Summit Infrastructure Group Agreement

WIRED TELECOMMUNICATIONS LICENSE AND 
RIGHT-OF-WAY USE AGREEMENT 
 
 
This Wired Telecommunications License and Right-of-Way Use Agreement (“Agreement”) is 
entered into this ____ day of ____________, 2025 by and between the City of El Mirage, an Arizona 
municipal corporation (“City” or “Licensor”) and Summit Infrastructure Group LLC, a Virginia limited 
liability company (“Licensee”). 
 
RECITALS 
 
WHEREAS, City owns public street and alley right-of-way and public utility easements within 
the boundaries of the City of El Mirage; 
WHEREAS, Licensee has obtained from the Arizona Corporation Commission (“ACC”) a 
Certificate of Convenience and Necessity (“CC&N”) in Arizona Corporation Commission matter T-
21245A-23-0118, dated March 15, 2024 (the “Certificate”) to provide Telecommunications Services in 
Arizona; 
WHEREAS, Licensee desires the authorization to install, operate, maintain and repair cable 
containing bundles of multiple Fiber Optic Cables, within the City rights-of-way for the purpose of 
providing fiber-to-the-premise networks and fiber-based services, as authorized by the Arizona 
Corporation Commission, subject to the requirements of this Agreement; 
WHEREAS, City is authorized to regulate its streets, alley and public utility easements, and to 
grant, renew, deny, amend and terminate licenses for and otherwise regulate the installation, operation, 
repair, and maintenance of facilities within the City’s boundaries pursuant to the El Mirage City Code 
including El Mirage City Code Section 151.002, and by virtue of federal (47 U.S.C. § 253) and state 
statutes (including A.R.S. §§ 9-581, 9-582, and 9-583), by the City’s police powers, its authority over 
City’s public right-of-way, and its other governmental powers and authority; 
WHEREAS, City desires to reserve rights to construct, use, and allow others to construct and 
use all manner of additional improvements in the right-of-way, while granting Licensee a license to 
install, operate, maintain and repair Conduit Systems and Fiber Optic Cable within the City’s right-of-
way; 
WHEREAS, Licensee agrees to provide and maintain accurate maps showing the location of all 
Fiber Optic Cable owned or used by Licensee in the City right-of-way, and to comply with such other 
mapping requirements as City may establish from time to time; 
WHEREAS, Licensee will secure the appropriate licenses, encroachments and other permits 
required by the City for the placement of its Conduit Systems, Fiber Optic Networks, and related facilities 
within City Right-of Way; 
WHEREAS, Licensee has agreed to comply with public property use requirements that City has 
and may establish from time to time. 
NOW THEREFORE, for and in consideration of the foregoing, the amounts hereinafter to be paid 
by Licensee, and the covenants and agreements contained herein to be kept and performed by 
Licensee, and for other good and valuable consideration, the City hereby grants to Licensee a 
telecommunication license and permission to use the public right-of-way pursuant to the terms and 
conditions set forth herein.

DEFINITIONS 
 
Cable Services shall have the same meaning as defined in Chapter 151 of the El Mirage City Code, 
herein incorporated by this reference, and in 47 CFR § 76.5 and A.R.S. § 9-581. Cable Services are 
not a Telecommunications Service. 
Conduit means pipes made of varying materials designed to protect buried Fiber Optic Cables. 
Conduit System means any combination of Conduits, ducts, inner-ducts, manholes, and hand holes – 
all joined to form an integrated whole. 
Dark Fiber means Fiber Optic Cables that have not been connected to transmission equipment or 
otherwise part of a Fiber Optic Network. Dark Fiber sales and leasing is not a Telecommunications 
Service. 
Facilities means the plant, equipment, and property used in the provision of communication and 
Telecommunication Services and not owned by the City, including, but not limited to, poles, wires, pipe, 
Conduit, pedestals, antenna, Fiber Optic Cables, and other appurtenances placed in, on, or under the 
ROW. 
Fiber Optic Cable means a cable containing bundles of optical fibers used to carry optical signals. 
Fiber Optic Cables may be part of a Fiber Optic Network. 
Fiber Optic Network means a communication system consisting of an optical transmitter used to 
convert an electrical signal into an optical signal to send into an optical fiber, Fiber Optic Cables routed 
through Conduits and buildings, amplifiers, and an optical receiver to recover the signal as an electrical 
signal. A Fiber Optic Network contains Fiber Optic Cables and is used for the purpose of 
Telecommunications Services. 
Gross Revenues means all cash, credits, property of any kind or nature, or other consideration, less 
related bad debt not to exceed one and one-half per cent annually, that is received directly or indirectly 
by the Licensee, its affiliates, subsidiaries or parent or any person, firm or corporation in which the 
Licensee has a financial interest or that has a financial interest in the telecommunications provider and 
that is derived from the Telecommunications Services provided in the area of jurisdiction.  Gross 
revenues include all revenue from charges for Telecommunications Services to subscribers and all 
charges for installation, removal, connection or reinstatement of equipment necessary for a subscriber 
to receive Telecommunications Services, and any other receipts from subscribers derived from 
operating the telecommunications system to provide Telecommunications Services, including receipts 
from forfeited deposits, sale or rental of equipment to provide Telecommunications Services, late 
charges, interest and sale of program guides.  Gross revenues also include all income the Licensee 
receives from the lease of its facilities located in the public streets, roads and alleys, unless services 
that the lessee provides over the leased facilities are subject to a transaction privilege tax of the 
licensing authority.  Gross revenues do not include revenues from fees, taxes or other fees or charges 
that the Licensee collects and pays to any governmental authority, any increase in the value of any 
stock, security or asset, or any dividends or other distributions made in respect of any stock or securities. 
Right-of-Way (“ROW”) means the roads, streets, highways, and alleys and all other dedicated public 
rights-of-way and public utility easements of the City. 
Telecommunications means the transmission of information, between or among points specified by a 
user, of the user’s choosing, without change in the form or content of the information as sent and

received. Telecommunications does not include commercial mobile radio services, pay phone services, 
interstate services, Cable Services, information services, or the sale or leasing of Dark Fiber for 
transmission purposes. 
Telecommunications Services means the offering of Telecommunications for a fee directly to the 
public or to such users as to be effectively available directly to the public. Telecommunications Services 
does not include commercial mobile radio services, pay phone services, interstate services, Cable 
Services, information services, the sale or leasing of Dark Fiber for transmission purposes, or the sale 
or leasing of Conduit. 
AGREEMENT 
 
1. LICENSE; TERM 
1.1. 
License; Route.  The City hereby grants to Licensee a non-exclusive, revocable license to use 
the designated portion of the ROW (“Route”) subject to and conditioned upon Licensee’s full, 
timely, complete, and faithful performance of all obligations required under this Agreement. Such 
use of the Route will be for the sole purpose of operating and maintaining a wired network as 
described in this Agreement. The Route will be occupied by Licensee’s Conduit System, Fiber 
Optic Network, plant, equipment, and property used in the provision of communication and 
Telecommunication Services, including, but not limited to, poles, wires, pipe, Conduit, pedestals, 
antenna, Fiber Optic Cables, and other appurtenances placed in, on, or under the ROW 
(collectively, the “Licensee’s Facilities”) and is as reflected on the map (i.e. use area) in Exhibit 
A, incorporated herein and made a part hereof by this reference. For the avoidance of doubt, 
under no circumstances shall the Route include any other property other than the ROW. Licensee 
may request modification or expansion of the Route by submitting all required permits for 
construction to the City. Any modifications or expansions to the Route shall be governed by the 
terms and conditions of this Agreement and must be approved in writing by the City. Any 
modifications or expansions shall become part of the Route. Licensee shall not use any portion 
of the ROW that is abandoned by the City or removed from the City’s legal boundaries or for any 
purpose other than that expressly stated this Agreement. 
1.2. 
Term; Effective Date.  This Agreement is effective the date the last party signs (“Effective Date”) 
and shall remain in effect for five (5) years from the Effective Date (“Term”), unless sooner 
terminated. No provision of this Agreement may be construed to grant any automatic extension, 
renewal, or replacement thereof. 
1.2.1. Holdover.  If Licensee’s Facilities remain in the Route, and Licensee continues to use 
such Licensee’s Facilities beyond the expiration of the Term, the Agreement shall be 
considered to be in a “Holdover Term,” subject to the terms and conditions of this 
Agreement. Such Holdover Term, however, shall not exceed sixty (60) days beyond the 
expiration of the Term, and no permits will be issued to Licensee by the City until a new 
license agreement has been approved by the City Council. 
1.2.2. Failure by Licensee to have a valid license to use the Route or other ROW by the 
expiration of the Holdover Term shall result in immediate withdrawal and revocation of 
any existing permits issued by the City to Licensee. If, however, Licensee has timely filed 
its application and is in active negotiations with the City prior to the expiration of the 
Agreement, the City may, in its discretion, grant, extend, or take no action on permits 
issued to Licensee prior to the expiration of the Agreement.

1.3. 
Renewal.  The Term of this Agreement shall automatically renew for up to three (3) additional 
five (5) year periods each unless either Party notifies the other of its intent to not renew the Term 
within one-hundred eighty (180) days prior to the termination of the then-expiring Term of the 
Agreement. Licensee understands that the City may adopt future code amendments or fee 
schedules relating to use of the ROW, which may become applicable to this Agreement upon its 
initial or subsequent renewal. Licensee acknowledges the right of the City to adopt and 
implement such lawful code amendments and/or fee schedules. 
1.4. 
Amendments.  This Agreement may be amended only in writing and with the written approval of 
both parties., except as described herein. 
1.5. 
No Real Property Interest.  Notwithstanding any provision in this Agreement to the contrary, and 
notwithstanding any negotiation, correspondence, course of performance or dealing, or other 
statements or acts by or between the parties, Licensee's rights in the Route is limited to the 
license rights created by this Agreement, which creates a revocable (subject to the terms and 
provisions herein), non-exclusive license in the Route. The City and Licensee do not by this 
instrument intend to create a lease, easement or other real property interest. Licensee shall have 
no real property interest in the Route or any portion of the ROW. Licensee's rights hereunder are 
subject to all covenants, restrictions, easements, agreements, reservations and encumbrances 
upon, and all other conditions of title to, the Route. Licensee's rights hereunder are further subject 
to all present and future building restrictions, regulations, zoning laws, ordinances, resolutions 
and orders of any local, state or federal agency, now or hereafter having jurisdiction over the 
Route or Licensee's use thereof. 
1.6. 
“AS-IS” Condition.  Licensee is responsible for the study and inspection of the Route to be used 
pursuant to this Agreement and for determining the fitness for use intended by Licensee. The 
City expressly disclaims all warranties of merchantability or fitness for a particular purpose or 
absence of hazardous conditions associated with the Route and the ROW. Licensee accepts the 
Route and ROW in “AS-IS” condition, without representation or warranty of any kind by the City, 
its officers, agents, or employees, and subject to all applicable laws governing the use of the 
Route for the permitted uses allowed by this Agreement. 
1.7. 
Mapping Requirement.  Licensee shall maintain as-built drawings of Licensee’s Facilities located 
within the Route and furnish a copy to the City using as-builts in pdf and  dwg file types. Upon 
completion of new or relocation construction of Licensee’s Facilities in the Route, Licensee shall 
create and maintain precise, up-to-date maps of any of Licensee’s Facilities and the Route using 
as-builts in pdf and dwg file types and will make this information available to the City at least 
annually, or upon request of the City. The information provided by Licensee under this Section 
will be accurate to the best of Licensee's knowledge. Licensee shall make commercially 
reasonable efforts to provide accurate and useful information, and the City acknowledges that 
the information will be provided on an "as-is" and "as-available" basis. 
1.8. 
Dark Fiber and Other Uses.  To the extent Licensee occupies the ROW with empty Conduit 
and/or Dark Fiber and/or uses the ROW to provide services other than the Telecommunication 
Services as defined by this Agreement and A.R.S. § 9-581, such use or occupation of the ROW 
is subject to the terms and conditions of this Agreement and any applicable fees, permits, and 
laws. 
1.9. 
Cable System.  If Licensee obtains or seeks federal, state, or local approval to provide Cable 
Services over Licensee’s Facilities within the City, this Agreement shall remain in effect 
according to its terms, and Licensee shall continue to pay any fee required by this Agreement,

