License Agreement with West Valley Fiber Networks LLC

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WIRED TELECOMMUNICATIONS LICENSE AGREEMENT 
AND RIGHT-OF-WAY USE AGREEMENT 
BETWEEN THE CITY OF GLENDALE 
AND WEST VALLEY FIBER NETWORKS LLC 
 
This Wired Telecommunications License (“License”) and Right-of-Way Use Agreement (“Agreement”) is 
effective as of this ____ day of _________, 2025, by and between the City of Glendale, an Arizona 
municipal corporation (“City”) and WEST VALLEY FIBER NETWORKS LLC, an Arizona limited 
liability company (“Licensee”). 
RECITALS 
WHEREAS, City owns public street and alley right-of-way and public utility easements within the 
boundaries of the City of Glendale; and 
WHEREAS, WEST VALLEY FIBER NETWORKS LLC will not be providing pay telephone service and 
are therefore exempt from obtaining from the Arizona Corporation Commission a certificate of convenience 
and necessity (CC&N) by Decision No. 63262 dated December 14, 2000 (the “CC&N”); Should WEST 
VALLEY FIBER NETWORKS LLC ever decide to offer pay telephone service in any manner they agree 
to obtain and provide a CC&N certificate to the City of Glendale; and 
WHEREAS, WEST VALLEY FIBER NETWORKS LLC desires the ability to able to install future 
Facilities withing the right-of-way and operate, maintain and repair existing Facilities within a portion of 
the right-of-way, subject to the requirements of this License and Agreement: and 
WHEREAS, WEST VALLEY FIBER NETWORKS LLC has applied to City for permission to continue 
using the right-of-way to maintain its existing Fiber Optic Networks and provide Telecommunications 
Services; and 
WHEREAS, city is authorized to regulate its streets, alley and public utility easements, and to grant, renew, 
deny , amend and terminate licenses for and otherwise regulate the installation, operation and maintenance 
of such Facilities within the City’s boundaries pursuant to City Charter, Glendale 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), by the city’s police powers, its authority over public right-of-way, and its other governmental powers 
and authority; and 
WHEREAS, City wants to reserve rights to construct and use and allow others to construct and use all 
manner of additional improvements in the right-of-way; and 
WHEREAS, WEST VALLEY FIBER NETWORKS LLC agrees to provide and maintain accurate maps 
showing the location of all Facilitates owned by WEST VALLEY FIBER NETWORKS LLC on public 
property including public utility easements within City, and to comply with such other mapping 
requirements as City may establish from time to time; and 
WHEREAS, WEST VALLEY FIBER NETWORKS LLC will secure the appropriate licenses, 
encroachment and other permits acquired by the City Code for the placement of its Facilities placed in the 
City’s boundaries; and 
WHEREAS, WEST VALLEY FIBER NETWORKS LLC has agreed to comply with the public property 
use requirements that City has established and may establish from time to time; and

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NOW THEREFORE, for and in consideration of the foregoing, the amounts hereinafter to be paid by WEST 
VALLEY FIBER NETWORKS LLC and the covenants and agreements contained herein to be kept and 
performed by WEST VALLEY FIBER NETWORKS LLC, and for other good and valuable considering, 
the City herby grants to WEST VALLEY FIBER NETWORKS LLC a telecommunication license 
(“License”) and permission to use the public right-of-way pursuant to the terms and conditions set forth 
herein. 
SECTION 1. Definitions 
ACC means the Arizona Corporation Commission. 
A.R.S means Arizona Revised Statutes. 
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). 
Cable Services and Cable System shall have the same meaning as defined in Chapter 10 of the Glendale 
City code. 
Call means the operations required to set up or establish, maintain, and terminate or release a connection 
through a telephone network in support of 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, judgements, demands, 
reasonable expenses and costs, including, but not limited to, reasonable 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 U.S.C § 157. 
Common Carrier means a private company offering interstate or foreign communication by wire or 
radio or the interstate of foreign transmission of energy to the general public on a non-discriminatory 
basis. 
Conduit means a pipe of either metal, ceramic or plastic that is designed to protect 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 by WEST VALLEY FIBER 
NETWORKS LLC Contractors for the performance of services or provision of goods relation to this 
Agreement. 
Dark Fiber means fiber optic strands that are not connected to the transmission equipment.

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Dense Wavelength Division Mulitplex: (“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 (TOM) 
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. 
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 int eh provision 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 is 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 that originates and terminates in a single state. 
Interstate Call means a call that originates in one state and terminates in a different state (or country). 
Interstate Telecommunications Services Provider means a Telecommunications Corporation that p 
laces 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, or the District of Columbia. 
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. 
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 as defined in title VI of the Federal Communications 
Act of 1934, 47 U.S.C § 573 and implementing regulations (47 CFR § 76.1500), providing 
services 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

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City. The preceding sentence shall apply whether the provide owns, leases or otherwise obtains the 
right to use the wires or lines, including wires or lines of telecommunications provide used pursuant 
to tariff or other 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 o 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 of Glendale and WEST VALLEY FIBER NETWORKS 
LLC of Arizona limited liability company. 
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 or 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 Glendale 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 the roads, streets and alleys and all other dedicated public ROW and public 
utility 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 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 telegraph or telephone service, 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. 
Right-of-Way (“ROW”) shall have the same meaning as Public Highway. 
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 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.

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SECTION 2. Permission to Use Right-of Way 
2.1 
Subject to the provisions of this Agreement, the Glendale City Code, the City Glendale 
Charter, and Arizona and federal law, City hereby grants WEST VALLEY FIBER NETWORKS 
LLC permission to use the designated portions of the right-of-way (“ROW”) pursuant to the terms 
and conditions of the License and Agreement. 
2.2 
WEST VALLEY FIBER NETWORKS LLC’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. WEST VALLEY FIBER NETWORKS LLC shall use the portions 
of the ROW solely of the uses allowed under this License and Agreement and shall conduct 
no other activity at or from those designated portions of the ROW as described in Exhibit A. 
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 intestate Calls as referenced by A.R.S. §§ 9-582 and 9-583, the 
City hereby grants WEST VALLEY FIBER NETWORKS LLC a revocable and 
nonexclusive Telecommunications License (“License”) to run concurrently with the term 
of this Agreement. 
2.2.1.3 WEST VALLEY FIBER NETWORKS LLC may locate its Fiber Optic Network 
in the ROW at the locations shown on the maps submitted to and approved by the City as 
part of the City’s permitting process and should be deemed Critical Infrastructure. 
2.2.1.4 Such additional related uses for which City may give or retract consent from time 
to time. Such additional uses may only be conducted following City’s sole and absolute 
discretion. 
2.3 
All other uses of the ROW are prohibited. WEST VALLEY FIBER NETWORKS LLC may not 
allow third parties to use the Facilities for any use that WEST VALLEY FIBER NETWORKS LLC itself 
does not have the authority under this License and Agreement to use the Facilities for. 
2.3.1 
The Telecommunications License granted by this Agreement does not allow WEST 
VALLEY FIBER NETWORKS LLC to provide one-way transmissions by anyone directly to 
customers or any other type of video programming to other programming or transmission that may 
be subject to a cable television license or franchise. This License does not allow a Multichannel 
Video System and/or the providing of Multichannel Video Programming Services. 
2.3.2 
If WEST VALLEY FIBER NETWORKS LLC ever obtains or seeks federal, state or local 
approval to provide a cable system or open video system (“Video Services”) over the Fiber Optic 
Networks, this License and Agreement shall remain in effect according to its terms and WEST 
VALLEY FIBER NETWORKS LLC shall continue to pay any fee required by this Agreement, 
regardless of any legal or regulatory provisions, permits or other processes or rules that might now 
or hereafter provide otherwise.  
2.3.3 
Without limiting the other amendments or waiver provisions of this License and 
Agreement, no change to or waiver of this Agreement’s provisions regarding Video Services is 
effective without a formal amendment to this Agreement executed by City after approval by the

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City Council. City has not promised any such amendment or waiver. This agreement does not 
prohibit the parties from entering into other agreements regarding the Fiber Optic networks or 
Conduit Systems, should both parties desire to do so in their sole and absolute discretion. 
2.4 
The authority to install and construct any Conduit System and/or Fiber Optic Networks on City 
property granted herein authorizes WEST VALLEY FIBER NETWORKS LLC 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 WEST VALLEY FIBER NETWORKS LLC to install or 
construct any Facilities not expressly provided or in this Agreement. 
2.5 
To the extent that WEST VALLEY FIBER NETWORKS LLC uses the City’s ROW to provide 
services other than the telecommunications 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 
WEST VALLEY FIBER NETWORKS LLC shall comply with all applicable laws as amended 
from time to time, including but not limited to, the Glendale City Code and the City Charter and Arizona 
and federal law in the exercise and performance of its rights and obligations under this Agreement. If it is 
necessary for WEST VALLEY FIBER NETWORKS LLC to comply with any law or regulation of the 
FCC or the ACC to engage in the business activities anticipated by this Agreement, WEST VALLEY 
FIBER NETWORKS LLC shall comply with such laws or regulation as a condition precedent to exercising 
any rights granted by this Agreement. Provided, however, no such law or regulation of the FCC or ACC 
shall enlarge or modify any of the rights or duties granted by this Agreement without a written medication 
to this Agreement. 
SECTION 3. Non-Exclusive Rights/Priority Rights 
3.1 
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 City under the Constitution and laws of the State of Arizona. 
3.2 
Any and all rights granted to WEST VALLEY FIBER NETWORKS LLC 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 own Facilities. Any and all rights granted to WEST VALLEY FIBER 
NETWORKS LLC 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 WEST 
VALLEY FIBER NETWORKS LLC, including any fee or leasehold interest, easement, or any franchise 
rights. 
3.3 
Any right or privilege claimed pursuant to this Agreement by WEST VALLEY FIBER 
NETWORKS LLC for any use of any public 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 therein, provided however, 
that nothing herein shall extinguish or otherwise interfere with property rights established independently of 
this Agreement. 
3.4 
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 or the Charter of the City, and WEST VALLEY FIBER 
NETWORKS LLC by its execution of this Agreement agrees to be bound thereby and to comply with any

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lawful action of 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 
By executing this Agreement, City does not waive any rights that it may have against any public 
utility or other property owner to require that such owners obtain prior approval from the City for such uses 
of their property or facilitates, or that revenues received by any public utility or other property owner from 
WEST VALLEY FIBER NETWORKS LLC, by virtue of WEST VALLEY FIBER NETWORKS LLC’s 
use of their property or facilities be included in the computation of any use agreement fees owed by such 
parties to the City. 
3.6 
Nothing in this Agreement shall be construed to prevent the City from abandoning, altering, 
improving, repairing, or maintaining its Facilitates and/or the ROW, and for the purpose to require WEST 
VALLEY FIBER NETWORKS LLC, at no expense to the City, to remove, relocate or abandon in place 
WEST VALLEY FIBER NETWORKS LLC’s Facilities in order to accommodate the activities of the City. 
Such decision to ask WEST VALLEY FIBER NETWORKS LLC to remove, relocate or abandon in place 
WEST VALLEY FIBER NETWORKS LLC’s Facilities in order to accommodate the activities of the City 
shall be thoughtfully considered and the City shall use reasonable efforts to avoid repeated impact on WEST 
VALLEY FIBER NETWORKS LLC’s Facilitates. The City shall not be liable for lost revenues sustained 
by WEST VALLEY FIBER NETWORKS LLC, however caused, because of damage, modification, 
alteration, or destruction of its Facilitates 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. 
SECTION 4. Notice of Other Users 
4.1 
WEST VALLEY FIBER NETWORKS LLC may enter into contracts with unrelated third parties 
(“Users”) in the ordinary course of WEST VALLEY FIBER NETWORKS LLC’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 the Agreement and 
the following: 
4.1.1 
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) 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 31.2.3. 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. 
4.1.2 
In the event the Uder 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. 
4.2 
WEST VALLEY FIBER NETWORKS LLC shall cause to comply with this Agreement all persons 
using the ROW through or under WEST VALLEY FIBER NETWORKS LLC or this Agreement. WEST 
VALLEY FIBER NETWORKS LLC is responsible for any violations of this Agreement by persons using 
the ROW through or under WEST VALLEY FIBER NETWORKS LLC or this Agreement.

