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1 MEETING DATE: May 18, 2016 PREPARED BY: Bob McSeveney, DEPT. DIRECTOR: Karen P. Brust Senior Management Analyst DEPARTMENT: City Manager s Office CITY MANAGER: Karen P. Brust SUBJECT: Sixth Amendment to Streetlight Attachment Agreement with Crown Castle NG West, LLC RECOMMENDED ACTION: That City Council: 1. Consent to one five-year extension to the existing Streetlight Attachment Agreement with Crown Castle NG West, LLC as allowed in the original agreement dated July 24, 2006; 2. Approve the Sixth Amendment to Streetlight Attachment Agreement for Telecommunications Facilities with Crown Castle NG West, LLC; and, 3. Authorize the City Manager to execute said Sixth Amendment. STRATEGIC PLAN: This falls under the Community Planning focus area of the Strategic Plan, providing wellmaintained infrastructure and facilities. FISCAL CONSIDERATIONS: Crown Castle NG West pays the City a fee of $1,000 per year per streetlight attachment, if the light pole is owned by the City. The firm is requesting an amendment to the existing agreement to add an additional nine (9) City-owned streetlight standards to their network of antennae (Attachment 1), which would generate $9,000 in additional annual revenue that would accrue to the Encinitas Lighting and Landscaping District. The City of Encinitas is planning to build a fiber optic network (I-Net) to enable high-speed communications links among City fire stations. Utilization of Crown Castle NG West s existing fiber optic cabling to connect Fire Station 4 to the City s communication network will eliminate up-front capital costs for this portion of the City s I-Net. Service provisions offered within the Sixth Amendment will provide the City of Encinitas with exclusive use of privately owned Crown Castle NG West fiber optic cable for the transmission of City network data. In the long run this will be a cost savings, as up-front capital and ongoing operational costs to maintain this network link will not be incurred by the City Item 8F 1 of 41

2 BACKGROUND: In July 2006, the City of Encinitas and NextG Networks of California, Inc. entered into an agreement to allow NextG to attach telecommunications equipment on several City-owned streetlight standards (Attachment 2). On April 10, 2012 NextG became an indirect subsidiary of Crown Castle International Corporation and is now named Crown Castle NG West, LLC (Crown Castle NG West). Crown Castle NG West is a telephone utility company that operates wireless support infrastructure to convert, strengthen and transport wireless signals utilizing fiber optic cables, remote nodes and a hybrid antenna system. Crown Castle NG West holds a Certificate of Public Convenience and Necessity from the California Public Utilities Commission. This allows them to install and utilize the public right-of-way, utilize existing utility poles, and install new utility poles, for the development and operation of a telecommunications system. The original Agreement authorized the firm to attach telecommunications equipment on thirteen (13) specified City-owned streetlight standards. Five amendments have been approved and executed to date, for a total of twenty-five (25) streetlight attachment sites. ANALYSIS: Crown Castle NG West is seeking to utilize nine (9) additional City-owned streetlight standards for attachment of telecommunications equipment, as shown in the Sixth Amendment (Attachment 1). This would bring the total streetlight count to thirty-four (34). The firm pays the City a fee of $1,000 per year per streetlight attachment, if the light pole is City-owned. The original Agreement (Attachment 2) will expire on July 24, As shown in Section 3 of the Agreement, both parties may consent to extend the term once, for five-years. This wording is included in the Sixth Amendment, for Council s consideration. Crown Castle NG West is also requesting an amendment adding an additional five-year term. Both five-year extensions would extend the expiration agreement to July 24, The Sixth Amendment also includes additional consideration in the form of access to Crown Castle NG West s fiber optic network for Fire Station 4 in Village Park, and for the Community and Senior Center, free of usage charges. Crown Castle NG West would provide proximate tieins to their existing cable network, and the City would provide the lateral connection to these City-owned buildings. Public Education Government funding would be used to install the lateral connections. Crown Castle NG West has agreements with the County and with most of the local cities, such as Del Mar, Carlsbad, San Marcos and Poway. Fee payment structure is the same for all the cities. The Sixth Amendment adds a new Most Favored Nations clause, which would allow the City to renegotiate should another local city receive more favorable terms from Crown Castle NG West. Failure to come to terms with an extension could result in disruption to cellular phone and data services to residents. The antennae network is the infrastructure that enables wireless phone and data service to residents. The use of streetlight-attached antennae covers geographical areas that would otherwise be covered by cellular towers, but with a smaller profile and more focused locations. Crown Castle NG West also installs the antennae in specific locations to eliminate dead zones not covered by their towers. If the City did not allow attachment to City light pole standards, the firm could seek out third-party utility standards, or install their own poles in the public right-of-way. ENVIRONMENTAL CONSIDERATIONS: The action being considered by the City Council is exempt from the California Environmental Quality Act (CEQA) because it is not a project under Section 15378(b)(5) of CEQA Guidelines Item 8F 2 of 41

3 The action involves an organizational or administrative activity of government that will not result in the direct or indirect physical change in the environment. ATTACHMENTS: 1. Sixth Amendment to Streetlight Attachment Agreement for Telecommunications Facilities between the City of Encinitas and Crown Castle NG West, LLC 2. Streetlight Attachment Agreement for Telecommunication Facilities, dated July 24, Proposed Crown Castle NG West Antenna Sites (map) 4. Typical Street Light Antenna Installation (diagram) Item 8F 3 of 41

4 Attachment 1 SIXTH AMENDMENT TO STREETLIGHT ATTACHMENT AGREEMENT FOR TELECOMMUNICATIONS FACILITIES BETWEEN THE CITY OF ENCINITAS AND CROWN CASTLE NG WEST LLC This Amendment is made and entered into as of the date signed by the City ("Effective Date") and shall be identified as the Sixth Amendment to the Streetlight Attachment Agreement for Telecommunication Facilities dated July 24, 2006, (Agreement"), entered into by and between the City of Encinitas, a California municipal corporation ("City") and, Crown Castle NG West LLC, a Delaware limited liability company (formerly named NextG Networks of California, Inc. and Crown Castle NG West Inc., "Crown Castle"), and collectively as the "Parties". RECITALS A. WHEREAS, the Parties entered into a streetlight Attachment Agreement on July 24, 2006 that authorized Crown Castle to attach its equipment to specified number and location of municipal streetlight facilities; and B. WHEREAS, on May 3, 2012 NextG Networks of California, Inc. changed its name to Crown Castle NG West, Inc. and then on December 31, 2013 converted to a limited liability company and changed its name to Crown Castle NG West LLC; and C. WHEREAS, the Agreement contemplates allowing subsequent authorization for the additional Municipal Facilities in the form of an amendment to the Agreement; and D. WHEREAS, the City and Crown Castle desire to amend the terms of the Agreement to allow Crown Castle to locate equipment on nine (9) additional Municipal Facilities. NOW, THEREFORE, in consideration of the Recitals stated above and incorporated herein, the City and Crown Castle agree as follows: 1. That the Agreement shall be amended to include the additional provisions contained in this Sixth Amendment. 2. That the Agreement shall be amended to include nine (9) additional streetlight poles located on public right-of-way adjacent to: 158 Glen Arbor Dr (Latitude/Longitude N/ W) 311 Willowspring Dr N (Latitude/Longitude N/ W) 403 Willowspring Dr N (Latitude/Longitude N/ W) 527 Willowspring Dr (Latitude/Longitude N/ W) 1537 Village View Rd (Latitude/Longitude N/ W) Item 8F 4 of 41

5 832 Glen Arbor Dr (Longitude/Longitude N/ W) 1996 Village Park Way (Latitude/Longitude N/ W) 145 Countrywood Ln (Latitude/Longitude N/ W) Rancho Santa Fe Rd & Calle Santa Catalina (Latitude/Longitude N/ W) 3. That Crown Castle is hereby authorized to attach facilities to the streetlight poles at the designed streetlight standards at the location noted above, subject to all terms and conditions contained in the Agreement. 4. That Crown Castle will provide dark fiber services to City, as described hereafter. Crown Castle agrees that at all times during the term of this Use Agreement it shall provide two (2) dark fiber optic strands owned or operated by Crown Castle in the City (herein after, the I-Net ), for the City s exclusive use in operating a non-commercial, City-owned wireless network or for any other non-commercial, City-operated data network or communications function, and that the first tie-in point will be in the vicinity of Cityowned property at 2011 Village Parkway, (Latitude/Longitude 33 3'12.837"N /117 14'43.006"W), and the second tie-in point will be in the vicinity of the City-owned property at 1140 Oakcrest Park Drive, (Latitude/Longitude 33 2'42.562"N /117 16'2.584"W ). Crown Castle s provision of dark fiber optic strands for the I-Net is additional non-cash compensation to the City, and is consistent with non-cash compensation Crown Castle offers other cities in the region. City understands that the fiber available to the City under this Agreement will only follow Crown Castle s existing or planned fiber routes. Crown Castle shall, at no charge to the City, maintain and repair the provided City Net dark fiber optics strands as it does its own fiber network. City is solely responsible for all costs to (1) provide and install all equipment required to illuminate the dark fiber optic strands, and (2) for all additions or laterals from Crown Castle s backbone fiber optic route tie-ins, as described above. Crown Castle shall at no cost to City provide access to its physical structures to effectuate the installation of additions or laterals, and shall notify City, in writing, the coordinates to said two tie-in points and provide enough detail to enable City to make successful connections. 5. Most Favored Nations. In the event Crown Castle obtains another Right-of-Way Use Agreement with a municipality within San Diego County, subsequent to the effective date of this Agreement, which in the opinion of City contains "material terms or conditions" more favorable or less burdensome than those contained in this Agreement, City shall have the right to amend this Agreement to incorporate said terms. For the purposes of this section, the phrase "material terms or conditions" includes, but is not limited to: scope of agreement, compensation, liability and insurance Item 8F 5 of 41

