Agreement for Use of Public Property

CHANDLER
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CITY OF CHANDLER TELECOMMUNICATION SERViCES (CLASS 4) AND
INTERSTATE TELECOMMUNICATION SERVICES (CLASS 5) LICENSE
ISSUED TO TELEPORT COMMUNICATIONS OF AMERICA, LLC
City of Chandler Document No.
City Council Meeting Date:
THIS LICENSE (“License”) is issued by the City of Chandler, an Arizona municipal corporation (“City”) to Teleport
Communications of America, LLC, a Delaware limited liability company (“Licensee”). (The City and Licensee are each
a “Party” and collectively the “Parties”) effective
(“Effective Date”).
RECITALS
A.
Licensee applied for and on or about October 29, 1996, Licensee received a Certificate of Convenience and
Necessity from the Arizona Corporation Commission to provide telecommunication services within Arizona; and
B.
On December 10, 2014, Licensee and City entered into the Agreement Between Teleport Communications of
America, LLC and the City of Chandler for the Use of Facilities in the City’s Rights-of-Way and Public Places to
Establish a Class 4 and 5 Communication System (“2014 Agreement”). The 2014 Agreement expired on December
10, 2019.
C.
On or about March 30, 2022, Licensee applied to the City for continued permission to construct, install,
operate maintain, and use the Public Rights of Way within the City to provide Telecommunications Services (Class 4
License) and Fiber Optic Cable, Interstate Services, and Other Communication Facilities (collectively “Interstate
Telecommunication Services”) (Class 5 License) as appropriate; and
D.
By the authority conferred by A.R.S. § 9-581 -563, the Chandler City Charter, and Chandler City Code
Chapter 46, the City is authorized to grant this License; and
E.
The City Council has authorized the Mayor or his designee to execute a license with Licensee to construct,
install, operate, maintain, and use a System (defined hereinafter) in, along, under, over, and across certain Public
Rights-of-y within the City or on other City-owned property to provide Telecommunications Services and Interstate
Telecommunications Services as appropriate.
LICENSE
NOW, THEREFORE, City hereby grants Licensee this License under the following terms and conditions:
SECTION 1. DEFINITIONS
For this License, unless the context otherwise requires, the following terms, phrases, words, and their derivatives have
these meanings. When not inconsistent with the context, words in the present tense include the future tense, words in
the plural include the singular, and words in the singular include the plural. The word “shall” is always mandatory and
not merely directory. The terms, phrases, words, and their derivatives used in this License have the meanings given in
Chapter 46 of the Chandler City Code as amended. If a conflict or ambiguity exists among the definitions in Arizona
Revised Statutes, the Chandler City Code, and this License, the definitions in the following order prevail and control: (1)
Arizona Revised Statutes; (2) Chandler City Code; (3) this License. Additional definitions for this License include:
“ACC” means the Arizona Corporation Commission.
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“Affiliate” means an Entity (hereinafter defined) that directly, or indirectly through one or more intermediaries, owns or
controls, is owned or is controlled by, or is under common ownership or control with, another Entity. As used herein,
“control” means the power to direct the management or affairs of an Entity, and any reference to “ownership’ means
the beneficial ownership of at least 5% of the voting shares of the Entity
“A.RSY means Arizona Revised Statutes, as amended.
“Cable Services”, ‘Cable System”, Video Services’, and Video Services Network’ have the same meaning as defined
in Chapter 46 of the Chandler City Code.
“City’ means the City of Chandler, Mzona.
“City Council” means the Council of the City of Chandler.
“Commercial Mobile Radio Services” means two-way voice commercial mobile radio services as defined by the
Federal Communications Commission in 47 United States Code § 157.
“l)ay’ means calendar day unless noted otherwise.
“Encroachment Permit’ means the nonexclusive permission granted by the City to Licensee within the Public Rights-of-
Way for the specific location of Licensee’s System and includes fees (if any) for the specific location, and other terms
and conditions in accordance with the City Code, applicable Rights-of-Way construction regulations, and other
applicable law.
“Entity’ means any corporation, limited or general partnership, limited liability company, joint venture, association,
organization, or other business structure.
“Environmental Laws” means all federal, state, and local laws, ordinances, rules, regulations, statutes, and judicial
decisions now or subsequently in effect, in any way relating to or regulating human health, or safety, or industrial
hygiene, or environmental conditions, or protection of the environment, or prevention or cleanup of pollution or
contamination of the air, soil, surface water, or ground water.
“FCC” means the Federal Communications Commission.
“Hazardous Substances” means those substances defined as toxic or hazardous substances, pollutants, or wastes by
Environmental Laws and the following substances: gasoline, kerosene, or other petroleum products, toxic pesticides
and herbicides, volatile solvents, materials containing asbestos or formaldehyde, and radioactive materials.
“Interstate Telecommunications Services” means a telecommunications corporation that places underground or above
ground facilities in the Public Rights-of -y, exclusive of facilities used by the local network and the portion of the
interstate network that carries intrastate calls, for interstate telecommunications services.
“License” means this non-exclusive authorization granted by the City to construct, operate, maintain, reconstruct,
repair, and remove the System.
“Licensee” means Teleport Communications of America, LLC, a Delaware limited liability company to which this
License is granted.
“Licensor” means the City of Chandler, Arizona, a municipal corporation of the State of Arizona as represented by the
City Council and acting through the City Manager or the City Managers designee.
“Pre-existing Environmental Condition” means the presence, emission, disposal, discharge, or release of any
Hazardous Substance at, in, on, under, or about the System, however caused, existing prior to the placement of the
System within the Public Rights-of-Way, whether the nature and extent of such contamination is known or unknown at
the time.
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“Provider’ means a telecommunications corporation that constructs, installs, operates, or maintains
telecommunications facilities or interstate telecommunications services in the Public Rights-of-Way.
“Public Rights-of-Way” means all roads, streets, alleys, and all other dedicated public rights-of-way and public utility
easements located within the City’s corporate boundaries.
System” means Licensee’s infrastructure and communications facilities and equipment including, but not limited to,
conduit, fiber optic cables, splice cases, manholes, hand holes, and related and associated facilities installed in the
Public Rights- of- Way, and when specifically authorized by the City on other City-owned property, and which are used
to provide Telecommunication Services and Intrastate and Interstate Telecommunication Services.
‘Telecommunications” has the same meaning as defined in A.R.S. § 9-581 (4), as amended.
‘Telecommunications Corporation” has the same meaning as defined in A.R.S. § 9-581(5), as amended.
‘Telecommunications Services” has the same meaning as defined in ARS. § 9-581(6), as amended.
SECTION 2. PERMISSION GRANTED
2.1.
Grant.
Subject to the provisions of this License, the Chandler City Charter, the Chandler City Code, and
Arizona and federal law, the City grants to Licensee nonexcluthe and revocable rights and nonexclusive and
revocable privileges as set forth in this License to construct, install, operate, and maintain its System in the
Public Rights-of-Way and on other City-owned property.
2.1.1
At any time during the term of this License, Licensee may apply to the City for encroachment permits
that set forth the specific location & Licensee’s System, fees (if any) for the specific location, and other
terms and conditions. The City may approve, deny, or conditionally approve Licensee’s
encroachment permit application based on the following but not exclusive reasons: (I) availability of
space at the location sought by Licensee; (ii) public health, safety, and welfare; and (hi) other
considerations in accordance with the City Code, applicable construction regulations, and other
applicable law.
2.1.2
Subject to the permission of the affected property owner, this License also authorizes Licensee to
place its System on property owned by third parties, such as an electric utility company or other
private property owners. Provided; however, the System installed or constructed by Licensee on
the private property satisfies applicable Rights-of-Way Construction regulations and is installed
underground in accordance with applicable law including Section 47-4 of the Chandler City Code.
Upon request from the City, Licensee must promptly furnish to the City documentation of the third
party’s permission. By executing this License, the City does not waive any rights that City may
have against any public utility or other third party to require such owners to obtain the City’s prior
approval for such uses of their property or facilities, or that revenues received by any public utility
or other property owner from Licensee be included in the computation of the use fees owed by
such parties to the City. Nothing contained in this paragraph or in this License authorizes
Licensee to enter into an agreement with any third party that results in new aerial attachments or
aerial overlash of existing plant whether owned or leased from a third party. Licensee’s
attachment of facilities or equipment must be accomplished through existing infrastructure and
which results in no aerial overlash of existing infrastructure.
2.1.3
No component or part of Licensee’s System may be installed, constructed, located on, or attached to
any property within the City until Licensee has applied for and received approval for an encroachment
permit under Chapter 46 of the Chandler City Code. Additionally, Licensee must comply with all other
provisions of the Chandler City Code including, but not limited to, Chapter 35 related to zoning,
Chapter 47 related to off-site construction, and other applicable City regulations.
