Wired Telecommunications License and ROW Use Agreement

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WIRED TELECOMMUNICATIONS LICENSE 
AND  
RIGHT-OF-WAY USE AGREEMENT  
 
This Wired Telecommunications License ("License") and Right-of-Way Use 
Agreement (“Agreement”) is effective as of this ___ day of __________, 20__ (the 
“Effective Date”), by and between the City of El Mirage, an Arizona municipal corporation 
(“City”) and Cablevision Lightpath LLC, a Delaware limited liability company (“Licensee”). 
 
RECITALS 
 
WHEREAS, Licensee has approached the City for a telecommunications license and 
permission to use public right-of-way to enable it to provide services in the City subject to the 
requirements of this License and Agreement; and  
 
WHEREAS, City is authorized to regulate its streets, alleys, and public utility easements, 
and to grant, renew, deny, amend, and terminate licenses for and otherwise regulate the 
installation, operation, and maintenance of telecommunications facilities within the City's 
boundaries pursuant to the City’s police powers, El Mirage City Code, and by virtue of federal 
(47 U.S.C. § 253) and state statutes (including, but not limited to A.R.S. §§ 9-581, 9-582, and 9-
583), and other governmental powers and authority, which provide City authority over public 
right-of-way; and 
 
WHEREAS, City desires to reserve rights to construct, use, and allow others to construct 
and use all manner of additional improvements in the public right-of-way, while granting 
Licensee a License to install, operate, maintain, and repair its telecommunications facilities (i.e., 
cable containing bundles of multiple optical fibers) within the right-of-way; and 
 
WHEREAS Licensee desires a wired telecommunications license and agrees to provide 
and maintain accurate maps showing the location of its facilities in the City’s right-of-way and 
other reasonable mapping requirements the City may establish from time to time to ensure 
accurate information regarding the location of such facilities; 
 
NOW THEREFORE, in consideration of the foregoing and the covenants and agreements 
contained in this License and Agreement, and for other good and valuable consideration, the City 
hereby grants to Licensee a License pursuant to the terms and conditions set forth herein. 
 
AGREEMENT 
 
SECTION 1. Definitions 
 
ACC means the Arizona Corporation Commission. 
 
A.R.S. means Arizona Revised Statutes.

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Backbone means a high-speed network that interconnects smaller, independent networks and is 
the through-portion of a transmission network (not the spurs that branch off). 
 
Call means the operations required to set up or establish, maintain, and terminate or release a 
connection through a telephone network in support of a communication between two or more 
stations. A call comprises a sequence of events that begins when an end user at an originating 
station initiates a call request to a switch that may work in conjunction with other switches to 
establish a connection to an end user at a destination station, and concludes when one party 
(user) terminates the connection. 
 
Claim(s) means and includes losses, claims, damages, suits, actions, payments, judgments, 
demands, expenses and costs, including, but not limited to, attorney's fees incurred through all 
appeals. 
 
Coarse Wavelength Division Multiplexing ("CWDM") is a variation of WDM that carries four 
to eight wavelengths per fiber or more that is designed for short- to medium-haul networks 
(regional and metropolitan areas). 
 
Commercial Mobile Radio Services means two-way voice commercial mobile radio service as 
defined by the FCC in 47 CFR 20.3.   
 
Common Carrier means a private company offering interstate or foreign communication by wire 
or radio or the interstate or foreign transmission of energy to the general public on a non-
discriminatory basis.  
 
Conduit means a pipe of either metal, ceramic or plastic that protects buried cables. 
 
Conduit System means any combination of Ducts, Conduits, Manholes, and handholes joined to 
form an integrated whole. 
 
Contractor means any person, firm, partnership, corporation, association or other 
organization, or a combination of any of them, that performs services or provides goods relating 
to this Agreement. Contractor shall include any subcontractor hired and/or used for the 
performance of services or provision of goods relating to this Agreement. 
 
Dark Fiber means fiber optic strands that are not connected to transmission equipment. 
 
Dense Wavelength Division Multiplex ("DWDM") is a variation of WDM but with much 
higher bandwidth and density. Using DWDM, up to 80 or more separate wavelengths or 
channels of data can be multiplexed on a single optical fiber. Each channel carries a time 
division multiplexed (TDM) signal. Since each channel can carry up to 2.5 Gbps, up to 200 
billion bits per second can be delivered by the optical fiber simultaneously.

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Duct means a single enclosed tube, pipe, or channel for enclosing and carrying cables, wires 
and other Facilities. 
 
Equipment means any tangible asset used to install, repair, or maintain Facilities in any ROW. 
 
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, conduits, pedestals, antenna, and other appurtenances placed in, on, or under Public 
Highways. 
 
FCC means the Federal Communications Commission. 
 
Fiber-Optic Network is a communication system consisting of an optical transmitter to convert 
an electrical signal into an optical signal to send into the optical fiber, a cable containing bundles 
of multiple optical fibers that are routed through underground conduits and buildings, multiple 
kinds of amplifiers, and an optical receiver to recover the signal as an electrical signal. 
 
Information Service means the offering of a capability for generating, acquiring, storing, 
transforming, processing, retrieving, utilizing, or making available information via 
telecommunications. 
 
Inner-Duct means a pathway created by subdividing a Duct into smaller channels. 
 
Intrastate Call means a call in a conventional circuit-switched network that originates and 
terminates in a single state. 
 
Interstate Call means a call in a conventional circuit-switched network that originates in one 
state and terminates in a different state (or country). 
 
Interstate Telecommunications Services Provider means a Telecommunications Corporation 
that places underground or above ground Facilities in the Public Highway for interstate 
telecommunications services. 
 
Interstate Traffic means a communication or transmission that originates in any state, territory, 
possession of the United States, or the District of Columbia and terminates in another state, 
territory, possession, the District of Columbia, or Country.   
 
Manhole means an enclosure, usually below ground level and entered through a hole on the 
surface covered with a cast iron or concrete manhole cover, which personnel may enter and use 
for the purpose of installing, operating and maintaining cable and fiber in a Conduit.

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Multichannel Video System includes: 
 
A. 
A “cable system,” as the term is defined in Title VI of the Federal 
Communications Act of 1934, providing service within the City; 
B. 
An “Open Video System,” as the term is defined in Title VI of the Federal 
Communications Act of 1934, 47 U.S.C. § 573 and implementing regulations (47 
CFR § 76.1500), providing service within the City; 
C. 
Any other system providing Multichannel Video Programming Services within 
the City, where the service is transmitted in whole or in part via wires or lines that 
are in or cross any ROW within the City. The preceding sentence shall apply 
whether the provider owns, leases or otherwise obtains the right to use the wires 
or lines, including wires or lines of a telecommunications provider used pursuant 
to tariff or otherwise for that purpose; 
D. 
Any other system providing Multichannel Video Programming Services within 
the City where a license or similar permission or approval from the City is 
required under applicable law. 
 
For purposes of this License “Multichannel Video Programming Services” means multiple 
channels of video programming where some or all of the video programming is generally 
considered comparable to programming provided by a television broadcast station or by a direct 
to home satellite service. Multichannel Video Programming Services specifically includes but is 
not limited to "cable service" as the term is used in Title VI of the Federal Communications Act 
of 1934. 
 
Parties shall collectively mean the City and Licensee. 
 
Point of Presence (POP) means a telecommunications facility where network equipment is 
located to be used to connect customers to a network Backbone. 
 
Provider means a Telecommunications Corporation that constructs, installs, operates of 
maintains telecommunications Facilities in the City Public Highways. 
 
Public Emergency means any condition which, in the opinion of City officials, poses an 
immediate threat to the lives or property of the citizens of El Mirage or others caused by any 
natural or man-made disaster, including but not limited to, storms, floods, fire, accidents, 
explosions, major water main breaks, hazardous material spills, etc. 
 
Public Highway means all the roads, streets and alleys and all other public rights-of-way and 
public easements of the City. 
 
Public Service Corporation means a corporation engaged in furnishing gas, oil, or electricity for 
light, fuel, or power; or in furnishing water for irrigation, fire protection, or other public 
purposes; or in furnishing, for profit, hot or cold air or steam for heating or cooling purposes; or 
engaged in collecting, transporting, treating, purifying and disposing of sewage through a 
system, for profit; or in transmitting messages or furnishing public telecommunication services,

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and all corporations other than municipal, operating as common carriers. However, a message 
transmitting company is only a public service corporation if it is a common carrier. 
 
Public Utility Easement means an easement or other real property right that is granted, 
dedicated, reserved or otherwise conveyed for the use of utility facilities, regardless of the 
language used in creating such right, and regardless of the inclusion of other authorized uses. 
 
Right-of-way ("ROW") means an area of land, which by deed, conveyance, agreement, 
easement, dedication, usage or process of law, is reserved or dedicated to the City for public 
purposes, including, but not limited to, street, highway, alley, public utility, pedestrian walkway, 
bikeway, or drainage. 
 
Service Lateral means an underground facility that is used to transmit, distribute, or furnish 
communications from a common source to an end-use customer. 
 
Telecommunications means the transmission, between or among points specified by the user or 
information of the user’s choosing, without change in the form or content of the information as 
sent and received.  However, the term does not include commercial mobile radio services, 
pay phone services, interstate services, cable services, information services, or the leasing of 
dark fiber for transmission purposes. 
 
Telecommunications Corporation means any Public Service Corporation to the extent that it 
provides telecommunications services in this state. 
 
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, regardless of the 
facilities used. 
 
Wavelength Division Multiplexer ("WDM") means a device that combines optical signals from 
multiple different single-wavelength end devices onto a single fiber. WDM carries two to four 
wavelengths per fiber. 
 
SECTION 2. Permission to Use Right-of-Way 
 
2.1 
Grant of License.  Subject to the provisions of this Agreement, the El Mirage City Code, 
and Arizona and federal law, City grants to Licensee permission through a telecommunication 
license to use the designated “Use Area” portions of the ROW subject to and conditioned upon 
Licensee's full, timely, complete, and faithful performance of all terms and conditions of this 
Agreement. 
 
2.1.1 Use Areas Defined.  The Use Areas are the portion of ROW within the City's 
corporate boundaries as shown on Exhibit A attached hereto and incorporated 
herein by reference. The ROW is limited to the public street and alley rights-of-
way and public utility easements that are owned by City from time to time 
comprising City's Public Utility Easement network. The land comprising the 
ROW will decrease, increase, and otherwise change over time due to 
abandonments, dedications, annexations, de-annexations, and other events that

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affect the amount of land included in City's public utility ROW network 
inventory. This Agreement does not allow Licensee to use ROW that is 
abandoned, condemned, removed from the City's corporate boundaries, or is 
otherwise no longer part of the City's public utility easement network. It is the 
obligation of the Licensee to, from time to time, confirm that the Use Area is 
City ROW.  
 
2.1.2 Non-Use Areas.  Licensee shall not use or occupy any area other than as 
permitted pursuant to this Agreement or as may be mutually agreed between the 
Parties. The Facilities shall be confined to the Use Areas. The Use Areas do not 
include any third-party areas. Licensee agrees that its use of the third-party areas 
is dependent upon third party permission, which permission is outside of the 
control of the City. 
 
