License Agreement

TELECOMMUNICATIONS REVOCABLE LICENSE AGREEMENT ISSUED TO
WYYERD CONNECT, LLC

BY THE CITY OF GLENDALE, ARIZONA

THIS TELECOMMUNICATIONS LICENSE AGREEMENT (“Agreement” or
“License”) is issued by the CITY OF GLENDALE, ARIZONA an Arizona municipal
corporation (hereinafter called “City”) to Wyyerd Connect, LLC (hereinafter called
“Licensee”), a Delaware Limited Liability Company.

WHEREAS, the City owns certain public streets and rights-of-ways and
public utility easements within the boundaries of the City; and

WHEREAS, Licensee has applied to the City for permission to construct,
install, operate, maintain, and use the public highways, public streets, public rights-of-
way, and public utility easements in the City in order to provide telecommunications
services (i.e., to construct, operate and maintain its facilities in the right-of-way to provide
telephone service.); and

WHEREAS, Licensee has represented to and provided documents to the
City, which establish that the Arizona Corporation Commission determined in an Opinion
and Order, Decision No. Decision No. 78050, dated June 24, 2021, that Wyyerd Connect,
LLC is a fit and proper entity to receive a Certificate of Convenience and Necessity
authorizing it to construct, operate and maintain facilities to furnish telecommunications
service to the public in a geographic area which encompasses the City of Glendale; and

WHEREAS, by such authority as may be conferred by the Arizona Revised
Statutes, as amended, the Glendale City Charter, City Code, State and Federal law (as
amended), the City is issuing this License; and

WHEREAS, the City desires to grant Licensee a License to install, maintain,
operate, and repair Facilities in Use Areas identified herein for the purpose of providing
telephone service as authorized by Arizona Corporation Commission; and

WHEREAS, the City is authorized to regulate its streets and public utility
easements, and to grant, renew, deny, amend, and terminate licenses for and otherwise
regulate the installation, operation, and maintenance of such facilities within the City's
boundaries pursuant to the Glendale Charter, Glendale City Municipal Code, and by virtue
of other applicable law, including but not limited to, (47 U.S.C. § 253} and A.RS. §§ 9-
581, 9-582, and 9-583), by the City's police power, its authority over the City's public

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rights- of-way, and its other governmental powers and authority; and

WHEREAS, the City desires to reserve rights to construct and use and
allow others to construct and use all manner of additional improvements in the rights-of-
way.

WHEREAS, pursuant to the Glendale Municipal Code, after City Council
approval the City Council has authorized the City Manager or his designee to execute a
license with Licensee to construct, install, operate, maintain and use Facilities in, along,
under, over and across public highways, public streets, public rights-of-way, and public
utility easements within the City to provide telecommunications services (i.e., to construct,
operate and maintain its facilities in the right-of-way to provide telephone service); and

NOW, THEREFORE, for and in consideration of the foregoing, the amounts
hereinafter to be paid by Licensee, and the covenants and agreements contained herein
to be kept and performed by Licensee, and for other good and valuable consideration,
the City hereby grants a Telecommunications License

("License") to Licensee and permission to use the public rights-of-way pursuant to the
terms and conditions set forth herein.

1. Exhibits Description
Exhibit A Use Areas
2. Permission Granted

21 Subject to the provisions contained herein, the City Code, City Charter,
Arizona State Statutes, the Constitution of the State of Arizona, and federal law
the City hereby grants to Licensee the nonexclusive revocable license, permission,
right and privilege to construct, install, operate, maintain and use Facilities in,
under, along, over and across public highways, public streets, public rights-of- way,
and public utility easements to provide Telecommunications Services identified as
telephone services, as authorized by Arizona Corporation Commission within the
current and future corporate limits of the City. The terms, phrases, words, and their
derivatives shall have the meaning defined in the Glendale City Code as amended
from time to time, unless otherwise defined. The permission granted herein to
Licensee shall hereinafter be referred to as “License.” By accepting this License,
Licensee agrees that this License and the Licensee are subject to all provisions of
this License, the City Charter and City Code, including, but not limited to the
Glendale Engineering Standards Manual.

22 If it is necessary for the Licensee to comply with any rule or regulation of

the Federal Communications Commission (“FCC”) or the Arizona Corporation
Commission (“ACC”) to engage in business activities associated with use of the
public highways, public streets, public rights-of-way, and public utility easements
to provide Telecommunications Services, the Licensee shall comply with such laws

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or regulations as a condition precedent to exercising any rights granted by this
License. Provided, however, no such rule or regulation of the FCC or ACC shall
enlarge, reduce, alter, undermine, or modify any of the rights, obligations or duties
required by this License without a prior written modification to this License, except
to the extent permitted by applicable law.

