment under this Agreement, it shall notify City of its intention in writing no later than sixty (60) days in advance of the intended sale date. Company shall notify buyer in writing that a Small Cell Attachment Agreement with City is needed in order to maintain Communications Equipment on Street Light Poles. If purchasing entity does not have a Small Cell Attachment Agreement with City by the time the sale is to be completed Company shall remove the Communications Equipment from the Street Light Poles before the sale is completed.

21.3 Abandonment of Communication Equipment. If at any time Company shall desire to abandon any Communications Equipment under this Agreement, it shall notify City of its intention in writing no later than sixty (60) days in advance of the intended abandonment. If requested by City, Company may transfer to City ownership of the Communications Equipment that it intends to abandon and shall execute a bill of sale with respect thereto. If City does not take ownership of the Communications Equipment that Company intends to abandon, Company shall remove Communications Equipment as set forth in Section 26.4.

Agreement with Verizon Wireless
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21.4 Sale by City . It is the practice of City to not abandon any Street Light Poles.

Notwithstanding that practice, if at any time City desires to sell any Street Light Poles jointly used by the Parties, it shall notify all attachers of its intention in writing. All attachers shall have the right to bid for the Street Light Poles through a public process consistent with the City’s Charter and City Code.

22. CHANGES TO STREET LIGHT DESIGN
If an action is taken due to City of Santa Clara Council’s direction or deemed necessary by the City Manager to replace the current design of the Street Light Poles with a specific new design, Company shall be required to remove any existing Communications Equipment attachment within the timeframes specified in Section 21.1. Company may re-attach the subject Communications Equipment following supplemental architectural review and approval, which approval may be denied at City’s discretion.

23. DAMAGE TO CITY PROPERTY AND/OR STREET LIGHT POLES
Company shall exercise special precautions to avoid causing damage to City Property and/or Street Light Poles. Company shall assume responsibility for any loss stemming from such damage to the extent such loss is caused by Company or its contractors, or any other party involved with the services who is brought onto or involved in the performance of the services by Company. Company shall notify City within twelve (12) hours of the occurrence of any such damage, provide a written report to City within five (5) business days, and shall reimburse City for its Total Cost incurred in making repairs to the damage caused by Company or its contractors. City may choose not to accept further Applications until City receives said reimbursement, unless otherwise required to do so under any applicable local, state or federal laws.

24. DEFAULT AND REMOVAL OF COMMUNICATIONS EQUIPMENT

24.1 If Company should default in the performance of any work that is obligated to do under this Agreement, following the notice period set out in this Agreement or thirty (30) days after City issuance of written notice of such default if no specific notice period is provided for, City may elect to do such work at Company’ s sole expense; such period may be extended by written agreement between both parties.

24.2 If Company should default in the removal of its Communications Equipment or property from any of the Street Light Poles within the time allowed for such removal, City shall give written notice to Company that City shall remove and store the Communications Equipment or property at Company’ s sole expense. If Company does not claim said Communications Equipment within one hundred eighty (180) days after City issuance of such notice, the Communications Equipment shall become the sole property of City in which event title to said Communications Equipment and property shall vest in City as of one hundred eighty (180) days after the date of such written notice.

24.3 Nothing herein contained shall be construed to make City or other third parties under contract with City liable for damage to Communications Equipment or Agreement with Verizon Wireless
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service of Company resulting from City performing work pursuant to Section 24.1, except in the case of gross negligence or willful misconduct on the part of City or third parties under contract with City. Damage to Communications Equipment or service of Company by any party other than City or third parties under active attachment agreements with City are subject to Section 23 of this Agreement.

25. DEFAULT PROCEDURES
Company shall be subject to default procedures as set forth in this Section if Company defaults in any of the following particulars:

25.1 Fails to pay the fees prescribed in this Agreement; or

25.2 Breaches any other term or condition of this Agreement.

Upon default under either of the subsections above, City shall give Company written notice setting forth the nature of the default and a demand that said default be cured and remedied. If Company fails, neglects or refuses within thirty (30) days after the issuance of said notice to cure or remedy the default, or to commence and diligently continue such cure, then City, upon notice and without suit or other proceedings, may elect any of the following remedies:

25.2.1 Suspend Company’s electric service to the Communications Equipment installation to which the default pertains;

25.2.2 Terminate the authorization granted under this Agreement, or the affected portion thereof, for the Communications Equipment installation to which the default pertains;

25.2.3 Maintain an action at law against Company for damages directly incurred by City arising directly from Company’s uncured default; or

25.2.4 If uncured default affects the greater of five (5) Communications Equipment installations or more than fifty percent (50%) of all Company’ s Communications Equipment installations made under this Agreement, terminate this Agreement in accordance with Section 26.

