2024-07-30 - PC 882 - GFIBER-MARICOPA-COUNTY-FIBER-OPTICS-COMMUNICATIONS-SYSTEM-AGREEMENT.PDF

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FIBER OPTICS COMMUNICATION 
SYSTEM AGREEMENT  
BETWEEN 
 MARICOPA COUNTY  
AND 
GOOGLE FIBER ARIZONA LLC 
 
 
THIS AGREEMENT, is made between Maricopa County, a political subdivision of 
the State of Arizona (hereinafter called "County”), and Google Fiber Arizona LLC 
(hereinafter called “Company”) (“Agreement”). County and Company may collectively be 
referred to herein as the Parties, or individually as a Party. 
 
WHEREAS, Company has applied to the County for permission to use certain streets and 
public ways for the placement of a Fiber Optics Communication System, as hereinafter defined, 
under, in, and along certain streets and public ways in the County; and 
 
WHEREAS, it is necessary in the public interest that all uses within the right-of- way for 
public roads, streets and alleys by individuals, corporations and political subdivisions be 
regulated and controlled so that said public roads, streets and alleys may be effectively 
utilized and maintained for their primary purposes as public ways; and 
 
WHEREAS, the County has agreed to grant Company permission to use certain streets and 
public ways in connection with its Fiber Optic Communication System, but will not under any 
circumstance grant the Company any property rights; and 
 
WHEREAS, the laws of the State of Arizona authorize the Board of Supervisors of Maricopa 
County to control and manage said public roads, streets, and alleys within Maricopa County. 
 
NOW, THEREFORE, in consideration of the mutual promises and other good and valuable 
consideration, the Parties agree as follows:  
 
SECTION 1. Definitions. 
A. 
"Fiber Optics Communications System" means a network of components used for 
transmitting data using light, including but not limited to, conduit, carrier pipe, 
fibers, repeaters, power sources and other attachments and appurtenances 
necessary for transmitting high speed voice, data and (for such applications as 
teleconferencing) video signals in connection with a telecommunications system 
or systems. This definition shall not include the use of fiber optic cable for operating 
a cable television system, a cable system or for the Company to operate as a cable 
operator as those terms are defined in the Communications Act of 1934 as amended, 
state law, or the County code, or for an open video system as defined in the 
Communications Act of 1996 or as defined or authorized by the FCC.

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B. 
“County Right of Way” means all roads, roadways, highways, streets, public ways, 
alleys, sidewalks and rights of way, including the surface of and the space above and 
below same, owned by County or in which County has any property right that has been 
Open and Declared by County Board of Supervisors and accepted into County’s 
maintenance system. 
 
SECTION 2.   Permission Granted. 
A. 
County hereby grants to Company nonexclusive, revocable permission to construct, 
install, operate, maintain, and upgrade a Fiber Optics Communication System, in, 
under, a n d along in any County Right of Way shown on Exhibit A attached 
hereto and made a part hereof, and as same may be amended from time to time with the 
written consent of the County Engineer. 
 
B. 
The permission granted by County to Company shall, at all times be subject to: (1) the 
County’s superior right to lay, construct, erect, install, use, operate, repair, replace, 
remove, relocate, regrade, widen, realign, or maintain any street and public way, aerial, 
surface, or subsurface improvement, including but not limited to water mains, traffic 
control conduits, cable and devices, sanitary or storm sewers, subways, tunnels, bridges, 
viaducts, or any other public construction within the rights-of-way of the County limits, 
(2) all applicable ordinances and resolutions of the County, and any amendments 
thereto, (3) all applicable state and federal laws, and (4) the provisions contained 
herein. 
 
 
 
C. 
Company shall comply with any law or regulation of the Federal Communications 
Commission or the Arizona Corporation Commission to engage in business activities 
associated with use of the streets and public ways for a Fiber Optics Communication 
System as a condition precedent to exercising the permission granted by this 
Agreement. 
 
SECTION 3. Term of Agreement 
 
This Agreement shall be effective upon full execution by the Parties (Effective Date) and 
continue for five (5) years from the Effective Date (Term), unless sooner terminated as provided 
in Section 10 below.  Pursuant to the conditions of A.R.S. §9-583(G), so long as Company 
is not in default hereunder, this Agreement shall automatically renew at the end of each 
five-year term.   
 
 
S E C T I O N 4 . General Conditions

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A. 
Company agrees that: (i) if a Certificate of Convenience and Necessity ("CC&N") is 
required by law for certain services, Company will not provide these services under 
this Agreement until Company receives the proper authorization; and (ii) if Company 
obtains a CC&N or other legal authorization during the term of this Agreement, 
Company will furnish a copy of any legal authorization to County within 30 days of 
receipt. 
 
  
B. 
If a regulatory body or a court of competent jurisdiction should determine by a 
final, non-appealable order that 
t h e 
Fiber Optics Communication System 
authorized herein is not comprised of a network with its principal service being fiber-
to-the-home/residential services and as a result, County did not have the authority 
to issue permission to Company given herein, this Agreement shall be considered a 
revocable permit that may be terminated by either party without cause upon 60 days 
written notice to the other. The requirements and conditions of such revocable 
permit shall be the same requirements and conditions as set forth in this Agreement 
except for conditions relating to the term of the Agreement and the right of 
termination.  
 
 
C. 
Company shall indemnify, defend, protect, and hold harmless  County, officers, 
and employees from and against any and all claims, demands, losses, damages, 
liabilities, fines, charges, penalties, administrative  and judicial  proceedings and 
orders, judgments of any nature whatsoever,  i n c l u d i n g all costs and expenses 
incurred, reasonable attorney's fees and costs of defense in connection therewith,  in 
any way resulting from or related to Company's activities undertaken pursuant to 
this Agreement. 
 
I. 
Exclusions. Company’s defense and indemnification obligations will not apply 
to the extent the underlying allegation (a) arises from or is related to the gross 
negligence or willful misconduct of an indemnified party or (b) is made by 
County’s employee and covered under applicable workers’ compensation laws. 
 
II. 
Conditions. Company’s defense and indemnification obligations are 
conditioned on the following: (a) County must promptly notify Company in 
writing of the third party legal proceeding and any allegation(s) that preceded 
the third party legal proceeding no later than fifteen (15) days after County  has 
been served in the third party legal proceeding; (b) County must reasonably 
cooperate in the defense at Company’s request; and (c) County must tender sole 
control of the indemnified portion of the third party legal proceeding, subject to 
the following: (i) County may appoint its own non-controlling counsel, at its 
own expense; and (ii) any settlement requiring County to admit liability, pay 
money, or take (or refrain from taking) any action, will require County’s prior 
written consent, not to be unreasonably delayed.   
 
D. 
Company shall carry, maintain, and pay the cost of the liability insurance for the 
mutual benefit of the County and the Company: commercial general liability 
insurance, written on an occurrence basis, against claims for bodily injury, death or 
property damage occurring on or about the Company's Fiber Optics

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Communication System and appurtenances, which insurance shall cover such 
claims as may be occasioned by any act, omission or negligence of the Company or 
its officers, agents, representatives, employees or servants during all times that 
the Company will be using, maintaining and operating the Fiber Optics 
Communication System and appurtenances granted under the terms of this 
Agreement. The minimum types of coverage and limits of such liability coverage 
shall not be less than: 
 
Type of Insurance Minimum Limits of Liability: 
 
1. Commercial General Liability $2,000,000 Combined Single Limit (Per 
Occurrence) including: Premises/Operations, Products/Completed Operations, 
Contractual liability, and Independent Contractors (OCP) coverages and the 
Personal Injury with Exclusion "C" Deleted 
 
2. Automobile Liability $1,000,000 Combined Single Limit (Each Accident) for 
Owned, Hired, and Non-Owned vehicles 
 
3. Workers' Compensation Statutory Amounts Employers' Liability $1,000,000 
(each accident/disease/Policy Limit) 
 
a) 
The County shall have no responsibility or liability for such insurance 
coverage. An enumeration of specific insurance coverage and 
amounts shall not limit or restrict the indemnity covenants 
contained in this Agreement. 
 
b) 
The Company shall furnish the County with a Certificate of 
Insurance. The Certificate shall be issued by an insurance 
company authorized to transact business in the State of Arizona or 
be named on the List of Authorized Insurers maintained by the 
Arizona Department of Insurance. Insurance coverage shall not 
expire during the term of this Agreement. The Company shall 
provide a renewal certificate of the required insurance coverage to 
the County within fifteen (15) days of the expiration date. 
 
c) 
Workers' Compensation and Employers' Liability: A letter of 
certification, from the Industrial Commission of Arizona, that the 
Company is insured by the State Compensation Fund or is an 
authorized self-insurer or a Certificate of Insurance issued by an 
insurance company authorized by the Arizona Department of 
Insurance to provide Workers' Compensation and Employers' 
Liability insurance in the State of Arizona. 
 
d) 
Additional Insured: the County, a governmental entity, its 
officers, agents and employees shall be named as an additional 
insured as their interest may appear on all policies except 
Workers' Compensation and Employers' Liability, and this shall 
be indicated on the Certificate of Insurance issued to the County. 
The Company's coverage shall be primary for any and all losses

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arising out of the performance of this Agreement. 
 
e) 
Limits - At any times during the contract but at least at annual renewal, 
limits required under this contract will be reviewed and may be 
changed. 
 
 
SECTION 5. Plans approval, Permits and Construction 
 
A. 
The Company shall obtain all permits before performing any work of any nature under 
this Agreement. Company shall comply with all permitting performance bond 
requirements until the completion of the initial Fiber Optics Communication System 
installation. Company shall not install, maintain, or use any of its Fiber Optics 
Communication System in such a manner as to damage or interfere with any existing 
facilities located within the streets or public ways of the County Right-of-Way. 
Company agrees to relocate its facilities, if necessary, to accommodate another facility 
relocation as required by the County. 
 
B. 
All phases of construction, as well as the location or relocation of said Fiber Optics 
Communication System(s) shall be subject to the regulation of and compliance with the 
related permits and permitting authority of MCDOT.  
 
 
C. 
When required by the County for a public purpose, and upon 90 days’ notice, 
Company shall move facilities and any equipment that is located in County Rights 
of Way depicted on Exhibit A, at its sole cost, to such a location as the County 
directs.  
 
 
D. 
If Company's relocation effort delays construction of a public project causing 
the County any damages, the Company shall reimburse the County for its actual, 
and documented damages attributable to the delay created by the Company. 
Company shall pay the County within 30 days of notice of the amount of 
such damages. Both late charges of 5% on any unpaid balance owed by the 
Company to the County and interest charges of 1-1/2% per month shall be added 
for late payment. 
 
E. 
Company shall at all time maintain an active Maintenance and Emergency permit, 
which is renewable annually, to perform maintenance and emergency work and will 
notify the County as quickly as possible if such work will be performed after regular 
business hours. Company shall renew such permits prior to expiration each year to avoid 
performing necessary work without the required authorization. 
 
F. 
Company shall obtain all permits as required by ordinance prior to removing, 
abandoning, relocating or reconstructing any portion of its Fiber Optics 
Communication System.  
G. 
If, in the installation, use or maintenance of its Fiber Optics Communication System, 
Company damages or disturbs any streets or public ways, o r adjoining public

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property Company shall promptly secure necessary permits, at its own expense, 
and make necessary restoration, repairs or replacements in a manner acceptable to 
the County. If Company does not accomplish such restoration, repair or 
replacement within a reasonable timeframe as approved by the County 
Engineer, the County has the right to perform the necessary restoration, repair 
or replacement.  The Company shall reimburse the County for its, actual, and 
documented expenses of performing this work required due to the failure of the 
Company to perform within thirty (30) days after receipt of the County's invoice. 
Late charges of 5% on any unpaid balance owed by the Company to the County 
and interest charges of 1-1/2% per month shall be added for late payment. 
 
 
H. 
County shall have the right, subject to relevant County ordinances, resolutions, 
regulations, and State law, to sever, disrupt, dig-up or otherwise destroy facilities 
of Company, without any prior notice if such action is deemed reasonably 
necessary by the Board of Supervisors, County Engineer or Director of the 
Maricopa County Department of Transportation because of a public emergency. A 
public emergency shall be any condition which poses an immediate threat to the 
lives or property of the citizens of the County, caused by any natural or man-made 
disaster, including, but not limited to, storms, floods, fire, accidents, explosions, 
major water main breaks, hazardous material spills, etc. County will inform 
Company in writing of such emergency work as soon as practicable. Company shall 
be responsible for repair at its sole expense of any of its facilities damaged 
pursuant to any such action emergency taken by County. 
 
I. 
County 
may 
issue reasonable 
policy guidelines to 
all 
Fiber 
Optics 
Communication System Companies to establish procedures for determining how 
to control issuance of engineering permits to multiple companies for the same 
segments of their Fiber Optics Communication Systems. The Company shall 
cooperate with the County in establishing such policy and comply with the 
procedures established by the Board of Supervisors or their designee to coordinate 
the issuance of multiple engineering permits in the same segments. 
 
 
SECTION 6. Records and Locator Service of Facilities 
 
A. 
Company shall comply with Arizona Revised Statutes Section 40-360.21 et seq. 
by participating as a member of the Arizona Blue Stake Center (AZ811) with the 
necessary records and persons to provide location service of Company's facilities 
upon receipt of a locate call or as promptly as possible, in compliance with 
AZ811.  A copy of their agreement or proof of membership shall be filed with the 
County. 
 
B. 
Company shall keep accurate installation records ("as built") of the location of all 
the Company’s facilities in the streets and public ways and furnish them to the 
County upon request in an industry standard electronic format. The acceptable 
electronic format will be in accordance with the Maricopa County Department of 
Transportation guidelines.

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SECTION 7. Abandonment of the Fiber-Optics Communications Cable or Termination 
or Revocation of Agreement. 
 
If the Company abandons use of any facilities installed pursuant to the Agreement, then the 
facilities shall be removed to the satisfaction of the County at Company's sole cost. Upon 
revocation or termination of this Agreement, Company shall, to the satisfaction of the County 
and, without cost or expense to the County, promptly remove its facilities unless permission 
is authorized in writing by the County Engineer for such facilities to remain place in such 
manner as the County may prescribe. If Company determines to remove such facilities, or 
any portion thereof, Company, at its sole expense, shall restore the public right-of-way to 
the pre-existing condition under the supervision and satisfaction of the County. The 
Arizona Blue Stake Center must be notified to record facilities abandoned. 
 
 
 
SECTION 8. Fees 
 
A. 
Company must pay an annual fee to use the County Right of Way under the terms and 
conditions of this Agreement and as calculated under this section (collectively “Annual 
Fee”). 
 
B. 
Company must pay the lesser amount of: (i) $0.54 (for calendar year 2024) per linear 
foot for trench located in the County Right of Way; or (ii) two percent (2%) of Gross 
Revenue for such use. "Gross Revenue" means all consideration of any kind or nature, 
including without limitation, cash, credits, property, and in-kind contributions (services 
or goods) received by Company from its customers for broadband internet services that 
are provided to its customers in the County through its network located in the County 
Right of Way. 
 
C. 
In the event Company cancels or returns a permit and does not construct or install the 
system approved by such a permit, the fees Company previously paid for the respective 
permit may be applied as a credit to a future Annual Fee or may be refunded to 
Company by County. 
 
D. 
On the annual anniversary of the Effective Date, Company will report to the County the 
amount of linear feet of trench, if any, or the amount of Gross Revenue, if any, subject 
to the Annual Fee permitted and installed in the County Right of Way.  If the Annual 
Fee is based on the amount of linear feet of trench located in County Right of Way, the 
Annual Fee is calculated by multiplying the current annual per linear foot fee, as 
adjusted by the terms of this Agreement for the year of payment, by the linear footage 
of trench permitted or installed in the County Right of Way. If the Annual Fee is based 
on Gross Revenue, Company will report the amount of Gross Revenue generated during 
the twelve (12) consecutive months prior to the anniversary date of the Effective Date 
and multiply this amount by two percent (2%). The Company must pay, and the County 
must receive, any Annual Fee that is due before the County will issue any new

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encroachment permits for additional facilities or equipment in the County Right of Way. 
 
E. 
The County holds the right to audit the Company’s linear footage accounting 
calculations to ensure its accuracy. 
 
F. 
Payment by Company to the County shall be made in United States legal tender. 
Payments shall be considered timely if postmarked on or before the due date. If 
Agreement fees are not paid within 60 days of the due date, interest of 1.5% per 
month shall accrue on the entire amount due. Any payment received shall first be 
applied to any interest charges owed, then to any penalty owed and then to any 
Company fee owed. 
 
G. 
The Annual Fee may be reviewed every 5 years as necessary to assure that the 
County remains competitively neutral in their licensing requirements; provided, 
however, if the Annual Fee is based on Company’s percentage of Gross Revenue, 
that percentage may only be adjusted by mutual agreement of the Parties.  
 
H. 
Annual payments shall be paid by July 7th of each calendar year.  Payments shall be 
mailed to: 
 
 
Maricopa County Department of Transportation  
Attn: Permits & Records Division 
2901 West Durango Street  
Phoenix, Arizona 85009  
 
Company must notify the County within 60 days of any change in mailing address. 
 
 
I. 
The fee required under this Section 8 is in addition to, and not a part of, any fees required 
to obtain necessary permits.  
 
