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CC Resolution No. 19-034 Authorizing the City Manager to Execute a Conduit Lease Agreement Between City of Cupertino and Crown Castle NG West, LLCRESOLUTION NO. 19-034 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CUPERTINO AUTHORIZING THE CITY MANAGER TO EXECUTE A CONDUIT LEASE AGREEMENT BETWEEN THE CITY OF CUPERTINO AND CROWN CASTLE NG WEST, LLC, A DELAWARE LIMITED LIABILITY CORPORATION FOR USE OF APPROXIMATELY 700 LINEAR FEET OF CONDUIT ON STELLING ROAD, BETWEEN TOMKI COURT AND OROGRANDE PLACE. WHEREAS, the City Council has considered a request for a Conduit Lease agreement between the City of Cupertino and Crown Castle NG West, LLC, a Delaware limited liability corporation, for the lease of conduit facilities located in the public right of way along Stelling Road, between Tomki Court and Orogrande Place; and WHEREAS, the provisions, terms, and conditions of the Conduit Lease agreement have been reviewed and approved by the City Attorney and City Manager. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Cupertino hereby authorizes the City Manager to execute the Conduit Lease agreement, as presented to Council, on behalf of the City of Cupertino. PASSED AND ADOPTED at a regular meeting of the City Council of the City of Cupertino this 2nd day of April 2019, by the following vote: Vote Members of the City Council A YES: Scharf, Chao, Paul, Sinks, Willey NOES: None ABSENT: None ABSTAIN: None ATTEST: �if �.-f/f"1'7 Grace Schmidt City Clerk A� -A�) V Steven Scharf, Mayor City of Cupertino CONDUIT LEASE AGREEMENT This Conduit Lease Agreement (this "Agreement"), effective as of the date of the last signature below (the "Effective Date"), is entered into by and between the City of Cupettino ("Lessor" or "City"), and Crown Castle NG West LLC, a Delaware limited liability corporation ("Lessee"). In this Agreement, City and Lessee are each individually refe1Ted to as a "Party" and are collectively referred to as the "Parties." WHEREAS, City owns ce1tain conduit located within the City of Cupertino, a municipal corporation located in the State of California; and WHEREAS, Lessee desires to lease from City, and City desires to lease to Lessee, certain innerducts located within City's conduit. NOW THEREFORE, for and in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: 1.DESCRIPTION OF CONDUITS AND INNERDUCTS. City owns a two (2) inch conduit that begin at the following A-LOCs and terminate at the following Z-LOCs, as more particularly described in Attachment 1 to this Agreement (collectively, the "Conduits"). The Conduit contains a maxcell sleeve (the "Innerducts"). 2.LEASE OF INNERDUCTS City agrees to lease to Lessee, and Lessee agrees to lease from City, one of the Innerduct cells within an existing approximately 700' long conduit along Stelling Road, under Highway 85 in Cupertino ( exact location more particularly described in Attachment 1 ). It is understood and agreed that City shall maintain legal title to the Conduit and Innerducts, subject to this lease. Lessee may use one of the cells of the Innerduct to provide telecommunication services. 3.FEES AND TAXES Lessee shall pay any sales and use taxes lawfully levied by a duly constituted taxing authority against or upon the Innerducts, if applicable. City shall be responsible for and shall timely pay any and all franchise, license and pennit fees relating to the Conduits. 4.TERM The te1m of this Agreement (the "Term") shall commence on the Effective Date and shall expire fifteen years after the effective Date. Upon the expiration or tem1ination of this Agreement, all rights of Lessee to use the lnnerducts shall cease. Provided however, the Parties may at such time agree to extend the Terms of this Agreement or negotiate the tenns of a new conduit lease agreement. 5.LEASE PAYMENT.- Lessee shall provide to City a new 2" conduit and utility access boxes along the north side of Stevens Creek Blvd, between DeAnza Blvd and Saich Way (approximately 1300LF) to the satisfaction of the City (the "New Improvements"). The New Improvements are approximately valued at $12,600, which is equivalent to the Term rental rate of $18/LF for the lnnerduct cell. Page 1 of 12 Crown Agreement ID#: __ _ 6.PERMITS, UNDERLYING RIGHTS, AND RELOCATION. (a)Underlying Rights. City has obtained and will maintain all rights, licenses, authorizations, rights of way, building access rights and other agreements necessary for the use of, access of, construction and operation of the Conduits and Innerducts (the "Underlying Rights"). This lease is subject to the terms of the Underlying Rights. Lessee agrees to use the Conduits and Innerducts only in a manner consistent with the Underlying Rights. Lessee agrees not to cause or allow any default under the Underlying Rights. (b)Governmental Approvals, Penn its, And Consents. Lessee shall obtain and maintain, at its sole cost and expense, all necessary easements, licenses, and building access agreements, as well as all governmental permits, licenses, easements, franchises, and approvals that may be required by federal, state or local law, statute, regulation or ordinance (the "Laws") and shall continuously comply with all such Laws during the Tenn. (c)Relocations. Should Lessor, the City of Cupertino, or regional, State, Federal or private projects require the relocation of the Shared Conduit or Lessee's System, Lessee shall be responsible for the relocation of its own facilities at no cost to City. Provided however, relocation costs resulting from a relocation request by a private developer and subsequent to the effective date of this Agreement will be borne by the developer to the extent permitted by applicable law. 7.USE OF CONDUITS AND INNERDUCTS; MAINTENANCE (a)Installation of Fiber. Lessee shall be responsible for the installation of Lessee's fiber within the I1rnerducts, at Lessee's sole risk and expense. City shall have the right to supervise the installation. (b)Interference. Lessee shall not use the Innerducts