26. TERMINATION

26.1 Termination for Default. In the event that City invokes Section 25 in the case of a material breach by Company.

26.2 Termination by Company. In the event that Company desires to terminate the Agreement before the expiration of the Initial Term or the Renewal Term, as described in Section 2, Company shall provide written notice to City at least ninety (90) days in advance and shall be subject to pay the Communications Equipment License Fees for the then-current annual period as described in Section 15.3 and a Agreement with Verizon Wireless
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T
ermination Fee of one thousand dollars ($1,000) per location to which an attachment remains at the end of the timeframe specified in Section 26.4.

26.3 Termination by City . In the event that Company (or any successor -in- interest to Company) ceases to operate, City may terminate the Agreement upon providing Company or Company’s successor ninety (90) days’ notice prior written notice of City’s intent to so terminate this Agreement.

26.3.1 In the event that all of Company’s Equipment that has been in place and previously used by Company is not utilized by Company for a period of six (6) consecutive months, and such event is not due to a Force Majeure event as defined in this Agreement, City may terminate this entire Agreement upon providing Company ninety (90) days prior written notice of City’s intent to so terminate this Agreement. In the case of a Force Majeure event, no later than six (6) months after such event, Company shall provide City with a schedule detailing the time to restore Company’s Communications Equipment, such schedule to be agreed upon by City. If Company should default in the timely removal of its Equipment, Section 24.2 of this Agreement shall apply.

26.3.2 City shall not terminate this Agreement for telecommunications anti- competitive reasons, however, this provision does not waive City’s right to remove Street Light Poles in accordance with any other provisions of this Agreement.

26.4 Upon receipt of a notice of termination as referred to in Sections 26.1, 26.2 and

26.3, this Agreement shall terminate at the date specified in such notice, which date shall not be less than ninety (90) days from the date of such notice. Company, at its own expense, shall remove the Communications Equipment from the Street Light Poles within ninety (90) days of said date of termination. If Company should default in the removal of Communications Equipment or property, Section 24 shall apply.

26.5 In the case of expiration of this Agreement, City shall continue to process Applications from Company, provided that Company engages in timely negotiations for a replacement agreement. Furthermore, Company shall maintain all existing Communications Equipme nt on Street Light Poles pursuant to and in accordance with the Terms and Conditions of this Agreement until such time the replacement agreement becomes effective. In order for the negotiations to be considered timely, Company must submit a notice in writing at least six (6) months prior to the expiration date to City indicating who shall be acting as Company’ s point of contact for the negotiations, as well as requesting a meeting date. Within four (4) weeks of the notification being sent, City shall reply to Company in writing with its point of contact. If at any time during the negotiation the point of contact for either Party is changed, such Party shall notify the other Party in writing no less than two (2) weeks in advance. The negotiations, at least, shall consist of monthly meetings and biweekly updates. If a new agreement is not signed within one (1) Agreement with Verizon Wireless
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year of the expiration date, City shall have the option, with thirty (30) days’ notice, to decline to accept Applications.

26.6 For the purpose of this Agreement, “Force Majeure” shall mean any cause beyond the control of the Party affected, and which by exercise of reasonable due diligence such Party could not reasonably have been expected to avoid and which by exercise of due diligence it has been unable to overcome or obtain or cause to be obtained a commercially reasonable substitute therefore. Force Majeure includes Acts of God, flood, drought, earthquake, storm, tornado, fire, explosion, lightning, epidemic, public emergency, war, riot, civil disobedience, labor strike, labor dispute, labor or materials shortage (however labor or materials shortage does not include the mere inability to obtain that labor or material at a particular price), sabotage, restraint by court order, restraint by public authority, or action or non- action by governmental authority or accident. No Party shall, however, be relieved of liability for failure of performance if such failure is due to causes arising out of its own negligence or due to the removal of remediable causes which it fails to take reasonable efforts to remove or remedy within a reasonable time, or due to mere fluctuations in market prices. Nothing contained herein shall be construed to require a Party to settle any strike or labor dispute in which it may be involved. Either Party rendered unable to fulfill any of its obligations under this Agreement by reason of Force Majeure shall give prompt written notice of such fact to the other Party and shall exercise due diligence to remove such inability with all reasonable dispatch.