23 Licensee shall apply for and obtain any permits to construct, install,
maintain, or perform any work in the public highways, public streets, public rights-
of- way, and public utility easements, which require a permit and plan review
approval from the City pursuant to applicable City Codes. Before constructing,
operating, installing or using facilities in the public highways, public streets, public
rights-of-way and public utility easements, Licensee shall notify the City in writing
and shall be the party to apply and be responsible for any permits to construct,
install, maintain or perform any work in the public highways, public streets, public
rights-of-way and public utility easements which require a construction permit from
the City pursuant to applicable City Codes or this License.

231 Revocable right-of-way permits require submittal of an application
together with the required number of complete construction plans (i.e.,
drawing, details, maps, notes, etc.). Upon City receipt of the application and
plans, the City will perform a technical plan review. Upon completion of the
technical review, either a permit will be issued to the applicant or the
application will be returned for completion, corrections, modifications, or
submittal of all required information, in which as the applicant will be notified
and must resubmit the application after the required changes have been
made.

232 Plan review fees are due and will be collected at the time of the
submittal of the application and submittal of the required number of plans.

233 Revocable right-of-way permits fees are due and will be collected at
the time of the issuance of the permit. Revocable right-of-way permit fees
shall not be charged where there is a valid Franchise and the franchise fees
are in lieu of the payment of permit fees.

234. Applicant shall submit required construction assurances (permit
bond in the amount of the cost of the improvements) and certificate of
insurances for each permit prior to any and all construction work performed
pursuant to the rights granted under this Agreement. The permit bonds for
each permit are separate from the Performance Bond Requirement, Section
4.1. 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.

lf Applicant has completed the construction and wants the construction
assurance released, the City will need to inspect and approve the
construction prior to such release. However, a performance bond will be

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required for each subsequent or additional construction project and/or work
on public property.

2.3.5. Licensee shall strictly adhere to and perform in accordance with the
City's Glendale’s Engineering Standards, Chapter 11 Public Utilities —
Non-City Utilities, as amended from time to time by the City Engineer;
failure to do so will result in a breach of this License.

2.36. Licensee understands and agrees that failure to comply with any
time and performance requirements in this Agreement or the requirements
of the Glendale City Code and standards 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, Parties
agree that it will be considered a breach of this agreement and result in
revocation of the License.

2.37. Each failure to properly restore the public ROW or to correct related
violations of specifications, code ordinance or standards within 60 calendar
days or such longer period of time as reasonably necessary to perform the
required work in the City’s discretion of having been notified

by the City to correct such defects may result in revocation of the License.

2.4 Reserved Right and Competing Users Activity. Notwithstanding anything in

this License to the contrary, the City specifically reserves to itself and excludes
from this License an exclusive delegable right (the "Reserved Right") over any Use
Areas for all manner of real and personal improvements and for streets, sidewalks,
trails, landscaping, utilities, and every other land use of every description.

241. Competing Users. Without limitation, Licensee acknowledges and

accepts the risk that the City and/or others ("Competing Users") may now
or in the future use the Use Areas in a manner inconsistent with Licensee's
use. The Competing Users include without limitation the City, the State of
Arizona, any political subdivision, the public, and all manner of public utility
companies and other existing or future users of the Use Areas.

2.4.2 Disruption by Competing Users. The City and its agents,
contractors or employees shall not be liable to Licensee its customers or
third parties for any service disruption or for any other harm caused to
them or to the Facilities due to the actions, omissions, or activities of
Competing Users or Competing Activities (defined below).

2.4.2.1. Emergency Disruption by City. The City may remove,
alter, tear out, relocate, or damage all or any portion of the Facilities
in the case of fire, disaster, or other emergencies if the City
Manager or designee deems such action reasonably necessary
under the circumstances. In such event, the City and its agents,
contractors or employees shall not be liable to Licensee or its
customers or third parties for any delay or disruption of service or

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2.4.3

harm so caused to Wyyerd Connect, LLC, its contractors, clients,
or the Facilities due to the emergency. When practical, the City
shall consult with Licensee in advance to assess the necessity of
such actions and to minimize to the extent practical under the
circumstances damage to and disruption of operation of the
Facilities. In any event, the City shall inform Licensee after such
actions. Licensee work to repair or restore the Facilities may be
Relocation Work as_ set forth in Section 10 below.