in a way that knowingly interferes in any way with or adversely affects City's or Citys' customers' use of the Conduits. If Lessee's use of the Iirnerducts in terferes in any way with or adversely affects City's or City's customers' use of the Conduits, then Lessee will resolve such interference as soon as commercially practicable. (c)Maintenance. City shall be responsible for maintenance and repairs of the Conduits and Iirnerducts, at City's sole cost and expense. Such Conduits and I,rnerducts maintenance and repairs shall be performed in a good and workmanlike manner. Lessee shall be responsible for maintenance and repairs of any Lessee fiber located within the Iirnerducts, at Lessee's sole cost and expense. Such fiber maintenance and repairs shall be performed in a good and workmanlike manner. (d)Design and Construction Standards. Lessee shall comply with all of the construction, restoration, inspection, and maintenance procedures and requirements set fo1th in the City's Design and Construction Standards and other City laws pertaining to the use of and work in the public right­ of-way. Prior to installing any infrastructure Lessee shall obtain all required pennits. (e)Inspection. Prior to installing fiber, Lessee shall inspect that segment of the City conduit, document the condition of the segment in a format agreeable to both Parties, and provide such documentation to the City. Such documentation shall include, for each segment in the Leased Conduit: 1.Confirm that empty conduit contains pull ropes or is installed with the MAX.CELL SLEEVE Page 2 of 12 2.Confirm no obstructions. 8.Reserved. 9.REMOVAL/OWNERSHIP Upon the termination or non-renewal of this Agreement, and at the City's sole discretion, Lessee shall, at Lessee's expense, either remove all facilities owned by Lessee within the City conduit system and the Lease Area, or abandon the facilities in place. All facilities abandoned in place which are not otherwise owned by the City, shall become the property of the City . 10.DEFAULT. A Party has defaulted under this Agreement if it fails to cure a non-monetary breach within 30 days after notice, provided that if the breach is of a nahire that it cannot be cured within 30 days, a default shall not have occu1Ted so long as the breaching Party has commenced to cure within said time period and thereafter diligently pursues such cure to completion. In the case of a monetary breach, a Party has defaulted by failure to pay any amount when due and payable within 10 business days of receipt of notice from the other Party specifying such failure and requiring payment of such amount. Upon an uncured default, the non-defaulting Party may pursue all remedies provided for in this Agreement and/or any legal or equitable remedies. 11.INDEPENDENT CONTRACTOR 11.1 Status. Lessee is an independent Contractor and not an employee of City. Lessee is solely responsible for the means and methods of performing the Work and for the persons under this employment. Lessee is not entitled to worker's compensation or any other City benefits. 11.2 Lessee's Qualifications. Lessee wa1Tants on behalf of itself and its subcontractors that they have the qualifications and skills to perform the Work in a competent and professional manner and according to the highest standards and best practices in the industry. 11.3 Pennits And Licenses. Lessee warrants on behalf of itself and its subcontractors that they are properly licensed, registered, and/or certified to perfonn the Work as required by law, and have procured a City Business License. Lessee shall possess a California Contractor's License in good standing for the appropriate classification(s), which must remain valid for the entire Agreement Time. 11 .4 Subcontractors. Except as otherwise permitted under this Agreement, only Lessee's employees are authorized to work under this Agreement. Prior written approval from City is required for any subcontractor, and the terms and conditions of this Agreement will apply to any approved subcontractor. 11.5 Tools, Materials And Equipment. Lessee will supply all tools, materials and equipment required to perform the Work under this Agreement. 11.6 Payment of Taxes. Lessee must pay income taxes on the money earned under this Agreement. Upon City's request, Lessee will provide proof of payment and will indemnify City for violations pursuant to the indemnification provision of this Agreement. 12.AMENDMENTS. Page 3 of 12 Amendments must be in writing and signed by City and Lessee. Lessee's request for an amendment must specify the proposed changes in the Work, Agreement Price, and Agreement Time. Each request must include all the suppo1ting documentation, including but not limited to plans/drawings, detailed cost estimates, and impacts on schedule and completion date. 13.ASSIGNMENTS; SUCCESSORS Lessee shall not assign, hypothecate, or transfer this Agreement or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of City. Any attempt to do so will be null and void. Any changes related to the financial control or business nahire of Lessee as a legal entity is considered an assignment of the Agreement and subject to City approval, which shall not be unreasonably withheld. Control means fifty percent (50%) or more of the voting power of the business entity. This Agreement is binding on Lessee, its heirs, successors and pennitted 14.SUBCONTRACTORS 14.1 Lessee may hire qualified subcontractors to perfonn some or all of the Work, provided that each subcontractor is required by Agreement to be bound by the provisions of this Agreement. Lessee must provide City with written proof of compliance with this provision upon request. 14.2 City may reject any subcontractor of any tier and bar a subcontractor from performing Work on the Project, if City in its sole discretion determines that subcontractor's Work falls short of the requirements of this Agreement. If City rejects a subcontractor, Lessee at its own expense must perfonn the subcontractor's Work or hjre a new subcontractor that is acceptable to City. A Notice of Completion must be recorded within 15 days after City accepts the Work if the Agreement involves work by subcontractor. 