regardless of any legal or regulatory provisions, permits or other processes or rules that might 
now or hereafter provide otherwise. This Agreement does not allow Licensee to provide one-way 
transmissions by anyone directly to customers or any other type of video programming or other 
programming or transmission within the City that may be subject to a cable television license or 
franchise within the City’s boundaries. 
1.9.1. Licensee shall not use Licensee’s Facilities to provide Cable Services, cable television, or 
for open video service without the proper formal authorization by the City in separate 
agreements. 
1.9.2. Licensee may enter into User Contracts, as defined in Section 3.8, to allow third-parties 
to use Licensee’s Facilities for Cable Services, cable television, or for open video service 
only if the third-party has previously entered into the proper agreements with the City that 
allows the third-party to conduct such activities. 
2. USE OF THE ROW; PERMITS 
2.1. 
Maintenance of Licensee’s Facilities.  Licensee shall be solely responsible for all maintenance, 
repair, and operation of all utilities for Licensee’s Facilities under this Agreement. Licensee shall 
at all times repair and maintain Licensee’s Facilities and the Route at Licensee’s sole expense 
in accordance with industry, professional, state and federal mandated standards. 
2.2. 
Liability for Licensee’s Work.  For purposes of this Agreement, whenever work is done in the 
ROW or adjacent to the ROW as part of any work Licensee is performing in the ROW, Licensee 
agrees that it is solely responsible for the acts, errors, omissions, and any negligence of any or 
all persons, firms, partnerships, corporations, associations or other organization, or a 
combination of any of them, including any subcontractor hired and/ or used by Licensee, that 
performs services or provides goods relating to this Agreement and that the obligations of this 
Agreement are imposed on both Licensee and any of Licensee’s contractors (and any 
subcontractors used thereunder), who will be considered Licensee’s representatives and for 
whom Licensee will be responsible. 
2.3. 
Licensee and its employees, agents, contractors, and representatives shall comply with all ROW 
use requirements, including the following: 
2.3.1. Licensee shall ensure that Licensee’s Facilities are constructed, installed, operated, 
repaired, and/or maintained in accordance with the El Mirage City Code and established 
practices with respect to the ROW, including obtaining the proper permits prior to 
commencing any work and following all terms and conditions of such permits. 
2.3.2. Licensee’s use of the ROW shall be according to plans approved by the City Engineer, 
provided that such approval of plans shall not be unreasonably withheld or delayed. 
2.3.3. Licensee’s Facilities to be constructed, installed, operated, maintained, upgraded, and/or 
removed shall be located or relocated as to interfere as little as possible with traffic or 
other authorized uses within the ROW. Any phases of construction and/or installation 
relating to traffic control, backfilling, compaction, paving, and/or location or relocation of 
Licensee’s Facilities shall be subject to regulation by the City Engineer. 
2.3.4. Provided such guidelines complies with State and Federal law, the City may issue 
reasonable policy guidelines to all licensees/permittees with Telecommunications

Services and Right-of-Way Access Agreements to establish procedures for determining 
how to control the issuance of engineering permits to multiple licensees/permittees for the 
same one-mile segments of the ROW. Licensee agrees to cooperate with the City in 
establishing such policies with procedures established by the City Manager or his/her 
designee to coordinate the issuance of multiple engineering permits in the same one-mile 
segments of the ROW. 
2.3.5. Licensee and its employees, agents, contractors, and representatives are subject to the 
City’s exercise of its police, regulatory, and other governmental powers as the City now 
has or may later obtain to the same extent that such police, regulatory, and other powers 
are applied to all telecommunications and/or fiber occupants/users of the ROW, and a 
license or other agreement may not waive application of the same. The City shall have 
continuing jurisdiction and supervision over any facilities located within or on the ROW, 
including Licensee’s Facilities. Daily administrative, supervisory, and enforcement 
responsibilities are hereby delegated and entrusted to the City Manager or his/her 
designee to interpret, administer, and enforce the provisions of this Agreement. 
2.4. 
Permits before Construction/Installation.  Licensee may not install, construct, locate, or attach 
any Licensee’s Facilities to any property within the City, including the ROW, until Licensee has 
applied for and received approval for permits from the City Engineer. Licensee shall be solely 
responsible for any and all acts, errors, omissions, and negligence of Licensee’s contractors (and 
any subcontractors used thereunder) who are involved in the design, installation, construction, 
maintenance, repair, location, relocation, and/or any other activity involving Licensee’s Facilities 
subject to this Agreement. Licensee and Licensee’s contractors (and any subcontractors used 
thereunder) shall comply with all provisions of the El Mirage City Code, including off-site 
construction regarding streets and sidewalks and other applicable City and/or Maricopa County 
regulations. All rights hereunder are granted under the express condition that the City shall have 
the power at any time to impose lawful restrictions and limitations upon, and to make regulations 
as to Licensee’s use of the ROW as may be deemed best for the public interest, safety, or 
welfare, to the same extent that such restrictions and limitations are applied to all non-
governmental occupants/users of the ROW. 
2.5. 
Details/Specifications for Permits.  Licensee shall submit all applicable permit applications 
together with the details, plans, and specifications for City review and approval, and pay all 
applicable application, review, and inspection fees, prior to any and all construction work to be 
performed pursuant to this Agreement.  
2.6. 
Stipulations.  Licensee and its contractors shall abide by all stipulations of all licenses and permits 
issued to the extent that such stipulations are applied to all telecommunications and/or fiber 
occupants/users of the ROW. 
2.7. 
Permits for Relocation.  If Licensee desires to change the location of any portion of Licensee’s 
Facilities from the initial permit application(s), Licensee shall apply for and obtain approval for an 
amendment to the permit prior to installation or construction, which approval shall not be 
unreasonably withheld or delayed. 
2.8. 
Criteria for Approval.  The City will approve or deny applications based on the availability of space 
at the location(s) sought by Licensee, safety, and other considerations in accordance with the El 
Mirage City Code, the City’s practices, applicable ROW construction regulations, and other 
applicable laws.

2.9. 
Construction Standards.  All of Licensee’s Facilities placed in the ROW shall be constructed 
using industry standard boring and trenching construction methods. Other material placed in the 
ground may include, but not be limited to, concrete manholes,  pull boxes/handholes and HDPE 
couplings and elbows, Fiber Optic Cable, splice cases, tracer wire, grounding material, mule 
tape, jet string and conduit plugs. Licensee and/or its contractors shall install new Conduit and 
access points (e.g. manholes, pull boxes) using industry standard practices and in full 
compliance with the Uniform Standard Specifications for Public Works Construction sponsored 
and distributed by the Maricopa Association of Governments (“MAG”) as amended from time to 
time, the City’s supplements to MAG, and the City’s Engineering Design & Development 
Standards Manual (“DDSM”). 
2.9.1. Aerial Facilities.  In accordance with the DDSM, Licensee may place Fiber Optic Cables 
above ground along the Route where there are existing aerial/aboveground facilities. If 
such existing aerial/aboveground facilities are subsequently relocated underground, 
Licensee shall relocate its then-existing aerial/aboveground Fiber Optic Cables 
underground in those locations and locate any new Fiber Optic Cables underground in 
those locations. 
2.10. Written Approval for Changes.  Licensee shall obtain written approval from the City Engineer or 
its designee if Licensee desires to change any components of any Licensee’s Facilities, which 
approval shall not be unreasonably withheld, delayed, or denied. 
2.11. Work Restrictions/Requirements.  Licensee shall comply with and ensure that its contractors 
comply with the City of El Mirage Traffic Control Plan Policy (“El Mirage TCP Policy”), as 
amended from time to time, herein incorporated by this reference. All of Licensee’s work under 
this Agreement shall follow the El Mirage TCP Policy, which includes defined road types, 
allowable hours of work and holiday/event restrictions, and other work requirements and 
restrictions. The City will provide the El Mirage TCP Policy as requested, or which may be found 
on the City of El Mirage website. 
2.12. Right to Inspect.  The City shall have the right, but not the obligation, to inspect all construction 
and/or installation work performed subject to the provisions of this Agreement and to make such 
tests occur as the City deems necessary to meet the City’s standards, the El Mirage TCP Policy, 
the MAG Uniform Standard Specifications and Standard Details for Public Works Construction, 
and any and all applicable City supplements thereto. 
2.13. Common Installations.  Licensee shall reasonably coordinate the installation of Licensee’s 
Facilities with other utilities and the City to accommodate opportunities for common installation. 
Nothing herein shall require Licensee to incur any material additional expense to accommodate 
common installations. 
2.14. Boring; Street Openings.  Although the exact placement and location of Licensee’s Facilities shall 
be determined by the City through the permitting process, Licensee has expressed its intent and 
the City has expressed its desire to have such Licensee’s Facilities installed outside of the paved 
street area whenever such location is feasible and reasonable. If Licensee intends to place 
Licensee’s Facilities by directional boring under such streets when feasible and reasonable, said  
proposed bore profiles based on vacuum pothole information shall be part of the engineered 
plans to be submitted to the City. Arterial streets shall not be bored, unless approved by the City 
Engineer in writing. In the event that a street opening in the pavement cannot be avoided, 
Licensee agrees to pay a fee in accordance with the City’s Development Services Fee Schedule,

as amended from time to time, and the El Mirage City Code (including trenching permit fees and 
fees for excavation in paved streets) as amended from time to time. 
2.15. Dedicated Personnel.  Licensee shall provide and identify a representative (project manager) 
who shall be the contact person for the City during any construction periods. 
2.16. Adjacent Property-Owners.  Licensee shall provide written notice to adjacent property-owners, 
or other individuals or entities having lawful control of adjoining property, of any activity by 
Licensee that may interfere with access to such adjoining property during construction activities 
or other operations, except to the extent that this requirement to maintain access is waived in 
writing by the adjacent property-owner or other individual or entity having lawful control of such 
adjoining property. If an emergency requires activity without such written notice, Licensee shall 
use commercially reasonable efforts to provide timely actual notice to the adjacent property-
owner or other individual or entity having lawful control of such adjoining property. Upon request, 
Licensee shall promptly provide the City with the documentation of such permission from such 
affected property owner. 
2.17. Opening/Alteration.  Whenever Licensee or Licensee’s contractors (and any subcontractors used 
thereunder) shall cause any opening or alteration to be made for any purpose in any public 
streets or public places, the opening or alteration shall be completed and restored with due 
diligence and due haste, but not more than seven (7) business days following completion of 
Licensee’s work which necessitated such opening or alteration, weather permitting. Licensee 
shall upon the completion of the opening or alteration, restore the property, improvements or 
landscaping disturbed by Licensee or Licensee’s contractors (and any subcontractors used 
thereunder) to a condition substantially comparable to the condition before the opening or 
alteration and the restoration shall be performed with due diligence within a reasonably prompt 
time. 
2.18. Restoration.  After any work, installation, repair, maintenance, replacement, or relocation work 
performed in the Route, Licensee shall restore all disturbed areas of the Route, affected ROW, 
and any affected surrounding property to the same condition than existed immediately prior to 
the commencement of the installation, repair, maintenance, replacement or relocation work 
except to the extent additional improvements are required by state or federal law, including but 
not limited to the Title II of the Americans with Disabilities Act.  Such restoration includes repair 
and/or replacement to the City’s standards, rules, and policies (as amended from time to time) 
all pavement, sidewalks, curbs, landscaping, or other City improvements that may be disturbed 
or damaged by Licensee’s activities or work under this Agreement. 
2.19. Clean; Removal of Debris.  Licensee and/or its contractors shall, during construction and upon 
completion of the work, remove all temporary construction facilities, debris, and unused materials 
provided for in the work, and put the work site, the Route, and the ROW in a safe, neat, and 
clean condition. 
2.20. Safety.  Licensee and its contractors shall be solely and completely responsible for the conditions 
of any job site, including safety of all individuals (including employees) and property, during 
performance of the work. This requirement shall apply continuously and is not limited to normal 
working hours. The safety provisions herein shall conform to all applicable federal (including 
OSHA), state (including ADOSH), and local laws, ordinances, codes, and regulations. Where 
any of these are in conflict, the stricter requirement shall be followed. Licensee’s failure to 
thoroughly familiarize itself with the aforementioned safety provisions shall not relieve Licensee 
from compliance with these provisions.