6 6. That the term of the Agreement is hereby extended for a period of five (5) years from the current expiration date of July 23, 2016 to July 23, That the Agreement shall automatically renew for one (1) additional term of five (5) years, to July 23, 2026, provided that neither party informs the other party of its intent to not renew no later than 30 days prior to the expiration of the term of the Agreement. 8. That the notice information for Crown Castle in Section 32 is hereby amended to: CROWN CASTLE NG WEST LLC c/o Crown Castle 2000 Corporate Drive Canonsburg, PA Attn: Ken Simon, General Counsel (724) with a copy which shall not constitute legal notice to: CROWN CASTLE NG WEST LLC c/o Crown Castle 2000 Corporate Drive Canonsburg, PA Attn: Small Cell Contracts Administration (724) The representative for each Party signing on behalf of the respective Party hereby declares and represents that the signatory has authority to sign on behalf of the respective Party and agrees to hold the other Party or Parties hereto harmless if it is later determined that such authority does not exist. 10. All other terms and conditions of the Agreement shall remain in full force and effect. In witness whereof, and in order to bind themselves legally to the terms and conditions of this Sixth Amendment to the Attachment Agreement, the duly authorized representatives of the Parties have executed this Sixth Amendment as of the effective date. CITY OF ENCINITAS Approved CROWN CASTLE NG WEST LLC By: As to form: By: Karen P. Brust Glenn Sabine City Manager City Attorney Date: Date:, Item 8F 6 of 41

7 CC Crown Castle T: ( 724) CROWN CASTLE 2000 Corporate Drive F: ( 724) Canonsburg, Canonsburg, PA CrownCastle.com June 20, 2014 CITY OF ENCINITAS 505 SOUTH VOLCAN AVENUE ENCINITAS. CA RE: Crown Castle NG West Inc. Name Change To whom it may concern: Crown Castle NG West Inc. (" Crown") has an agreement with CITY OF ENCINITAS. Please be advised that Crown Castle NG West Inc. converted from a corporation to a limited liability company effective December As a result of this entity conversion. Crown' s name was changed to Crown Castle NG West LLC. There were no other changes which affect Crown' s status under the Agreement. We are providing you this letter as a courtesy notice of the name change so that you can update your records appropriately. The following documentation is enclosed to provide proof of the name change: State of Delaware Name Change Secretary of State Name Change Approval If you have any questions. please contact Daniel Schweizer at( 619) or via at Daniel. Schweizer@crowncastle. com. Thank vou. Sin ceerreely.`.,` ID Lori Feoely Contracts Management Enclosures cc: Daniel Schweizer Kirk Wampler The Foundation for a Wireless World Item 8F 7 of 41

8 11 State of California Secretary of_state CERTIFICATE OF REGISTRATION I, DEBRA BOWEN'. Secretary of State of the State of California, hereby certify: That on the.13th day of January, 2014, CROWN CASTLE NG WEST LLC, complied with the requirements of California law in effect on that date for the purpose of registering to transact intrastate business in the State of California; and further purports to be a limited liability company organized and existing under the laws of Delaware as CROWN CASTLE NG WEST LLC and that as of said date said limited liability company became and now is duly registered and authorized to transact intrastate business in the State of California, subject, however, to any licensing requirements otherwise imposed by the laws of this State. IN WITNESS WHEREOF, I execute this certificate and affix the Great Seal of the State of California this day of January 15, L OP EU PE ka' Fs W fi T cq C IFoPN P DEBRA BOWEN Secretary of State rb NP-25( REV ) Item 8F 8 of 41

9 i A CRO A Crown Castle IY/ N 2000 Corporate Drive C, A_l FL F Canonsburg, PA J Toll- Free: www crowncastle.com June 14, 2013 City of Encinitas 505 S. Vulcan Ave. Encinitas, CA Attn: City Manager RE: Change of Address Dear Sir or Madam: This correspondence is being provided to you as written notification of the recent office move and new office address for Crown Castle NG West Inc.. Please update your records to the following addresses for Notices pursuant to the Streetlight Attachment Agreement for Telecommunications Facilities between City of Encinitas and Crown Castle NG West Inc.: Crown Castle NG West Inc. c/ o Crown Castle 2000 Corporate Drive Canonsburg, PA Attn: E. Blake Hawk, General Counsel, Legal Department with a copy to: Crown Castle NG West Inc. 695 River Oaks Parkway San Jose, CA Attn: SCN Contracts Administration Thank you for your cooperation and if you have any questions, please contact the Landowners Help Desk at , or send an to DAS. Contracts@crowncastle. com. Sincerely, Matt Sturgill Director Asset Management Crown Castle Item 8F 9 of 41

10 STREETLIGHT ATTACHMENT AGREEMENT FOR TELECOMMUNICATION FACILITIES This Streetlight Attachment Agreement (" Agreement) is entered into this day of 2006, by and between the City of Encinitas, a California municipal corporation, hereinafter referred to as the (" City") and NextG Networks of California, Inc. hereinafter referred to as (" NextG") ( collectively, the " Parties"). The effective date shall be the date this Agreement is approved by the Encinitas City Council, as evidenced by the date indicated hereinabove ( the " Effective Date"). RECITALS WHEREAS, City is responsible for management of the public right of way and performs a wide range of vital tasks necessary to preserve the physical integrity of public streets and ways, to control the orderly flow of vehicles, to promote the safe movement of pedestrians, and to manage a number of gas, water, sewer, electric, cable television, telephone and telecommunications facilities that are located in, under and over the streets and public right- ofways; and WHEREAS, NextG builds, owns, and leases fiber optic distributed antenna systems to improve wireless coverage and capacity for telecommunications carriers; and WHEREAS, NextG balances the needs of communities and consumers with the needs of wireless service providers by using a patented fiber-optic architecture, low- impact, low- emission equipment without the need for tall cellular towers; and WHEREAS, NextG' s networks are protocol and frequency agnostic, they can carry cellular, PCS, WiFi, or any combination of wireless frequencies and standards; and WHEREAS, NextG' s networks can serve a variety of wireless service providers thereby promoting collocation of telecommunications equipment, and WHEREAS, NextG does not own or manage Federal Communications Commission regulated and licensed frequencies but owns, maintains, operates and controls, in accordance with regulations promulgated by the Federal Communications Commission and the California Public Utilities Commission, a telecommunications Network or Networks ( as defined below) serving NextG' s established wireless carrier customers and utilizing microcellular optical repeater equipment ( referred to herein as " NextG' s Facilities" or " Nodes") certified by the Federal Communications Commission; and WHEREAS, for purpose of operating the Network, NextG wishes to locate, place, attach, install, operate, control, and maintain NextG' s Facilities in the Public Rights- of-way, on facilities owned by the City, as well as on facilities owned by third parties therein; and I\ Telecomunicahon Issues\ Encintas_ NextGAgreement_Final_ 07_ 11_ 06 doc Item 8F 10 of 41

11 WHEREAS, in addition to normal published right- of-way and/ or encroachment- related permitting fees, NextG is willing to compensate the City for ( 1) a grant of location and the right to use and physically occupy portions of the Public Rights- of-way, and ( 2) access to Municipal Facilities located in the rights-of-way owned by the City; and WHEREAS, NextG has submitted a request to enter into an Agreement with the City to encroach upon and occupy portions of the public right- of-way in certain streets, easements, and upon certain public improvements for the purposes of installing NextG's facilities; and WHEREAS, in consideration of NextG' s request, City is willing to approve NextG' s use and occupation of certain public right- of-way and certain public improvements upon the terms, conditions and other considerations set forth herein. AGREEMENT NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree to the following covenants, terms, and conditions: Section 1. provisions of this Agreement: Definitions. The following definitions shall apply generally to the Cite " City" means the City of Encinitas. Decorative Streetlight Poie. " Decorative Streetlight Pole" shall mean any streetlight pole that incorporates artistic design elements not typically found in standard steel or aluminum streetlight poles and does not have a mast arm for electrolier support. Decorative Streetlight Poles may not be used for the Network without prior written approval by City The term Decorative Streetlight Pole includes any historically or architecturally significant or designated light poles owned by the City located on Public Rights- of-way Fee. " Fee" means any assessment, license, charge, fee, imposition, tax, or levy of general application to entities doing business in the City lawfully imposed by any governmental body excluding utility users' tax, franchise fees, communications tax, or similar tax or fee). Gross Revenue Fee. " Gross Revenue Fee" shall mean and include any and all income and other consideration collected, received, or in any manner gained or derived by NextG from or in connection with, the provision of Services, either directly by NextG or indirectly through a reseller, if any, to customers of such services within the City of Encinitas, including any imputed revenue derived from commercial trades and barters equivalent to the full retail value of goods and services provided by I\IcxtG. Gross Revenue shall not include: ( a) sales, ad valorem, or other types of" add- on" taxes, levies, or fees calculated by gross receipts or gross revenues which might have to be paid to or collected for federal, state, or local government ( exclusive of the Municipal Facilities Annual Fee paid to the City provided herein); ( b) retail discounts or other promotions; ( c) non- collectable amounts due NextG or its customers; ( d) refunds or rebates; and e) non- operating revenues such as interest income or gain from the sale of an asset. Installation Date. " Installation Date" shall mean the date that the first NextG Facility is installed by NextG pursuant to this Agreement. 1\ Telecomunicahon Issues\ Encmlas_ NextGAgreement_Final_ 07_ doc Item 8F 11 of 41