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SECTION 5. Description of the Services and Routes 
5.1 
WEST VALLEY FIBER NETWORKS LLC uses its Fiber Optic Network to offer voice, data, and 
internet services over fiber. 
5.2 
WEST VALLEY FIBER NETWORKS LLC’s current initial planned routes for its Conduit 
Systems and Fiber Optic Networks are shown on Exhibit A. WEST VALLEY FIBER NETWORKS LLC 
has 0 Linear Feet of owned conduit in the ROW within the City. 
SECTION 6. Regulatory Conditions Relating to the Right-of-Way Usage 
For purposes of the Agreement, whenever work is done in the ROW relating to any of the Facilities, WEST 
VALLEY FIBER NETWORKS LLC agrees that is solely responsible for the acts, errors, omissions, and 
any negligence of any or all of its Contractors and the obligations of Sections 6 and 7 are imposed on both 
WEST VALLEY FIBER NETWORKS LLC and any of its Contractors, for whom WEST VALLEY FIBER 
NETWORKS LLC will be responsible. WEST VALLEY FIBER NETWORKS LLC will ensure that 
WEST VALLEY FIBER NETWORKS LLC and its Contractors comply with Public ROW use 
requirements as follows: 
6.1 
Registration. WEST VALLEY FIBER NETWORKS LLC agrees to register with the City by 
completing an application or renewal application form and paying the application fee. 
6.2 
Notice of Changes. WEST VALLEY FIBER NETWORKS LLC 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 WEST VALLEY FIBER NETWORKS LLC’s name or address must be filed at 
least sixty (60) days prior to the date the change becomes effective; a change in the telephone number must 
be filed ten (10) days before the change becomes effective; and in the case of a change in the Facilities (by 
addition, subtraction or modification or movement), the change in Facilities must be filed at least sixty (60) 
days before work commences on the Facilitates unless the relocation was ordered ty the City. In the case of 
a change in the category of services offered, the change must be noticed thirty (30) days before the earlier 
of the date the service commences, or WEST VALLEY FIBER NETWORKS LLC begins marketing the 
service. 
6.3 
WEST VALLEY FIBER NETWORKS LLC is completely responsible for ensuring that its 
Facilities are constructed, installed, operated and/or maintained in accordance with the City of Glendale 
City Code and established practices with respect to such public 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 followed. 
6.4 
WEST VALLEY FIBER NETWORKS LLC’s use of the public 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 
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 public 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 
WEST VALLEY FIBER NETWORKS LLC 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, and WEST VALLEY FIBER

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NETWORKS LLC may not waive the application of the same. City shall have continuing jurisdiction and 
supervision over any Facilities located within or on public 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 Agreement. 
SECTION 7. Plan Approval, Permits and Inspection 
7.1 
No Facilities shall be changed, installed, constructed, located on, or attached to any property within 
the City ROW, public utility easements and any other easements dedicated to the City until WEST 
VALLEY FIBER NETWORKS LLC has applied for and received approval for permits from the City 
Engineer. WEST VALLEY FIBER NETWORKS LLC shall be solely responsible for 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 WEST VALLEY FIBER 
NETWORKS LLC’s Facilities subject to this License and Agreement. Additionally, WEST VALLEY 
FIBER NETWORKS LLC and it Contractor(s) shall comply with all other provisions of the Glendale City 
Code, including but not limited to Chapter 28 regarding off-site construction, Chapter 30 regarding street 
and sidewalks, and other applicable City and/or Maricopa County regulations. All rights hereunder are 
granted under the express condition that the City shall have the power at any time to impose lawful 
restrictions and limitations upon, and to make regulations as to WEST VALLEY FIBER NETWORKS 
LLC’s use of the public ROW as may 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 public ROW. 
7.2 
WEST VALLEY FIBER NETWORKS LLC 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. WEST VALLEY FIBER NETWORKS LLC and/or its Contractor(s) 
shall abide by all stipulations of all licenses and permits issued. If WEST VALLEY FIBER NETWORKS 
LLC 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 the set forth in the initial Permit Application WEST 
VALLEY FIBER NETWORKS LLC shall apply for and obtain approval for an amendment to the permit 
prior to installation or construction. 
7.3 
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. WEST VALLEY FIBER NETWORKS LLC agrees to cooperate with the 
City in establishing such policy and comply 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 
City will approve or deny such applications based on the availability of space at the location sought 
by WEST VALLEY FIBER NETWORKS LLC, safety and other considerations in accordance with the 
City’s Code, applicable ROW construction regulations and other appliable law. WEST VALLEY FIBER 
NETWORKS LLC and/or its Contractor(s) agree to comply with the terms of any City-issued licenses and 
permits. 
7.5 
Any new conduit or other Facilities placed in the ROW will be constructed using industry standard 
horizontal directional drilling, missile boring, and trenching construction methods. Other material placed 
in the ground may include concrete manholes, generally 4x4x4, pull boxes/handholes, utility boxes, and 
HDPE couplings and elbow, fiber optic cable, splice cases, tracer wire, grounding material, mule tape, jet 
string and conduit plugs. WEST VALLEY FIBER NETWORKS LLC and/or its Contractor(s) will install 
any new Conduit and access points (manholes/pull boxes) using industry standard practices and in full

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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”, 
the City’s supplements to MAG, and the City of Glendale Utility Permit and Construction Manual. 
7.6 
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 as set 
forth in the City of Glendale Utility Permit and Construction Manal and the MAG Uniform Standard 
Specifications and Details for Public Works Construction and the City of City Supplements thereto and to 
ensure compliance with the terms of this License and other pertinent provisions of law. 
7.7 
Any new Conduit system(s) and/or Fiber Optic Network(s) shall be installed in multiple phases as 
agreed upon by WEST VALLEY FIBER NETWORKS LLC and the City. If portions of this project will 
take place on the major arterial streets in City, WEST VALLEY FIBER NETWORKS LLC 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. 
7.8 
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 interfere as little as possible with 
traffic, existing utilities or other authorized uses over, under or through said streets and public ways. WEST 
VALLEY FIBER NETWORKS LLC shall not install, operate, or allow the use of equipment, methodology 
or technology that may or would interfere with the optimum effective use or operation of City’s existing or 
future fire, emergency or other communications equipment, methodology or technology (i.e., voice or other 
data carrying receiving or transmitting equipment). If such interference should occur, WEST VALLEY 
FIBER NETWORKS LLC shall immediately discontinue using the equipment, methodology or technology 
that causes the interference. Any such corrective measures shall be made at no cost to City. WEST 
VALLEY FIBER NETWORKS LLC shall be responsible to ensure compliance with this Agreement by all 
persons using the ROW through or under WEST VALLEY FIBER NETWORKS LLC or this Agreement. 
7.9 
Co-location. WEST VALLEY FIBER NETWORKS LLC’s installation of the Facilities shall be 
reasonably coordinated with other utilities and City to accommodate opportunities for common installation 
along with WEST VALLEY FIBER NETWORKS LLC’s route as set forth in this Agreement. All 
installations of cable and/or fiber shall be in Conduit or innerduct as reasonably approved by the City 
Engineer. Provided, however, nothing herein shall require WEST VALLEY FIBER NETWORKS LLC to 
incur any material additional expense to accommodate common installations. 
7.10 
Although the exact placement and location of any additional Facilities shall be determined by City 
through the permit process, WEST VALLEY FIBER NETWORKS LLC has expressed its intent and City 
has expressed its desire to have any Facilities installed outside of the paved street areas whenever such 
location is feasible and reasonable. Further, if it is the intent and desire of WEST VALLEY FIBER 
NETWORKS LLC for the Conduit System to be placed by horizontal directional drilling under such streets 
when feasible and reasonable, bore profiles based on vacuum pothole information shall be part of the 
engineered plans submitted to the City. 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, 
WEST VALLEY FIBER NETWORKS LLC agrees to pay a surcharge fee to cover damages and early 
deterioration will be assessed for cutting new or resurfaced pavements less than seven years old. 
7.11 
WEST VALLEY FIBER NETWORKS LLC 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.

11 
 
7.12 
Prior to start of any construction work, WEST VALLEY FIBER NETWORKS LLC shall provide 
written notice to all adjacent or affected residents or businesses at least for-eight (48) hours in advance of 
any street, alley, sidewalk, and driveway closures and make suitable arrangements to have all vehicles 
moved to a satisfactory location outside the closed area. 
7.12.1 If an emergency requires activity without such written notice, WEST VALLEY FIBER 
NETWORKS LLC 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, WEST VALLEY 
FIBER NETWORKS LLC shall promptly furnish the City documentation of such permission from 
such other affected property owner or tenant. 
7.13 
Whenever WEST VALLEY FIBER NETWORKS LLC 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. WEST VALLEY FIBER 
NETWORKS LLC shall upon the completion of the opening or alteration, restore the property, 
improvements or landscaping disturbed by NOVOS FIBE or its Contractors to a condition substantially 
comparable to the condition before the opening or alteration and the restoration shall be performed with 
due diligence within a reasonably prompt time. 
7.14 
Traffic Control. 
 
7.14.1 All Traffic shall be regulated in accordance with MAG; the City of Phoenix Barricade 
Manual, latest edition, available through the City of Phoenix Traffic Engineering; the Manal on 
Unform Traffic Control Devices (MUTCD); any Special Provisions included herein. 
 
7.14.2 At the time of the pre-construction conference, WEST VALLEY FIBER NETWORKS 
LLC 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 require 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. At the same time, the City shall 
designate a representative who will be responsible for seeing that all traffic control and traffic 
control alterations are implemented per these traffic control specifications. 
 