2.21. Traffic Control.  Licensee shall comply with the following traffic control requirements: 
2.21.1. Licensee’s traffic control shall comply with the City of El Mirage Traffic Control Plan Policy, 
herein incorporated by this reference. Licensee shall follow the guidelines contained in 
the latest editions of the Manual on Uniform Traffic Control Devices (“MUTCD”), herein 
incorporated by this reference, and the City of Phoenix Traffic Barricade Manual, herein 
incorporated by this reference. Licensee shall additionally comply with any special 
provisions herein. 
2.21.2. At the time of the pre-construction conference, Licensee or its subcontractors shall 
designate an individual who is well qualified and experienced in construction traffic control 
and safety, to be responsible for implementing, monitoring, and altering traffic control 
measures as necessary to ensure that traffic is carried through the work area in an 
effective manner and that motorists, pedestrians, bicyclists, and workers are protected 
from hazards and accidents. At the same time, the City shall designate a representative 
who will be responsible for ensuring that all traffic control and traffic control alterations are 
implemented per the traffic control specifications as defined in the approved traffic control 
plan. 
2.21.3. Licensee shall have the full responsibility and liability for traffic control for a project. 
Licensee shall submit a traffic control plan (“Traffic Control Plan”) to Engineering for 
approval not less than five (5) business days prior to beginning work under this 
Agreement. The Traffic Control Plan shall include all motor vehicles, bicyclists, and 
pedestrians. Licensee shall not begin construction until the Traffic Control Plan is 
approved by the City. An approved Traffic Control Plan shall be maintained onsite during 
all phases of construction; otherwise, construction will cease until the Traffic Control Plan 
is approved. During construction it may be necessary to alter traffic control as approved 
by Engineering. Alterations to traffic control shall be in accordance with City of El Mirage 
Traffic Control Plan Policy, the latest edition of the MUTCD, and/or the latest edition of the 
City of Phoenix Traffic Barricade Manual. The most restrictive manual shall apply. 
Licensee shall pay any and all applicable Temporary Traffic Control fees. 
2.21.4. In the event Licensee or Licensee’s contractors (and any subcontractors used thereunder) 
damages any traffic signal equipment, traffic signal conduit, loop detectors, and/or circuits, 
Licensee shall have repaired immediately at its expense by an electrical contractor that 
has had traffic signal experience and who is pre-approved by the City. Any damage 
repaired by the City will be billed to Licensee at cost. City must follow all Arizona 811 
requirements to locate any underground facilities. Notwithstanding anything to the 
contrary in this Agreement or state 811 requirements, if Licensee damages any City 
underground traffic signal infrastructure due to City’s failure to locate infrastructure, then 
Licensee will not be responsible for fixing damage caused or reimbursing City for costs 
related to remediation of such damage. 
2.21.5. Licensee shall notify all adjacent and/or affected residents and/or businesses in advance 
of any street, alley, sidewalk, and driveway closures per the Traffic Control Plan Policy so 
that they can make suitable arrangements to have all vehicles moved to a satisfactory 
location outside the closed area. 
2.21.6. Pedestrian access shall be maintained along the length of the project at all times per the 
requirements of the ADA and as approved by Engineering. If Pedestrian access is unable

to be maintained, Licensee and City will work to identify optimal alternatives to ensure 
ADA compliance, where applicable.  
2.22. Arizona 811.  Licensee and Licensee’s contractors (and any subcontractors used thereunder) 
shall comply with A.R.S. §§ 40-360.21 through 40-360.32 and participate as a member of Arizona 
811 with the necessary records and persons to provide location service of Licensee’s Facilities 
upon receipt of a locate call or as promptly as possible, but in no event later than two (2) working 
days. A copy of the agreement or proof of membership shall be filed with the City Engineer. 
2.23. Compliance with Laws.  Licensee shall comply with all applicable laws as amended from time to 
time including the El Mirage City Code, Arizona law, and federal law in the exercise and 
performance of its rights and obligations under this Agreement. If it is necessary for Licensee to 
comply with any law or regulation of the Federal Communications Commission (“FCC”) or the 
ACC to engage in the business activities anticipated by this Agreement, Licensee shall comply 
with such laws or regulations. 
3. NON-EXCLUSIVITY; THIRD-PARTY CONTRACTS 
3.1. 
Non-Exclusive.  This Agreement and license are non-exclusive and nothing herein shall prevent 
the City from granting like or similar privileges to any other individual or entity, provided that the 
exercise of such right will not require any of Licensee’s existing Facilities to be unreasonably 
interfered with or relocated except as expressly required herein. 
3.2. 
City’s Control of ROW.  Any and all rights granted to Licensee shall be subject to the prior and 
continuing right of the City to use and manage the ROW exclusively or concurrently with any 
individuals and/or entities and to manage the City’s own conduit, fiber optic cables, or facilities. 
The City shall have full authority to regulate, on a non-discriminatory basis, use of the Route and 
the ROW and to resolve competing demands and preferences regarding use of the Route and 
the ROW and to require Licensee to cooperate and participate in implementing such resolutions. 
Without limitation, the City may take any or all of the following into account in regulating use of 
the Route and the ROW: 
3.2.1. All timing, public, operational, financial, and other factors affecting existing and future 
proposals, needs, and plans for Competing Activities, as defined in Section 3.6; 
3.2.2. All other factors the city may consider relevant, whether or not mentioned in this 
Agreement; and/or 
3.2.3. Differing regulatory regimes and/or laws applicable to claimed rights, public benefits, 
community needs, and all other factors relating to Competing Activities, as defined in 
Section 3.6. 
3.3. 
Accommodate City’s Activities.  Nothing in this Agreement shall be construed to prevent the City 
from abandoning, altering, improving, repairing, or maintaining its facilities and/or the ROW, and 
for that purpose to require Licensee, on a non-discriminatory basis and at no expense to the City, 
to remove, relocate, or abandon in place Licensee’s Facilities in order to accommodate the 
activities of the City. The City shall not be liable for lost revenues sustained by Licensee, however 
caused, because of damage, modification, alteration, or destruction of Licensee’s Facilities in the 
ROW, when such costs or lost revenues result from the construction, operation, and/or 
maintenance of City facilities and/or the ROW, provided that the activities resulting in such costs 
or lost revenues are conducted in accordance with applicable laws and regulations.

3.4. 
City’s Authority.  There is hereby reserved to the City every right, authority and power required 
pursuant to this Agreement to be herein reserved or provided by any lawful ordinance or law, 
and Licensee by its execution of this Agreement agrees to be bound thereby and to comply with 
any lawful action or lawful requirements of the City in its exercise of such rights, authority or 
power, heretofore or hereinafter enacted or established. Neither the granting of any agreement 
or license nor any provision hereof shall constitute a waiver or bar to the exercise of any lawful 
governmental right, authority or power of the City. 
3.5. 
Interference with Communications Operations.  Licensee shall not install, operate, or allow the 
use of any equipment, methodology, or technology that may or would interfere with the optimum 
effective use or operation of the City’s existing or future fire, emergency, or other communications 
equipment, methodology, or technology. Licensee shall be responsible to ensure compliance 
with this requirement by all persons using the Route through or under Licensee. If such 
interference should occur, Licensee shall immediately discontinue using the equipment, 
methodology, or technology that causes the interference until Licensee takes corrective 
measures to cease such interference or alter the Route  
3.6. 
Competing Activities.  Licensee accepts the risk that there may exist, now or in the future, all 
manner of work and improvements upon the ROW (“Competing Activities”). Competing Activities 
include, but are not limited to, construction, erection, installation, use, operation, repair, 
replacement, removal, relocation, raising, lowering, widening, or realigning, whether above, 
upon, or below the surface of the ROW and whether occasioned by the existing or proposed 
uses of the ROW or existing or proposed uses of adjoining or nearby land, (i) all manner of 
streets, sidewalks, alleys, trails, ways, and traffic control devices of every description, (ii) all 
manner of other transportation facilities and their appurtenances, (iii) all manners of pipes, wires, 
cables, conduits, sewers, storm drains, pumps, valves, switches, conductors, connectors, poles, 
supports, access points and guys of every description, (iv) all manner of other utility facilities and 
their appurtenances, (v) all manner of canals, drains, bridges, underpasses, culverts and other 
encroachments of every description and all manner of other facilities and their appurtenances, 
and (vi) all other uses of the ROW that the City may permit from time to time. 
3.7. 
Subordinate Rights.  Any right or privilege claimed pursuant to this Agreement by Licensee for 
any use of the ROW shall be subordinate to: (i) any prior or subsequent lawful occupancy or use 
thereof by the City or any other governmental entity; (ii) any prior lawful occupancy or use thereof 
by any other individual or entity; and (iii) any prior easements therein, provided however, that 
nothing herein shall extinguish or otherwise interfere with the property rights established 
independent of this Agreement. Licensee shall not obstruct, impede, disrupt, or interfere with or 
prevent any Competing Activities or any person or entity that has prior or subsequent rights to 
use the Route and/or ROW. 
3.8. 
Third-Party Contracts.  Licensee may enter into contracts with third-parties, which may include 
but not be limited to Licensee’s customers, (“ROW End-Users”) in the ordinary course of 
Licensee’s business for use of Licensee’s Facilities within the Route, subject to this Agreement. 
Such contracts with ROW End-Users (“End-User Contracts”) are subject to all terms and 
conditions of this Agreement, including the following: 
3.8.1. No ROW End-User shall transmit data over Licensee’s Fiber Optic Network, use 
Licensee’s Facilities, or use the Route for any purpose, except under an End-User 
Contract with Licensee; and