12 Laws. " Laws" means any and all statutes, constitutions, ordinances, resolutions, regulations, judicial decisions, rules, tariffs, administrative orders, certificates, orders, or other requirements of the City or other governmental agency having joint or several jurisdictions over the parties to this Agreement. NextG' s Facilities. " NextG' s Facilities" or" Node( s)" means the optical repeaters, DWDM Dense Wavelength Division Multiplexing) and CWDM( Course Wavelength Division Multiplexing) multiplexers, antennae, fiber optic cables, wires, and related equipment, whether referred to singly or collectively, to be installed and operated by NextG hereunder. Only the installation design configurations of NextG' s Facilities that are shown in the drawings and photographs attached hereto as Exhibit A and incorporated herein by reference may be used on City Municipal Facilities. Any NextG Facility installation or configuration not contained within Exhibit A or as the parties shall agree is not substantially similar thereto must receive written City approval before it may be used on any City Municipal Facility or placed on or in the Public Rights- of-way Municipal Facilities. " Municipal Facilities" means City- owned Streetlight Poles, Decorative Streetlight Poles, lighting fixtures, electroliers, or comparable facility located within the Public Way and may refer to such facilities in the singular or plural, as appropriate to the context in which used. Network. " Network" or collectively" Networks" means one or more of the neutral- host, protocol- agnostic, fiber-based optical repeater networks operated by NextG to serve its wireless carrier customers in the City NextG. " NextG" means NextG Networks of California, Inc., a corporation duly organized and existing under the laws of the State of Delaware, and its lawful successors, assigns, and transferees. Public Way, Right-of-Way, or Public Rights-of-Way. " Public Way," " Right- of-way, or" Public Rights- of-way" means the space in, upon, above, along, across, and over the public streets, roads, lanes, courts, ways, alleys, boulevards, and places, including all public utility easements and public service easements as the same now or may hereafter exist, that are under the jurisdiction of the City This term shall not include any other property owned by the City or any property owned by any person or entity( e. g. county, state, or federal rights- of-way) other than the City, except as provided by applicable Laws or pursuant to an agreement between the City and any such person or entity PUC " PUC" means the California Public Utilities Commission. Services. " Services" means the services provided through the Network by NextG to its wireless carrier customers pursuant to one or more tariffs filed with and regulated by the PUC. Streetlight Pole. " Streetlight Pole" shall mean any non- Decorative, standard-design concrete, fiberglass, or metal pole that has a mast arm for electrolier support and is used for streetlighting purposes. Traffic Light Pole. " Traffic Light Pole" means the pole and mast arm which support the signal head. I\ Teleconnunicahon Issues\Encmlas_ Nex(GAgreennent_ Final_07_ 11_ 06 doc Item 8F 12 of 41

13 Section 2. Authorization. Subject to the terms and conditions contained herein, City hereby authorizes NextG to encroach upon and occupy a portion of the Public Rights-of- Way to attach NextG' s Facilities on Streetlight Poles and Traffic Light Poles as set forth in Exhibit A for the limited purpose of constructing, installing, operating and maintaining NextG' s Facilities to provide service to wireless carriers. NextG may have the right to draw compatible electricity for the operation of the NextG' s Facilities from the power source associated with the Municipal Facility so long as NextG' s Facilities are installed to all applicable codes and standards, do not interfere in the operation of the host Municipal Facility, and/ or do not damage the host Municipal Facility City shall not be responsible to provide any specified voltage or wattage of electricity that is compatible with any NextG' s Facilities. NextG shall be solely responsible for the payment of all electrical utility charges to the applicable utility company based upon the NextG' s Facilities usage of electricity and applicable tariffs. NextG' s Facilities shall not draw compatible electricity from Municipal Facility until such time as NextG has secured all required electrical approvals and the electricity charging/ payment agreement with the electrical utility company is in place. In addition to authorization to attach to Municipal Facilities, subject to obtaining the written permission of the owner( s) of the affected property and an encroachment permit from the City Engineer, the City hereby authorizes and permits NextG, to enter upon the Public Rights- of-way and to attach, install, operate, maintain, remove, reattach, reinstall, relocate, and replace such number of NextG' s Facilities in or on poles or other third- party structures owned by public utility companies or other property owners located within the Public Way as may be permitted by the public utility company or property owner, as the case may be. At City' s request, NextG shall furnish to the City documentation of such permission from the individual utility or property owner responsible. Section 3. Term. The commencement date (" Commencement Date") shall be the 1 st day of the month following the Effective Date. This agreement shall be effective for a period of ten ( 10) years, renewable upon mutual consent of the Parties. NextG shall have the option to extend the term of this Agreement for one ( 1) additional term of five ( 5) years under terms and conditions agreed upon by the parties, provided that Next G is not in default of this Agreement. Next G may request extensions of the term of this Agreement provided that written notice from NextG is received by the City no later than 180 days prior to the expiration of the term of this Agreement. In the event the City and NextG are unable after good faith negotiations to reach agreement to the terms and conditions of an extension of this Agreement, this Agreement shall terminate on the original expiration date as stated herein. Section 4. Permitting and Location ofnodes. City agrees to allow NextG to place approximately thirteen ( 13) telecommunications Nodes on Municipal Facilities in the City's Right-of-Way in accordance with the terms of this Agreement. The initial tentative placements of the Nodes on Municipal Facilities that will be processed immediately after the Effective Date of this Agreement and after receipt of an application for permits are received for locations described in Exhibit B, attached hereto. Any additional permits that are required for new Nodes on Municipal Facilities beyond the first thirteen ( 13) Nodes contemplated herein shall be processed similarly as an amendment to this Agreement. The Parties agree that Exhibit A represents a good- faith representation of the equipment that NextG plans to attach to Municipal Facilities, and that such design configurations and Node specifications may be attached to Municipal I\ Telecomunicahon Issues\Encintas_ NextGAgreement_ Final_ 07_ 11_ 06 doc Item 8F 13 of 41

14 Facilities. NextG shall present any deviation to the design configurations and Node specifications described in Exhibit A to the City, which shall review and either approve or deny within thirty( 30) days. Any change to the design configurations and Node specifications in Exhibit A may be approved by the City so long as the equipment is substantially similar in size, weight shape, color, configuration or other physical properties. In the event that the Parties disagree as to whether the proposed NextG' s Facilities equipment or Node substantially conforms to one of the design configurations and Node specifications set forth in Exhibit A, the parties shall meet in good faith in an effort to resolve this dispute with the City Engineer Node antenna and supporting Node equipment at its lowest point, on the Streetlight pole or comparable facility located in the Public Way, must be placed at a minimum height of eight feet ( 8') above the ground. For NextG' s initial deployment, City shall make available to NextG approximately 13 streetlight poles or comparable facilities within the City' s Right- of-way for the placement of NextG's Nodes, substantially in the locations described in the Network Plan attached hereto as Exhibit B. Section 5. Scope of Agreement. Nothing contained in this Agreement shall be deemed or construed to create the relationship of principal and agent or of partnership or ofjoint-venture or of any association whatsoever between City and NextG, it being expressly understood and agreed that neither the computation of fees nor any other provisions contained in this Agreement nor any act or acts of the parties hereto shall be deemed to create any relationship between City and NextG other than the relationship of City and NextG. NextG hereby acknowledges, agrees and covenants that this Agreement only allows for the occupation of the Municipal Facilities identified in Exhibit B by NextG' s Facilities identified in Exhibit A and does not authorize or bestow any interest in real property including any fee, leasehold interest or easement. a. Limitations on License. Nothing in this Agreement is intended to create an interest or estate of any kind or extent in the property or premises. NextG further acknowledges and agrees that this Agreement does not create a landlord-tenant relationship and NextG is not entitled to avail itself of any rights afforded to tenants under the laws of the State of California. b. Preference for Municipal Facilities. In any situation where NextG has a choice of attaching its Equipment to either Municipal Facilities or third-party- owned property in the Public Way, NextG agrees to provide the City with a first right of refusal to attach to the City Municipal Facilities, provided that ( i) such City Municipal Facilities are at least equally suitable functionally for the operation of the Network and ( ii) the fee and installation costs associated with such attachment over the length of the term are equal to or less than the fee or cost to NextG of attaching to the alternative third-party- owned property The City agrees to let NextG know within thirty( 30) days whether or not City wishes to exercise its first right of refusal under this Paragraph. I\ Telecomunication Issues\ Encintas NextGAgreement Final doc Item 8F 14 of 41