2.1.4
Any right or privilege claimed under this License by Licensee for any use in the Public Rights-of-Way
and on other City-owned property is subordinate to any City prior or subsequent lawful occupancy or
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use or any other governmental entity and is subordinate to any prior easements. Provided; however,
nothing in this License extinguishes or otherwise interferes with the Parties’ properly rights established
independently of this License.
2.1.5
Nothing in this License will be construed to prevent the City from abandoning, altering, improving,
repairing, or maintaining the City’s facilities in the Public Rights-of-Way, and for any or more of
such purposes or any other lawful purpose requiring Licensee, at Licensee’s expense and no
expense to the City, to remove, relocate, or abandon in place Licensee’s System to
accommodate the City’s projects and activities. The City will not be liable for Licensee’s lost
revenues, however caused, due to any City activity or project in the Public Rights-of-Way, when
such costs or lost revenues result from the construction, operation, or maintenance of City
facilities and any other lawful project or activity in the Public Rights-of-Way. Provided; however,
the City’s activities and projects that result in such costs or lost revenues to Licensee are
conducted in accordance with applicable laws and regulations.
2.2
DescriDtion of the Services, System, and its Construction.
2.2.1
Licensee uses its System to provide telecommunication and communication services, including
Ethernet and transport data networking, enterprise data and voice services, high speed internet, and
virtual private networks. Licensee represents and warrants that Licensee does not provide services
that are considered multichannel video programming services, video services provided by an open
video system, cable television, or video services.
2.2.2
Licensee represents and warrants that Licensee’s Certificate of Convenience and Necessity çCC&N’)
authorizes Licensee to provide intrastate competitive telecommunications services, including local
exchange services and intraLATA toll services.
2.2.3
As part of Licensee’s authorized System, Licensee may install empty conduit and dark fiber within the
Public Rights-of-Way or on other City-owned property.
2.2.4
Licensee must obtain the proper and necessary encroachment permit before Licensee begins any
work or construction in the Public Rights-of-Way or on other City-owned property.
2.2.5
Unless otherwise required by applicable law, Licensee’s must install and construct Licensee’s System
underground by trenching or boring conduit along with surface mounted hand holes for access to the
fiber for splicing. Licensee may lease fiber as deemed necessary from other fiber licensees to provide
service to its customers. This license permits Licensee’s construction of its System within the Public
Rights-of-Way or on other City-owned property. It is the Parties’ intent that the Parties will work to
minimize inconvenience to Chandler residents other Public Rights-of-Way users. Before Licensee
installs the System, Licensee must submit specifications for proposed manholes and pull boxes to the
City for approval, which approval the City will not unreasonably delay or withhold. All work on
Licensee’s System must comply with the Uniform Standard Specifications for Public Works
Construction sponsored and distributed by the Maricopa Association of Governments as amended
(hereinafter referred to as “MAC Specs”), the City supplements to MAG Specs, all lawful and
reasonable requirements of the City Utility Manual and must follow and comply with industry best
practices and standards. As required by City specifications, all of Licensee’s conduits must be placed
outside of the Public Rights-of-Way or on other City-owned property wherever and whenever possible.
Nonetheless, Licensee must build the System in accordance with plans approved by the City.
2.2.6
Any changes to the System must be approved in writing by the City Engineers designee, which
approval will not be unreasonably withheld or delayed.
2.2.7
Licensee must retain at Ucensee’s cost an independent testing service to perform the applicable MAC
tests as requested by City, subject to approval by the City, that are necessary to construct the System.
All testing results must be sent to the City within 3 business days of Licensee’s possession or
knowledge of the results.
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2.2.8
Licensee’s installation of the System must be reasonably coordinated with other utilities and the
City to accommodate opportunities for common installation along with Licensee’s project as set
forth in this License.
In accordance with applicable law, all installations must be located
underground and in conduit as reasonably approved by the City Engineer. Provided; however,
nothing in this License requires Licensee to incur any material additional expense to
accommodate common installations. The provisions relating to material additional expense in the
foregoing sentence relate only to coordinated common installations and are not applicable to any
other section of this License.
2.3
Location of the System.
2.3.1
At the time of proposed construction, Licensee must submit an encroachment permit application(s)
together with the details, plans, and specifications for the City’s review and approval, and pay all
applicable application, review, and inspection fees before all construction work is performed under the
rights and privileges granted under this License. This work includes but is not limited to the installation,
operation, maintenance, and location of all the System. The proposed locations of Licensee’s
planned installation of its System including related facilities or equipment is depicted on the map
attached and made a part of this License as Exhibit A (“Service Area’). The System must be depicted
more specifically on engineering drawings provided to the City as part of the encroachment permit
process and must be updated annually on the anniversary date of this License in accordance with
section 4.2.5. Proposed locations of the System that are part of any encroachment permit(s) must also
be made a part of a general depiction of Licensee’s System in Exhibit A and must be updated at the
time of License renewal or amendment.
2.3.2
Although the exact placement and location of Licensee’s System will be determined by the City
through the Encroachment Permit process, Licensee has expressed its intent and the City has
expressed its desire to have the System installed outside of the paved street areas whenever such
location is feasible and reasonable. Further, it is the intent and desire of both Parties that when it is
necessary for the System to intersect City streets or be placed under paved areas, Licensee must use
directional boring unless a deviation is authorized by the City Engineer.
2.3.3
If Licensee desires to change the location of any of the System, including any related facilities or
equipment, from the location depicted in initial encroachment permit application(s), Licensee must
submit revised plans to apply for and obtain approval for an amendment to the encroachment permit
prior to installation and construction of the facilities or equipment.
SECTION 3. SCOPE
3.1
Licensing Requirements.
This License satisfies the licensing requirements of, and is in accordance with, the
provisions of Chapter 46 of the Chandler City Code.
3.2
Use of Licensee’s System by Others. This License authorizes Licensee in its oidinary course of business: (i)
to lease to or contract with others for use of all or part of the System, except to aerial overJash, attach to poles andior
store aerial fiber for purposes of leasing or contracting with others for use of all or part of the system, and (D) to sell dark
fibers, conduit, or any other facilities that are parts of the System to others that have an agreement, franchise, or other
licenses with the City to use the Public Rights-of-Way and on other City-owned property. Under this section,
Licensee must first provide written notice to the City of the identity of the proposed user or purchaser and a description
of the proposed use or sale arrangement as provided in A.R.S. § 9-583(D). In the event the lease or agreement
provides for the other entity to construct! install, operate, or maintain any of Licensee’s System, no such arrangement
may proceed until the other entity enters a License with the City for use of the Public Rights-of-Way.
3.2.1
Licensee may not allow third parties to use its System for any use that Licensee itself does not have
the authority under this License.
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3.2.2
Licensee may enter into agreements with unrelated third-party Telecommunications Corporations in
the ordinary course of business for the resale of Telecommunications Services. Such Agreements
rUser Contracts”) are subject to all requirements and provisions & this License.
3.3
Co-location. Licensee’s installation of the System must be reasonably coordinated with other utilities and the
City to accommodate opportunities for common installation along with Licensee’s project as set forth in this License. All
installations must be located in conduit as approved by the City Engineer
3.4
Compliance with Laws.
3.4.1
Licensee must comply with all applicable laws as amended from time to time including but not limited
to, the Chandler City Code, the Chandler Charter, and Arizona and federal law in the exercise and
performance of its rights and obligations under this License.
If it is necessary for Licensee to comply
with any law or regulation of the FCC or the Arizona Corporation Commission rACC”) to engage in
the business activities anticipated by this License, Licensee must comply with such laws or regulations
as a condition precedent to exercising any rights granted by this License. Provided; however, no such
law or regulation of the FCC or ACC may enlarge or modify any of the rights or duties granted by this
License without a written modification to this License.
3.4.2
To the extent that Licensee uses the Public Rights-of-Way or other City-owned property to provide
services other than intrastate calls through System, the use of the Public Rights-of-Way or other City-
owned property is suect to the temis and conditions of this Ucense and any applicable permits and
laws.
3.5
Reports.
3.5.1
Upon request, Licensee will provide to City copies of any communications and reports submitted by
Licensee to the FCC or any other federal or state regulatory commission or agency with jurisdiction
into any matters that directly affect this License.
3.5.2
In addition to the reports required in Section 4.2.3 of this License, upon City’s request, Licensee will
provide City with regular reports, as needed, to establish Licensee’s compliance with the various
requirements, fees, and other provisions of this License.
3.6
Non-Interference.
3.6.1
Licensee’s System must be constructed, installed, operated, and maintained to interfere as little as
possible with traffic or other authorized uses over, under, or through the Public Rights-of-Way and on
other City-owned property. All phases of permitting, construction, traffic control, bacidilling, compaction
and paving, and the location or relocation of the System are subject to the City’s jurisdiction as
described in MAC), City supplements to MAC, and the City of Chandler Utility Manual. Licensee must
keep accurate construction and installation records of the location of all its System and facilities, both
aboveground and underground within the City and furnish them to City within thirty (30) days after
completion of the installation. Licensee must furnish such information in an electronic format
reasonably compatible with the then current City electronic format.