3.8.2. ROW End-Users shall not perform any construction, maintenance, repair, or any other 
work in the ROW, unless a ROW End-User has a separate agreement with the City to do 
so. 
3.9. 
Disruption by Others.  The City and its officials, agents, employees, or contractors shall not be 
liable to Licensee or its customers, the ROW End-Users, or other contractors for any service 
disruption or for any other harm caused to them or the Route due to Competing Activities. 
3.10. Compliance with Agreement.  Licensee shall cause all persons and/or entities using the ROW 
through or under Licensee or this Agreement to comply with all terms and conditions of this 
Agreement. Licensee is responsible for any and all violations of this Agreement by persons 
and/or entities using the ROW through or under Licensee or this Agreement. 
4. FEES 
4.1. 
City’s Right of Fair and Reasonable Compensation.  By entering into this Agreement, neither 
party waives any current or future rights reserved under the law or the Telecommunications Act 
of 1996, including, but not limited to, those rights pursuant to Section 253(c) that reserve the 
City’s right to manage the ROW and to require fair, non-discriminatory and reasonable 
compensation from Licensee for use of the ROW. 
4.2. 
Licensee’s Payments.  Licensee shall pay to the City each of the following separate and 
cumulative amounts (collectively, the “Licensee Payment”): 
4.2.1. An amount (the “Annual Fee Payment”) based on Licensee’s use of the Route to provide 
interstate telecommunications services as such services are defined by A.R.S. § 9-
583(C)(2), for any leasing/licensing of fiber to third-parties, the placement or 
leasing/licensing of empty Conduit, the placement or leasing/licensing of any Dark Fiber, 
and/or as otherwise described in section 4.3, provided that in no event shall multiple 
Annual Fee Payment(s) be due for any given linear foot of trench containing a mix of the 
foregoing Facilities, Conduit and/or Dark Fiber. 
4.2.2. An amount (the “Permit Fee Payment”) based on Licensee’s permit review and other costs 
as set out below. 
4.2.3. An amount (the “Violation Fee Payment”) based on certain breaches by Licensee of this 
Agreement as set out below. 
4.2.4. An amount (the “Transaction Privilege Tax”) based on any qualifying services under the 
El Mirage Tax Code. 
4.2.5. All other amounts required by this Agreement. 
4.3. 
Annual Fee Payment Amount.  The amount of the Annual Fee Payment shall be eighty-nine 
cents ($0.89) per linear foot of installed trench in the ROW.  
4.3.1. On each annual anniversary of the Effective Date, Licensee will report to the City the 
amount of linear feet of trench or installed in the ROW or on other City-owned property. 
The Annual Fee Payment for the coming year is calculated by multiplying the current 
annual per linear foot fee, as adjusted by annual CPI under section 4.6 for the year of 
payment, by the linear footage of trench  installed in the ROW or on other City-owned 
property. The City must receive the Annual Fee Payment before the City will issue any

new encroachment permits for additional Facilities or equipment in the ROW or other City-
owned property. 
4.3.2. The Annual Fee Payment shall be adjusted annually as set forth in this Section.  
Commencing on the first anniversary of the Commencement Date (being the start of Year 
2), and during the Term on each annual anniversary thereafter, the adjusted fee payment 
amount shall be the Annual Fee Payment established for the immediately preceding Year 
as increased by the percentage increase, if any, in the CPI-U (as defined below) from the 
Base Year 1st Half (as defined below) to the Current Year 1st Half (as defined below). 
The "CPI-U" means the Consumer Price Index, All Items, for All Urban Consumer, 
Phoenix Area, published by the Bureau of Labor Statistics of the United States 
Department of Labor (the “Bureau”). The period from January to June immediately 
preceding the then-current anniversary of the Commencement Date shall be the “Current 
Year 1st Half,” and the period from January to June for the year before that shall be “Base 
Year 1st Half.” (For example, if the Commencement Date were September 1, 2019 and 
the increase in the Annual Fee Payment were being calculated for the Year beginning 
September 1, 2020, then the increase would be the increase in the CPI-U from 1st Half 
2019 to 1st Half 2020). In no event may the adjusted fee be less than the Annual Fee 
Payment for the prior year. If the Bureau ceases publishing the Consumer Price Index, or 
materially changes the method of its computation or other features thereof, the City shall 
substitute therefore a comparable index that is reasonably acceptable to both parties and 
is based upon changes in the cost of living or purchasing power of the consumer dollar 
published by any governmental agency, responsible financial periodical, trade 
association, or educational institution. For example, which shall be used only as an 
example: 
 
 
4.3.3. Notwithstanding the above, Licensor and Licensee agree that the Annual Fee Payment 
shall not be greater than an amount equal to five percent (5%) of Licensee’s Gross 
Revenues during each computation period for the Annual Fee Payment; however, such 
5% annual cap shall only apply once Licensee has paying customers in the Route which 
are deemed Gross Revenues. Until Licensee has such paying customers that would be 
deemed Gross Revenues under this Agreement, Licensee will be subject to the Annual 
Fee Payment in full with no cap. If at any time Licensee no longer has paying customers 
or otherwise does not receive any Gross Revenues subject to the 5% cap, the Annual Fee 
Payment shall resume with no cap until such a time that Licensee again has applicable 
paying customers. The City shall have the right, at any time, to require written 
documentation to show that Licensee obtains paying customers; Licensee shall promptly 
comply with providing such documentation. 
4.3.4. Notwithstanding the above, Licensor and Licensee may make an in-kind exchange in 
connection with the Annual Fee Payment, with the Licensor installing City Conduit or fiber 
at specific locations at the City's election.

4.4. 
Appropriate Taxes.  Licensee shall pay any applicable city, county and state transaction privilege 
and use taxes. Such taxes are in addition to any non-tax amounts owed by Licensee pursuant 
to this Section.  
4.5. 
Permit Fee Payment Amount.  Licensee shall pay all applicable construction permit fees, 
including charges for encroachment permit applications, issuance, inspection, testing, plan 
review, and any other fees adopted by the City and applicable to persons doing work or 
encroaching in the ROW. 
4.6. 
Adjustments.  All fixed dollar amounts stated in this Agreement shall be automatically adjusted 
upward annually on July 1st following the completion of the first anniversary of the 
Commencement Date. The adjustment shall be made on the basis of changes in the United 
States Consumer Price Index for all Urban Consumers (CPl-U), Phoenix Area, all items, 
published by the United States Bureau of Labor Statistics (the "Cost of Living Index''). The 
amount of each adjusted amount shall be calculated as described in Section 4.3.2. This 
computation is expressed by the following formula: 
 
Provided, that in no event shall any amount be adjusted downward from any previous period. If 
the Cost of Living Index has not been published on any adjustment date, the City shall have the 
right to estimate the Cost of Living Index and to make the adjustments based on such estimate, 
subject to adjustment when the actual figures become known. If such Cost of Living Index shall, 
for any reason whatsoever, not be published or readily identifiable at the adjustment date, an 
index published by any state or federal agency or an index, formula or table accepted generally 
by the real estate profession shall be used as chosen by the City in the City's reasonable 
discretion. Any delayed adjustment shall be effective retroactively. For example, which shall be 
used only as an example: 
 
4.7. 
Licensee Payments Cumulative.  All items of Licensee Payments shall be cumulative and 
separate from each other. 
4.8. 
Licensee Payment Schedule.  Except as specifically provided elsewhere for Violation Fee 
Payment, Licensee shall pay all Licensee Payments on the following schedule: 
4.8.1. Licensee shall pay Annual Fee Payment by the anniversary date of each year of this 
Agreement. 
4.8.2. Licensee shall pay Permit Fee Payment at the times and in the amounts specified by the 
City’s normal processes for permitting, including construction permits, encroachments,

issuances, inspections, testing, plan review, and other processes applicable to persons 
doing work or encroaching in the ROW. 
4.8.3. All other Fee Payment shall be payable quarterly in arrears on the last calendar day of the 
first month of the next calendar quarter. For example, the Violation Fee Payment for the 
first calendar quarter of a year shall be payable on or before April 30. 
4.9. 
Fee Payment Amount Report.  Each installment of Licensee Payment, other than Permit Fee 
Payment, shall include a report showing the manner in which each component of the Licensee 
Payment was calculated. The report shall summarize the transactions giving rise to the License 
Payment. 
4.10. Damage Fees.  Licensee shall pay all reasonable costs associated with any damage caused by 
Licensee or its subcontractors, employees, or agents to the ROW or other public property. 
4.11. Violation Fee Payment.  During the Term of this Agreement, the City may suffer certain money 
damages in the form of administrative cost and inconvenience, disharmony among Competing 
Activities, and general inconvenience in ROW use by the City, Competing Activities, and the 
public as a result of an uncured violation of this Agreement by Licensee (“Inconvenience Costs”). 
Assessing the actual damages for these Inconvenience Costs may be impracticable to 
determine. In lieu of paying the actual damages for these Inconvenience Costs, the City may 
assess Violation Fee Payments against Licensee to cover the damages that caused the 
Inconvenience Costs and is as described in Section 4.11.1. The Violation Fee Payments will be 
assessed with the processes described in Section 4.11.2. The Violation Fee Payments are only 
intended to remedy the Inconvenience Costs that the City suffers. Licensee's payment of 
Violation Fee Payment does not in any way excuse any breach by Licensee of this Agreement, 
limit in any way the City's obtaining any other legal or equitable remedy provided by this 
Agreement or otherwise for such breach or relieve or detract from Licensee's indemnity and 
insurance obligations under this Agreement, which shall apply according to their terms.  If the 
City determines to exercise any other legal or equitable remedy provided by this Agreement or 
otherwise, City may not, in addition to such remedy, assess a Violation Fee Payment.  Except 
for any failure to properly restore the public ROW under 4.11.1.1, or other violation of this 
Agreement by Licensee that in the City’s sole determination may impact the health, safety, or 
welfare of the public, City shall use reasonable efforts to notify Licensee of any violation of this 
Agreement and permit Licensee an opportunity to cure such violation in accordance with the 
applicable cure period in this Agreement or as otherwise agreed by City. 
4.11.1. The Violation Fee Payments per calendar day or part thereof are as follows:  
4.11.1.1. The amount of Six Hundred Dollars ($600.00) per calendar day for Licensee's 
failure to properly restore the public ROW or to correct related violations of 
specifications, code, ordinance or standards within ten (10) calendar days after the 
City's notice to correct such defects except where such curative efforts by Licensee 
are precluded by a force majeure event. Such Violation Fee Payment shall be in 
addition to any cost the Licensor may incur to restore the ROW or correct the 
violation. 
4.11.1.2. Following a ten (10) day notice to cure, the amount of Two Hundred Fifty Dollars 
($250.00) per calendar day for each failure to make Licensee's books and records 
available as required by this Agreement.

4.11.1.3. The amount of Five Thousand Dollars ($5,000.00) for any unauthorized partial or 
total assignment of this Agreement. 
4.11.1.4. The amount of Five Hundred Dollars ($500.00) per instance of any other action or 
non-action by the Licensee in violation of this Agreement that causes 
Inconvenience Costs and that is not cured after three (3) calendar days’ notice. 
4.11.2. Process for assess a Violation Fee Payment: 
4.11.2.1. If the City determines that Licensee is liable for Violation Fee Payment, then the 
City shall issue to Licensee a notice of the City's assessing a Violation Fee 
Payment. The notice shall set forth the nature of the violation and the amount of 
the assessment. 
4.11.2.2. Licensee shall have thirty (30) calendar days after receipt of the notice to pay the 
Violation Fee Payment or provide the City written objection contesting the assertion 
of noncompliance.   
4.11.2.3. If Licensee fails to respond to the notice, Licensee shall pay the Violation Fee 
Payment. 
4.11.3. Except as may be expressly stated in this Section 4, no cure period applies to the accrual 
of Violation Fee Payment. 
4.11.4. Licensee may elect to draw upon the letter of credit to collect an unpaid Violation Fee 
Payment 
4.12. Deadlines for Annual Fees.  For any annual payment(s) owed, Licensee shall make such 
payment(s) to the City within thirty (30) calendar days after the Effective Date and after the 
anniversary of the Effective Date for the duration of the Term. 
4.13. Late Fees.  Licensee agrees that if it fails to pay any amounts owed to the City by the time 
prescribed for payment, Licensee shall pay interest on the amounts owed at the rate of one 
percent (1%) per month. 
4.14. Requirement of Insurance, Performance Bond, and Letter of Credit.  Prior to any work being 
performed in the ROW, Licensee shall secure all performance bond requirements in this 
Agreement and provide the City with all insurance requirements prior to the commencement of 
any work, including all certificates of insurance required by this Agreement. 
4.15. Performance Bond. 
4.15.1. Prior to receiving any permit to construct, install, maintain or perform any work on public 
property, Licensee shall cause to be filed and maintain until completion of the 
construction, a faithful performance bond in favor of City in the sum of One Hundred 
Thousand Dollars ($100,000.00) or 125% of the amount of the construction costs 
(whichever is greater) to guarantee that Licensee shall observe, fulfill and perform each 
and every term of this Agreement. In case of any breach of any condition of this 
Agreement, any amount of the sum of the bond, up to the whole thereof, may be forfeited 
to compensate the City for any damages it may suffer by reason of such breach. Said 
bond shall be acknowledged by Licensee, as principal, and shall be issued by a surety 
with an AM Best rating of A-VII or better for the last four quarters. The City and Licensee