15 C. No Warranty City makes no warranty or representation that the premises are suitable for NextG' s use. NextG has inspected the premises and accepts the same " AS IS" City is under no obligation to perform any work or provide any materials to prepare the Premises for NextG. Section 6. Compensation. a. Compensation for Use of City Infrastructure. NextG will compensate City for the use of City infrastructure a fee of Five Hundred Dollars ($ ) per year( the Infrastructure Use Fee") for each streetlight pole or comparable facility located within the City' s Right-of-Way used by NextG. b. Gross Revenue Payments. In addition to the Infrastructure Use Fee, NextG waives any claim that it is not obligated to pay for the use of the Right- of-way and shall compensate City for such use by providing the City a five percent ( 5%) annual revenue- sharing fee or Five Hundred Dollars ($ ) per Node per year, whichever is greater(" Right-of-Way Use Fee"). In the event a court determines that NextG is not obligated to pay for use of the Public Right-of-Way, the Parties agree that the Infrastructure Use Fee shall be automatically amended to be equal to Five Hundred Dollars ($ ) per year for each streetlight pole or comparable facility plus five percent ( 5%) of the annual revenue- sharing fee or Five Hundred Dollars ($500 00) per Node per year, whichever is greater C. Payment Terms and Audit. NextG shall pre- pay the fees specified in subsections ( a) and ( b), above, for the period from issuance of necessary permits through the end of 2007, subsequent payments in connection with subsections ( a) and ( b) shall be made annually in advance commencing on January 1, Exceptionally, payments anticipated for the Rightof-Way Use Fee specified in subsection ( b), above, shall also be pre- paid through the end of 2007 However, after January 1, 2008, the Right-of-Way Use Fee specified in subsection (b), above, shall be computed and paid quarterly in arrears (" Quarterly Payment"). Each Quarterly Payment shall be calculated for the calendar quarter ending March 31, June 30, September 30, and December 31, and such Quarterly Payments shall be due and payable no later than thirty( 30) days after said dates. For the period from issuance of necessary permits through the end of 2007, any additional funds owning based upon the " whichever is greater" provision is subsection (b) above, shall be paid with the March 31 Quarterly Payment. Any annual fees shall be pro-rated for the calendar year NextG shall keep accurate books of account at its principal office in San Jose or such other location of its choosing for the purpose of determining the amounts due to the City hereunder The City may inspect NextG' s books of account, at a mutually convenient location of all relevant books and records, relative to the City at any time during regular business hours on thirty (30) days' prior written notice and may audit the books from time to time at the City' s sole expense, but in each case only to the extent necessary to confirm the accuracy of payments due under this Agreement. In the event that the City discovers that NextG' s payments are in error in an amount greater than two percent ( 2%), all costs, including travel related to the audit shall be borne and reimbursed by NextG. No acceptance of any payment to the City shall be construed as a release or as an accord and satisfaction of any claim the City may have for further or additional sums payable or for the performance on any other obligation under this Agreement. The City agrees to hold in I\ Telecomunica0on Issues\ Enonlas_ NextGAgreement_Flna1_ 0711_ 06 doc Item 8F 15 of 41

16 confidence any non public information it learns from NextG to the fullest extent permitted by Law d. Minimum Annual Fee Adjustment Date. The Infrastructure Use Fee will be adjusted annually on the anniversary of the Commencement Date by the percentage increase in the most recently published Consumer Price Index All Urban Consumers for the San Diego Metropolitan Statistical Area -- over the rate in effect on the Commencement Date of the prior year This increase shall not be less than the three percent ( 3%). e. Delinquent Payment. NextG' s Payments not received within five days of the due dates as specified above shall accrue interest at a rate of 7% per annum from the due date. In addition, a late fee in the amount of ten percent ( 10%) of the amount due shall be imposed in the event a payment is not received within 30 days of the due date. Notwithstanding the provisions of this subparagraph, ailure to make payments when they are due is considered a default of the terms of the Agreement, subject to the terms stated in Section 33, " Termination." NextG assumes all risk of loss and responsibility for delinquent payments. f. Services to City NextG agrees that at all times during the term of this Use Agreement it shall reserve one ( 1) strand of fiber owned or operated by NextG in the City for the City' s exclusive use in operating a noncommercial, City- owned Wi-Fi network or for any other noncommercial, City-operated data network or communications function at no charge to the City g. Payment Location. NextG agrees to make checks payable to the City of Encinitas and delivered to- City of Encinitas Attn: Finance Department, Encinitas Lighting and Landscape District, 505 S. Vulcan Ave., Encinitas, CA The City reserves the right to change the place and time of payment at any time upon 60 days written notice pursuant to Section 32. Section 7 Assignment or Transfer of Authorization. This Agreement shall not be assigned by NextG without the express written consent of the City, which consent shall not be unreasonably withheld, conditioned, or delayed. Notwithstanding the foregoing, the transfer of the rights and obligations of NextG to a parent, subsidiary, or other affiliate of NextG or to any successor in interest or entity acquiring fifty-one percent ( 51%) or more of NextG' s stock or assets ( collectively" Exempted Transfers") shall not be deemed an assignment for the purposes of this Agreement and therefore shall not require the consent of the City, provided that NextG reasonably demonstrates to the City' s lawfully empowered designee the following criteria collectively the " Exempted Transfer Criteria"): ( i) such transferee will have a financial strength after the proposed transfer at least equal to that of NextG immediately prior to the transfer; (ii) any such transferee assumes all of NextG' s obligations hereunder; ( iii) the corporate parent of the transferee guarantees the performance obligations of the transferee; and ( iv) the experience and technical qualifications of the proposed transferee, either alone or together with NextG' s management team, in the provision of telecommunications or similar services, evidences an ability to operate the NextG Network. NextG shall give at least sixty( 60) days' prior written notice ( the " Exempted Transfer Notice") to the City of any such proposed Exempted Transfer and shall set forth with specificity in such Exempted Transfer Notice the reasons why NextG believes the Exempted Transfer Criteria have been satisfied. The City shall have a period of sixty (60) days ( the " Exempted Transfer Evaluation Period") from the date that NextG gives the I ktelecomunicahon Issues\ Enantas_ NextGAgreement_Final_07_ 11_ 06 doc Item 8F 16 of 41

17 City its Exempted Transfer Notice to object in writing to the adequacy of the evidence contained therein. Notwithstanding the foregoing, the Exempted Transfer Evaluation Period shall not be deemed to have commenced until the City has received from NextG any and all additional information the City may reasonably require in connection with its evaluation of the Exempted Transfer Criteria as set forth in the Exempted Transfer Notice, so long as the City gives NextG notice in writing of the additional information the City requires within thirty( 30) days after the City' s receipt of the original Exempted Transfer Notice. If the City fails to act upon NextG' s Exempted Transfer Notice within the Exempted Transfer Evaluation Period ( as the same may be extended in accordance with the foregoing provisions), such failure shall be deemed an affirmation by the City that NextG has in fact established compliance with the Exempted Transfer Criteria to the City' s satisfaction. Section 8. Responsibility of NextG/Maintenance. a. NextG, on the NextG' s own behalf and on behalf of any successor or assign, hereby acknowledges and assumes all responsibility, financial or otherwise, for the permitted use of the Public Rights- of-way property and City Municipal Facilities and the planning, design, installation, construction, maintenance, repair, operation and removal of NextG' s Facilities, which shall be undertaken without risk or liability on the part of the City All of NextG' s constructions, installation, removal, repair and maintenance work shall be performed at NextG's sole cost and expense in accordance with applicable law, using generally accepted construction standards. b NextG shall ensure that NextG' s Facilities are maintained in a clean and safe condition, in good repair and free of any graffiti or any defects. NextG shall employ reasonable care at all times in installing and maintaining NextG' s Facilities and will install and maintain in use commonly accepted methods and/ or devices to reduce the likelihood of damage, injury or nuisance to the public. The construction, operation, and maintenance of NextG' s Facilities shall be performed by experienced and properly trained, and if required, licensed maintenance and construction personnel. Section 9 Relocation/ Removal. NextG shall, at its sole expense, protect, support, temporarily disconnect, relocate, modify or remove all or any portion of NextG' s Facilities at the time and in the manner required by the City for any governmental purpose. Except in an emergency, the City shall give written notice pursuant to Section 32 describing where the work is to be performed at least thirty( 30) days before the date the work is to be performed. Should the public health, safety or welfare require that the City undertake immediate maintenance, repair or other action, NextG shall take the measures required under this Section 9 within 72 hours of receiving notice from the City If NextG does not protect, temporarily disconnect, relocate, or remove NextG' s Facilities within the time period specified above, City may remove the equipment, facilities, and property and charge NextG for the cost of removal and storage. Alternatively, upon NextG' s request, City may approve the abandonment of NextG' s Facilities in place. Upon approval, NextG shall execute, acknowledge and deliver any necessary documents to transfer ownership of the NextG' s Facilities to City I\ Telecomumcabon Issues\ Encintas_ Ne# GAgreement_ Final_ 07_ 11_ 06 doc Item 8F 17 of 41

