1.7.2025 - PC 1854 -MMR FIBER AGREEMENT.PDF

Docusign Envelope ID: EF8A9B73-268C-4A4A-9E43-8386A0C57F7F 
FIBER OPTICS COMMUNICATION 
SYSTEM AGREEMENT 
BETWEEN 
MARICOPA COUNTY 
AND 
[MMR Fiber Solutions, LLC] 
THIS AGREEMENT, is made between Maricopa County, a political subdivision of 
the State of Arizona (hereinafter called "County"), and [MMR Fiber Solutions, 
LLC), a [Limited Liability Company] (hereinafter called "Company") ("Agreement"). 
County and Company may collectively be referred to herein as the Parties, or individually 
as a Party. 
WHEREAS, Company has applied to the County for permission to use certain streets and 
public ways for the placement of a Fiber Optics Communication System, as hereinafter defined, 
under, in, along, over and across certain streets and public ways in the County; and 
WHEREAS, it is necessary in the public interest that all uses within the right-of- way for 
public roads, streets and alleys by individuals, corporations and political subdivisions be 
regulated and controlled so that said public roads, streets and alleys may be effectively 
utilized and maintained for their primary purposes as public ways; and 
WHEREAS, the County has agreed to grant Company pennission to use certain streets and 
public ways, but will not under any circumstance grant the Company any property rights; and 
WHEREAS, the laws of the State of Arizona authorize the Board of Supervisors of Maricopa 
County to control and manage said public roads, streets, and alleys within Maricopa County. 
NOW, THEREFORE, the Parties agree as follows: 
SECTION 1. Definitions. 
A 
"Fiber Optics Communications System" means a network of components used for 
transmitting data using light, including but not limited to, conduit, carrier pipe, cable 
fibers, repeaters, power sources and other attachments and appurtenances 
necessary for transmitting high speed voice, data and (for such applications as 
teleconferencing) video signals in connection with a telecommunications system 
or systems. This definition shall not include the use of fiber optic cable for operating 
a cable television system, a cable system or for the Company to operate as a cable 
operator as those terms are defined in the Communications Act of 1934 as amended, 
state law, or the County code, or for an open video system as defined in the 
Communications Act of 1996 or as defined or authorized by the FCC. 
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B. 
The Fiber Optics Communication System authorized herein is comprised of a 
local/intrastate network with its principal service being fiber-to-the-home/residential 
services. 
C. 
'·County Right of Way" means all roads, roadways, highways, streets, public ways, 
alleys, sidewalks and rights of way, including the surface of and the space above and 
below same, owned by County or in which County has any property right that has been 
Open and Declared by County Board of Supervisors and accepted into County's 
maintenance system. 
SECTION 2. Permission Granted. 
A. 
County hereby grants to Company nonexclusive, revocable pennission to construct, 
install, operate, maintain, and upgrade a Fiber Optics Communjcation System, in, 
under, along, over, and across any County Right of Way shown on Exhibit A 
attached hereto and made a part hereof. 
B. 
The permission granted by County to Company shall, at all times be subject to: (1) the 
County's superior right to lay, construct, erect, install, use, operate, repair, replace, 
remove, relocate, regrade, widen, realign, or maintain any street and public way, aerial, 
surface, or subsurface improvement, including but not limited to water mains, traffic 
control conduits, cable and devices, sanitary or storm sewers, subways, tunnels, bridges, 
viaducts, or any other public construction within the rights-of-way of the County limits, 
(2) all applicable ordinances and resolutions of the County, and any amendments 
thereto, (3) all applicable state and federal laws, and (4) the provisions contained 
herein. 
C. 
Company may construct, install, upgrade and operate additions to its Fiber Optics 
Communication System in County Rights-of-Way other than those shown on Exhibit 
A with the written consent of the County Engineer and without further approval of 
the Board of Supervisors. Any such additions shall be at all times governed by the 
terms and conditions of this Agreement. In the event Company obtains permission to 
use County Rights of Way in addition to those shown on Exhibit A, an amended 
Exhibit A shall be produced by the Company and shall, upon execution by the County, 
be deemed to be an amendment to Exhibit A. 