2.2 
Conditions of Grant; Permitted Uses.  Licensee’s use and occupation of the ROW shall in 
all respects conform to all and each of the following provisions: 
 
2.2.1 Permitted Uses.  Licensee shall use the portions of the ROW solely for the uses 
allowed under this License and Agreement and shall conduct no other activity at 
or from those designated portions of the ROW where it has permission to be. The 
permitted uses are limited to the following: 
 
2.2.1.1 Constructing, maintaining, repairing, and operating the Facilities as 
described in this Agreement. 
 
2.2.1.2 To the extent that any Fiber Optic Networks within the route within the 
City carry intrastate and/or interstate Calls as referenced by A.R.S. §§ 9-
582 and 9-583, the City hereby grants Licensee a revocable and 
nonexclusive Telecommunications License ("Nonexclusive License") to 
run concurrently with the term of this Agreement. The permission granted 
herein shall be limited to the Fiber Optic Network routes identified in the 
map submitted to the City as part of Licensee's application and to future 
expansions or extensions that are done by Licensee in accordance with 
Section 12. 
 
2.2.1.3 Such additional related uses for which City may give consent from time to 
time. Such additional uses may only be conducted following City's giving 
to Licensee notice of such consent. City may terminate or impose 
conditions and limitations on such consent from time to time in City's sole 
and absolute discretion. 
 
2.3 
Prohibited Uses.  All other uses of the ROW are prohibited.  Licensee may not allow 
third parties to use the Facilities for any use that Licensee itself does not have the authority under 
this License and Agreement to use the Facilities for. The Telecommunications License granted 
by 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 that 
may be subject to a cable television or video services system license or franchise. This License

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does not allow a Multichannel Video System and/or the providing of Multichannel Video 
Programming Services and the Parties agree that a separate agreement would be needed in order 
to have such a system or to provide such services. 
 
2.4 
Facilities Limited.  The authority to install and construct any Conduit System and/or 
Fiber Optic Networks on City property granted herein authorizes Licensee only to install such 
fiber as is necessary to construct and operate the infrastructure described in this Agreement in 
order to provide the authorized services and does not authorize Licensee to install or construct 
any Facilities not expressly provided for in this Agreement. Future expansions may be approved 
by a site license, if determined appropriate by the City Engineer in his discretion, however, the 
terms and conditions of this Agreement shall apply to any such expansion area and Licensee 
shall provide to the City an updated Exhibit A depicting the area by map. Any expansion 
requesting payment-in-kind of any nature in lieu of any part of the right-of-way use fee shall 
require Council approval and amendment of this Agreement to specify the terms of payment. 
 
2.5 
Empty Conduit.  To the extent that Licensee occupies the ROW with solely empty 
Conduit and/or leased Dark Fiber and/or uses ROW to provide services other than 
telecommunication services as defined by A.R.S. § 9-581, such use and/or occupation of the 
ROW is subject to the terms and conditions of this Agreement and any applicable fees, permits 
and laws. 
 
2.6 
Compliance with Applicable Law.  Licensee shall comply with all applicable laws as 
amended from time to time, including but not limited to, the El Mirage City Code and Arizona 
and federal law in the exercise and performance of its rights and obligations under this 
Agreement. 
 
SECTION 3. Non-Exclusive Rights/Priority Rights 
 
3.1 
Non-Exclusive Grant.  This grant is not exclusive, and nothing herein contained shall be 
construed to prevent City from granting other like or similar grants or privileges to any other 
person, firm or corporation, or to deny to or lessen the powers and privileges granted to the City 
under the Constitution and laws of the State of Arizona. 
 
3.2 
Subject to City’s Use or Occupancy.  Any and all rights granted to Licensee shall be 
subject to the prior and continuing right of City to use the ROW exclusively or concurrently, 
with any other person or persons, and to manage City's owned facilities. Any and all rights to 
occupy the ROW granted to Licensee shall also be subject to all deeds, easements, dedications, 
conditions, covenants, restrictions, encumbrances, and claims to title which may affect public 
property. Nothing in this License shall be construed to grant, convey, create, or vest a perpetual 
real property interest in land to Licensee, including any fee or leasehold interest, easement, or 
any franchise rights. 
 
3.3 
Subject to Others' Use or Occupancy.  Any right or privilege claimed pursuant to this 
Agreement by Licensee for any use of any ROW shall be subordinate to:  A) any prior or 
subsequent lawful occupancy or use thereof by the City or any other governmental entity; B) 
any prior lawful occupancy or use thereof by any other person; C) and to any prior easements

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therein, provided however, that nothing herein shall extinguish or otherwise interfere with 
property rights established independently of this Agreement. 
 
3.4 
Rights Reserved to City.  There is hereby reserved to City every right and power 
required pursuant to this Agreement to be herein reserved or provided by any lawful ordinance 
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 or power, 
heretofore or hereinafter enacted or established. Neither the granting of any Agreement nor any 
provision hereof shall constitute a waiver or bar to the exercise of any lawful governmental right 
or power of City. 
 
3.5 
City's Modification Rights.  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, at no expense to the City, to remove, relocate or 
abandon in place Licensee's Facilities in order to accommodate the reasonable 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 its 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 and do not result due to the City's 
gross negligence or willful misconduct.  City will give Licensee ninety (90) days’ notice of any 
modification describe in this Section 3.5. 
SECTION 4. Notice of Other Users 
 
4.1 
Third Party Contracts.  Licensee may enter into contracts with unrelated third parties 
(“Users”) in the ordinary course of Licensee's business for use of the Conduit Systems and/or 
Fiber Optic Networks within the portions of the ROW subject to this Agreement. Such contracts 
("User Contracts") shall be subject to all requirements and provisions of this Agreement and the 
following: 
 
4.1.1 No person shall transmit voice, video, or data over the Fiber Optic Networks or 
otherwise use the Conduit System(s) except under a User Contract with Licensee. 
 
4.1.2 Such Users shall not perform any construction, maintenance, repair or other work 
of any kinds in the ROW related to the Fiber Optic Networks or Conduit 
System(s) and the identity of such Users must be disclosed to the City upon 
request but such information will be considered Confidential and Proprietary 
under Section 31. All User Contracts shall prohibit such Users from performing 
any construction, maintenance, repair, or other work of any description in the 
ROW related to the Fiber Optic Networks or Conduit System(s), unless such 
Users have an agreement with the City. 
 
4.1.3 In the event the User Contract provides for the User to construct, install, operate 
or maintain any portion of the Fiber Optic Networks or Conduit System(s) within 
the route in the ROW, no such arrangement shall proceed until the User enters 
into an Agreement with the City for use of the City's ROW.

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4.2 
Responsible for Third Party Users.  Licensee shall cause to comply with this Agreement 
all persons using the ROW through or under Licensee or this Agreement. Licensee is responsible 
for any violations of this Agreement by persons using the ROW through or under Licensee or 
this Agreement. 
 
4.3 
Dark Fiber Leases.  Should Licensee lease Dark Fiber or Conduit to a User within the 
ROW, Licensee shall inform the City within forty-five (45) business days of the location and 
length of the Dark Fiber or Conduit route that is being leased through an indefeasible right of use 
agreement or similar contractual arrangement. A pro-rated ROW use fee will be calculated from 
the installation date to the anniversary date of the Agreement and such amount will be added on 
to the annual fee that will be due on the anniversary date of the Agreement. This additional 
footage will be added to any current leased Dark Fiber or Conduit footage and used in the 
calculation of the total annual fee owed on the anniversary date of this Agreement. Identification 
of the Dark Fiber lessee will be kept confidential to the extent allowed by law. If there is a public 
records request for such information, City will contact Licensee to allow it an opportunity to seek 
judicial relief to prevent the disclosure of the lessee's identity. 
 
SECTION 5. Description of the Services and Routes 
 
Licensee does not currently use its Fiber Optic Network in the City of El Mirage, but intends to 
provide the following services after license approval: internet services, ethernet services, conduit 
and dark fiber services. 
 
SECTION 6. Regulatory Conditions Relating to Right-of-Way Usage 
 
For purposes of this Agreement, whenever work is done in the ROW relating to any of the 
Facilities, Licensee agrees that it is solely responsible for the acts, errors, omissions, and any 
negligence of any or all of its Contractors and that the obligations of Sections 6 and 7 are 
imposed on both Licensee and any of its Contractors, who will be considered Licensee's agents 
and for whom Licensee will be responsible.  Licensee will ensure that Licensee and its agents 
comply with ROW use requirements as follows: 
 
6.1 
Registration.  Licensee agrees to register with the City by completing an application or 
renewal form and paying the applicable application fee. 
 
6.2 
Notice of Changes.  Licensee shall file a proposed amendment to the registration before it 
makes any change that would render the registration information incomplete or inaccurate. A 
change of Licensee's name or address must be filed at least 10 days prior to the date the change 
becomes effective; a change in the telephone number must be filed 10 days before the change 
becomes effective. 
 
6.3 
Facilities Construction.  Licensee is completely responsible for ensuring that its Facilities 
are constructed, installed, operated and/or maintained in accordance with the El Mirage City 
Code and established practices with respect to such ROW and easements such as the proper 
permits being applied for prior to commencing any work and that the terms and conditions of 
such permits are strictly follows.

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6.4 
Plan Approval.  Licensee’s use of the ROW and easements under the control of the City 
shall be according to plans approved by the City Engineer, provided that such approval shall not 
be unreasonably withheld or delayed. 
 
6.5 
Interference Minimized.  The Facilities to be constructed, installed, operated maintained, 
upgraded, and removed hereunder, shall be so located or relocated as to interfere as little as 
possible with traffic or other authorized uses within said ROW and easements. Any phases of 
construction and/or installation relating to traffic control, backfilling, compaction, and paving, as 
well as the location or relocation of said Facilities shall be subject to regulation by the City 
Engineer. 
 
6.6 
City's Reserved Powers.  Licensee and its agents shall be subject to the City's exercise of 
such police, regulatory, and other powers as it now has or may later obtain. City shall have 
continuing jurisdiction and supervision over any Facilities located within or on ROW. Daily 
administrative, supervisory, and enforcement responsibilities shall be delegated and entrusted to 
the City Manager or designee to interpret, administer, and enforce the provisions of this License 
and Agreement. 
 
SECTION 7. Plan Approval, Permits, and Inspection 
 
7.1 
Required Approvals.  No Facilities shall be installed, constructed, located on, or attached 
to any property within the City 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 its Contractor(s) who are involved in the installation, construction, 
maintenance, repair, location, relocation and any other activity involving Licensee's Facilities 
subject to this License and Agreement. Additionally, Licensee and its Contractor(s) shall comply 
with all other provisions of the El Mirage City Code, regarding streets and sidewalks, and other 
applicable City and/or county regulations, as applicable. 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 users of the ROW. 
 
7.2 
Permits; Licenses.  Licensee shall submit the applicable permit application(s) 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 performed 
pursuant to the rights granted under this Agreement. Licensee and/or its Contractor(s) shall abide 
by all stipulations of all licenses and permits issued. If Licensee desires to change the location of 
any portion of the Conduit System(s) and/or Fiber Optic Network(s), including any related 
Facilities or Equipment, from that set forth in the initial Permit Application, Licensee shall apply 
for and obtain approval for an amendment to the permit prior to installation or construction. 
 
7.3 
Multiple Permit Policy.  The City may issue reasonable policy guidelines to all 
licensees/users to establish procedures for determining how to control issuance of 
engineering permits to multiple licensees/users for the same one-mile segments of their 
Facilities.  Licensee agrees to cooperate with the City in establishing such policy and comply

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with the procedures established by the City Engineer or designee to coordinate the issuance of 
multiple engineering permits in the same one-mile segments. 
 