15.RECORDS AND DAILY REPORTS 15.1 Lessee must maintain daily reports of the Work and submit them to City upon request and at completion of Project. The reports must describe the Work and specific tasks performed, the number of workers, the hours, the equipment, the weather conditions, and any circumstances affecting perfonnance. City will have ownership of the reports, but Lessee will be permitted to retain copies. 15.2 If applicable, Lessee must keep a separate set of as-built drawings showing changes and updates to the Scope of Work or the original drawings as changes occur. Actual locations to scale must be identified for all major components of the Work, including mechanical, electrical and plumbing work; HV AC systems; utilities and utility connections; and any other components City determines should be included in the final drawings of the Project. Deviations from the original drawings must be shown in detail, and the location of all main runs, piping, conduit, ductwork, and drain lines must be shown by dimension and elevation. 15.3 Lessee must maintain complete and accurate accounting records of its Work, in accordance with generally accepted accounting principles, which must be available for City review and audit, kept separate from other records, and maintained for four years from the date of City's final payment. 16.INDEMNIFICATION 16.1 To the fullest extent allowed by law, and except for losses caused by the sole and active negligence or willful misconduct of City personnel, Lessee shall indemnify, defend, and hold harmless City, its City Council, boards and commissions, officers, officials, employees, agents, servants, volunteers and consultants ("Indemnitees"), through legal counsel reasonably acceptable to City, from and against any and all liability, damages, claims, stop notices, actions, causes of action, Page 4 of 12 demands, charges, losses and expenses (including attorney fees, legal costs and expenses related to litigation and dispute resolution proceedings), of eve1y nature arising directly or indirectly from this Agreement or in any manner relating to any of the following: (a) Breach of Agreement, obligations, representations or warranties; (b) Performance or nonperfonnance of the Work or of any obligations under the Agreement by Lessee, its employees, agents, servants, subcontractors or sub­ subcontractors; (c) Payment or nonpayment by Lessee or its subcontractors or sub-subcontractors for Work performed on or off the Project Site; and (d) Personal injury, property damage, or economic loss resulting from the work or perfom1ance of Lessee or its subcontractors or sub-subcontractors. 16.2 Lessee must pay the costs City incurs in enforcing this provision. Lessee must accept a tender of defense upon receiving notice from City of a third-party claim, in accordance with California Public Contract Code Section 9201. At City's request, Lessee will assist City in the defense of a claim, dispute or lawsuit arising out of this Agreement. 16.3 Lessee's duties under this entire Section are not limited to Agreement Price, Workers' Compensation or other employee benefits, or the insurance and bond coverage required in this Agreement. Nothing in the Agreement shall be construed to give rise to any implied right of indemnity in favor of Lessee against City or any other Indemnitee. 16.4 Lessee's payments may be deducted or offset to cover any money the City lost due to a claim or counterclaim arising out of this Agreement, a purchase order or other transaction. 17.Reserved. 18.INSURANCE Lessee shall comply with the Insurance Requirements, attached and incorporated here as Exhibit B. Lessee must provide satisfacto1y proof of insurance and maintain it for the Agreement Time or longer as required by City. City will not execute the Agreement until City has approved receipt of satisfactory certificates of insurance and endorsements evidencing the type, amount, class of operations covered, and the effective and expiration dates of coverage. The limits outlined in Exhibit B may be met by any combination of general liability and excess or umbrella liability insurance. Failure to comply with this provision may result in City, at its sole discretion and without notice, purchasing insurance at Lessee's expense, deducting the costs from Lessee's compensation, or terminating the Agreement. 19.COMPLIANCE WITH LAWS 19 .1 General Laws. Lessee shall comply with all laws and regulations applicable to this Agreement. Lessee will promptly notify City of changes in the law or other conditions that may affect the Project or Lessee's ability to perform. Lessee is responsible for verifying the employment status of employees performing the Work, as required by the Immigration Refonn and Control Act. 19.2 Labor Laws. (a)Agreements of $1,000 or more are subject to the requirements of the California Labor Code, including but not limited to: (i)Prevailing wage laws under Labor Code Section 1775, which require Lessee to pay prevailing wages applicable in Santa Clara County for each craft, classification, or type of worker needed to perform the Work, including health, pension and vacation. The prevailing wage rates are on file with the City Engineer's office and are available online at http://www.dir.ca.gov/DLSR; Page 5 of 12 (ii)Apprenticeship requirements under Labor Code Section 1777 .5 for Contracts $30,000 or more; (iii)Maintain certified payroll records in accordance with Labor Code Sections 1776 and 1812, and electronically submit them to the Labor Commissioner as required by the regulations of California, Department of Industrial Relations ("DIR"); (iv)Comply with DIR Monitoring, Enforcement and Registration requirements of Labor Code Section 1725.5. (b)Lessee must compensate workers who are paid less than prevailing wages or required to work more than a legal day's work. Lessee will also be required to pay City a penalty of$ 200.00 per worker for each day of violation. (c)As required by Labor Code Section 1861, by signing this Agreement Lessee ce1tifies as follows: "I am aware of Labor Code Section 3700 which requires eve1y employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the Work on this Agreement." 