D. 
Company shall comply with any law or regulation of the Federal Commurucations 
Commission or the Arizona Corporation Commission to engage in bJsiness activities 
associated with use of the streets and public ways for a Fiber Optics Commurucation 
System as a condition precedent to exercising the permission granted by thls 
Agreement. 
SECTION 3. Term of Agreement 
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This Agreement shall be effective upon full execution by the Parties (Effective Date) and 
continue for five (5) years from the Effective Date (Term), unless sooner tenninated as provided 
in Section 10 below. This Agreement may be renewed by mutual agreement of the parties in 
accordance with A.R.S. 9-583(G). 
S E CT I O N 4 . General Conditions 
A. 
Company shall provide County with a copy of the certificate of public convenience 
and necessity issued by the ACC to Company within 30 days of execution of this 
Agreement and thereafter within 30 days following any amendment to the certificate 
of public convenience and necessity. 
B. 
Company's Fiber Optics Communication System will be subject to the annual per linear 
foot fee covered in Section 8, unless, if during the Tenn of this Agreement, the status of 
any portion of Company's Fiber Optics Communication System changes to offer services 
subject to fees as described under A.R.S. § 9-583, then Company will inform the County 
and adjust its calculation of the Annual Fee under Section 8 accordingly. 
C. 
If a regulatory body or a court of competent jurisdiction should determine by a 
final, non-appealable order that 
t h e 
Fiber Optics Communication System 
authorized herein is not comprised of a locaVintrastate network with its principal service 
being fiber-to-the-home/residential services and as a result, County did not have 
the authority to issue permission to Company given herein, this Agreement shall be 
considered a revocable permit that may be terminated by either party without cause 
upon 60 days written notice to the other. The requirements and conditions of such 
revocable permit shall be the same requirements and conditions as set forth in this 
Agreement except for conditions relating to the term of the Agreement and the 
right of termination. 
D. 
Company shall indemnify, defend, protect, and hold harmless County, officers, 
and employees from and against any and all claims, demands, losses, damages, 
liabilities, fines, charges, penalties, administrative and judicial proceedings and 
orders, judgments of any nature whatsoever, inc I u ding all costs and expenses 
incurred, reasonable attorney's fees and costs of defense in connection therewith, in 
any way resulting from or related to Company's activities undertaken pursuant to 
this Agreement, In addition, should any litigation brought by third parties 
challenging the right of the County to grant the permission set forth in this 
Agreement under Arizona law, upon tender by the County of a demand for defense, 
Company, which shall then defend the litigation; provided, however, that if 
County tenders such defense to Company, Company shall have the right to retain 
counsel of its own choice, to settle all or any part of the litigation on terms 
acceptable to Company (and, where such terms directly obligate or affect the 
County, acceptable to the County) At its election, rather than submitted a tender 
for defense, the County may terminate this Agreement under the terms provided in 
the Agreement and withdraw from any such litigation. 
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Docusign Envelope ID: EF8A9B73-268C-4A4A-9E43-8386A0C57F7F 
E. 
Company shall cany, maintain, and pay the cost of the liability insurance for the 
mutual benefit of the County and the Company: commercial general liability 
insurance, written on an occurrence basis, against claims for bodily injury, death or 
property damage occurring on or about the 
Company's Fiber Optics 
Communication System and appurtenances, which insurance shall cover such 
claims as may be occasioned by any act, omission or negligence of the Company or 
its officers, agents, representatives, employees or servants during all times that 
the Company will be using, maintaining and operating the Fiber Optics 
Communication System and appurtenances granted under the terms of this 
Agreement. The minimum types of coverage and limits of such liability coverage 
shall not be less than: 
Type of Insurance Minimum Limits of Liability: 
1. Commercial General Liability $2,000,000 Combined Single Limit (Per 
Occurrence) including: Premises/Operations, Products/Completed Operations, 
Contractual liability, and Independent Contractors (OCP) coverages and the 
Personal Injury with Exclusion "C" Deleted 
2. Automobile Liability $1,000,000 Combined Single Limit (Each Accident) for 
Owned, Hired, and Non-Owned vehicles 
3. Workers' Compensation Statutory Amounts Employers' Liability$ I ,000,000 
( each accident/disease/Policy Limit) 
a) 
The County shall have no responsibility or liability for such insurance 
coverage. An enumeration of specific insurance coverage and 
amounts shall not limit or restrict the indemnity covenants 
contained in this Agreement. 