27. USE SUBJECT TO PRIOR RIGHTS AND OBLIGATIONS
Nothing in this Agreement shall be construed as affecting any rights or privileges previously conferred by City of an interest in or of facilities on the Street Light Poles, by contract or otherwise, upon others to use the Street Light Poles covered by this Agreement; and City shall have the right to continue such rights or pr ivileges consistent with this Agreement. The privileges herein granted to Company shall at all times be subject to any such existing contracts and arrangements. Any rights and privileges herein conferred are also subject and subordinate to the prior right of City to use all its easements rights of way and property interests and governmental powers in the performance of its duties as a municipal utility and a governmental entity.

28. NON-EXCLUSIVE LICENSE
The license and right to access the Street Light Poles granted by this Agreement is non- exclusive. Company shall not interfere with any other license and right of access granted by City to any other third party.

29. NO FRANCHISE RIGHTS CREATED
Nothing in this Agreement shall be construed as granting or creating any franchise right.

30. NO PUBLIC OFFERING
Agreement with Verizon Wireless
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To the extent Company is required to file this Agreement with the Public Utilities Commission, Company declares that said filing, pursuant to the procedural requirements of G.O. 95-A, is not to be construed as a public offering by Company of the services or the Communications Equipment.

31. ASSIGNMENT AND SUBCONTRACTING
City and Company bind themselves, their successors and assigns to all covenants of this Agreement. This Agreement shall not be assigned or transferred without the prior written approval of City. Notwithstanding any provision in this Agreement to the contrary, upon thirty (30) days’ written notice, either Party may assign this Agreement or its rights or obligations to (a) any entity that controls, is controlled by, or is under common control with a Party, or (b) in connection with the sale or other transfer of substantially all of Company’s assets in the FCC market area where the Structures are located. Company shall be fully responsible to City for the acts of the omissions of its contractors, and of persons either directly or indirectly employed by them, as Company is for the acts and omissions of persons directly employed by it.

32. NO THIRD PARTY BENEFICIARY
This Agreement shall not be construed to be an agreement for the benefit of any third party or parties and no third party or parties shall have any claim or right of action under this Agreement for any cause whatsoever.

33. THIRD PARTY MODIFICATIONS
This Agreement shall be subject to such changes or modifications as may be required or authorized by rule, regulation, or law by any non- City affiliate third party regulatory commission in the exercise of its lawful jurisdiction, provided that neither Party is hereby consenting to its contractual rights being impaired, and any modification, revision, renewal or extension of this Agreement shall so state.

34. INDEPENDENT CONTRACTOR
Company and all person(s) employed by or contracted with Company to furnish labor and/or materials under this Agreement are independent contractors and do not act as agent(s) or employee(s) of City. Company has full rights to manage its employees in their performance of services under this Agreement.

35. CONFIDENTIALITY OF MATERIAL
To the extent permitted under applicable law, all ideas, memoranda, specifications, plans, manufacturing procedures, data, drawings, descriptions, documents, discussions or other information developed or received by or for either party and all other writte n information submitted to either party in connection with the performance of this Agreement shall be held confidential by the other party and shall not, without the prior written consent of the first party, be used for any purposes other than the performance of the Services nor be disclosed to an entity not connected with performance of the Services. Nothing furnished Agreement with Verizon Wireless
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to a party which is otherwise known to the other party or becomes generally known to the related industry shall be deemed confidential.