7.14.3 WEST VALLEY FIBER NETWORKS LLC shall have the full responsibility and liability 
for traffic control for work performed by WEST VALLEY FIBER NETWORKS LLC or their 
Contractors. WEST VALLEY FIBER NETWORKS LLC shall submit a Traffic Control Plan to 
Traffic Engineering for approval one week prior to beginning work under this Agreement. It shall 
be noted Traffic under this Agreement shall include all motor vehicles, bicyclists, and pedestrians. 
WEST VALLEY FIBER NETWORKS LLC shall not begin construction until the Traffic Control 
Plan is approved by the City. An approved Traffic Control Plan shall be maintained onsite during 
all phases of construction, otherwise construction will cease until the Traffic Control Plan is 
approved. 
 
7.14.4 During construction it may be necessary to alter traffic control as approved by Traffic 
Engineering. Alterations to traffic control shall be in accordance with the latest edition of Part VI 
of the Manual on Uniform Traffic Control Devices: “Traffic Control for Streets and Highway 
Construction and Maintenance Operations”; the latest edition of the City of Phoenix Traffic Control 
Manual, latest edition. The most restrictive manual shall apply. WEST VALLEY FIBER 
NETWORKS LLC shall pay any and all applicable barricade fees.

12 
 
 
7.14.5 City will make no payment for traffic control. The cost for any fees shall be WEST VALLEY 
FIBER NETWORKS LLC’s responsibility. 
 
7.14.6 In the event WEST VALLEY FIBER NETWORKS LLC or its Contractor(s) damages 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 pre-approved by the City. Any damage caused by WEST VALLEY FIBER NETWORKS 
LLC or its Contractor(s) that is repaired by the City will be billed to WEST VALLEY FIBER 
NETWORKS LLC at cost. 
 
7.14.7 Pedestrian access shall be maintained along the length of the project at all times per the 
requirements of the ADA and as approved by Traffic Engineering. 
 
7.14.8 Speed limits shall be strictly enforced. 
 
7.14.9 For more information, please contact the City of Glendale Traffic Engineering. 
7.15 
Clean Up. WEST VALLEY FIBER NETWORKS LLC and/or its Contactor(s) shall, during 
construction and upon completion of work, remove all temporary construction facilities, debris, and unused 
materials provided for in the work, and put the works site of the work and public ROW in a safe, neat and 
clean condition. 
7.16 
Safety. WEST VALLEY FIBER NETWORKS LLC and WEST VALLEY FIBER NETWORKS 
LLC’s Contractor(s) shall be solely and completely responsible for the conditions of any job site where the 
infrastructure is being placed that are related to the work undertaken by WEST VALLEY FIBER 
NETWORKS LLC, 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. WEST VALLEY FIBER NETWORKS LLC’s failure to thoroughly familiarize itself with the 
aforementioned safety provisions shall not relieve WEST VALLEY FIBER NETWORKS LLC from 
compliance with these provisions. 
7.17 
Blue Stake. WEST VALLEY FIBER NETWORKS LLC and its Contractor(s) shall comply with 
A.R.S. §§ 40-360.21 through 40-360.32 by participating as a member of the Arizona Blue Stake Center 
with the necessary records and persons to provide location service of WEST VALLEY FIBER 
NETWORKS LLC’s Facilities upon receipt of a locate call or as promptly as possible, but in no event later 
than two working days. A copy of the Agreement or proof of membership shall be filed with the City 
Engineer. 
SECTION 8.  Hazardous Substances 
WEST VALLEY FIBER NETWORKS LLC’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. or any other federal, state, county or local law pertaining to 
hazardous substances, waste or toxic substances and their reporting requirements (collectively “Toxic 
Substances”).

13 
 
1. WEST VALLEY FIBER NETWORKS LLC 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:  
a. Ordinary gasoline, diesel fuel or other fuels or lubricants necessary for ordinary use in 
motor vehicles and ordinary construction machinery permitted upon the ROW. Such 
materials must be properly and lawfully contained in ordinary quantities in ordinary 
quantities in ordinary tanks and receptacles that are permanently installed in such 
vehicles and machinery. 
b. Electric backup batteries. 
 
2. WEST VALLEY FIBER NETWORKS LLC 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. 
 
3. WEST VALLEY FIBER NETWORKS LLC 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 Environmental Quality or any other governmental agency. The preceding sentence does not 
prohibit ordinary permits for control of dust during construction permitted by this Agreement. 
 
4. In addition to and without limitation of any other indemnities or obligations, WEST VALLEY 
FIBER NETWORKS LLC 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 caused by WEST VALLEY FIBER NETWORKS LLC, its 
Contractor(s) or anyone using the ROW under this Agreement. 
 
5. WEST VALLEY FIBER NETWORKS LLC and/or its Contractor(s) shall immediately notify 
City of any Toxic Substance at any time discovered or existing upon the ROW. WEST 
VALLEY FIBER NETWORKS LLC is not responsible for Toxic Substances that may exist at 
the ROW if NOVO FIBER’s Contractors and/or any other persons using the ROW under this 
Agreement did not do any of the following: 
 
a. Knowingly participate in the Toxic Material coming to the ROW 
b. Knowingly fail to immediately report the Toxic Material to City 
c. Knowingly participate in spreading or otherwise disturbing the Toxic Material 
d. Knowingly exacerbate the effects of the Toxic Material or the difficulty or cost of 
dealing with Toxic Material 
 
6. WEST VALLEY FIBER NETWORKS LLC understands the hazards presented to persons, 
property and the environment by dealing with Toxic Substances. WEST VALLEY FIBER 
NETWORKS LLC acknowledges the possibility that the ROW may contain actual or presumed 
asbestos and other Toxic Substances containing materials. 
 
7. Within twenty-four (24) hours after any violation by WEST VALLEY FIBER NETWORKS 
LLC and/or by its Contractor(s) of this Agreement pertaining to Toxic Substances, WEST 
VALLEY FIBER NETWORKS LLC shall give City notice reporting such violation.

14 
 
Section 9. On-Call Assistance 
WEST VALLEY FIBER NETWORKS LLC shall be available to staff employees of any City department 
having jurisdiction over WEST VALLEY FIBER NETWORKS LLC’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 Network. The city may contact the network control center operator by 
telephone at the following phone number 833-673-1215 regarding such problems or complaints, and may 
use that number in order to reach WEST VALLEY FIBER NETWORKS LLC at any time for emergency 
matter. WEST VALLEY FIBER NETWORKS LLC shall use reasonable efforts to respond to any issues 
within the time frames specified in its service level agreements. WEST VALLEY FIBER NETWORKS 
LLC shall make arrangements with a local entity to handle any necessary problems or complaints that 
require a physical presence. 
Section 10. Mapping Requirement 
10.1 
WEST VALLEY FIBER NETWORKS LLC shall maintain As-Built Drawings of its Facilities 
located within the ROW and 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 if requested by the City. Upon completion of new or relocation construction of 
underground Facilities in ROW, WEST VALLEY FIBER NETWORKS LLC shall create and maintain 
precise, up-to-date maps of any of its Conduit System and/or Fiber Optic Network 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 upon the installation of any new Facilities. 
WEST VALLEY FIBER NETWORKS LLC will also provide surface-location marking of any of WEST 
VALLEY FIBER NETWORKS LLCS’s Facilities that are located underground within any public ROW 
within 10 (ten) business days of installation. 
10.2 
If complete updates are not provided in a compatible format, WEST VALLEY FIBER 
NETWORKS LLC shall pay the actual, reasonable costs the City incurs to update the city’s electronic 
mapping format due to the location or relocation of WEST VALLEY FIBER NETWORKS LLC’Ss 
Facilities. However, before the City incurs any cost to convert updates provided by WEST VALLEY 
FIBER NETWORKS LLC, it will notify WEST VALLEY FIBER NETWORKS LLC that it cannot access 
the updates that had been provided. If within fourteen (14) days, WEST VALLEY FIBER NETWORKS 
LLC has not either provided compatible updates or provided the city an agreeable date by which such 
updates will be received by City, City will convert the incompatible updates unilaterally. 
10.3 
In the event that WEST VALLEY FIBER NETWORKS LLC fails to supply records in the City 
specified format, and there is a cost to the City in convert WEST VALLEY FIBER NETWORKS LLC 
provided files, WEST VALLEY FIBER NETWORKS LLC will be responsible for the conversion costs 
and will pay such costs within thirty (30) days of the date of the bill from the City invoicing the amount 
due. However, before the City incurs any cost to convert WEST VALLEY FIBER NETWORKS LLC 
provided files, it will notify WEST VALLEY FIBER NETWORKS LLC that it cannot access the records 
that had been provided. If within fourteen (14) days, WEST VALLEY FIBER NETWORKS LLC has not 
either provided compatible records or provided the City an agreeable date by which such updates will be 
received by the City, City will convert the incompatible updates unilaterally. 
Section 11. Relocation 
11.1 
WEST VALLEY FIBER NETWORKS LLC 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

15 
 
to facilitate any public purpose any Cit project whenever directed to do so by City. The City will not exercise 
its right to require WEST VALLEY FIBER NETWORKS LLC Facilities to be relocated in an unreasonable 
or arbitrary manner. However, to the extent that the City receives funds from any third parties or 
government entities for a project that requires the relocation of Facilities owned, operated and/or maintained 
by the WEST VALLEY FIBER NETWORKS LLC, the City shall allocate such funds to the relocation of 
WEST VALLEY FIBER NETWORKS LLC’s Facilities. If more than one licensee is required to relocate 
for the same project, and is eligible for reimbursement, any such funds shall be distributed on a pro-rate 
basis based on the total relocation costs of each of the licensees eligible for such reimbursement. WEST 
VALLEY FIBER NETWORKS LLC shall not hold the City liable for failure to request or file a claim for 
any funds for the relocation of WEST VALLEY FIBER NETWORKS LLC’s Facilities. Such relocations 
shall be accomplished in accordance with the directions from City and shall be pursuant to the same terms 
and conditions as the initial installation allowed pursuant to this Agreement and any applicable issued 
permits. WEST VALLEY FIBER NETWORKS LLC shall comply with any and all requirements of 
Chapter 10 of the Glendale City Code. Within ninety (90) days after service of notice by the City, WEST 
VALLEY FIBER NETWORKS LLC 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 ninety-day period, WEST 
VALLEY FIBER NETWORKS LLC 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. 
11.2 
WEST VALLEY FIBER NETWORKS LLC agrees to obtain a permit as required by this 
Agreement prior to removing, abandoning, relocating or reconstructing of any portion of its Conduit 
System(s) or Fiber Optic Network(s) in the public ROW. Notwithstanding the foregoing, City understands 
and acknowledges there may be instances when WEST VALLEY FIBER NETWORKS LLC is required to 
make repairs that are of an emergency nature or in connection with an unscheduled disruption of the 
Facilities. WEST VALLEY FIBER NETWORKS LLC will maintain any annual permits required by the 
City for such maintenance and emergency repairs. WEST VALLEY FIBER NETWORKS LLC will notify 
City before the repairs and will apply for and obtain the necessary permits in a reasonable time after 
notification. 
11.3 
If the City needs to perform any part of the necessary relocation or removal work that has not been 
done within the time required by the City, it shall be entitled to seek payment for such relocation costs by 
drawing upon the letter of credit or security fund required by this Agreement pursuant to Section 25. 
Section 12. Expansion or Extension of the Current Use Area 
12.1 
Any further expansion and/or extension of WEST VALLEY FIBER NETWORKS LLC’s Fiber 
Optic Network and or empty Conduit placement outside the current route(s) in the ROW shall require 
written approval from the City Engineer, who may, refer the matter to the City Council for approval, 
provided that such consent, by either the City Engineer, or the City Council, shall not be unreasonable 
withheld or delayed. 
12.2 
WEST VALLEY FIBER NETWORKS LLC agrees that such further expansions and/or extensions 
beyond the current route(s) shall be at all times governed by the terms and conditions of this Agreement. 
12.3 
Requests for expansions and/or extensions should identify the route, number of conduits, size of 
conduits, and intended use (including whether there will be dark fiber available for sale or leasing to third 
parties.)