b) 
The Company shall furnish the County with a Certificate of 
Insurance. The Certificate shall be issued by an insurance 
company authorized to transact business in the State of Arizona or 
be named on the List of Authorized Insurers maintained by the 
Arizona Department of Insurance. Insurance coverage shall not 
expire during the tenn of this Agreement. The Company shall 
provide a renewal certificate of the required insurance coverage to 
the County within fifteen (15) days of the expiration date. 
c) 
Workers' Compensation and Employers' Liability: A letter of 
certification, from the Industrial Commission of Arizona, that the 
Company is insured by the State Compensation Fund or is an 
authorized self-insurer or a Certificate of Insurance issued by an 
insurance company authorized by the Arizona Department of 
Insurance to provide Workers' Compensation and Employers' 
Liability insurance in the State of Arizona. 
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Docusign Envelope ID: EF8A9B73-268C-4A4A-9E43-8386A0C57F7F 
d) 
Additional Insured: the County, a governmental entity, its 
officers, agents and employees shall be named as an additional 
insured as their interest may appear on all policies except 
Workers' Compensation and Employers' Liability, and this shall 
be indicated on the Certificate of Insurance issued to the County. 
The Company's coverage shall be primary for any and all losses 
arising out of the performance of this Agreement. 
e) 
Limits - At any times during the contract but at least at annual renewal, 
limits required under this contract will be reviewed and may be 
changed. 
SECTION 5. Plans approval, Permits and Construction 
A. 
The Company shall obtain all permits before performing any work of any nature under 
this Agreement. Company shall comply with all pennitting performance bond 
requirements until the completion of the initial Fiber Optics Communication System 
installation. Company shall not install, maintain, or use any of its Fiber Optics 
Communication System in such a manner as to damage or interfere with any existing 
facilities located within the streets or public ways of the County Right-of-Way. 
Company agrees to relocate its facilities, if necessary, to accommodate another facility 
relocation as required by the County. 
B. 
All phases of construction, as well as the location or relocation of said Fiber Optics 
Communication System(s) shall be subject to the regulation and compliance of the 
related permits and permitting authority of MCDOT. 
C. 
When required by the County, Company shall move facilities and any equipment 
that is located in County Rights of Way depicted on Exhibit A, at its sole cost, to 
such a location as the County directs. 
D. 
If Company's relocation effort delays construction of a public project causing 
the County any damages, the Company shall reimburse the County for those 
damages attributable to the delay created by the Company. Company shall pay the 
County within 30 days of notice of the amount of such damages. Both late 
charges of 5% and interest charges of 1-1/2% per month may be added for late 
payment. 
E. 
Company shall obtain annual Maintenance and Emergency permits to perform 
maintenance and emergency work and will notify the County as quickly as possible if 
such work will be performed after regular business hours. Company shall renew such 
permits prior to expiration each year to avoid performing necessary work without the 
required authorization. 
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Docusign Envelope ID: EF8A9B73-268C-4A4A-9E43-8386A0C57F7F 
F. 
If, in the installation, use or maintenance of its Fiber Optics Communication System, 
Company damages or disturbs any streets or public ways, or adjoining public 
property Company shall promptly secure necessary permits, at its own expense, 
make necessary restoration, repairs or replacements in a manner acceptable to the 
County. If Company does not accomplish such restoration, repair or replacement 
within the permitted time period, the County has the right to perform the 
necessary restoration, repair or replacement. The Company shall reimburse the 
County for its expenses within thirty (30) days after receipt of the County's invoice. 