19.3 Discrimination Laws. Lessee shall not discriminate on the basis of race, religious creed, color, ancestry, national origin, ethnicity, handicap, disability, marital status, pregnancy, age, sex, gender, sexual orientation, gender identity, Acquired-Immune Deficiency Syndrome (AIDS) or any other protected classification. Lessee shall comply with all anti-discrimination laws, including Government Code Sections 12900 and 11135, and Labor Code Sections 1735, 1777 and 3077.5. Consistent with City policy prohibiting harassment and discrimination, Lessee understands that harassment and discrimination directed toward a job applicant, an employee, a City employee, or any other person, by Lessee or Lessee's employees or sub-Lessees will not be tolerated. 19.4 Conflicts of Interest. Lessee, its employees, subcontractors, servants and agents, may not have, maintain or acquire a conflict of interest in relation to this Agreement in violation of law, including Government Code section 1090 and Government Code section 81000 and their accompanying regulations. No officer, official, employee, consultant, or other agent of the City ("City Representative") may have, maintain, or acquire a "financial interest" in the Agreement, as that term is defined by state law, or in violation of a City ordinance or policy while serving as a City Representative or for one year thereafter. Lessee, its employees, subcontractors, servants and agents watTant they are not employees of City or have any relationship with City officials, officers or employees that creates a conflict of interest. Lessee may be required to file a conflict of interest form if it makes certain governmental decisions or serves in a staff capacity, as defined in section 18700 of the California Code of Regulations. Lessee agrees to abide by City rules governing gifts to public officials and employees. 19.5 Remedies. Any violation of Section 19 constitutes a material breach and may result in City suspending payments, requiring reimbursement, or terminating the Agreement. City reserves all rights and remedies under the law and this Agreement, including seeking indemnification. 20. BONDS For Agreements of $25,000 or more, Lessee must obtain a payment bond and a perfornrnnce bond, each in the penal sum of 100% of the Agreement Price, using the Bond F01ms attached and incorporated here as Exhibit C. Each bond must be issued by a surety admitted in California, with a financial rating from A.M. Best Company of Class A-or higher, or as otherwise acceptable to City. If Page 6 of 12 an issuing surety cancels a bond or becomes insolvent, Lessee must provide a substitute bond from a surety acceptable to City within seven calendar days after written notice from City. If Lessee fails to do so, City may in its sole discretion and without prior notice, purchase bonds at Lessee's expense, deduct the cost from payments due Lessee, or terminate the Agreement. City will not execute the Agreement nor issue the NTP until the required bonds are submitted. 21.UTILITIES, TRENCHING AND EXCAVATION 21. l Lessee is responsible for promptly responding to li11e location requests. For underground service alerts for street lighting and traffic signal conduits, City's Service Center must be called at (408) 777- 3269. Government Code Section 4215 requires Lessee to notify City and Utility in writing if it discovers utilities or utility facilities not identified in the Agreement. 21.2 Pursuant to Government Code Section 7104, Lessee must stop work, notify City in writing, and wait for instructions if one of the conditions below is found at the worksite. City will work with Lessee to amend the Agreement or issue a change order if the discovered conditions materially change the W ork/Perfo1mance, Agreement Time or Agreement Price. (a)Material believed to be hazardous waste under Health and Safety Code Section 25117, and which requires removal to a Class I, Class II, or Class III disposal site pursuant to law; (b)Subsurface or latent physical conditions at the Project worksite differing from those indicated by information about the worksite made available to Lessee; (c)Unknown physical conditions at the Project worksite of any unusual nature, materially different from those ordinarily encountered and from those generally recognized as inherent in the character of the Work. 21.3 For contracts $25,000 or higher that require excavation or involve trenches five feet or more in depth, Lessee must submit a detailed plan for City approval, per Labor Code Section 6705 prior to commencing work. The plan must show the design of shoring, bracing, sloping and other provisions for worker protection from caving ground and other hazards. The protective system must comply with all Construction Safety Orders. If the plan varies from shoring system standards, it must be prepared by a registered civil or structural engineer. 