3.6.2
Licensee must locate and relocate, at its own expense, any facilities, equipment, or other
encroachment installed or maintained in, on, or under the Public Rights-of-Way and on other City-
owned Property as may be necessary to facilitate any public purpose or any City project or activity
whenever directed to do so by City in writing on a non-discriminatory basis. Such relocations must be
accomplished in accordance with the directions from City including the City’s construction schedule
and made under the same terms and conditions as the initial installation allowed pursuant to this
License and encroachment permit. Licensee must reimburse the City for any direct or indirect
damages incurred by the City because of delays in locations or relocations as required by this
paragraph if caused by Licensee’s negligence, willful misconduct, or undue delay.
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3.6.3
Licensee agrees to obtain permits as required by this License prior to removing, abandoning,
relocating, or repair of any portion of its System in the Public Rights-of- Way and on other City-owned
property. Notwithstanding the foregoing, City understands and acknowledges there may be instances
when Licensee is required to make repairs that are of an emergency nature or in connection with an
unscheduled disruption of the System. Licensee will maintain any annual permits required by the City
for such repairs. Licensee will notify City, if practicable, before the repairs and will apply for and obtain
the necessary permits the next business day after the repairs are initiated.
SECTION 4. FEES, CHARGES, LETTER OF CREDIT, SECURITY FUND, DAMAGE TO THE PUBLIC RIGHTS-
OF-WAY AND OTHER CITY-OWNED PROPERTY
Licensee will be solely responsible for the payment of all fees and charges in connection with Licensee’s performance
under this License, including those set forth below.
4.1
ADolication Fee. Licensee must pay the City a fee in the amount of $3,000.00 to process the application for
this License before approval of this License is submitted to the City Council.
4.2
Annual Fee. Licensee must pay an annual fee to use the Public Rights-of-Way and other City-owned property
under the terms and conditions of this License and as calculated under this section (collectively Annual FeW).
4.2.1
The City will assess, and Licensee must pay, any Annual Fee in accordance with A.R.S. § 9-582-
583. Licensee bears the burden to show Licensee’s payment of any Annual Fee is not required under
AR.S. § 9-582-583. Licensee must pay all taxes on intrastate telecommunications services as
provided by applicable law and Licensee must pay any Annual Fee as provided in this License forthe
portions of Licensee’s System that are not excluded under A.R.S. § 9-582-583.
4.2.2
If Licensee’s System cames interstate traffic between and among Licensee’s interstate points of
presence or leases its dark fiber to another carrier for purposes of carrying interstate traffic between
and among that telecommunications corporation’s interstate points of presence, Licensee must pay
$2.46 (for calendar year 2022) per linear foot of trench located in the Public Rights-of-Way or on other
City-owned property for such use. City may, but is not obliged to, accept in-kind consideration in lieu of
the Annual Fee if offered by Licensee.
4.2.3
If Licensee’s System carries interstate traffic between and among Licensee’s interstate points of
presence or leases its dark fiber to any entity not included in Section 4.2.2 of this License, Licensee
must pay the City $2.46 (for calendar year 2022) per linear foot of trench located in the Public Rights-
of-Way or on other City—owned property for such use.
4.2.4
If Licensee places empty conduit in the Public Rights-of-Way or on other City-owned property for
services other than those listed in Section 4.2.1, Licensee must pay the City $2.46 (for calendar year
2022) per linear foot of trench.
4.2.5
On the annual anniversary of the Effective Date, Licensee will report to the City the amount of linear
feet of trench! if any, subject to the Annual Fee under Sections 42.2,4.2.3, or 4.2.4 permitted and
installed in the Public Rights-of-Way or on other City-owned property. The Annual License Fee for the
coming year is calculated by multiplying the current annual per linear foot fee, as adjusted by annual
CPI under section 4.2.7 for the year of payment, by the linear footage of trench permitted or installed
in the Public Rights-of-Way or on other City-owned property. The Licensee must pay, and the City
must receive, any Annual License Fee that is due before the City will issue any new encroachment
permits for additional facilities or equipment in the Public Rights-of-Way or other City-owned property.
4.2.6
In the event Licensee cancels or retums a permit and does not construct or install the System
approved by such a permit, the fees Licensee previously paid for the respective permit may be applied
as a credit to a future Annual License Fee or may be refunded to Licensee by City.
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4.2.7
The Annual License Fee will be adjusted based on the percentage of change in the consumer price
index (“CPI’) for the previous twelve-month period. Any increase in the Annual License Fee will be
referred to herein as the “Adjusted Fee.” In no event may the Adjusted Fee be less than the Annual
License Fee for the prior year. For purposes of this License, CPI is defined as the Western Region
Consumer Price Index for All Urban Customers, All Items, as published by the Bureau of Labor
Statistics (BLS), United States Department of Labor Base period 1982-84 = 100. Adjusted Fees will
be effective upon the next subsequent anniversary of the Effective Date. The change in CPI will be
calculated based on the change in the CPI hr the previous twelve-month period. The City will
compute the Adjusted Fee as follows. The following example illustrates calculation of the change
fector for a twelve-month period ending in January 2018.
CPI January 2018
256.638
CPI January 2017 (prior year)
250.814
Calculated change in CPI
255.6381250814
Change in CPI
1.031 (rounded to nearest tenth) = 3.1%
If the BLS ceases publication of the specified CPI, City and Licensee may determine an agreeable
inflation index that most clearly approximates the Western Region CPI for the remaining term of the
License.
4.3
License to Use City’s Freeway Ducts and Conduit.
If Licensee wishes to occupy one (1) four-inch (4”) conduit
owned by the City within the duct bank undemeath a freeway located within the City and which City controls, Licensee
must pay the City $18,000 per year for the term of this License for this use. Licensee may use the conduit solely to
install and operate the System authorized under the terms and conditions of this License. Licensee’s payment for use
of the duct is due on or before the Effective Date and each annual anniversary thereafter. Licensee’s use of the City’s
Freeway conduit(s) must be reflected in Exhibit A.
4.4
In Kind. This License does not currently require any in-kind payment to City by Licensee. However, if Licensee
has not paid any fees required under Section 4, the Parties may agree in writing to new in-kind payments to offset to
any fees not paid by Licensee. This subsection imposes no obligation on the City to agree to offset any fees in this
License or in any future License.
4.5
Failure to Pav Licensee agrees that if it fails to pay any amounts owed to the City by the time prescribed for
payment, Licensee must pay interest on the amounts owed, at the rate of one percent (1%) per month.
4.6
Invoice and Payment Information:
4.6.1
The City will send invoices for fees and charges under this License to Licensee at the following
address:
Christopher J. Och
One AT&T Way
Room 3A234
Bedminster, NJ 07921
Invoicing contact information:
Phone: 908-234-3722
Email: co1471@att.com
4.6.2
Licensee will send payment to the City under this License made payable to the “City of Chandler at
the following address:
City of Chandler
AnN: Development Services
Mail Stop 403
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P.O. Box 4008
Chandler, AZ 85244-4008
Phone: 480-782-3000
Email: tufchandIeraz.gov
4.7
Taxes. Licensee must obtain any required business/sales tax licenses and pay any applicable City, county,
and state transaction privilege and use tax. The Annual Fee must not be an offset to the transaction privilege tax due
and owing by Licensee.
4.8
Permit Fees and Construction Costs.
In addition to the fees and taxes set forth herein above, Licensee must
pay those fees and charges for encroachment permit applications, inspection, testing, plan review, pavement damage
fees, and any other fees adopted by City and applicable to persons doing work in the Public Rights-of-Way or on other
City-owned property. Additionally, if the City elects to retain outside inspectors or other persons to review and inspect
Licensee’s plans, specifications and construction of the System, Licensee must reimburse the City for its actual costs
incurred in connection therewith.
4.9
Letter of Credit.
4.9.1
Amount; Purpose. Within thirty (30) Days after the Effective Date of this License, Licensee must
deposit with the City an irrevocable letter of credit (‘iCC”) in the amount of $50,000 (replenishable as
specified in Section 4.9.3 below) issued by a federally insured commercial lending institution. The
form and substance of said letter of credit must comply with the form, terms, and conditions as
attached in Exhibit “B” and will be used to assure: (a) the faithful performance by Licensee of all
provisions of this License; (b) compliance with all orders, permits, and directions of any City
department having jurisdiction over Licensee’s acts or defaults under this License; and (c) Licensee’s
payment of any pena[ties, liquidated damages, claims, liens, and taxes due to the City that arise by
reason of the construction, operation, or maintenance of the System, including cost of removal or
abandonment of any of Licensee’s property.
4.9.2
Drawing on Letter of Credit. Prior to the City drawing on, the City shall notify Licensee of its intent to
draw on the Letter of Credit. The letter of credit may be drawn upon by the City by presentation of a
draft at sight on the lending institution, accompanied by a written certificate signed by the City
Manager certifying that Licensee has failed to comply with this License, stating the nature of
noncompliance, and stating the amount being drawn. The rights reserved to the City with respect to
the letter of credit are in addition to all other rights of the City, whether reserved by this License or
authorized by law, and no action proceeding against a letter of credit will affect any other right the City
may have.