16 
 
Section 13. Damage to Public Property. 
13.1 
In addition to any indemnity obligation under this License and Agreement, whenever the  
installation, use, maintenance, removal, or relocation of any WEST VALLEY FIBER NETWORKS LLC’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. WEST VALLEY 
FIBER NETWORKS LLC, at its sole cost and expense, shall promptly restore the surface or subsurface of 
the ROW or public property and/or repair or replace the surface, subsurface and/or public improvement 
therein, or thereunder, in as good a condition as before in accordance with applicable laws, normal wear 
and tear excepted, reasonable satisfactory to the City Engineer. If WEST VALLEY FIBER NETWORKS 
LLC does not repair the damage or disturbance as just described, then City shall have the option, upon ten 
(10) business days of receipt of the invoice for the costs, the City will be entitled to deduct the amount of 
the invoice from WEST VALLEY FIBER NETWORKS LLC’s letter of credit. 
13.2 
Notwithstanding the notice provision above, in the event of a Public Emergency, the City shall have 
the right to immediately perform, without prior written notice to WEST VALLEY FIBER NETWORKS 
LLC, such reasonable and necessary work on behalf of WEST VALLEY FIBER NETWORKS LLC 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 WEST VALLEY FIBER NETWORKS LLC of the repairs as soon as practicable after the work 
has begun. WEST VALLEY FIBER NETWORKS LLC 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 WEST VALLEY FIBER NETWORKS LLC 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 WEST VALLEY FIBER NETWORKS LLC as required by Section 
13.3 below. 
13.3 
Upon the receipt of a demand for payment by City, WEST VALLEY FIBER NETWORKS LLC 
shall, within thirty (30) days, reimburse City for any undisputed costs. 
13.4 
For any pavement cuts by WEST VALLEY FIBER NETWORKS LLC, WEST VALLEY FIBER 
NETWORKS LLC 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, in accordance with the provisions of the Glendale City Code 
and the fees established by the city pursuant thereto. WEST VALLEY FIBER NETWORKS LLC agrees 
to pay within thirty (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. 
SECTION 14. Public Emergency Disruption by City. 
City shall have the right, because of a Public Emergency, to seer, disrupt, remove, tear out, dig-up or 
otherwise damage and/or destroy Facilities of WEST VALLEY FIBER NETWORKS LLC without any 
prior notice to WEST VALLEY FIBER NETWORKS LLC, if the action is deemed necessary by either the 
City Manager, Fire chief, Police Chief, City Engineer, or Public Works Director or designee. In such event, 
neither the City nor any agent, Contactor or employee of city shall be liable to WEST VALLEY FIBER 
NETWORKS LLC, its Contractors or its customers or their parties for any harm so caused to them or the 
Facilities. When practical and if possible, City will consult with WEST VALLEY FIBER NETWORKS 
LLC in advance to assess the necessity of such actions and to minimize to the extent practical under the 
circumstances damage to and disruption of operation of the Fiber Optic Networks. City shall inform WEST

17 
 
VALLEY FIBER NETWORKS LLC of any actions taken. WEST VALLEY FIBER NETWORKS LLC 
shall be responsible for repair at its sole expense of any of its Facilities damaged pursuant to any such action 
taken by City. 
SECTION 15. Public Safety/Public Emergency. 
15.1 
If any of WEST VALLEY FIBER NETWORKS LLC’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 Cit’s 
utility, public safety and/or other public health, safety and welfare functions, then WEST VALLEY FIBER 
NETWORKS LLC shall immediately remedy the hazard, comply with city’s request to secure the route 
area, and otherwise cooperate with City at no expense to City to remove any such hazard or impediment. 
15.2 
In the event of a Public Emergency, neither the City nor any agent, Contractor or employee of the 
City shall be liable to WEST VALLEY FIBER NETWORKS LLC or its Contractors or its customers or 
other third parties for any harm caused to them by the reasonable actions of the City or its agents, 
Contractors or employees in responding to such public emergency. When practical and if possible, City 
will consult with WEST VALLEY FIBER NETWORKS LLC in advance to assess the necessity of such 
actions and to minimize, to the extent practical under the circumstances, damage to and disruption of either 
the public property involved or the Facilities involved. 
SECTION 16. Contractors 
16.1 
The specific independent Contractors identified and used by WEST VALLEY FIBER 
NETWORKS LLC for the construction activities to expand and extend WEST VALLEY FIBER 
NETWORKS LLC’s Facilities and Service Area will need to be approved by the City Engineer or designee 
prior to issuance of each construction permit, such 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. 
16.2 
All independent Contractors shall provide their own insurance policies or shall furnish separate 
certificates and endorsements for each. All coverages for independent Contractors shall be subject to all the 
requirements stated herein. For WEST VALLEY FIBER NETWORKS LLC. 
SECTION 17. Legal Worker Compliance 
17.1 
WEST VALLEY FIBER NETWORKS LLC hereby warrants that it will at all times during the 
term of this Agreement comply with all federal immigration laws applicable to WEST VALLEY FIBER 
NETWORKS LLC’s employment of its employees, and with the requirements of A.R.S. § 23-214(A). 
SECTION 18. Effective Date and Validity of Agreement 
18.1 
This Agreement is effective upon signature by WEST VALLEY FIBER NETWORKS LLC and 
the execution of it by the Glendale City Council. 
18.2 
WEST VALLEY FIBER NETWORKS LLC shall acknowledge that as a condition of acceptance 
of this Agreement, WEST VALLEY FIBER NETWORKS LLC was required to be represented 
throughout the negotiations of the Agreement by its own attorney and WEST VALLEY FIBER 
NETWORKS LLC had the opportunity to consult with its own attorneys about its rights and obligations 
regarding the Agreement. WEST VALLEY FIBER NETWORKS LLC has reviewed city’s authority to 
execute and enforce this Agreement and has reviewed all applicable law, both federal and state, and, after

18 
 
considering same, WEST VALLEY FIBER NETWORKS LLC acknowledges and accepts the right and 
authority of City to execute this Agreement and to enforce the terms herein. 
SECTION 19. Term of Agreement 
19.1 
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 this Agreement, which is the date of approval of this 
Agreement by the City Council, unless sooner terminated as set forth in this Agreement. 
SECTION 20. Modification, Renewal, Extension 
20.1 
If WEST VALLEY FIBER NETWORKS LLC wishes to renew its License and continue using 
the ROW, then at least one hundred and eighty (180) days prior to the expiration of this License and 
Agreement, WEST VALLEY FIBER NETWORKS LLC shall apply to the city for a new License and 
Agreement in accordance with the then existing federal, state, and local laws. 
20.2 
WEST VALLEY FIBER NETWORKS LLC shall pay to City the applicable fee at the time of 
the submission of the application. 
20.3 
Upon renewal or extension of a telecommunications license with the City, City shall have the 
right to renegotiate any of the terms from a prior agreement. WEST VALLEY FIBER NETWORKS LLC 
understand 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 upon 
WEST VALLEY FIBER NETWORKS LLC under this Agreement. WEST VALLEY FIBER 
NETWORKS LLC acknowledges the right of the city to adopt and implement lawful code amendments 
and/or fee schedules. 
20.4 
If WEST VALLEY FIBER NETWORKS LLC’s Facilities remain in the ROW, and WEST 
VALLEY FIBER NETWORKS LLC 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 60 days beyond 
the expiration of the term, and no permits will be issued to WEST VALLEY FIBER NETWORKS LLC 
by the City until a new License has been approved by the City Council. 
20.5 
Failure by WEST VALLEY FIBER NETWORKS LLC to have a valid License and Agreement 
to use the ROW by the expiration of the holdover Term may result in immediate withdrawal and 
revocation of any existing permits issued by the City to WEST VALLEY FIBER NETWORKS LLC. If, 
however, WEST VALLEY FIBER NETWORKS LLC 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 WEST VALLEY FIBER NETWORKS 
LLC prior to the expiration of the Agreement. 
SECTION 21. Payments 
21.1 
By entering into this Agreement, neither party waives any current or future rights reserved under 
the Telecommunications Act of 1196, including but not limited to, those rights set forth in Sections 
253(c), reserving the City’s right to manage the public ROW and to require fair, nondiscriminatory and 
reasonable compensation from WEST VALLEY FIBER NETWORKS LLC for use of the public ROW. 
21.2 
WEST VALLEY FIBER NETWORKS LLC shall be solely responsible for payment to City as 
follows:

19 
 
21.2.1 Application Fee - WEST VALLEY FIBER NETWORKS LLC shall pay City an 
application fee for the administrative costs involved in the issuance of a telecommunications 
license, which shall be due a the time of the submittal of the application. 
21.2.2 Transaction Privilege Tax – WEST VALLEY FIBER NETWORKS LLC shall pay 
transaction privilege tax on any qualifying services under Glendale 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 WEST 
VALLEY FIBER NETWORKS LLC’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 One Dollar and Ninety-Six Cents ($1.96) per linear foot, which shall be adjusted 
annually as provided in Section 21.2.3.1 
21.2.3.1 
WEST VALLEY FIBER NETWORKS LLC asserts that under A.R.S. § 
9-582, 100% of its route in Glendale is exempt for the ROW Usage Fee because the WEST 
VALLEY FIBER NETWORKS LLC network carries local exchange and intrastate traffic. 
21.2.3.2 
Should the nature of WEST VALLEY FIBER NETWORKS LLC’s use 
change so that either a linear foot fee under Section 21.2.3 or Section 21.6 or a use fee 
under Section 21.2.4 is applicable, WEST VALLEY FIBER NETWORKS LLC agrees 
to pay such fees, subject to any right of offset under Section 22. Any such fees shall be 
calculated from the effective date of this Agreement and any retroactive amounts from 
the date of the change in circumstances that cause the fee to be due the City shall be 
payable within 30 days of written notification by the City to WEST VALLEY FIBER 
NETWORKS LLC of what amount is due. 
21.2.3.3 
Commencing on the anniversary date of this Agreement and continuing 
through the fifth year of the term, the linear foot fee and ROW usage fee shall be escalated 
annually each year July 1 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. 
21.2.3.4 
As of the date of this Agreement, WEST VALLEY FIBER NETWORKS 
LLC does not provide interstate telecommunications services subject to this fee in A.R.S. 
§ 9-582-583. 
21.2.3.5 
Should WEST VALLEY FIBER NETWORKS LLC own, install, 
maintain, operate, or acquire Fiber Optic Networks that do qualify for the annual footage 
fee, WEST VALLEY FIBER NETWORKS LLC shall immediately notify the City in 
writing of the number of linear feet and the location, so that the annual fee may be 
calculated. 
21.2.3.6 
Any such annual fee shall be due and payable within 30 days of the receipt 
of an invoice from the city advising WEST VALLEY FIBER NETWORKS LLC of the 
amount due. Such a fee shall be prorated from the date of the invoice until the anniversary 
date of this Agreement. Thereafter, upon each anniversary date of this Agreement, the 
annual fee will be adjusted as provided by Section 21.2.3.1 above.