22.URBAN RUNOFF MANAGEMENT 22.1 All Work must fully comply with federal, state and local laws and regulations concerning stonn water management. Lessee must avoid creating excess dust when breaking asphalt or concrete and during excavation and grading. If water is used for dust control, Lessee will use only the amount of water necessary to dampen the dust. Lessee will take all steps necessary to keep wash water out of the streets, gutters and stonn drains. Prior to the strui of the Work, Lessee will implement erosion and sediment controls to prevent pollution of storm drains, and must upgrade and maintain these controls based on weather conditions or as otherwise required by City. These controls must be in place during the entire Agreement Time and must be removed at the end of construction and completion of the Work. Such controls must include, but will not be limited to, the following requirements: (a)Install stonn drain inlet protection devices such as sand bag barriers, filter fabric fences, and block and gravel filters at all drain inlets impacted by construction. During the annual rainy season, October 15 thrnugh June 15, stonn drain inlets impacted by construction work must be filter­ protected from onsite de-watering activities and saw-cutting activities. Shovel or vacuum saw-cut sluny and remove from the Work site; Page 7 of 12 (b)Cover exposed piles of soil or construction material with plastic sheeting. Store all construction materials in containers; (c) Sweep and remove all materials from paved surfaces that drain to streets, gutters and storm drains prior to rain and at the end of each work day. W11en the Work is completed, wash the streets, collect and dispose of the wash water offsite in lawful manner; (d)After breaking old pavement, remove debris to avoid contact with rainfall/runo ff; (e)Maintain a clean work area by removing trash, litter, and debris at the end of each work day and when Work is completed. Clean up any leaks, drips, and other spills as they occur. 22.2 These requirements must be used in conjunction with the California Stormwater Quality Association and California Best Management Practices Municipal and Construction Handbooks, local program guidance materials from municipalities, and any other applicable documents on storn1water quality controls for construction. Lessee's failure to comply with this Section will result in the issuance of noncompliance notices, citations, Work stop orders and regulatory fines. 23.PROJECT COORDINATION City Project Manager. City assigns as the City representative for all purposes under this Agreement, with authority to require compliance with the Scope of Work. City may substitute Project Managers at any time and without prior notice to Lessee. Lessee Project Manager. Subject to City approval, Lessee assigns as its single representative for all purposes under this Agreement, with the responsibility to ensure progress with the Work. Lessee's Project Manager is responsible for coordinating and scheduling the Work and must regularly update the City Project Manager about the status and any delays with the Work, consistent with the Scope of Work. Any substitutions must be approved in writing by City. 24.Reserved. 25.GOVERNING LAW, VENUE AND DISPUTE RESOLUTION This Agreement is governed by the laws of State of California without reference to its conflict of laws principles. Venue for any legal action shall be the United States District Collli for the Northern District of California or the Superior Cou1i of the County of Santa Clara, California. The dispute resolution procedures of Public Agreement Code Section 20104, incorporated here by reference, apply to this Agreement and Lessee is required to continue the Work pending resolution of any dispute. Prior to filing a lawsuit, Lessee must comply with the claim filing requirements of the California Government Code. If the Patiies elect arbitration, the arbitrator's award must be suppo1ied by law and substantial evidence and include detailed written findings of law and fact. 26.ATTORNEY FEES If City initiates legal action, files a complaint or cross-complaint, or pursues arbitration, appeal, or other proceedings to enforce its rights or a judgment in connection with this Agreement, the prevailing paiiy will be entitled to reasonable attorney fees and costs. 27.SIGNS/ADVERTISEMENT Page 8 of 12 No signs may be displayed on or about City's property, except signage, which is required by law or by the Agreement, without City's prior written approval as to size, design and location. 28.THIRD PARTY BENEFICIARIES There are no intended third party beneficiaries of this Agreement. 29.WAIVER Neither acceptance of the Work nor payment thereof shall constitute a waiver of any Agreement provision. City waiver of any breach shall not constitute waiver of another provision or breach. 30.WARRANTY Lessee wa1rnnts that materials and equipment used will be new, of good quality, and free from defective workmanship and materials, and that the Work will be free from material defects not intrinsic in the design or materials. All Work, mate1ials and equipment should pass to City free of claims, liens or encumbrances. Lessee warrants the Work and materials for one year from the date of City's acceptance of the Work as complete ("Warranty Period"), except when a longer guarantee is provided by a supplier, manufacturer or is required by this Agreement. During the Wananty Period, Lessee will repair or replace any Work defects or materials, including damage that arises from Lessee's Wananty Work, except any wear and tear or damage resulting from improper use or maintenance. 31.ENTIRE AGREEMENT This Agreement and the attachments, documents, and stah1tes attached, referenced, or expressly incorporated herein, including authorized amendments or change orders constitute the final and complete Agreement between City and Lessee with respect to the Work and the Project. No oral Agreement or implied covenant will be enforceable against City. If any attachment or incorporated provisions conflict or are inconsistent with the tem1s of this Agreement, the Agreement tenns will control. 32.SEVERABILITY IP ARTIAL INVALIDITY If a court finds any term or provision of this Agreement to be illegal, invalid or unenforceable, the legal portion of said provision and all other Agreement provisions will remain in full force and effect. 33.SURVIVAL The Agreement provisions which by their nature should survive the Agreement or Completion of Project, including without limitation all wananties, indenrnities, payment obligations, insurance and bonds, shall remain in full force and effect after the Work is completed or Agreement ends. 34.INSERTED PROVISIONS Each provision and clause required by law to be inserted in this Agreement will be deemed to be included and will be infened herein. Either party may request an amendment to cure mistaken insertions or omissions of required provisions. Page 9 of 12 35.CAPTIONS The captions, titles, and headings in this Agreement are for convenience only and may not be used in the construction or interpretation of the Agreement or for any other purpose. 