Competing Activities. Licensee accepts the risk that there may

now, or in the future, exist all manner of work and improvements upon the
Use Areas ("Competing Activities"). The Competing Activities include

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imitation any and all laying construction, erection, installation, use,

operation, repair, replacement, removal, relocation, raising, lowering,
widening, realigning, or other dealing with any or all of the following, whether
above, upon, or below the surface of the Use Areas and whether occasioned
by the existing or proposed uses of the right-of-way or existing or proposed
horizontal or vertical construction on adjoining or nearby land:

2.4.3.1 All manner of streets, sidewalks, alleys, trails, ways, and
traffic control devices of every description and all manner of other
transportation facilities and their appurtenances.

2.4.3.2 All manners of pipes, wires, cables, conduits,

sewers, storm drains, pumps, valves, switches, conductors,
connectors, poles, supports, access points and guys of every
description, and all manner of other utility facilities and their
appurtenances.

2.4.3.3. All manner of canals, drains, bridges, underpasses,
culverts and other encroachments of every description and all
manner of other facilities and their appurtenances.

2.4.3.4 All other uses of the right-of-way that the City may permit
from time to time.

2.5 Public Safety. If the Facilities or any other Licensee equipment,

improvements or activities within the Use Areas present any immediate hazard or
impediment to the public, to the City, to other improvements or activities within or
without the Use Areas, or to the City’s ability to safely and conveniently operate the
ROW or perform the City’s utility, public safety and other public health, safety and
welfare functions, then Licensee shall immediately remedy the hazard, comply with
the City’s requests to secure the Use Areas, and otherwise cooperate with the City
at no expense to the City to remove any such hazard or impediment. Licensee ‘s
work crews shall report to the Use Areas within two hours of any request by the

City under this

subsection.

2.6 Reserved Right. The Reserved Right includes the nonexclusive right to use
and allow other Competing Users to conduct Competing Activities upon any area of

the Use Areas.

2.7 The authority granted by this License does not in any way provide for any
express or implied consent to use or otherwise operate within City owned and or
operated conduit. Any such use or operation must be approved through an
amendment to this License or as otherwise prescribed by the City at the time of the
request.

2.8 This License shall not be construed in any way to grant Licensee the right
or ability to construct over-head and aboveground facilities of any kind in
conjunction with the work permitted by this License.

2.9 All new telecommunication lines shall be placed underground unless
otherwise pre-approved by the City or required by applicable law. Pre-approval can
be obtained by submitting a waiver request as authorized by Section 32.5 of the
City Code and pursuant to the Glendale Engineering Standards.

2.1.0 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. Upon
request, Licensee shall promptly furnish to City documentation of such
permission from such other affected property owner.

2.1.1 Pedestrian Access. Pedestrian access shall be maintained along the length
of the project at all times, per the requirements of the ADA and as approved by
the City Engineer.

General Conditions.

31. The Licensee and City agree if a regulatory body or a court of competent
jurisdiction should determine by a final, non-appealable order that the City did not
have the authority to issue a License to Licensee under A.R.S. § 9-581 to § 9-
583, as amended or succeeded, then this License shall be considered a
revocable permit with a mutual right in either party to terminate without cause
upon giving sixty (60) days written notice to the other. The requirements and
conditions of such revocable permit shall be the same requirements and
conditions as set forth in this License except for conditions relating to the term of
the License and the right of termination. If this License shall be considered a
revocable permit as provided herein, the Licensee acknowledges the authority of
the City Council to issue a revocable permit and the power to revoke as provided
therein.

32. There is hereby reserved to the City every right and power which is required
to be herein reserved or provided by the City Code, any ordinance, and the City
Charter, and Licensee, by its acceptance of this License, agrees to be bound
thereby and to comply with any action or requirements of the City in its exercise of

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such rights or power, heretofore or hereafter enacted or established, except those
actions or requirements which are unlawful under state or federal law. Neither the
granting of any License nor any provision hereof shall constitute a waiver or bar to
the exercise of any governmental right or power of the City.

33. The Licensee shall indemnify, defend and hold harmless the City and its
agents and employees from and against all claims, damages, losses and expenses
of any nature, including reasonable attorney’s fees from any suit, judgment,
execution, claim or demand whatsoever arising out of the act or omission by the
Licensee and its agents, employees and contractors pursuant to this License or
the construction, installation, operation, maintenance or use of the Facilities
authorized herein, whether or not any act or omission complained of is authorized,
allowed or prohibited by this License. Licensee acknowledges and agrees that
these indemnification requirements survive the Term of the License or termination
by operation of the terms and _ conditions of this Agreement.