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21.2.4 Compensation for Use of ROW in the event that WEST VALLEY FIBER NETWORKS 
LLC provide any services that are in addition to intrastate services as identified in it CC&N or 
occupies or uses the ROW for a use other than one that conforms to the definition of the 
Telecommunication Services as defined in this Agreement and A.R.S. § 9-581-583, WEST 
VALLEY FIBER NETWORKS LLC agrees to pay fair and reasonable compensation for use of the 
ROW as authorized by law. Upon each anniversary of this Agreement, the compensation will be 
adjusted by the CPI as provided by Section 21.2.3.1 above, and payment made as required by 
Section 21.3 
21.3 
For any annual payment(s) owed, WEST VALLEY FIBER NETWORKS LLC shall make such 
payment(s) to the City within five (5) business days of the effective date of this Agreement and/or by the 
anniversary of such effective date thereof for the duration of the term, whichever is applicable. 
21.4 
Permit Fees – WEST VALLEY FIBER NETWORKS LLC shall pay all applicable construction 
permit fees to place Facilitates in the ROW, which includes charges for encroachment permit applications, 
issuance, inspection, testing, plan review and other fees adopted by City and applicable to perrons doing 
work and/or encroaching in the City’s ROW pursuant to Glendale Development Fee Schedule. If, at the 
request of WEST VALLEY FIBER NETWORKS LLC, the need of WEST VALLEY FIBER NETWORKS 
LLC’s work requires after hours or nighttime work outside of normal business hours, WEST VALLEY 
FIBER NETWORKS LLC shall reimburse the City according to the fee schedule in place. 
21.5 
Damage Fees – WEST VALLEY FIBER NETWORKS LLC shall pay any reasonable costs 
associated with any damage caused to the public ROW as provided by Glendale City Code. 
21.6 
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 WEST VALLEY FIBER NETWORKS LLC 
to an annual fee pursuant to Section 21.2.3 or Section 21.2.4 above (if applicable), WEST VALLEY FIBER 
NETWORKS LLC 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 of issuance of the permit and the next following anniversary date of this Agreement and 
the denominator of which is twelve (12). 
21.7 
In the event, WEST VALLEY FIBER NETWORKS LLC 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 public ROW used or occupied by WEST VALLEY FIBER NETWORKS LLC shall be applied as a 
credit toward any annual fee or refunded to WEST VALLEY FIBER NETWORKS LLC by the City. 
21.8 
Any checks should reference the contract number and be sent to: 
 
City of Glendale 
 
Engineering Department 
 
5850 W. Glendale Ave. 
 
Glendale, AZ 85301 
21.9 
WEST VALLEY FIBER NETWORKS LLC agrees that if it fails to pay any amounts owed to the 
City by the time prescribed for payment, WEST VALLEY FIBER NETWORKS LLC shall pay interest on 
the amounts owed, at the rate of one percent (1%) per month.

21 
 
SECTION 22. In-Kind Payments as an Offset to Fees Owed 
This Agreement does not currently provide for any in kind payment by WEST VALLEY FIBER 
NETWORKS LLC, however, should fees be owed under Section 21 above, the Parties may agree in writing 
to any in kind payment of fiber(s) and/or conduit(s) to offset such fees or transaction privilege taxes owed 
through an addendum to this Agreement. 
SECTION 23. Taxes 
WEST VALLEY FIBER NETWORKS LLC 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 WEST VALLEY FIBER 
NETWORKS LLC pursuant to Section 21. WEST VALLEY FIBER NETWORKS LLC consents to the 
disclosure of any and all information reported on WEST VALLEY FIBER NETWORKS LLC’s transaction 
privilege tax returns by authorizing and all owing the City’s tax collector to release such information to the 
City Manager or designees. 
SECTION 24.  Performance Bond 
24.1 
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, WEST VALLEY FIBER 
NETWORKS LLC shall cause to be fled and maintain until wither completion of the construction or 
termination of this Agreement as determined by WEST VALLEY FIBER NETWORKS LLC, a faithful 
performance bond in favor of City in the sum of One Hundred Thousand Dollars ($100,000.00) to guarantee 
that WEST VALLEY FIBER NETWORKS LLC 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 bond, 
up to the whole thereof, may be forfeited to compensate City for any damages t may suffer by reason of 
such breach. Said bond shall be acknowledged by WEST VALLEY FIBER NETWORKS LLC, as 
principal, and shall be issued by a surety with an AM Best rated of A-VII or better for the last four quarters. 
City and WEST VALLEY FIBER NETWORKS LLC 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 
If WEST VALLEY FIBER NETWORKS LLC has completed the above construction and wants 
the bond released, the City will need to inspect and approved 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 
Upon application for continued use of the ROW, but no later than five (5) business days before this 
Agreement is submitted to the City Council for approval, WEST VALLEY FIBER NETWORKS LLC shall 
provide by either a cash deposit or domestic irrevocable standby letter of credit to the City Engineer in the 
initial amount of Fifty Thousand Dollars ($50,000.00) as a security fund or its equivalent. 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 WEST VALLEY FIBER NETWORKS LLC 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 thereto, and the payments 
by WEST VALLEY FIBER NETWORKS LLC of any fees, claims, liens and taxes due the City which 
arise by reason of the construction, operation or maintenance of the Facilities. 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

22 
 
that all interest accrued on any cash deposit shall be payable to WEST VALLEY FIBER NETWORKS 
LLC on demand. No withdrawals shall be made from the security fund account without the prior written 
approval of the City Manager and prior written notice of intent to withdraw to WEST VALLEY FIBER 
NETWORKS LLC. 
25.2 
Within twenty (20) days after notice to WEST VALLEY FIBER NETWORKS LLC that any 
amount has been withdrawn by City from the security fund account or letter of credit, WEST VALLEY 
FIBER NETWORKS LLC shall deposit a sum of money to sufficient to restore such security fund account 
to the original amount or present the City an additional irrevocable letter of credit in said amount so that 
the total amount of funds available to the City is $50,000.00. 
25.3 
If WEST VALLEY FIBER NETWORKS LLC fails, within ten (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 ten (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 WEST VALLEY FIBER NETWORKS LLC in connection with this Agreement; or fails, 
within thirty (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 reasonable 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 WEST 
VALLEY FIBER NETWORKS LLC of the amounts and date thereof. 
25.4 
Any funds that City erroneously or wrongfully withdraws shall be returned to WEST VALLEY 
FIBER NETWORKS LLC, with interest of 1.0% per month, within thirty (30) days of such a determination. 
25.5 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. WEST VALLEY FIBER NETWORKS LLC shall at all times 
during the term of this Agreement, prior to the issuance of permits, at its own cost and expense, carry and 
maintain for the mutual benefit of the City and WEST VALLEY FIBER NETWORKS LLC, commercial 
general liability insurance against claims for bodily injury, death or property damage, products/completed 
operation and personal and advertising injury, which insurance shall cover claims as may be occasioned by 
the operations, act, omission or negligence of WEST VALLEY FIBER NETWORKS LLC 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. WEST VALLEY FIBER NETWORKS LLC shall 
maintain limits no less than those stated herein for each type of insurance. 
26.2 
General Requirements. WEST VALLEY FIBER NETWORKS LLC’s insurance of the types and 
amounts required in this section shall be from companies possessing a current A.M. Best, Inc. rating of A-
VII, or better and legally authorized 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.

23 
 
26.2.2 The insurance coverage, except workers’ compensation and professional liability, required 
by this Agreement, shall name City, its agents, representatives, directors, officials, and employees, 
as additional insureds, and shall specify that insurance afforded WEST VALLEY FIBER 
NETWORKS LLC shall be primary insurance, and that any self-insured retention and/or insurance 
coverage carried by City or its employees shall not contribute to the coverages provided by WEST 
VALLEY FIBER NETWORKS LLC. 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 or transfer rights of recovery (subrogation) 
against City, its agents, representatives, officers, directors, officials and employees. 
26.2.4 The insurance policies may provide coverage, which contain deductibles or self-insured 
retentions. Such deductible an/or self-insured retention shall be assumed by and be for the account 
of, and at the sole risk of WEST VALLEY FIBER NETWORKS LLC 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. Cit, at is option, may require WEST 
VALLEY FIBER NETWORKS LLC to secure payment of such deductibles or self-insured 
retentions by a surety bond or an irrevocable letter of credit. Self-insured retentions of up to 
$1,000,000 (One Million Dollars) shall be accepted. 
26.2.5 All policies shall not be cancelled until at least thirty (30) days prior written notice has 
been given to City. WEST VALLEY FIBER NETWORKS LLC will ensure its policies will comply 
with the minimum requirements of Section 26 and notify the City if it cannot meet those 
requirements. 
26.2.6 WEST VALLEY FIBER NETWORKS LLC shall be responsible for ensuring that the City 
is notified within thirty (30) days of the occurrence of any reduction in the insurance coverage 
amounts, cancellation or expiration of any of the policies as required by this License Agreement. 
26.2.7 WEST VALLEY FIBER NETWORKS LLC shall include all Contactors as additional 
insurers under is policies or shall provide separate certificates and endorsements for each 
Contractor. All coverage for Contractors shall be subject to all the requirements stated herein for 
WEST VALLEY FIBER NETWORKS LLC. Upon request of WEST VALLEY FIBER 
NETWORKS LLC, the City may agree to lower insurance requirements for a Contractor. This 
change in insurance limits will be subsequent to a review by the City’s Project Manager of the 
potential exposures and risks of the work being performed by the Contactor, and a determination 
that such a reduction to the insurance limits is warranted. 
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 and this Agreement. 
26.3 
Proof of Insurance-Certificates of Insurance. 
26.3.1 Prior to or upon, filing for permits after the execution of this agreement, WEST VALLEY 
FIBER NETWORKS LLC shall furnish to City Certificates of Insurance issued by WEST 
VALLEY FIBER NETWORKS LLC’s agent or broker, as evidence that policies providing the 
required covered, conditions and limits required by this Agreement are in full force and effect and 
obtain from the City’s Engineering Division approval of such Certificate(s) shall include the