7.4 
Approval; Denial.  City will approve or deny such applications based on the availability 
of space at the location sought by Licensee, safety, and other considerations in accordance with 
the City's Code, applicable ROW construction regulations, and other applicable law. Licensee 
and/or its Contractor(s) agree to comply with the terms of City-issued licenses and permits. 
 
7.5 
Construction Standards.  Any new Conduit or other Facilities placed in the ROW will be 
constructed using industry standards horizontal directional drilling and trenching construction 
methods. Micro-trenching may also be allowed with permission from the City. If allowed, any 
micro-trenching activity shall comply with the standards set forth in Exhibit C, which are 
incorporated by reference into this License. Other material placed in the ground may include 
concrete manholes and fiber optic cable, splice cases, tracer wire, grounding material, mule tape, 
jet string, pull boxes, handholes, and conduit plugs and shall be installed in an organized fashion 
approved by the City. Construction shall be in full compliance with Uniform Standard 
Specifications and Details for Public Works Construction sponsored and distributed by the 
Maricopa Association of Governments as amended (hereinafter referred to as "MAG"), any City 
supplements to MAG, and the City of El Mirage encroachment and other permit regulations, as 
may be applicable. 
 
7.6 
System Component Changes.  If Licensee desires to change the components of any of the 
Fiber Optic Network and such would require Licensee to obtain a permit, written approval of 
such change must be obtained from the City Engineer. 
 
7.7 
Specifications.  The City shall have the right to inspect all construction or installation 
work performed subject to the provisions of this License and to make such tests as it shall find 
necessary to meet City standards and the MAG Uniform Standard Specifications and Details for 
Public Works Construction to ensure compliance with the terms of this License and other 
pertinent provisions of law. 
 
7.8 
New System Installation.  Any new Conduit system(s) and/or Fiber Optic Network(s) 
shall be installed as agreed upon by Licensee and the City. If portions of this project will take 
place on the major arterial streets in City, Licensee and City will work to minimize the 
inconvenience to the citizens of City and others who use those major arterial streets impacted by 
the project by developing segments of the project to be completed in sequence. 
 
7.9 
Minimal Interference with City Uses.  Any Conduit systems and/or Fiber Optic 
Network(s) to be constructed, installed, operated, and maintained under this Agreement shall be 
located or relocated so as to not unreasonably interfere with traffic, existing utilities, existing or 
future fire, emergency, or other Equipment, methodology, or technology (i.e., voice or other data 
carrying receiving of transmitting equipment), or other authorized uses over, under, or through 
said streets and public ways.  If such unreasonable interference should occur, Licensee shall 
immediately discontinue using the Equipment, methodology, or technology that causes the 
interference until Licensee takes corrective measures to alter or eliminate such interference to the 
satisfaction of City.  Any such corrective measures shall be made at no cost to City.

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7.10 
Co-location.  Licensee's installation of the Facilities shall be reasonably coordinated with 
other utilities and City to accommodate opportunities for common installation along Licensee's 
route as set forth in this Agreement. All installations of cable and/or fiber shall be in Conduit or 
Inner-duct as reasonably approved by the City Engineer. Provided, however, nothing herein shall 
require Licensee to incur any additional expense to accommodate common installations.  
 
7.11 
Facility Location Street Opening.  Although the exact placement and location of any 
additional Facilities shall be determined by City through the permit process, City has expressed 
its desire to have any Facilities installed outside of the paved street areas whenever such location 
is feasible and reasonable.  Arterial streets shall not be bored unless approved by the City 
Engineer.  In the event that a street opening in new pavement or resurfaced pavement cannot be 
avoided, Licensee agrees to pay a reasonable surcharge fee to cover damages and early 
deterioration will be assessed for cutting new or resurfaced pavements according to all applicable 
City standards, including, but not limited to City Code § 151.009. Once installation is complete, 
Licensee shall restore the property, improvements or landscaping disturbed by Licensee or its 
Contractors to a condition substantially comparable to the condition before the opening or 
alteration in compliance with City standards, as applicable, and the restoration shall be 
performed with due diligence within a reasonably prompt time. 
 
7.12 
Representative.  Licensee shall also provide and identify a representative, such as a 
project manager, who shall be the contact person for the City during any construction periods. 
 
7.13 
Neighbor Notification.  Prior to the start of any construction work, Licensee shall provide 
written notice to the businesses and/or residences adjacent to the work being done. If an 
emergency requires activity without such written notice, Licensee shall use reasonable best 
efforts to provide timely actual notice to the owners or other persons having lawful control of the 
adjoining property. 
 
7.14 
Opening or Alteration.  Whenever Licensee or its Contractors 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 within seven (7) business days, or 
such time as allowed by the City Engineer.  Licensee shall upon the completion of the opening or 
alteration, restore the property, improvements, or landscaping disturbed to a condition 
substantially comparable to the condition before the opening or alteration and in compliance with 
any City standards, as applicable, and the restoration shall be performed with due diligence 
within a reasonably prompt time. 
 
7.15 
Traffic Control 
 
All traffic shall be regulated in accordance with MAG standards and applicable City policies and 
regulations, with a plan for such traffic control provided to the City for review and approval.   
Traffic control plans must be reviewed and approved by the City and may require a separate fee. 
Licensee shall designate an American Traffic Safety Services Association (ATSSA) certified 
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

13 
 
insure that traffic is carried through the work area in an effective manner and that motorists, 
pedestrians, bicyclists, and workers are protected from hazard and accidents. Licensee shall have 
full responsibility and liability for traffic control for work performed by Licensee or their 
Contractors.  City will make no payment for traffic control.  In the event Licensee or its 
Contractor(s) damage any traffic signal equipment, traffic signal conduit, loop detectors, and/or 
circuits, it shall have them repaired immediately at its expense by an electrical contractor that has 
had traffic signal experience which is approved by the City. Any damage caused by Licensee or 
its Contractor(s) or subcontractors that are repaired by the City will be billed to Licensee at two 
times the cost. 
 
7.16 
Clean Up/Return to Condition.  Licensee and/or its Contractor(s) shall, during 
construction and upon completion of the work, remove all temporary construction facilities, 
debris, and unused materials provided for in the work, and keep the work site of the work and 
ROW in a safe, neat and clean condition. Following maintenance or construction activities, 
Licensee and/or its Contractor(s) shall restore all public and private property disturbed by the 
work to the same or better condition than existed prior to the work, in accordance with City 
standards. 
 
7.17 
Safety.  Licensee and Licensee's Contractor(s) shall be solely and completely responsible 
for the conditions of any job site where the infrastructure is being placed, including safety of all 
persons (including employees) and property during performance of the work. This requirement 
shall apply continuously and not be limited to normal working hours. Safety provisions shall 
conform to all applicable federal (including OSHA), state, county, and local laws, ordinances, 
codes, and regulations. Where any of these are in conflict, the more stringent requirement shall 
be followed. 
 
7.18 
Blue Stake.  Licensee and its Contractor(s) shall comply with A.R.S. §§ 40-360.21 
through 40-360.32. 
 
SECTION 8. Hazardous Substances 
 
8.1 
Applicable Law.  Licensee's and its Contractor(s)' 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. or 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"). 
 
8.2 
Toxic Substance Restrictions.  Licensee and/or its Contractor(s) 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: 
 
8.2.1 Vehicle Use.  Ordinary gasoline, diesel fuel or other fuels or lubricants necessary 
for ordinary use in motor vehicles and ordinary construction machinery permitted

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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. 
 
8.2.2 Batteries.  Electric backup batteries. 
 
8.3 
Disposal.  Licensee and/or its Contractor(s) shall dispose of any Toxic Substances away 
from the ROW as required by law and as reasonably required by City. 
 
8.4 
Use Restriction.  Licensee and/or its Contractor(s) 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. 
 
8.5 
City Held Harmless.  In addition to and without limitation of any other indemnities or 
obligations, Licensee shall pay, indemnify, defend and hold City harmless against any loss or 
liability incurred by reason of any Toxic Substance on or affecting the portion of the ROW used 
that is attributable to or directly caused by Licensee, its Contractor(s) or anyone using the ROW 
under this Agreement. 
 
8.6 
Notice to City.  Licensee and/or its Contractor(s) shall immediately notify 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/or any other 
persons using the ROW under this Agreement did not do any of the following:  (A) Participate in 
the Toxic Substance coming to the ROW; (B) Fail to immediately report the Toxic Substance to 
City; (C) Participate in spreading or otherwise disturbing the Toxic Substance; or (D) Exacerbate 
the effects of the Toxic Substance or the difficulty or cost of dealing with the Toxic Substance. 
 
8.7 
Acknowledgement of Potential Toxic Substances.  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. 
 
8.8 
Notice of Violation.  Within twenty-four (24) hours after any violation by Licensee 
and/or by its Contractor(s) of this Agreement pertaining to Toxic Substances, Licensee shall give 
City notice reporting such violation. 
 
SECTION 9. On-Call Assistance 
 
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 its Facilities. 
Licensee shall use reasonable efforts to respond to any issues within the time frames specified in

15 
 
its service level agreements. Licensee shall make arrangements with a local entity to handle any 
necessary problems or complaints.  
 
SECTION 10. Mapping Requirement 
 
10.1 
As-Built Drawings.  Licensee shall maintain As-Built Drawings of its Facilities located 
within the ROW and furnish a copy both electronically (or in a mapping format compatible with 
the current City electronic mapping format as specified by the City) and in hard copy form on an 
annual basis or upon reasonable request by the City. Licensee shall create and maintain maps of 
any of its Conduit System and/or Fiber Optic Network routes, new routes, and any above ground 
Equipment located in the ROW and precise and verifiable horizontal and vertical location 
information and will make this information available to the City. Licensee will also provide 
surface-location marking of any of Licensee's Facilities that are located underground within any 
public ROW within 10 business days of installation. The information provided by Licensee 
under this section shall be accurate to the best of Licensee's knowledge. Licensee shall make 
every reasonable effort to provide accurate and useful information. Licensee shall be permitted to 
remove any information from the drawings provided hereunder that is not required for the City's 
purposes or is otherwise confidential to Licensee. 
 
10.2 
Failure to Provide Updates.  If complete updates are not provided in a compatible format, 
Licensee shall pay the actual, reasonable costs the City incurs to update the City's electronic 
mapping format due to the location or relocation of Licensee's Facilities. 
 
10.3 
Incorrect Format Records.  In the event Licensee fails to supply records in the City 
specified format and there is a cost to the City in converting Licensee provided files, Licensee 
will be responsible for the conversion costs and will pay such costs within 30 days of the date of 
the bill from the City invoicing the amount due. 
 
10.4 
Confidentiality.  The files and drawings provided by Licensee to the City shall be 
considered confidential and subject to the restrictions in Section 31 below and disclosed as a 
public record only to the extent required by A.R.S. § 39-126.01. 
 
SECTION 11. Relocation 
 
11.1 
Relocation Costs.  Licensee shall relocate at no expense to the City any 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 and City project whenever directed to do so by City. 
The City shall provide reimbursement only to the extent that may be mandated by applicable 
state or federal law. Licensee shall not hold the City liable for failure to request or file a claim for 
any funds for the relocation of the Licensee’s Facilities. 
 