34. The Licensee shall comply with the Insurance Requirements. Provided that
the insurance also complies with all the requirements of this License, the Licensee
may maintain endorsements or policies, in forms acceptable to the City Attorney,
to the extent that Licensee shall construct, operate, install, or use its Facilities in
the public highways, public streets, public rights-of- way, and public utility
easements.

35. Coordination Meetings. Licensee shall meet with the City and other right-
of-way (“ROW”) users as requested by the City to coordinate and plan
construction on the ROW and all matters affected by this License.

4 Public Highway Preservation.

4.1 Performance 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 License, a
faithful performance bond in favor of City in the sum of $400,000 the amount or the
sum of the construction costs (whichever is greater) to guarantee that Licensee
shall observe, fulfill and perform each and every term of this License. In case of
any breach of any condition of this License, 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 because 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.

6.

Security Fund.

51. Deposit Required. Upon application for continued use of the ROW, but no
later than five business days before this License is submitted to the City Council
for approval, Licensee shall provide either a cash deposit, a domestic irrevocable
Letter of Credit to the City, interest bearing account, or a bond, in a form acceptable
to the City attorney, in the initial amount of $150,000 as a security fund. Said cash
deposit, domestic irrevocable Letter of Credit, interest bearing account, or bond,
shall be maintained with the City for the term of this License as security for the
faithful payment by Licensee 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 License 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.

The City will notify Wyyerd Connect, LLC, in writing of any failure, noncompliance,
or nonpayment pursuant to this section. Any noncompliance or nonpayment that
remains unsecured for greater than 30 days (after receipt of written notice), the City
shall have the full discretion and authority to withdraw funds from the security fund
account, except that all interest accrued on any cash deposit shall be payable to
Licensee.

52 Within thirty (30) days after notice to Licensee that an amount has been
withdrawn by the City from the security fund, the Licensee shall deposit a sum of
money sufficient to restore such security fund to the original amount. Such notice
by the City shall include a full accounting of all sums withdrawn.

53. The Licensee shall be entitled to the return of such security fund, or
remaining balance thereof, as remains on deposit at the expiration of the term of
the License or upon termination of the License at an earlier date, provided that
there is no outstanding failure, noncompliance, or nonpayment on the part of
the Licensee. Any funds that the City erroneously or wrongfully withdraws shall be
returned to Licensee, within thirty (30) business days of such a determination.

54. The rights reserved to the City with respect to the security fund are in addition
to all other rights of the City whether reserved by this License or authorized by law;
and no action, proceeding or exercise of a right with respect to such security fund
shall affect any other right the City may have.

55. The Licensee shall provide the City, in a form acceptable to the City
Attorney, an endorsement or amendment to such security providing that such
security can be withdrawn by City pursuant to the provisions of this License and
that, if withdrawn, such security shall be restored to the original amount as provided
in this License.

Coordination. The City may issue reasonable, nondiscriminatory policy guidelines

to all utility services licensees and permittees to establish procedures for determining
iow to control issuance of engineering permits to multiple licensees for the same one-
mile segments of their facilities. The Licensee agrees to cooperate with the City in
establishing such policies and comply with the procedures established by the City
Manager or his designee to coordinate with the City in the event of the issuance of

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multiple engineering permits in the same one-mile segments.

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Records and Locator Service of Facilities; Mapping.

7.1. AZ811 e Stake. Licensee and its Contractor(s) shall comply with Title 40,
Chapter 2, Article 6.3 of the Arizona Revised Statutes by participating as a member
of AZ811 with the necessary records and persons to provide location service of
Licensee 's Facilities. A copy of the agreement or proof of membership shall be
filed with the City Engineer.

7.2. As-Built Drawings. Licensee shall maintain As-Built Drawings of its Facilities
located within the ROW and shall furnish a copy both electronically in an ESRI-
compatible mapping format (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 Facilities that are located underground within any public ROW within 10
business days of installation. The information provided by Licensee under this
section will be accurate to the best of Licensee ‘s knowledge. Licensee shall make
every reasonable effort to provide accurate and useful information, and the City
acknowledges that the information will be provided on an “as-is” and “as-available”
basis. Licensee shall be permitted to remove any information from the drawings
provided hereunder that is not required for the City’s purposes or that is confidential
to Licensee.

7.3. Failure to Provide Updates. If complete updates are not provided in a
compatible format, Licensee shall pay, or the City may deduct from the Security
Fund the actual, reasonable costs, the City incurs to update the City’s electronic
mapping format due to the location or relocation of Licensee Facilities.

74. 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, or the City may deduct the amount from the Security Fund.

7.5. Confidentiality. The files and drawings provided by Licensee to the City shall
be considered confidential only to the extent required by A.R.S. § 39-126.01.