24 
 
endorsement listing the City as an Additional Insured to Section 26.2.2 and shall be attached as 
Exhibit B to this Agreement. 
26.3.2 If a policy does expire during the life of this Agreement, a renewal certificate must be sent 
to the City ten (10) business days prior to the expiration date. 
26.3.3 All Certificates of Insurance shall identify the policies in effect on behalf of WEST 
VALLEY FIBER NETWORKS LLC, their policy period(s), and limits of liability. Coverage 
shown on 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 
under this Agreement shall be sent to: 
City of Glendale 
Engineering Department 
5850 W. Glendale Ave. 
Glendale, AZ 85301 
26.3.4 City reserves the right to request and to receive, within ten (10) business days, certified 
copies of any or all of the herein required insurance policies and/or endorsements. City shall not be 
obligated, however, to review same or to advise WEST VALLEY FIBER NETWORKS LLC of 
any deficiencies in such policies and endorsements, and such receipt shall not relieve WEST 
VALLEY FIBER NETWORKS LLC from or be deemed a waiver of City’s right to insist on, strict 
fulfillment of WEST VALLEY FIBER NETWORKS LLC’s obligations under this Agreement. 
26.4 
Required Coverage. 
26.4.1 Such insurance shall protect WEST VALLEY FIBER NETWORKS LLC from claims set 
forth below that may arise out of or result from operations of WEST VALLEY FIBER 
NETWORKS LLC under this Agreement and for which NOVOS FIBR may be legally liable, 
whether such operations be by WEST VALLEY FIBER NETWORKS LLC or by a consultant or 
Contractor or by anyone directly or indirectly employed by any of them, or by anyone for whose 
acts may be legally liable. Coverage under the policy will be at least as broad as Insurance Services 
Office, Ind. Policy form CG 00 01 10 01 and CG 20 37 07 04 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 WEST VALLEY FIBER NETWORKS LLC’s employees; 
26.4.3 Claims for damages insured by usual personal and advertising injury liability coverage; 
26.4.4 Claims for damages, because of injury to or destruction of tangible property, including loss 
due of use resulting therefrom; 
26.4.5 Claims involving contractual liability insurance applicable to WEST VALLEY FIBER 
NETWORKS LLC’s obligation under the Indemnification Agreement. 
26.5 
Commercial General Liability – Minimum Coverage Limits. 
The Commercial General Liability insurance required herein shall be written for not less than $5,000,000 
limits of liability. Any combination between general liability and excess general liability alone amounting

25 
 
to a minimum of $5,000,000 per occurrence and an aggregate of $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 10 01 and CG 20 37 07 04, and shall 
include coverage for WEST VALLEY FIBER NETWORKS LLC’s completed operations and products. 
26.6 
Worker’s Compensation and Employer’s Liability. 
WEST VALLEY FIBER NETWORKS LLC shall maintain Worker’s Compensation insurance to cover 
obligations imposed by federal and state statutes having jurisdiction over WEST VALLEY FIBER 
NETWORKS LLC’s employee engaged in the performance of the work or services; and, Employer’s 
Liability insurance of not less than $1 million for each accident, $1 million disease coverage for each 
employee, and $1 million disease policy limit. In case any work is subcontracted, WEST VALLEY FIBER 
NETWORKS LLC will require the Contractor to provide Worker’s Compensation and Employer’s Liability 
to at least the same extent as required of WEST VALLEY FIBER NETWORKS LLC. 
26.7 
Automobile Liability. 
If WEST VALLEY FIBER NETWORKS LLC owns and/or operates vehicles in Arizona, WEST VALLEY 
FIBER NETWORKS LLC shall maintain Commercial/Business Automobile Liability insurance with a 
combined single limit for bodily injury and property damage of not less than $5 million each occurrence 
with respect to any owned, hired, and non-owned vehicles assigned to or used in performance of the WEST 
VALLEY FIBER NETWORKS LLC’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). If 
hazardous substances, materials or wastes are transported, insurance for WEST VALLEY FIBER 
NETWORKS LLC’s Contractor shall include coverage limits of $5 million per accident for bodily injury 
and property damage. 
SECTION 27. Indemnity. 
27.1 
WEST VALLEY FIBER NETWORKS LLC acknowledges that it has responsibility for any and 
all of its Facilities installed in the public ROW, its use of the ROW and for its exercise of its rights under 
this License and Agreement directly or through its Contractor(s), except of the intentional acts or gross 
negligence on the part of the City. To the fullest extent permitted by law, WEST VALLEY FIBER 
NETWORKS LLC, shall defend, indemnify and hold harmless the City, or its officials, boards, 
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 caused by the acts, errors, 
mistakes, and/or omissions of WEST VALLEY FIBER NETWORKS LLC, its employees, agents, or any 
tier of Contractors acting on behalf of NOVOS FIBE or any other person for whose acts, errors, mistakes, 
and/or omissions WEST VALLEY FIBER NETWORKS LLC may be legally liable. This defense and 
indemnification requirement includes any Claims or amounts arising or recovered under workers 
compensation laws or any other law, bylaw, or ordinance, order or decree caused by any failure on the part 
of WEST VALLEY FIBER NETWORKS LLC, its agents, employees representatives to fulfill WEST 
VALLEY FIBER NETWORKS LLC’s obligation under this Agreement, whether resolution of the above 
Claim(s) proceeds to judgement or not except to the extent such Claims resulted from or were caused by 
intentional acts or negligence on the part of  the City or its agents. The provisions of this section shall 
survive termination of this Agreement. This section applies even if the party seeking damages makes a 
claim against the City or brings a claim against the City based on vicarious liability or non-delegable duty. 
27.2 
WEST VALLEY FIBER NETWORKS LLC further agrees to indemnify and hold harmless the 
City, its officers and its employees from and against all reasonable costs, damages, and expenses incurred

26 
 
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 WEST VALLEY FIBER NETWORKS LLC under 
the City Code or other applicable law. 
27.3 
In the event that a notice of claim is served on the City or litigation is commenced against the City, 
the City may, but is not required to, tender the defense of the litigation to NOVOS FIBE, who shall defend 
the litigation. If the City tenders the defense to WEST VALLEY FIBER NETWORKS LLC, WEST 
VALLEY FIBER NETWORKS LLC shall have the right to retain counsel of its own choice, to settle all or 
any part of the litigation on terms acceptable to WEST VALLEY FIBER NETWORKS LLC (and, where 
such terms directly obligate or affect the City, acceptable to the City). WEST VALLEY FIBER 
NETWORKS LLC agrees to keep the Glendale City Attorney’s Office informed of the status and progress 
of all litigation involving the City that has been tendered to WEST VALLEY FIBER NETWORKS LLC 
or its insurance carrier. 
27.3.1 The parties shall promptly notify each other in writing of any claims, demands, or lawsuits 
which may involve the City and provide copies of all accident reports, incident reports, statements 
or other documents that are relevant to the claims, demands, or lawsuits, or which may lead to the 
discovery of relevant material or information in the possession of the other party, its employees, 
agents, Contractors, and/or others. 
27.3.2 Subject to any legal protections for privilege and/or confidentiality, both parties agree to 
cooperate with the other party to gather any relevant information relating to an incident which 
results in a claim, demand, or lawsuit. 
27.4 
It is the purpose of this section to provide maximum indemnification to the City under the terms 
and conditions expressed herein, 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 WEST VALLEY FIBER 
NETWORKS LLC against any and all claims, demands or lawsuits. The sole exception shall be an express 
determination by a court of competent jurisdiction upon full adjudication of the case that the damages either 
arose from the City’s gross negligence or intentional acts or that the City was comparatively at fault for the 
damages related to that portion judicially determined to be the City’s fault. 
27.5 
The provision of Section 27 shall not be dependent or conditioned upon the validity of this License 
but shall be and remain a binding right and obligation of the City and WEST VALLEY FIBER 
NETWORKS LLC, even if part or all of this License is declared null and void in a legal or administrative 
proceeding. It is the intent of WEST VALLEY FIBER NETWORKS LLC and the City upon the effective 
date of this License, that this Section serves as any such declaration and shall be binding obligation of an 
inure to the benefit of WEST VALLEY FIBER NETWORKS LLC and the City and their respective 
successors and assigns, if any. Any failure by WEST VALLEY FIBER NETWORKS LLC shall be 
considered a material breach of this License Agreement. 
27.6 
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. 
27.7 
As a condition to Licensor’s executing this Agreement, NOVOS FIBE specifically agrees that to 
the extent any provision of this Section is not fully enforceable against WEST VALLEY FIBER 
NETWORKS LLC for any reason whatsoever, the parties shall meet to negotiate the reformation of this 
Agreement, to the minimal extent necessary to cause it to be enforceable to the fullest extent permitted by 
law.

27 
 
SECTION 28. Limitation of Liability 
28.1 
The City and its officers, agents, elected or appointed officials, employees, departments, boards 
and commissions, shall not be liable to WEST VALLEY FIBER NETWORKS LLC or to its affiliates or 
customers for any interference with or disruption in the operations of WEST VALLEY FIBER 
NETWORKS LLC’s Fiber Optic Networks or the provision of services, or for any Claim for damages 
arising out of or materially related to WEST VALLEY FIBER NETWORKS LLC’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 
WEST VALLEY FIBER NETWORKS LLC 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 or because of defects in this License or Glendale City Code. 
28.3 
WEST VALLEY FIBER NETWORKS LLC shall assume the risk of, and herby 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 
This License is personal to WEST VALLEY FIBER NETWORKS LLC 
29.2 
Except as otherwise provided in this Agreement, the rights, privileges ad License granted herein 
shall not be sold, sublet, assigned, conveyed or otherwise transferred, nor shall nay of the rights or privileges 
therein granted or authorized be leased, assigned, sold, conveyed or otherwise transferred, either in whole 
or in part, nor shall title thereto, either legal or equitable, or any right, interest or property therein, pass to 
or vest in any person, except WEST VALLEY FIBER NETWORKS LLC, either by act of WEST VALLEY 
FIBER NETWORKS LLC or operation of the law, without the express written consent of the City, which 
consent shall not be unreasonably withheld or delayed. Prior to any proposed transfer of any kind becoming 
final, WEST VALLEY FIBER NETWORKS LLC shall seek the consent of the City to the proposed 
transfer. Approval by the City to a transfer does not constitute a waiver or release of any of the rights of the 
City under the Glendale City code or this Agreement, whether arising before or after the date of transfer. 
29.3 
“Transfer” transactions shall mean all of the following transactions, circumstances and conditions 
and to all persons claiming pursuant to such transactions, circumstances and conditions: 
1. 
Any voluntary or involuntary assignment, conveyance or transfer of the ROW or any 
interest therein or any rights under this Agreement, in whole or in part. 
2. 
Any assignment by WEST VALLEY FIBER NETWORKS LLC of any interest in this 
Agreement for the benefit of creditors, voluntary or involuntary. 
3. 
Any voluntary or involuntary pledge, lien, mortgage, security interest, judgment, claim or 
demand, whether arising from ay contract, any agreement, any work of construction, repair, 
restoration, maintenance or removal, or otherwise affecting WEST VALLEY FIBER 
NETWORKS LLC’s rights to use the ROW (collectively “Liens”) except that the City 
acknowledges WEST VALLEY FIBER NETWORKS LLC is permitted to pledge, lien, 
mortgage, and/or create a security interest in its network and associated right and privileges 
in relation to any financing transaction of the company. 
4. 
WEST VALLEY FIBER NETWORKS LLC insolvency.