agree that the process and procedure for drawing upon, curing, and replenishing the 
performance bond shall be the same as set forth below for the security fund. 
4.15.2. If Licensee has completed the above construction and requests that the bond be released, 
the City must inspect and approve the construction prior to such release. However, a 
performance bond will be required for each subsequent or additional construction project 
and/or work on public property. 
4.16. Letter of Credit. 
4.16.1. Prior to applying for any permit to construct, install, maintain or perform any work in the 
ROW which requires a construction permit from the City pursuant to applicable El Mirage 
City Codes, Licensee shall, as an alternative to Section 4.15.1, provide either a cash 
deposit into a suitable interest-bearing account, established by the City, or a domestic 
irrevocable standby letter of credit, in the sum of not less than Fifty Thousand Dollars 
($50,000.00) as security for the faithful performance by it of all the provisions of this 
Agreement, and compliance with all orders, permits and directions of any agency of the 
City having jurisdiction over its acts or defaults under the Agreement and license issued 
pursuant thereto, and the payment by the Licensee of any claims, liens and taxes due the 
City which arise by reason of the construction, operation or maintenance of the Fiber Optic 
Network (the “security fund”). The City shall have the full power of withdrawal of funds 
from the account or letter of credit except that all interest accrued shall be payable to the 
Licensee on demand. No withdrawals shall be made from the security fund without the 
prior written approval of the City Engineer and ten (10) days' prior written notice of intent 
to withdraw to Licensee. 
4.16.2. Within twenty (20) days after notice to Licensee that any amount has been withdrawn by 
the City from the security fund, Licensee shall deposit a sum of money or present to the 
City an additional irrevocable letter of credit sufficient to restore such security fund account 
to the original amount. 
4.16.3. If Licensee: (i) fails, within ten (10) business days of a notice of intent to draw on the 
security fund, to either dispute the notice in writing or to pay the City any taxes or fees 
due and unpaid or any damages, costs or expenses which City shall be compelled to pay 
by reason of any act or default of Licensee in connection with this Agreement; or (ii) fails, 
within thirty (30) days of such notice of failure from the City to dispute the notice in writing, 
or comply with any provision of this Agreement which the City reasonably determines can 
be remedied by an expenditure of funds from the security fund; the City may immediately 
withdraw the amount thereof from the security fund. Upon such withdrawal, the City shall 
notify Licensee of the amounts and date thereof. 
4.16.4. The rights reserved to the City, with respect to the security fund, are in addition to all other 
rights of the City whether reserved by this Agreement or authorized by law, and no action, 
proceeding or exercise of a right with respect to such security fund shall affect any other 
right City may have. 
4.16.5. Licensee shall be entitled to the return of such security fund, or portion thereof, as remains 
on deposit at the expiration of the term of the Agreement or upon termination of the 
Agreement at an earlier date, provided that there is then no outstanding default on the 
part of the Licensee. Any funds that the City erroneously or wrongfully withdraws shall be 
returned to Licensee within thirty (30) calendar days of such a determination.

4.17. In Kind.  This Agreement does not currently require any in-kind payment to City by Licensee. 
However, if Licensee has not paid any fees required under Section 4, the Parties may agree in 
writing to new in-kind payments to offset to any fees not paid by Licensee to the extent permitted 
by law. This subsection imposes no obligation on the City to agree to offset any fees in this 
Agreement or in any future agreement. 
4.18. Audits.  The City shall have the right to audit or otherwise inspect relevant documentation and 
relevant books and records for the City's inspection,, to the extent reasonably necessary to 
confirm compliance with this Agreement, including proper payment of all fees under this Section 
4. Such documentation can include information on the type of services Licensee is offering its 
customers (but not information disclosing any particular service being provided to a specific 
customer, and/or any customer identifying information) and/or the financial information used in 
calculating any payments or taxes/fees due to the City under this Agreement.. 
5. RELOCATION 
5.1. 
Licensee shall relocate, at no expense to the City, any of Licensee’s Facilities, or other 
encroachment installed or maintained in, on or under any public place or ROW, as may be 
necessary to facilitate any public purpose or any City or other governmental project whenever 
directed to do so by City. Such relocations shall be accomplished in accordance with the 
directions from City and shall be pursuant to the same terms and conditions as the initial 
installation allowed pursuant to this Agreement and any applicable issued permits. Within ninety 
(90) days after service of notice by the City, Licensee shall remove the designated portions of 
Licensee’s Facilities, or in the event that, by the nature of the removal such removal cannot be 
performed within the ninety-day period, Licensee shall take reasonable steps to remove 
Licensee’s Facilities and diligently prosecute the removal to completion, and, if requested, 
restore the sidewalks and other ROW to a condition comparable to the condition before the 
construction of the public improvement at no cost and expense to the City. 
5.2. 
Licensee agrees to obtain a permit as required by this Agreement prior to removing, abandoning, 
relocating, or reconstructing any portion of Licensee’s Facilities on public property or ROW. 
Notwithstanding the foregoing, the City understands and acknowledges there may be instances 
when Licensee is required to make repairs that are of an emergency nature or in connection with 
an unscheduled disruption of Licensee’s Facilities. Licensee will maintain any annual permits 
required by the City for such maintenance and emergency repairs. Licensee will notify the City 
before undertaking the emergency repairs and will apply for and obtain the necessary permits in 
a reasonable time after notification. 
5.3. 
If the City needs to perform any part of the necessary relocation or removal work that has not 
been done within the time required by the City, it shall be entitled to seek payment for such actual 
relocation costs and if Licensee does not pay such actual relocation costs within thirty (30) days, 
the City may draw upon the performance bond or letter of credit required pursuant to Section 4. 
5.4. 
The City has no obligation to relocate or otherwise move Licensee’s Facilities, any City-owned 
facilities, Conduit, or Fiber Optic Cables, ROW Users’ Facilities, or any other Facilities of persons 
or entities lawfully using the ROW.  The City shall require that third parties be responsible for 
relocation work of Licensee’s prior existing Licensee Facilities in the ROW not necessitated by 
the City. 
5.5. 
Any relocation work performed by Licensee or its contractors shall be subject to and comply with 
this Agreement.

6. DAMAGE TO PUBLIC PROPERTY 
6.1. 
In addition to any indemnity obligation under this Agreement, whenever the installation, use, 
maintenance, removal, or relocation of any of Licensee’s Facilities is required or permitted 
hereunder, and such installation, removal, or relocation damages or disturbs the surface or 
subsurface of any ROW or public property or any public improvement that may be located 
thereon, therein, or thereunder, however such damage or disturbance was caused, Licensee, at 
its sole cost and expense, shall promptly restore the surface or subsurface of the ROW or public 
property and/or repair or replace the surface, subsurface and/or public improvement therein, or 
thereunder, in as good a condition as before in accordance with applicable laws, normal wear 
and tear excepted, reasonably satisfactory to the City Engineer. If Licensee does not repair the 
damage or disturbance as just described, then City shall have the option, upon ten (10) business 
days’ prior written notice to Licensee, to perform or cause to be performed such reasonable and 
necessary work on behalf of Licensee and to charge Licensee for the actual costs incurred by 
the City at City’s standard rates. 
6.2. 
Notwithstanding the notice provision above, in the event of a public emergency, the City shall 
have the right to immediately perform, without prior written notice to Licensee, such reasonable 
and necessary work on behalf of Licensee to repair and return public property to a safe and 
satisfactory condition in accordance with applicable laws, normal wear and tear excepted, 
reasonably satisfactory to the City Engineer. The City shall provide written notice to Licensee of 
the repairs as soon as practicable after the work has begun. Licensee agrees that any damage 
to City fiber, conduit, or other property must be replaced or repaired and restored with new or 
like-new materials. If the City needs to perform any part of the necessary repairs, relocation 
and/or removal work, it shall be entitled to seek payment for such repairs and/or relocation and/or 
removal costs from Licensee and may draw upon the performance bond and/or letter or credit or 
security fund required by this Agreement in full or partial satisfaction of such costs, if payment is 
not made by Licensee as required by Section 6.3 below. 
6.3. 
Upon the receipt of a demand for payment by the City, Licensee shall, within thirty (30) days, 
reimburse the City for such costs. 
6.4. 
For any pavement cuts by Licensee, Licensee agrees to restore the pavement. 
7. PENALTIES FOR VIOLATION OF TERMS 
7.1. 
The City’s Remedies.  The City may pursue any remedy at law, including injunctive relief, civil 
trespass, and withholding other City permits and authorizations until Licensee complies with the 
terms of this Agreement or any applicable law. Such City remedies are cumulative and may be 
pursued in the alternative. The City’s remedies set forth in this Agreement are not exclusive. 
Except as otherwise set forth in this Agreement, election of one remedy by the City, including 
assessment of Violation Fee Payments, does not preclude the use of other remedies. 
7.2. 
Licensee’s Remedies.  Licensee sole remedy for any breach or threatened breach of this 
Agreement by the City shall be an action for equitable, injunctive or declarative relief or voluntary 
termination of this Agreement pursuant to Section 8.6 below. 
8. TERMINATION 
8.1. 
The City Manager has the authority to terminate, subject to Licensee’s right to notice and cure 
where provided, this Agreement.

8.2. 
Immediate Termination.  The City may terminate this Agreement upon thirty (30) days’ notice 
and Licensee’s failure to remedy any of the following to the reasonable satisfaction of the City: 
8.2.1. Licensee ceases doing business in the City; 
8.2.2. If Licensee shall be the subject of a voluntary or involuntary bankruptcy, receivership, 
insolvency or similar proceeding or if any assignment of any of Licensee's or such other 
person's property shall be made for the benefit of creditors or if Licensee or such other 
person dies or is not regularly paying its debts as they come due (collectively a "Licensee 
Insolvency''); 
8.2.3. Licensee fails to keep the Certificate in effect following any right of appeal or due process 
of the ACC; 
8.2.4. Licensee fails to maintain any insurance required by this Agreement; 
8.3. 
Cure of Defect; Termination.  The following instances are defects in performance by Licensee 
shall be deemed instances of “Default” by Licensee: 
8.3.1. Licensee fails to comply with the material terms and conditions of this Agreement or 
applicable law, including failing to maintain any insurance, security fund, or performance 
bond; 
8.3.2. Licensee fails to make payments to the City in the amounts and at the times specified in 
this Agreement; 
8.3.3. Licensee fails to comply with the El Mirage TCP Policy and any other construction, design, 
or other related requirement under this Agreement; 
8.3.4. Licensee fails to construct in the designated, approved path of the Route; 
8.3.5. Licensee fails to provide the current, accurate as-built plans and maps showing the Route, 
including all of Licensee’s Facilities in the Route; and 
8.3.6. Licensee fails to obtain or maintain the required licenses, permits, or other approvals 
pertaining to the ROW or timely pay any taxes pertaining to the ROW. 
8.4. 
Curing Default.  The City may terminate this Agreement if Licensee does not cure the defect in 
performance, as listed as Section 8.3 as instances of Default, within sixty (60) days (or such 
longer period of time as the City determines is reasonably necessary to cure) following the City’s 
written notice of Licensee’s defective performance. Upon the occurrence of Default or at any time 
thereafter, the City may do any of the following: 
8.4.1. Pay or perform for Licensee’s account, in Licensee’s name, and at Licensee’s expense, 
any and all payments or performances required to be paid or performed by Licensee; 
8.4.2. Require an additional security deposit adequate in the City’s sole discretion to protect the 
City and the ROW in light of Licensee’s history of performance under this Agreement; 
8.4.3. Abate at Licensee’s expense any violation of this Agreement; and/or