Within 90 days after service of notice by the City, Licensee shall remove the designated portions 
of the Facilities, or in the event that, by the nature of the removal such removal cannot be 
performed within the 90-day period, Licensee shall take reasonable steps to remove the 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

16 
 
improvement at no cost and expense to the City. City agrees to cooperate with Licensee to 
identify alternate locations where available within the ROW. 
 
11.2 
Relocation Permits.  Licensee agrees to obtain a permit as required by this Agreement 
prior to removing, abandoning, relocating or reconstructing any portion of its Conduit System(s) 
or Fiber Optic Network(s) on public property or ROW.  Notwithstanding the foregoing, 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 the Facilities.  
Licensee shall apply for separate permits for any maintenance work unless they have obtained an 
annual “Blanket Permit” from the City. 
 
11.3 
City Self-Help.  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 relocation costs by drawing upon the letter of credit or security fund 
required by this Agreement pursuant to Section 25. 
 
11.4 
Consent.  Except as otherwise provided herein, City shall not, without the prior written 
approval of Licensee, intentionally alter, remove, relocate, or otherwise interfere with any 
portion of Licensee's Facilities unless otherwise allowed by this Agreement.  Any written 
approval required shall be promptly reviewed and processed by Licensee and shall not be 
unreasonably withheld. 
 
SECTION 12. Expansion or Extension of the Current Use Area 
 
12.1 
Approval Required.  Any further expansion and/or extension of Licensee's Fiber Optic 
Network and or empty Conduit placement shall require written approval from City, which may 
be approved by a site license approved by the City Engineer so long as any expansion requesting 
payment-in-kind of any nature in lieu of any part of the right-of-way use fee shall require 
Council approval and amendment of this Agreement to specify the terms of payment. 
 
12.2 
Expansions Governed by this Agreement.  Licensee agrees that such further expansions 
and/or extensions shall be at all times governed by the terms and conditions of this Agreement. 
 
12.3 
Information Required.  Requests for expansions and/or extensions should identify the 
route, number of conduits, size of conduits, fiber count, and intended use. 
 
SECTION 13. Damage to Public Property 
 
13.1 
Duty to Restore Damage.  In addition to any indemnity obligation under this License and 
Agreement, whenever the installation, use, maintenance, removal, or relocation of any of 
Licensee's Facilities is required or permitted under this Agreement, and such installation, 
removal or relocation damages or disturbs the surface or subsurface of any ROW or public 
property or the public improvement 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

17 
 
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 10 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 proposed costs to be incurred or the actual costs incurred by the City at City's standard rates. 
 
13.2 
Emergency Restoration.  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 severed City-owned Conduit and/or fiber must be completely repaired 
or replaced to the nearest splice point.  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, 
relocation and/or removal costs from Licensee and may draw upon a bond and/or letter of 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 13.3 below. 
 
13.3 
Pavement Restoration Costs.  Licensee agrees to restore the pavement and to reimburse 
the City for all costs arising from the reduction in the service life of any public road for any 
pavement cuts by Licensee pursuant to City Code, including, but not limited to, City Code § 
151.009. Licensee agrees to pay within 30 days from the date of issuance of an invoice from 
City. Failure to do so shall entitle City to draw upon the letter of credit or security fund and/or 
performance bond. 
 
13.4 
Payment Deadline.  Upon the receipt of a demand for payment by City, Licensee shall, 
within 30 days, reimburse City for any costs. 
 
SECTION 14. Public Emergency Disruption by City 
 
City shall have the right, because of a Public Emergency, to sever, disrupt, remove, tear out, dig-
up, or otherwise damage and/or destroy Facilities of Licensee without any prior notice if the 
action is deemed necessary by the City Manager, Fire Chief, Police Chief, City Engineer, or 
Public Works Director. In such event, neither the City nor any agent, contractor, or employee of 
the City shall be liable to Licensee, its Contractors or its customers or their parties for any harm 
so caused to them or the Facilities, unless such damages are caused by City's gross negligence or 
willful misconduct.  When practical and if possible, City will consult with Licensee in advance 
to assess the necessity of such actions and to minimize to the extent practical 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 its Facilities damaged 
pursuant to any such action taken by City.

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SECTION 15. Public Safety/Hazards 
 
If any of Licensee's Facilities or activities present any immediate hazard or impediment to the 
public, to the City, to other improvements or activities within or outside of the route area(s), 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 at no expense to City to remove any such hazard or impediment. If the Licensee's 
response is delayed or the work cannot be completed within a reasonably practicable time, the 
City may take action to remove any immediate hazard or impediment to the public. 
 
SECTION 16. Contractors 
 
The specific independent Contractors and/or subcontractors identified and used by Licensee for 
the construction activities to expand and extend Licensee's Facilities and Service Area will need 
to be approved by the City Engineer or designee prior to issuance of construction permit. 
Approval shall not be unreasonably withheld, delayed, conditioned, or denied. Any Contractors 
performing construction work within the ROW or public easements shall comply with licensing 
requirements of the Arizona General Contractors.  Licensee represents and warrants all 
independent Contractors maintain coverages the same as all the requirements stated herein for 
Licensee. 
 
SECTION 17. Legal Workers 
 
If, and to the extent A.R.S. § 41-4401 is applicable to this Agreement, Licensee shall comply 
with laws regarding workers as follows: 
 
17.1 
Warranty of Compliance.  Licensee warrants to City that Licensee and all of its 
Contractors will comply with federal immigration laws and regulations that relate to their 
employees and that there is compliance with the E-Verify Program under A.R.S. § 23-214. 
 
17.2 
Breach of Warranty.  A breach of the foregoing warranty by Licensee shall be deemed a 
material breach of this Agreement that is subject to penalties up to and including termination of 
this Agreement. 
 
17.3 
Inspection of Records.  City retains the legal right to inspect records to ensure 
compliance with the warrant given above. 
 
17.4 
Warranty of Violations.  Licensee shall indemnify, defend, and hold City harmless for, 
from, and against all losses and liabilities arising from any and all violations of the warranty 
given above. 
 
SECTION 18. Effective Date and Validity of Agreement 
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

19 
 
regarding the Agreement. Licensee acknowledges and accepts the right and authority of City to 
execute this Agreement and to enforce the terms herein. 
 
SECTION 19. Term of Agreement 
 
The original term of this License and Agreement shall terminate 11:59 p.m. on the date prior to 
the date that is the fifth (5th) annual anniversary of the Effective Date of this Agreement, unless 
sooner terminated as set forth in this Agreement. 
 
SECTION 20. Modification, Renewal, Extension 
 
20.1 
Renewal Process.  At the end of the original Term, this License and Agreement shall be 
renewed for an additional five (5) years ("Extension Term"), if Licensee has complied with the 
License and Agreement's terms and conditions. Such Extension Term would expire at 11:59 p.m. 
on the fifth (5th) anniversary of the beginning date of the Extension Term (same day and month 
as the original Term's anniversary date), unless either party provides written notice of non-
extension to the other party at least ninety (90) days prior to the expiration of the Extension 
Term. 
 
20.2 
Renewal Fee.  The City’s renewal fee shall be paid at the time of the submission of the 
application. 
 
20.3 
Agreement Changes.  City shall have the right to renegotiate any of the terms that may be 
required by applicable federal, state or local law or regulations. Licensee understands that the 
City may adopt future code amendments and/or fee schedules relating to Facilities located within 
the ROW, which may replace in its entirety the current fees and other costs imposed under this 
Agreement. Licensee acknowledges the right of the City to adopt and implement such lawful 
code amendments and/or fee schedules. 
 
20.4 
Holdover Term.  If Licensee's Facilities remain in the ROW, and Licensee continues to 
use such Facilities beyond the expiration of the license term and pay the annual fees, the License 
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 or until the date of the first City Council meeting scheduled immediately 
after the expiration of the term, and no permits will be issued to Licensee by the City until a new 
License has been approved by the City Council. 
 
20.5 
Expiration of Holdover Term.  Failure by Licensee to have a valid License and 
Agreement to use the 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 and the 
liquidated damages amount set forth in Section 33 shall apply.  If, however, Licensee has timely 
filed its application and is in active negotiations with the City prior to the expiration of the 
License and 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.

20 
 
SECTION 21. Payments 
 
21.1 
No Rights Waived.  By entering into this Agreement, neither party waives any current or 
future rights reserved under the Telecommunications Act of 1996, including but not limited to, 
those rights set forth in Section 253(c), reserving the City's right to manage the public ROW and 
to require fair, non-discriminatory and reasonable compensation for use of the public ROW. 
 
21.2 
Payments to City.  Licensee shall be solely responsible for payment to City as follows: 
 
21.2.1 Application Fee.  Licensee shall pay City an application fee in the amount of five 
hundred dollars ($500.00) for the administrative costs involved in the issuance of 
this License, which shall be due after execution of this Agreement at the time of 
the submittal of the application. 
 
21.2.2 Transaction Privilege Tax.  Licensee will owe transaction privilege tax on any 
qualifying services under the El Mirage City Code. 
 
21.2.3 ROW Usage Fee for Provision of Interstate Telecommunications Services.  A 
Fiber Optic Network in the ROW that carries interstate traffic between and among 
Licensee's interstate points of presence exclusive of the Fiber Optic Network used 
by the local network and the portion of the interstate network that carries 
intrastate calls is subject to an annual fee based on the number of linear feet of 
trench in the ROW.  The annual fee is $1.11 per linear foot of trench in the ROW, 
which may be adjusted annually based on the United States Department of Labor, 
Bureau of Labor Statistics, Consumer Price Index-All Urban Consumers, West 
Region for All Items (CPI).  If there is no increase in the CPI, the fee shall remain 
what it was for the prior year. The term “per linear feet of trench” includes all 
methods of installation including standard trenching, boring, micro-trenching, etc. 
 
21.2.4 Compensation for Use of ROW.  Licensee agrees to pay an annual fee for the 
portion of the ROW used by Licensee for Dark Fiber or Conduit leasing to Users, 
empty Conduit occupation of the ROW, and any other uses other than those 
conforming to the definition of Telecommunication Services as defined in A.R.S. 
§ 9-581.  Unless a different calculation for fair and reasonable compensation is 
agreed to by the City, the fee will be calculated at the same linear foot rate as in 
Section 21.2.3 above. 
21.2.4.1 
Licensee warrants and represents that at the time of the execution of 
this Agreement, it is not leasing Dark Fiber or Conduit to third party 
Users within the ROW. In the future, should Licensee lease any of its 
Dark Fiber or Conduits to a third-party User, Licensee shall 
immediately notify the City of the location and footage of such leased 
Dark Fiber or Conduit route(s) and pay a pro-rated linear foot fee that 
is due for the length of such route(s), unless a different calculation for 
fair and reasonable compensation is agreed to by the City.