36. HOLD HARMLESS/INDEMNIFICATION
To the extent permitted by law, Company agrees to protect, defend, hold harmless and indemnify City, its City Council, commissions, officers, employees, volunteers and agents from and against any claim, injury, liability, loss, cost, and/or expense or damage, including all costs and reasonable attorney’s fees in providing a defense to any claim arising therefrom, for which City shall become liable arising from Company’s negligent, reckless or wrongful acts, errors, or omissions with respect to or in any way connected with the Services performed by Company pursuant to this Agreement, except to the extent that such claims, injuries, liabilities, losses, costs, and/or expenses or damages are a result of the negligence or willful misconduct of the City.

36.1 Limitation on Liability. City shall not be liable to Company for any fines, penalties, claims or damages stemming from the interruption of, or interference with, Company’s service or the operation of Company’ s property or to Company’s Equipment. Neither party shall be liable for incidental, punitive, exemplary, special, indirect or consequential damages, or lost profits, arising under or relating to this Agreement. Nothing in the preceding sentence shall be construed to limit Company’s indemnity obligations under this Agreement.

36.2 Company’s obligation to protect, defend, indemnify, and hold harmless in full City and City’s employees, shall specifically extend to any and all employment -related claims of any type brought by employees, contractors, subcontractors or other agents of Company, against City (either alone, or jointly with Company), regardless of venue/jurisdiction in which the claim is brought and the manner of relief sought.

36.3 To the extent Company is obligated to provide health insurance coverage to its employees pursuant to the Affordable Care Act ( “Act”) and/or any other similar federal or state law, Company warrants that it is meeting its obligations under the Act and will fully indemnify and hold harmless City for any penalties, fines, adverse rulings, or tax payments associated with Company’s responsibilities under the Act.

37. INSURANCE REQUIREMENTS
During the term of this Agreement, and for any time period set forth in Exhibit C, Company shall provide and maintain in full force and effect, at no cost to City, insurance policies set forth in Exhibit C.

38. WAIVER
Company agrees that waiver by City of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement. Neither City’s review, acceptance nor payments for any of the services required under this Agreement shall be constructed to operate as a Agreement with Verizon Wireless
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waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement.

39. NOTICES
All notices to the Parties shall, unless otherwise requested in writing, be sent to City addressed as follows:

City of Santa Clara
Attention: Silicon Valley Power
1500 Warburton Avenue
Santa Clara, CA 95050
and by e-mail at [email protected] and [email protected] And to Company addressed as follows:

GTE Mobilnet of California Limited Partnership
d/b/a Verizon Wireless
Attention: Network Real Estate
180 Washington Valley Road
Bedminster, New Jersey 07921
and by e-mail at [email protected] with a copy to:

Basking Ridge Mail Hub
Attn: Legal Intake
One Verizon Way
Basking Ridge, New Jersey 07920

For notice regarding a matter which relates to a particular Street Light Pole or Communications Equipment, the notice shall provide sufficient specificity to allow the recipient to reasonably determine the location(s) of the Street Light Pole and/or Communications Equipment, and the issue(s) related thereto.

The workday the e-mail was sent shall control the date notice was deemed given. An e-mail transmitted after 1:00 p.m. on a Friday shall be deemed to have been transmitted on the following business day.

For after normal business hours or emergencies, all notices to the Parties shall be sent to City as follows:

Non-Emergency Service Requests: (8 a.m. - 5 p.m., M-F) Operator on Duty Day: (408) 615- 5600
Night: (408) 615-5640
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Emergency Service Requests (24 hr.):

Operator on Duty
(408) 615-5640
And to Company as follows:

Emergency Service Requests (24 hr.): Network Management Center at 1-800-264- 6620 or 1-800-621-2622

40. CHANGE OF LAW
Except as stated in Section 15.4, if during the term of this Agreement the Wireless Infrastructure Order is overturned, invalidated, rescinded, interpreted or clarified through further regulatory proceedings, orders, rules, regulations, contested case decisions, or appeals, or any new rules, regulations, statutes, or regulatory or judicial decisions are adopted that affect the rights and obligations of the Pa rties to this Agreement, City or Company may request that the terms of this Agreement which are affected by the action be renegotiated to conform to the legal landscape on a going forward basis for all existing and new Applications, and any such request must be made with at least thirty (30) days’ written notice to the other Party.