8.4.4. Be excused without any liability to Licensee from further performance of any and all 
obligations under this Agreement. 
8.5. 
No Need to Cure.  The City is not required to provide Licensee with a cure period prior to 
termination if the City finds the defect in performance is due to intentional misconduct, a violation 
of law, or is part of a pattern of repeated and persistent violations where Licensee has already 
had notice and an opportunity to cure. 
8.6. 
Licensee’s Termination.  Licensee may terminate this Agreement by providing the City with 
ninety (90) days’ written notice and only upon making arrangements satisfactory with the City 
Engineer to remove all Licensee’s above ground Licensee’s Facilities from public property and 
the ROW, unless the City Engineer agrees in writing to allow Licensee to abandon part or all of 
Licensee’s Facilities in place. If the City Engineer agrees to allow Licensee to abandon 
Licensee’s Facilities in place, the ownership of such Licensee’s Facilities, including everything 
permitted by City to be abandoned in place, shall transfer to City and Licensee shall cooperate 
to execute any documents necessary to accomplish such transfer within thirty (30) days of such 
allowance of abandonment. 
8.7. 
Restoring the Route.  Upon termination or revocation of this Agreement, Licensee shall cease 
using the Route. Licensee shall return the Route and any affected portions of the ROW or 
surrounding property affected by Licensee’s Facilities and/or work to the same condition or better 
condition prior to the commencement of this Agreement, reasonable wear and tear excepted. 
Licensee shall remove all of Licensee’s Facilities if requested by the City upon termination of this 
Agreement and/or revocation of the license granted herein, including all above ground and 
subsurface portions of Licensee’s Facilities. 
9. GOVERNING LAW 
It is mutually understood and agreed that this Agreement shall be governed by the laws of the 
State of Arizona, both as to interpretation and performance, without giving effect to its principles 
of conflicts of laws. Any action at law, suit in equity, or judicial proceeding for the enforcement of 
this Agreement or any provision thereof shall be instituted only in the federal or state courts 
located within or within the jurisdiction of Maricopa County, Arizona. 
10. COMPLIANCE WITH LAWS 
10.1. Compliance with A.R.S. § 38-511.  Pursuant to A.R.S. § 38-511, the City may cancel this 
Agreement within three (3) years after execution of the Agreement without penalty or further 
obligation if any person significantly involved in initiating, negotiating, securing, drafting or 
creating this Agreement on behalf of the City is or becomes at any time while this Agreement or 
an extension of this Agreement is in effect an employee of or a consultant to Licensee with 
respect to the subject matter of this Agreement. The cancellation shall be effective when 
Licensee receives written notice of the cancellation unless the notice specifies a later time. 
10.2. Compliance with A.R.S. § 35-393.01.  Licensee hereby certifies that it does not, and will not, 
participate in during the term of this Agreement, a boycott of Israel in accordance with Arizona 
Revised Statute §35-393.01. Licensee hereby agrees to indemnify and hold harmless the City, 
its agents and employees from any claims or causes of action relating to the City’s action based 
upon reliance upon this representation, including the payment of all costs and attorney fees 
incurred by the City in defending such an action.

10.3. Compliance with Federal Immigration Laws and Regulations.  Licensee warrants that it complies 
with all federal immigration laws and regulations that relate to its employees and that it complies 
with A.R.S. § 23-214(A). Licensee acknowledges that pursuant to A.R.S. § 41-4401, a breach of 
this warranty is a material breach of this Agreement subject to penalties up to and including 
termination of this Agreement, and that the City retains the legal right to inspect the papers of 
any employee who works on the Agreement to ensure compliance with this warranty. 
10.4. Compliance with All Other Laws. The Parties shall comply with all federal, state and local laws, 
codes, rules and regulations.   
11. INDEMNIFICATION 
11.1. Licensee acknowledges that it has liability for any and all of Licensee’s Facilities installed in the 
public ROW and in the Route, its use and/or occupation of the ROW and the Route, for any work 
that is done in or adjacent to the ROW and/or the Route, for any loss or liability incurred by 
reason of any Toxic Substance (as defined in section 19) on or affecting the portion of the ROW 
and/or the Route used that is attributable to or caused by Licensee and/or its contractor(s), the 
failure to comply with the request for information and laws pertaining to public records (as further 
described in section 20.9), and for its exercise of its rights under this Agreement directly or 
through its contractor(s), except for the intentional or solely negligent acts on the part of the City 
or its agents. To the fullest extent permitted by law, Licensee, shall defend, indemnify and hold 
harmless the City, and its officials, boards, commissions, agents, contractors, subcontractors, or 
employees, individually and collectively, from and against any and all third-party losses, claims, 
damages, suits, actions, payments, judgments, demands, expenses and costs reasonable 
attorney’s fees incurred through all appeals (“Claims”) arising out of or alleged to have resulted 
from or materially related to: (i) the acts, errors, mistakes, or omissions of Licensee, its 
employees, representatives, or any tier of contractors and/or subcontractors or any other person 
for whose acts, errors, mistakes, and/or omissions Licensee may be legally liable; (ii) for any loss 
or liability incurred by reason of any Toxic Substance on or affecting the portion of the ROW 
and/or the Route used that is attributable to or caused by Licensee and/or its contractor(s); (iii) 
the failure to comply with the request for information and laws pertaining to public records, 
including defending the City in any legal action and payment of any penalties or judgments 
assessed against the City; and/or (iv) the City entering into this Agreement, or the acts or 
omissions of the City or its officials, boards, commissions, agents, contractors, subcontractors, 
or employees acting pursuant to or in furtherance of this Agreement. This defense and 
indemnification requirement includes any Claims or amounts arising or recovered under worker’s 
compensation laws or any other law, bylaw, or ordinance, order or decree related to any failure 
on the part of Licensee, its agents, employees or representatives to fulfill Licensee’s obligations 
under this Agreement, whether resolution of the above Claim(s) proceeds to judgment or not. 
The provisions of this Section shall survive termination of this Agreement for the applicable 
statute of limitations period. This Section applies even if the party seeking damages makes a 
claim against the City or brings a claim against the City based on vicarious liability or non-
delegable duty. 
11.1.1. In the event that a notice of claim is served on the City or litigation is commenced against 
the City for which Licensee has a duty to indemnify and defend the City pursuant to this 
Agreement, the City must tender the defense of the litigation to Licensee.  Licensee shall 
have the right to retain counsel of its own choice, to settle all or any part of the litigation 
on terms acceptable to Licensee (and, where such terms directly obligate or affect the 
City, acceptable to the City). City may retain counsel to assist in the defense, at City’s

sole cost and expense.  Licensee must consult with the City while conducting its defense 
of the City and must keep the El Mirage City Attorney’s Office informed of the status and 
progress of all litigation involving the City that has been tendered to Licensee or its 
insurance carrier. 
11.1.2. The parties shall promptly notify each other in writing of any claims, demands, or lawsuits 
which may involve the City and provide copies of all accident reports, incident reports, 
statements or other documents that are relevant to the claims, demands or lawsuits or 
which may lead to the discovery of relevant materials or information, in the possession of 
the other party, its employees, representatives, contractors, and/or others. 
11.2. Subject to any privilege and/or confidentiality legal protections, both parties agree to make their 
employees, representatives, and contractors available to the other party to gather any relevant 
information relating to an incident from which any claim, demand, or lawsuit arises. 
11.3. It is the purpose of this Section to provide maximum indemnification to the City under the terms 
and conditions expressed and, in the event of a dispute, this Section shall be construed (to the 
greatest extent permitted by law) to provide for the indemnification of the City by Licensee against 
any and all claims, demands or lawsuits. The sole exception shall be an express determination 
by a court of competent jurisdiction upon full adjudication of the case that the damages arose 
either from City’s sole negligence or intentional acts or that the City was comparatively at fault 
for the damages. Only in this event may Licensee then commence an action against the City for 
damages related to that portion judicially determined to be City’s fault. 
11.4. The provisions of this Section shall not be dependent or conditioned upon the validity of this 
Agreement but shall be and remain a binding right and obligation of the City and Licensee, even 
if part or all of this Agreement is declared null and void in a legal or administrative proceeding. It 
is the intent of Licensee and the City upon the effective date of this Agreement that this Section 
serves as any such declaration and shall be a binding obligation of and inure to the benefit of 
Licensee and the City and their respective successors and assigns, if any.  
11.5. The amount and type of insurance coverage requirements set forth in this Agreement will in no 
way be construed as limiting the scope of the indemnity in this Section. 
11.6. As a condition to City’s executing this Agreement, Licensee specifically agrees that to the extent 
any provision of this Section is not fully enforceable against Licensee for any reason whatsoever, 
this Section shall be deemed automatically reformed to the minimal extent necessary to cause it 
to be enforceable to the fullest extent permitted by law. 
12. INSURANCE 
12.1. Limits of Insurance.  Licensee shall at all times during the term of this Agreement, at its own cost 
and expense, carry and maintain commercial general liability insurance against claims for bodily 
injury (including death) or property damage, products/completed operations and personal and 
advertising injury, which insurance shall cover claims as may be occasioned by the operations, 
act, omission or negligence of Licensee or its officers, agents, representatives, or employees 
during all times that this Agreement is in effect.  Limits may be attained by a combination of 
primary and umbrella liability coverage. Licensee shall maintain limits no less than those stated 
herein for each type of insurance.

12.2. General Requirements.  Licensee’s insurance of the types and amounts required in this 
Section shall be from companies possessing a current A.M. Best, Inc. rating of A-VII, or better 
and legally authorized or permitted to do business in the State of Arizona. 
12.2.1. All insurance required herein shall be maintained in full force and effect until all work or 
services required to be performed under the terms of this Agreement is satisfactorily 
completed and formally accepted. Failure to do so may, at the sole discretion of the City, 
constitute a material breach of this Agreement and may result in termination of this 
Agreement. 
12.2.2. The insurance coverage, except workers’ compensation and employer’s liability, and 
professional liability, required by this Agreement, shall include the City, its agents, 
representatives, directors, officials, and employees, as additional insureds as their interest 
may appear, and shall specify that insurance afforded Licensee shall be primary 
insurance, and that any self- insured retention and/or insurance coverage carried by the 
City or its employees shall not contribute to the coverages provided by Licensee. This 
provision and the inclusion of the City as an additional insured shall not be construed as 
giving rise to responsibility or liability of the City for applicable deductible amounts under 
such policy(ies). 
12.2.3. The insurance policies shall contain a waiver of transfer rights of recovery (subrogation) 
for workers’ compensation against the City, its representatives, officers, directors, officials 
and employees for any claims arising out of Licensee’s acts, errors, mistakes, omissions, 
work or service. 
12.2.4. The insurance policies may provide coverage, which contain deductibles or self- insured 
retentions. Such deductible and/or self-insured retention shall be assumed by and be for 
the account of, and at the sole risk of Licensee who shall be solely responsible for the 
deductible and/or self-insured retention. 
12.2.5. Upon receipt of notice from its insurer(s), Licensee shall use commercially reasonable 
efforts to provide the City with thirty (30) days’ prior written notice of cancelation of any 
policy required herein. 
12.2.6. Upon request, Licensee shall furnish separate certificates and additional insured 
endorsements for each of Licensee’s contractors (and any subcontractors used 
thereunder). All coverages for Licensee’s contractors (and any subcontractors used 
thereunder) shall be subject to the same limits as required for Licensee. 
12.2.7. The City reserves the right to periodically review said insurance limits to ensure coverage 
is based on market and risk requirements throughout the effective term of this Agreement, 
provided that any changes to the requirements hereunder shall only be made via written 
amendment to this Agreement. 
12.3. Proof of Insurance – Certificates of Insurance. 
12.3.1. Upon execution of this Agreement, Licensee shall furnish to the City Certificates of 
Insurance issued by Licensee’s agent or broker, as evidence that policies providing the 
required coverages, conditions and limits required by this Agreement are in full force and 
effect and obtain from the City approval of such Certificates. Such Certificate(s) shall

include the blanket additional insured endorsement including the City as an Additional 
Insured pursuant to Section 12.2.2. 
12.3.2. If a policy expires during the term of this Agreement, a renewal certificate must be sent to 
the City five (5) business days prior to the expiration date. 
12.3.3. All Certificates of Insurance shall identify the policies in effect on behalf of Licensee, their 
policy period(s), and limits of liability required herein. Coverage shown on the Certificate 
of Insurance must coincide with the requirements in this Agreement. Information required 
to be on the Certificate of Insurance may be typed on the reverse of the Certificate and 
countersigned by an authorized representative of the insurance carrier or agent. Copies 
of the initial Certificate of Insurance and any and all subsequent renewals that are required 
under this Agreement shall be sent to: 
With copy to: 
City of El Mirage 
 