21 
 
21.3 
Annual Payments.  For any annual payment(s) owed, Licensee shall make such 
payment(s) to the City within 30 business days of the Effective date of this Agreement and by 
the anniversary of such Effective Date thereof for the duration of the term. 
21.4 
Arrearage.  As of the date of this Agreement, the City agrees that Licensee has no 
outstanding amounts owed to the City and will begin this Agreement in good standing. 
21.5 
Permit Fees.  Licensee shall pay all applicable plan review and construction permit fees 
to place Facilities in the ROW, which includes charges for encroachment permit applications, 
traffic control plans, issuance, inspection, testing, plan review and any other fees adopted by City 
and applicable to persons doing work and/or encroaching in the City's ROW pursuant to El 
Mirage City Code. 
21.6 
Damage Fees.  Licensee shall pay any reasonable costs associated with any damage 
caused to the ROW or public property. 
21.7 
Pro-rated Fees.  Within thirty (30) days after the issuance of a permit for the installation 
of additional footage of Conduit(s), if such installation subjects Licensee to an annual fee 
pursuant to Section 21.2.3 or Section 21.2.4 above (if applicable), Licensee will pay a pro-rated 
portion of the annual fee, as adjusted, per linear foot for that section of its expanded route.  The 
prorated annual fee shall be determined by multiplying the annual footage fee, as adjusted, for 
the year of payment, by a fraction, the numerator of which is the number of full months between 
the month installation and the next following anniversary date of this Agreement and the 
denominator of which is 12.  In the event, Licensee cancels or returns a permit and does not 
construct or install Facilities, which had been approved by such a permit, the footage fees 
previously paid for ROW or public property used or occupied by Licensee shall be applied as a 
credit toward any annual fee or refunded to Licensee by City. 
21.8 
Checks.  Any checks should be sent to the City at 10000 N El Mirage Rd, El 
Mirage, AZ 85335, or as otherwise directed by the City, Attn: Finance Department. 
21.9 
Interest.  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.  If the dispute is later resolved in favor of the City, Licensee will owe 
the interest on the amount determined to be owed. 
SECTION 22. In-Kind Payment as an Offset to Fees Owed 
This section is not applicable. 
SECTION 23. Taxes 
Licensee shall pay any applicable City, county, and state transaction privilege and use tax. Such 
taxes are in addition to any non-tax amounts owed by Licensee pursuant to Section 21. Licensee 
consents to the disclosure of information reported on Licensee's transaction privilege tax returns 
by authorizing the City's tax collector to release information to the City Manager or designee.

22 
 
SECTION 24. Performance Bond 
24.1 
Bond Requirements.  Prior to receiving any permit to construct, install, maintain or 
perform any work on public property that requires a permit from the City pursuant to applicable 
City codes, Licensee shall cause to be filed and maintain until either completion of the 
construction or termination of this Agreement as determined by Licensee, a faithful performance 
bond in favor of City in the sum of One Hundred Thousand Dollars ($100,000) 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 in the bond, up to the whole thereof, may be 
forfeited to compensate 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.  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 and/or letter of credit. 
24.2 
Bond Release.  If Licensee has completed the above construction and wants the bond 
released, the City will need to 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. 
SECTION 25. Security Fund 
25.1 
Deposit Required.  Upon application for use of the ROW, but no later than five (5) 
business days before this Agreement is submitted to the City Council for approval, Licensee 
shall provide either a cash deposit or domestic irrevocable standby letter of credit to the City 
Engineer in the initial amount of Fifty Thousand Dollars ($50,000) as a security fund that is in 
a form as approved by the City Attorney.  Said cash deposit or letter of credit shall be 
maintained with the City for the term of this Agreement as security for the faithful 
performance by Licensee of all the provisions of this Agreement, and compliance with all 
lawful orders, permits and directions of any department or office of the City having jurisdiction 
over its acts or defaults under this Agreement and any permit issued pursuant thereto, and the 
payments by Licensee of any fees, claims, liens and taxes due the City which arise by reason of 
the construction, operation or maintenance of the Facilities. Upon material default that remains 
uncured (after written notice) for greater than 30 days the City shall have the full power of 
withdrawal of funds from the cash deposit put into the security fund account or letter of credit 
except that all interest accrued on any cash deposit shall be payable to Licensee on demand.  
No withdrawals shall be made from the security fund account without the prior written 
approval of the City Manager and 60 days prior written notice of intent to withdraw to 
Licensee. 
25.2 
Withdrawal.  Within 20 days after notice to Licensee that any amount has been 
withdrawn by City from the security fund account or letter of credit, Licensee shall deposit a 
sum of money sufficient to restore such security fund account to the original amount or present 
to the City an additional irrevocable letter of credit in said amount so that the total amount of 
funds available to the City is Fifty Thousand Dollars ($50,000).

23 
 
25.3 
 Restoration of Deposit Amounts.  If Licensee fails, within 10 business days of a 
notice of intent to draw on either the security fund account or on the letter of credit, to either 
dispute the notice in writing; or pay City any taxes or fees due and unpaid; or fails to repay to 
City, within such 10 business days of such notice, 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 fails, within 30 days of such notice of failure by City to dispute the notice in 
writing, or comply with any provision of this Agreement which City reasonably determines 
can be remedied by an expenditure of funds from the cash deposit in the security fund account 
or letter of credit, City may immediately withdraw the amount thereof, with interest from the 
security fund account.  Upon such withdrawal, City shall notify Licensee of the amounts and 
date thereof. 
25.4 
Erroneous Withdrawal.  Any funds that City erroneously or wrongfully withdraws shall 
be returned to Licensee, within 30 business days of such a determination. If the Licensee 
believes any funds have been erroneously or wrongfully discharged, the Licensee shall provide 
written notice to the City and allow the City an opportunity to resolve the issue in good faith.  
25.5. Rights Reserved.  The rights reserved to City, with respect to the security fund account 
and/or letter of credit, are in addition to all other rights of 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 account or letter of credit shall affect any other right City may have. 
SECTION 26. Insurance 
26.1 
Minimum Limits of Insurance.  Licensee shall at all times during the term of this 
Agreement, at its own cost and expense, carry and maintain for the mutual benefit of the City 
and Licensee, general public liability insurance against claims for bodily injury, 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, employees or servants during all times that 
this License and Agreement is in effect. Insurance limits are inclusive of umbrella coverage.  
Licensee shall maintain limits no less than those stated herein for each type of insurance. 
26.2 
General Requirements.  Licensee's insurance, 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 to do business in the State of Arizona. 
26.2.1 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 City, constitute a material breach of this Agreement and may result 
in termination of this Agreement. 
26.2.2 The insurance coverage, except workers' compensation, required by this 
Agreement, shall name City, its agents, representatives, directors, officials, and 
employees, as additional insureds, and shall specify that insurance afforded 
Licensee shall be primary insurance, and that any self-insured retention and/or

24 
 
insurance coverage carried by City, or its employees shall not contribute to the 
coverages provided by Licensee.  This provision and the naming 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). 
26.2.3 The insurance policies shall contain a waiver of transfer rights of recovery 
(subrogation) against City, its agents, representatives, officers, directors, officials 
and employees for any claims arising out of Licensee 's acts, errors, mistakes, 
omissions, work or service. 
26.2.4 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. The amounts of any 
self-insured retentions shall be noted on the Certificate of Insurance. Self-insured 
retentions of up to One Million Dollars ($1,000,000) shall be accepted. 
26.2.5 All policies shall contain an endorsement providing that the coverage afforded 
under such policies shall not be reduced, canceled or allowed to expire until at 
least thirty (30) days prior written notice has been given to City ten (10) days 
prior to a written notice for non-payment of premiums. 
26.2.6 Licensee shall be responsible for ensuring that the City is notified within the 
above noted time period of the occurrence of any reduction in the insurance 
coverage amounts, cancellation or expiration of any of the policies as required by 
this License and Agreement. 
26.2.7 Licensee shall include all Contractors as additional insureds under its policies or 
shall furnish separate certificates and endorsements for each subcontractor. All 
coverages for Contractors shall be subject to all the requirements stated herein for 
Licensee. 
26.2.8 City reserves the right to periodically review said insurance limits to ensure 
coverage based on market and risk requirements throughout the effective term of 
this Agreement. 
26.3 
Proof of Insurance-Certificates of Insurance. 
26.3.1 Prior to or upon execution of this Agreement, Licensee shall furnish to 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's Risk 
Management Division approval of such Certificates.  Such certificate(s) shall 
include the endorsement listing the City as an Additional Insured pursuant to 
Section 26.2.2 and shall be attached as Exhibit B to this Agreement.

25 
 
26.3.2 If a policy does expire during the life of this Agreement, a renewal certificate 
must be sent to the City prior to the expiration date. Failure to provide the City 
with such a certificate, and failure by the City to demand the filing of such a 
certificate before such a permit is issued, shall not be deemed to waive the 
Licensee’s obligation to provide the insurance. The insurance certificate shall 
remain in effect and be kept on file with the City until all work to be performed 
by the permittee under the permit has been completed. When an encroachment 
involves a permanent obstruction, the insurance certificate requirements shall 
remain in effect until the construction is removed. 
26.3.3 All Certificates of Insurance shall identify the required policies in effect on 
behalf of Licensee, their policy period(s), and limits of liability. Coverage 
shown on the Certificate of Insurance must coincide with the requirements in the 
text of the Agreement documents.  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: 
City of El Mirage 
Attn: Risk Manager 
10000 N El Mirage Rd 
El Mirage, AZ 85335 
26.3.4. City reserves the right to request, within 10 business days, certified copies of any 
or all of the herein required insurance endorsements.  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 City's right to insist on, strict fulfillment of Licensee's obligations 
under this Agreement. 
26.4 
Required Coverage. 
26.4.1 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 a consultant or Contractor or by anyone directly or indirectly employed by any 
of them, or by anyone for whose acts Licensee may be legally liable. Coverage 
under the policy will be at least as broad as Insurance Services Office, Inc., policy 
form CG 00 01 and CG 20 37 or equivalent thereof, including, but not limited to, 
severability of interest and waiver of subrogation clauses. 
26.4.2 Claims for damages because of bodily injury, sickness or disease, or death of any 
person other than the Licensee's employees; 
26.4.3 Claims for damages insured by usual personal and advertising injury liability 
coverage;

26 
 
26.4.4 Claims for damages, because of injury to or destruction of tangible property, 
including loss of use resulting therefrom; 
26.4.5 Claims involving contractual liability insurance applicable to Licensee's 
obligations under the Indemnification Agreement subject to policy terms and 
conditions. 
26.5 
Commercial General Liability – Minimum Coverage Limits.  The Commercial General 
Liability insurance required herein shall be written for not less than Five Million Dollars 
($5,000,000) limits of liability.  Any combination between general liability and excess general 
liability alone amounting to a minimum of Five Million Dollars ($5,000,000) per occurrence and 
an aggregate of Ten Million Dollars ($10,000,000) in coverage will be acceptable.  The 
Commercial General Liability additional insured endorsement shall be as broad as the Insurance 
Services, Inc.'s (ISO) Additional Insured, Form B, CG 20 10 and CG 20 37, and shall include 
coverage for Licensee's completed operations and products. 
26.6 
Worker's Compensation and Employer's Liability.  Licensee shall maintain Worker's 
Compensation insurance to cover obligations imposed by federal and state statutes having 
jurisdiction over Licensee's employees engaged in the performance of the work or services; and 
Employer's Liability insurance of not less than One Million Dollars ($1,000,000) for each 
accident, One Million Dollars ($1,000,000) disease coverage for each employee, and One 
Million Dollars ($1,000,000) disease policy limit.  In case any work is subcontracted, Licensee 
will require the Contractor to provide Worker's Compensation and Employer's Liability to at 
least the same extent as required of Licensee. 
26.7 
Automobile Liability.  If Licensee owns and/or operates vehicles in Arizona, Licensee 
shall maintain Commercial/Business Automobile Liability insurance with a combined single 
limit for bodily injury and property damage of not less than One Million Dollars ($1,000,000) 
each occurrence, together with a Five Million ($5,000,000) umbrella overlaying that coverage, 
with respect to any owned, hired, and non-owned vehicles assigned to or used in performance of 
Licensee's work.  Coverage shall be at least as broad as coverage Symbol 1, "any auto", 
(Insurance Service Office, Inc. Policy Form CA 0001 0306, or any replacements thereof).  Such 
insurance shall include coverage for pollution for upset/overturn/collision of the automobile(s) 
and loading and offloading hazards if hazardous substances, materials or wastes are to be 
transported and, if so, a MCS 90 endorsement shall be included with coverage limits of Five 
Million Dollars ($5,000,000) per accident for bodily injury and property damage.  For 
automobile liability insurance, contractors may require limits usual and customary for the 
operations but no less than One Million Dollars ($1,000,000). 
SECTION 27. Indemnity 
27.1 
Generally.  Licensee acknowledges that it has liability for any and all of its Facilities 
installed in the public ROW and for its use of the ROW and for its exercise of its rights under 
this License and Agreement directly or through its Contractor(s), except to the extent of 
intentional acts or gross negligence on the part of the City.  To the fullest extent permitted by 
law, Licensee, shall defend, indemnify and hold harmless the City, or its officials, boards,