36.COUNTERPARTS This Agreement may be executed in counterparts, each of which is an original and all of which taken together shall fom1 one single document. 37.NOTI CES All notices, requests, and approvals must be sent in wntmg to the persons below and will be considered effective on the date of personal delivery, the date confirmed by a reputable overnight delivery service, on the fifth calendar day after deposit in the United States Mail, postage prepaid, registered or ce1tified, or the next business day following electronic submission: To City of Cupertino: 10300 Torre Avenue, Cupertino CA 95014 Attention: Pu 1'?:,l( c. w u It. IC S Copy to: C 1-r'1 fl'l ,J µ A erUZ- To Lessee: CROWN CASTLE NG WEST LLC Clo Crown Castle 2000 Corporate Drive Canonsburg, PA 15317-8564 Attention: Ken Simon, General Counsel Telephone: (724) 416-2000 Copy to: CROWN CASTLE NG WEST LLC Clo Crown Castle 2000 Corporate Drive Canonsburg, PA 15317-8564 Attention: Small Cell Contracts Administration Telephone: (724) 416-2000 38.VALIDITY OF AGREEMENT This Agreement is valid and enforceable only if (a) it complies with the purchasing and Agreement provisions of Cupe1ti.no Municipal Code Chapters 3.22 and 3.23, (b) is signed by the City Manager or an authorized designee, and (c) is approved for fom1 by the City Attorney's Office. 39.EXECUTION The persons signing below wa1Tant they have the authority to enter into this Agreement and to legally bind their respective Patties. If Lessee is a corporation, signatures from two officers of the corporation are required pursuant to California Corporations Code Section 313. IN WlTNESS WFIEREOF, the patties have caused this Agreement to be executed as of the Execution Date fost above written. Page 10 of 12 LESSEE Title: Director-Contract Develop ment S · . t D t : / Small Cell & Fiber Solutions 1gna ure a e: 3/X/J--O IC[ APPROVED AS TO FORM: By:1�·� ·RGC-!8-¥-:-HER:RO\-\ e"'-\1,,.e.( �-YV\, 11\l)e,Cupertino City Attorney ATTEST: By�� GRACE SCHMIDT t( ..-lJ.{'t CJ City Clerk Page 11 of 12 Confidential CITY OF CUPERTINO ... � B�;::,,---,, Title: (4,:,_, u� M� Signature Date f F�1 Proj ID 49258085 ------_______ . ______ J Attachment I -Description of Conduits I. Conduit I: Conduit I: 700 feet total. A-LOC -As shown on Sheet I. Z-LOC -As shown on Sheet 2. (Plans/map on following pages) Page 12 of 12 Co11fide11tial ���I >­s: !ATTACHMENT 11 !A-LOCI STANDARD CUPERTINO TRAFFIC BOX B TERMINATE 1-2" CNDT I\ I _ - --Row----- --- - ---- o--;--- ------Row------ 54' N �� ----w �· "--:r: -------« ----------------s � :) 61· --�----- ,. a� 1--- -e---- -·� --- RD ., ,,: . -""0-· --·-s STELLING � �cl 8"X"6" -� / cs• y,;A:J ZA YO 30"X4 � ;( (--------------AOW------11 � ( (� ----'! 0 � ... 0 D ' 4 ' D I L �1 . i :I l & ! i ' , 3 ::) I <( I 11 f-- ::r:::: ' I (__) I ( (LABELED VAULT) SEO 15,216' , SEO: 15,066' � 150' SLACK LOOP � / ' / /•' 0 ,, }' !SHEET 11 \..J'\ \J,Sv � !ATTACHMENT 11 / / / s�� 05 ,/ / / /ct? # s� '\�� <:.__,� ct? # �s� '\�'0 <:.__,� � / / ���------ I DIRECTIONAL BORED & PLACED (I) 2" HPDE FROM (N) SB TO (N)SB (648'±),'------� D ��/ �'<, Q;. ,,_. / "'�� � C ,:>"' ,f, .._ Cl #� fi::-cy � /'G §l / r *'/ "'q,.'?' 'c_,� '<:'�/ {;--'?-��-\ �� '<:''*'-\' {;--'?­��-\ �\JQ;:. �� �\JQ;:. --Row---/ ------" ---/7,;=========±=� / / ,oc------ s STELLING RD / �� 54' \ 9' w / / / \ / / ------,L_- / / / L/) Foe· Foe---------,.'. ro ro ro ro ro F ro / / / / ��' (I) 2" W/ROPE HDPE TO BE TEMINATED IN , ,-f>f'C, STANDARD CUPERTINO TRAFFIC BOXES e, /, '�,f> DEEDED OVER TO CITY OUTSIDE OF ,:,�',/TR�7ECITYUSE � � � y � !Z-LOC! � STANDARD' CUPERTINO TRAFFIC BOXe, TERMINATE 1-2" CNDT / Fil / /, / / �L :.// r­ � v #�<:;:; � .:,+\f� #' · . .P�� <;; "-� ·"'"'�c c_,��/\"-(:j c) --CC -- '" 5"' 0 !SHEET 21 NOTE: ALL UTILITIES MUST BE POTHOLED PRIOR TO DIRECTIONAL DRILLING � u�a:: g���Q "'I�' N ., l�:;r � 0 ' I m�-� MO'\ , I MM u·t:l w "' il';�·�)))7��:!? w.....1 wJ: U'lU � 2: r°'r°'CROWN \.J.._,CASTLE d.b.a. NG WEST, LLC 695 RIVER OAKS PARKWAY SAN JOSE, CA 95143 POLE DATA WALKOUT POLE: 150 OWNER: PG&E POLE#: NfT HEIGHT: 55 J CLASS: 2 POA: 25'-9" LASH TO@_ STRAND ATIACHMENT: EAST SIDE EX A TTM 1: NEUTRAL/ 30'-9" EX ATTM 2: STRAND/ 24'-6" EXATIM3: CATV/23'-2" EXATIM4: N/A EX A TTM 5: NIA EXATIM6: NIA EX A TTM 7: N/A EXATIMB: NIA EX ANCHOR: POWER/ 3 EYE FULL EX ANCHOR: NIA EX ANCHOR: NIA PROPRIETARY INFORMATION NOT FOR DISCLOSURE This set of plans contains confidenlial or proprietary information, and the recipient must not disclose, copy, re-create, or distribute the plans or the information contained therein, eilher directly or indirectly, to other entities or individuals without written or express permission from WYCO Field Services. STATE: CALIFORNIA COUNTY: SANTA CLARA I CITY: CUPERTINO DRAWING DISCLAIMER Facility locations are general in nature. WYCO Field Services will not be held accountable for the accuracy of the information provided in these drawings. CAUTION Foreign utility localions are approximate. It is the construction contraclo�s responsibility to contact the local one call agency 48 hours prior to construction for exact utility locations at: wjm•liii:lml call , Before You Dig PROJECT NAME: VZW389493CA-CUUF03 CITY OF CUPERTINO CUPERTINO, CA SANTA CLARA COUNTY PREPARED BY: '\1'1vco FIELD 5 ERVICES DIRECTION OF ENGINEERING ==> C114 Cl 14 OF C205 -·-.,------·--·----: ___ , _____ _ ��'i: "' w ;;: v I )0 � ' I ��'i: "' � M 0 9H) l33HS 33S S OO+tE "v'lS 3N11H .... (.) (.) iii :5 u � 0 N ·-----,-- HW Nl\flJO m!O.LS c1 ,g s L£+O£ ·vis cl3.l3W cl3.l'r/M cl .S£ S ZL+6Z ''v'.LS 3SNVHO NOUO/QSlcmr cl ,Zf: S Zfi+6Z V.LS .LHBllJ.33cl.lS cl .Qt S 8Z+6Z '\(LS HH .l'lll.'o' cl .L£ S VZ+6Z '\(1S HH A.LV:J c1 ,9£ s s�+sz ·v.1s HWl!3M3S c1 .z s £6+sz ·v.1s l:) :JISS\fl:J l! ,LZ N�SL��t?