WCF Agreement_signed

NOTICE OF WIRELESS COMMUNICATION FACILITIES IN THE RIGHT-
OF-WAY STANDARD TERMS & CONDITIONS 
THIS NOTICE OF ANTENNA SITE STANDARD TERMS & CONDITIONS (the "Notice") is made 
and entered into this_ day of ___ 
~ 20_, by and between the City of El Mirage, an Arizona 
municipal corporation ("City"), and Crown Castle Fiber LLC. now doing business as Arium 
Networks, a New York Limited Liability Company ("Wireless Provider''). 
STANDARD RECITALS 
A. 
Various laws (the "Telecommunications Laws") authorize City to regulate its streets, 
alleys and public utility easements, and to grant, renew, deny, amend and terminate licenses for and 
otherwise regulate the installation, operation and maintenance of telecommunications systems. The 
Telecommunications Laws include, without limitation, the following: 
1) 
Section § 154.11 O Wireless Communication Facilities of El Mirage Zoning Code. 
2) 
The El Mirage City Code. 
3) 
A.R.S. §§ 9-581 et seq. and other state and federal statutes. 
4) 
The Constitution of the State of Arizona. 
5) 
Other applicable federal, state and local laws, codes, rules and regulations. 
6) 
City's police powers, its authority over public ROW, and its other governmental 
powers and authority. 
B. 
City owns public streets, alleys, rights-of-way, and public utility easements within 
the boundaries of the City of El Mirage that are designated for use by utility companies for 
installation, operation and repair of water, electrical and other utilities pursuant to franchises, 
licenses or other Notices between utility companies and City (collectively the "ROW' or "ROW'). 
C. 
City anticipates that one or more wireless service providers may desire to locate 
antennas and related equipment at various locations (the "Sites") within the ROW. 
D. 
Because City's existing streetlight poles and traffic signal poles are not designed to 
safely support the additional weight and stress of wireless facilities, wireless providers shall be 
required to provide poles designed to support these facilities to replace existing poles prior to 
attaching wireless facilities. 
Page 1 of 44

STANDARD TERMS & CONDITIONS 
I. 
DEFINITIONS 
1. Definitions. For the purposes of this Notice 
"Antenna" means communications equipment that transmits or receives electromagnetic radio 
frequency signals and that is used in providing wireless services. 
"Applicable Codes" means uniform building, fire, electrical, plumbing or mechanical codes that are 
adopted by a recognized national code organization or local amendments to those codes that are 
enacted to address threats of destruction of property or injury to persons and to an extent that is not 
inconsistent with this Notice. 
"Applicant" means any person that submits an application and that is a Wireless Provider. 
"Application" means a request that is submitted by an applicant to an authority for a permit to 
collocate small wireless facilities or to approve the installation, modification or replacement of a utility 
pole or wireless support structure. 
"Authority" means any city, town, special district or political subdivision of this state that is authorized 
to make legislative, quasi-judicial or administrative decisions concerning an application. Authority 
does not include any state court that has jurisdiction over an authority and does not include a county, 
special taxing district, or electrical cooperative. 
"Authority Utility Pole" means a utility pole that is owner or operated by an authority and that is in a 
right-of-way. Authority Utility Pole does not include a utility pole for electrical distribution. 
"Rent Fee" means the amount Company shall pay to City each year for use of City Right-of-way and 
City-owned pole, as set out in the current fee schedule. 
"Base Station" means an equipment shelter or ground-mounted cabinets owned by the Company. 
"Cable Operator" has the same meaning prescribed in Section 9-505. Cable operator does not 
include a special taxing district. 
"Collocate" or "Collocation" means to install, mount, maintain, modify operate or replace wireless 
facilities on, within or adjacent to a wireless support structure or utility pole. 
"Communications Service" means cable service as defined in 47 United States Code Section 522(6), 
Information Service as defined in 47 United States Code Section 153(24), Telecommunications 
Service as defined in 47 United States Code Section 153(53) or Wireless Service. 
"Company" or "Communications Service Provider" means a cable operator, a provider of information 
service as defined in 47 United States Code Section 153(24), a telecommunications carrier as 
defined in 47 United States Code Section 153(51) or a wireless services provider. 
"City Manager'' means the City of El Mirage City Manager or designee. 
"Equipment" or "Wireless Communication Equipment" means apparatus, ground-mounted 
cabinets, gear, routers, and equipment that may be used solely for transmitting, processing and 
Page 2 of 44

receiving voice and data telecommunications in the operation of Company's Wireless Network 
and directly related services. The Equipment may not include any equipment used for cable 
television signals, or the distribution of video programming directly to subscribers to a cable 
system as defined in the Federal Cable Act. Equipment may only be mounted on or positioned on 
City-owned or controlled street light poles in the ROW, or other structures as permitted by the 
City. Replacement poles shall be of equal proportions and of equal height to the other existing 
streetlight poles and lighting fixtures, and other City owned property in the ROW that the City 
determines suitable to support wireless facilities. 
This Agreement does not govern any attachments or installments of antennae and/or fiber to or 
in conjunction with poles or equipment installed in the ROW that is owned by other parties. An 
antenna or antenna array that accommodates more than four (4) co-located tenants must be 
approved by the City Manager, provided such does not jeopardize the structural integrity of the 
Municipal Facilities. New poles or stealth antenna structures may be installed with City approval 
where there are no suitable existing street light poles in the vicinity. Equipment must be painted 
to match the color of the pole or as reasonably approved by City. 
Equipment also means one or more fiber-optic cables leading from each Site along a common 
route, to the extent feasible, to the Base Station(s) for the Site. The fiber-optic cables must run 
inside of the pole and then underground to the related ground-mounted cabinets or Base Station 
or the related Communications Hub. Each fiber-optic cable includes appurtenant conduit, 
manholes, handholes, pull boxes, fittings, access points, and similar supporting furnishings and 
improvements. 
"Equipment Permitted" means the Wireless Communication Equipment ("Equipment") permitted 
at any City approved Site in the ROW. 
"Equipment Types" means Equipment that may be permitted including antennas attached to 
existing or replacement of vertical elements or poles, antennas mounted to a vertical element that 
is concealed, antennas mounted on new vertical elements or poles that are not concealed, and 
ground equipment associated with any approved Equipment including but not limited to electrical 
meters, solar panels and battery backup units. 
"FCC" means Federal Communications Commission. 
"Fee" means a one-time charge. 
"Law" means any federal, state or local law, statute, common law, code, rule, regulation, order or 
ordinance. 
"Monopole" means a wireless support structure that is not more than forty inches in diameter at the 
ground level and that has all of the wireless facilities mounted on the pole or contained inside of the 
pole. 
"Municipal Facilities" or Municipal Facility" means City owned streetlight poles and lighting fixtures, 
and other City owned property in the ROW that the City determines is suitable for placement of 
Equipment. 
"Notice" means this Notice of Wireless Communication Facilities in the Right-of-Way Standard Terms 
and Conditions. 
Page 3 of 44

"Ordinary Permit Use Fee" means the application, plan review, inspection, and other fees related to 
the issuance of the permit. 
"Permit" means written permission required by an authority to install, mount, maintain, modify, 
operate or replace a utility pole or monopole, to collocate a small Wireless Facility on a utility pole or 
wireless support structure or to collocate wireless facilities on a monopole. 
"Person" means an individual, corporation, limited liability company, partnership, association, trust or 
other entity or organization, including an authority. 
"Private Easement" means an easement or other real property right that is only for the benefit of the 
granter and grantee and the grantor's or grantee's successors and assigns. 
"Qualified Service Provider'' means a person, other than Company, that has all applicable FCC and 
other authorizations required to transmit, process and receive wireless voice and data 
telecommunication services through the Equipment Permitted. 
"Rate" means a recurring charge. 
"Right-of-Way" means the area on, below or above a public roadway, highway, street, sidewalk, 
alley, or utility easement. Right-of-Way does not include a Federal Interstate Highway, a state 
highway or state route under the jurisdiction of the Department of Transportation, a private easement, 
property that is owned by a special taxing district, or a utility easement that does not authorize the 
deployment sought by the Wireless Provider. In addition, the area on, below or above a public 
roadway, highway, street, sidewalk, alley, or utility easement. Right-of-Way does not include a 
Federal Interstate Highway, a state highway or state route. 
"Site" means any geographical area or location where Company's Equipment is located in the ROW 
pursuant to this Notice. 
"Site Documents" means schematic plans and map showing location of the installation of Wireless 
Communication Equipment in the ROW on Municipal Facilities; including a vicinity map, site plan 
and profile, list of technical specifications of the Equipment in ROW and the cubic feet of Equipment 
with the installation schedule. 
"Small Wireless Facility" as defined in A.R.S. §9-591 (19) means a wireless facility that meets both of 
the following qualifications: 
(a) All antennas are located inside an enclosure of not more than six (6) cubic feet in 
volume or, in the case of an antenna, that has exposed elements, the antenna 
and all of the antenna's exposed elements could fit within an imaginary enclosure 
of not more than six (6) cubic feet in volume. 
(b) All other wireless equipment associated with the facility is cumulatively not more 
than twenty-eight (28) cubic feet in volume, or fifty (50) cubic feet in volume if the 
equipment was ground-mounted before the effective date of this Section. The 
following types of associated ancillary equipment are not included in the 
calculation of equipment volume pursuant to this subdivision: 
(i) An electric meter 
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(ii) Concealment elements 
(iii) A telecommunications demarcation box 
(iv) Grounding equipment 
(v) A power transfer switch 
(vi) A cutoff switch 
(vii) Vertical cable runs for the connection of power and other services 
"Special Taxing District" means a special district formed pursuant to Title 48, Chapter 11, 12, 17, 18, 
19, 20 or 22. 
''Terms and Conditions" means this Notice of Wireless Communication Facilities in the Right-of-Way 
Standard Terms and Conditions. 
"Utility Pole" means a pole or similar structure that is used in whole or in part for communications 
services, electrical distribution, lighting or traffic signals. Utility Pole does not include a monopole. 
"Violation Use Fee" means the types of fees the City has available to remedy certain breaches of 
this Notice by a wireless provider. 
"Wireless Facility": 
(a) Means equipment at a fixed location that enables wireless communications between user 
equipment and a communications network, including both of the following: 
(i) 
Equipment associated with wireless communications 
(ii) 
Radio transceivers, antennas, coaxial or fiber-optic cables, regular and 
backup power supplies and comparable equipment, regardless of 
technological configuration 
(b) Includes small wireless facilities 
(c) Does not include the structure or improvements on, under or within which the equipment 
is collocated, wireline backhaul facilities, coaxial or fiber-optic that is between wireless 
support structures or Utility Poles or coaxial or fiber-optic cable that is otherwise not 
immediately adjacent to, or directly associated with, an Antenna. 
(d) Does not include Wi-Fi radio equipment described in Section 9-506, Subsection I or 
microcell equipment described in Section 9-584, Subsection E. 
-
"Wireless Infrastructure Provider" means any person that is authorized to 
provide 
telecommunications service in this state and that builds or installs wireless communications 
transmission equipment, wireless facilities, Utility Poles or monopoles but that is not a wireless 
service provider. Wireless Infrastructure Provider does not include a special taxing district. 
"Wireless Network" means a system, or set of connections for the provision of personal wireless 
services as defined by the Telecommunication Act of 1996, and any amendments thereto. Personal 
Page 5 of 44

wireless service facilities are composed of one or more of the following components: (a) Antenna; 
(b) mount; (c) Base Station; (d) wall or security barrier. 
"Wireless Provider" means a Cable Operator, Wireless Infrastructure Provider or Wireless Services 
Provider. 
"Wireless Services" means any services that are provided to the public and that use licensed or 
unlicensed spectrum, whether at a fixed location or mobile, using wireless facilities. 
"Wireless Services Provider'' means a person that provides wireless services. Wireless Services 
Provider does not include a special taxing district. 
"Wireless Support Structure": 
(a) Means: 
(i) 
A freestanding structure, such as a monopole. 
(ii) 
A tower, either guyed or self-supporting. 
(iii) 
A sign or billboard. 
(iv) 
Any other existing or proposed structure designed to support or capable of 
supporting small wireless facilities. 
(b) Does not include a Utility Pole. 
II. SITE AREAS 
2. Site Areas. Upon approval of this Notice, City grants to Company the right to install Wireless 
Facilities in the City's Right-of-way upon issuance of a permit for each Site Area as set forth below: 
2.1 
Limitations. Notwithstanding anything in this Notice to the contrary, the Site Areas 
include and are limited to only certain areas that Company is permitted to non-exclusive use and 
occupy (the "Non-Exclusive Areas") and certain areas that Company is permitted to use on a shared 
basis (the "Shared Areas"). The Site Areas are defined by the Site Plan. 
2.2 
Site Area Boundary. The Site Area is the smallest geometric shape that includes the 
Non-Exclusive Areas and the Shared Areas. The Site Areas exclude other parts of the ROW and all 
other land. Company shall not occupy or use any of Company's land outside the ROW and adjoining 
lands. This Notice does not allow any use of Company's land outside the ROW. If any portion of 
Company's work improvement or equipment is to be located on other land, then such work, 
improvements and equipment are prohibited unless Company first obtains from the owner of said 
land (including City, if applicable) a Notice allowing such work, improvements and equipment. 
2.3 
Non-Exclusive Areas. 
2.3.1 
The land area defined as "Equipment" or "Wireless Communication 
Equipment" in the Site Agreement shown in the Site Documents is to be used by Company solely 
for the Base Station housing the electronic ground equipment shown on the Site Plan. Such area is 
confined to the actual area occupied by the exterior structure and the interior of the Base Station. If 
the Site Plan does not show a clearly defined and correctly labeled Base Station, then no area is 
available for Company's use under this Notice. 
Page 6 of 44