Late charges of 5% and interest charges of 1-1/2% per month shall be added for 
late payment. 
G. 
The fee required under this Agreement is in addition to, and not a part of, any fees 
required to obtain the necessary permits. 
H. 
County shall have the right, subject to relevant County ordinances, resolutions, 
regulations, and State law, to sever, disrupt, dig-up or otherwise destroy facilities 
of Company, without any prior notice if such action is deemed reasonably 
necessary by the Board of Supervisors, County Engineer or Director of the 
Maricopa County Department of Transportation because of a public emergency. A 
public emergency shall be any condition which poses an immediate threat to the 
lives or property of the citizens of the County, caused by any natural or man-made 
disaster, including, but not limited to, storms, floods, fire, accidents, explosions, 
major water main breaks, hazardous material spills, etc. Company shall be 
responsible for repair at its sole expense of any of its facilities damaged pursuant 
to any such action emergency taken by County. 
I. 
County 
may 
issue 
reasonable 
policy 
guidelines to 
all 
Fiber 
Optics 
Communication System Company's to establish procedures for determining how to 
control issuance of engineering permits to multiple Company's for the same one-
mile segments of their Fiber Optics Communication Systems. The Company shall 
comply with the procedures established by the Board of Supervisors or their 
designee to coordinate the issuance of multiple engineering permits in the same one-
mile segments. 
SECTION 6. Records and Locator Service of Facilities 
A. 
Company shall comply with Arizona Revised Statutes Section 40-360.21 et seq. 
by participating as a member of the Arizona Blue Stake Center (AZ81 l) with the 
necessary records and persons to provide location service of Company's facilities 
upon receipt of a locate call or as promptly as possible, but in no event later than 
two working days. A copy of their agreement or proof of membership shall be 
filed with the County. 
B. 
Company shall keep accurate installation records ("as built") of the location of all 
the Company's facilities in the streets and public ways and furnish them to the 
County upon request in an acceptable electronic format. The acceptable electronic 
format will be in accordance with the Maricopa County Department of 
Transportation guidelines. 
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Docusign Envelope ID: EF8A9B73-268C-4A4A-9E43-8386A0C57F7F 
SECTION 7. Abandonment of the Fiber-Optics Communications Cable or Termination 
or Revocation of Agreement. 
If the Company abandons use of any facilities installed pursuant to the Agreement, then the 
facilities are required to be removed from the streets and public ways to the satisfaction of 
the County at Company's so I e cost. Upon revocation or tennination of this Agreement, 
Company shall, to the satisfaction of the County and, without cost or expense to the County, 
promptly remove its facilities unless pennission is authorized in writing by the County Engineer 
for such facilities to remain place in such manner as the County may prescribe. If Company 
detennines to remove such facilities, or any portion thereof, Company, at its sole expense, 
shall restore the public right-of-way to the pre-existing condition under the supervision 
and satisfaction of the County. The Arizona Blue Stake Center must be notified to record 
facilities abandoned. 
SECTION 8. Fees 
A. 
No Annual Fee will be charged for the portion of Company's System that is used by 
the local network for intrastate telecommunications, i.e. those services where the 
Company operates and maintains that service (lit service) in accordance to an 
Arizona Certificate of Convenience and Necessity. (CC&N). Leased fibers that are 
lit, do not apply to this sub-section (A). 
B. 
If Company's System carries interstate traffic between and among Company's 
interstate points of presence, Company must pay the County $0.54 per linear foot 
of conduit located in the Public Rights- of-Way or on other County-owned property 
for such use. 
C. 
If Company leases its dark fiber to another carrier for purposes of carrying interstate 
traffic between and among that telecommunications corporation's interstate points of 
presence, Company must pay the County $0.54 per linear foot of conduit located in 
the Public Rights- of-Way or on other County-owned property for such use. 
D. 
If Company leases its dark fiber to any entity not included in Subsection C of this 
Section of this Agreement, Company must pay the County $0.54 per linear foot of 
conduit located in the Public Rights- of-Way or on other County-owned property for 
such use. 