4.9.3
Replenishing. The letter of credit must be structured in such a manner so that if the City at any time
draws upon the letter of credit, upon notice to Licensee by the issuing lending institution, Licensee
must immediately increase the amount of available credit by the amount necessary to replenish that
portion of the available credit exhausted by the honoring of the CiWs draft; provided, however the
maximum amount available to be drawn on this letter of credit for any one event may not exceed
$50,000. The intent of this Section is to always make available to the City a letter of credit in the
amount of $50,000.
4.10
Damage to Public Pronertv. Whenever the installation, removal, or relocation of any of Licensee’s System is
required or permitted under this License, and such installation, removal, or relocation causes damage to Public Rights
of Way or other City-owned property, Licensee at its sole cost and expense must promptly repair and return Public
Property in which the System components are located to a safe and satisfactory condition in accordance with
applicable laws, with provisions in the City of Chandler Utility Manual and the Maricopa Association of Govemments
(hereinafter referred to as “MAG) and the City’s supplements to MAG, reasonably satisfactory to the City Engineer.
If
Licensee does not repair the Public Property as just described, then City shall have the option, upon fifteen (15) days
prior written notice to Licensee, to perform or cause to be performed such reasonable and necessary work on behalf of
Licensee and to charge Licensee for the proposed costs to be incurred or the actual costs incurred by the City at City’s
Final TCA Telecom License version 3 Dated 7-26-2022
9

standard rates, plus an administrative fee of fifteen percent (15%). Upon the receipt of a demand for payment
accompanied by explanation of cost and fees incurred by City, Licensee must, within thirty (30) days, reimburse City for
such costs. For any pavement cuts by Licensee, Licensee agrees to restore the pavement and to reimburse the City
for all costs arising from the reduction in the service life of any public road, in accordance with the provisions of Chapter
46 of the Chandler City Code and the fees established by the City pursuant thereto. Licensee agrees to pay within
thirty (30) days from the date of issuance of an invoice and explanation of costs and fees from City.
SECTION 5. TERM OF LICENSE
The term of this License and duration of the rights, privileges, and authorizations granted hereunder will be for five (5)
years from the Effective Date. The term may be renewed for additional five-year terms upon the Parties’ mutual written
agreement. Licensee must submit a new application and pay a new application fee for each renewal.
SECTION 6. ACCEPTANCE AND EFFECTIVE DATE
6.1
Written Acceptance. Licensee’s execution of this License constitutes Licensee’s acceptance of the License as
granted and Licensee’s agreement to be bound by and to comply with and to do everything, which is required of the
Licensee by this License. Licensee’s signature must be acknowledged before a notary public. This License is effective
upon execution by both Parties.
6.2
Validity of License. Licensee must acknowledge that as a condition of acceptance of this License, Licensee
was required to be represented throughout the negotiations of the License by its own attorneys and Licensee had the
opportunity to consult with its own attorneys about its rights and obligations regarding the License. Licensee has
reviewed City’s authority to execute and enforce this License and has reviewed all applicable law, both federal and
state, and, after considering same, Licensee acknowledges and accepts the right and authority of City to execute this
License, to issue this License and to enforce the terms herein, and Licensee agrees it will not now or at any time
hereafter contest or challenge City’s authority under applicable federal, state, or local law to enter into and enforce this
License in any city, state, or federal court, or regulatory or administrative agency.
SECTION 7. INSURANCE AND INDEMNITY
7.1
Insurance Resconsibilitv. During the entire term of this License, Licensee must insure its property and
activities and must provide insurance and indemnification as follows. Licensee must procure and maintain, and must
cause its contractors to carry and maintain as provided in Section 7.7 below, until all their respective obligations have
been discharged, insurance against claims for injury to persons or damage to property that may arise from or in
connection with Licensee’s obligations under this License and Licensee’s activities, including the installation,
construction, relocation, removal, repair, operation, and maintenance of the System by Licensee, its agents,
representatives, employees, or contractors. The insurance requirements herein are minimum requirements forthis
License and in no way limit the indemnity covenants contained in this License. The City in no way warrants that the
minimum limits contained herein are sufficient to protect Licensee from liabilities that might arise out of this License by
Licensee, its agents, representatives, employees or contractors, and Licensee is free to purchase such additional
insurance as may be determined necessary.
7.2
Minimum Scope and Limits of Insurance: Licensee must provide coverage with limits of liability not less than
those stated below.
7.2.1
Commercial General Liability — Occurrence Form
Said insurance must also include coverage for products completed operations, independent
contractors, personal injury, property damage, and advertising injury.
Products — Completed Operations Aggregate
$10000000
Each Occurrence
$10000000
The policy must be endorsed to include the following additional insured language: “The City of
Chandler, its agents, representatives, officers, directors, officials, employees, and volunteers must be
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named as an additional insured with respect to liability arising out of the activities performed by
Licensee.” This endorsement may not contain an exclusion or limitation of completed operations
coverage as regards the additional insured except with respect to the stated aggregate limits of
liability.
The policy may not exclude the explosion/collapse/underground (“xcu”) hazard.
7.2.2
Automobile Liability — Bodily Injury and Property Damage for any owned, hired, and
non-owned
vehicles used in the performance of work under this Agreement.
Combined Single Limit (CSL)
$1 1000,000
The policy must contain an MCS-90’ endorsement providing for clean-up of pollution conditions
arising from transported product, if the work performed under the Agreement requires the
transportation of any Hazardous Substances by motor vehicle. The policy must also be endorsed to
include the following additional insured language: “The City of Chandler its agents, representatives,
officers, directors, officials, employees, and volunteers must be named as an additional insured with
respect to liability arising out of the activities performed by Licensee, including automobiles owned,
leased, hired, or borrowed by Licensee
7.2.3
Workers Compensation and Employers’ Liability
Workers’ Compensation
Statutory
Employers’ Liability
Each Accident
$1,000,000
Disease
— Each Employee
$1,000,000
Disease
— Policy Limit
$1,000,000
To the extent permitted by law, the policy must contain a waiver of subrogation against the City of
Chandler
7.2.4.
Pollution Liability:
—
Per Occurrence
$5,000,000
Annual Aggregate
$5,000,000
The policy must be endorsed to include the following additional insured language: “The City of
Chandler its agents, representatives, officers, directors, officials, employees, and volunteers must be
named as an additional insured with respect to liability arising out of the activities performed by
Licensee.”
The policy must include coverage for: (a) cleanup of sudden or accidental pollution conditions arising
from the System, as defined in the License; (b) cleanup of new conditions arising from Licensee’s
operations and use of Public Rights-of- Way or City-owned property under this License and third-party
claims for on and off-site bodily injury and property damage. Licensee self-insures this risk.
Licensee warrants that any retroactive date under the policy must precede the Effective Date of this
License; and that either continuous coverage will be maintained or an extended discovery period will
be exercised for a period of two (2) years beginning at the time work under this License is completed.
7.2.5.
Tech E&O, Network Security and Privacy Liability Insurance (Cyber), where insurable by law:
Per Loss
$10000000
Annual Aggregate
$10,000,000
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11

(a) In the event that the professional liability insurance required by this License is written on a
claims-made basis, Licensee warrants that any retroactive date under the policy will precede the
Effective Date of this License; and that either continuous coverage will be maintained or an
extended discovery period will be exercised for a period of two (2) years beginning at the
Effective Date of this License. If such insurance is maintained on an occurrence form basis,
Licensee must maintain such insurance for an additional period of one (1) year following
termination or expiration of this License. If such insurance is maintained on a claims-made basis,
Licensee must maintain such insurance for an additional period of three (3) years following
termination or expiration of this Licensee. If Licensee contends that any of the insurance it
maintains pursuant to other sections of this clause satisfies this requirement (or otherwise insures
the risks described in this section), Licensee must provide proof of same.
(b) The insurance must provide coverage for the following risks: (i) Liability arising from theft,
dissemination and I or use of confidential information (a defined term including but not limited to
bank account, credit card account, personal information such as name, address, social security
numbers, etc. information) stored or transmitted in electronic form; (H) Network security liability
arising from the unauthorized access to, use of or tampering with the System including hacker
attacks, inability of an authorized third party, to gain access to your services including denial of
service, unless caused by a mechanical or electrical failure; (Hi) Liability arising from the
introduction of a computer virus into, or otherwise causing damage to, a customer’s or third
person’s computer, the System, network or similar computer related property and the data,
software, and programs thereon.
(c) The policy must provide a waiver of subrogation.
7.3
Additional Insurance Requirements: The policies must contain, or be endorsed to contain, the following
provisions: Licensee’s insurance coverage must be primary insurance and non-contributory with respect to the
obligations that Licensee has undertaken under this License. The policies must contain a severability of interest
clause and waiver of subrogation against the City, its officers, officials, agents, volunteers, and employees, for
losses arising from work performed by the Licensee under this License.
7.4
Notice of Cancellation: Each insurance policy required by the insurance provisions of this License must
provide the required coverage and must not be canceled or materially changed except after thirty (30) days prior
written notice has been given to the City. Such notice must be sent directly to the addresses listed below and
must be sent by certified mail, return receipt requested:
City of Chandler
Attention: Development Services Department
P.O. Box 4008, Mail Stop 405
Chandler, Arizona 85244-4008
Phone: (480) 782-3000
Email: tuf@chandleraz.gov
With a copy to:
Office of the City Attorney
Attention: Risk Management
175 South Arizona Avenue
P.O. Box 4008 Mail Stop 602
Chandler, Arizona 85244-4008
Phone: (480) 782-4640
Fax: (480) 782-4652
Email: legal.noticeschandleraz.gov
7.5
Acceptability of Insurers: Insurance is to be placed with insurers duly licensed or approved unlicensed
companies in the State of Arizona and with an “A.M. Best” rating of not less than A- VII. City in no way warrants
that the above-required minimum insurer rating is sufficient to protect Licensee from potential insurer insolvency.
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12

7.6
Verification of Coverage: Licensee must furnish City with certificates of insurance (ACORD form or
equivalent approved by City) as required by this License. The certificates for each insurance policy are to be
signed by a person authorized by that insurer to bind coverage on its behalf. All certificates and endorsements are
to be received and approved by City before work commences. Each insurance policy required by this License
must be in effect at or prior to commencement of work under this License and remain in effect for the duration of
the License. Failure to maintain the insurance policies as required by this License or to provide evidence of
renewal is a material breach of this License. All certificates required by this License must be sent directly to the
City of Chandler Development Services Department with a copy to Risk Management as the addresses listed in
Section 7.4. The License number and description are to be noted on the certificate of insurance. At City’s
request, Licensee must make certified copies of all insurance policies required by this Licensee available for City’s
review through a representative and at a location within Maricopa County, Arizona designated by Licensee.
7.7
Contractors: Licensee’s certificate(s) must include all contractors as additional insureds under its policies
or contractors must maintain separate insurance as determined by Licensee and contractors must name City of
Chandler as an additional insured, however1 contractor’s limits of liability must not be less than $1,000,000 per
occurrence, $2,000,000 aggregate.
7.8
Approval: Any modification or variation from the insurance requirements in this License must have prior
approval from the Office of the City Attorney, whose decision will be final. Such action will not require a formal
contract amendment but may be made by administrative action.
7.9
Indemnity. In addition to all other indemnities and other obligations hereunder, to the fullest extent permitted
by law, throughout the term of this License or any and all permits and until all obligations and performances under or
related to this License are satisfied and all matters described in this paragraph are completely resolved, Licensee and
all other persons using, acting, working, or claiming through or for Licensee (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) must
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 Licensee’s use of the Public Rights-of-Way or other City-owned property or the
rights granted to Licensee with respect to the Public Rights-of-Way or City-owned property or Licensee’s exercise of
its rights under this License (the “Indemnity’). Without limitation, the Indemnity must 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 (together with all reasonable attorney fees, court costs, and the cost of appellate
proceedings and all other costs and expenses of litigation or resoMng the claim) that may arise in any manner out of
Licensee’s use of the Public Rights-of-Way or other City-owned property pursuant to this License or any and all
Permits, or any actions, acts, errors, mistakes or omissions relating to work or services in the performance of or
related to this License by Licensee, 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 Public Rights-of-Way or other City-owned property or surrounding areas related to Licensee’s exercise of its rights
under this License, except to the extent caused by City or any other Additional Insured or anyone for whose mistakes,
errors, omissions, or negligence City may be liable. Notwithstanding the foregoing, The Indemnity does not apply to: (i)
Claims arising from the sole negligence or intentionally wrongful acts of City; or (H) Claims that the law prohibits from
being imposed upon the indemnitor.
7.10
Risk of Loss. Licensee assumes the risk of all loss, damage or claims related to Licensee’s use of the Public
Rights-of-Way or other City-owned property, Licensee or third parties throughout the term of this License and the
term(s) of all permits. Licensee must be responsible for all damage to its property and equipment related to this
License unless caused by the negligence of the City or its agents or contractors.
7.11
Insurance to be Provided by Others. Licensee must cause its contractors or other persons occupying,
working on or about, or using the Public rights-of-Way or City-owned property under this License to be covered by
their own or Licensee’s insurance as required by this License. The required policy limits for commercial general
liability insurance provided by such persons must be $1,000,000 for each occurrence, $1,000,000 for products and
completed operations annual aggregate, and $2,000,000 general aggregate limit per policy year. This paragraph does
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not appiy to persons who do not actually perform physical labor in the Public Rights-of-Way or on other City-owned
property (such as Licensee’s consulting design engineers).
SECTION 8. TRANSFER OF LICENSE
81
No Assignment Wthout Consent. This License and the related rights and privileges may not be assigned or
otherwise transferred without the express written consent of the City by an ordinance or resolution passed by the
Chandler City Council, which consent will not be unreasonably withheld or delayed. Any license that is assigned or
otherwise transferred pursuant to this Section must be equally subject to all the obligations and privileges of this
License including any amendments, which will remain in effect, as if the assigned License was the original License.
8.2
No Lease Without Consent.
The License must not be sublet or assigned, nor must any of the related
rights or privileges be leased, assigned, sold, or transferred, either in whole or in part, nor must title, either legal or
equitable, or any right, or property interest pass to or vest in any person other than Licensee, by act of the Licensee or
operation of law, without the written consent of City, which consent will not be unreasonably withheld or delayed. Prior
to any proposed assignment becoming final, Licensee must seefc the City’s consent.
8.3
Notice to City. The approval of any change in ownership interest must include an assignment agreement
signed by the assignee, Licensee, and City. Licensee must provide City a copy of the deed, license, mortgage, lease,
or other written instrument evidencing such sale, transfer, or lease, certified, and sworn to as correct by the Licensee.
Licensee must notify the City within 60 days of any change in mailing address.
8.4
Binding on Assignee. After assignment, this License, including any amendments, shall be binding on the
assignee to the full extent that is binding upon Licensee.
8.5
Conditional Ownership. Nothing in this Section prohibits a pledge, hypothecation, mortgage, or similar
instrument transferring conditional ownership of all or part of Licensee’s assets to a lender or creditor in the ordinary
course of business, In the event a lender assumes control of the assets and operation of Licensee, the lender may
assume the rights and obligations of the Licensee. The Lender may not transfer or change control of the License
without submitting the change to the City for approval. If the lender does continue operation on any basis at any time,
the lender shall be subject to all provisions of the License. No later than three years after assumption of control by the
lender, the lender must apply to the City for the right to continue assumption of control or to transfer the License.
Application by the Lender for approval of assumption of control or transfer must be subject to consent by the Chandler
City Council that may not be unreasonably denied or withheld. A “Lender’ for the purposes of this License does not
include a Licensee, person, or corporation, or other entities that operate cable television systems or fiber optics
telecommunications systems as a principal or important business. This paragraph is intended to prohibit the intentional
use of lending and/or foreclosure as a method for effecting change of control or transfer of the License without City
Council review and approval.
8.6
Assignee Warranty. Notwithstanding the foregoing, prior consent will not be required for transfer to any
company which owns or controls, is owned or controlled by, or under common control with the Licensee, provided that,
no such transfer will be valid unless Licensee and the proposed transferee submit a binding license and warranty to the
City stating that:
8.6.1 The proposed transferee has read, accepts, and agrees to be bound by the terms of the License.
8.6.2 The proposed transferee assumes all obligations, liabilities, and responsibility pursuant to the License
for the acts and omissions of Licensee, known and unknown, for all purposes, and agrees that the
transfer will not permit it to take any position or exercise any right which Licensee could not have
exercised; and
8.6.3 The transfer will not substantially diminish the financial resources available to the Licensee.
8.7
Transfer Description. Prior to executing such transfer described in this Section, Licensee and the proposed
transferee must submit to the City a description of the nature of the transfer and submit complete information regarding
the effect of the transfer on the direct and indirect ownership and control of the Licensee. Licensee may be required to
Final TCA Telecom License Version 3 Dated 7-26-2022
14

pay a new application fee of $3,000 to cover the legal, administrative, and other expenses related to every transfer
(other than the sale of publicly traded stock) or to any request for a consent to transfer.
SECTION 9. NON-EXCLUSIVE RIGHTS
9.1
Non-Exclusive Rights.
This grant is not exclusive and nothing herein contained may be construed to prevent
City from granting other like or similar grants or privileges to any other person, firm, or corporation, or to deny to or
lessen the powers and privileges granted City under the Constitution and laws of the State of Arizona.
9.2
Priority Rights.
Any and all rights granted to Licensee under this License must be exercised at Licensee’s
sole cost and expense and are subject to the prior and continuing right of City to use all the Public Rights-of-Way and
other City-owned property concurrently, with any other person or persons, and further will be subject to all deeds,
easements, dedications, conditions, covenants, restrictions, encumbrances, and claims of title that may affect the
Public Rights-of-Way and on other City-owned property. Nothing in this License will be construed to grant, convey,
create, or vest a perpetual real property interest in and to Licensee, including any fee or leasehold interest, easement,
or any franchise rights.
SECTION 10. VIOLATION USE FEES AND PUBLIC SAFETY VIOLATIONS
10.1
Material Breach by Licensee. Licensee, its affiliates, agents, employees, contractors, successors,
assigns, and representatives must comply with and perform each obligation required of Licensee as set forth in
this License. The following constitute a material breach by Licensee:
10.1.1 Licensee’s failure to cure an event of default as described in this License within ten days from the
date the notice is deemed received from the City as provided in Section 14.16.
10.1.2 Licensee engages in a pattern of repeated failure (or neglect) to timely perform or observe any
provision of this License after City has given notice as provided in Section 14.16 of any failure by
Licensee to comply with its obligations set forth in this License (collectively “repeated default”). The
following constitute repeated default: (a) the City issues a notice of default to Licensee within any 30-day
period following the notice date of a prior event of default, (b) the City issues three or more notices of
default to Licensee within any 90-day period following the notice date of a prior event of default, or (c) the
City issues six or more notices of default to Licensee within any 12-month period following the notice date
of a prior event of default.
10.2
Events of Default. All agreements and permits issued to Licensee under this License are approved upon
the condition that each of the following events will be deemed an “Event of Default” for Licensee’s failure to
perform or satisfy the following material obligations:
10.2.1 If Licensee fails to make timely payment of the fees and charges required under any license
agreement or permit granted by the City.
10.2.2 If Licensee fails to operate the System under the terms and conditions set forth in this License.
10.2.3 If Licensee fails to maintain any insurance or letter of credit required under this License.
10.2.4 If City is exposed to any liability, obligation, damage, cost, expense, or other claim of any
description, whether asserted, unless Licensee gives immediate notice to City of Licensee’s commitment
to indemnify, defend, and hold City harmless against such claim and Licensee does in fact promptly
commence and continue to indemnify, defend, and hold City harmless against such claim.
10.2.5 If Licensee fails to timely and completely do or perform or observe any other provisions of this
License and such failure continues for a period of 30 days after City has notified Licensee in writing of
such failure or neglect.
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15

10.3
City’s Remedies for Material Breach. Upon the occurrence of any material breach or at any time
thereafter, City may, at its option, exercise at Licensee’s expense any or all or any combination of the following
cumulative remedies in any order and repetitively at City’s option: (i) revoke any or all license agreements and
permits due to Licensees breach as provided in Section 12. The City’s revocation does not terminate Licensee’s
obligations arising during the time simultaneous with or prior to the revocation, and in no way terminates any of
Licensee’s liability related to any breach of this License; (N) pay or perform, for Licensee’s account, in Licensee’s
name, and at Licensee’s expense, any or all payments or performances required to be paid or performed by
Licensee (Ni) abate at Licensee’s expense any violation of this License; (iv) Notwithstanding anything under this
License to the contrary, unilaterally and without Licensee’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 Licensee or by any third party (whether or not specifically mentioned herein) and use the proceeds for any
remedy permitted by this License; (v) Require an additional security deposit adequate in City’s sole discretion to
protect the Public Rights-of-Way: (vi) Assert, exercise, or otherwise pursue at Licensee’s expense any and all
other rights or remedies, legal or equitable, to which City may be entitled, subject only to the limitation set out
below on City’s ability to collect money damages in light of the Violation Use Fee; (vii) Impose civil sanctions for
public safety violations as provided in this License.
10.4
Violation Use Fee.
In lieu of certain money damages (the “Inconvenience Costs”) set out below, the
following use fees apply to Licensee’s material breach of specific terms of this License (the “Violation Fee
Provisions): (i) 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 the use of Public
Rights-of-Way by City, competing users, and the public when Licensee fails to comply with the Violation Fee
Provisions; and (N) Licensee’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
Licensee paying to City as damages the actual amount of the Inconvenience Costs for violating the Violation Fee
Provisions, Licensee must pay the following Violation Use Fees. The City may elect to draw upon the letter of
credit to collect the Violation Use Fee. For continuing violations within a 24-hour period, each calendar day is
considered a separate period for purposes of recovery of violation use fees. The Violation Fee Provisions and the
amount of the Violation Use Fee per day or part thereof are as follows:
Use
r
Violation Use Fee Description
day
$600
Licensee’s failure to properly restore the public right-of-way within ten days after notice, or
timely perform work within ten days after notice, or to correct related violations of
specifications, code, ordinance, or standards within ten days after notice, or six or more
breaches by Licensee within twelve consecutive months.
$500
Three or more material breaches by Licensee within 90 consecutive days
$250
Licensee’s failure to make Licensee’s books and records available as required by this License
within ten days of such request or one or more material breaches by Licensee within 30
consecutive days.
A Violation Use Fee is only intended to remedy inconvenience costs that City suffers because of Licensee’s
breach of the Violation Fee Provisions. Licensee’s payment of Violation Use Fee does not in any way excuse any
breach by Licensee of this License or limit in any way Licensee’s obtaining any other legal or equitable remedy
provided by this License or otherwise for such breach. For example, Licensee’s obligation to pay Violation Use
Fee does not in any way satisfy Licensee’s indemnity and insurance obligations under this License, which apply
according to their terms in addition to Licensee’s obligation to pay Violation Use Fee.
10.5
Enforcement of Violation Use Fees; Apoeal. The City Manager or designee is authorized to issue notices
of violation of this License and may take those measures necessary to promote, preserve, and protect public
health, safety, and welfare within the Public Rights-of-Way and City-owned property through Violation Use Fees.
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The City Manager will issue a warning for the first violation by a Licensee under this section. The City Manager or
designee will issue notice to the Licensee as listed in Section 14.16. If City determines that Licensee is liable for
Violation Use Fee, the City will issue to Licensee a notice of City’s assessment of a Violation Use Fee to Licensee
as provided in Section 14.16. The notice will set forth the nature of the violation and the amount of the
assessment. Licensee must pay the Violation Use Fee within ten days of the date of the City’s notice or may
appeal the notice of violation as provided in Chandler City Code § 1-7.
10.6
Public Safety Violations; Civil Sanctions. In addition to imposing a Violation Use Fee, the City
Manager/Designee is authorized to issue notices of violation of this License, prosecute such violations as
provided in Chandler City Code sec.1 -B, and may take those measures necessary to promote, preserve, and
protect public health, safety, and welfare within the Public Rights-of-Way and City-owned property. The City
Manager/Designee will issue a warning for the first violation by a Licensee under this section. The City
Manager/Designee will issue notice to the Licensee as listed in Section 14.16.
10.7
Failure to Pay Civil Sanction. Failure of a party to pay a civil sanction upon final adjudication of the civil
action as provided by law may result in the automatic termination of this License and any such party may be
prohibited from obtaining additional licenses or permits until all outstanding civil sanctions have been dismissed or
paid in full.
10.8
Non-waiver. Licensee acknowledges Licensee’s unconditional obligation to comply with this License. No
failure by City to demand any performance required of Licensee under this License, and no acceptance by City of
any imperfect or partial performances under this License, will excuse such performance or impair in any way
City’s ability to insist, prospectively and retroactively, upon full compliance with these terms and conditions. No
acceptance by City of Use Fee payments or other performances hereunder will be deemed a compromise or
settlement of any right City may have for additional, different, or further payments or performances as provided for
in these terms and conditions. Any waiver by City of any breach of condition or covenant herein contained to be
kept and performed by Licensee will not be deemed or considered as a continuing waiver and will 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 Licensee concerning
payments or other performances due hereunder, or failure by City to demand any performance hereunder, will
excuse Licensee from compliance with its obligations nor estop 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 License. No
waiver of any description (including any waiver of this sentence or paragraph) will 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.
10.9
Reimbursement of City’s ExDenses. Licensee must pay to City within 30 days after City’s demand all
amounts expended or incurred by City in performing Licensee’s obligations (upon Licensee’s failure to perform
the same after notice from City) together with interest thereon at the rate of 10% per annum from the date
expended or incurred by City.
SECTION 11. ABANDONMENT
11.1
Abandonment; Removal of Facilities. In the event that the use of a substantial part of any of the System
is discontinued for any reason for a continuous period of two (2) years for reasons other than Force Majeure, or in
the event such System or property has been installed in any Public Rights-of-Way or other City-owned property
without complying with the requirements of this License, or this License has terminated or been revoked,
Licensee must promptly, upon being given 60 days’ notice from the City, begin removal of the System and
related appurtenances from the Public Rights-of-Way and other City-owned property other than such underground
facilities which the City may permit to be abandoned in place.
In the event of such removal, Licensee must
promptly restore the Public Rights-of-Way and other City-owned property or other area from which such property
has been removed to a condition satisfactory to the City subject to the City’s customary practice to review upon
request of Licensee. As a minimum, Licensee must restore the Public Rights-of-Way and other City-owned
property to a condition as existed prior to the removal of the structure or property.
Final TCATeIecom License Version 3 Dated 7-26-2022
17

11.2
Permanent Abandonment. The System and any other property of Licensee remaining in the Public
Rights-of-Way and other City-owned property without the consent of the City 180 days after the revocation of the
License will be at the option of the City considered permanently abandoned.
Any Licensee property permitted to
be abandoned in place will be abandoned consistent with CCC. § 46-2.9, 46-8.12(K), the Utility Permit Manual,
Transportation and Development Policy TDP-275, and any other applicable law.
SECTION 12. LICENSE REVOCATION
In addition to the remedies set forth in Section 10, the City may revoke, alter, or suspend this License as follows.
12.1
Revocation for Nonuse. Not later than 24 months after the Effective Date, Licensee must offer and provide
Telecommunication Services or Intrastate Telecommunication Services to at least one subscriber within the Service
Area authorized by the License or amended License unless the Licensee cannot meet the requirement for reasons
beyond the Licensee’s control as provided in the License. If Licensee fails to comply with this section, the City may
revoke this License for the affected Service Area.
12.2
Revocation for Cause. In addition to the remedies listed in C.C.C. chapter 46 and subject to these terms and
conditions, this License may, after City Council consideration, be revoked, altered, or suspended by the City as the City
deems necessary for any of the following events of default (i) Licensee’s failure to file and maintain any faithful letters
of credit, insurance coverage, or pay any fees or taxes due and owing as required under this License; (ii) Licensee’s
failure to comply with an applicable law, rule, or regulation related to the operation of the System, this License, or as
required by the appropriate regulatory authority;
(iU) fraud by Licensee, in its conduct or relations under this License;
(iv) Licensee’s willful or grossly negligent violation of this License; (v) six or more License violations that occur within
twelve consecutive months; (vi) Licensee’s failure to comply with any federal, state, local, or administrative order, law,
permit, regulation, or consent decree as such may apply to Licensee’s activities and services as contemplated in this
License; (vii) permanent or temporary suspension of Licensee’s services for a period of 180 or greater consecutive
calendar days by the United States or the State of Arizona for any authorizations legally required for Licensee to own,
operate, maintain, or construct the System; and (vNi) If Licensee is the subject of a voluntary or involuntary bankruptcy,
receivership, insolvency, or similar proceeding or if any assignment of any of Licensee’s property is made for the
benefit of creditors or if Licensee is not regularly paying its debts as they come due.
12.3
Additional Cure Period. Due to the gravity of the events of default listed in Section 12.2, Licensee is
provided additional time (when compared to Section 10) to cure these events of default. If any of the foregoing
events in Section 12.2 occur, Licensee must cure the default within 60 days after receipt of notice from the City as
provided in Section 14.16. Licensee will be held in material breach under this Section 12: (i) if Licensee fails to
cure the event of default listed in Section 12.2 within 60 days after notice from the City; or (ii) if an event of a
default listed in Section 12.2 cannot be cured within 60 days after notice from the City and Licensee fails to begin
and diligently pursue to cure the default.
12.4
City Determination; City Council Consideration.
If Licensee fails to provide services as set forth in Section
12.1 or Licensee is held in material breach as provided in Section 12.3, the City will notify Licensee as provided in
Section 14.16 of the City’s determination to terminate, postpone for a period, or proceed with the revocation,
alteration, or suspension of this License. As part of this determination, the City wiN state the principal reasons that
support the City’s determination. Licensee may appeal the City’s determination as provided in Chandler City
Code sec.1-7 within ten business days from the date of the determination. If Licensee fails to timely appeal the
City’s determination or if Licensee’s appeal fails, the City may proceed to terminate, postpone for a period, or
proceed with the revocation, alteration, or suspension of this License by presenting this matter to the Chandler
City Council for consideration at the Council’s next regularly scheduled Council meeting. The City will send a
written statement of proposed action by certified U.S. mail, return receipt requested, to Licensee as provided in
Section 14.16. The written statement of proposed action must include the date and time of the City Council
meeting and the principal reasons for the proposed action. The City Council may take any final action the Council
deems necessary and prudent related to the License.
12.5
Removal of Facilities. Upon revocation of this License, the City may declare a forfeiture, whereupon all
rights and privileges of Licensee under this License will immediately be divested without a further act upon the
part of Licensee, and Licensee must remove its structures or property from the Public Rights-of-Way and other
Final TCA Telecom License Version 3 Dated 7-26-2022
18

City-owned property and restore the Public Rights-of-Way and other City-owned property to the condition as
existed prior to the removal of the structure or property. Upon Licensee’s failure to do so within six months of
revocation, the City may perform the work and collect the City’s cost from Licensee. At the City’s option, Licensee
may abandon structures or property in place as provided in this License. At a minimum, the Public Rights-of-
Way and other City-owned property must be restored to a condition as existed before the removal of the
structures or property.
SECTION 13. EFFECT OF EXPIRATION, REVOCATION, OR TERMINATION OF LICENSE
13.1
Services. Upon expiration, revocation, or termination of this License for any reason, Licensee may enter
good-faith negotiations with the City or other governmental authority for a period of 180 days from the date of
expiration, revocation, or termination to obtain a license, permit, or other approval or agreement that may be
lawfully required to allow Licensee to continue use of the Public Rights-of- Way and other City-owned property.
13.2
Holding Over.
In any circumstance whereby Licensee continues to occupy the Public Rights-of-Way and
other City-owned property after the expiration of this License, the Licensee’s hold over operates as a renewal or
extension of this License on a month-to-month basis that may be terminated at any time by the City upon 60 days’
written notice to Licensee, or by Licensee upon 60 days’ written notice to the City.
SECTION 14. GENERAL CONDITIONS
14.1
License Administrator and Enforcement.
In all matters of License administration, the City Manager has
authority to determine Licensee’s compliance with the terms and provisions of the License, and in the event of
non-compliance, to exercise any or all the remedies included in this License.
14.2
Right of Inspection of Construction. The City may inspect all construction or installation work performed
subject to the provisions of this License and to make such tests as it deems necessary to ensure compliance with
the terms of this License and other pertinent provisions of law.
14.3
Right of Intervention, The City may intervene in any suit or proceeding related to or arising out of this
License to which Licensee is party, and Licensee may not oppose such intervention by the City.
14.4
Public Records Acknowledgment, Notwithstanding any provision in this License, Licensee acknowledges
and understands that the City is a political subdivision of the State of Arizona and is subject to the disclosure
requirements of Arizona’s Public Records Law (A.R.S. § 39-121 et seq.).
14.5
Permission of Property Owner Reguired. This License does not convey the right to install any part of
Licensee’s System on private property.
14.6
Compliance With Laws. Licensee must comply with all federal, state, and City ordinances, resolutions,
rules, and regulations related to the rights and duties granted Licensee under this License.
14.7
No Recourse. Licensee has no recourse whatsoever against the City or its officials, boards,
commissions, agents, or employees for any loss, costs, expense, or damage arising out of any provision,
requirement, enforcement, or defect in this License.
14.8
Non-Enforcement by the City. Licensee will not be relieved of its obligation to comply with any of the
provisions of this License by reason of the City’s failure to insist upon or to seek compliance with any term and
condition.
14.9
License Documents. Licensee must submit to the City the letter of credit and insurance certificates as
required by the License within 90 days of the Effective Date. The License granted is not legally operative until all
of Licensee’s requirements in this Section are completed. In the event Licensee does not timely satisfy these, this
License will be deemed null and void unless Licensee’s period to comply is extended by the Council.
Final TCA Telecom License Version 3 Dated 7-26-2022
19

14.10
Survival of Warranties. Licensee’s representations and warranties made as part of the grant of this
License, or any permit issued under this License survive termination or revocation of this License.
14.11
Hazardous Substances. Licensee will, at its own cost, be responsible for proper investigation and
management of all Hazardous Substances under its control, including Hazardous Substances Licensee uses,
generates, or disposes of, and must comply with all Environmental Laws to carry out its obligations under this
License.
In the event Licensee releases to the environment Hazardous Substances under its control, to the
extent that a governmental agency with jurisdiction requires reporting, investigation, cleanup, or remedial
measures to be taken, Licensee must, at its sole cost and expense, promptly undertake such required actions. If
Licensee discovers a Pre-existing Environmental Condition, Licensee will immediately notify the City in writing as
provided in Section 14.16.
14.12
Right of Cancellation. Licensee acknowledges that this License is subject to cancellation by the City
under A.R.S. § 38-511.