2.3.2 
The area on the Pole defined as "Antennas" on the Site Plan is to be used 
by Company solely for mounting the Antennas. Such area is confined to the City approved 
elevations and locations actually occupied by the Antennas and their supporting brackets. If 
the Site Plan does not show a clearly defined and correctly labeled "Antenna" area, then no 
antenna area is available for Company's use under this Notice. 
2.4 
the Site Plan: 
Shared Areas. Shared Areas are limited to the following areas, if and as defined by 
2.4.1 
No temporary construction area is provided by this Notice, Company must 
obtain from City a separate written document giving Company permission to work in the ROW, as 
described elsewhere in this Notice. 
2.4.2 
An underground cable route labeled on the Site Plan from the Base Station 
to the Antenna to be used by Company solely for underground radio frequency lines between the 
Base Station and the Antenna. Notwithstanding the preceding sentence, the portion of the 
underground cable route upon the Pole shall not be underground but shall be within the Pole. If the 
Site Plan does not show a clearly defined and correctly labeled underground cable route, then no 
underground cable route area is available for Company's use under this Notice. 
2.5 
Power and Telephone Service. This Notice does not granny permission for any 
portion of the power, telephone or other service routes, if any. Any power that Company needs for 
their Equipment shall be independently metered directly from Company's utility provider. In no event 
shall Company have the right to draw electricity for the operation of their equipment from the power 
sources associated with the Municipal Facilities. 
2.6 
Rights in Adjacent Land. Company's rights are expressly limited to the real property 
defined as the "Site Areas" in this Notice. Without limitation, in the event any public ROW or other 
public or private property at or adjacent to the Site Areas is owned, dedicated, abandoned or 
otherwise acquired, used, improved or disposed of by City, such property shall not accrue to this 
Notice but shall be City's only. 
2.7 
Variation in Area. In the event the Site Areas consist of more or less than any states 
area, this Notice shall nevertheless continue and Company's obligations hereunder shall not be 
increased or diminished. 
2.8 
Condition of Tille. Company's rights hereunder are subject to covenants, conditions, 
reflections, easements, Notices, liens, reservations and encumbrances upon, and all other recorded 
or unrecorded matters or conditions of title to or Notices or documents regarding the Site Areas and 
all existing or future Notices allowing any use of the Site Areas and all amendments to any such 
Notices (collectively the "Site Documents"). Company's rights to use the Site Areas under this Notice 
are limited to a subset of the interests held by City under the Site Documents. Company shall not 
violate the interests held by City under the Site Documents. Company shall not have power to 
amend, modify, terminate or otherwise change the Site Documents or create new Site Documents. 
2.8.1 
City does not warrant its own or any other person's title to or rights to use the 
Site Areas or any other property. 
2.8.2 
Company shall pay, indemnify, defend and hold harmless City and its agents 
and representatives of, from and against any and all claims, demands, damages, expenses, interest 
Page 7 of 44

or penalties of any kind or nature whatsoever, including attorneys', arbitrators', and experts' fees and 
court costs that arise from or relate to Company's non-compliance with the Site Documents. 
2.9 
Condition of Site Areas. The Site Areas are being made available in an "as is" 
condition without any express or implied warranties of any kind, including without limitation any 
warranties or representations as to their condition or fitness for any use. 
2.10 
No Real Property Interest. Notwithstanding any provision hereof to the contrary, and 
notwithstanding any negotiation, correspondence, course of performance or dealing, or other 
statements or acts by or between the parties, Company's rights herein are limited to use and 
occupation of the Site Areas for the Permitted Uses. Company's rights in the Site Areas are limited 
to the specific rights created by this Notice. 
2.11 
Limited Rights in Site Areas. The Notice grants Company no rights to or use of the 
Site Areas other than those expressly granted herein. 
2.12 
Reserved Right and Competing Users and Activities. Notwithstanding anything in this 
Notice to the contrary, City specifically reserves to itself and excludes from this Notice a non: 
exclusive delegable right (the "Reserved Right") over the entire Site Areas for all manner of real and 
personal improvements and for streets, sidewalks, trails, landscaping, utilities and every other land 
use of every description. Without limitation: 
2.12.1 
Competing Users. Water pipes, pavement, and other facilities may all be 
located within the same Segment of ROW with portions of the Wireless Communications Equipment. 
Company accepts the risk that City and others (the "Competing Users") may now or in the future 
install their facilities in the Site Areas in locations that make parts of the ROW unavailable for 
Company's use. The Competing Users include without limitation City, the State of Arizona and its 
political subdivisions, the public, and all manner of utility companies and other existing or future users 
of the Site Areas. 
2.12.2 Competing Activities. Company accepts the risk that there may now or in the 
future exist upon the Site Areas all manner of work and improvements upon the Site Areas (the 
"Competing Activities"). The Competing Activities include without limitation any and all laying 
construction, erection, installations, use, operation, repair, replacement, removal, relocation, raising, 
lowering, widening, realigning or other dealing with any or all of the following, whether above, upon 
or below the surface of the Site Areas and whether occasioned by existing or proposed uses of the 
ROW or existing or proposed uses of adjoining or nearby land: 
2.12.2.1 
All manner of streets, alleys, sidewalks, trails, ways, traffic 
control devices, tunnels, streetlights and gates of every description, and all manner of other 
transportation facilities and their appurtenances. 
2.12.2.2 
All manner of pipes, wires, cables, conduits, sewers, pumps, 
valves, switches, conductors, connectors, poles, supports, access points and guys of every 
description, and all manner of other utility facilities and their appurtenances. 
2.12.2.3 
All manner of canals, drains, bridges, viaducts, overpasses, 
underpasses, culverts, markings, balconies, porches, overhangs, and other encroachments of every 
description and all manner of other facilities and their appurtenances. 
Page 8 of 44

2.12.2.4 
All other uses of the ROW that City may permit from time to 
time. 
2.12.3 Reserved Right. The Reserved Right includes the right to use and allow 
other Competing Users to conduct Competing Activities at any location upon the Site Areas. 
2.12.4 City's Rights Cumulative. All of City's Reserved Rights under various 
provisions of this Notice shall be cumulative to each other. 
2.12.5 Use Priorities. This Notice does not grant to Company or establish for 
Company any exclusive rights or priority in favor of Company to use the Site Areas. Company shall 
not obstruct or interfere with or prevent any Competing User from using the Site Areas. 
2.12.6 Regulation. City shall have full authority to regulate use of the Site Areas and 
to resolve competing demands and preferences regarding use of the Site Areas and the require 
Company to cooperate and participate in implementing such resolutions. Without limitation, City may 
take any or all of the following into account in regulation use of the Site Areas: 
2.12.6.1 
All timing, public, operational, financial and other factors 
affecting existing and future proposals, needs and plans for Competing Activities. 
2.12.6.2 
mentioned in this Notice. 
All other factors City may consider relevant, whether or not 
2.12.6.3 
Differing regulatory regimes or laws applicable to claimed 
rights, public benefits, community needs and all other factors relating to Competing Users and 
Competing Activities. 
2.12.7 Wireless Communications Equipment Relocation. Upon one hundred eighty 
(180) days notice from City, Company shall temporarily or permanently relocate or otherwise modify 
the Wireless Communications Equipment Relocation (the "Relocation Work") as follows: 
2.12.7.1 
Company shall perform the Relocation Work at its own 
expense when required by City Manager or designee. 
2.12.7.2 
The Relocation Work includes all work determined by City to 
be necessary to accommodate Competing Activities, including without limitation temporarily or 
permanently removing, protecting, supporting, disconnecting or relocating any portion of the Wireless 
Communications Equipment. 
2.12.7.3 
City may perfonm any part of the Relocation Work that has not 
been performed within the allotted time. Company shall reimburse City for its actual costs in 
performing any Relocation Work. City has no obligation to move Company's, City's or others' 
facilities. 
2.12.7.4 
City and not Company shall be entitled to use any of 
Company's facilities that are abandoned in place or that are not relocated on City's request. 
2.12.7.5 
other provisions of this Notice. 
All Relocation Work shall be subject to and comply with all 
Page 9 of 44

2.12.7.6 
Company specifically agrees that Company's sole remedy for 
any requirement by the City for removal or relocation of Equipment from or within the ROW which is 
necessitated by the development of a City project will be exclusively pursuant to this Notice and 
Company specifically disclaims and waives any rights to any reimbursement from the City for 
relocation of Equipment which is necessitated by the development of a City project. 
2.12.7.7 
In making decisions whether City may install, add to, reduce, 
reconfigure, remove, abandon, repair, replace, or otherwise modify the ROW or any existing or future 
improvements in the ROW which are related to a City project, City will have the right to disregard the 
consequences of any modification of the ROW on the Equipment, and City will have no liability for 
relocation of the Equipment that might be necessary as a result of its work in the ROW. Without 
limitation, if any Equipment is required to be relocated as a result of a City project, Company will 
have no right to object to, or make a claim against the City for the cost of relocation. 
2.12.8 Disruption by Competing Users. Neither City nor any agent, contractor or 
employee of City shall be liable to Company, its customers or third parties for any service disruption 
or for any other harm caused them or the Wireless Communications Equipment due to Competing 
Users or Competing Activities. Company may not install or maintain equipment which would interfere 
in any way with all City or other public communications equipment currently existing at the time of 
execution of this Notice and which may exist in the future for each site. 
2.12.9 Emergency Disruption by City. City reserves the right to remove, alter, tear 
out, relocate or damage portions of the Wireless Communications Equipment in the case of fire, 
disaster, or other emergencies if City Manager or designee deems such action to be reasonably 
necessary under the circumstances. In such event, neither City not any agent, contractor or 
employee of City shall be liable to Company or its customers or third parties for any harm so caused 
to them or the Wireless Communications Equipment. When practical, City shall consult with 
Company in advance to assess the necessity of such actions and to minimize to the extend practical 
under the circumstance damage to and disruption to operation of the Wireless Communications 
Equipment. In any event, City shall inform Company after such actions. Company's work to repair or 
restore the Wireless Communications Equipment shall be Relocation Work. 
2.12.10 Public Safety. If the Wireless Communications Equipment or any other 
Company equipment, improvements or activities present any immediate hazard or impediment to 
the public, to City, to City's equipment or facilities, to other improvements or activities within or without 
the Site Areas, or to City's ability to safely and conveniently operate the ROW or perform City's utility, 
public safety or other public health, safety and welfare functions, then Company shall immediately 
remedy the hazard, comply with City's requests to secure the ROW, and otherwise cooperate with 
City at no expense to City to remove any such hazard or impediment. Company's work crews shall 
report to the Site Areas within four (4) hours of any request by City under this paragraph (the "Safety 
Paragraph"). 
2.13 
Third-Party Permission. Company's right to use any Site Areas shall be suspended, 
but not its obligations with respect thereto, during any period that a Third-Party Permission is not in 
effect. 
Page 10 of 44

111. 
TERM OF NOTICE 
3. Term of Notice. The term of this Notice is as follows: 
3.1 
Original Term. The original term of this Notice shall be for a period of ten (10) years 
commencing on the date of this Notice. 
3.2 
follows: 
Extensions. The term of this Notice (i.e. the Site Notice) may be extended as 
3.2.1 
The Term of this Notice may be extended for one (1) additional ten (10) year 
period subject to consent by City and Company, which either may withhold in its sole and absolute 
discretion. 
3.2.2 
Both City and Company shall be deemed to have elected to extend unless 
City or Company, respectively, gives notice to the contrary to the other at least ninety (90) days prior 
to the end of the original term or the current extension. 
3.3 
Holding Over. In any circumstance whereby Company would remain in possession 
or occupancy of the Site Areas after the expiration of this Notice, (as extended, if applicable), 
such holding over shall not be deemed to operate as a renewal or extension of this Notice, but 
shall only create a use right from month to month that may be terminated at any time by City upon 
thirty (30) days notice to Company, or by Company upon sixty (60) days notice to City. 
3.4 
City's Right to Cancel. Notwithstanding anything contained herein to the contrary, 
City shall have the unconditional right, with or without cause, to terminate this Notice for any 
reason whatsoever or for no reason upon one hundred eighty (180) days notice given at any time 
after the first one hundred eighty (180) days. 
-S.5 
Company's Right to Cancel. Company shall have the unilateral right to terminate 
this Notice without cause upon thirty (30) days written notice. Company has no right to terminate 
any time after an event of default by Company has occurred (or an event has occurred that would 
become a default after passage of time or giving of notice). 
IV. 
COMPANY'S PAYMENTS 
4. Company's Payments. Company shall make payments to City as follows: 
4.1 
Use Fee Items. Company shall pay to City each of the following separate and 
cumulative amounts (collectively the "Use Fee"): 
4.1.1 
An annual amount (the "Rent Fee"). 
4.1.2 
An amount (the "Ordinary Permit Use Fee") based on Company's permit 
review and other costs as set out below. 
4.1.3 
An amount (the "Violation Use Fee") based on certain breaches by Company 
of this Notice as set out below. 
4.1.4 
All other amounts required by this Notice. 
Page 11 of44

4.2 
Rent Fee Amount. The amount of Rent Fee Company shall pay to City for each 
year of this Notice shall be the total of all applicable fee line items for wireless communications 
facilities as set out in the then current fee schedule as it may be amended from time to time by 
City's city council. 
4.3 
Ordinary Permit Use Fee Amount. The amount of the Ordinary Permit Use Fee 
shall be the total amount of all applicable ordinary fees payable to City for City's review of plans, 
issuance of permits, and inspection of Company's work upon the Site Areas as set out in the then 
current fee schedule as it may be amended from time to time by City's city council. The Permit 
Use Fee for Small Wireless Facilities as defined in A.RS. §9-591 (19) shall be Seven Hundred 
Fifty Dollars ($750) and the Permit Use Fee for wireless sites under A.RS. §9-594 shall be One 
Thousand Dollars ($1,000). 
4.4 
each other. 
Use Fee Cumulative. All items of Use Fee shall be cumulative and separate from 
4.5 
Use Fee Schedule. Except as specifically provided elsewhere for Violation Use 
Fee, Company shall pay all Use Fee on the following schedule: 
4.5.1 
Company shall pay Rent Fee and Ordinary Permit Use Fee at the times and 
in the amounts specified by City's normal processes for Rent Fee and Ordinary Permit Use Fee. 
4.6 
Letter of Credit. The initial letter of credit or bond amount shall be based upon 
Company's good faith projection of the number of sites to be constructed during the current calendar 
year. The initial letter of credit or bond shall be received by City before permits are issued or the 
commencement of any work. 
4.6.1 
The amount of the letter of credit or bond shall be Thirty Thousand Dollars 
($30,000.00) for up to ten (10) wireless sites; Sixty Thousand Dollars ($60,000.00) for eleven (11) to 
twenty (20) wireless sites; One Hundred Five Thousand Dollars ($105,000.00) for twenty one (21) to 
thirty five (35) wireless sites; One Hundred Eighty Thousand Dollars ($180,000.00) for thirty six (36) 
to sixty (60) wireless sites; Three Hundred Thousand Dollars ($300,000.00) for sixty one (61) to one 
hundred (100) wireless sites; Four Hundred Fifty Thousand Dollars ($450,000.00) for one hundred 
one (101) to one hundred fifty (150) wireless sites; Six Hundred Seventy Five Thousand Dollars 
($675,000.00) for one hundred fifty one (151) to two hundred twenty five (225) wireless sites; One 
Million Fifty ThousandDollars ($1,050,000.Q0) for two hundred twenty six (226) tothree hundred fifty 
(350) wireless sites; One Miflion FtveHundrecf-Thousand" Uollars ($t,500,000.00}furthreehtmmeq 
fifty one (351} to five hundred (500) wireless sites; Two Million Two Hundred Fifty Thousand Dall~ 
($2,250,000.00) for five hundred one.(501} ta seven-hundred fifty (750}- wirelel>S-sites;. and Thr~· 
Million Dollars ($3,000,000.00) for seven hundred.flftyorre(751) to one thousand (1,000) wireless
1
•. 
sites. If the number of Company's wireless sites exceeds one thousand (1,000) the Three Million 
Dollar ($3,000,000.00) letter of credit or bond shall remain in effect and the letter of credit or bond for 
the wireless sites if1-ex-cess-ef-one-thot1Sancl-sites-shall be-calculated using the-schedule provided 1n 
tJ,is ,s.uosection. 
4.6.2 
The City will determine at least once annually if the number of Company's 
wire;less- sites--tl'tat ara-licensed require-thatthe letter of credit or bond be upgraded to a higher 
amount If City requires a new letter of credit or bond, it shall provide formal notice in writing to the 
Company. The Company must provide the new letter of credit or bond within forty-five (45} days of 
receiving written notice. 
Page 12 of 44

4.6.3 
The letter of credit or bond is an additional security deposit for Company's 
performance of all its obligations under this Notice. 
4.6.4 
The letter of credit or bond shall be in a form reasonably acceptable to the 
City, and subject to the prior approval of the City. 
4.6.5 
Company shall provide and maintain the letter of credit or bond during the 
entire term of this Notice as follows: 
4.6.5.1 
Company shall pay all costs associated with the letter of credit or 
bond, regardless of the reason or manner such costs are required. 
4.6.5.2 
Within ten (10) business days after City gives Company notice 
that City has drawn on the letter of credit or bond, Company shall cause the letter of credit or bond 
to be replenished to its prior amount. 
4.6.6 
City may draw on the letter of credit or bond upon any Event of Default, and 
in the following circumstances whether or not they are an Event of Default: 
4.6.6.1 
Company fails to cause the letter of credit or bond to be renewed, 
extended, increased in amount or otherwise maintained as required by this Notice. 
4.6.6.2 
Company fails to make monetary payments required under this 
Notice. 
4.6.6.3 
The issuer of the letter of credit or bond fails to immediately honor 
a draft on the letter of credit or bond or otherwise repudiates or fails to honor the letter of credit or 
bond. 
4.6.7 
City shall also have such additional rights regarding the letter of credit or 
bond as may be provided elsewhere in this Notice. 
4.7 
Late Fees. Use Fee is deemed paid only when City actually receives good cash 
payment. Should any Use Fee not be paid on or before the date due, a late fee shall be added to 
the amount due in the amount of the greater of ten percent (10%) of the amount due, or One 
Hundred Dollars ($100.00). Furthermore, any Use Fee that is not timely paid shall accrue simple 
interest at the rate of one and one-half percent (1 ½ %) per month from the date the amount first 
came due until paid. Company expressly agrees that the foregoing represent fair any reasonable 
estimates by City and Company of City's costs (such as accounting, administrative, legal and 
processing costs, etc.) in the event of a delay in payment of Use Fee. City shall have the right to 
allocate payments received from Company among Company's obligations. 
4.8 
Use Fee Amounts Cumulative. All amounts payable by Company hereunder or 
under any tax, assessment or other existing or future ordinance, law or other contract or 
obligations to the City of El Mirage shall be cumulative and payable in addition to each other 
payment required hereunder, and such amounts shall not be credited toward, substituted for, or 
setoff against each other in any manner. 
Page 13 of 44

V. 
USE RESTRICTIONS 
5. Use Restrictions. Company's use and occupation of the Site Areas shall in all respects conform 
to all and each of the following cumulative provisions: 
5.1 
Permitted Uses. Company shall use the Site Areas solely for the Permitted Uses and 
shall conduct no other activity at or from the Site Areas. 
5.2 
Base Station Use. Company shall use the Base Station solely for locating utility 
cabinets and housing the Wireless Communications Equipment used for the Antennas. 
5.3 
Small Wireless Facility. Company may install a Small Wireless Facility, as defined in 
A.R.S. §9-591 (19), to be limited to: 
5.3.1 
All antennas, including the antenna's exposed elements, are located inside 
an enclosure of not more than six (6) cubic feet in volume, and 
5.3.2 
All other wireless equipment associated with the facility is cumulatively not 
more than twenty-eight (28) cubic feet in volume. 
5.3.3 
The following ancillary equipment is not included in the equipment volume: 
electric meter, concealment elements, telecom demarcation box, grounding equipment, power 
transfer switch, cutoff switch, and vertical cable runs. 
5.4 
Communications Operations Restriction. Company shall not install, operate, or allow 
the use of equipment, methodology or technology that interferes or is likely to interfere with the 
optimum effective use or operation of City's existing or future fire, emergency or other Wireless 
Communications Equipment, methodology or technology (i.e., voice or other data carrying, receiving 
or transmitting equipment). If such interference should occur, Company shall immediately 
discontinue using the equipment, methodology or technology that causes the interference until 
Company takes corrective measures to alter the Wireless Communications Equipment to eliminate 
such interference. Any such corrective measures shall be made at no cost to City. Company shall 
give to City notice containing a list of the radio frequencies Company is using at the Site Areas and 
shall give notice to City of any change in frequencies. 
5.5 
Other Equipment. Company shall not disturb or otherwise interfere with any other 
antennas or other equipment City may have already installed or may yet install upon the ROW. 
5.6 
Signs. All signage is prohibited except in compliance with the following requirements: 
5.6.1 
Company shall install and thereafter maintain the following signs and other 
markings as reasonably determined by City from time to time: 
5.6.1.1 
All signs and markings required for safe use of the Site Areas by 
City, Company and other persons who may be at the Site Areas at any time for any reason. 
5.6.1.2 
Any signage City may request directing parking, deliveries, other 
vehicles, and other users to comply with this Notice. 
5.6.1.3 
Warning signs listing only Company's name, emergency 
telephone number, and any information required by law. 
Page 14 of 44

5.6.2 
All signage not expressly allowed by this Notice is prohibited. 
5.6.3 
The location, size, content and style of each sign shall be subject to the 
provisions of the applicable sign ordinance and shall comply with the City's sign programs as the 
same may change from time to time. Company shall update signs as required to comply with 
changes in the applicable sign ordinance and City's sign programs. 
5.6.4 
Company shall not erect, install, apply for a permit for, or display any sign 
until Company has submitted written request, together with the descriptions and drawings showing 
the intended locations, size, style and colors of such signs to City, and has received notice of City's 
approval of the sign. Company signs shall be subject to the same plans review and other 
requirements that apply to other construction work by Company under this Notice. 
5.6.5 
Company shall design, make, install and maintain all signage in a first class, 
professional manner without broken panels, faded paint or other damage. 
5.6.6 
Company shall bear all costs pertaining to the erection, installation, 
operation, maintenance, replacement, and removal of all signs, including, but not limited to, the 
application for and obtaining of any required building or other permits regardless of the reason for 
any such activity, even if such activity is required by City pursuant to this Notice. 
5.6.7 
The requirements of this paragraph apply to all signs, designs, monuments, 
decals, graphics, posters, banners, markings, and other manner of signage. 
5.7 
Company's Lighting. Except for security lighting operated with City's approval from 
time to time, Company shall not operate outdoor lights at the Site Areas. 
5.8 
Noise. Except during construction permitted under this Notice and for burglar alarms 
and other safety devices, outdoor loud speakers, sirens or other devices for making noise are 
prohibited. All equipment shall be operated so that sound coming therefrom does not exceed the 
ambient noise level at the boundary of the ROW and cannot be heard at the closer of i) the exterior 
boundary of the ROW or ii) two hundred feet (200') outside the normal boundary of the ROW. The 
preceding sentence does not apply to use of normal properly maintained construction equipment 
used as permitted by this Notice, to infrequent use of equipment that is as quiet or quieter than a 
typical well maintained gasoline powered passenger automobile, to use of an air conditioning unit 
that is no noisier than a typical well maintained residential air conditioning unit. 
5.9 
Limited Access. It is Company's and not City's responsibility to keep unauthorized 
persons from accessing the Wireless Communications Equipment and the Site Areas. 
5.1 O 
Standards of Service. Company shall operate the Site Areas in a first-class manner, 
and shall keep the Site Areas attractively maintained, orderly, clean, neat and tidy at all times, 
including immediate removal of graffiti. Company shall not allow any person or persons in or about 
the Site Areas related to Company's operations who shall fail to be clean, courteous, efficient and 
neat in appearance. 
5.11 
Company's Agent. Company shall at all times retain on-call available to City by 
telephone an active, qualified, competent and experienced person to supervise all activities upon the 
Site Areas and operation of the Wireless Communications Equipment and who shall be authorized 
to represent and act for Company in matters pertaining to all emergencies and the day-to-day 
operation of the ROW and all other matters affecting this Notice. Company shall also provide notice 
Page 15 of 44

to City of the name, street address, electronic mail address, and regular and after-hour's telephone 
and telefax numbers of a person to handle Company's affairs and emergencies at the ROW. Any 
change shall be given in writing hand-delivered to City for this Notice as well as in the manner stated 
for notices under this Notice. 
5.12 
Coordination Meetings. Company shall meet with City and other ROW users from 
time to time as requested by City to coordinate and plan construction on the Site Areas and all 
matters affected by this Notice. Without limitation, Company shall attend quarterly utility planning 
meetings. 
5.13 
Toxic Substances. Company's activities upon or about the Site Areas shall be subject 
to the following regarding any hazardous or toxic substances, waste or materials or any substance 
now or hereafter subject to regulation under the Comprehensive Environmental Response 
Compensation and Liability Act, 42 U.S.C. §§ 9601, et seq., the Arizona Hazardous Waste 
Management Act, A.R.S. §§ 49-901, et seq., the Resource Conservation and Recovery Act, 42 
U.S.C. §§ 6901, et seq., the Toxic Substances Control Act, 15 U.S.C. §§ 2601, et seq., or any other 
federal, state, county, or local law pertaining to hazardous substances, waste or toxic substances 
and their reporting requirements (collectively "Toxic Substances"): 
5.13.1 
Company understands the hazards presented to persons, property and 
the environment by dealing with Toxic Substances. City has made no warranties as to whether 
the Site Areas contain actual or presumed asbestos or other Toxic Substances. 
5.13.2 Within twenty-four (24) hours after discovery by Company of any Toxic 
Substances, Company shall report such Toxic Substances to City in writing. Within fourteen (14) 
days thereafter, Company shall provide City with a written report of the nature and extent of such 
Toxic Substances found by Company. 
5.13.3 Disturbance of Toxic Substances. Prior to undertaking any construction or 
other significant work, Company shall cause the Site Areas to be inspected to prevent disturbance 
of potential asbestos or other Toxic Substances. Prior to any work of any description that bears a 
material risk of disturbing potential asbestos or other Toxic Substances, Company shall cause the 
contractor or other person performing such work to give to City notice by the method described in 
this Notice to the effect that the person will inspect for Toxic Substances, will not disturb Toxic 
Substances, and will indemnify, defend and hold City harmless against any disturbance in Toxic 
Substances in the course of the contractor's or other person's work. Company shall cause any 
on-site or off-site storage, inspection, treatment, transportation, disposal, handling, or other work 
involving Toxic Substances by Company in connection with the Site Areas to be performed by 
persons, equipment, facilities and other resources who are at all times properly and lawfully 
trained, authorized, licensed, permitted and otherwise qualified to perform such services. 
Company shall promptly deliver to City copies of all reports or other information regarding Toxic 
Substances. 
5.14 
Reguired Operation. During the entire term of this Notice and any renewals or 
extensions, Company shall actively and continuously operate the Wireless Communications 
Equipment twenty-four (24) hours a day, seven (7) days a week, for the Permitted Uses. 
Notwithstanding anything contained in this paragraph to the contrary, the operation requirements of 
this paragraph shall be effective commencing on the earlier of completion of the Project or the 
Completion Deadline and shall continue through the date this Notice terminates or expires for any 
reason. In the event of relocation of the Wireless Communications Equipment or damage to the Site 
Areas severe enough that the Wireless Communications Equipment cannot reasonably be operated 
Page 16 of 44

during repairs, the operation requirements of this paragraph shall be suspended during the time 
specified by this Notice for accomplishing repair of such damage to relocation of the Wireless 
Communications Equipment. Company may temporarily cease operating the Wireless 
Communications Equipment for short periods necessary to test, repair or service the Wireless 
Communications Equipment. 
5.15 
Actions by Others. Company shall be responsible to ensure compliance with this 
Notice by all persons using the ROW through or under Company or this Notice. 
VI. 
IMPROVEMENTS BY CITY 
6. Improvements by City. City has not promised to and is not obligated in any manner to make any 
improvements or perform any other construction work at the Site Areas or ROW. 
VII. 
COMPANY'S IMPROVEMENTS 
7. Company's Improvements Generally. All of Company's improvements and other construction 
work whether or not specifically described herein upon or related to the Site Areas (collectively 
"Company's Improvements") shall comply with the following: 
7.1 
Company's Improvements. Company's Improvements include without limitation, all 
modification, replacement, repairs, installation, construction, grading, structural, utility, lighting or 
other alterations, removal or other cumulatively significant construction or similar work of any 
description and all installation or alteration of the Wireless Communications Equipment. 
7.2 
Similar Approval Process. The zoning processes, building permit processes, ROW 
management policies and similar regulatory requirements that apply to Company's Improvements 
are completely separate from the plans approval processes under this Notice. Company's 
satisfaction of any requirement of this Notice does not substitute for compliance with any regulatory 
requirement. Company's satisfaction of any regulatory requirement does not substitute for 
compliance with any requirement of this Notice. Company shall be responsible to directly obtain all 
necessary permits and approvals from any and all governmental or other entities having standing or 
jurisdiction over the Site Areas. Company bears sole responsibility to comply with all stipulations and 
conditions that are required in order to secure such approvals. Notwithstanding anything in this 
paragraph, to the extent regulatory requirements and requirements of this Notice are identical, 
compliance with regulatory requirements shall constitute compliance with this Notice and vice versa. 
7.2.1 Batching Sites for Approval. Only sites that do not have a new or a replacement pole 
required for the antennas, and do not have any underground cables, conduit, and foundations, 
are eligible for batch processing of the applications. 
7.3 
Relationship of Plans Approval to Regulatory Processes. Company's submission of 
plans under this Notice, City's approval of plans for purposes of this Notice, and the plans approval 
process under this Notice, shall be separate and independent of all development, zoning, design 
review and other regulatory or similar plans submittal and approval processes, all of which shall 
continue to apply in addition to the requirements of this Notice and its approvals. BUILDING 
PERMITS, ZONING CLEARANCES, OR ANY OTHER GOVERNMENTAL REVIEWS OR 
ACTIONS DO NOT CONSTITUTE APPROVAL OF ANY PLANS FOR PURPOSES OF THIS 
NOTICE. 
Page 17 of 44

7.4 
City's Fixtures and Personality. Company shall not remove, alter or damage in any 
way any improvements or any personal property of City upon the Site Areas without City's prior 
written approval. In all cases, Company will repair any damage or other alteration to City's property 
caused by Company or its contractors, employees or agents to as good or better condition than 
existed before the damage or alteration. 
7.5 Design Requirements. All Company's Improvements shall comply with the following 
design requirements: 
7.5.1 
All Company's Improvements shall be contained entirely within the Site Areas and 
without any encroachment or dependence upon any other property, except for permitted utility 
service. 
7.5.2 
Any changes to utility facilities shall be strictly limited to the Site Areas, shall not 
affect utilities used by City, and shall be undertaken by Company as its sole cost and expense. 
7.5.3 
The Main Antennas and other Wireless Communications Equipment shall be 
properly designed, installed and maintained so as not to create a risk of damage to the Pole, to 
persons or property upon or using the ROW. 
7.5.4 
To the extent requested by City, Company's plans shall include a description of 
construction methods employed to address environmental issues affecting or affected by the Site 
Areas and protect other facilities at the ROW and surrounding properties. 
7.5.5 
All specifications set forth in the City of El Mirage Design Standards for Small 
Wireless Facilities in the Right-of-Way. 
7.6 
Screening Requirements. Screening will be required for the placement of ground-
mounted Equipment (i.e., cabinets) unless otherwise approved by the City Manager or designee. 
Ground-mounted Equipment shall not obstruct public thoroughfares, pedestrian pathways (i.e., trails, 
sidewalks, etc.), or sight visibility triangles. Ground-mounted Equipment shall be placed in a manner 
that the Equipment shall not exceed fifty two (52) inches in height unless otherwise approved by the 
City during the permitting process. Ground-mounted Equipment and associated screening materials 
shall be powder-coated or other durable all-weather coloring methods shall be used to match nearby 
site walls, building color, or neutral earth tones to blend with the environment where no built elements 
are nearby, unless waived by the City Manager or designee. Equipment cabinets in excess of 30 
inches in height shall be placed at least seventy-five (75) feet from arterial intersections. 
An opaque wall or alternate screening method as approved by the City Manager or designee, 
matching the existing surroundings shall be constructed around the ground-mounted Equipment in 
order to screen the ground-mounted Equipment from view from any public access points. 
No more than four (4) Antennas or one (1) Antenna array on any one Municipal Facility (Pole). 
7.7 
Approval Required. Company shall not construct any Company's Improvements 
(including work on adjacent public lands, if applicable) without having first received an executed 
Notice of Wireless Communication Facilities in the Right-of-Way Standard Terms and Conditions, 
posting of Letter of Credit or Bond and Insurance, plans approval and permits from City, public 
notification, and pre-construction conference. Such consent requirement shall apply to all 
improvements, furnishings, equipment, fixtures, paint, wall treatments, utilities of every 
description, communications cabling and other construction work of any description as described 
Page 18 of 44

in all plans heretofore or hereafter delivered by Company to City. Refer to letter of credit/bond 
amounts. 
7.7.1 
The City will not issue permits for other utility company work related to the Site 
Area unless plans have been approved. 
7.8 
Effect of Plans Approval. The Company shall submit engineering plans to the City 
for review and approval. City's approval of plans submitted shall be for purposes of this Notice 
only and shall constitute revocable approval (but only at the level of detail of the applicable stage 
of the review process) of the matters plainly shown on the plans approved. City shall not reject 
subsequent plans to the extent the matter to which City objects was plainly shown on plans 
previously approved by City. However, City is not precluded from objecting to matters not 
previously approved, changes to plans, matters not previously clearly disclosed on approved 
plans, or refinements or implementation of matters previously approved. 
7.9 
Plans Required. Company's design of all Company's Improvements shall occur in 
four (4) stages culminating in final working construction documents for the Company's 
Improvements (the "Final Plans"). The four (4) stages are, in order of submission and in increasing 
order of detail, as follows: 
• 
Stage 1: Submittal of Executed Notice of Wireless Communication Facilities in the 
Right-of-Way Standard Terms and Conditions 
• 
Stage 2: Submittal of Small Cell Site Written Request for Specific Site Location 
Application ("Application") 
• 
Stage 3: Submittal of Plans and Specifications 
• 
Stage 4: Submittal of LOG/Bond and Insurance and Issuance of Revocable ROW 
Permit 
7.9.1 
Stage 1: Submittal of Executed Notice of Wireless Communication 
Facilities in the Right-of-Way Standard Terms and Conditions. All Wireless Telecommunications 
Equipment located in the ROW must have a Notice of Wireless Communication Facilities in the 
Right-of-Way Standard Terms and Conditions executed by the City. The City will review the Terms 
and Conditions, and if properly prepared by the Company, the City will process the Terms and 
Conditions for signature. A fully executed copy of the Terms and Conditions will be returned to the 
Company within ten (10) days. Once the executed Terms and Conditions are returned to the 
Company, the Company shall submit the letter of credit and/or bond and certificate of insurance to 
the City. 
7.9.2 
Stage 2: Submittal of Small Cell Site Written Request for Specific Site 
Location Application {"Application"). Before commencing and construction within the ROW on 
Municipal Facilities, Company shall submit a Written Request for Specific Potential Site Location 
Application for City consideration. This Application shall be submitted along with preliminary plans 
showing the general layout, location, elevations, configurations, and capacities of all significant 
improvements, topographical features, pedestrian and vehicular ways, buildings, utilities, and 
other features significantly affecting the appearance, design, function or operation of each 
element of Company's improvements. City staff will meet with the Company to discuss the 
proposed Site and visit the Site with the Company. The City will perform a review of the proposed 
Site Area. The review includes representatives from the following departments: Engineering, 
Page 19 of 44

Building Safety, Planning and Community Development, and Public Works-Utilities. The team will 
review the plans for compliance with City design standards. City staff will notify Company within 
twenty (20) business days after submittal that the potential Site Area has been approved as 
submitted, approved with conditions, or denied. For approved sites, the Company shall agree to 
conditions and proceed to Stage 3. For sites denied, the Company will be notified and must 
resubmit the Small Cell Written Request for Specific Potential Site Application. 
7.9.3 
Stage 3: Submittal of Plans and Specifications. The Company shall submit 
an application with the required number of plan sets for construction of the site (i.e. drawings, 
details, notes, etc.). Upon receipt of the application and plans, the City will conduct a technical 
review. Upon completion of the technical review, the plans will be approved and signed by the 
City, or plans will be returned for additional modifications. If additional modifications or corrections 
are required, the Company will be notified and must resubmit the plans after the modifications 
have been made. Final plans must show all surface finishes and treatments, finished elevations, 
general internal and external design (including without limitation colors, textures and materials), 
mechanical, communications, electrical, plumbing and other utility systems, building materials, 
landscaping and all other elements necessary prior to final working construction documents and 
showing compliance with all requirements of this Notice. 
7.9.4 
Stage 4: Submittal of LOG/Bond and Insurance and Issuance of Revocable 
ROW Permit. Following the approval of the plans and specifications for construction of the site, 
the Company or Contractor must obtain a revocable permit to work in the ROW. The Company or 
Contractor shall complete the permit application and submit to the Engineering counter along with 
all necessary items, including but not limited to, the letter of credit or bond and certificate of 
insurance (refer to the permit application checklist). Upon approval of the letter of credit or bond, 
the City will issue the revocable permit. 
7.10 
Approval Process. The following procedure shall govern Company's submission to 
City of all plans for Company's Improvements, including any proposed changes by Company to 
previously approved plans: 
7.10.1 
All plans Company submits under this Notice shall show design, 
appearance, capacity, views and other information reasonably deemed necessary by City for a 
complete understanding of the work proposed, all in detail reasonably deemed appropriate by 
City for the level of plans required by this Notice. 
7.10.2 All construction plans shall be prepared by a qualified engineer registered 
in the State of Arizona and acceptable to City. 
7.10.3 All City plan reviews, inspections, standards and other rights and actions 
with relation to Company's improvements are for City's sole and exclusive benefit and neither 
Company nor any other person shall rely thereon or have any rights related thereto. 
7.10.4 City and Company shall endeavor to resolve design and construction 
issues to their mutual satisfaction but, in the event of an impasse for any reason or however 
arising, in light of City's ownership and other uses of the Site Areas, and as a condition of City's 
entering into this Notice, final decision authority regarding all design and construction issues shall 
rest with City to the extent consistent with applicable law. 
7.10.5 All Company's improvements shall comply with all requirements of law, 
any applicable insurance contracts and this Notice. 
Page 20 of 44

7.11 
Cost of Company Improvements. All Company's Improvements shall be designed 
and constructed by Company at Company's sole cost and expense, including without limitation 
any alteration or other change to City's equipment or other improvements or personality that may 
occur pursuant to this Notice. In no event, including without limitation termination of this Notice for 
any reason, shall City be obligated to compensate Company in any manner for any of Company's 
improvements or other work provided by Company during or related to this Notice. Company shall 
timely pay for all labor, materials, work, and all professional and other services related thereto 
and shall pay, protect, indemnify, defend and hold harmless City and City's employees, officers, 
contractors and agents against all claims related to such items. Company shall bear the cost of 
all work required from time to time to cause the Site Areas and City's adjoining property (if directly 
affected by Company's work) to comply with the Americans with Disabilities Act, building codes 
and all similar rules, regulations and other laws if such work is required because of work performed 
by Company, by Company's use of the Site Areas, or by any exercise of the rights granted to 
Company under this Notice. 
7.12 
Improvement Quality. Any and all work performed on the Site Areas by Company 
shall be performed in a workman-like manner meeting or exceeding the best practices of similar 
facilities in Maricopa County, Arizona, and shall be diligently pursued to completion and in 
conformance with all building codes and similar rules. All of Company's improvements shall be 
high quality, safe, fire resistant, modern in design, and attractive in appearance, all as approved 
by City through the plans approval processes described in this Notice in addition to any building 
code or other regulatory processes that may apply. Company's improvements shall not be 
deemed complete until so certified in writing to City by the architect or engineer who designed the 
Company's Improvements. 
7.13 
Ownership of Company's Improvements. All Company's improvements (including 
without limitation poles and lights) except the Wireless Communications Equipment shall be and 
become part of the real property of City "brick by brick" as constructed or installed. 
7.14 
Damage During Work. Upon performing any work upon the ROW, Company shall 
simultaneously restore the ROW to its prior condition, as directed by City and repair any holes, 
mounting surfaces or other damage whatsoever to the ROW. Such work shall include revegetation 
and appropriate irrigation systems for revegetated areas. If Company damages or disturbs the 
surface or subsurface of any ROW, easement or adjoining property or any Municipal Facility, or 
public improvement, in the exercise of the rights granted by this Notice, Company will promptly, 
at its own expense, and in a manner acceptable to the City, repair the damage or disturbance. 
7.15 
Emergency Response. Company shall provide emergency response services for 
all of its sites 24 hours a day, 7 days a week. In the event that poles, ground equipment or 
surrounding walls/fences are knocked down, damaged and/or debris scattered in the ROW, 
easements, sidewalks/trails or streets due to accidents, storms or other natural disasters, 
Company shall comply with the following procedures: 
7.15.1 
The El Mirage Police Department is notified of the downed pole. 
7.15.2 The El Mirage Police Department calls Company's emergency number, 
(888) 632 - 0931, and contacts the City's Public Works-Utility Department. 
7.15.3 Company's operations personnel and City's operations personnel shall be 
on site within 1 hour of being notified of the downed pole. 
Page 21 of 44

7.15.4 The first party to arrive on site will be responsible for setting up traffic 
control as needed. 
7.15.5 If Company personnel are the first to arrive on site, they will open the 
power pedestal and turn off the breaker. 
7.15.6 If City's operations personnel are the first to arrive on site, they will cut the 
lock on the power pedestal and turn off the breaker and/or cut the coaxial cable. 
7.15.7 Once power is disconnected from the site, Company or City will clean up 
all debris from the site and relocate the downed pole and/or damaged ground equipment to a safe 
location until it can be removed from the site. 
7.15.8 If a downed pole is in the front yard or blocking sidewalks, Company shall 
remove the pole and all appurtenances from the site by the next business day. 
7.15.9 Company shall notify APS of potential damage to the electrical system. 
7.15.10 If Company is not able to restore the site within three (3) business days 
(Monday through Friday), Company shall install a standard City streetlight. 
7.15.11 Company shall comply with all City requirements for bonding, insurance, 
and permits. 
7.16 
Replacement Poles. If City approves a Company proposal to install Antennas on 
a City-owned pole, then in addition to the other requirements of this Notice the following shall 
apply: 
7.16.1 
During the term of this agreement, Company shall always have on hand, 
at their sole cost, at least two (2) replacement streetlight poles. 
7.16.2 If City uses a replacement pole, then Company shall provide another 
replacement pole. Streetlights shall be provided within three (3) weeks. Traffic signal poles shall 
be provided the same day. 
7.16.3 In the event that a replacement is not available, the City may replace such 
pole; however, such pole may not be able to support Company's equipment. 
7.16.4 All performance under this paragraph shall be at Company's expense. City 
owns the original pole and all replacement poles. 
7.16.5 This paragraph does not diminish the plans approval or any other 
requirement of this Notice. 
7.17 
Permits. The Site Area is located in the City's ROW. Company shall obtain from 
the City all required licenses and permits for construction or removal, and other approvals required 
by all applicable laws, rules and regulations. 
7.17.1 
Company shall perform no construction work in the ROW without obtaining 
through normal processes from City a permit giving permission to work in the ROW. 
Page 22 of 44

7.17.2 Company shall not alter or perform any work to City's improvements 
without first obtaining through normal process from City a permit giving permission to alter City's 
improvements. 
7.17.3 Company shall not in anyway obstruct pedestrian or vehicular traffic within 
the ROW without first obtaining through normal processes from City a permit giving permission to 
obstruct traffic. 
7.18 
Time for Completion. Company shall diligently and expeditiously pursue to 
completion the construction of all approved Company's Improvements. Company shall complete 
construction of all of other Company's Improvements no later than one hundred eighty days (180) 
of permit issuance unless City and Company agree to extend this period or a delay is caused by 
a lack of commercial power at the site. If City, in its sole examination of the construction activity 
at a site, determines that Company has not substantially performed construction at a site within 
one hundred eighty days (180) of the permit issuance date, may require the Company to cease 
construction and resubmit the site for approval. 
7 .19 
Work Time and Manner Restrictions. All installation, construction, maintenance, 
inspection, repair and other work of any kind shall be done in a manner that does not disrupt traffic 
(except in compliance with appropriate permits) or nearby land uses. Without limitation, such work 
shall be done in compliance with applicable City policies and directions from time to time, taking 
into account the various sensitivities of traffic, tourism, events, adjoining land uses, other ROW 
uses, and all other needs and concerns that are likely to be affected by Company's work. 
7.20 
Work Restriction Waivers. City shall have authority but not an obligation to grant 
written exceptions to the provisions of this Notice that limit the days or times during which 
Company may conduct work. 
VIII. 
PUBLIC NOTIFICATION 
8. Public Notification. Company shall notify all adjacent property owners of a proposed Small 
Cell Wireless Facility. Such notice shall be by mail or hand delivered and shall include: the project 
location, address, general description, equipment dimensions, Company contact information, and 
a construction schedule. Company shall provide to the City a copy of the notification before 
beginning construction. 
IX. 
SAFETY PROGRAM 
9. Safety Program. As City and its employees, agents, and representatives must have 
uninterrupted and safe access to the ROW and all structures located thereon, Company must 
comply with at least one of the following safety protocols: 
9.1 
Participate in a City RF Safety Program (the "City's Safety Program"), enrollment 
in which shall include: 
9.1.1 
A one-time contribution to the City of two (2) RF personal monitors, as 
specified below, for monitoring radio frequency emissions from Company facilities during the 
repair and maintenance of City's facilities and ROW. The RF personal monitors shall be delivered 
to the City Engineer within 60 days of the issuance date of the first permit for a Small Wireless 
Facility issued to Company.a 
Page 23 of 44

9.1.1.1 The RF personal monitor shall be a new manufactured with full original 
manufacturer's warranty NARDA (2271/101) -
Nardalert S3 Personal & Area Monitor or 
equivalent device that is approved by the City. 
9.1.1.2 Company shall provide for each Nardalert S3 Personal & Area Monitor, a 
protective silicon or rubberized cover, and a case to store and carry the device. 
9.1.2 An annual contribution of two thousand five hundred dollars ($2,500.00) for 
third-party training of City employees who will work on poles that have a Wireless Facility and for 
the ongoing operation-including the annual recertification training of City employees, test set 
calibration, and test set maintenance and repair-of the City's Safety Program ("Annual 
Contribution"). 
9.1.2.1 
The first Annual Contribution, payable to the City of El Mirage, 
shall be delivered or transferred as directed by the City Engineer within 60 days of the issuance of 
the first permit for a Small Wireless Facility issued to Company. 
9.1.2.2 
Each Annual Contribution thereafter shall be made payable to the 
City of El Mirage as directed by the City Engineer on or before the anniversary date of the issuance 
date of the first permit for a Small Wireless Facility issued to Company. 
9.1.3 
On each five (5) year interval of the issuance date of the first permit to 
install a Small Wireless Facility in the City, Company shall provide the City with one (1) additional 
RF personal monitor that meets or exceeds the requirement in Sections 9.1.1.1 and 9.1.1.2 that 
the City must approve prior to purchase. 
9.1.4 
Prior to performing any work on a wireless site in the ROW, the City's 
employee will contact the Network Operations Center (the "NOC") whose information shall be 
located on the ground equipment or on the pole. The City's employee shall identify himself or 
herself as an employee of the City and needs the RF to be turned off at the site for a specified 
period to perform maintenance or repair work at the site. Upon completion of the work, the City's 
employee shall contact the NOC and inform them that the site may activate the RF signals. 
9.2 Provide access to a "kill switch" for each Small Wireless Facility that the City's 
employees, agents, or representatives can use to turn off all power to the City's Company's 
facilities while City's work is performed at the location. 
9.3 Within twenty four (24) hours of a request, agree to send a technician with an RF 
monitor to confirm that all RF emitting equipment has, in fact, been deactivated, and to install all 
appropriate lockout tags and devices. 
X. MAINTENANCE AND UTILITIES 
10. Maintenance and Utilities. Except as expressly provided below, Company shall be solely 
responsible for all maintenance, repair and utilities for the Site Areas during the term of this Notice. 
Without limitation, Company shall perform the following: 
10.1 
Maintenance by City. City has no maintenance or repair obligations for the 
Wireless Communications Equipment or other Company!s improvements. However, City is 
responsible (through APS) for streetlight maintenance and repair. If City or APS are required to 
Page 24 of 44

undertake maintenance or repair on a streetlight upon which Company has Wireless 
Communications Equipment, the following procedures shall apply: 
10.1.1 
City or APS will contact Company two (2) hours before the planned access 
to the streetlight. 
10.1.2 Within two (2) hours, Company will dispatch a technician to the site. 
10.1.3 Company's technician will cut off power to the site. 
10.1.4 City or APS personnel will wear the RF monitor at all times when working 
around the Wireless Communications Equipment. 
10.1.5 Once the repair/maintenance of the streetlight is complete, Company's 
technician will restore power to the site. 
10.2 
Maintenance by Company. Company shall at all times repair and maintain the Site 
Areas at Company's sole expense in a first-class, sound, clean, safe and attractive manner, 
meeting or exceeding the manner of maintenance at first class comparable facilities in Maricopa 
County, Arizona, as determined in City's discretion. The preceding sentence does not require 
Company to repair or maintain City's facilities at the License Area unless such work is attributable 
in whole or in part to Company's use of the Site Areas. 
10.3 
Utility Service. Company shall contract for and pay all charges, fees, deposits and 
other amounts for electricity and telephone and other data communication service to the Site 
Areas at the rates applicable thereto. Company shall use no other utilities at the Site Areas. 
10.4 
Utility Interruptions. City is not responsible for any interruption of utilities to or upon 
the Site Areas or other difficulties related to utilities at the Site Areas. 
10.5 
Right of Inspection. City shall be entitled to inspect all construction, reconstruction 
or installation work and to make such tests as it deems necessary to ensure compliance with the 
terms of this Notice, the City Code, or other Cable and Telecommunications Laws. All City plan 
reviews, inspections, standards and other rights and actions with relation to Company's 
improvements are for City's sole and exclusive benefit and neither Company nor any other person 
shall rely thereon or have any rights related thereto. The preceding sentence does not prevent 
Company from relying on consents, permits or approvals City may grant based on City's plans, 
reviews, and inspections. This right of access is in addition to access rights for City inspectors or 
other employees and officers acting within their legal authority. 
10.6 
Identification. All Company employees, contractors and subcontractors shall wear 
on their clothing a clearly visible identification card bearing their name and photograph and 
Company's logo or name. Company shall account for all Company issued identification cards at 
all times. Every service vehicle of Company, its contractors or subcontractors shall be clearly 
identified as such to the public. Company vehicles shall have Company's logo plainly visible. 
Vehicles 
of contractors 
and 
subcontractors working 
for 
Company 
shall 
have the 
contractor's/subcontractor's name plus markings (such as magnetic door signs) indicating they 
are under contract to Company. 
10.7 
Annual Maintenance Permit. Company shall obtain an annual maintenance permit 
from City prior to performing any maintenance activities at the Site Areas. 
Page 25 of 44

10.8 
AZ811/Blue Stake. Company shall register with and comply with AZ811 (Blue 
Stake). 
XI. BREACH BY COMPANY 
11. Breach by Company. Company shall comply with, perform and do each performance and act 
required of Company herein and shall cause all persons using the Site Areas through or under 
Company or this Notice to do the same. Company's failure to do so shall be a material breach by 
Company of this Notice. 
11.1 
Events of Default. This entire Notice is made upon the condition that each and 
every one of the following events shall be deemed an "Event of Default" by Company of 
Company's material obligations under this Notice: 
11.1.1 
If Company shall be in arrears in the payment of Use Fee and shall not 
cure such arrearage within ten (10) days after City has notified Company of such arrearage. 
11.1.2 If Company shall fail to operate the Wireless Communications Equipment 
(except during specific periods expressly excused by this Notice) for a period of thirty (30) 
consecutive days or a total of sixty (60) days within any twelve ( 12) month period. 
11.1.3 If Company shall fail to maintain any insurance required by this Notice. 
Notwithstanding the preceding sentence, such failure shall not be a default if within thirty (30) 
business days after notice from City; Company provides to City the required insurance and the 
required evidence thereof. Such insurance must cover the past for a period adequate that there 
is no gap in the insurance coverage required by this Notice. 
11.1.4 If Company does not commence and diligently pursue to completion each 
required stage of construction of the Project within the times required by this Notice. The times 
specified for concluding each stage of required construction have been established far enough in 
advance, and have taken into account the likelihood of construction delays, so that no cure period 
is provided. 
11.1.5 If Company shall be the subject of a voluntary or involuntary bankruptcy, 
receivership, insolvency or similar proceeding or if any assignment of any of Company's or such 
other person's property shall be made for the benefit of creditors or if Company or such other 
person dies or is not regularly paying its debts as they come due (collectively a "Company 
Insolvency"). 
11.1.6 If the issuer of any letter of credit shall fail for any reason to timely and fully 
honor any request by City for funds or other performance under the instrument and Company fails 
to cause the issuer to or some other person to honor the request within thirty (30) days after City 
notifies Company that such request has not been honored. 
11.1.7 If Company shall fail to obtain or maintain any licenses, permits, or other 
governmental approvals pertaining to the ROW or timely pay any taxes pertaining to the ROW 
and shall not cure such failure within thirty (30) days. 
11.1.8 If City shall be exposed to any liability, obligation, damage, cost, expense, 
or other claim of any description, related to this Notice, whether or not asserted, unless Company 
gives immediate notice to City of Company's commitment to indemnify, defend and hold City 
Page 26 of 44

harmless against such claim and, Company delivers to City with said notice bonds or other 
financial security in City's reasonable discretion adequate to assure that Company will indemnify, 
defend and hold City harmless against such claim and adequate to protect City and the Site Areas 
from adverse consequences of such claim. 
11.1.9 If Company shall fail to meet its obligations under the Safety Paragraph., 
Section 2.13.1 0 herein. 
11.1.10 If Company shall engage in a pattern of repeated failure (or neglect) to 
timely do, perform, or observe any provision contained herein. After City has once given notice of 
any failure by Company to comply with any provision of this Notice, the following shall constitute 
a repeated failure by Company to comply with such provision: 
11.1.10.1 
Another failure to comply with any provision of this Notice during 
the following thirty (30) day period. 
11.1.10.2 Three (3) or more failures to comply with any provision of this 
Notice during any ninety (90) day period. 
11.1.10.3 Six (6) or more failures to comply with any provision of this Notice 
during any twelve (12) month period. 
11.1.11 If Company shall fail to or neglect to timely and completely do or perform 
or observe any other provisions contained herein and such failure or neglect shall continue for a 
period of thirty (30) days after City has notified Company in writing of such failure or neglect. 
11.2 
City's Remedies. Upon the occurrence of any Event of Default or at any time 
thereafter, City may, at its option and from time to time, exercise at Company's expense any or 
all or any combination of the following cumulative remedies in any order and repetitively at City's 
option: 
11.2.1 
Terminate this Notice. Termination of this Notice and site permits due to 
Company's breach or for any other reason does not terminate Company's obligations arising 
during the time simultaneous with or prior to or the termination, and in no way terminates any of 
Company's liability related to any breach of this Notice. 
11.2.2 Pay or perform, for Company's account, in Company's name, and at 
Company's expense, any or all payments or performances required hereunder to be paid or 
performed by Company. 
11.2.3 Abate at Company's expense any violation of this Notice. 
11.2.4 Notwithstanding anything in this Notice to the contrary, and subject to a 
reasonable opportunity to cure any alleged default, unilaterally and without Company's or any 
other person's consent or approval, draw upon, withdraw or otherwise realize upon or obtain the 
value of any letter of credit, escrowed funds, insurance policies, or other deposits, sureties, bonds 
or other funds or security held by City or pledged or otherwise obligated to City by Company or 
by any third party (whether or not specifically mentioned herein) and use the proceeds for any 
remedy permitted by this Notice. 
11.2.5 Suspend City's performance of this Notice while an Event of Default exists. 
Page 27 of 44