27 
 
commissions, agents or employees, individually and collectively, from and against any and all 
Claims as defined in Section 1 arising out of or alleged to have resulted from or materially 
related to the acts, errors, mistakes, omissions of Licensee, its employees, agents, or any tier of 
Contractors or any other person for whose acts, errors, mistakes, or omissions Licensee may be 
legally liable and from any Claims or amounts arising or recovered under workers compensation 
laws or any other law, bylaw, or ordinance, order or decree related to any failure on the part of 
Licensee, its agent, 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 paragraph shall survive termination of this Agreement.  This indemnification 
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. 
27.2 
Defense Costs.  Licensee further agrees to indemnify and hold harmless the City, its 
officers and its employees from and against all costs, damages, and expenses incurred by the 
City, its officers and its employees in the defense of any litigation brought by third parties 
challenging the right of the City to enter into this Agreement with Licensee under City or other 
applicable law. 
27.3 
Tender of Defense. In the event that any notice of claim is served, or litigation is 
commenced, City shall tender the defense of the litigation to Licensee, who shall immediately 
defend the litigation.  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 City, acceptable to City).  Licensee agrees to keep the El Mirage City Attorney 
informed of the status and progress of all litigation involving the City that has been tendered to 
Licensee or its insurance carrier. 
27.3.1 Notice.  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 
relevant accident reports, incident reports, statements or other documents relevant 
to or which may lead to relevant materials or information, in the possession of the 
other party, its employees, agents, subcontractors, and/or others, promptly upon 
request. 
27.3.2 Relevant Information.  Both Parties agree to make their employees, agents, and 
Contractors available to the other party to gather any relevant information relating 
to an incident in which claims, demands, or lawsuits arise from. 
27.4 
Construction of Interpretation.  It is the purpose of this section to provide maximum 
indemnification to 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. The sole exception shall be 
an express determination by a court of competent jurisdiction upon full adjudication of the case 
that the damages arose only from City's sole gross negligence or intentional acts. Only in this 
event may Licensee then commence an action against City for damages related to that portion 
judicially determined to be City's fault.

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27.5 
Survival.  The provisions of Section 27 shall be and remain a binding right and obligation 
of the City and Licensee. 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. Any failure by Licensee to indemnify the City as required under this Section 27 shall be 
considered a material breach of this License and Agreement. Notwithstanding anything to the 
contrary herein, Licensee shall not be obligated to indemnify the City on any provision of this 
Agreement that is later determined to be invalid. 
27.6 
Insurance No Limit.  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 27. 
27.7 
Reformation.  As a condition to Licensor's executing this Agreement, Licensee 
specifically agrees that to the extent any provision of this paragraph is not fully enforceable 
against Licensee for any reason whatsoever, this paragraph shall be deemed automatically 
reformed to the minimal extent necessary to cause it to be enforceable to the fullest extent 
permitted by law. 
SECTION 28. Limitation of Liability 
28.1 
Limitation.  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 
Networks 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. 
28.2 
No Liability for Agreement Enforcement.  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 License and Agreement. 
28.3 
Assumption of Risk.  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 License. 
SECTION 29. Transferability of License and Agreement 
29.1 
Personal License.  This License is personal to Licensee. 
29.2 
Transfer to Related Entity.  Notwithstanding the foregoing, Licensee may transfer or 
assign this Agreement to any affiliate entity under common corporate control, or to the surviving 
entity in the event of a merger or acquisition of Licensee without City's prior consent. Licensee 
shall however give notice to the City of any such transfer or assignment.

29 
 
29.3 
Transfer to Unrelated Entity.  Any transfer or assignment for reasons other than provided 
for in Section 29.2 above shall require the City's prior consent, which shall not be unreasonably 
withheld, conditioned, or delayed provided that Licensee agrees that it will provide reasonable 
documentation about the proposed transfer or assignment. 
29.4 
Transfer Conditions.  In making a determination as to whether to approve a transfer or 
assignment, the City may consider the following: 
29.4.1 The same information required on an original application for the License. 
29.4.2 Whether Licensee is in compliance with its License and El Mirage City Code and 
if not, the proposed transferee's commitment to cure such noncompliance. 
29.4.3 Whether the proposed transfer or assignment would result in an evasion of other 
applicable provisions of law or impair lawful contracts. 
29.4.4 The effect of the transfer or assignment on the City's interests. 
29.5 
Acceptance by Assignee.  No application for a transfer of a license shall be granted 
unless the proposed transferee or assignee agrees in writing that it will abide by and accept all 
terms of the License and the El Mirage City Code and that it will assume all obligations, 
liabilities, and responsibility for all acts and omissions, known and unknown, of Licensee under 
the El Mirage City Code and this License for all purposes, including renewal. 
29.6 
Approval not Waiver.  Approval of the City of a transfer or assignment of this License 
does not constitute a waiver or release of any of the rights of the City, whether arising before or 
after the date of the transfer or assignment. 
29.7 
Transfer Remedies.  When consent is required, 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 License and Agreement. City may, in its sole discretion and in addition to all other lawful 
remedies available to 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 City's consent. 
29.8 
Transfer Fee.  Licensee shall pay to City in advance a nonrefundable fee for legal, 
administrative and other expenses related to every transfer (other than the sale of publicly 
traded stock) or to any request for a consent to transfer, whether or not City grants such 
request, in an amount approved by City in its fee schedule. 
SECTION 30. 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. 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

30 
 
with the provisions of this Agreement (including any absence or inadequacy of insurance) 
required to be carried by Licensee, or otherwise as a result of the existence of this Agreement. 
SECTION 31. Records 
31.1 
Recordkeeping.  During the entire term of this License and Agreement, Licensee shall 
keep records and provide information to City regarding the following: 
31.1.1 The status of the construction, repair, location or relocation of Licensee's 
Facilities. 
31.1.2 Information relating to any Fiber Optic Networks on portions of the route that are 
not exempt from a fee imposed for occupation of the ROW. 
31.1.3 Information relating to this License and Agreement and/or to City's or Licensee's 
rights or obligations under this License and/or Agreement. 
31.2 
Record Form.  Licensee shall make available to City the requested reports or records in 
the formats in which they are customarily prepared by Licensee. 
31.3 
Inspection.  If necessary for the City to determine Licensee's compliance with the terms 
of this License and Agreement or other applicable law, Licensee shall provide relevant 
documentation as requested by the City and respond to questions in a format and time period to 
be decided by the Parties based on the nature of the request.  Licensee shall also require its 
employees, agents, and accountants to give their cooperation and assistance in connection with 
City's access to such records. 
31.3.1 Such documentation can include information on the type of services Licensee is 
offering its customers (but not necessarily information disclosing any particular 
service being provided to a specific customer) and/or the financial information 
used in calculating any payments or taxes due to the City under this Agreement.  
If Licensee determines that in order to respond to City's request for 
documentation, it must reasonably provide Proprietary Information, Licensee 
shall so mark such documentation as "Confidential." 
31.3.2 Proprietary Information disclosed by Licensee to the City, or its constituent 
departments shall be regarded as Proprietary as to third parties. If the City 
receives a request to disclose such information, the City shall notify Licensee of 
such request and allow Licensee a reasonable opportunity to defend its 
information from disclosure. 
31.3.3 Information that is already in the public domain shall not be considered 
Proprietary Information. If public domain information is included with 
Proprietary Information on the same document, the City shall only disclose those 
portions within the public domain.

31 
 
31.3.4 Notwithstanding any provision in this License, Licensee acknowledges and 
understands that the City is subject to the disclosure requirements of Arizona's 
Public Records Law (A.R.S. § 39-121 et seq). 
31.4 
Reports.  Upon request and subject to any necessary confidentiality requirements, 
Licensee shall provide to City copies of any communications and reports submitted by Licensee 
to the FCC or any other federal or state regulatory commission or agency having jurisdiction in 
respect to any matters directly affecting enforcement of this Agreement. 
SECTION 32. Penalties for Violation of Terms 
32.1 
Cumulative Remedies.  City may pursue any remedy at law, including but not limited to 
injunctive relief, civil trespass, and withholding other City permits and authorizations until 
Licensee complies with the terms of the License, Agreement or the applicable law. Such 
remedies are cumulative and may be pursued in the alternative. 
32.2 
No Special Damages.  Neither party will be liable under this Agreement for lost revenues 
or indirect, special, incidental, consequential, exemplary, or punitive damages, even if the party 
knew or should have known that such damages were possible and even if direct damages do not 
satisfy a remedy. 
SECTION 33. Liquidated Damages for Violations 
33.1 
No Reduction of Indemnity or Insurance.  Licensee's obligation to pay liquidated 
damages does not in any way detract from Licensee's indemnity and insurance obligations under 
this Agreement, which shall apply according to their terms in addition to Licensee's obligation to 
pay liquidated damages. 
33.2 
Liquidated Damages Calculated.  Licensee understands and agrees that failure to comply 
with any time and performance requirements in this Agreement or the requirements of the El 
Mirage City Code will result in damage to the City, and that it is and will be impracticable to 
determine the actual amount of such damage in the event of delay or nonperformance; therefore, 
the Parties hereby agree to the liquidated damages specified below. The following amounts per 
day or part thereof may be chargeable to the security fund for the following concerns: 
33.2.1 Each failure to properly restore the public ROW or to correct related violations of 
specifications, code ordinance or standards within 15 business days of having 
been notified by the City to correct such defects – Five Hundred Dollars ($500) 
per day. Such amount is in addition to any cost the City may incur to restore the 
ROW or correct the violation. 
33.2.2 Each failure to make Licensee's books and records available as required by this 
Agreement and such failure continues for 15 business days after receipt of notice 
of failure to provide from the City – Two Hundred Fifty Dollars ($250) per day. 
33.2.3 Any unauthorized partial or total transfer of this Agreement – Four Thousand 
Dollars ($4,000) per transfer.