Upon the foregoing notice, the Parties shall meet and confer to negotiate in good faith for an amendment to this Agreement, if necessary and shall have six (6) months to negotiate and agree upon an Amendment to this Agreement, unless the Parties mutually agree to extend such timeframe. If the Parties do not agree upon an Amendment to this Agreement within six (6) months or a mutually agreed upon timeframe, either Party shall have the option to send a written notice of impasse (“Notice of lmpasse”) to the other Party. Within thirty (30) days after the receipt of the Notice of Impasse, City shall have sole discretion to decline to accept and process Applications from Company and either Party may initial at law or in equity in a commission or court of competent jurisdiction to resolve how the agreement should be amended, if at all.

41. COMPLIANCE WITH LAWS
The Parties shall comply with all applicable laws and regulations of the federal, state and local government, including but not limited to “The Code of the City of Santa Clara, California” (“SCCC”). In particular, Company’s attention is called to the regulations regarding Campaign Contributions (SCCC Chapter 2.130), Lobbying (SCCC Chapter

2.155), Minimum Wage (SCCC Chapter 3.20), Business Tax Certificate (SCCC section

3.40.060), and Food and Beverage Service Worker Retention (SCCC Chapter 9.60), as such Chapters or Sections may be amended from time to time or renumbered. Additionally, Company has read and agrees to comply with City’s Ethical Standards (http://santaclaraca.gov/home/showdocument?id=58299).

42. CONFLICT OF INTERESTS
This Agreement does not prevent either Party from entering into similar agreements with other parties. To prevent a conflict of interest, Company certifies that to the best of its Agreement with Verizon Wireless
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knowledge, no City officer, employee or authorized representative has any financial interest in the business of Company and that no person associated with Company has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement. Company is familiar with the provisions of California Government Code Section 87100 and following and certifies that it does not know of any facts which would violate these code provisions. Company will advise City if a conflict arises.

43. FAIR EMPLOYMENT
Company shall not discriminate against any employee or applicant for employment because of race, sex, color, religion, religious creed, national origin, ancestry, age, gender, marital status, physical disability, mental disability, medical condition, genetic information, sexual orientation, gender expression, gender identity, military and veteran status, or ethnic background, in violation of federal, state or local law.

44. NO USE OF CITY NAME OR EMBLEM
Company shall not use City’s name, insignia, or emblem, or distribute any information related to services under this Agreement in any magazine, trade paper, newspaper or other medium without express written consent of City.

45. GOVERNING LAW AND VENUE
This Agreement shall be governed and construed in accordance with the statutes and laws of the State of California. The venue of any suit filed by either Party shall be vested in the state courts of the County of Santa Clara, or if appropriate, in the United States District Court, Northern District of California, San Jose, California.

46. SEVERABILITY CLAUSE
In case any one or more of the provisions in this Agreement shall, for any reason, be held invalid, illegal or unenforceable in any respect, it shall not affect the validity of the other provisions, which shall remain in full force and effect.

47. AMENDMENTS
This Agreement may only be modified by written amendment duly authorized and executed by the Parties of this Agreement.

48. COUNTERPARTS
This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but both of which shall constitute one and the same instrument.

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The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives.

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation

Approved as to Form: Dated:

GLEN R. GOOGINS
City Attorney
JŌVAN D. GROGAN
City Manager
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
“CITY”

GTE MOBILNET OF CALIFORNIA LIMITED PARTNERSHIP, A CALIFORNIA

LIMITED PARTNERSHIP, D/B/A VERIZON WIRELESS, BY CELLCO

PARTNERSHIP, ITS GENERAL PARTNER

Dated:

By (Signature):

Name:

Title:

Principal Place of
Business Address:

Email Address:

Telephone: ( )
“COMPANY”

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EXHIBIT A

SAMPLE INSTRUCTIONS AND APPLICATION
Company and/or Contractor (“Applicant”) Responsibilities

1. Applicant is responsible to do its own engineering analysis (submitted with Application) to determine if a Street Light Pole is appropriate to attach to without modification.

2. Applicant design must be in conformance with SVP Standard OH 1570.

3. Applications shall follow the Application and approval time frames outlined in this Agreement.

4. Applicant is responsible for acquiring any other permits that may be required. SVP is not responsible for ensuring that Applicant has the proper permits.