Installation and Operation of the Facilities.

81. All installations shall meet the applicable standard specifications and
requirements of the City.

82 Pavement Cuts. The City has found that pavement cuts cause early
deterioration of the streets and as such have imposed a surcharge fee to cover
damages and early deterioration. Therefore, pursuant to Chapter 30 of the

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Glendale City Code Licensee shall be responsible for the cost of all pavement
cuts during the installation and maintenance of their Facilities and throughout the
term of this License.

83.

Trees. Any trimming of trees by the Licensee in the public highways, public

streets, public rights-of-way, and public utility easements shall be subject to such
regulation as the City Manager or other authorized official may establish to protect
the public health, safety, and convenience.

84.

Clean Up. 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 shall maintain the work and
public ROW in a safe, neat and clean condition.

85.

Empty Conduit and Dark Fiber.

8.5.1. Licensee may seek as part of the agreement to occupy the rights- of-
way with empty conduits and use the rights-of-way for non-
telecommunication services such as dark fiber leasing.

8.5.2. Empty Conduit - To the extent that Licensee occupies the ROW with
empty conduit, and/or unlit, unused, or unleased Dark Fiber and/or uses the
Citys ROW to provide services other than the 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 License and any applicable fees,
permits and laws.

8.5.3. Dark Fiber - Dark Fiber means fiber optic strands that are not
connected to transmission equipment or that are not otherwise part of an
operating Fiber Optic Network.

85.4. 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.

If at any time Licensee cannot make warrant for any portion of the
Licensee’s Communications network, then that portion shall be subject to
the annual per foot fee (“Per Foot Fee”) set forth herein. The current Per
Foot Fee is $1.89. Licensee agrees that on each annual anniversary of this
License that the Per Foot Fee will be adjusted by the change to the annual
average CPI set forth in the A.R.S. § 9-583.

Per the terms of the revocable license agreement between the City and
Wyyerd Connect: The linear foot fee of $1.89 described in section 8.5.4
will be imposed if Wyyerd uses the installed fiber 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. Based on the current Wyyerd business plan, the
City does not consider the installation of the empty conduit and fiber in the
ground prior to buildout to be “dark fiber” pursuant to the agreement and the

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86.

fee will not be charged.

8.5.5. Annual Payments 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.

Upon each anniversary of this Agreement, any monetary fee will be
adjusted, and payment made for any annual payment(s) owed, Licensee
shall make such payment(s) to the City within 30 business days of the
Effective Date and thereafter each year by the anniversary of such Effective
Date thereof for the duration of the Term.

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.

The authority granted by this License to use the public highways, public

streets, public rights-of-way, and public utility easements does not authorize
Licensee’s use of the facilities for operating a cable television system, a cable
system or authorize the Licensee to operate as a cable operator as those terms
are defined in the Communications Act of 1934 as amended, state law, or the
City Code. The authority granted by this License does not authorize the use of
the public highways, public streets, public rights-of-way, and public utility
easements for an open video system as defined in the Communications Act of
1996 or as defined or authorized by the FCC. The authority granted by this
License is not in lieu of any other license or franchise the City may require to
occupy the highways to provide service other than telecommunications service.

87.

8.6.1. The Licensee shall comply with rules and regulations of the FCC and

ACC that apply to the telecommunications services Licensee provides over
the facilities in the public highways, public streets, public rights-of- way, and
public utility easements that Licensee is authorized to use by this License.
The Licensee shall, within a reasonable time after request by the City,
provide the City copies of all correspondence from the FCC or ACC to the
Licensee or from the Licensee to the FCC or ACC that is directly relevant to
use of the public highways, public streets, public right- of-way, and public
utility easements to provide telephone service, as authorized by this License.

Proprietary Information. In order for the City to determine the Licensee’s

compliance with the terms of this License, within ten (10) days of written notice by
City of a request for disclosure, the Licensee shall provide relevant documentation

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as requested by City. Upon reasonable notice by City, Licensee shall make its
facilities available for joint inspection as requested by the City. If the Licensee
determines that in order to respond to City’s request for documentation and
inspection that it must reasonably provide proprietary information, the Licensee
shall so designate such claim to proprietary treatment on documents provided to

City.

8.7.1. Upon request by the City under A.R.S. § 9-583(D), Licensee shall
disclose to the City all persons with whom it contracts to use its Facilities in
the public highways, public streets, public right-of-way, and public utility
easements within the City to provide telecommunications services.