18 In a true emergency, where there is an imminent danger to the public health, safety or property, the City may take the measures required by NextG under this Section 9 without prior notice to NextG, however, the City will make reasonable efforts to provide prior notice. Section 10. Change in Equipment. If NextG proposes to install Equipment, which is different in any material way from the specifications or design configurations attached hereto as Exhibit A, then NextG shall first obtain the approval for the use and installation of the equipment from the City In addition to any other submittal requirements, at City' s request, NextG shall provide " load" calculations for all Streetlight Poles it intends to install in the Public Rights- of-way, notwithstanding original installation or by way of equipment type changes. The City may approve or disapprove of the use of the different equipment from the specifications set forth in Exhibit A and such approval shall not be unreasonably withheld. Section 11. Repair of Facility NextG shall repair or refinish, at NextG' s sole cost and expense, any surface or other portion of the Public Rights- of-way property or City Municipal Facilities that is disturbed or damaged during the construction, installation, maintenance, or operation of NextG Facilities. Without limiting any other available remedies, if NextG fails to repair or refinish such damage, City may, in its sole discretion, but without any obligation to do so, repair or refinish the disturbance or damage and NextG shall reimburse City all costs and expenses incurred in the repair or refinishing. Section 12. Relocation of Facilities. NextG understands and acknowledges that City may require NextG to relocate one or more of its Node installations. NextG shall at City' s direction relocate such Node equipment at NextG' s sole cost and expense, whenever City reasonably determines that the relocation is needed for any of the following purposes: ( a) if required for the construction, completion, repair, relocation, or maintenance of a City project; ( b) because the Node equipment is interfering with or adversely affecting proper operation of City owned street light poles, Traffic Light Pole signals, communications, or other Municipal Facilities; or ( c) to protect or preserve the public health or safety In any such case, City shall use its best efforts to afford NextG a reasonably equivalent alternate location. If NcxtG shall fail to relocate any Node equipment as requested by the City within a reasonable time under the circumstances in accordance with the foregoing provision, City shall be entitled to relocate the Node equipment at NextG' s sole cost and expense, without further notice to NextG. To the extent the City has actual knowledge thereof, the City will attempt promptly to inform NextG of the displacement or removal of any streetlight pole or other Municipal Facility on which any Node equipment is located. Section 13. NextG to Bear All Costs. NextG, or any successor or authorized assign, shall bear all costs incurred in connection with the planning, design, installation, construction, maintenance, repair, operation, modification, disconnection, relocation and removal of the NextG Facilities. NextG shall be responsible and must bear all cost of any movement to, damage to or repair of NextG' s Facilities due to repair, maintenance and/ or failure/ collapse of any existing gas, water ana sewer lines or any other improvements or works approximate to NextG' s Facilities. NextG agrees to bear this cost regardless of whether or not such damage may be directly or indirectly attributable to the installation, operation, maintenance, repair or upgrade work on NextG' s Facilities, unless the damage results from the active negligence or willful misconduct of the City, its officers, agents or employees. I Jelecomunicahon Issues\Encmlas_ NextGAgreement_ Final_ 07_ 11_ 06 doc Item 8F 18 of 41

19 NextG shall be solely responsible for the payment of all electricity utility charges to the applicable utility company based upon the NextG' s Facilities usage of electricity and applicable tariffs. Section 14. Undergroundin2.. NextG has been advised and understands that the utilities in the area of NextG' s planned facilities may be subject to future under- grounding requirements. In the event of an under- grounding project, NextG and City agree to cooperate with each other in order to relocate or replace NextG' s facilities in such a way so that NextG may continue to operate its network for the Term of this Agreement. Section 15. Future Rules or Orders. NextG, or any successor or authorized assign, shall abide by any agreements, rules, regulations, orders, or directives governing the use of the Public Rights- of-way property or City Municipal Facilities as the City may find necessary and appropriate in executing its responsibilities for public right- of-way management and wireless site regulation. Section 16. NextG to Submit Acceptable Plans. Prior to the Commencement Date and prior to construction and installation of NextG' s Facilities, NextG shall, at its sole cost and expense, prepare and submit, together with payment of all related fees, any and all reasonable plans and specifications required by the City Engineer, which shall include detailed maps showing the planned construction, the size and the location and number, and any other details regarding the placement of appurtenant above- ground equipment to be located in the Public Rights- of-way and on City Municipal Facilities or existing third-party infrastructure. The City Engineer shall be authorized to review the plans and specifications and to impose such requirements as are necessary to protect the public health and safety and to minimize any negative impact on aesthetics in the case of the above- ground improvements. The City Engineer shall be authorized to require an alternate location for NextG' s Facilities on Streetlight Poles or comparable facilities to avoid conflict with public safety as well as other permitted uses in or future public needs of the Public Rights of-way identified in this Agreement. NextG shall, at its sole cost and expense, submit traffic control plans for approval by City Engineer The City reserves the right to inspect the installation and maintenance of NextG' s Facilities at any time. NextG shall pay all plan check, inspection and other related fees prior to the issuance of any permit for the installation and construction of NextG' s Facilities. All work within the Public Rights- of-way and Municipal Facilities or existing third- party infrastructure shall be performed in strict compliance with plans and permits approved by the City Engineer Section 17. NextG to Secure Approval and Permits. If the attachment, installation, operations, maintenance, or location of the NextG' s Facilities in the Public Way shall require any permits, NextG shall, if required under applicable City ordinance, apply for the appropriate permits and pay any standard and customary permit fee. In addition to obtaining and maintaining the permits, NextG understands and agrees that NextG' s ability to use the Public Rights- of-way and Municipal Facilities and any third- party infrastructure for the purposes contemplated by this Agreement is dependent upon NextG obtaining and maintaining all of the certificates, permits and other approvals which may be required from other federal, state or local authorities, and any easements which are required from any third parties. City shall cooperate with NextG in its efforts to obtain such approvals and/ or easements, as may be required for NextG' s Facilities as approved in the permits. If(i) any application and/ or negotiations by NextG for any required certificate, permit, license, easement, approval, policy of title insurance, I\ Telecomunica6on Issues\ Encmtas_ NextGAgreement_Rnal_07_ it_06 doc Item 8F 19 of 41

20 or agreement is finally denied, rejected and/ or terminated, ( ii) any such certificate, permit, license, easement, approval or agreement is canceled, or expires, or lapses or is otherwise withdrawn or terminated, ( iii) any Hazardous. Materials are discovered or otherwise become located on the Public Rights- of-way and Municipal Facilities, other than as direct result of NextG' s activities, or( iv) due to technological changes, NextG determines that it is no longer practical to use the Public Rights- of-way and Municipal Facilities for NextG' s intended purposes, then NextG shall have the right to terminate this Agreement, which termination shall be effective no sooner thirty( 30) days from delivery of written notice from NextG to City provided NextG has removed NextG' s Facilities from the Public Rights- of-way and Municipal Facilities by that time. Section 18. As Built Drawings to be Provided. NextG shall provide as- built drawings, in any format acceptable to the City Engineer, detailing the location of NextG' s Facilities installed pursuant to this Agreement within 60 days after facilities are installed. Section 19 Liabilitv Insurance. NextG shall obtain and maintain for the duration of this Agreement and any amendments hereto, adequate insurance against claims for injuries to persons or damage to property which in any way relate to, arise out of or are connected to the use of the Public Rights- of-way and Municipal Facilities by NextG or to the construction, operation or repair of NextG' s Facilities by NextG or NextG' s agents, representatives, employees or contractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best' s Key Rating of not less than " A- V" a. NextG shall maintain the types of coverage' s and minimum limits indicated below, unless the City Manager or designee approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on NextG' s indemnification obligations under this Agreement. The City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by NextG pursuant to this Agreement are adequate to protect NextG. If NextG believes that any required insurance coverage is inadequate, NextG will obtain such additional insurance coverage, as NextG deems adequate, at NextG' s sole expense. 1, 000,000 combined single- limit per 1 Commercial General Liability Insurance. $ occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, the general aggregate will be twice the required per occurrence limit. 2. Automobile Liability $ 1, 000, 000 combined single- limit per accident for bodily injury and property damage. 3 Workers Compensation and Employer' s Liability Worker' s Compensation limits as required by the California Labor Code and Employer' s Liability limits of$ 1, 000, 000 per accident for bodily injury b NextG will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: I\ Telecomunication Issues\ Encintas_ NextGAgreement_Final_ 07_ 11_ 06 doc Item 8F 20 of 41

21 I The City of Encinitas will be named as an additional insured on General Liability 2. NextG will obtain occurrence coverage, excluding Professional Liability, which will be written as claims- made coverage. 3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) day' s prior written notice to City sent by certified mail pursuant to the Notice endorsements to City C. Prior to City' s execution of this Agreement and annually thereafter, NextG will furnish certificates of insurance and endorsements to City d. Failure to maintain any of these insurance coverage shall be deemed a material default for purposes of Section 33 e. City reserves the right to require at anytime, complete and certified copies of any or all required insurance policies and endorsements. E All insurance companies affording coverage to NextG shall be required to add the City of Encinitas as " additional insured" by endorsement under the insurance policy(s) required in accordance with this Agreement. Insurance coverage provided to the City as an additional insured shall be primary insurance and other insurance maintained by the City, its officers, agents and employees shall be excess only and not contributing with the insurance provided pursuant to this Agreement. g. All insurance companies affording coverage to NextG shall be insurance organizations authorized by the Insurance Commissioner of the State Department of Insurance to transact business of insurance in the State of California and must carry a rating by Best of not less than " A-" h. City may require the revision of amounts and coverage at any time during the term of this Agreement by giving NextG 60 day' s prior written notice. City's requirements shall be designed to assure protection from and against the kind and extent of risk existing on the Public Rights- of-way and Municipal Facilities. NextG also agrees to obtain any additional insurance required by City for new improvements, in order to meet the requirements of this Agreement. Section 20. Performance Bond. Prior to construction of NextG' s Facilities, NextG shall post a bond with the City( in the form of a Letter of Credit issued by a reputable institution) in the amount of One Hundred Thousand Dollars ($ 100, 000) (" Performance Bond") substantially in a form acceptable to the City Attorney This Performance Bond shall remain in place for the term of the Agreement, and shall cover up to one hundred ( 100) Nodes. Any additional Nodes beyond 100 shall require increasing the amount of the Performance Bond at a rate of One Thousand Dollars ($ 1, 000) per Node. Section 21 Accident Reports. NextG shall, within 48 hours after occurrence, report to City any accident causirg property damage or any serious injury to persons resulting from any of NextG' s activities under this Agreement. This report shall contain the names and addresses of I Uelecomunicahon Issues\Enanlas_ NeAGAgreement_ Final_ 07_ 11_ 06 doc Item 8F 21 of 41