�Y� 1 N1SV8 H::>.LV:::l ,._ --cl .9 S 99+8Z V.LS :. � s'-0 cl ,LZ NJSo��:?�i� ;;:-l (.) 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Q. 0 "- 0 U 0 I W E � � � .- C � [ '; [�� ��i "'QC .... U.O O 0 Cl <n .... ���� 0 ............ ----- � t;: t;: t;: :::, ..J _j ..J M 0 .. u.W::J :ii:=> <i:U Z<( 1-(.) (.)M W"' --, st o "' ct:� c..s; N > ZUJ �g I.!) ,-­,--0 <( u :i:M _J " ... _J o::� <( � � 0:: <( Ill ll. <( uu � 1/lt.) " <( w 8; Qlll o::O w..., >z - <( O::IJl "' "' <D "' (.) LL 0 "' 0 z� w a. :::, (.) � 13 � j (.) � z <( Ill � z :::, 0 u <( z 0:: 0 LL <( u ,ij ... <( Exhibit 8 ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DDIYYYY) � 2/2/2018 THIS CERTIFICATE IS ISSUED AS A MATIER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: PHONE I FAX (A/C No Extl: IA/C No): E-MAIL ADDRESS: NAIC# INSURER A: All lnsuerer's must have an AM Best Rating INSURED INSURER B: of A7 or greater. INSURER C: INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:1 7 -18 GL, Auto, XS, WC REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR A B C TYPE OF INSURANCE X COMMERCIAL GENERAL LIABILITY >----D CLAIMS-MADE w OCCUR -GEN'L AGGREGATE LIMIT APPLIES PER: � DPRO-POLICY JECT OTHER: ANY AUTO DLOC AUTOS AUTOS Fl'°"" '"""TI scco=rn H s�rn,cec NON-OWNED X - HIRED AUTOS AUTOS UMBRELLA LIAB EXCESS LIAB H OCCUR CLAIMS-MADE DED I I RETENTION $ WORKERS COMPENSATION AND EMPLOYERS" LIABILITY YIN ANY PROPRIETOR/PARTNER/EXECUTIVE D OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below I�.�!>� ,�!!,��I POLICY EFF POLICY EXP POLICY NUMBER IMM/DD/YYYYI IMMIDDIYYYYI X NIA LIMITS EACH OCCURRENCE $ DAMAGE TO RENTED PREMISES (Ea occurrence) $ MED EXP (Any one person) $ PERSONAL & ADV INJURY s GENERAL AGGREGATE s PRODUCTS -COMP/OP AGG s s COMBINED SINGLE LIMIT s (Ea accident) BODILY INJURY (Per person) s BODILY INJURY (Per accident) s PROPERTY DAMAGE s (Per accident) s EACH OCCURRENCE $ AGGREGATE $ s X I ��fTUTE I I OTH-ER E.L. EACH ACCIDENT $ E.L. DISEASE -EA EMPLOYEE $ E.L. DISEASE -POLICY LIMIT s DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) 2,000,000 4,000,000 1,000,000 1,000,000 1,000,000 1,000,000 ADD PROJECT LOCATION -The City of Cupertino, it's City Council, officers, officials, employees,agents, servants and volunteers and all public agencies from whom permits will be obtained and their officers, officials, employees,agents, servants and volunteers are hereby declared to be additional insureds under the terms of this policy. Provide separate atta ched endorsement naming City as additional ins ured. Endorsement of CGL coverage shall be at least as broad as ISO Form CG 20 CERTIFICATE HOLDER City of Cupertino 10300 Torre Ave. Cupertino, ACORD 25 (2014/01) INS0251201401) CA 95014 10 11 85. Insurance coverage shall be primary and non-contributory CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Josh Ferenc/FR © 1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS -(FORM B) SCHEDULE Name of Person or Organization: CG 20 10 11 85 Page 1 Policy Number: COMMERCIAL GENERAL LIABILITY CG 20 01 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY -OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to the Other Insurance Condition and supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: (2)You have agreed in writing in a contract or agreemen that this insurance would be primary and would not seek contribution from any ot .er insurance available to the additional insured. (1)The additional insured is a Named Insured under such other insurance; and CG 20 01 0413 © Insurance Services Office, Inc., 2012 Page 1 of 1 Page 1 of 2 ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/00/YYYY) '---03/29/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER($), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Inc. Willis of Pennsylvania, ;,,.�_9Nio � • .,. 1-877-945-7378 I FAX c/o 26 Century Blvd IA/C Nol: 1-888-467-2378P.O. Box 30 5191 ��D'}l�SS: certificates@willis.com Nashville, TN 37230 5191 USA INSURER(S) AFFORDING COVERAGE NAIC# INSURER A: Federal Insurance Company 20281 INSURED INSURER B: National Union Fire Insurance Company of p 19445 Crown Castle International See Attached Named Insured List INSURER c: Berkshire Hathaway Specialty Insurance Com 22276 1220 Augusta Dr. Suite 600 INSURER o : New Hampshire Insurance Company 23841 Houston, TX 77057 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: Wl0770 956 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR A B C TYPE OF INSURANCE X COMMERCIAL GENERAL LIABILITY -=:J CLAIMS-MADE 0 OCCUR - -GEN'L AGGREGATE LIMIT APPLIES PER: � DPRO-POLICY JECT OTHER: AUTOMOBILE LIABILITY -X ANY AUTO -� DLOC OWNED SCHEDULED -AUTOS ONLY -AUTOS HIRED NON-OWNED AUTOS ONLY -AUTOS ONLY - X UMBRELLA LIAB -EXCESS LIAB Fl OCCUR CLAIMS-MADE DED I X I RETENTION$ 25,000 WORKERS COMPENSATION ANO EMPLOYERS' LIABILITY ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y/N EJ AODL SUBR POLICY EFF ,;grJi�\ ,.,�n ,.n,n POLICY NUMBER fMM/00/YYYY\ LIMITS EACH OCCURRENCE $ 1,000 ,000 DAMA<.;E TO RENTED PREMISES fEa occurrence} $ 1,000 ,000 MED EXP (Any one person) $ 10 ,000 y 0 4/0 1/20 19 0 4/0 1/20 20 360 5-3335 PERSONAL & ADV INJURY $ 1,000 ,000 GENERAL AGGREGATE $ 2,00 0,000 PRODUCTS -COMP/OP AGG $ 2,000 ,000 $ COMBINED SINGLE LIMIT $ 1,000 ,00 0 /Ea accident\ BODILY INJURY (Per person) $ CA 4993141 0 4/0 1/2019 0 4/01/2020 BODILY INJURY (Per accident) $ PROPERTY DAMAGE /Per accident\ $ $ EACH OCCURRENCE $ 5,000 ,000 47-UM0-30 3445-0 3 0 4/0 1/20 19 0 4/01/20 20 AGGREGATE $ 5,0 00 ,000 $ XI ��fTUTE I I OTH-ER E.L. EACH ACCIDENT $ 1,000 ,000 N/A WC 0 12717225 0 4/0 1/20 19 0 4/0 1/20 20 E.L. DISEASE -EA EMPLOYEE $ 1,000 ,000 E.L. DISEASE -POLICY LIMIT $ 1,000 ,000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The City of Cupertino, it's City Council, officers, officials, employees, agents, servants and volunteers and all public agencies from whom permits will be obtained and their officers, officials, employees, agents, servants and volunteers are included as Additional Insureds under the General Liability policies as their interest may appear and where required by written agreement and only with respect to the liability arising out of the operations performed by or on behalf of the Named Insured. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE City of Cupertino �J.�� 10 300 Torre Ave. Cupertino, CA 95014 © 1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD SR ID: 17736225 BATCH: 1133955 AGENCY CUSTOMER ID: ----------------------- LO C #: --------- ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY NAMED INSURED Willis of Pennsylvania, Inc. Crown Castle International See Attached Named Insured List POLICY NUMBER 1220 Augusta Dr. Suite 600 See Page 1 Houston, TX 77057 CARRIER I NAIC CODE See Page 1 See Page 1 EFFECTIVE DATE: See Page 1 ADDITIONAL REMARKS THIS ADDITIONA L REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance It is further agreed that such insurance as is afforded shall be Primary and Non-Contributory with any other insurance in force for or which may be purchased by Additional Insureds if agreed in written contract. Permit Name Permit Number CUPEROOl P2017-00566 CUPER003 P2017-00567 CUPER009 P2017-00568 CUPER007 P2017-00574 CUPEROOB P2017-00575 CUPEROll P2018-00011 CUPER012 P2018-00014 CUPER023 P2018-00015 CUPEROOS P2018-00016 CUPER040 P2018-00099 CUPER037 P2018-00100 CUPER033 P2018-00101 CUPER031 P2018-00102 CUPER029 P2018-00103 CUPER030 P2018-00104 CUPER028 P2018-00105 CUPER027 P2018-00106 CUPER025 P2018-00107 CUPER024 P2018-00108 CUPER016 P2018-00110 CUPER014 P2018-00111 CUPER013 P2018-00112 CUAF P2018-00119 CUPER022 P2018-00292 CUPER004 P2018-00293 CUPER017 P2018-00294 CUPER002 P2018-00539 CUUFOS P2018-00295 CUUF02 P2018-00292 CUUF03 P2018-00293 CUUF04 P2018-00294 ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SR ID: 17736225 BATCH: 1133955 CERT: Wl0770956 CHUBB" Liability Insurance Endorsement Policy Period Effective Date Policy Number Insured Name of Company APRIL 1, 2019 TO APRIL 1, 2020 APRIL 1, 2019 3605-33-35 PIT CROWN CASTLE INTERNATIONAL CORPORATION FEDERAL INSURANCE COMPANY This Endorsement applies to the following forms: GENERAL LIABILITY LIQUOR LIABILITY Who Is An Insured Additional Insured -Scheduled Person Or Organization Liability insurance Form 80-02-2367 (Rev. 5-07) Under Who Is An Insured, the following provision is added. Persons or organizations shown in the Schedule are insureds; but they are insureds only if you are obligated pursuant to a contract or agreement to provide them with such insurance as is afforded by this policy. However, the person or organization is an insured only: if and then only to the extent the person or organization is described in the Schedule; •to the extent such contract or agreement requires the person or organization to be afforded status as an insured; •for activities that did not occur, in whole or in part, before the execution of the contract or agreement; and •with respect to damages, loss, cost or expense for injury or damage to which this insurance applies. No person or organization is an insured under this provision: •that is more specifically identified under any other provision of the Who Is An Insured section (regardless of any limitation applicable thereto). •with respect to any assumption of liability (of another person or organization) by them in a contract or agreement. This limitation does not apply to the liability for damages, loss, cost or expense for injury or damage, to which this insurance applies, that the person or organization would have in the absence of such contract or agreement. . ;·;·:·:·:·:::::::=:�!::::;:;�:�:::: .-.·.·.-.-.-.-.-.-.-.-.·-·.·-··· .·.·.·-·h."C·.·.--·.·-·'.''.'.·.·-·-·-· Additional Insured -Scheduled Person Or Organization continued Endorsement Page 1 (continued) Other Insurance Primary, Noncontributory Insurance Scheduled Person Or Organization Liability Insurance Form 8002-2367 (Rev. 5-07) Schedule Authorized Representative Additional Insured -Scheduled Person Or Organization last page Endorsement Page 2 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement changes the policy to which it is attached effective on inception date of the policy unless a different date is indicated below. This endorsement, effective 12:01 AM 04/0l /2019 Issued to CROWN CASTLE INTERNATIONAL CORP. By NEW HAMPSHIRE INSURANCE COMPANY forms a part of Policy No. WC 012-71-7225 We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us. This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule. Schedule ANY PERSON OR ORGANIZATION WITH WHOM YOU HAVE ENTERED INTO A CONTRACT, A CONDITION OF WHICH REQUIRES YOU TO OBTAIN THIS WAIVER FROM US. THIS ENDORSEMENT DOES NOT APPLY TO BENEFITS OR DAMAGES PAID OR CLAIMED: 1.PURSUANT TO THE WORKERS' COMPENSATION OREMPLOYERS' LIABILITY LAWS OF KENTUCKY, NEWHAMPSHIRE, OR NEW JERSEY; OR,2.BECAUSE OF INJURY OCCURRING BEFORE YOUENTERED INTO SUCH A CONTRACT. This form is not applicable in Kansas for private construction contracts as defined in K.S.A. 16-1801 through K.S.A 16-1807 or public construction contracts as defined in K.S.A. 16-1901 through 16-1908, except where permitted by statute or other applicable law, such as for use in wrap-up insurance programs. Any person or organization for which the employer has agreed by written contract, executed prior to loss, may execute a waiver of subrogation. However, for purposes of work performed by the employer in Missouri, this waiver of subrogation does not apply to any construction group of classifications as designated by the waiver of right to recover from others (subrogation) rule in our manual. This form is not applicable in California, Kentucky, New Hampshire, New Jersey, Texas, or Utah. WC 00 03 13 (Ed. 04/84) #-?? � Countersigned by f /' / .;;,------------------�------- Authorized Representative Crown Castle International Corp. Consolidated Subsidiaries as Named Insureds Entity Name 5/16/2018 Edition Crown Castle International Corp. Consolidated Subsidiaries as Named Insureds Entity Name 5/16/2018 Edition Thunder Towers LLC