8.7.2. Proprietary information shall mean any document or material clearly
marked and_ identified as confidential (hereinafter “Proprietary
Information”). Such Proprietary Information may include, but not be limited
to, any customer lists, financial information, technical information, or other
information clearly identified as confidential pertaining to services provided
to its customers.

8.7.3.Proprietary Information disclosed by Licensee to the City or its
constituent departments, clearly marked and identified as required in this
Agreement, 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 the Licensee a reasonable opportunity
to defend its information from disclosure. The foregoing shall not apply to
any information that is already in the public domain; however, if public
domain information is included with Proprietary Information on the same
document, the City shall only disclose those portions within the public
domain. It shall be the Licensee’s sole responsibility to defend against
disclosure of Proprietary Information. In the event the information is
deemed not proprietary, or in compliance with a court order, the City shall
disclose the information requested.

8.7.4. Notwithstanding any provision in this License, the Licensee
acknowledges and understands that City is a political subdivision of the
State of Arizona and is subject to the disclosure requirements of Arizona’s
Public Records Law (A.R.S. § 39-121 ef seq.) and Licensee agrees that the
City has no liability to Licensee for any disclosure thereunder.

Licensee Relocation of Facilities. Upon the City's request, Licensee shall

temporarily or

permanently relocate or otherwise modify existing and future Facilities
("Relocation Work") as necessary to accommodate a government purpose as
follows:

9.1. Licensee shall perform the Relocation Work at no expense to the City
when required by the City’s Manager or designee.

9.2 The Relocation Work includes all of the work determined by the City
to be necessary to accommodate competing activities, including without

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limitation to temporarily or permanently, removing, protecting, supporting,
disconnecting, or relocating any portion of the existing or future Facilities.

9.3. The City shall perform any part of the Relocation Work that has not
been performed within Sixty (60) days after notice from the City. Licensee
shall reimburse the City for its actual and reasonable costs associated with
any Relocation Work or the City may draw from the Security Fund provided
the City shall include a full accounting of all sums withdrawn.

9.4 City has no obligation to relocate Licensee’s Facilities, equipment,
materials, or fiber (lit or dark), nor is there an obligation for the City to
relocate the City’s or any other entity’s facilities, equipment, materials, or
fiber (lit or dark).

9.5 Any of Licensee's Facilities that are not relocated as required by this
Agreement shall be considered abandoned, and the City shall be entitled
to use, relocate, or remove such abandoned Facilities at its sole discretion.

9.6 All Relocation Work shall be subject to the provisions of this License,
the Glendale City Code, other City requirements including the Glendale
Engineering Standards Manual.

Licensee Abandonment_of Facilities. If the Licensee abandons use of its

Facilities, cable, ducts, or other fiber (lit or dark), equipment or materials which
are used to provide telecommunications services for telephone service, or upon
cancellation, revocation or termination of the privilege herein granted, Licensee
shall notify the City and may — subject to the City’s approval — permanently
abandon the improvements in place.

10.1. In the event of cancellation, revocation, termination, or permanent
abandonment, the City shall require Licensee to comply with all necessary
requirements identified in the City of Glendale Engineering Standards
Manual as well as any other applicable regulations to remove its Facilities.

Term of License.

11.1 The right, privilege and obligations in this License shall continue and
exist for a period of five (5) years from the effective date hereof unless
sooner revoked as provided in this License. No provision of this License
may be construed to grant any automatic extension, renewal, or
replacement thereof, and shall be subject to the renewal requirements in
A.R.S. § 9-583(G).

11.2 At any time prior to the expiration of this License, the Licensee may
apply to the City for a renewal or extension of the License in accordance
with the then existing state and City laws.

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Transferability of License.

12.1. No Assignment. The rights, privileges and license granted
hereunder shall not be sublet, assigned or otherwise transferred nor shall
any of the rights or privileges therein granted or authorized be leased,
assigned, sold or transferred, either in whole or in part, nor shall title
thereto, either legal or equitable, or any right, interest or property therein,
pass to or vest in any person, except the Licensee, without the express
written consent of the City by an ordinance or resolution passed by the
City Council, which consent shail not be unreasonably withheld,
conditioned, or delayed. Before any proposed assignment or other
transfer becomes final, the Licensee shall request the consent of the City
to such proposed assignment. Any such assignment or transfer shall be
in conformance with the applicable sections of the City Code. Any transfer
or assignment that is to occur shall adhere to the provisions outlined in
the City Code. The new Licensee (if consented to by the City) shall be
equally subject to all the obligations and privileges of the original License
— including any amendments -, which will remain in full effect as if the
new Licensee was the original Licensee.