 
City of El Mirage 
Attn: City Clerk 
 
 
Attn: City Engineer 
10000 N. El Mirage Road  
10000 N. El Mirage Road 
El Mirage, Arizona 85335  
El Mirage, Arizona 85335 
12.3.4. The City reserves the right to review, within at least ten (10) business days, certified copies 
of any or all of the herein required insurance policies and/or endorsements. Such policies 
shall be made available for review in Maricopa County, Arizona. The City shall not be 
obligated, however, to review same or to advise Licensee of any deficiencies in such 
policies and endorsements, and such receipt shall not relieve Licensee from, or be 
deemed a waiver of the City’s right to insist on, strict fulfillment of Licensee’s obligations 
under this Agreement. 
12.4. Required Coverage.  Such insurance shall protect Licensee from claims set forth below that may 
arise out of or result from the operations of Licensee under this Agreement and for which 
Licensee may be legally liable, whether such operations be by Licensee or by anyone directly 
employed by Licensee. Coverage under the policy will be at least as broad as ISO forms or 
equivalent thereof, including: severability of interest and waiver of subrogation clauses; claims 
for damages because of bodily injury, sickness or disease, or death of any person other than the 
Licensee’s employees; claims for damages insured by usual personal and advertising injury 
liability coverage; claims for damages because of injury to or destruction of tangible property, 
including loss of use resulting therefrom; and claims involving contractual liability applicable to 
Licensee’s obligations under the indemnification Section herein. 
12.5. Commercial General Liability – Minimum Coverage Limits.  The Commercial General Liability 
insurance required herein shall be written in the amount of $1,000,000 limits per occurrence and 
$2,000,000 general aggregate in coverage will be acceptable. The Commercial General Liability 
additional insured endorsement shall be as broad as the ISO Additional Insured form and shall 
include coverage for Licensee’s completed operations and products. 
12.6. Worker's Compensation and Employer's Liability.  If Licensee employs anyone who is required 
by law to be covered by workers' compensation insurance, Licensee shall maintain Worker's 
Compensation insurance in compliance with the statutory requirements of the state(s) of 
operation and Employer's Liability insurance with a limit of $500,000 for each accident, $500,000 
disease coverage for each employee, and $500,000 disease policy limit.

12.7. Automobile Liability.  If Licensee owns and/or operates vehicles in Arizona, Licensee shall 
maintain Commercial Automobile Liability insurance with a combined single limit for bodily injury 
and property damage of $1 million each accident covering all owned, hired, and non-owned 
vehicles assigned to or used in performance of Licensee’s work. Any combination between 
automobile liability and excess/umbrella liability amounting to a minimum of $5 million per 
occurrence in coverage will be acceptable. Coverage shall be at least as broad as ISO policy 
form or equivalent. 
12.8. The City reserves the right to require additional insurance coverages and/or increase any 
minimum coverages herein at any time with written notice to Licensee provided that any changes 
to the requirements hereunder shall only be made via written amendment to this Agreement. 
13. LIMITATION OF LIABILITY 
13.1. The City and its officers, agents, elected or appointed officials, employees, departments, boards 
and commissions, shall not be liable to Licensee or to its affiliates or customers for any 
interference with or disruption in the operations of Licensee’s Fiber Optic Network or the provision 
of services, or for any damages arising out of or materially related to Licensee’s use of the ROW, 
except to the extent of intentional misconduct or gross negligence on the part of the City its 
officers, agents, elected or appointed officials, employees, departments, boards and 
commissions. 
13.2. Licensee also agrees that it shall have no recourse whatsoever against the City or its officials, 
boards, commissions, agents or employees for any loss, costs, expense or damages arising out 
of or materially related to any provision or requirement of the City because of the enforcement of 
this Agreement. 
13.3. Licensee shall assume the risk of, and hereby relinquishes any claim against the City in 
connection with any final, non-appealable determination by a court of competent jurisdiction that 
the City lacked the current statutory authority under Arizona law to issue this Agreement. 
14. WARRANTY 
14.1. The issuance of a license, permit or other authorization by the City is not a representation or 
warranty that such license, permit, or authorization is a legally sufficient substitute for a franchise, 
and is not a representation of warranty that a franchise is not required. 
14.2. LICENSEE ACKNOWLEDGES AND AGREES THAT CITY DOES NOT WARRANT THE 
CONDITION OR SAFETY OF ITS ROW OR THE PREMISES SURROUNDING THE SAME, 
AND LICENSEE HEREBY ASSUMES ALL RISKS OF ANY DAMAGE, INJURY OR LOSS OF 
ANY NATURE WHATSOEVER CAUSED BY OR IN CONNECTION WITH THE USE OF ANY 
THE ROW SUBJECT TO THE PROVISIONS OF THIS AGREEMENT. 
15. SURVIVAL OF LIABILITY 
All obligations of Licensee and the City hereunder and all warranties and indemnities of Licensee 
hereunder shall survive termination of this Agreement through the applicable statute of limitations 
period. 
16. PUBLIC EMERGENCY

16.1. The City shall have the right, because of a public emergency, to sever, disrupt, relocate, remove, 
tear out, dig-up or otherwise damage and/or destroy Licensee’s Facilities of without any prior 
notice to Licensee, if the action is deemed reasonably necessary by either the City Manager, 
Fire Chief, Police Chief, City Engineer, Public Works Director, or their designees. In such event, 
neither the City nor any agent, contractor or employee of the City shall be liable to Licensee, 
Licensee’s contractors (and any subcontractors used thereunder), or Licensee’s customers for 
any harm so caused to them or Licensee’s Facilities. To the extent possible under the 
circumstances, City will consult with Licensee in advance to assess the necessity of such actions 
and to minimize to the extent practical under the circumstances damage to and disruption of 
operation of the Fiber Optic Networks. City shall inform Licensee of any actions taken. Licensee 
shall be responsible for repair at its sole expense of any of Licensee’s Facilities damaged 
pursuant to any such action taken by City related to the public emergency. 
16.2. If any of Licensee’s Facilities or activities present any immediate hazard or impediment to the 
public, to the City, to other City improvements or activities within or outside of the Route, or to 
City’s ability to safely and conveniently operate the ROW or perform City’s utility, public safety, 
and/or other public health, safety and welfare functions, then Licensee shall immediately remedy 
the hazard, comply with the City’s request to secure the route area, and otherwise cooperate 
with the City at no expense to the City to remove any such hazard or impediment. 
16.3. In the event of a public emergency, neither the City nor any agent, contractor or employee of the 
City shall be liable to Licensee, Licensee’s contractors (and any subcontractors used 
thereunder), Licensee’s customers, or other third parties for any harm so caused to them by the 
reasonable actions of the City or its agents, contractors or employees in reasonably responding 
to such public emergency. Where possible, the City will consult with Licensee in advance to 
assess the necessity of such actions and to minimize, to the extent practical under the 
circumstances, damage to and disruption of either the public property involved or Licensee’s 
Facilities involved. 
17. NOTICE 
17.1. All notices, which shall or may be given pursuant to this Agreement, shall be in writing and 
transmitted through the U.S. certified or registered mail, postage prepaid, by means of prepaid 
private delivery systems, addressed as follows: 
THE CITY 
 
 
 
 
LICENSEE 
City of El Mirage 
 
 
 
Summit Infrastructure Group LLC 
Attn: City Engineer  
 
 
Attn: CEO 
10000 N. El Mirage Road  
 
22365 Broderick Drive, #250 
El Mirage, AZ 85335 
 
 
Sterling, VA 20166 
 
 
 
 
 
 
Phone: 703-376-3700 
 
 
 
 
 
 
Email: skumar@summitig.com 
 
With copy to:  
 
 
 
With copy to: 
El Mirage City Clerk  
 
 
Summit Infrastructure Group LLC 
 
 
 
 
 
 
Attn: General Counsel  
10000 N. El Mirage Road  
 
22365 Broderick Drive, #250 
El Mirage, AZ 85335 
 
 
Sterling, VA 20166 
 
 
 
 
 
 
Phone: 703-376-3700 
 
 
 
 
 
 
Email: legal@summitig.com

17.2. Notices shall be deemed sufficiently given and served upon the other party the first business day 
after deposit if sent by private delivery systems and the fifth business day after deposit in U.S. 
Mail. 
17.3. Either party may from time to time designate any other address for this purpose by written notice 
to the other party in the manner set forth above. Licensee shall notify the City within ten (10) 
business days of any change in mailing address. 
18. TRANSFERABILITY OF LICENSE 
18.1. This Agreement is personal to Licensee and therefore the rights, privileges and license granted 
herein shall not be sold, sublet, assigned, conveyed or otherwise transferred, nor shall any of the 
rights or privileges herein granted or authorized be leased, assigned, sold, conveyed or 
otherwise transferred, either in whole or in part, nor shall title thereto, either legal or equitable, 
or any right, interest or property therein, pass to or vest in any person, except Licensee, either 
by act of Licensee or operation of law, without the express written consent of the City, which 
consent shall not be unreasonably withheld or delayed. Prior to any proposed transfer of any 
kind becoming final, Licensee shall seek the consent of the City to the proposed transfer. 
Approval by the City to a transfer does not constitute a waiver or release of any of the rights of 
the City under the El Mirage City Code or this Agreement, whether arising before or after the 
date of transfer. 
18.2. The assignee or transferee as approved by the City shall be equally subject to all the obligations 
and privileges of this Agreement, including any amendments, which will remain in full effect, as 
if the assignee or transferee were the original Licensee. 
18.3. Nothing in this Section shall be deemed to prohibit a pledge or, hypothecation or mortgage or 
similar instrument transferring conditional ownership of all or part of the Licensee's assets to a 
lender or creditor in the ordinary course of business. In the event a lender assumes control of 
the assets and operation of the Licensee through a default of the Licensee in loan obligations, 
the lender may assume the rights and obligations of the Licensee. The lender may not transfer 
or change control of the Agreement without submitting the change to the City for consent under 
this Section. If the lender does continue operation on any basis at any time, it shall be subject to 
all provisions of the Agreement. No later than three (3) years after assumption of control by the 
lender, the lender shall apply to the City for the right to continue assumption of control or to 
transfer the Agreement. Application by the lender for approval of such assumption of control or 
transfer shall be subject to all provisions set forth herein on consent by the City Council and 
approval shall not be unreasonably denied or delayed. A "lender" as discussed herein does not 
include a Licensee, person or corporation or other entity that operates cable television systems 
or telecommunications systems as a principal or important business. This Section is intended to 
prohibit the intentional use of lending and/or foreclosure as a method for effecting change of 
control or transfer of the Agreement without City Council review and approval. 
18.4. Any transfer without City’s consent shall be void and shall not result in the transferee obtaining 
any rights or interests in, under or related to this Agreement. The City may, in its sole discretion 
and in addition to all other lawful remedies available to the City under this Agreement or 
otherwise, and in any combination, terminate this Agreement, collect any fees owed from 
Licensee and/or declare the transfer to be void, all without prejudicing any other right or remedy 
of City under this Agreement. No cure or grace periods shall apply to transfers or assignments 
prohibited by this Agreement or to enforcement of any provision of this Agreement against an 
assignee who did not receive the City’s consent. Notwithstanding, the above, transfer or