5. There may be make-ready work that needs to be done by other attachers. SVP shall notify the other attachers that work is occurring in the area. Applicant is responsible with coordinating with the other attachers to perform the work.

6. Existing “out of service” devices owned by Applicant must be removed by Applicant.

7. A copy of authorized permit shall be required on job site at all times.

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R
equired Documents
 Cover Sheet: Prepare and submit one (1) completed copy of the Application and permit proposal prior to constructing any new attachments, expansions, upgrades, or rebuilds attached to any Street Light Poles to:

C
ity of Santa Clara
Department of Electric Utility - SVP Engineering
1500 Warburton Avenue
Santa Clara, CA 95050
 Photo Simulation: A photo simulation of the Street Light Pole showing “before and after” of the pole in its entirety and the area in its immediate vicinity.  Planning Approval letter: A copy of a letter from City’s Community Development Department approving of the antenna design.
 Engineering Calculations: Structural and wind loading calculations prepared by a licensed Professional Engineer. Calculations are to include any City or third party equipment and decorations already attached to the Street Light Pole.
 Drawings: Construction drawings are to be included with the package that include the description of equipment to be attached, the power requirements of the equipment, and electrical point of connection.
 Maps: Include one (1) copy of detailed maps that clearly show the location of the Street Light Pole the proposal applies to. Maps must include:
a. A number for each Street Light Pole that the proposal applies to; b. Street and road names;
c. Crossroad information;
d. A legend of the map symbology;
e. A correct North direction symbol; and
f. Railroad crossings and limited access crossing.
 Include a CD with Application. Files to include are: Application, make-ready sheets, maps, engineering calculations, and any device specifications.

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F5202 (8/21/2017) Silicon Valley Street light Attachment Application Cover Sheet

COPY OF AUTHORIZED PERMIT IS REQUIRED ON JOB SITE
NOTE: FAILURE TO COMPLETELY FILL OUT THIS PERMIT APPLICATION WILL RESULT IN THE APPLICATION PACKET BEING RETURNED UNPROCESSED. LIMIT OF ONE STREET LIGHT POLE PER APPLICATION THIS DOCUMENT SERVES AS THE ATTACHMENT AUTHORIZATION IN ACCORDANCE WITH SECTION 6.5 OF THE SMALL CELL ATTACHMENT AGREEMENT BETWEEN CITY OF SANTA CLARA, CALIFORNIA AND NEW CINGULAR WIRELESS PCS, LLC”.

ALL EQUIPMENT SHALL BE MARKED WITH AN APPROPRIATE MEANS OF IDENTIFICATION.

Page 1 of 1 ends

Customer Job Number

SVP Job ID

Encroachment Permit #

SVP Electrical Estimate #

APPLICANT INFORMATION
Applicant Company Name

Billing Address

City

State

Zip Code

Email Address

Telephone Number

Fax Number

Authorized Contact Signature

Title

Contact Name (print)

Site Information

FOR SVP (City) USE ONLY
Packet Reception
Date Received

Date Review Due

Fees Due
Distribution pole contact - $ 247.84 (2023/2024 fee
schedule ) Per application
Distribution Pole Contact -Small cell : $94.08 per
each contact ( 2023/2024 Fee schedule)
Packet Contents

☐ Justification Letter ☐Planning Approval letter ☐Engineering Calculations ☐Photo Simulation ☐Location Map ☐ Drawings

PROJECT INFORMATION
Type of Construction:

☐New ☐Upgrade ☐Repair ☐Other*

*If other, describe

Approval for Equipment Attachment
Approval to Attach Cable & Equipment Granted By Approval Date Date Due

Post Construction Work Modification Requirements
GIGs List Issued?
☐Yes ☐ No
Date Issued Date Due Date Completed

Final Inspection Approval
All Work Completed to SVP Specifications Approval Date

APPROVED STAMPED DOCUMENTS MUST BE ATTACHED AND PRESENT WITH THIS PERMIT ON THE JOB SITE # OF ATTACHED PAGES

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JOB DETAIL (MAKEREADY) WORKSHEET SVP Approval
Licensee - Name of Applicant (ie Comcast, AT&T, etc) Total Poles - Application Number - Applicant's self-selected reference number New Attachments - Rebuilds -
Devices -
Pole # Location and Remarks
Map #
Type Pole
Lead Code
SVP# SVP Attachments Others
P - 1 E
Map