SECTION 9. Agreement Non-transferable 
 
A. 
This Agreement and the related rights and privileges shall not be assigned without the 
express written consent of the County, which consent shall not be unreasonably 
withheld or delayed. The transfer of all rights and privileges in whole or in 
part to a parent, subsidiary or other affiliated entity of Company, or to any corporation 
into which Company may be merged or consolidated or which purchases all or 
substantially all of Company's assets, or for the purpose of obtaining financing, shall not 
be deemed an Assignment hereunder and shall be effective upon the Company delivering 
written notice of the change to the County. 
 
B. 
After assignment, this Agreement and any amendments, shall be binding on the assignee 
(New Company) to the same extent as it was upon the original Company.  
 
 
C. 
Company must notify the County within 60 days of any change in mailing address.

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SECTION 10. Termination of Agreement 
 
A. 
This Agreement may be terminated prior to the Term by the Company upon giving 
sixty (60) days written notice to the County.  
 
 
B. 
County shall make a written demand that Company comply within one hundred and 
eighty ( 1 80) days, or within such other specific period as may be agreed upon by the 
parties, regarding notice to Company of a material breach. If a violation by the Company 
continues for a period beyond that set forth in the written demand without written proof 
that corrective action has been taken or is being actively and expeditiously pursued, 
County may revoke, alter, suspend or cancel this Agreement. 
 
C. 
In the event there is any change in state law eliminating the authority of the County to 
issue Agreements or controlling fiber optics cable placed in the streets or public ways or 
concerning the authority of the County to issue this Fiber Optics Communication System 
Agreement, which changes are in conflict with the provisions of this Agreement, this 
Agreement shall be automatically terminated but shall be subject to reinstatement upon 
mutual consent by the Parties to any and all changes necessary to bring this Agreement 
into compliance with state law. 
 
 
 
 
 
SECTION 11. General Conditions 
 
A. 
In the event of conflict between the terms and conditions of this Agreement and the 
terms and conditions on which the County has authority to grant permission to use 
the streets and public ways as set forth in applicable federal law or Arizona law, 
the applicable federal law or Arizona law shall, without exception, control. 
 
B. 
No forced labor. Company warrants and certifies that it does not currently, and agrees 
for the duration of the contract that it will not, use: 
 
 
1. The forced labor of ethnic Uyghurs in the People's Republic of China. 
 
2. Any goods or services produced by the forced labor of ethnic Uyghurs in 
the People's Republic of China. 
 
3. Any contractors, subcontractors or suppliers that use the forced labor or 
any goods or services produced by the forced labor of ethnic Uyghurs in 
the People's Republic of China.  
 
If Company becomes aware during the term of the Agreement that the Company is not in

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compliance with this paragraph, the Company shall notify the County within five business 
days after becoming aware of the noncompliance. Failure of Company to provide a 
written certification that the Company has remedied the noncompliance within one 
hundred eighty (180) days after notifying the public entity of its noncompliance, this 
Agreement shall terminate unless the Term of this Agreement shall end prior to said one 
hundred eighty (180) day period. 
 
C. 
NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, 
INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES IN 
CONNECTION WITH THIS AGREEMENT.  THE PARTIES ACKNOWLEDGE 
THAT THIS LIMITATION WILL BE SUBJECT TO AND MAY BE LIMITED BY 
APPLICABLE LAW. 
 
D. 
Pass Through. Company may identify and collect, as a separate item on the regular bill 
of any customer whose broadband internet services are provided by Company’s network 
located at least in part in County Right of Way, that customer’s pro rata amount of the 
Annual Fee. 
 
 
 
SECTION 12. Right of Cancellation 
 
This Agreement is subject to Arizona Revised Statute § 38-511. 
 
[Signature pages follow]

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IN WITNESS WHEREOF, the Parties have executed this Agreement. 
 
[Name of Company] 
 
 
APPROVED AND ACCEPTED BY:   
 
 
 
By:  _______________________________________________ 
 
 
Name:  _____________________________________________ 
 
 
Title:  ______________________________________________ 
 
 
 
MARICOPA COUNTY 
 
Recommended by: 
 
 
 
 __________________________ 
Jesse Gutierrez 
  
Date 
Transportation Director 
 
 
Approved and Accepted by: 
 
 
 
 
    ______________________________________ 
Bill Gates, Chairman   
 
Date 
Maricopa County Board of Supervisors 
 
Attest by: 
 
 
    ______________________________________ 
Clerk of the Board 
 
                      Date 
 
Approval As To Form: 
 
 
 
 
 ____________________________________ 
Deputy County Attorney 
 
 
 
 
 
 
 
Philipp Schindler
Authorized Signatory
2024.07.25 
09:27:50 
-07'00'

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EXHIBIT A