assignment to Licensee’s financially viable parent, subsidiary, successor (including the surviving 
entity in the event of a merger of Licensee), or affiliate under common control, shall not require 
consent and shall be effective upon written notice to the City. 
18.5. A change in the direct or indirect ownership of Licensee, where the license contemplated in this 
Agreement remains with Licensee, is not a transfer or assignment under this Section 18. 
Notwithstanding the foregoing provisions of Section 18, Licensee’s provision of services to its 
customers shall not be deemed a violation or otherwise prohibited by this Agreement 
19. HAZARDOUS SUBSTANCES 
19.1. Licensee‘s and its contractors’ activities upon or about the ROW shall be subject to the following 
regarding any hazardous or toxic substances, waste or materials, or any substance now or 
hereafter subject to regulation under the Comprehensive Environmental Response 
Compensation and Liability Act 42 U.S.C. §§ 9601, et. seq., the Arizona Hazardous Waste 
Management Act, A.R.S. §§ 49-901, et. seq., the Resource Conservation and Recovery Act, 42 
U.S.C. §§ 6901, et. seq., the Toxic Substances Control Act, 15 U.S.C. § 2601, et. seq., or any 
other federal, state, county or local law pertaining to hazardous substances, waste or toxic 
substances and their reporting requirements (collectively “Toxic Substances”): 
19.1.1. Licensee and/or its contractors shall not produce, dispose, transport, treat, use or store 
any Toxic Substances upon or about the ROW. The prohibitions of the preceding 
sentence only shall not apply to: 
19.1.1.1. Ordinary gasoline, diesel fuel or other fuels or lubricants necessary for ordinary 
use in motor vehicles and ordinary construction machinery permitted upon the 
ROW. Such materials must be properly and lawfully contained in ordinary 
quantities in ordinary tanks and receptacles that are permanently installed in 
such vehicles and machinery, or small portable tanks that are being used for 
fueling permitted construction machinery; or 
19.1.1.2. Electric backup batteries. 
19.1.2. Licensee and/or its contractors shall dispose of any Toxic Substances away from the 
ROW as required by law and as reasonably required by the City. 
19.1.3. Licensee and/or its contractors shall not use the ROW in a manner inconsistent with 
regulations issued by the Arizona Department of Environmental Quality, or in a manner 
that would require a permit or approval from the Arizona Department of Environment 
Quality or any other governmental agency. The preceding sentence does not prohibit 
ordinary permits for control of dust during construction permitted by this Agreement. 
19.1.4. Licensee and/or its contractors shall immediately notify the City of any Toxic Substance 
at any time discovered or existing upon the ROW. Licensee is not responsible for Toxic 
Substances that may exist at the ROW if Licensee’s contractors (and any subcontractors 
used thereunder) and/or any other persons using the ROW under this Agreement did not 
do any of the following: 
19.1.4.1. Participate in the Toxic Substance coming to the ROW; 
19.1.4.2. Fail to immediately report the Toxic Substance to the City;

19.1.4.3. Knowingly participate in spreading or otherwise disturbing the Toxic Substance; 
or 
19.1.4.4. Knowingly exacerbate the effects of the Toxic Substance or the difficulty or cost 
of dealing with the Toxic Substance. 
19.1.5. Licensee understands the hazards presented to persons, property and the environment 
by dealing with Toxic Substances. Licensee acknowledges the possibility that the ROW 
may contain actual or presumed asbestos and other Toxic Substances containing 
materials. 
19.1.6. Within twenty-four (24) hours after any violation by Licensee and/or by its contractors of 
this Agreement pertaining to Toxic Substances, Licensee shall give the City notice 
reporting such violation. 
19.1.7. Licensee shall be available to staff employees of any City department having jurisdiction 
over Licensee’s activities twenty-four (24) hours a day, seven (7) days a week, regarding 
problems or complaints resulting from the installation, operation, maintenance, or removal 
of Licensee’s Facilities. The City may contact by telephone the network control center 
operator at the following phone number 855-776-6515 regarding such problems or 
complaints, and may use that number in order to reach Licensee at any time for any 
emergency matter. Licensee shall use reasonable efforts to respond to any issues within 
the time frames specified in its service level agreements. Licensee shall make 
arrangements with a local entity to handle any necessary problems or complaints that 
require a physical presence. In addition, Licensee will immediately notify the City if there 
is a change in the telephone number listed in this Section. 
20. MISCELLANEOUS 
20.1. Complete Agreement.  This Agreement, including all Exhibits which are attached, are hereby 
incorporated into this Agreement and all of which constitutes the entire agreement between the 
parties with respect to the subject matter hereof and supersedes any and all prior or 
contemporaneous agreements whether written or oral. This Agreement cannot be modified or 
amended except in writing signed by both parties. 
20.2. Validity.  Licensee shall acknowledge that as a condition of acceptance of this Agreement, 
Licensee was required to be represented throughout the negotiations of the Agreement by its 
own attorneys and Licensee had the opportunity to consult with its own attorneys about its rights 
and obligations regarding this Agreement. Licensee has reviewed City’s authority to execute and 
enforce this Agreement and has reviewed all applicable law, both federal and state, and, after 
considering same, Licensee acknowledges and accepts the right and authority of the City to 
execute this Agreement and to enforce the terms herein. 
20.3. Partial Invalidity.  If any section, paragraph, subdivision, clause, phrase or provision of this 
Agreement shall be adjudged invalid or unenforceable or is preempted by federal or state laws 
or regulations, the same shall not affect the validity of this Agreement as a whole or any part of 
the provisions of this Agreement other than the part adjudged to be invalid, unenforceable, or 
preempted. Parties agree if a regulatory body or a court of competent jurisdiction should 
determine by a final, non-appealable order that the City did not have the authority to issue a 
license to Licensee under A.R.S. § 9-581 to § 9-583, as amended or succeeded, then this 
Agreement shall be considered a revocable permit with a mutual right in either party to terminate

without cause upon giving sixty (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. If this Agreement shall be considered a revocable permit as provided herein, 
Licensee acknowledges the authority of the City Council to issue a revocable permit and the 
power to revoke as provided therein. 
20.4. Time of Essence.  Time is of the essence in each and every provision of this Agreement. 
20.5. Severability.  If any provision of this Agreement shall be ruled by a court or agency of competent 
jurisdiction to be invalid or unenforceable for any reason, or superseded by other lawful authority 
including any state or federal, legislative, regulatory or administrative authority having jurisdiction 
thereof, the invalidity or unenforceability of such provision shall not affect the validity of any 
remaining provisions of this Agreement and the parties may agree in writing to amend this 
Agreement to address such invalid or unenforceable provisions; however, if the parties disagree 
as to the validity or enforceability of such provisions, the Agreement will not be affected to the 
extent of such disagreement until a court of competent jurisdiction determines otherwise or the 
parties later agree in writing. In the event either party seeks such judicial declaration or 
interpretation of any provision herein, neither party will be liable for the other party’s attorney’s 
fees, regardless of which party is deemed the successful party. 
20.6. Headings.  The headings contained herein are for convenience only and not intended to define 
or limit the scope of any provision of this Agreement. 
20.7. No Partnership.  Each party will act in its individual capacity and not as an agent, employee, 
partner, joint venture, or associate of the other under this Agreement. 
20.8. No third-Party Beneficiaries.  No person or entity shall be a third-party beneficiary to this 
Agreement or shall have any right or cause of action hereunder. The City shall have no liability 
to third parties for any approval of plans, Licensee’s construction of improvements, Licensee’s 
negligence, Licensee’s failure to comply with the provisions of this Agreement (including any 
absence or inadequacy of insurance required to be carried by Licensee), or otherwise because 
of the existence of this Agreement. 
20.9. Public Records.  Notwithstanding any provisions of this Agreement regarding confidentiality, 
secrets, or protected rights, Licensee acknowledges that all documents provided to the City may 
be subject to disclosure by laws related to Arizona public records law.  Consequently, Licensee 
understands that disclosure of some or all of the items subject to this Agreement may be required 
by law.  In the event the City receives a request for disclosure that is reasonably calculated to 
incorporate information that might be considered proprietary or confidential by Licensee, the City 
agrees to provide Licensee with notice of that request.  Within ten (10) days of such notice (which 
shall reference the 10-day requirement), Licensee must inform the City in writing of any objection 
by Licensee to the disclosure of the requested information. Licensee may seek appropriate 
confidentiality protections for any information to be produced by City. Failure by Licensee to 
object timely will waive Licensee’s ability to object under this section and will waive any remedy 
against the City for disclosure.  In the event Licensee objects to disclosure within the time 
specified, Licensee agrees to handle all aspects related to the request including properly 
communicating with the requestor and timely responding with information. This provision will 
survive the termination of this Agreement.

20.10. Force Majeure.  With respect to any provision of this Agreement, the violation or non-compliance 
of which could result in the imposition of a financial penalty, liquidated damages, forfeiture or 
other sanction upon Licensee, such violation or non-compliance shall be excused where such 
violation or non- compliance is the result of acts of God; war; terrorist attack; civil disturbance, 
strike or other labor unrest; plague; pandemics; epidemics; quarantine orders or directives by a 
governmental entity; outbreaks of infectious disease or other public health crisis, including 
without limitation, quarantine or other employee restrictions; or other events, the occurrence of 
which was not reasonably foreseeable by Licensee and is beyond its reasonable control. 
20.10.1. 
Government Directives.  Any delay or nonperformance of any provision of or obligation 
under this Agreement caused by a federal, state, and/or local directive, order, or similar 
requirement, including without limitation, the COVID-19 pandemic and related 
quarantine orders, shall not constitute a breach of this Agreement or any portion 
thereof, provided that one party has provided the other party with at least seventy-two 
(72) hours’ written notice of such delay or nonperformance. 
20.11. Attorneys’ Fees. Except as described herein, in the event either party brings any action for any 
relief, declaratory or otherwise, arising out of this Agreement or on account of any breach or 
default hereof, the prevailing party is entitled to receive from the other party reasonable attorneys’ 
fees and reasonable costs and expenses, determined by the court sitting without a jury, which 
will accrue on the commencement of such action and will be enforced whether or not such action 
is prosecuted through judgment. 
20.12. Non-Waiver.  Licensee shall not be excused from complying with any of the terms and conditions 
of this Agreement by any failure of City upon any one or more occasions to insist upon or to seek 
compliance with any such terms or conditions. 
20.13. Recitals.  The Recitals set forth above are hereby incorporated by this reference, as if fully set 
forth herein. 
 
IN WITNESS WHEREOF, the Mayor and Council of El Mirage, Arizona, by its Mayor and its 
Clerk, duly authorized, have affixed hereunto their hand and caused its official seal to be 
affixed on this ____________ day of _______________, 2025. 
 
 
CITY OF EL MIRAGE, an Arizona municipal 
corporation 
 
 
 
 
 
 
 
 
Alexis A. Hermosillo, Mayor 
 
ATTEST: 
 
 
 
 
 
 
 
Jill Boltz, City Clerk 
 
Dated:

Approved as to Form: 
 
 
By: 
 
 
 
 
 
Justin Pierce, City Attorney

LICENSEE 
SUMMIT INFRASTRUCTURE GROUP LLC, a 
Virginia limited liability company  
 
By:______________________________ 
Name:___________________________ 
 
Its: ______________________________

EXHIBIT A – The Route Map/Use Area

Appendix 
 
Figure 1: