AMENDMENT TO STREETLIGHT POLE ATTACHMENT AGREEMENT BETWEEN THECITY OF MOUNTAIN VIEW AND GOOGLE INC. THIS AMENDMENT NO. 2 to the Agreement is dated for identification this 15th day of April, 2011, and is made by and between the CITY OF MOUNTAIN VIEW, a California Charter City and municipal corporation, whose address is P.O. Box 7540, Mountain View, California, 94039, hereinafter called and GOOGLE INC., a Delaware corporation, whose address is 1600 Amphitheatre Parkway, Mountain View, California, 94043, hereinafter called RECITALS A. On or about January 23, 2006, CITY and COMPANY entered into a Streetlight Pole Attachment Agreement. B. On or about April 11, 2006, CITY and COMPANY entered into Amendment No. 1 to amend the _proVision.concerning company indemnification. C. CITY and COMPANY now desire to amend said Agreement dated January 23, 2006, and all amendments thereto, to establish the term of the Agreement and modify the termination provision of the Agreement. NOW, THEREFORE, in consideration of the recitals and mutual promises of the parties contained herein, CITY and COMPANY agree to the below-referenced amendments to said Agreement dated January 23, 2006, and all amendments thereto, as follows: - Paragraph 1.1, Effective Date, shall be deleted and remaining provisions renumbered. Paragraph 2.1, Term, shall be amended to read as follows: The term of this AGREEMENT shall be for a period of five (5) years commencing on January 23, 2006 and ending on January 22, 2011 (the unless terminated by either Party in accordance with the provisions "herein. The term of this AGREEMENT is hereby extended for an additional period of five (5) years commencing January 23, 2011 and ending January 22, 2016, unless terminated by either Party in accordance with the provisions herein." Paragraph 5.4, Rental Fee, shall be amended to read as follows: COMPANY agrees to pay an annual fee' to compensate CITY for the use of STREETLIGHT POLES under the terms of this AGREEMENT (the The RENTAL FEE shall be payable in advance to CITY prior to installation of the EQUIPMENT and shall be due each January 23rd until the term of this AGREEMENT has expired. The RENTAL FEE shall be a BASE RATE in U.S. Dollars multiplied by the number of STREETLIGHT POLES on which COMPANY is authorized to deploy EQUIPMENT hereunder, and is set forth "in Exhibit F. The BASE RATE shall be increased annually on January 23rd based on the most current CPI (all urban customers). COMPANY will provide CITY an inventory report updating Exhibit by December 31 of each year, setting forth the number of STREETLIGHT POLE locations carrying EQUIPMENT, the adjusted BASE RATE and the resulting RENTAL FEE for the upcoming year." Paragraphll, Termination, shall be amended to read as follows: "11.1. General Termination Provision. In recognition of the experimental nature of the technology and NETWORK ACCESS contemplated in this AGREEMENT, either Party may, after notice and opportunity for discussion with the other Party, terminate this AGREEMENT: upon the filing against the Party of a regulatory or judicial claim for violation of California or Federal communications statutes or rules; or if a change in any local, State or Federal law, regulation or ordinance renders unlawful the provision of EQUIPMENT SERVICES, NETWORK ACCESS or ENHANCED NETWORK ACCESS. 11.2. Termination for Default. Either Party may, by written notice, immediately terminate this AGREEMENT, in whole or in part, if the other Party breaches any material term or condition of this AGREEMENT and fails to cure such breach within thirty (30) days after receiving written notice thereof. 11.3. Termination at Election. COMPANY also may terminate this AGREEMENT as set forth in Section 5.2 (excise tax), Section 5.5 . (imposition of franchise fee) and Section 6.4 (modification to plans specifications). In addition to these termination rights, COMPANY may terminate this Agreement one hundred eighty (180) days after providing Written notice of such termination pursuant to this provision to CITY. 11.4. Effect of Termination. In the event of termination by either Party, and unless CITY exercises its rights under Section 12, COMPANY shall immediately cease all EQUIPMENT SERVICES, NETWORK ACCESS and -2- ACCESS being performed or provided under this AGREEMENT, excepting only that work necessary for COMPANY to remove all EQUIPMENT and leave all work sites in accordance with the removal provisions herein. 11.5. The following Sections shall survive termination of this AGREEMENT: 1, 4.9, 5.6A, 5.7, 6.2, 6.6, 8, 9, 11.4, 12, 13 and 14." Paragraph 12.1, Option, shall be amended to read as follows: "12.1. Option. If COMPANY terminates this Agreement pursuant to Section 11.1(a) or 11.3, then COMPANY shall offer to donate the EQUIPMENT to CITY. CITY shall have the option to: accept offer to donate the EQUIPMENT to CITY and may assume responsibility for the operation of EQUIPMENT installed by COMPANY hereunder; or permit another vendor to operate said EQUIPMENT. CITY may exercise this option by providing written notice to COMPANY of intent to exercise this option within thirty (30) days of receipt of notice of termination." . All other terms and conditions in that certain.Agreement dated January 23, 2006, above referenced, shall remain in full force and effect. IN WITNESS WHEREOF, this Amendment No. 2 to the Streetlight Pole Attachment Agreement between the City of Mountain View and Google Inc., is . executed by CITY and COMPANY. AS TO CONTENT: - CITY OF MOUNTAIN a California Charter City and municipal corporation Assistant Community Development A Director/ Economic Development I .. I Manager By: EURM at/(9 City Manager - GOOGLE INCAPPROVED AS TO Title: . Taxpayer I.D. Number Cit ttorney JED, (Rev. 12/ 11/ 09)