32 
 
33.2.4 Failure to provide a valid Certificate of Insurance as required by Section 26.2.2 
that is not cured after five (5) days' notice – Fifty Dollars ($50) per day. 
33.3 
Assessment.  If the City Engineer concludes that Licensee may be liable for liquidated 
damages, the City Engineer shall issue to Licensee a Notice of Intention to Assess Liquidated 
Damages and allow Licensee an opportunity to cure in the time period specified in Sections 
33.2.1 through 33.2.4. The Notice shall set forth the nature of the violation and the amount of the 
proposed assessment. Licensee shall pay the liquidated damage amount within 10 business days 
of receipt, or the City shall deduct the amount from the security fund. 
33.3.1 If, however, the liquidated damages exceed Five Thousand Dollars ($5,000), then 
the following shall apply: 
33.3.2 Licensee shall have 30 days of receipt of such notice to pay the liquidated damage 
amount or give City notice contesting the assertion of noncompliance. 
33.3.3 In the event that Licensee contests the City's assertion of violation or fails to 
respond to the City's notice of intent to assess liquidated damages, City shall 
schedule a public hearing to determine whether the liquidated damages were 
properly assessed. City shall provide Licensee with at least 10 business days' 
notice of such hearing, which shall specify the time, place, and purpose of the 
hearing. At the hearing, Licensee will be given the opportunity to be heard and 
present evidence. If the result of the hearing is that Licensee is responsible for the 
liquidated damage amount, then the amount determined at the hearing will be due 
10 days after the hearing decision is announced. 
33.3.4 Licensee may appeal the outcome of the hearing to an appropriate court. Such 
appeal to the appropriate court must be taken within 60 days after the issuance of 
City's hearing decision. Otherwise, the outcome of the hearing shall be final and 
conclusive. 
SECTION 34. Revocation/Termination 
34.1 
Early Termination.  The License granted hereunder may be revoked and/or the Agreement 
terminated prior to its date of expiration by the City for the following reasons: 
34.1.1 Licensee fails to comply with the material terms and conditions of the Agreement 
or applicable law, including, but not limited to, failing to maintain any insurance, 
security fund, letter of credit, and/or a performance bond. 
34.1.2 Licensee fails to make payments in the amounts and at the time specified in this 
Agreement after a final determination that the payments were owed. 
34.1.3 Licensee ceases doing business in the City. 
34.1.4 Licensee fails to provide current, accurate as-built plans and maps showing the 
location of all Facilities installed or constructed in the City.

33 
 
34.1.5 Licensee is or becomes insolvent or is a party to a voluntary or involuntary 
bankruptcy, reorganization, or receivership case or proceeding, makes an 
assignment for the benefit of creditors, is subject to other actions by creditors that, 
in the reasonable, good faith opinion of the City, threaten the financial viability of 
Licensee as a going concern, or if there is any similar action that affects 
Licensee's capability to perform its obligations under this License and/or 
Agreement. 
34.1.6 Licensee fails to obtain or maintain any licenses, permits, or other governmental 
approvals pertaining to the ROW or timely pay any taxes pertaining to the ROW. 
34.1.7 A court has issued an injunction that in any way prevents or restrains Licensee's 
use of any portion of the ROW and remaining in force for a period of at least 30 
consecutive days. 
34.2 
Cure Period.  Before terminating the Agreement under Sections 34.1.1, 34.1.2, 34.1.4, 
and 34.1.6, the City Manager or a designee, shall give prior written notice to Licensee of the 
defect in performance and give Licensee 60 days within which to cure the defect in performance. 
34.3 
Cure Period Waived for Misconduct.  The City need not provide a 60-day cure period 
prior to termination if the City finds that the defect in performance under the Agreement is due to 
intentional misconduct, is a violation of criminal law, or is a part of a pattern of repeated and 
persistent violations where Licensee has already had notice and opportunity to cure. 
34.4 
Manager Authority.  The City Manager has the authority to terminate, subject to 
Licensee's right to notice and cure where provided, this License and/or Agreement. 
34.5 
Hearing Prior to Revocation of License.  Prior to the revocation or refusal to renew the 
License, the City will hold a hearing if requested by Licensee. 
34.6 
Termination by Mutual Agreement.  This License and/or Agreement may be terminated 
prior to its date of expiration by Licensee by providing the City with 90 days written notice and 
only upon making arrangements satisfactory with the City Engineer to remove all 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 its Facilities in place.  If the City Engineer agrees to allow 
Licensee to abandon its Facilities in place, the ownership of such 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 30 days of such allowance 
of abandonment. 
34.7 
Equipment Removal.  Notwithstanding anything in Section 34.6 above, upon termination 
of this Agreement, Licensee shall remove all of its optical repeaters, DWDM and CWDM 
multiplexers, antennae, fiber optic cables, wires, and related equipment within ninety (90) days.

34 
 
SECTION 35. Non-use/Abandonment of the Facilities 
35.1 
Removal on Abandonment.  An "Abandoned Facility" will mean a Facility no longer in 
service or physically disconnected from a portion of the operating Facility or from any other 
Facility that is in use or still carries service.  If Licensee ceases to provide services or abandons 
use of any of its Facilities, upon cancellation or termination of the Agreement, Licensee shall 
notify the City and may, subject to the City's approval, permanently abandon the Facilities in 
place.  In such event, the City, at its option, may acquire ownership of the Facilities. In lieu of 
permanent abandonment, the City may require Licensee, to the reasonable satisfaction of the 
City and without cost or expense to the City, to promptly remove the Facilities and to restore 
the public property and ROW to a reasonable condition under the supervision of the City. 
35.2 
City Property.  Upon permanent abandonment, if the City does not require removal, 
Licensee shall submit to the City a proposal and instruments for transferring ownership to the 
City. Any such Facilities, which are not removed as required by the City within ninety (90) days 
of either such date of termination or cancellation or of the date the City issued a permit 
authorizing removal, whichever is later, automatically shall become the property of the City.  
Licensee will notify the Arizona Blue Stake Center to record the Facilities that have been 
abandoned. 
35.3 
Title to Property.  Title to any and all personal property installed by Licensee upon the 
ROW that is not removed during the period set forth in Section 35.2 shall automatically vest in 
City. 
35.4 
On-going Use.  Nothing in Section 35.1 shall be deemed to require Licensee to remove 
Facilities that the Licensee uses for the provision of services other than Telecommunications 
Services or Interstate Telecommunications Services, so long as such use of Facilities for the 
provisions of the ongoing other services is authorized by the City. 
SECTION 36. Cancellation for Conflict of Interest 
This Agreement is governed by A.R.S. § 38-511, which is incorporated herein by reference. 
SECTION 37. Gratuities 
City may, by written notice, terminate this Agreement, in whole or in part, if City determines that 
employment or a gratuity was offered or made by Licensee or a representative of Licensee to any 
officer or employee of City for the purpose of influencing the outcome of the procurement or 
securing the Agreement, an amendment to the Agreement, or favorable treatment concerning the 
Agreement, including the making of any determination or decision about Agreement 
performance.  City, in addition to any other rights or remedies, shall be entitled to recover 
exemplary damages in the amount of three times the value of the gratuity offered by Licensee.

35 
 
SECTION 38. Condemnation 
38.1 
Generally.  The following shall govern any condemnation of any part of or interest in 
the area used and/or occupied by Licensee and any conveyance to City or another condemnor 
in avoidance or settlement of condemnation or a threat of condemnation: 
38.1.1 Termination for Condemnation.  This Agreement shall terminate as to the portion 
taken on the date that is the earlier of the date title vests in the condemnor, or the 
date upon which the condemnor is let into possession. 
38.1.2 Power to Condemn.  Licensee acknowledges that City and others from time to 
time may sue and exercise its power to condemn the area used by Licensee or any 
interest therein or rights thereto. 
38.1.2.1 
City reserves the right of condemnation or eminent domain over the 
area used and/or occupied by Licensee. City does not warrant that it 
will not condemn the area(s) used and/or occupied by Licensee during 
the term of this Agreement, but City does not presently have intentions 
to condemn such area(s). 
38.1.2.2 
City also reserves the right through its powers of eminent domain to 
acquire all or any portion of the Facilities owned by Licensee in 
accordance with the applicable conditions set forth in the Arizona 
Revised Statutes. However, under no circumstances shall any 
valuation be made for any right or privilege granted by this Agreement 
should the City acquire the property of Licensee. 
SECTION 39. Notice 
39.1 
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, or by facsimile or email transmission showing a valid delivery 
receipt if a hard copy of the same is followed by delivery through the U.S. mail or by private 
delivery systems, addressed as follows: 
 
CITY OF EL MIRAGE: 
City of El Mirage 
Attn: City Engineer 
10000 N El Mirage Rd. 
El Mirage, Arizona  85335

36 
 
With a copy to:  
Pierce Coleman PLLC 
Attn: Justin Pierce, Esq. 
City Attorney 
17851 N. 85th St Suite 175 
Scottsdale, Arizona  85255 
LICENSEE: 
Cablevision Lightpath LLC 
1111 Stewart Avenue 
Bethpage NY 11714 
Attn: Legal 
legal@lightpathfiber.com 
 
With copy to: 
Cablevision Lightpath LLC 
3638 E Southern Ave Suite 4 
Phoenix, AZ 85040 
Attn: Nat Tafuri, VP Construction 
nat.tafuri@lightpathfiber.com 
39.2 
Notices shall be deemed sufficiently given and served upon the other party if delivered 
personally or by facsimile or email transmission (provided with respect to facsimile or email that 
such transmissions are received on a business day during normal business hours), the first (1st) 
business day after deposit if sent by private delivery systems and the fifth (5) business day after 
deposit in U.S. Mail. 
39.3 
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. 
39.4 
Licensee shall notify the City within ten (10) business days of any change in address. 
SECTION 40. Governing Law 
It is mutually understood and agreed that this Agreement shall be governed by the laws of the 
State of Arizona. Any action at law, suit in equity, or judicial proceeding for the enforcement of 
this Agreement shall be instituted only in Maricopa County, Arizona. 
SECTION 41. 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.

37 
 
SECTION 42. No Warranty 
42.1 
As to License.  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. 
42.2 
As to ROW.  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 CITY ROW. 
SECTION 43. Non-Waiver 
Neither party shall be excused from complying with any of the terms and conditions of this 
Agreement by any failure of the other party upon any one or more occasions to insist upon or to 
seek compliance with any such terms or conditions. 
SECTION 44. Remedies Not Exclusive 
The remedies set forth in this License and Agreement are not exclusive. Election of one 
remedy does not preclude the use of other remedies. 
SECTION 45. 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, civil disturbance, strike or other labor unrest, or 
other events, the occurrence of which was not reasonably foreseeable by Licensee and is beyond 
its reasonable control. 
SECTION 46. Dispute Resolution 
In the event of a dispute between the Parties regarding a provision of this Agreement, a Party's 
performance of its obligations as stated in this Agreement or any other matter governed by the 
terms of this Agreement, the Parties shall meet in good faith to attempt to resolve the dispute, 
and may use mediation to facilitate such resolution, with any costs of mediation to be shared 
equally by the Parties. If the dispute is not resolved within a reasonable time, the disputing 
Parties shall be free to use other remedies such as litigation to resolve the dispute. 
SECTION 47. Exhibits 
All Exhibits referred to in this Agreement and any addenda, attachments, and schedules which 
may, from time to time, be referred to in any duly executed amendment to this Agreement are by 
such reference incorporated in this Agreement and shall be deemed a part of this Agreement.