22 the parties involved, a statement of the circumstances, the date and hour, the names and addresses of any witnesses and other pertinent information. Section 22. Indemnification of City a. NextG shall waive all claims against City for any damages to the personal property and equipment of NextG or City in, upon or about the Public Rights- of-way and Municipal Facilities and for injuries to any employees of NextG or their agents in, upon, or about the Public Rights- of-way and Municipal Facilities from any cause arising at any time, unless the damages and/ or injuries arise out of the City' s gross negligence or willful misconduct. In addition, NextG will fully indemnify, hold harmless, and faithfully defend, the City, including its elected and appointed officials, officers, employees, contractors and agents (" Indemnified Parties"), from any damage or injury to any person, or any property, arising from the use of the Public Rights-of-Way and Municipal Facilities by NextG or NextG' s officers, employees, contractors, or agents, or from the failure of NextG to keep NextG' s Facilities and equipment in good condition and repair, as provided for in this Agreement. b. NextG' s indemnification shall indemnify and hold harmless City and its employees from and against all claims, damages, losses, expenses, including attorneys fees arising out of or resulting from the performance by NextG of the Agreement whether resolution proceeds to judgment or not. Should a conflict arise NextG shall bear the cost of retaining independent counsel to represent the City, which counsel shall be chosen by the City and NextG. C. NextG acknowledges and agrees that NextG bears all risks of loss or damage of its Nodes and materials installed in the Public Rights- of-way and on Municipal Facilities pursuant to this Agreement from any cause, and the City shall not be liable for any cost of repair to damaged Node( s), including, without limitation, damage caused by the City' s removal of the Node( s), except to the extent that such loss or damage was solely caused by the willful misconduct or negligence of the City, including, without limitation, each of its elected officials, department directors, managers, officers, agents, employees, and contractors. Section 23. Revocation of Authorization. If NextG fails to comply with any of the material terms and conditions of this Agreement and/ or any applicable law, the City may revoke the authorization granted herein, subject to the terms and conditions stated in Section 33, Termination" Section 24. Terms and Conditions Specific to this Agreement. The terms and conditions of this Agreement shall apply solely to NextG' s Facilities and the Public Rights- of- Way and Municipal Facilities described in Exhibit A, and shall not apply to, nor establish any precedent for, the conditions the City may impose upon NextG in the event NextG seeks to provide other telecommunications services or cable services to the public for hire within the City Section 25 Reservation of Rights. The rights granted by this Agreement are granted based upon representations by NextG that its federal and state grants or certificates authorize construction and operation of activities in relation to this Agreement. I\ Telecomumcahon Issues\E= ntas_ NextGAgreemenl_ Rnal_ 07_ 11_ 06 doc Item 8F 22 of 41

23 Section 26. Governing Law; Jurisdiction. This Agreement shall be governed and construed by and in accordance with the laws of the United States and the State of California without reference to general conflicts of law principles. If suit is brought by a party to this Agreement, the parties agree that trial of such action shall be vested exclusively in the State courts of San Diego County, California or in the United States District Court, Southern District of California. Nothing in this section shall be interpreted to preclude either party' s right to seek redress from the Federal Communications Commission. Section 27 Amendment of Agreement. This Agreement shall not be modified or amended except by a writing signed by authorized representatives of the parties. Section 28. Entire Agreement. This Agreement contains the entire understanding between the parties with respect to the subject matter herein. There are no representations, agreements, or understandings, whether oral or written, between or among the parties relating to the subject matter of this Agreement, which are not fully expressed herein. Each party has relied on advice from its own attorneys, and the warranties, representations, and covenants of this Agreement itself. The terms and conditions of this Agreement shall bind and inure to the benefit of City and NextG and, except as otherwise provided in this Agreement, their respective heirs, distributees, executors, administrators, successors, and assigns. Section 29. Severability If any part of any provision of this Agreement or any other agreement, document, or writing given pursuant to or in connection with this Agreement is finally determined to be invalid or unenforceable under applicable law, that part or provision shall be ineffective to the extent of such invalidity only, and the remaining terms and condition shall be interpreted so as to give the greatest effect to them. Section 30. Taxes. NextG shall pay, before delinquency, all taxes, assessments, and fees assessed or levied upon NextG or NextG' s Facilities, including, any buildings, structures, machines, equipment, appliances, or other improvements or property of any nature whatsoever erected, installed, or maintained by NextG or levied by reason of the business or other NextG activities related to this Agreement, including any licenses or permits. NextG specifically acknowledges that the grant of this license may subject NextG to certain taxes under California Revenue and Taxation Code Section and agrees it is solely responsible for the payment of these taxes. NextG shall be responsible for all utilities and any property taxes imposed as a result of the use of the Property by NextG. NextG specifically acknowledges that the grant of this agreement may be subject NextG to certain taxes under California Revenue and Taxation Code section and agrees it is solely responsible for the payment of these taxes. Section 31. Non- exclusivity Neither this Agreement nor the permit granted hereunder is exclusive. The City reserves the right to enter into co- location agreements with other parties, including but not limited to telecommunications and information services providers hereinafter" Carriers") for use of the Public Rights-of-Way or Municipal Facilities. I\ Telecomunicahon Issues\Encintas_ NeAGAgreement_ Final_ 07_ 11_ 06 doc Item 8F 23 of 41

24 Section 32. Notices. All notices under this Permit Agreement shall be in writing and, unless otherwise provided in this Agreement, shall be deemed validly given if sent by certified mail, return receipt requested, or via recognized overnight courier service, addressed as follows or to any other mailing address which the party to be notified may designate to the other party by such notice). All notices properly given as provided for in this section shall be deemed to be given on the date when sent. Should City or NextG have a change of address, the other party shall immediately be notified as provided in this section of such change. Next G: CITY NextG Networks of California, Inc. CITY OF ENCINITAS 2216 O' Toole Ave. 505 S. Vulcan Ave. San Jose, CA Encinitas, CA Attn: Contracts Administration Attn. City Manager Either party may change its address by notice to the other party as provided herein. Communications shall be deemed to have been given and received on the first to occur if(i) actual receipt at the offices of the party to whom the communication is to be sent, as designated above, or( ii) three working days following the deposit in the United States Mail of registered or certified mail, postage prepaid, return receipt requested, addressed to the offices of the party to whom the communication is to be sent, as designated above. Section 33. Termination. This Agreement may be terminated by either party upon forty five (45) days' prior written notice to the other party upon a default of any material covenant or term hereof by the other party, which default is not cured within forty five (45) days of receipt of written notice of default ( or, if such default is not curable within forty five (45) days, if the defaulting party fails to commence such cure within forty five (45) days or fails thereafter diligently to prosecute such cure to completion), provided that the grace period for any monetary default shall be ten ( 10) days from receipt of notice. Should NextG use NextG' s Facilities for a purpose that requires additional City approvals that have not been obtained, City may terminate this Agreement in the manner authorized by this Section. Except as expressly provided for herein, the rights granted under this Agreement are irrevocable during the term. Section 34. Removal of Facilities. Upon the term of this agreement, NextG, at its sole cost, shall remove all facilities installed pursuant to this Agreement. In the event NextG fails to do so within 60 days after termination, City may elect to remove the same and recover cost from NextG, or alternatively, City may assume ownership of said Facilities. Section 35. Other Regulations. All NextG' s use of the Public Rights-of-Way and Municipal Facilities under this Agreement shall be in accordance with the laws of the United States of America, the State of California and in accordance with all applicable rules and regulations and ordinances of the City of Encinitas now in force, or hereinafter prescribed or promulgated by resolution or ordinance or by State or Federal law Section 36. Related Actions. By the granting of this Agreement, neither City nor the Council of the City is obligating itself to any other governmental agent, board, commission, or I Jelecomunicahon Issues\ Encintas_ NextGAgreement_ Rnal_ 07_ 11_ 06 doc Item 8F 24 of 41

25 agency with regard to any other discretionary action relating to the use of the Public Rights- of- Way and Municipal Facilities. Discretionary action includes, but is not limited to, permits, environmental clearances or any other governmental agency approvals, which may be required for the development and operation of the NextG' s Facilities within the Public Rights- of-way and Municipal Facilities. Section 37. Use of the Public Rights- of-way NextG acknowledges that the paramount use of Public Rights-of-Way Property or Municipal Facilities is for the public. NextG agrees to coordinate use of the Public Rights-of-Way Property or Municipal Facilities with City so as not to conflict with City's programs and activities. Section 38. Powers to Enter into Agreement. The individuals executing this Agreement represent and warrant that they have the right, power, legal capacity and authority to enter into and to execute this Agreement on behalf of the respective legal entities of the NextG and the City Section 39. Most Favored Nations. In the event NextG obtains another Streetlight Attachment agreement with a municipality of the same size or smaller in the San Diego area, subsequent to the effective date of this Agreement, which in the opinion of City contains material terms or conditions" more favorable or less burdensome than those contained in this Agreement, City shall have the right to amend this Agreement to incorporate said terms. For the purposes of this section, the phrase " material term conditions" includes, but is not limited to scope of agreement, compensation, liability and insurance. IN WITNESS WHEREOF the parties hereto for themselves, their heirs, executors, administrators, successors, and assigns do hereby agree to the full performance of the covenants herein contained and have caused this Agreement to be executed by setting hereunto their signatures on the day and year respectively written herein below CITY THE CITY OF ENCINITAS DATE. By z8z JCe y L. M 1er, City Manager NEXTG NEXTG NETWORKS OF CALIFORNIA, INC. DATE. ' 7 By- J O CAO B Georges, C Notary Acknowledgement of NextG signatures must a attached Exhibits: I\ Telecomunicahon Issues\Encintas_ NeztGAgreement_ Final_ 07_ 11_ 06 doc Item 8F 25 of 41