11.2.6 Unless City terminates this Notice, insist upon Company's full and faithful 
performance under this Notice and upon Company's full and timely payment of all amounts as 
they come due during the entire remaining term of this Notice. 
11.2.7 Require an additional security deposit adequate in City's sole discretion to 
protect City and the ROW. 
11.2.8 Assert, exercise or otherwise pursue at Company's expense any and all 
other rights or remedies, legal or equitable, to which City may be entitled, subject only to the 
limitation set our below on City's ability to collect money damages in light of the Violation Use Fee. 
11.3 
Violation Use Fee. In lieu of certain money damages (the "Inconvenience Costs") 
set out below, the following shall apply to Company's violation of certain limited requirements of 
this Notice (the "Violation Fee Provisions"): 
11.3.1 
The Inconvenience Costs are the money damages that City suffers in the 
form of administrative cost and inconvenience, disharmony among Competing Users, and general 
inconvenience in ROW use by City, Competing Users and the public when Company fails to 
comply with the Violation Fee Provisions. 
11.3.2 Company's failure to comply with Violation Fee Provisions will result in 
Inconvenience Costs in an amount that is and will be impracticable to determine. Therefore, the 
parties have agreed that, in lieu of Company paying to City as damages the actual amount of the 
Inconvenience Costs for violating the Violation Fee Provisions, Company shall pay Violation Use 
Fee. 
11.3.3 Violation Use Fee is only intended to remedy Inconvenience Costs that 
City suffers because of Company's breach of the Violation Fee Provisions. Company's payment 
of Violation Use Fee does not in any way excuse any breach by Company of this Notice or limit 
in any way Company's obtaining any other legal or equitable remedy provided by this Notice or 
otherwise or such breach. For example, Company's obligation to pay Violation Use Fee foes not 
in any way detract from Company's indemnity and insurance obligations under this Notice, which 
shall apply according to their terms in addition to Company's obligations to pay Violation Use Fee. 
11.3.4 Company may elect to draw upon the letter of credit or bond to collect the 
Violation Use Fee. 
11.3.5 The Violation Fee Provisions and the amount of the Violation Use Fee per 
day or part thereof are as follows: 
11.3.5.1 
The amount of Six Hundred Dollars ($600.00) per day for 
Company's failure to properly restore the public ROW or to correct related violations of specifications, 
code, ordinance or standards within ten (10) business days after City's notice to correct such defect. 
Such Violation Use Fee shall be in addition to any cost the City may incur to restore the ROW or 
correct the violation. 
11.3.5.2 
The amount of Two Hundred Fifty ($250.00) per day for each 
failure to make Company's books and records available as required by this Notice. 
Page 28 of 44

11.3.5.3 
The amount of Five Hundred Dollars ($500.00) per instance of 
any other action or non-action by the Company contrary to this Notice that causes Inconvenience 
Costs and that is not cured after three (3) business days of notice. 
11.3.6 Violation Use Fees shall be assessed as follows: 
11.3.6.1 
If City determines that Company is liable for Violation Use Fee, 
then City shall issue to Company a notice of City's assessing a Violation Use Fee. The notice shall 
set forth the nature of the violation and the amount of the assessment. 
11.3.6.2 
Company shall pay the Violation Use Fee within ten (10) days 
after City's notice. However, if the Violation Use Fee amount exceeds Five Thousand Dollars 
($5,000.00), then the following shall apply: 
11.3.6.2.1 Company shall have thirty (30) days after the notice to pay 
the Violation Use Fee or give City notice contesting the assertion of noncompliance. 
11.3.6.2.2 If Company fails to respond to the notice, Company shall 
pay the Violation Use Fee. Otherwise, City shall schedule a public hearing to investigate whether the 
Violation Use Fee is properly assessed. City shall provide Company at least ten (10) days notice of 
such hearing, which shall specify the time, place and purpose of the hearing. At the hearing, 
Company shall be provided an opportunity to be heard and present evidence. If the result of the 
hearing is that Company is liable for Violation Use Fee, then the Violation Use Fee is due ten (10) 
days after the hearing decision is announced. 
11.4 
Non-waiver. Company acknowledges Company's unconditional obligation to 
comply with this Notice. No failure by City to demand any performance required of Company 
under this Notice, and no acceptance by City of any imperfect or partial performances under this 
Notice, shall excuse such performance or impair in any way City's ability to insist, prospectively 
and retroactively, upon full compliance with this Notice. No acceptance by City of Use Fee 
payments or other performances hereunder shall be deemed a compromise or settlement of any 
right City may have for additional, different or further payments or performances as provided for 
in this Notice. Any waiver by City of any breach of condition or covenant herein contained to be 
kept and performed by Company shall not be deemed or considered as a continuing waiver and 
shall not operate to bar or otherwise prevent City from declaring a default for any breach or 
succeeding or continuing breach either of the same condition or covenant or otherwise. No 
statement, bill or notice by City or Company concerning payments or other performances due 
hereunder, or failure by City to demand any performance hereunder, shall excuse Company from 
compliance with this Notice nor stop City (or otherwise impair City's ability) to at any time correct 
such notice and/or insist prospectively and retroactively upon full compliance with this Notice. No 
waiver of any description (INCLUDING ANY WAIVER OF THIS SENTENCE OR PARAGRAPH) 
shall be effective against City unless made in writing by a duly authorized representative of City 
specifically identifying the particular provision being waived and specifically stating the scope of 
the waiver. COMPANY EXPRESSLY DISCLAIMS AND SHALL NOT HAVE THE RIGHT TO 
RELY ON ANY SUPPOSED WAIVER OR OTHER CHANGE OR MODIFICATION, WHETHER 
BY WORD OR CONDUCT OR OTHERWISE, NOT CONFORMING TO THIS PARAGRAPH. 
11.5 
Reimbursement of City's Expenses. Company shall pay to City within thirty (30) 
days after City's demand any and all amounts expended or incurred by City in performing 
Company's obligations (upon Company's failure to perform the same after notice from City) 
Page 29 of 44

together with interest thereon at the rate often percent (10%) per annum from the date expended 
or incurred by City. 
11.6 
Inspection. City shall have access to all portions of the Site Areas at all times for 
the purpose of examining, inspecting, evaluating, planning, repairing, designing, maintaining or 
showing the Site Areas or exercising City's other rights hereunder. Company shall promptly 
undertake appropriate action to rectify any deficiency (identified by City during such inspections 
or otherwise) in Company's compliance with this Notice. This paragraph does not limit City's other 
rights of access to the Site Areas elsewhere in this Notice or otherwise. This right of access is in 
addition to access rights for City inspectors or other employees and officers acting within their 
legal authority. 
11.7 
Breach by City. Notwithstanding anything in this Notice to the contrary, if City at 
any time is required to pay to Company any amount or render any performance, such amount or 
performance is not due until thirty (30) days after notice by Company to City that the amount has 
become payable or that the performance is due. In the event a cure cannot be effected during 
that period, City shall not be in default so long as City commences cure during the period and 
diligently prosecutes the cure to completion provided such cure must be completed within sixty 
(60) days after the notice. 
11.8 
Right to Setoff and Credit. In addition to its other rights and remedies City shall 
have the right to setoff and credit from time to time and at any time, any and all amounts due from 
Company to City, whether pursuant to this Notice herein or otherwise, against any sum which 
may be due from City to Company. 
XII. 
TERMINATION 
12. Rights at Termination. The following provisions shall apply at the expiration of the term hereof 
or upon any other termination of this Notice: 
12.1 
Surviving Obligations. Expiration of this Notice (or termination of this Notice due to 
an Event of Default or any other reason) does not terminate Company's obligations existing or 
arising prior to or simultaneous with, or attributable to, the termination or events leading to or 
occurring before termination. 
12.2 
Delivery of Possession. Company shall cease using the Site Areas. Company shall 
without demand, peaceably and quietly quit and deliver up the Site Areas to City thoroughly 
cleaned, in good repair with the Site Areas maintained and repaired and in as good order and 
condition, reasonable use and wear excepted, as the Site Areas now are or in such better 
condition as the Site Areas may hereafter be placed. 
12.3 
Confirmation of Termination. Upon expiration or termination of this Notice for any 
reason, Company shall provide to City upon demand recordable disclaimers covering the Site 
Areas executed and acknowledged by Company and by all persons claiming through this Notice 
or Company any interest in or right to use the Site Areas. 
12.4 
Removal of Improvements. Company shall remove all Wireless Communications 
Equipment and restore the Site Areas to its prior condition, or to a condition matching City's 
surrounding land and improvements, as directed by City, at Company's expense prior to normal 
expiration of the term of this Notice or within thirty (30) days; after termination of this Notice for 
any other reason whatsoever. Without limitation, such work shall include revegetation and 
Page 30 of 44

appropriate irrigation systems for revegetated areas. Notwithstanding anything in this Notice to 
the contrary, City may elect to require Company to leave any or all construction or other items 
(except the Wireless Communications Equipment) in place, and all such items shall be owned by 
City. Unless City directs otherwise, all wiring, pipes and conduits shall be left in good and safe 
condition, in working order, with each end properly labeled and enclosed in proper junction boxes. 
12.5 
Prior Improvements. This article also applies to any improvements that Company 
may have made to the Site Areas prior to this Notice. 
XIII. 
INDEMNITY AND INSURANCE 
13. Insurance Responsibility. During the entire term of this Notice, Company shall insure its property 
and activities at and about the Site Areas and shall provide insurance and indemnification as follows: 
13.1 
Insurance Required. Not later than the date of this Notice, and at all times 
thereafter when Company is occupying or using the Site Areas in any way, Company shall obtain 
and cause to be in force and effect the following insurance: 
13.1.1 
Commercial General Liability. Commercial general liability insurance with 
a limit of Ten Million and No/100 Dollars ($10,000,000.00) for each occurrence, a limit of Ten 
Million and No/100 Dollars ($10,000,000.00) for products and completed operations annual 
aggregate, and a limit of Ten Million and No/100 Dollars ($10,000,000.00) general aggregate limit 
per policy year. The policy shall cover liability arising from premises, operations, independent 
contractors, products, completed operations, personal injury, bodily injury, advertising injury, and 
liability assumed under an "insured contract" including this Notice. The policy will cover 
Company's liability under the indemnity provisions of this Notice. The policy shall contain a 
"separation of insureds" clause. 
13.1.2 Automobile Liability. Automobile liability insurance with a limit of One 
Million Dollars ($1,000,000) for each occurrence covering any and all owned, hired, and non-
owned vehicles assigned to or used in any way in connection with Company's use of the ROW. 
Without limitation, such insurance shall cover hazards of motor vehicle use for loading and off-
loading. 
13.1.3 Workers' Compensation. Such workers' compensation and similar 
insurance as is required by law and employer's liability insurance with a minimum limit of One 
Hundred Thousand Dollars ($100,000) for each accident, One Hundred Thousand Dollars 
($100,000) disease for each employee, Five Hundred Thousand Dollars ($500,000) policy limit 
for disease. All contractors and subcontractors must provide like insurance. 
13.1.4 Special Risk Property. Unless waived by City in writing, all risk property 
insurance covering damage to or destruction of all real and personal improvements to the ROW, 
including without limitation, all improvements existing upon the ROW prior to this Notice or 
hereafter constructed in an amount equal to full replacement cost of all such improvements. Such 
insurance shall be special causes of loss policy form (minimally including perils of fire, lightning, 
explosion, windstorm, hail, smoke, aircraft, vehicles, riot, civil commotion, theft, vandalism, 
malicious mischief, collapse and flood). Coverage shall include pollutant clean up and removal 
with minimum limits coverage of Fifty-Thousand Dollars ($50,000.00). This requirement may be 
partially or wholly self-insured. 
Page 31 of 44

13.2 
Policy Limit Escalation. City may elect by notice to Company to reasonably 
increase the amount of any insurance to account for inflation, changes in risk, or any other factor 
that City reasonably determines to affect the prudent amount of insurance to be provided. 
13.3 
Form of All Insurance. All required insurance provided by Company with respect 
to the ROW, whether required by this Notice or not, shall meet the following requirements: 
13.3.1 
"Occurrence" coverage is required. 
13.3.2 If Company uses any excess insurance then such excess insurance shall 
be "follow form" or equal to or broader in coverage than the required underlying insurance. 
13.3.3 Policies must also cover and insure Company's activities relating to the 
business operations and activities conducted away from the ROW. 
13.3.4 Within five (5) business days of receiving a written request from the City, 
Company shall provide copies of insurance certificates, insurance policies, formal endorsements 
or other documentation acceptable to City that all insurance coverage required by this Notice is 
provided. 
13.3.5 Company's required insurance shall be primary insurance with respect to 
claims arising out of Company's operations, activities and obligations under this Notice. 
13.3.6 All required policies, including workers' compensation, shall waive transfer 
rights of recovery (subrogation) against City, and the other Additional Insureds. 
13.3. 7 All deductibles, retentions, or "self-insured" amounts shall be subject to 
the following: 
13.3.7.1 
Company shall be solely responsible for any self-insurance 
amount or deductible. 
13.3.7.2 
Such amounts shall not exceed in total One Hundred Thousand 
Dollars ($100,000.00) per loss. At such times as Company's net worth is more than One Hundred 
Million Dollars ($100,000,000.00), such limit shall be One Million and No/100 Dollars 
($1,000,000.00). 
13.3.7.3 
Any self-insured exposure shall be deemed to be an insured risk 
under this Notice. 
13.3. 7.4 
Company shall provide to the beneficiaries of all such amounts no 
less insurance protection than if such self-insured portion was fully insured by an insurance company 
of the quality and caliber required hereunder. 
13.3.7.5 
The right to self-insure is limited and specific to Company and 
does not extend to Company's contractors or others. 
13.3.8 The required general liability and automobile liability must name City and 
the other Additional Insureds as additional insureds. Company shall cause coverage for Additional 
Insureds to be incorporated into each insurance policy by endorsement or standard policy 
Page 32 of 44

provision with respect to claims arising out of Company's operations, activities and obligations 
under this Notice. 
13.3.9 All required policies must require the insurer to provide City with at least 
thirty (30) days prior notice of any cancellation. The insurer's duty to notify City of changes in 
coverage shall not include phrases such as "endeavor to" or "but failure to mail such notice shall 
impose no obligation or liability of any kind upon the Company, its agents or representatives." 
13.3.10 All required policies shall require that notices be given to City in the 
manner specified for notices to City under this Notice. 
13.3.11 Insurance policies that Company provides under this Notice may also cover 
one or more sites, but the policy limits must be established in a manner that all coverages and 
coverage limits required by this Notice will be provided as required by this Notice regardless of claims 
that may be made with respect to the sites. 
13.4 
Insurance Certificates. Company shall evidence all insurance by furnishing to City 
certificates of insurance annually and with each change in insurance coverage. Certificates must 
evidence that the policy described by the Certificate is in full force and effect and that the policy 
satisfies each requirement of this Notice applicable to the policy. For example, certificates must 
evidence that City and the other Additional Insureds are additional insureds. Certificates must 
also be in an industry standard form reasonably acceptable to City. Company shall provide 
updated certificates to City's request. 
13.5 
Acceptable Insurers. All insurance policies shall be issued by insurers reasonably 
acceptable to City. At a minimum, all insurers shall be duly licensed (or qualified unlicensed non-
admitted insurer) by the State of Arizona, Department of Insurance. At a minimum, all insurers 
shall have and maintain an A.M. Best, Inc. rating of B++ 6. 
13.6 
No Representation of Coverage Adequacy. By requiring insurance herein, City 
does not represent that coverage and limits will be adequate to protect Company. City reserves 
the right to review any and all of the insurance policies and/or endorsements cited in this Notice 
but has no obligation to do so. Failure to demand such evidence of full compliance with the 
insurance requirements set forth in this Notice or failure to identify any insurance deficiency shall 
not relieve Company from, nor be construed or deemed a waiver of, Company's obligation to 
maintain the required insurance at all times. 
13.7 
Indemnity. In addition to all other indemnities and other obligations hereunder, to 
the fullest extent permitted by law, throughout the term of this Notice and until all obligations and 
performances under or related to this Notice are satisfied and all matters described in this 
paragraph are completely resolved, Company (and all other persons using, acting, working or 
claiming through or for Company or this Notice (if they or their subcontractor, employee or other 
person or entity hired or directed by them participated in any way in causing the claim in question) 
shall jointly and severally indemnify, defend and hold harmless City and all other Additional 
Insureds for, from and against any and all claims or harm related to Company's use of the ROW 
or the rights granted to Company with respect to the ROW or Company's exercise of its rights 
under this Notice (the "Indemnity"). Without limitation, the Indemnity shall include and apply to 
any and all allegations, demands, judgments, assessments, taxes, impositions, expenses, 
proceedings, liabilities, obligations, suits, actions, claims (including without limitation claims of 
personal injury, bodily injury, sickness, disease, death, property damage, destruction, loss of use, 
financial harm, or other impairment), damages, losses, expenses, penalties, fines or other matters 
Page 33 of 44