E. 
If Company places empty conduit in the Public Rights-of-Way or on other 
County-owned property for services other than those listed in Subsection A of this 
Section, Company must pay the County $0.54 per linear foot of conduit. 
F. 
On the annual anniversary of the Effective Date, Company will report to the County 
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the amount of linear feet of conduit permitted and installed in the Public Rights-of-
Way or on other County-owned property. The Annual Agreement Fee is 
calculated by multiplying the current annual per linear foot fee by the linear footage 
of trench permitted or installed in the Public Rights-of-Way or other County-owned 
property. The County must receive the Annual Agreement Fee by July 7th, as stated 
in section J, before the County will issue any new encroachment pennits for 
additional facilities or equipment in the Public Rights-of-Way or other County-
owned property. 
G. 
The County holds the right to audit the Company's linear footage accounting 
calculations to ensure the accuracy of section 8, paragraph F. 
H. 
Payment by Company to the County shall be made in United States legal tender. 
Payments shall be considered timely if postmarked on or before the due date. If 
Agreement fees are not paid by the due date, interest of 1.5% per month shall accrue 
on the entire amount due. Any payment received shall first be applied to any interest 
charges owed, then to any penalty owed and then to any Company fee owed. 
I. 
The Annual Fee may be reviewed every 5 years as necessary to assure that the 
County remains competitively neutral in their licensing requirements. 
J . 
Annual payments shall be paid by July 7th of each calendar year. Payments shall be 
mailed to: 
Maricopa County Department of Transportation 
Attn: Utility Coordination Engineering Branch 
2901 West Durango Street 
Phoenix, Arizona 85009 
SECTION 9. Agreement Non-transferable 
A. 
This Agreement and the related rights and privileges shall not be assigned without the 
express written consent of the County, which consent shall not be unreasonably 
withheld or delayed. The transfer of all rights and privileges in whole or in 
part to a parent, subsidiary or other affiliated entity of Company, or to any corporation 
into which Company may be merged or consolidated or which purchases all or 
substantially all of Company's assets, or for the purpose of obtaining financing, shall not 
be deemed an Assignment hereunder, provided that the Company provided written notice 
to the County of such transfer and further provided that: Company and the New Company 
submit a binding Agreement and warranty to the County stating that: 1) New Company 
has read, accepts, and agrees to be bound by the terms of the Agreement; 2) New 
Company assumes all obligations, liabilities and responsibility pursuant to the Agreement 
for the acts and omission of Company, known and unknown, for all purposes, and agrees 
that the transfer shall not permit it to take any position or exercise any right which 
Company could not have exercised. 
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Docusign Envelope ID: EF8A9B73-268C-4A4A-9E43-8386A0C57F7F 
B. 
After assignment, this Agreement and any amendments, shall be binding on the assignee 
(New Company) to the same extent as it was upon the original Company. 
C. 
The approval of any change in ownership interest shall include an assignment agreement 
signed by the assignee, Company, and County. Company must provide County a copy of 
the deed, Agreement, mortgage, lease or other written instrument evidencing such sale, 
transfer or lease, certified and sworn to as correct by the Company. Company must notify 
the County within 60 days of any change in mailing address. 
SECTION 10. Termination of Agreement 
A. 
This Agreement hereunder may be terminated prior to the Tenn by the Company 
upon giving sixty (60) days written notice to the County. County may suspend or 
terminate this Agreement at any time it deems necessary for material breach of the 
following: 
1. 
Failure to file and maintain items required by the Agreement and 
this Agreement 
2. 
Applicable Ordinances; 
3. 
Failure to meet any conditions established in this Agreement; 
4. 
Any sale, lease, assignment, or transfer of control of this 
Agreement in violation of Section 9 of this Agreement without 
prior consent of the County; 
5. 
Repeated failure, as determined by the County, to install, maintain 
and/or operate facilities in the streets and public ways under the 
standards 
prescribed by the County for safety, operation, 
maintenance, and general work in the streets and public ways 
according to County requirements and codes. 