28 
 
5. 
The occurrence of any of the foregoing with respect to any assignee or other successor to 
WEST VALLEY FIBER NETWORKS LLC. 
29.4 
The new Licensee as approved by the City shall be equally subject to all the obligations and 
privileges of the original License and Agreement, including any amendments, which will remain in full 
effect, as if the new Licensee were the original Licensee. 
29.5 
The approval of the change shall include an Assignment Agreement form (if there was an 
assignment) or Transfer form (if there was a stock acquisition, a merger, or other type of transfer of WEST 
VALLEY FIBER NETWORKS LLC’s assets) to be signed by Assignee, Assignor and the City. 
29.6 
Any assignment or other transfer of License and Agreement, including any amendments, shall be 
binding on the assignee or transferee as if the assignee or transferee had originally executed the Agreement 
for the full term and shall include the following: 
29.6.1 The proposed assignee or transferee has read, accepts, and agrees to be bound by the terms 
of this Agreement; and 
29.6.2 The proposed assignee or transferee assumes all obligations, liabilities and responsibility 
for the acts and omissions of NOVOS FIBE, known and unknown, for all purposes, and agrees that 
the assignment or transfer shall not permit it to take any position or exercise any right with WEST 
VALLEY FIBER NETWORKS LLC could not have exercised; and 
29.6.3 WEST VALLEY FIBER NETWORKS LLC and the proposed transferee shall submit to 
City a description of the nature of the transfer. 
29.6.4 WEST VALLEY FIBER NETWORKS LLC may execute a pledge or, hypothecation our 
mortgage or similar instrument transferring conditional ownership of all or part of WEST VALLEY 
FIBER NETWORKS LLC’s assets to a lender or creditor in the ordinary course of business 
provided that WEST VALLEY FIBER NETWORKS LLC has secured approval from the Arizona 
Corporation Commission, if required. In the event a lender assumes control of the assets as 
operation of WEST VALLEY FIBER NETWORKS LLC through a default of WEST VALLEY 
FIBER NETWORKS LLC in loan obligations, the Lender may assume he rights and obligations of 
WEST VALLEY FIBER NETWORKS LLC. The lender may not transfer or change control of the 
Agreement without submitting the change to the City for approval. If the Lender does continue 
operation on any basis at any time, the Lender shall be subject to all provisions of the Agreement. 
No later than 30 days after assumption of control by the Lender, the Lender shall apply to the City 
of the right to continue assumption of control or to transfer the Agreement. Application by the 
Lender for approval of such assumption of control or transfer shall be subject to all provisions set 
forth herein on consent by the City Council and shall not be unreasonably denied or upheld. A 
“Lender” as discussed herein shall not include a company, person or corporation or other entities 
that operate cable television systems or fiber optics telecommunications systems as a principal or 
important business. This paragraph is intended to prohibit the intentional use of lending and/or 
foreclosure as a method for effecting change of control or transfer of the Agreement without City 
Council review and approval. 
29.6.5 Notwithstanding the foregoing, prior notice, but not prior consent shall be required for a 
transfer of control of WEST VALLEY FIBER NETWORKS LLC to any company which is owned 
or controlled or under common control and with the same direct parent as WEST VALLEY FIBER 
NETWORKS LLC, and which is intended after such transfer to remain under the ownership or

29 
 
control of that parent or an entity under common control or with the same direct parent, provided 
that no transfer shall be valid unless WEST VALLEY FIBER NETWORKS LLC and the proposed 
transferee submit a binding agreement and warranty to the City stating that: 
1. 
The proposed transferee has read, accepts and agrees to be bound by the License and 
Agreement. 
2. 
The proposed transferee assumes all obligations, liabilities and responsibilities under the 
License and Agreement for the acts and omissions of WEST VALLEY FIBER 
NETWORKS LLC, known and unknown, for all purposes, and agrees that the transfer shall 
not permit it to take any position or exercise any right which WEST VALLEY FIBER 
NETWORKS LLC could not have exercised; and  
3. 
The transfer will not substantially dimmish the financial resources available to WEST 
VALLEY FIBER NETWORKS LLC, 
29.6.5.1 
However, prior to completing the transfer described above, WEST 
VALLEY FIBER NETWORKS LLC must give prior notice to the City of the proposed 
transfer and describe the nature of the transfer and complete information regarding the 
effect of the transfer on the direct and indirect ownership and control of the License and 
Agreement. 
29.7 
Transfer Remedies. Any transfer with 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 WEST VALLEY 
FIBER NETWORKS LLC 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. WEST VALLEY FIBER NETWORKS LLC shall pay to City in advance the sum of 
Two Thousand Dollars ($2,000.00) as 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. 
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 no liability to third parties for any approval of plans, WEST VALLEY FIBER 
NETWORKS LLC’s construction of improvements WEST VALLEY FIBER NETWORKS LLC’s 
negligence, WEST VALLEY FIBER NETWORKS LLC’s failure to comply with the provisions of the 
Agreement (including any absence or inadequacy of insurance required to be carried by WEST VALLEY 
FIBER NETWORKS LLC), or otherwise as a result of the existence of this Agreement. 
SECTION 31. WEST VALLEY FIBER NETWORKS LLC’s Records 
31.1 
Recordkeeping. During the negotiations preceding and the entire term of this License and 
Agreement, WEST VALLEY FIBER NETWORKS LLC shall keep records and provide information to 
City as required regarding the following:

30 
 
 
1. 
The status of construction, repair, location or relocation of WEST VALLEY FIBER 
NETWORKS LLC’s Facilities 
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. 
3. 
Information relating to this License and Agreement and/or to City’s or WEST VALLEY 
FIBER NETWORKS LLC’s rights or obligations under this License and/or Agreement. 
31.2 
If necessary for the City to determine WEST VALLEY FIBER NETWORKS LLC’s compliance 
with the terms of this License and Agreement or other applicable law, with ten (10) days of written notice 
by city of a request for disclosure, WEST VALLEY FIBER NETWORKS LLC shall provide relevant 
documentation as requested by City, response to questions, and produce relevant books and records for the 
City’s inspection and copying. Such records shall be available to City at WEST VALLEY FIBER 
NETWORKS LLC’s office in Maricopa County, Arizona. WEST VALLEY FIBER NETWORKS LLC 
shall also require its employees, agents, and accountants to give their full cooperation and assistance in 
connection with City’s access to such records. 
31.2.1 Such documentation can include information on the type of services WEST VALLEY 
FIBER NETWORKS LLC is offering its customers (but not necessarily information disclosing any 
particular service being provided to a specific customer) and/or the financial information sed in 
calculating any payments or taxes due to the City request for documentation, it must reasonably 
provide Proprietary Information, WEST VALLEY FIBER NETWORKS LLC shall so mark such 
documentation as “Confidential”. 
31.2.2 Proprietary Information disclosed by WEST VALLEY FIBER NETWORKS LLC shall 
mean any document or material clearly identified as “Confidential.” Such Proprietary Information 
shall include, but not limited to any customer names and lists, financial information, technical 
information, other information clearly identified as “Confidential” pertaining to services provided 
to its customers, maps regarding network placement and equipment, with the exception of any 
map(s) attached to this Agreement. 
31.2.3  Proprietary Information disclosed by WEST VALLEY FIBER NETWORKS LLC 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 NOVOS FIBE of such request 
and allow WEST VALLEY FIBER NETWORKS LLC a reasonable opportunity to defend its 
information from disclosure. 
31.2.4 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. 
31.2.5 Notwithstanding any provision in this License, WEST VALLEY FIBER NETWORKS 
LLC 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). 
31.3 
Reports. Upon request and subject to any necessary confidentiality requirements, WEST VALLEY 
FIBER NETWORKS LLC shall provide to City copies of any communications and reports submitted by 
WEST VALLEY FIBER NETWORKS LLC to the FCC or any other federal state regulatory commission 
or agency having jurisdiction in respect to any matters directly affecting enforcement of this Agreement.

31 
 
SECTION 32.  Penalties for Violation of Terms 
32.1 
City may pursue any remedy at law, including but not limited to injunctive relief, civil trespass, 
and withholding other City permits and authorizations until WEST VALLEY FIBER NETWORKS LLC 
complies with the terms of the License, Agreement or the applicable law. Likewise, WEST VALLEY 
FIBER NETWORKS LLC may pursue any remedy at law, including but not limited to injunctive relief, at 
any time should the City fail to comply with local, state or federal law. 
32.2 
Such remedies are cumulative and may be pursued in the alternative. 
SECTION 33. Liquidated Damages for Violations 
33.1 
WEST VALLEY FIBER NETWORKS LLC’s obligation to pay liquidated damages does not in 
any way detract from WEST VALLEY FIBER NETWORKS LLC’s indemnity and insurance obligations 
under this Agreement, which shall apply according to their terms in addition to WEST VALLEY FIBER 
NETWORKS LLC’s obligation to pay liquidated damages. 
33.2 
WEST VALLEY FIBER NETWORKS LLC understands and agrees that failure to comply with 
any time and performance requirements in this Agreement or the requirements of Chapter 10 of the Glendale 
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 pursuant to the authority in Glendale City Code. The following amounts 
per day or part thereof may be chargeable to the letter of credit or 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 fifteen (15) business days of having been notified 
by the city in writing to correct such defects--$500.00 per day. Such amount is in addition to any 
cost the City may incur to restore the ROW or correct the violation. Any such liquidated damage 
payments shall not be chargeable to WEST VALLEY FIBER NETWORKS LLC once the cure is 
commenced and diligently pursued. 
33.2.2 Each failure to make WEST VALLEY FIBER NETWORKS LLC’s books and records 
available as required by this Agreement that is not cured after five (5) business days written notice 
- $250.00 per day. 
33.2.3 Any unauthorized partial or total transfer of this Agreement - $4,000.00 per transfer. 
33.2.4 Each instance of any action or non-action by WEST VALLEY FIBER NETWORKS LLC 
contrary to the terms of this Agreement that is not cured after ten (10) business days’ notice - 
$500.00 per day. This provision shall not apply if the City has already assessed a charge under 
Section 33.2.1 through 33.2.3 or 32.2.5. 
33.2.5 Failure to provide a valid Certificate of Insurance as required by Section 26.3.1 that is not 
cured after five (5) business days’ notice - $50.00 per day. 
33.3 
Assessment. If the City Engineer concludes that WEST VALLEY FIBER NETWORKS LLC may 
be liable for liquidated damages, the City Engineer shall issue to WEST VALLEY FIBER NETWORKS 
LLC a written Notice of Intention to Assess Liquidated Damages. The Notice shall set forth the nature of 
the violation and the amount of the proposed assessment. Such Notice must be issued, if at all, within no 
more than sixty (60) days after the City first notified WEST VALLEY FIBER NETWORKS LLC in writing 
of the alleged noncompliance. Within ten (10) business days of the receipt of the Notice, WEST VALLEY 
FIBER NETWORKS LLC shall either pay the amount or file a written appeal with the City Manager, who