12.2 Instruments. After the approved transfer, the Licensee shall provide
City a copy of the deed, agreement, mortgage, lease, or other written
instrument evidencing such transfer, certified and sworn to as correct by
the Licensee. A request for consent to transfer shall include an
assignment agreement executed by Licensee and transferee and for
execution by the City after its consent, that:

The transferee has read, accepts, and agrees to be bound by the License.

12.3 The transferee assumes all obligations, liabilities, and responsibility
under the License for the acts and omissions of Licensee, known and
unknown, for all purposes, and agrees that the transfer shall not permit it
to take any position or exercise any right which Licensee could not have
exercised.

12.4 The assignment of the License (including all amendments) shall be
binding on the transferee as upon the transferor of the License as if the
transferee had originally executed the License for the full term of the
License; and

12.5 The transfer will not substantially diminish the financial resources
available to the Licensee.

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13 Contact. The Licensee shall notify the City within thirty (30) days of any change
in mailing address or emergency phone numbers.

Licensee Address:
Wyyerd Connect, LLC

500 Arapahoe Avenue, Suite 200
Boulder, CO 80303

Emergencies:
602-692-0068

14 Lenders. Nothing in this Section shall be deemed to prohibit a pledge,
hypothecation, mortgage, or similar instrument transferring conditional ownership of all
or part of the Licensee’s assets to a lender or creditor in the ordinary course of
business. In the event a lender assumes control of the assets and operation of the
Licensee through a default of the Licensee, the lender may assume the rights and
obligations of the Licensee. The lender or creditor may not transfer or change control
of the License without submitting the change to the City for consent under this Section.
If the lender does continue operation on any basis at any time, it shall be subject to all
provisions of the License. No later than three years after assumption of control by the
lender or creditor, the lender or creditor shall apply to the City for the right to continue
assumption of control or to transfer the License. Application by the lender or creditor
for approval of such assumption of control or transfer shall be subject to ail provisions
set forth herein on consent by the City Council and approval shall not be unreasonably
denied or delayed. A “lender” or “creditor” as discussed herein does not include a
company, person or corporation or other entity that operates cable television systems
or telecommunications systems as a principal or important business. This section is
intended to prohibit the intentional use of lending and/or foreclosure as a method for
effecting change of control or transfer of the License without City Council review and
approval

15 Permitted Transfer. Notwithstanding the foregoing, prior consent shall not be
required for a transfer to a company that meets the following conditions:

15.1. After the transfer, the company will be owned or controlled or under
common control with the same direct parent, and are intended after such
transfer to remain under the ownership or control of that parent or an
entity under common control or with the same direct parent.

152. Within thirty (80) days after completing a permitted transfer,
Licensee and the proposed transferee shall submit to the City a notice of

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transfer, including documents meeting the conditions, and a description
of the nature of the transfer, including complete information regarding the
effect of the transfer on the direct and indirect ownership and control of
the License.

15.3 After the transfer, the Licensee shall provide City a copy of the
deed, agreement, mortgage, or lease or of other written instrument
evidencing such transfer, certified and sworn to as correct by the
Licensee.

15.4 After the transfer, the new licensee must comply with the provisions
of this of this License with respect to further transfers as if the new
licensee were the original Licensee.

Nonexclusive License. This grant is not exclusive, and nothing hereincontained

shall be construed to prevent the 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 the City under the Constitution and laws of the
State of Arizona.

Revocation of License.

17.1 The City may revoke the License granted hereunder prior to its
date of expiration if the Licensee fails to comply with the material terms
and conditions of the License or applicable law.

17.2 Before revoking the License, the City Manager or a designee
shall give written notice to Licensee of the defect in performance and
give Licensee sixty (60) days within which to cure the defect in
performance. The City and Licensee may mutually agree upon a
longer period to cure the defect prior to revocation.

17.3 The City need not provide a sixty (60) day cure period prior to
revocation if the City finds that the defect in performance is due to an
intentional misconduct, is a violation of criminal law, is an immediate
danger to public health and welfare, or is a part of a pattern of
violations where the Licensee has already had notice and opportunity
to cure.

17.4 The City need not provide notice of revocation and may revoke
the License if Licensee voluntarily files any petition, or have an
involuntary petition filed on its behalf under any chapter or section of
tthe federal bankruptcy code; or shall file an answer admitting
insolvency or inability to pay its debts, if a trustee or receiver is appointed to
Licensee.

17.5 If the Licensee requests a hearing before revocation, the City

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shall provide a procedure for such a hearing prior to final action on the
notice of defect in performance.