B. 
County shall make a written demand that Company comply within sixty ( 60) days, or 
within such other specific period as may be agreed upon by the parties, regarding notice 
to Company of a material breach. If a violation by the Company continues for a period 
beyond that set forth in the written demand without written proof that corrective action 
has been taken or is being actively and expeditiously pursued, County may revoke, alter, 
suspend or cancel this Agreement. 
C. 
County also may suspend or terminate this Agreement if there is any change in state law 
effecting the authority of the County to issue Agreements or controlling fiber optics 
cable placed in the streets or public ways or concerning the authority of the County to 
issue this Fiber Optics Communication System Agreement, which changes are in 
conflict with the provisions of this Agreement. 
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Docusign Envelope ID: EF8A9B73-268C-4A4A-9E43-8386A0C57F7F 
SECTION 11. General Conditions 
A. 
In the event of conflict between the tenns and conditions of this Agreement and the 
terms and conditions on which the County can grant permission to use the streets 
and public ways as set forth in applicable federal law or Arizona law, the 
applicable federal law or Arizona law shall, without exception, control. 
B. 
No forced labor. Company warrants and certifies that it does not currently, and agrees 
for the duration of the contract that it will not, use: 
I. The forced labor of ethnic Uyghurs in the People's Republic of China. 
2. Any goods or services produced by the forced labor of ethnic Uyghurs in 
the People's Republic of China. 
3. Any contractors, subcontractors or suppliers that use the forced labor or 
any goods or services produced by the forced labor of ethnic Uyghurs in 
the People's Republic of China. 
If Company becomes aware during the term of the Agreement that the Company is not in 
compliance with this paragraph, the Company shall notify the County within five business 
days after becoming aware of the noncompliance. Failure of Company to provide a 
written certification that the Company has remedied the noncompliance within one 
hundred eighty ( 180) days after notifying the public entity of its noncompliance, this 
Agreement shall terminate unless the Tenn of this Agreement shall end prior to said one 
hundred eighty ( 180) day period. 
SECTION 12. Right of Cancellation 
This Agreement is subject to Arizona Revised Statute § 38-511. 
[Signature pages follow} 
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Docusign Envelope ID: EF8A9B73-268C-4A4A-9E43-8386A0C57F7F 
IN WITNESS WHEREOF, the Parties have executed this Agreement. 
MMR Fiber Solutions, LLC 
APPROVED AND ACCEPTED BY: 
By: 
Name: Troy Kelley 
Title: Assistant Manager 
WITNESS: 
::me: <±~~~~:Wl 
Title: 1?.t.ieait= II ~e,,,,t= 
STATE OF ARIZONA 
) 
) ss 
COUNTY OF MARICOPA 
) 
On this \ \ 
day of 1)c. Le_ rr.. bc.r-
, 20 
'LS" , before me, the undersigned, 
personally appeared Troy Kelley, of MMR Fiber Solutions, LLC, and such authorized 
representative(s) acknowledged that this document was executed on behalf of the corporation for 
the purposes therein contained. 
IN WITNESS WHEREOF, I hereunto set my hand and official seal. 
My Commission Will Expire: 
STEPHANIE NICOLE SCHMIDT 
Notary Public - Arizona 
Maricopa County 
Commission II 6 2 7506 
My Comm. Expires May 27, 2026 
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MARICOPA COUNTY 
Recommended by: 
r;;:
d
M 
1/5/2026 
 E47E235375F04C3 ... 
Jesse Gutierrez, P .E. 
Date 
Transportation Director 
Approval As To Form: 
c;·.:0.x:	 
1/&2026 
Deputy County Attorney 
Date 
Notary Public 
Approved and Accepted by: 
Chair       
Date 
Maricopa County Board of Supervisors 
Attest by: 
Clerk of the Board 
Date 
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Docusign Envelope ID: EF8A9B73-268C-4A4A-9E43-8386A0C57F7F 
EXHIBIT A 
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