26 FIRST AMENDMENT TO STREETLIGHT ATTACHMENT AGREEMENT FOR TELECOMMUNICATIONS FACILITIES This Amendment is made and entered into as of the date signed by the City Effective Date") and shall be identified as the First Amendment to the Streetlight Attachment Agreement for Telecommunication Facilities (" Attachment Agreement'), entered into by and between the City of Encinitas, a California municipal corporation City") and NextG Networks of California Inc., a Delaware corporation (" NextG", and collectively the " Parties"). RECITALS A. WHEREAS, the Parties entered into an Attachment Agreement on July 24, 2006 that authorized NextG to attach its equipment, specified in Exhibit A of the Attachment Agreement, to specific Municipal Facilities, including Traffic Light Poles, ( as defined in the Attachment Agreement) at locations displayed in Exhibit B of the Attachment Agreement; and B. WHEREAS, NextG subsequently discovered one of its initial equipment locations is a Municipal Facility not identified in the Attachment Agreement; and C. WHEREAS, the Attachment Agreement ( Section 4) contemplates subsequent D authorizations to attach to additional Municipal Facilities, in the form of an amendment to the Attachment Agreement; and WHEREAS, the City and NextG desire to amend the terms of the Attachment Agreement so NextG may locate on an additional Municipal Facility NOW, THEREFORE, in consideration of the Recitals stated above and incorporated herein, the City and NextG agree as follows: I That the Attachment Agreement shall only be altered to include the additional provisions contained in this Amendment. 2. That Exhibit B to the Attachment Agreement shall be amended to include an additional Streetlight Pole location on Olivenhein Rd. 3 That NextG is hereby authorized to attach its Facilities to the Streetlight Pole ( with a pole identification number of 015) on Olivenhein Road, subject to all of the terms and conditions contained in the Attachment Agreement. 4 The representative for each Party signing on behalf of the respective Party hereby declares and represents that the signatory has authority to sign on behalf of the respective Party and agrees to hold the other Party or Parties hereto harmless if it is later determined that such authority does not exist. In witness whe,,: of, and in order to bind themselves legally to the terms and conditions of this First Amendment to the Attachment Agreement, the duly authorized representatives of the Parties have executed this First Amendment as of the Effective Date Item 8F 26 of 41

27 CITY OF ENCINITAS, NEXTG NETWORKS OF CALIFORNIA, A California Corporation INC., a Delaware corpor ion By / By y e filler, City Manager ohn Georpges, EO Date: 2006 Date: Item 8F 27 of 41

28 m El-' ibrt " B" ( amended) I ` Legend E1 j ent 1 1 w E5 E6 1 t D9 Laucaaia Blvd E4 p E7 EVN2 a P E E18N O Ennnitaa Blvd E28N2 4 N 1 o y E12M 2 a Santa Fa D[ U E14 i ai Birmingham Or S q E19N I I It 8 v 1 I. I t Locations for Telecommunication Attachments DISCLAIMER' a ur. easonamev oe1=fthlon umee< < a IIII, d. ne_,,, h, Stateplane NAD83 feet, CA Zone Item 8F Plor Date June 22, Inch of equals 413,000 feet no6s< n eis sn..< amxma. q< w: osr, o, xan.< nignm m,,,.. m. a

29 Exhibit A. Exhibit B Equipment Initial Deployment APPROVED AS TO FORM. Glenn Sabine, City Attorney I\ Telecomunication Issues\Encintas_ NextGAgreement_ Final_ 07_ 11_ 06 doc Item 8F 29 of 41

30 I I It 66B» Legend Proposed p Streetr Light Attachment Proposed Signal Light Attachment 32 Remote Site Item # Encinitas ii ', F_'' f g rl;..'%\ 2n eet. eil Gj/.; \ 1, l l \ Il. Jj,_ r7 1Q\\ mm II II IlI f1 R K V\ I I CIppV'u1djf r ri l' oaco C'i). t, I II - C C u C C7t ' Cu0 ooh h u ji' \_ Ji L i i 0 0 I d rl el, a L _j C I u i I rr-j 21 i L I_ I I\ I 111s 0 ll: LL/ IF- O-- IIr IP 1, i 11n r ll q 22 Po' I h R 1 ' n 0 ef MSCLAIMER. Proposed Locations for 4th, d, m d 1Ift a II i"m... 1th', ma Telecommunication Attachments Slaleplane NAM feel. CA Zone Item 8F 30 of 41 sma Mle. aapw,, M wil R[ I, Ms, d wn. l...,. ae Plot Dale June n. W05 1 Inch equals 3, 167 feet

31 SECOND AMENDMENT TO STREETLIGHT ATTACHMENT AGREEMENT FOR TELECOMMUNICATIONS FACILITIES BETWEEN THE CITY OF ENCINITAS AND NEXTG NETWORKS OF CALIFORNIA, INC This Amendment is made and entered into as of the date signed by the City Effective Date") and shall be identified as the Second Amendment to the Streetlight Attachment Agreement for Telecommunication Facilities dated July 24, 2006, Agreement"), entered into by and between the City of Encinitas, a California municipal corporation (" City") and NextG Networks of California Inc., a Delaware corporation NextG"), and collectively as the" Parties" RECITALS A. WHEREAS, the Parties entered into a streetlight Attachment Agreement on July 24, 2006 that authorized NextG to attach its equipment to specified number and location of municipal streetlight facilities; and B. WHEREAS, the Agreement contemplates allowing subsequent authorization for the additional Municipal Facilities in the form of an amendment to the Agreement; and C WHEREAS, the City and NextG desire to amend the terns of the Agreement so NextG may locate on two additional Municipal Facilities. NOW, THEREFORE, in consideration of the Recitals stated above and incorporated herein, the City and NextG agree as follows: 1 That the Agreement shall be amended to include the additional provisions contained in this Second Amendment. 2. That the Agreement shall be amended to include two additional streetlight pole located at: 1) Leucadia Boulevard, east of Garden View Road, identified as Encinitas streetlight standard# L- 162 and 2) the northeast corner of Rancho Santa Fe Road and Olive Crest Drive, identified as Encinitas streetlight standard # R-0 IS, represented in Attachment " A" in this Amendment. 3 That NextG is hereby authorized to attach NextG' s facilities to the streetlight poles at the designed streetlight standards at the locations noted above and are subject to all terms and conditions contained in the Agreement. 4 The representative for each Party signing on behalf of the respective Party hereby declares and represents that the signatory has authority to sign on behalf of the respective Party and agrees to hold the other Party or Parties hereto harmless if it is later determined that such authority does not exist. 5 All other terms and conditions of the Agreement shall remain in full force and effect I Telecomunicalion Issues NextG 4mendmcnC doc Item 8F 31 of 41

32 In witness whereof, and in order to bind themselves legally to the terms and conditions of this First Amendment to the Attachment Agreement, the duly authorized representatives of the Parties have executed this Second Amendment as of the effective date. CITY OF ENCINITAS, A California Corporation NEXTG NETWORKS OF CALIFORNIA, INC., a Delaware corporation P. E. Cotton, City Manager Date: 008 Date: l Telecomunicaliun I, sues NexlG Amendmen12 dnc Item 8F 32 of 41

33 THIRD AMENDMENT TO STREETLIGHT ATTACHMENT AGREEMENT FOR TELECOMMUNICATIONS FACILITIES BETWEEN THE CITY OF ENCINITAS AND NEXTG NETWORKS OF CALIFORNIA, INC This Amendment is made and entered into as of the date signed by the City Effective Date") and shall be identified as the Third Amendment to the Streetlight Attachment Agreement for Telecommunication Facilities dated July 24, 2006, Agreement"), entered into by and between the City of Encinitas, a California municipal corporation (" City') and NextG Networks of California Inc., a Delaware corporation NextG"), and collectively as the" Parties" RECITALS A. WHEREAS, the Parties entered into a streetlight Attachment Agreement on July 24, 2006 that authorized NextG to attach its equipment to specified number and location of municipal streetlight facilities; and B. WHEREAS, the Agreement contemplates allowing subsequent authorization for the additional Municipal Facilities in the form of an amendment to the C Agreement; and WHEREAS, the City and NextG desire to amend the terns of the Agreement so NextG may locate on two additional Municipal Facilities. NOW, THEREFORE, in consideration of the Recitals stated above and incorporated herein, the City and NextG agree as follows: 1 That the Agreement shall be amended to include the additional provisions contained in this Third Amendment. 2. That the Agreement shall be amended to include two additional streetlight pole located at: 1) Encinitas Boulevard, west of Willow Springs Drive identified as Encinitas streetlight standard # E - 304, and 2) the southwest corner of Rancho Santa Fe Road and Morning Sun Drive, identified as Encinitas streetlight standard # R- 17 represented in Attachment" A in this Amendment. 3 That NextG is hereby authorized to attach NextG' s facilities to the streetlight poles at the designed streetlight standards at the locations noted above and are subject to all terms and conditions contained in the Agreement. 4 The representative for each Party signing on behalf of the respective Party hereby declares and represents that the signatory has authority to sign on behalf of the respective Party and agrees to hold the other Party or Parties hereto harmless if it is later determined that such authority does not exist. 5 All other terms and conditions of the Agreement shall remain in full force and effect G:\ Telecommunications\ NextG Amendment3. doc Item 8F 33 of 41