(together with all attorney fees, court costs, and the cost of appellate proceedings and all other 
costs and expenses of litigation or resolving the claim) that may arise in any manner out of any 
use of the ROW or other property pursuant to this Notice or any actions, acts, errors, mistakes or 
omissions relating to work or services in the performance of or related to this Notice, including 
without limitation any injury or damages or cause of action claimed or caused by any employees, 
contractors, subcontractors, tenants, subtenants, agents or other persons upon or using the ROW 
or surrounding areas related to Company's exercise of its rights under this Notice, including 
without limitation, claims, liability, harm or damages caused in part by City or any other Additional 
Insured or anyone for whose mistakes, errors, omissions or negligence Company or City may be 
liable. As a condition to City's executing this Notice, Company specifically agrees that to the extent 
any provision of this paragraph is not fully enforceable against Company for any reason 
whatsoever, this paragraph shall be deemed automatically reformed to the minimal extent 
necessary to cause it to be enforceable to the fullest extent permitted by law. The Indemnity shall 
also include and apply to any environmental injury, personal injury or other liability relating to 
Company's use of real property under this Notice. Notwithstanding the foregoing, the Indemnity 
does not apply to: 
13.7.1 
Claims arising only from the sole negligence or intentionally wrongful acts 
of City. 
13.7.2 Claims that the law prohibits from being imposed upon the indemnitor. 
13.8 
Risk of Loss. Company assumes the risk of any and all loss, damage or claims 
related to Company's use of the ROW or other property of City, Company or third parties 
throughout the term hereof. Company shall be responsible for any and all damage to its property 
and equipment related to this Notice. 
13.9 
Insurance to be Provided by Others. Company shall cause its contractors or other 
persons occupying, working on or about, or using the ROW pursuant to this Notice to be covered 
by their own or Company's insurance as required by this Notice. The required policy limits for 
commercial general liability insurance provided by such persons shall be One Million Dollars 
($1,000,000) for each occurrence, One Million Dollars ($1,000,000) for products and completed 
operations annual aggregate, and Two Million Dollars ($2,000,000) general aggregate limit per 
policy year. This paragraph does not apply to persons who do not actually perform physical labor 
in the ROW (such as Company's consulting design engineers). 
V. 
CONDEMNATION 
14. Condemnation. The following shall govern any condemnation of any part of or interest in the Site 
Areas and any conveyance to City or another condemner in avoidance or settlement of 
condemnation or a threat of condemnation: 
14.1 
Termination for Condemnation. This Notice shall terminate on the date (the 
"Condemnation Date") that is the earlier of the date title vests in the condemner, or the date upon 
which the condemner is let into possession. Notwithstanding the foregoing, if City reasonably 
determines that the Site Areas continue to be suitable for Company to conduct the Permitted 
Uses, City may elect to cause this Notice to continue to remain in effect as to the part of the Site 
Areas not taken and the Use Fee shall not be reduced or abated. Nevertheless, if Company 
reasonably determines that the Site Areas are not suitable for Company to conduct the Permitted 
Uses, then this Notice shall terminate. 
Page 34 of 44

14.2 
Condemnation Proceeds. Company hereby assigns and transfers to City 
Company's entire interest in all condemnation damages, interest, severance damages, and any 
other payments or proceeds of any kind relating to the condemnation (collectively the 
"Condemnation Proceeds"). Company shall execute and deliver to City assignments or other 
instruments requested by City confirming such assignment and transfer. Company shall 
immediately pay to City any Condemnation Proceeds Company may receive. The Condemnation 
Proceeds shall not include relocation benefits, if any, awarded specifically to Company to cover 
expenses of relocating Company's business located at the Site Areas at the time of the 
condemnation, or any compensation specifically awarded to Company for any taking of the 
Wireless Communications Equipment itself. Any repair, relocation or similar costs relating to the 
Wireless Communications Equipment shall be borne by Company. 
14.3 
Power to Condemn. Company acknowledges that City and others from time to time 
may use the power to condemn the Site Areas or any interest therein or rights thereto. City has 
not relinquished any right of condemnation or eminent domain over the Site Areas. City does not 
warrant that City will not condemn the Site Areas during the term of this Notice, but City does not 
presently have intentions to condemn the Site Areas. 
XV. 
DAMAGE TO OR DESTRUCTION OF SITE AREAS 
15. Damage to or Destruction of the Site Areas. The following provisions shall govern damage to 
or destruction of the Site Areas by fire, flood, explosion, the elements, the public enemy, or other 
casualty (collectively "Casualty Damage"): 
15.1 
Damage to Company's Improvements. Company shall commence restoring the 
Casualty Damage to Company's Improvements within thirty (30) days after any Casualty Damage 
occurs. Company shall complete the restoration work within thirty (30) days after commencement. 
Such work shall be subject to the plans approval process and all other requirements for 
Company's Improvements. Company shall perform all restoration work at Company's sole cost 
and expense. 
15.2 
Monthly Restoration Work Report. Company shall provide to City no later than the 
tenth (10th) day of each month a written narrative report of the progress of the restoration work. 
XVI. 
COMPANY'S RECORDS 
16. Company's Records. During the entire term of this Notice, Company shall keep records and 
provide information to City as follows: 
16.1 
Scope of Information. Unless otherwise specified, all of Company's recordkeeping 
and disclosure obligations under this article are limited to the following (collectively the "Covered 
Information"): 
16.1.1 
The status of the construction, repair or restoration of Company 
Improvements. 
16.1.2 Information indicating whether City or Company is in compliance with this 
Notice. 
16.2 
Records Inspection. At Company's expense, Company shall: 
Page 35 of 44

16.2.1 
Permit and assist City and its representatives upon twenty-one (21) days 
notice to inspect, audit, and copy Company's records of Covered Information. 
16.2.2 Make 
the 
records 
of 
Covered 
Information 
(and 
reasonable 
accommodations for City's audit and inspection) available to City at Company's offices in 
Maricopa County, Arizona or another mutually agreeable location. 
16.2.3 Cause Company's employees and agents and accountants to give their 
full cooperation and assistance in connection with City's access to the Covered Information. 
16.3 
Record Retention. Company shall preserve records of the Covered Information in 
a secure place at Company's corporate headquarters in the continental United States for a period 
ending seven (7) years after the time period reported by the records. 
16.4 
Record Media Included. City's and Company's rights and obligations regarding the 
Covered Information apply regardless of the type of media, materials, or data repositories that 
may contain the Covered Information. City shall have access to Covered Information contained, 
without limitation, in records, books, papers, documents, recordings, computer data, contracts, 
logs, notes, ledgers, correspondence, reports, drawings, and memoranda, and any and all other 
sources, records and repositories of Covered Information. 
16.5 
Reports. Company shall deliver to City written reports (and, if requested by City, a 
presentation to City's governing council or designee) covering such Covered Information as City 
may request from time to time. City shall not request such reports more often than once in any 
twelve (12) month period. 
16.6 
Standards for Records. Company shall maintain a standard, modern system of 
recordkeeping for the Covered Information and shall keep and maintain proper and accurate 
books and other repositories of information relating to the Covered Information. 
XVII. 
COMPLIANCE WITH LAW 
17. Compliance with Law. Company shall perform its obligations under this Notice in accordance 
with all federal, state, county and local laws, ordinances, regulations or other rules or policies as are 
now in effect or as may hereafter be adopted or amended. Without limiting in any way the generality 
of the foregoing, Company shall comply with all and each of the following: 
17.1 
Applicability of Municipal Law. Without limitation, Company shall comply with 
municipal laws as follows: 
17.1.1 
Company acknowledges that this Notice does not constitute, and City has 
not promised or offered, any type of waiver of, or Notice to waive (or show any type of forbearance, 
priority or favoritism to Company with regard to) any law, ordinance, power regulation, tax, 
assessment or other legal requirement now or hereafter imposed by the City of El Mirage or any 
other governmental body upon or affecting Company, the Site Areas, or the ROW or Company's 
use of the Site Areas or the ROW. 
17.1.2 All of Company's obligations hereunder are in addition to, and cumulative 
upon (and not to any extent in substitution or satisfaction of), all existing or future laws and 
regulations applicable to Company. 
Page 36 of 44

17.1.3 City, by approving this Notice, cannot and has not relinquished or limited 
any right of condemnation or eminent domain over the ROW or any other property related to this 
Notice or within the ROW. 
17.1.4 This Notice cannot and does not impair City of El Mirage's power to enact, 
apply or enforce any laws or regulations, or exercise any governmental powers affecting in any 
way Company, the Site Areas, or the ROW. 
17.1.5 City's rights and remedies hereunder for Company's failure to comply with 
all applicable laws, supplement and are in addition to and do not replace otherwise existing 
powers of the City of El Mirage or any other governmental body. 
17.1.6 Company's rights hereunder are further subject to all present and future 
building restrictions, regulations, and all ordinances, resolutions, rules and orders of all bodies, 
bureaus, commissions and bodies of any municipal, county, state, or federal authority, now or 
hereafter having jurisdiction over the Site Areas or Company's use thereof. Company shall comply 
with all of the foregoing. 
17.2 
Radio Frequency Compliance Requirements. Company shall document, report 
and confirm its compliance with Federal Communications Commission ("FCC") Radio Frequency 
Exposure Guidelines (FCC OET Bulletin 65) and all other applicable radio frequency emissions 
laws and regulations in effect from time to time (collectively, the "FCC Rules") as follows: 
17.2.1 
Company shall cause its senior internal engineer responsible for 
compliance with the FCC Rules to deliver to City a written letter (the "RF Letter"), as follows: 
17.2.1.1 
The RF Letter shall attest that Company's operation of the 
Wireless Communications Equipment is in compliance with the FCC Rules. A statement from 
Company declaring exemption from reporting to FCC is not acceptable to comply with the 
requirement of this paragraph. 
17.2.2 Company shall maintain records of radio frequency measurements and 
Communications Equipment performance in accordance with the FCC Rules. 
17.2.3 Company shall also evidence and demonstrate its compliance with the 
FCC Rules in such manner and at such intervals as the City requests and other applicable laws 
and regulations may mandate. 
17.3 
Government Property Lease Excise Tax. Company shall be responsible for any 
and all property taxes and all government property lease excise taxes described in A.R.S. § 42-
6201 et seq. or similar laws in force from time to time. Pursuant to A.RS. § 42-6206, failure by 
Company to pay the taxes after notice and an opportunity to cure is an event of default that could 
result in divesting Company of any interest in or right of occupancy of the Site Areas. 
17.4 
Site Area Regulations. City reserves the right to adopt, amend and enforce against 
Company rules and regulations governing the operation of the ROW, including the Site Areas, 
Company's activities therein and thereon, and the public areas and facilities used by Company in 
connection therewith. 
17.5 
Taxes, Liens and Assessments. In addition to all other amounts herein provided 
and to the extent consistent with applicable law, Company shall pay, when the same become due 
Page 37 of 44

and payable, all taxes and general and special fees, charges and assessments of every 
description that during the term of this Notice may be levied upon or assessed upon or with respect 
to Company's use of the ROW, the operations conducted therein, any amounts paid or other 
performances under this Notice by either party, and all possessory interest in the ROW and 
Company's improvements and other property thereon. Company shall pay, indemnify, defend and 
hold harmless City from any and all such obligations, including any interest, penalties and other 
expenses which may be imposed, and from any lien therefor or sale or other proceedings to 
enforce payment thereof. 
17.6 
Permits. This Notice does not relieve Company of the obligation to obtain permits, 
licenses and other approvals from City or other units of government that are required for the 
erection, construction, reconstruction, installation, operation or maintenance of the Wireless 
Communications Equipment and or provision of Telecommunications Services; or from 
compliance with applicable municipal codes, ordinances, laws and policies, use ordinances and 
regulations, pavement cut and restoration ordinances and regulations, subdivision and project 
improvement ordinances, curb cut permits, building permits, ROW permits and the like. 
XVIII 
ASSIGNABILITY 
18. Assignability. This Notice is not assignable by Company (and any assignment shall be void and 
vest no rights in the purported assignee) unless the assignment is made in strict compliance with the 
following: 
18.1 
Assignments Affected. Every assignment of any of Company's interest in the ROW 
or this Notice or any of Company's rights or interests hereunder is prohibited unless Company 
first receives from City notice of City's consent to the assignment. All references in this Notice to 
assignments by Company or to assignees shall be deemed also to apply to all of the following 
transactions, circumstances and conditions and to all persons claiming pursuant to such 
transactions, circumstances and conditions: 
18.1.1 
Any voluntary or involuntary assignment, conveyance or transfer of 
Company's right to use the ROW under this Notice or any interest or rights of City under this 
Notice, in whole or in part. 
18.1.2 Any voluntary or involuntary pledge, lien, mortgage, security interest, 
judgement, claim or demand, whether arising from any contract, any agreement, any work of 
construction, repair, restoration, maintenance or removal, or otherwise affecting Company's rights 
to use the ROW (collectively "Liens"). 
18.1.3 Any assignment by Company of any interest in this Notice for the benefit 
of creditors, voluntary or involuntary. 
18.1.4 A Company Insolvency. 
18.1.5 The occurrence of any of the foregoing by operation of law or otherwise. 
18.1.6 The occurrence of any of the foregoing with respect to any assignee or 
other successor to Company. 
Page 38 of 44