18 Notice of Other Users.

18.1 Third Party Contracts. Licensee may enter into contracts with
unrelated third parties (“Users”) in the ordinary course of Wyyerd
Connection, LLC business for use of the Conduit Systems and/or
Fiber Optic Networks within the portions of the ROW subject to this
License provided that Licensee at all times retains exclusive control
over its Facilities and remain responsible for locating, servicing,
repairing, maintaining, replacing, relocating, or removing the Facilities
pursuant to the provisions of this Agreement. Such contracts (“User
Contracts”) shall be subject to all requirements and provisions of this
License and the following:

18.2 User Contract Required. 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 Wyyerd Connect, LLC;
the identity of such Users must be disclosed to the City upon request,
but such information will be considered Confidential and Proprietary.
All such Users are prohibited 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.

18.3 User_Work_in ROW. Such Users shall not perform any
construction, maintenance, repair, or other work of any kind in the ROW
related to the Fiber Optic Networks or Conduit System(s) unless: (A)
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; and (B) the User has entered into a
License with the City for use of the City’s ROW.

18.4 Responsible for Third Party Users. Licensee shall cause to
comply with this License all persons using the ROW through or under
Wyyerd Connect, LLC or this License. Licensee is responsible for any
violations of this License by persons using the ROW through or under
Licensee or this License.

19 Acceptance of License Terms and Conditions.

19.1 This License shall not become effective until Licensee with the
City Clerk shall have filed written acceptance thereof. By accepting this
License, the Licensee covenants and agrees to perform and be bound
by each and all of the terms and conditions imposed by the License

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and by the Charter, Code, laws, rules, and requirements of the City.

19.2 The Licensee acknowledges and accepts the right of the City to

issue a License under currently applicable law and Licensee agrees it
shall not now or at any time hereafter challenge this right to issue the

License in any way or in any forum.

19.3 The Licensee has reviewed the City’s ability to grant a License
and accepts such a License as the City may now be legally able to
require.

19.4 In the event of conflict between the terms and conditions of the
License and the terms and conditions on which the City can grant a
license or permission to use the public highways, public streets, public
rights-of-way, and public utility easements as set forth in applicable
law, the applicable law shall, without exception, control.

19.5 Nothing in this License shall be deemed to waive the
requirement of the various codes, ordinances, and regulations of the
City regarding permits, fees to be paid or manner of construction.

19.6 The Licensee 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 damage arising out of any
provision or requirement of the City because of the enforcement of the
License or because of defects in ordinance or License issuance, or
because of any required dedication or failure to require the dedication
of any right or interest in real or personal property in conjunction with
any site plan approval, zoning, rezoning, or any other application of
City authority to an interest in land.

Severability. If any one or more of the provisions of this Agreement become
void, voidable, or unenforceable for any reason, such provisions shall be
deemed severable from the remaining provisions of this Agreement and shall
not affect the legality, validity, or constitutionality of the remaining portions of
this Agreement.

Exhibits. All Exhibits referred to in this License and any addenda, attachments,
and schedules which may, from time to time, be referred to in any duly
executed amendments to this License are by such reference incorporated in
this License and shall be deemed a part of this License.

Survival of Liability. All obligation of Licensee hereunder and all warranties and
indemnities of Licensee hereunder shall survive termination of this License.

No Warranty. Licensee acknowledges and agrees that the City does not
warrant the condition or safety of its public highways, public streets, public

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right-of-way and public utility easements or the premises surrounding the
same, and Licensee hereby assumes all risk of any damages, injury or loss of
any nature whatsoever caused by or in connection with the use of any City
public highways, public streets, public right of way and public utility easements.

On-Call Assistance. Licensee shall be available to staff employees of any City
department having jurisdiction over Licensee activities 24 hours per day, 7 days
per week, regarding problems or complaints resulting from the installation,
operation, maintenance, or removal of its Network.

24.1. The City may contact by telephone the network operations center
operator at the following phone number Wyyerd Connect, LLC regarding
such problems or complaints, and may use that number in order to reach
Licensee at any time for any emergency matter. Licensee shall use
reasonable efforts to respond to any issues within the time frames
specified in its service level agreements. Licensee shall make
arrangements with a local entity to handle any necessary problems or
complaints that require a physical presence.

[Signatures Appear on Following Pages]

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EXECUTED to be effective as of the date shown above.

ATTEST:

Julie K. Bower (SEAL)
City Clerk
APPROVED AS TO FORM:

Michael D. Bailey
City Attorney

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CITY OF GLENDALE, an
Arizona municipal corporation

Kevin R. Phelps
City Manager

WYYERD CONNECT, LLC.

By:
Its:

Print Name: _77n. Genks

Its: SVP Fynaace

Date: GLO /207/