32 
 
shall approve or deny or adjust the proposed assessment amount. If liquidated damages are imposed, WEST 
VALLEY FIBER NETWORKS LLC shall pay the liquidated damage amount within ten (10) business days 
of the receipt of the City Manager’s decision. The City shall be allowed to deduct any liquidated damage 
amount from the letter of credit or security fund if WEST VALLEY FIBER NETWORKS LLC does not 
make payment within the required time period(s) set forth above. 
33.3.1 If, however, the liquidated damages exceed Five Thousand Dollars ($5,000.00), then the 
following shall apply: 
33.3.2 WEST VALLEY FIBER NETWORKS LLC shall have thirty (30) days of receipt of such 
written notice to pay the liquidated damage amount or give City notice contesting the assertion of 
noncompliance. 
33.3.3 In the event that WEST VALLEY FIBER NETWORKS LLC 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 WEST VALLEY FIBER NETWORKS LLC with at least (30) days’ notice of 
such hearing, which shall specify the time, place and purpose of the hearing. At the hearing, 
NVOVOS FIBER will be given the opportunity to be heard and present evidence. If the result of 
the hearing is that WEST VALLEY FIBER NETWORKS LLC is responsible for the liquidated 
damage amount, then the amount determined at the hearing will be due ten (10) days after the 
hearing decision is announced. 
33.3.4 WEST VALLEY FIBER NETWORKS LLC may appeal the outcome of the hearing to an 
appropriate court, which shall have the power to review City’s decision “de novo”. Such appeal to 
the appropriate court must be taken within sixty (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 
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 WEST VALLEY FIBER NETWORKS LLC 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 performance bond. 
34.1.2 WEST VALLEY FIBER NETWORKS LLC fails to make payment in the amounts and at 
the time specified in this Agreement after the appropriate notice. 
34.1.3 WEST VALLEY FIBER NETWORKS LLC ceases doing business in the City. 
34.1.4 WEST VALLEY FIBER NETWORKS LLC is or becomes insolvent or is a party to a 
voluntary or involuntary bankruptcy, reorganization, or receivership case or proceeding, makes an 
assignment of the benefit or creditors, is subject to other actions by creditor that, in the reasonable, 
good faith opinion of the City, threaten the financial viability of WEST VALLEY FIBER 
NETWORKS LLC as a going concern, or if there is any similar action that affects NOVOS FIBE’s 
capability to perform its obligations under this License and/or Agreement. 
34.2 
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 WEST VALLEY FIBER NETWORKS LLC of

33 
 
the defect in performance and give WEST VALLEY FIBER NETWORKS LLC sixty (60) days within 
which to cure the defect in performance. 
34.3 
The City need not provide a sixty (60) day cure period 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 
part of a pattern or repeated and persistent violations where WEST VALLEY FIBER NETWORKS LLC 
has already had notice and opportunity to cure. 
34.4 
The City Manager has the authority to terminate, subject to WEST VALLEY FIBER NETWORKS 
LLC’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 WEST VALLEY FIBER NETWORKS LLC. 
34.6 
Termination by Mutual Agreement. This License and/or Agreement may be terminated prior to its 
date of expiration by WEST VALLEY FIBER NETWORKS LLC by providing the City with ninety (90) 
days written notice and only upon making arrangement satisfactory with the City Engineer to remove all 
WEST VALLEY FIBER NETWORKS LLC’s Facilities from public property and the ROW, unless the 
City Engineer agrees to allow WEST VALLEY FIBER NETWORKS LLC to abandon part or all of its 
Facilities in place. If the City Engineer agrees to allow WEST VALLEY FIBER NETWORKS LLC to 
abandon it Facilities in place, the ownership of such Facilities, including everything permitted y City to be 
abandoned in place shall transfer to City and WEST VALLEY FIBER NETWORKS LLC shall cooperate 
to execute any documents necessary to accomplish such transfer within thirty (30) days of such allowance 
of abandonment. 
34.7 
Notwithstanding anything in Section 34.6 above, upon termination of this Agreement, WEST 
VALLEY FIBER NETWORKS LLC shall remove all of its optical repeaters, DWDM and CWDM 
multiplexers, antennae, fiber optic cables, wires, and related equipment within ninety (90) days. 
SECTION 35. Non-use/Abandonment of the Facilities. 
35.1 
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 services. WEST 
VALLEY FIBER NETWORKS LLC ceases to provide services or abandons use of any of its Facilities, 
upon cancellation or termination of the Agreement, WEST VALLEY FIBER NETWORKS LLC 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 WEST VALLEY FIBER NETWORKS LLC, 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 ROW 
to a reasonable condition under the supervision of the City. 
35.2 
Upon permanent abandonment, if the City does not require removal, WEST VALLEY FIBER 
NETWORKS LLC 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. WEST VALLEY FIBER 
NETWORKS LLC will notify the Arizona Blue Stake Center to record the Facilities that have been 
abandoned.

34 
 
35.3 
Title to any and all personal property installed by WEST VALLEY FIBER NETWORKS LLC 
upon the ROW that is not removed during the period set forth in Section 35.2 s hall automatically vest in 
City. 
35.4 
Nothing Section 35.1 shall be deemed to require WEST VALLEY FIBER NETWORKS LLC to 
remove Facilities that the WEST VALLEY FIBER NETWORKS LLC 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 pursuant to this 
Agreement. 
SECTION 36.  Cancellation for Conflict of Interest, 
Pursuant to A.R.S. § 38-511, City may cancel this Agreement within three (3) years after Agreement 
execution without penalty or further obligation if any person significantly involved in initiating, negotiating, 
securing, drafting or creating the Agreement on behalf of City is or becomes at any time while the 
Agreement or an extension of the Agreement is in effect an employee of or a consultant to any other party 
to this Agreement with respect to the subject matter of the Agreement. The cancellation shall be effective 
when WEST VALLEY FIBER NETWORKS LLC received written notice of the cancellation, unless the 
notice specifies a later time. 
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 WEST VALLEY FIBER NETWORKS LLC or a 
representative of WEST VALLEY FIBER NETWORKS LLC to any officer or employee of City of the 
purpose influencing the outcome of the procurement of 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 time the value of the gratuity offered by WEST 
VALLEY FIBER NETWORKS LLC. 
SECTION 38.  Condemnation 
The following shall govern any condemnation of any part of or interest in the area used and/or occupied by 
WEST VALLEY FIBER NETWORKS LLC and any conveyance to City or another condemner in 
avoidance or settlement of condemnation or threat of condemnation: 
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 condemner, or the date upon which the 
condemner is let into possession. 
2. Power to Condemn. NOVOS FIBE acknowledges that City and others from time to time may 
sue to condemn the area used by WEST VALLEY FIBER NETWORKS LLC or any interest 
therein or rights thereto. 
 
a. City reserves the right of condemnation or eminent domain over the area used and/or 
occupied by WEST VALLEY FIBER NETWORKS LLC. City does not warrant that 
it will not condemn the area(s) used and/or occupied by WEST VALLEY FIBER 
NETWORKS LLC during the term of this Agreement, but City does not presently have 
intentions to condemn such area(s).

35 
 
b.  City also reserves the right through its powers of eminent domain to acquire all or any 
portion of the Facilities owned by WEST VALLEY FIBER NETWORKS LLC 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 WEST VALLEY 
FIBER NETWORKS LLC. 
 
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, r by facsimile transmission showing a valid delivery receipt if a hard copy of the same is 
followed by delivery the U.S. mail or by private delivery systems, addressed as follows: 
CITY OF GLENDALE 
City of Glendale 
Construction Engineering Manager 
5850 W. Glendale Ave. 
Glendale, AZ 85301 
WITH COPIES TO: 
City Attorney’s Office  
City Clerk’s Office 
5850 W. Glendale Ave.  
5850 W. Glendale Ave. 
Glendale, AZ 85301 
 
Glendale, AZ 85301 
 
WEST VALLEY FIBER NETWORKS LLC: 
WEST VALLEY FIBER NETWORKS LLC 
Attn: Jim Sanford 
6751 N. Sunset Blvd #320 
Glendale, AZ 85305 
39.2 
Notices shall be deemed sufficiently given and served upon the other party if delivered personally 
or by facsimile transmission (provided with respect to facsimile or email that such transmissions are 
received on a business day during normal business hours), the first business day after deposit if sent by 
private delivery systems and the fifth 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 
WEST VALLEY FIBER NETWORKS LLC shall notify the City within ten (10) business days of 
any change in mailing 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, both as to interpretation and performance. Any action at law, suit in equity, or judicial proceeding

36 
 
for the enforcement of this Agreement or any provision thereof shall be instituted only in the courts located 
within 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 hole or any part of the provisions of this Agreement other than the part 
adjudged to be invalid, unenforceable or preempted. 
SECTION 42.  No Warranty 
42.1 
The issuance of a license, permit or other authorization by the City is not a representation or 
warranty that such license, permit, or authorization is a legally sufficient substitute for a franchise, and is 
not a representation of warranty that a franchise is not required. 
42.2 
WEST VALLEY FIBER NETWORKS LLC ACKNOWLEDGES AND AGREES THAT CITY 
DOES NOT WARRANT THE CONDITION OR SAFETY OF ITS ROW OR THE PREMISES 
SURROUNDING THE SAME, AND WEST VALLEY FIBER NETWORKS LLC HEREBY ASSUMES 
ALL THE RISKS OF ANY DAMAGE, INJURY OR LOSS AOF ANY NATURE WHATSOEVER 
CAUSED BY OR IN CONNECTION THE USE OF ANY CITY ROW. 
SECTION 43. Non-Waiver 
WEST VALLEY FIBER NETWORKS LLC shall not be excused from complying with an of the terms and 
conditions of this Agreement by any failure of City upon any one or more occasions to insist upon or to 
seek compliance with any such terms or conditions. Notwithstanding any other provision of this Agreement, 
nothing in this Agreement shall constitute a waiver of either party’s right to challenge any portion of this 
Agreement that is not in accordance with applicable federal, state and local laws. 
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 WEST 
VALLEY FIBER NETWORKS LLC, 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 WEST VALLEY FIBER 
NETWORKS LLC and is beyond its reasonable control. 
SECTION 46.  Dispute Resolution 
 
In the event of a dispute between the parties to this Agreement 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 will meet in good faith to attempt to resolve the dispute. If the parties fail to 
resolve the dispute, then the parties agree that the dispute may be resolved through mediation. If mediation 
is agreed to by the disputing parties, the disputing parties shall mutually agree upon the services of one (1) 
mediator whose fees and expenses shall be borne equally by the disputing parties. If the dispute is not