18.2 
Pre-approved Assignments. Subject to written notice conditions outlined below, 
City hereby consents to certain assignments (the "Pre-approved Assignments"). Only the 
following assignments are Pre-approved Assignments: 
18.2.1 
Complete Assignment of Notice. Company's complete assignment of all of 
Company's rights and Interests in the ROW and this Notice to a single assignee who meets all of 
the following requirements, as determined by City in City's reasonable discretion (a "Qualified 
Operator''): 
18.2.1.1 
The assignee has experience, management, credit standing and 
financial capacity and other resources equal to or greater than Company's and adequate to 
successfully perform under this Notice. 
18.2.1.2 
The assignee is experienced in the management and operation 
of similar projects. 
18.2.1.3 
The assignee assumes all of Company's obligations relating to 
this Notice. 
18.2.1.4 
The assignee has a net worth of not less than Fifty Million and 
No/100 Dollars ($50,000,000.00) 
18.2.2 Stock Transfers. The transfer of publicly traded stock, regardless of 
quantity. 
18.2.3 Merger. The merger or consolidation of Company with another entity that 
is a Qualified Operator. 
18.2.4 Common Ownership Transfer. Company's complete assignment of all of 
Company's rights and interests in the ROW and this Notice to single assignee who is and remains 
a wholly owned subsidiary of Company's sole owner as of the date of this Notice (or a wholly 
owned subsidiary of a wholly owned subsidiary of Company's sole owner as of the date of this 
Notice). 
18.3 
Limitations of Assignments. City's consent to any assignment, including without 
limitation, Pre-approved Assignments, is not effective until the following conditions are satisfied: 
18.3.1 
Except for the sale of stock, Company shall provide to City a complete 
copy of the document assigning this Notice. 
18.3.2 Each assignee must execute an assumption of this Notice in form 
acceptable to City. 
18.3.3 Each Pre-approved Assignment must satisfy all other requirements of this 
Notice pertaining to assignments. 
18.4 
Assignment Remedies. Any assignment without City's consent shall be void and 
shall not result in the assignee obtaining any rights or interests in, under or related to this Notice. 
City may, in its sole discretion and in addition to all other remedies available to City under this 
Notice or otherwise, and in any combination, terminate this Notice, collect Use Fee from the 
assignee and/or declare the assignment to be void, all without prejudicing any other right or 
Page 39 of 44

remedy of City under this Notice. No cure or grace periods shall apply to assignments prohibited 
by this Notice or to enforcement of any provision of this Notice against an assignee who did not 
receive City's consent. 
18.5 
Effect of Assignment. Prior to any assignment, each assignee must execute an 
assumption of this Notice in a form and content provided by the City. No action or inaction by City 
shall be deemed a waiver of the prohibition on assignments or any other provision of this Notice, 
or the acceptance of the assignee, subcontractor or occupant as Company, or a release of 
Company from the further performance by Company of the provisions of this Notice. Consent by 
City to an assignment shall not relieve Company from obtaining City's consent to any further 
assignment. No assignment shall release Company from any liability hereunder. 
18.6 
Unity of Assignment. Any assignment must cover Company's entire interest in the 
Wireless Communications Equipment and this Notice. All of Company's rights under this Notice 
must at all times remain in the hands of a single person or entity so that City is only dealing with 
a single Company as to this Notice and the Wireless Communications Equipment. 
18. 7 
Enforceability after Assignment. No consent by City shall be deemed to be a 
novation. City's consent to any assignment does not in any way expand or modify this Notice or 
waive, diminish or modify any of City's rights or remedies under this Notice. This Notice shall be 
enforceable against Company and each successor regardless of the method of succession, to 
Company's interest hereunder. Each successor having actual or constructive notice of this Notice 
shall be deemed to have agreed to the preceding sentence. 
18.8 
Grounds for Refusal. Except for the Pre-approved Assignments, no assignment of 
this Notice by Company is contemplated or bargained for. Without limitation, City has the right to 
impose upon any consent to assignment such conditions and requirements as City may deem 
appropriate. 
18.9 
Form of Assignment. Any assignment shall be by Notice in form and content 
acceptable to City. Without limitation, any assignment shall specify and require that each assignee 
acquiring any interest under this Notice shall assume and be bound by, and be obligated to 
perform the terms and conditions of this Notice. 
18.1 O Consent to Assignments. Company shall attach to each Pre-approved Assignment 
a copy of Company's notice to City of the Pre-approved Assignment and other required 
documents, Company shall attach to each other assignment, a copy of City's notice to Company 
of City's consent to the assignment. This Notice shall continue to be enforceable according to its 
terms in spite of any provisions of any documents relating to an assignment. 
18.11 Assignment Fee. Company shall pay to City in advance the sum of Five Hundred 
Dollars ($500) as a nonrefundable fee for legal, administrative and other expenses related to 
every Pre-approved Assignment (other than the sale of publicly traded stock) or to any request 
for a consent to assignment, whether or not City grants such request. 
XIX. 
MISCELLANEOUS 
19. Miscellaneous. The following additional provisions apply to this Notice: 
19.1 
Amendments. This Notice may not be amended except by a formal writing 
executed by all of the parties. 
Page 40 of 44

19.2 
Dates. Any reference to a year shall refer to a calendar year unless a fiscal year is 
specifically stated. Sunday, Saturday and Arizona legal holidays are holidays for purposes of this 
Notice. 
19.3 
Times of Essence. Time is of the essence of each and every provision of this 
Notice. 
19.4 
Severability. If any provision of this Notice shall be ruled by a court or agency of 
competent jurisdiction to be invalid or unenforceable for any reason, then: 
19.4.1 
The invalidity or unenforceability of such provision shall not affect the 
validity of any remaining provisions of this Notice. 
19.4.2 This Notice shall be automatically reformed to secure to the parties the 
benefits of the unenforceable provision, to the maximum extent consistent with law. 
19.5 
Conflicts of Interest. No officer, representative or employee of City shall have any 
direct or indirect interest in this Notice, nor participate in any decision relating to the Notice that is 
prohibited by law. 
19.6 
No Partnership. This Notice and the transactions and performances contemplated 
hereby shall not create any sort of partnership, joint venture or similar relationship between the 
parties. 
19.7 
Nonliability of Officials and Employees. No official, representative or employee of 
City shall be personally liable to any party, orto any successor in interest to any party, in the event 
of any default or breach by City or for any amount which may become due to any party or 
successor, or with respect to any obligation of City or otherwise under the terms of this Notice or 
related to this Notice. 
19.8 
Notices. Notices hereunder shall be given in writing delivered to the other party or 
mailed by overnight express courier, registered or certified mail, return receipt requested, postage 
prepaid and addressed to: 
If to City: 
Copy to: 
City Engineer 
City of El Mirage 
Community Development Department 
10000 N. El Mirage Rd. 
El Mirage, AZ 85335 
City Attorney 
City of El Mirage 
10000 N. El Mirage Rd. 
El Mirage, AZ 85335 
Page 41 of 44

lfto Company: 
Crown Castle Fiber LLC, now doing business as Arium Networks 
Attn: Legal 
1500 Corporate Drive 
Cannonsburg, PA 15317 
By notice from time to time, a person may designate any other street address within Maricopa 
County, Arizona as its address for giving notice hereunder. Service of any notice by mail shall be 
deemed to be complete three (3) days (excluding Saturday, Sunday and legal holidays) after the 
notice is deposited in the United States mail. 
19.9 
Billing Address. City is not obligated to issue invoices or other routine requests for 
Use Fee payments. But, if City elects to do so, then Company prefers that City direct 
correspondence to Company about routine Use Fee payment matters to the following address 
(instead of using the address provided for notices): 
Crown Castle Fiber LLC, now doing business as Arium Networks 
Attn: SCN Accounting 
1500 Corporate Drive 
Cannonsburg, PA 15317 
19.10 Integration. This Notice constitutes the entire Notice between the parties with 
respect to the subject matter hereof and supersedes any prior Notice, understanding, negotiation, 
draft Notices, discussion outlines, correspondence, memoranda and representation regarding the 
ROW. 
19.11 Construction. Whenever the context of this Notice requires, the singular shall 
include the plural, and the masculine shall include the feminine. 
19.12 Funding. This subparagraph shall control notwithstanding any provision of this 
Notice or any exhibit or other notice or document related hereto. If funds necessary to fulfill City's 
obligations under this Notice are not appropriated by the El Mirage City Council, City may 
terminate this Notice, by notice to Company. City shall use best efforts to give notice of such a 
termination to Company at least thirty (30) days prior to the end of City's then current fiscal period. 
Termination in accordance with this provision shall not constitute a breach of this Notice by City. 
No person will be entitled to any compensation, damages or other remedy from City if this Notice 
is terminated pursuant to the terms of this subsection. 
19.13 Paragraph Headings. The paragraph headings contained herein are for 
convenience in reference and not intended to define or limit the scope of any provision of this 
Notice. 
19.14 No Third-Party Beneficiaries. No person or entity shall be a third-party beneficiary 
to this Notice or shall have. any right or cause of action hereunder. City shall have no liability to 
third parties for any approval of plans, Company's construction of improvements, Company's 
negligence, Company's failure to comply with the provisions of this Notice (including any absence 
or inadequacy of insurance required to be carried by Company), or otherwise as a result of the 
existence of this Notice. 
19.15 Exhibits. All Exhibits specifically stated to be attached hereto as specified herein 
are hereby incorporated into and made an integral part of this Notice for all purposes. 
Page 42 of 44

19.16 Attorneys' Fees. If any action, suit or proceeding is brought by either party 
hereunder to enforce this Notice or for failure to observe any of the covenants of this Notice or to 
vindicate or exercise any rights or remedies hereunder, the prevailing party in such proceeding 
shall be entitled to recover from the other party such prevailing party's reasonable attorneys' fees 
and other reasonable litigation costs (as determined by the court (and not a jury) in such 
proceeding). 
19.17 Choice of Law. This Notice shall be governed by the internal laws of the State of 
Arizona without regard to choice of law rules. City has not waived its claims procedures as 
respects this Notice. Exclusive proper venue for any action regarding this Notice shall be Maricopa 
County Superior Court or a Federal district court sitting in Maricopa County. City and Company 
consent to personal jurisdiction in such courts. 
19.18 Approvals and Inspections. All approvals, reviews and inspections by City under 
this Notice or otherwise are for City's sole benefit and not for the benefit of Company, its 
contractors, engineers or other consultants or agents, or any other person. 
19.19 Recording. This Notice shall not be recorded. 
19.20 Statutory Cancellation Right. In addition to its other rights hereunder, City shall 
have the rights specified in A.R.S. § 38-511. 
19.21 Legal Workers. If and to the extent A.R.S. §41-4401 is applicable to this Notice, 
Company shall comply with laws regarding workers as follows: 
19.21.1 Company warrants to City that Company and all its subcontractors will 
comply with all federal immigration laws and regulations that relate to their employees and that 
Company and all its subcontractors now comply with the E-Verify Program under A.R.S. §23-
214(A). 
19.21.2 A breach of the foregoing warranty by Company shall be deemed a 
material breach of this Notice that is subject to penalties up to and including termination of this 
Notice. 
19.21.3 City retains the legal right to inspect the papers of any employee of 
Company or any subcontractor who works on this Notice to ensure that they or the subcontractor 
is complying with the warranty given above. 
19.21.4 City 
may 
conduct 
random 
verification 
of Company's 
and 
its 
subcontractors' employment records to ensure compliance with the warranty given above. 
19.21.5 Company shall indemnify, defend and hold City harmless for, from and 
against all losses and liabilities arising from any and all violations of the warranty given above. 
19.22 Foreign States. In accordance with A.R.S. §35-397, Company certifies that it does 
not have "scrutinized business operations" in Sudan. 
19.23 Company Authority. The person executing this Notice on behalf of Company personally 
warrants to City his authority to do so. 
IN WITNESS WHEREOF, the Parties have executed this Notice as of the day and year first 
written above. 
Page 43 of 44

ATTEST: 
Jill Boltz, City Clerk 
APPROVED AS TO FORM: 
Justin Pierce, City Attorney 
STATE OF ~A~riz=o~n=a ___ ) 
County of Maricopa 
) ss 
) 
CITY OF EL MIRAGE, ARIZONA 
an Arizona municipal corporation 
Crystal Dyches, City Manager 
COMPANY 
Crown Castle Fiber LLC, now doing business as Arium Networks 
~ 
~ ~ u£J1A tt-
By: Angela McIntyre 
Its: District Director 
--
SUBSCRIBED 
AND 
SWORN 
to 
before 
me 
this 
2 2 
day 
of 
>"-O e 
, 
20~ . 
by 
Angela McIntyre , the District Direct for Crown Castle 
Fiber LLC, now doing business as Arium Networks, a New York Limited Liability Company, who proved 
to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within 
instrument and acknowledged to me that she executed the same in her authorized capacity, and that 
by her signature on the instrument the person, or the entity upon behalf of which the person acted, 
executed the instrument. 
certify 
under 
PENAL TY 
OF 
PERJURY 
under 
the 
laws 
of 
the 
State 
of 
Arizona that the foregoing paragraph is true and correct. Notary Seal: 
CHARLENE LYNN LIBEL 
NOTARY PUBUC-STATE OF ARJZONA 
Maricopa County 
Commission# 690247 
My Commission Expires 12/28/2029 
WITNESS my hand and official seal 
Notary Public 
Page 44 of 44