Type Pole B

Lead- C
SVP#
SVP Comments/Actions A
P - 2 E
Map

Type Pole B

Lead- C
SVP#
SVP Comments/Actions A
P - 3 E

Map

Type Pole B

Lead- C
SVP#
SVP Comments/Actions A
P - 4 E
Map

Type Pole B

Lead- C
SVP#
SVP Comments/Actions A
P - 5 E
Map

Type Pole B

Lead- C
SVP#
SVP Comments/Actions A
P - 6 E
Attachments
R
C
Makeready Work Required to be Completed By C
A
A
A
E
M
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JOB DETAIL (MAKEREADY) WORKSHEET SVP Approval
Licensee - Name of Applicant (ie Comcast, AT&T, etc) Total Poles - Application Number - Applicant's self-selected reference number New Attachments - Rebuilds -
Devices -
Pole # Location and Remarks
Map #
Type Pole
Lead Code
SVP# SVP Attachments Others
Attachments
R
C
Makeready Work Required to be Completed By C
A
A
A
E
M
Map

Type Pole B

Lead- C
SVP#
SVP Comments/Actions A
P - 7 E
Map

Type Pole B

Lead- C
SVP#
SVP Comments/Actions A
P - 8 E
Map

Type Pole B

Lead- C
SVP#
SVP Comments/Actions A
P - 9 E
Map

Type Pole B

Lead- C
SVP#
SVP Comments/Actions A
P - 10 E
Map

Type Pole B

Lead- C
SVP#
SVP Comments/Actions A
P - 11 E
Map

Type Pole B

Lead- C
SVP#
SVP Comments/Actions A
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JOB DETAIL (MAKEREADY) WORKSHEET SVP Approval
Licensee - Name of Applicant (ie Comcast, AT&T, etc) Total Poles - Application Number - Applicant's self-selected reference number New Attachments - Rebuilds -
Devices -
Pole # Location and Remarks
Map #
Type Pole
Lead Code
SVP# SVP Attachments Others
Attachments
R
C
Makeready Work Required to be Completed By C
A
A
A
E
M
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EXHIBIT B

TYPICAL COMMUNICATIONS EQUIPMENT
The following are samples of typical Communications Equipment. Including such samples in this Agreement does not indicate approval of any style of Communication Equipment. Each installation must be approved through the applicable City of Santa Clara permit. Variances to the City Silicon Valley Power’s (“SVP”) Standard OH 1570 or any other applicable City rules or guidelines are subject to the sole discretion of the City.

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E

XHIBIT C

INSURANCE REQUIREMENTS
Without limiting Company’s indemnification of the City, and prior to commencing any of the Services required under this Agreement, Company shall provide and maintain in full force and effect, at its sole cost and expense, the following required insurance policies with the indicated coverages, provisions and endorsements:

A. COMMERCIAL GENERAL LIABILITY INSURANCE

1. Commercial General Liability Insurance with limits of $5,000,000 per occurrence for bodily injury and property damage and $5,000,000 general aggregate including personal and advertising injury and products/completed operations - $5,000,000 aggregate.

2. The following provisions shall apply to the Commercial General Liability policy to comply with the insurance requirements of this Agreement:
a. Coverage shall be on a “pay on behalf” basis with defense costs payable in addition to policy limits;
b. There shall be no cross liability exclusion which precludes coverage for claims or suits by one insured against another; and
c. Coverage shall apply separately to each insured against whom a claim is made or a suit is brought, except with respect to the limits of liability and any rights or duties specifically assigned to the first named insured.

B. COMMERCIAL AUTOMOBILE LIABILITY INSURANCE
Commercial automobile liability insurance in the amount of one million dollars combined single limit each accident for bodily injury and property damage covering all owned, non- owned and hired vehicles used in connection with the agreement, which provides coverage at least as broad as ISO form CA 00 01 or its equivalent.