38 
 
SECTION 48. Survival of Liability 
All obligations of Licensee and City hereunder and all warranties and indemnities of Licensee 
hereunder shall survive termination of this Agreement. 
SECTION 49. Complete Agreement 
This Agreement, including any Exhibits, are 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. 
SECTION 50. Modification or Amendment 
This Agreement cannot be modified or amended except in writing signed by both Parties. 
SECTION 51. Incorporation of Recitals 
The recitals set forth above are hereby incorporated into this Agreement by this reference as if 
fully set forth herein. 
[SIGNATURES ON FOLLOWING PAGE]

39 
 
 
City of El Mirage, Arizona,  
 
 
Licensee:  Cablevision Lightpath LLC, 
  an Arizona municipal corporation  
 
   a Delaware limited liability company 
 
 
By 
 
 
 
 
 
 
By 
 
 
 
 
 
 
Alexis Hermosillo, Mayor 
 
 
 
Title:  
 
 
 
 
 
ATTEST: 
 
 
 
 
 
ATTEST: 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Jill A. Boltz, City Clerk 
 
 
 
 
 
 
Title:  
 
 
 
 
 
APPROVED AS TO FORM 
 
 
 
 
 
 
 
 
 
Justin Pierce, City Attorney 
Pierce Coleman PLLC

40 
 
EXHIBIT A 
Map of Use Areas 
The map will be kept on file in the City Clerk’s Office and will be released publicly only 
pursuant to Section 31 of this License.

41 
 
EXHIBIT B 
Insurance Certificate 
[See following page(s).]

Holder Identifier : 
7777777707070700077761616045571110766606117214556207442137762407210072651577057321120726045442167551207477055273334442074626231325237640736005557005675207726055532076570076727242035772000777777707000707007 
7777777707070700073525677115456000723101516137112007023337343172011071333273431730010703323724207311007123336252173000070233363530731100702233635207311007022227252073110077756163351765540777777707000707007
Certificate No :
 570116318739 
CERTIFICATE OF LIABILITY INSURANCE
 DATE(MM/DD/YYYY)        
 10/22/2025
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. 
If SUBROGATION IS WAIVED, subject to   the terms and conditions of the policy, certain policies may require an endorsement. A statement on 
this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS 
CERTIFICATE 
DOES 
NOT 
AFFIRMATIVELY 
OR 
NEGATIVELY 
AMEND, 
EXTEND 
OR 
ALTER 
THE 
COVERAGE 
AFFORDED 
BY 
THE 
POLICIES 
BELOW. 
THIS 
CERTIFICATE 
OF 
INSURANCE 
DOES 
NOT 
CONSTITUTE 
A 
CONTRACT 
BETWEEN 
THE 
ISSUING 
INSURER(S), 
AUTHORIZED 
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
PRODUCER
Aon Risk Services Northeast, Inc.
Connecticut Office
800 Connecticut Ave
Norwalk CT 06854 USA 
PHONE
(A/C. No. Ext):
E-MAIL
ADDRESS:
INSURER(S) AFFORDING COVERAGE
NAIC #
(866) 283-7122
INSURED
24554
XL Insurance America Inc
INSURER A:
22322
Greenwich Insurance Company
INSURER B:
INSURER C:
INSURER D:
INSURER E:
INSURER F:
FAX
(A/C. No.):
(800) 363-0105
CONTACT
NAME:
Cablevision Lightpath LLC
1111 Stewart Avenue
Bethpage NY 11714 USA 
COVERAGES
CERTIFICATE NUMBER:
570116318739
REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. 
NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY 
PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY 
HAVE BEEN REDUCED BY PAID CLAIMS.
Limits shown are as requested
POLICY EXP 
(MM/DD/YYYY)
POLICY EFF 
(MM/DD/YYYY)
SUBR
WVD
INSR 
LTR
ADDL 
INSD
POLICY NUMBER 
 TYPE OF INSURANCE
LIMITS
COMMERCIAL GENERAL LIABILITY
CLAIMS-MADE
OCCUR
POLICY
LOC
EACH OCCURRENCE
DAMAGE TO RENTED 
PREMISES (Ea occurrence)
MED EXP (Any one person)
PERSONAL & ADV INJURY
GENERAL AGGREGATE
PRODUCTS - COMP/OP AGG
X
X
X
GEN'L AGGREGATE LIMIT APPLIES PER: 
$1,000,000
$500,000
Excluded
$1,000,000
$2,000,000
$2,000,000
A
01/01/2025 01/01/2026
SIR applies per policy terms & conditions
US00085635LI25A
PRO-
JECT
OTHER:
AUTOMOBILE LIABILITY
ANY AUTO
OWNED 
AUTOS ONLY
SCHEDULED
 AUTOS
HIRED AUTOS 
ONLY
NON-OWNED 
AUTOS ONLY
BODILY INJURY ( Per person)
PROPERTY DAMAGE
(Per accident)
X
BODILY INJURY (Per accident)
$5,000,000
B
01/01/2025 01/01/2026
COMBINED SINGLE LIMIT
(Ea accident)
RAD943783008
EXCESS LIAB
X
OCCUR 
CLAIMS-MADE
AGGREGATE
EACH OCCURRENCE
DED 
$10,000,000
$10,000,000
01/01/2025
SIR applies per policy terms & conditions
UMBRELLA LIAB
A
01/01/2026
US00085636LI25A
RETENTION
X
X
E.L. DISEASE-EA EMPLOYEE
E.L. DISEASE-POLICY LIMIT
E.L. EACH ACCIDENT
$1,000,000
X
OTH-
ER
PER STATUTE
A
01/01/2025 01/01/2026
$1,000,000
Y / N
(Mandatory in NH)
ANY PROPRIETOR / PARTNER / EXECUTIVE 
OFFICER/MEMBER EXCLUDED?
N / A
N
WORKERS COMPENSATION AND 
EMPLOYERS' LIABILITY
If yes, describe under 
DESCRIPTION OF OPERATIONS below
$1,000,000
RWD300133708
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
CANCELLATION
CERTIFICATE HOLDER
AUTHORIZED REPRESENTATIVE
City of El Mirage
Attn: Risk Manager
10000 N. El Mirage Rd.
El Mirage AZ 85335 USA 
ACORD 25 (2016/03)
©1988-2015 ACORD CORPORATION. All rights reserved
The ACORD name and logo are registered marks of ACORD
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

42 
 
EXHIBIT C 
Micro-Trenching Standards 
A. Micro-Trenching. Upon request from the Licensee, the City may allow micro-trenching. 
Micro-trenching is a construction technique for placing micro-conduits and fiber optic cables. 
The advantages of micro-trenching must be balanced with the impact that its use may have on 
public highways defined by Arizona Revised Statues and City Code. Micro-trenching may not be 
suitable for all types of roadways. Deployment will depend on the composition of the road and 
the location of the buried infrastructure. If micro-trenching is allowed, all Sections of this Exhibit 
and License must be adhered to.  
 
B. Construction. Licensee must follow all City of El Mirage Notes and Details for micro-
trenching. All work performed shall be completed in compliance with the latest version of the 
Uniform Standard Specifications and Details for Public Works Construction published by 
Maricopa Association of Governments (MAG), any City supplements to MAG, the City’s 
Design & Development Standards Manual (D&DS Manual) and City supplemental Notes and 
Details. Licensee shall retain an independent testing company, approved by the City at its 
reasonable discretion, to test all materials used for restoring the rights-of-way. The testing 
company and materials testing methods are subject to, and shall be done in accordance with 
MAG Standards and City supplements to MAG. The work cannot be accepted until all testing 
results are reviewed and approved by the City. Material testing does not apply to materials that 
will be owned by the Licensee.  
 
Conduit restraining may be required due to shallow depth. Conduit restraining shall be 
completed by backer rod to ensure conduit adheres to the bottom of the trench. Each portion of 
backer rod used shall not exceed 6-inches in one location and no more than 12-inches total of 
backer rod shall be used within a 5-foot section of trench. No metal shall be placed in a trench to 
restrain the conduit.  
 
Curb markers shall be placed on the curb to mark the location of the lateral service. Conduit shall 
be installed separate from other existing utilities. For City utilities (water, wastewater, 
interconnect conduit, etc.), the installation of the small diameter conduit shall maintain a 12-
inches vertical separation and a 6-foot horizontal separation.  
 
After work is complete, the City shall notify the Licensee in writing if the backfill and/or over 
band seal settles at any time, causing subsidence in the pavement ¼-inch or more, vertically 
measured from the adjacent road surface, per MAG Section 336.2.4.1. During the entire term of 
the License Agreement, the Licensee is responsible to safeguard and immediately repair 
subsidence once it is determined that the subsidence was caused or as a result of the construction 
by the Licensee.  
 
C. Pavement Matching Modifications. The slurry seal coat as required by MAG Section 336 
will not be required for the Licensee installing the micro-trench path, 10-inch diameter or small 
core for junction with service lateral, and 10-inch diameter or smaller potholes that reside in the 
micro-trench path due to the asphaltic sealant material, also known as the over band seal, placed 
over the entire top of the micro-trench, lateral service, and potholes. The over band seal must

43 
 
meet MAG Specification 337 to be exempt from MAG Specification 336.2.2. Micro-trenching 
will be subject to comply with the pavement restoration requirements for cutting pavement as 
outlined in Section 151.009 of the City Code. The City requires all pavement cut requirements to 
have an approved permit and be restored in accordance with City standards and specifications. 
Section 151.009 and the City’s latest version of the Fee Schedule establishes a requirement to 
pay pavement restoration fees for cutting pavement with the established rate structure is based on 
pavement age and size of cut or pavement disturbance. For additional information, please review 
the City’s Pavement Cut Policy within the D&DS Manual. All micro-trenches placed within the 
limits of the City’s bike lane will require the contractor to mill and pave the bike lane and replace 
all markings within the limits of the micro-trench. 
 
D. Notes and Details. All micro-trenching must strictly adhere to the notes and details 
provided in City Details EM-172-1 through EM-172-8. The City Engineer or designee may, in 
his/her sole discretion, approve alternative requirements and specifications based on specific 
findings that the proposed alternative: i) will provide an equivalent level of service for the health, 
safety and welfare for the general public, and ii) adequately protects public and private property, 
and iii) would not unreasonably increase the City’s future maintenance or replacement costs; and 
iv) is not otherwise contrary to public interest. 
 
E. City Roadway Projects and Maintenance. When the City has a project that includes any 
roadway reconstruction, alteration, widening, maintenance, etc. in the vicinity of a Facility 
installed via micro-trenching by the Licensee, the City will alert the Licensee as soon as 
reasonably practicable to allow the Licensee to plan for the removal and/or relocation of the 
Facility. Licensee shall remove and/or relocate at no expense to the City any Facilities or other 
encroachment installed or maintained in, on or under any public place or ROW whenever 
directed to do so by City.   
 
Within 90 days after service of notice by the City, Licensee shall remove and/or relocate the 
designated portions of the Facilities, or in the event that, by the nature of the removal such 
removal cannot be performed within the 90-day period, Licensee shall take reasonable steps to 
remove the 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. City agrees to 
cooperate with Licensee to identify alternate locations where available within the ROW. 
 
F. Projects by Others. The City has no obligation to notify public or private entities about 
the Licensee’s Facilities within the ROW. The Licensee is solely responsible for ensuring that its 
Facilities are properly blue-staked or otherwise marked in the field prior to the start of any 
construction.  
 
G. Fees. The fees for micro-trenching are the same as those outlined in the License including 
the cost per linear foot of trench referred to in Paragraph 21.2.3.