34 Item 8F 34 of 41

35 FOURTH AMENDMENT TO STREETLIGHT ATTACHMENT AGREEMENT FOR TELECOMMUNICATIONS FACILITIES BETWEEN THE CITY OF ENCINITAS AND NEXTG NETWORKS OF CALIFORNIA, INC This Amendment is made and entered into as of the date signed by the City Effective Date") and shall be identified as the Fourth Amendment to the Streetlight Attachment Agreement for Telecommunication Facilities dated July 24, 2006, Agreement'), entered into by and between the City of Encinitas, a California municipal corporation (" City") and NextG Networks of California Inc., a Delaware corporation NextG"), and collectively as the " Parties" RECITALS A. WHEREAS, the Parties entered into a streetlight Attachment Agreement on July that authorized NextG to attach its equipment to specified number and location of municipal streetlight facilities; and B. WHEREAS, the Agreement contemplates allowing subsequent authorization for the additional Municipal Facilities in the form of an amendment to the C D Agreement; and WHEREAS, a review of streetlight attachment locations was conducted in order to evaluate the actual location of attachments to sites authorized in the Agreement, as amended; and WHEREAS, minor corrections are desired to reconcile the location of the attachments to those authorized in the Agreement, as amended; and E. WHEREAS, the City and NextG desire to amend the terms of the Agreement to allow NextG to locate equipment on six ( 6) additional Municipal Facilities. NOW, THEREFORE, in consideration of the Recitals stated above and incorporated herein, the City and NextG agree as follows: 1 That the Agreement shall be amended to include the additional provisions contained in this Fourth Amendment. 2. That the street light attachment noted in the Third Amendment as, Encinitas Boulevard, west of Willow Springs Drive, streetlight standard identified as# E- 304", shall be modified to 1508 Encinitas Boulevard, streetlight standard E- 74 ( Latitude / Longitude ). 3 That the Agreement shall be amended to include the following additional streetlight poles locations: a) 519 Cerro Street/ Streetlight Pole C- 086 Latitude/ Longitude / ); F\ Felecommumcanons\Next( i Amendmenl4 doe Item 8F 35 of 41

36 b) 1708 Burgundy Road/ Streetlight Pole B- 001 Latitude/ Longitude / ); C) Lake Drive & Sea Village Way/ Streetlight Pole L045 Latitude/ Longitude / ); e) 1413 Leucadia Blvd & Garden View Road/ Streetlight Pole L152 Latitude/ Longitude / ); and d) 1138 Via Molena/ Streetlight Pole V-051 Latitude/ Longitude / ); e) 1120 Sidonia Street/ Streetlight Pole Latitude/ Longitude / That NextG is hereby authorized to attach NextG' s facilities to the streetlight poles at the designed streetlight standards at the locations noted above subject to all terms and conditions contained in the Agreement. 5 The representative for each Party signing on behalf of the respective Party hereby declares and represents that the signatory has authority to sign on behalf of the respective Party and agrees to hold the other Party or Parties hereto harmless if it is later determined that such authority does not exist. 6. All other terms and conditions of the Agreement shall remain in full force and effect. In witness whereof, and in order to bind themselves legally to the terms and conditions of this Third Amendment to the Attachment Agreement, the duly authorized representatives of the Parties have executed this Fourth Amendment as of the effective date. CITY OF ENCINITAS, A California Corporation NEXTG NETWORKS OF CALIFORNIA, INC., a Delaware corporation By Gus Vina, rt Manager By Date: L 2011 Date: OW Approved as to Form and Legal Sufficiency Signature/ Initials T\" Felecommumcanons\ NextG Amendment4 doc Date: Item 8F 20 // 36 of 41

37 FIFTH AMENDMENT TO STREETLIGHT ATTACHMENT AGREEMENT FOR TELECOMMUNICATIONS FACILITIES BETWEEN THE CITY OF ENCINITAS AND CROWN CASTLE NG WEST INC. This Amendment is made and entered into as of the date signed by the City Effective Date") and shall be identified as the Fifth Amendment to the Streetlight Attachment Agreement for Telecommunication Facilities dated July 24, 2006, Agreement"), entered into by and between the City of Encinitas, a California municipal corporation (" City") and NextG Networks of California Inc., a Delaware corporation NextG"), now Crown Castle NG West Inc. (" Crown Castle NG West"), and collectively as the " Parties". RECITALS A. WHEREAS, the Parties entered into a streetlight Attachment Agreement on July 24, 2006 that authorized NextG to attach its equipment to specified number and location of municipal streetlight facilities; and B. WHEREAS, on April 10, 2012 NextG Networks of California, Inc. became a wholly owned indirect subsidiary of Crown Castle International Corp.; and C. WHEREAS, the Agreement contemplates allowing subsequent authorization for additional Municipal Facilities attachments in the form of an amendment to the Agreement; and D. WHEREAS, the City and Crown Castle/ NG West desire to amend the terms of the Agreement to allow Crown Castle to locate equipment on one ( 1) additional Municipal Facility. NOW, THEREFORE, in consideration of the Recitals stated above and incorporated herein, the City and Crown Castle/ NG West agree as follows: 1. That the Agreement shall be amended to include the additional provisions contained in this Fifth Amendment. 2. That the Agreement shall be amended to include one additional streetlight pole located on public right- of-way adjacent to: 1331 CL- A Blue Heron Ave ( Latitude/ Longitude / ). 3. That Crown Castle/ NG West is hereby authorized to attach facilities to the streetlight poles at the designed streetlight standards at the location noted above subject to all terms and conditions contained in the Agreement. TATelecommunicationslCrown Castle Amendment 5. doc Item 8F 37 of 41

38 Date: 4. The representative for each Party signing on behalf of the respective Party hereby declares and represents that the signatory has authority to sign on behalf of the respective Party and agrees to hold the other Party or Parties hereto harmless if it is later determined that such authority does not exist. 5. All other terms and conditions of the Agreement shall remain in full force and effect. In witness whereof, and in order to bind themselves legally to the terms and conditions of this Fifth Amendment to the Attachment Agreement, the duly authorized representatives of the Parties have executed this Fifth Amendment as of the effective date. CITY OF ENCINITAS, CROWN CASTLE NG WEST INC. BPert By: Gus ina, City Manager D Network Real Estate Date: L November 29, 2012 TATelecommunications\Crown Castle Amendment 5. doc Item 8F 38 of 41

39 I , Legend Street Light Attachment , ?- 001 s-006 a 1 _ J Encinitas I , , , , , A N Q-015 ea 1 c- 152 ' - ` aawaa Btva s , s. \ v-oo , a, I , , h, \ P- 048 m R ; ' , R- 018 z w , o''" 2 a v-051 g , E , A " g.;. i , A- 082 buy \ o 11 Santa F.' D, C , kkkkkkkkkk_ \\ 3 \ , i a.. n$ , i E- 280 Wona, han Dr , v' jjjjjj e DISCLAIMER N 0 12 Locations of m. Telecommunication Attachments Item 8F n the, emao6jf LA Zone 39 of 41 ext G Networks Map Production Date March 20, 2013 N M inch= 3, 000 feet

40 Attachment 3 Proposed Crown Castle NG West Antenna Sites Woo dwi n d Rd Item 8F Pas eo Taxc o n Ln ong L an a ry R an ch R d 9th S t d Me ado w d Dr mis t Ln Proposed Site Parcel Road r ld i Cole el N orte Ow d Ln i Priv a te R d 9th S t 7th S t Dr C St Lar ks Wil d C Ln r W in Ct All ey t bc Holl y Sum m er Ridge Pop Ter p yfi e ld P l Ran ch V ie w Ter Re Proposed Cell dg ap Ct Antenna Installations El C amin od Legend Whi spe a R an ch R d i r W in is ar M 7th S t W hi t e ve Fi o Cr Whi spe Bottlebrush Pl d oo W Cha rles ge l la Vi ton Ln Ho ne yc om Lit tl e O ak s Ln Rd ale r w bo Ox Sie rr a Rid ge D r d D le D s tda Fore Cou ntry h av en R rk Pa Belle M eade R d Ln sw wn ay Ct View Ln Fe R Ln 11th St l Ran ch o Sa n ta i l Shadow Grove Way Mar is a Cori n i a Ct d Enc ini ta s Bl vd Calle Catalonia Cres t Dr Ol iv e pri ng P 14th St 13th St Whi t ewoo d Pl Runn i ng S nr Ol Rd i ll M d d Lom as D e Or o Sere no i Corte Clarita Cole ree eg Shadytree Ln Trailview Rd h Ln Willo wood Ln ate R g Su nd r Pri v i Red Coac Mis ty Cir d Feet 2,790 1,860 Mor nin Springwood Ln r bor Dr Glen A ag Vil l Stone brook Ln er Woods id e Ln d r lag Vil Ln i nd is ta Dr d Ln Countryw oo ve D Gro y Wa R ate Mounta in V ne e Ru tage Cot 4 i g Vil la r an D Cali b µ ² iv Pr Rd nn e Ru ark ep ftw So Sa nta F Cooln green Way Hillock P l g Ct Village Center Dr Pa rk Ln Cle ar V all e Sky yr k no d ll W ay Gar den dal e Rd l ing mb Ra g Vil la Ci rc le Way Azu re n Pl Autum i i 930 Ac er vo rson Summ e Summersong Ln Humm oc k Ln Ra nc ho Avenida La Posta Avenida Mim osa ng Dr 465 Ca ll e Aven ida Josefa Summ er hil l Dr N Wil lowsp ri 0 n ba te Es ig uel Aven ida M i ida en Av Avenida Flores 40 of 41 ±

41 Item 8F 41 of 41