C. WORKERS’ COMPENSATION

1. Workers’ Compensation Insurance Policy as required by statute and employer’s liability with limits of one million dollars ($1,000,000) policy limit Bodily Injury by disease, one million dollars ($1,000,000) each accident/Bodily Injury and one million dolla rs ($1,000,000) each employee Bodily Injury by disease.

2. The indemnification and hold harmless obligations of Company included in this Agreement shall not be limited in any way by any limitation on the amount or type of damage, compensation or benefit payable by or for Company or any contractor under any Workers’ Compensation Act(s), Disability Benefits Act(s) or other employee benefits act(s).

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3. This policy must include a Waiver of Subrogation in favor of the City of Santa Clara, its City Council, commissions, officers and employees.

D. PROPERTY INSURANCE
Property insurance against all risks of loss to any Communications Equipment during and following installation by the Company at full replacement cost value E. COMPLIANCE WITH REQUIREMENTS
All of the following clauses and/or endorsements, or similar provisions, must be part of each commercial general liability policy, and each umbrella or excess policy.

1. Additional Insureds. City of Santa Clara, its City Council, commissions, officers, and employees are hereby included as additional insureds as their interest may appear under this Agreement on all coverage required herein except workers compensation and employer’s liability, using Insurance Services Office (ISO) Endorsement CG 20 10 or the combination of CG 20 10 and CG 20 37, or its equivalent.

2. Primary and non-contributing. Each insurance policy provided by Company shall contain language or be endorsed to contain wording making it primary insurance as respects to, and not requiring contribution from, any other insurance which the Indemnities may possess, including any self-insurance or self-insured retention they may have. Any other insurance Indemnities may possess shall be considered excess insurance only and shall not be called upon to contribute with Company’s insurance.

3. Cancellation.

Upon receipt of notice from its insurer(s) Company will provide thirty (30) days written notice to City, of cancellation or non- renewal of any required coverage that is not replaced.

F. ADDITIONAL INSURANCE RELATED PROVISIONS
Company and City agree as follows:

1. Company shall require all contractors and subcontractors to obtain and maintain substantially the same insurance as required of Company with limits commensurate with the work or service to be provided Company. Company agrees that upon request by City, all agreements with, and certificates of insurance provided by, such contractors and subcontractors engaged in the project will be submitted to City for review.

2. Company agrees to be responsible for ensuring that no contract used by any contractor or subcontractor involved with the project reserves the right to charge City or Company for the cost of additional insurance coverage required by this Agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto.

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The City reserves the right to withhold payments from Company in the event of material noncompliance with the insurance requirements set forth in this Agreement.

G. EVIDENCE OF COMPLIANCE
Company or its insurance broker shall provide a certificate of insurance evidencing all required coverage shall be delivered to City, or its representative as set forth below, upon execution of this Agreement. Unless otherwise required by the terms of thi s Agreement, all certificates and endorsements to be delivered to City pursuant to this Agreement shall be mailed to:

EBIX Inc.

City of Santa Clara - Department of Electric Utility
P.O. 12010-S2 or 151 North Lyon Avenue
Hemet, CA 92546-8010 Hemet, CA 92543
Telephone number: 951-766-2280
Email address:[email protected]
H. C

OPIES OF POLICIES
If Company is required to provide coverage verifications or copies of insurance policies to any court or government agency pursuant to a written court order, subpoena, regulatory demand, or process of law as a result of this Agreement with the City, the City must, unless prohibited by applicable law, first provide Company with prompt written notice of such requirement and the City should seek reasonable protective arrangements and non-disclosure agreements for the production of such insurance policies. Before releasing to any court or government agency, these protective arrangements and non-disclosure agreements are subject to final review and approval by Company. The City will (a) take reasonable steps to limit any such provision to the specific insurance policies required by such court or agency, and (b) continue to otherwise protect insurance policies disclosed in response to such order, subpoena, regulation, or process of law as confidential and proprietary in nature.

I. QUALIFYING INSURERS
All of the insurance companies providing insurance for Company shall have, and provide written proof of, an A. M. Best rating of at least A minus 6 (A - VI) or shall be an insurance company of equal financial stability.

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City Council and Authorities ConcurrentMarch 25, 2025

City Council and Authorities Concurrent
March 25, 2025