14.13
Covenant Against Contingent Fees. Licensee warrants that no person has been employed or retained to
solicit or secure this License upon an agreement or understanding for a commission, percentage, brokerage, or
contingent fee; and that no member of the City Council, or any employee of the City has any interest, financially or
otherwise, in this License. For breach or violation of this warranty, the City has the right to annul this License
without liability or at its discretion to deduct from the License price or consideration, the full amount of such
commission, percentage, brokera9e, or contingent fee.
14.14
Independent Contractor. Any provision in this License that may appear to give the City the right to direct
Licensee or Licensee the right to direct the City as to the details of accomplishing the work or to exercise a
measure of control over the work means that the party will follow the wishes of the other party as to the results of
the work only.
14.15
Jurisdiction; Goveming Law; Venue. As a condition of the grant of this License, Licensee acknowledges
and accepts that Licensee is subject to personal and subject mailer jurisdiction of Arizona state courts. Arizona
law governs this License, both as to interpretation and performance. Any action at law, suit inequity, or judicial
proceeding to enforce this License must be instituted in a court located in Mancopa County, Arizona.
14.16
Delivery, Procedure of Notices and Communications. All notices, consent, or other communication under
this License must be in writing and: (i) delivered in person; or (ii) sent by electronic mail and deposited in the
United States mail, postage prepaid, certified mail, return receipt requested; or (Ni) deposited with any commercial
air courier or express service and addressed as follows:
To Licensee:
Teleport Communications America, LLC
Attention: Christopher Och
One AT&T Way
Room 3A234
Bedminster, NJ 07921
/
Phone: 908-234-3722
Email: co1471@att.com
Wth a copy to:
AT&T Services, Inc.
208 S. Akard Street
Dallas, TX 75202
Attention: Legal Department
— Network Services
To the City:
City of Chandler
Attention: Development Services Department
P.O. Box 4008, Mail Stop 405
Chandler, Arizona 85244-4008
Phone: (480) 782-3000
Email: tuf@chandleraz.gov
Final TCA Telecom License versIon 3 Dated 7-26-2022
20

With a copy to:
Office of the City Attorney
175 South Arizona Avenue
P.O. Box 4008 Mail Stop 602
Chandler, Arizona 85244-4008
Phone: (480) 782-4640
Fax: (480) 782-4652
Email: legal.noticeschandleraz.gov
Notice will be deemed received at the time it is personally served, on the second day after its deposit with any
commercial air courier or express service or, if mailed, three (3) calendar days after the notice is deposited in the
United States mail as evidenced by the certified mail receipt. Any period stated in a notice will be computed from
the time the notice is deemed received unless noted otherwise. Any party may change its mailing address, phone
number, email address or the person to receive notice by notifying the other party as provided in this Section.
Notices sent by electronic mail must also be sent by certified mail to the recipient at the above address.
14.17
OrganizationlEmplovment Disclaimer. This License is not intended to constitute, create, give rise to, or
otherwise recognize a joint venture, agreement, or relationship, partnership, or formal business organization of
any kind, and the rights and obligations of the Parties will be only those expressly set forth in this License.
14.18
Entire Agreement: Amendment; Waivers. This License, and the below listed exhibits which are
incorporated herein by this reference and are attached and/or on file at the City and available for inspection,
constitute the entire agreement between the City and Licensee with respect to the transactions contemplated
therein and supersede all prior negotiations, communications, discussions, and correspondence, whether written
or oral, concerning the subject matter hereof. No supplement, modification, or amendment of any term of this
License will be deemed binding or effective unless executed in writing by the Parties. No waiver of any of the
provisions of this License will be deemed, or will constitute, a waiver of any other provisions, whether similar, nor
will any waiver constitute a continuing waiver. No waiver is binding unless expressly executed in writing by the
Party making the waiver.
Exhibit A — Service Area
Exhibit B — Form Letter of Credit
14.19
Right of Parties. Nothing in this License, whether express or implied, is intended to confer any right or
remedies under or by reason of this License on any persons other than the Parties to this License and their
respective successors and permitted assigns, nor is anything in this License intended to relieve or discharge any
obligation or liability of any person who is not a party to this License, nor will any provisions in this License give
any persons not a party to this License any right of subrogation or action over or against any Party to this License.
14.20
Construction. This License is the result of negotiations between the Parties, none of whom has acted
under any duress or compulsion, whether legal, economic, or otherwise. Accordingly, the terms and provisions of
this License will be construed in accordance with their usual and customary meanings. The Parties hereby waive
the application of any rule of law that otherwise would be applicable in connection with the construction of this
License that ambiguous or conflicting terms or provisions should be construed against the party who (or whose
attorney) prepared the executed License or any earlier draft of the same. Unless the context of this License
otherwise clearly requires, references to the plural include the singular and the singular the plural. The words
“hereof, “herein,” “hereunde?’ and similar terms in this License refer to this License as a whole and not to any
particular provision of this License. All references to “Sections” herein refer to the sections and paragraphs of this
License unless specifically stated otherwise. The section and other headings contained in this License are
inserted for convenience of reference only, and they neither form a part of this License nor are they to be used in
the construction or interpretation of this License.
14.21
Severability.
If any covenant, condition, term, or provision of this License is held to be illegal, or if the
application of this License to any person or in any circumstances to any extent be judicially determined to be
invalid or unenforceable, the remainder of this License or the application of such covenant, condition, term, or
provision to persons or in circumstances other than those to which it is held invalid or unenforceable, must not be
Final TCA Telecom License Version 3 Dated 7-26-2022
21

affected, and each covenant, term, and condition of this License is valid and enforceable to the fullest extent
permitted by law.
14.22
Cooperation and Further Documentation. Each of the Parties agree to provide the other with such
additional and other duly executed documents as are reasonably requested to fulfill the intent of this License.
14.23
Force Majeure. For the purpose of any of the provisions of this License, neither Licensee nor the City, as
the case may be, will be considered in breach of or in default of their obligations under this License as a result of
the enforced delay in performance of such obligations due to unforeseeable causes beyond its control and without
its fault or negligence, including, but not limited to: acts of God, acts of the public enemy, acts of the Federal
Government, acts of the Salt River Project, acts of Maricopa County, acts of the State of Arizona or any of its
departments, acts of any railroad, fire, floods, epidemics, pandemics, strikes, lock outs, freight embargoes, and
unusually severe weather; it being the purpose and intent of this provision that in the occurrence of any such
enforced delay, the time for performance of Licensee’s and the City’s obligations, as the case may be, will be
extended for the period of the enforced delay, provided that the party seeking the benefit of this provision will
have notified the other party in writing of the cause or causes, and requested an extension for the period of the
enforced delay.
If notice by the party claiming such extension is sent to the other party more than 30 days after
commencement of the cause, the period of delay will be deemed to commence 30 days prior to the giving of such
notice.
14.24
On-Call Assistance. Licensee must be available 24 hours a day, seven days a week to City staff of any
City department with jurisdiction over Licensee’s activities related to problems or complaints resulting from the
installation, operation, maintenance! or removal of the System.
14.25
Lecal Worler Reouirements. A.R.S. § 41-4401 prohibits the City from awarding a contract to any party who
fails, or whose contractors fail, to comply with A.R.S. § 23-214(A). Therefore, Licensee and each contractor it uses
warrants their compliance with all federal immigration laws and regulations that relate to their employees and their
compliance with 23-214, subsection A. A breach of this warranty will be deemed a material breach of this License and
may be subject to penalties up to and including revocation of the License. City retains the legal right to inspect the
papers of Licensee’s or contractor’s employees who provide services under this License to ensure that Licensee and
its contractors comply with this warranty.
14.26
Lawful Presence Reauirement. A.R.S. § 1-501-502 prohibit the City from awarding a contract to any natural
person who cannot establish that such person is lawfully present in the United States. To establish lawful presence, a
person must produce qualifying identification and sign a City-provided affidavit affirming that the identification provided
is genuine. This requirement will be imposed at the time of contract award. This requirement does not apply to
business organizations such as corporations, partnerships, or limited liability companies.
14.27
itten Acceptance. Licensee’s execution of this Ucense constitutes Licensee’s acceptance of this License
as granted and its agreement to be bound by and to comply with the terms and conditions of this License. Licensee’s
signature must be acknowledged by Licensee before a notary public.
14.28
Data ConfldentialiW and Data Security. As used in this License, data means all information, whether written or
verbal, including plans, photographs, studies, investigations, audits, analyses, samples, reports, calculations, intemal
memos, meeting minutes, data field notes, work product, proposals, correspondence and any other similar documents
or information prepared by, obtained by, or transmitted to Licensee as part of the terms and conditions of this License.
Except as specifically provided in this License, Licensee must not divulge data to any third party without the City’s prior
written consent. These prohibitions do not apply to the following data: (i) data which was known to the Licensee prior to
the Effective Date; or (H) data which was acquired by the Licensee in its performance under this License and which was
disclosed to the Licensee by a third party, who to the best of the Licensee’s knowledge and belief, had the legal right to
make such disclosure and the Licensee is not otherwise required to hold such data in confidence; or (Hi) data which is
required to be disclosed by virtue of law, regulation, or court order, to which the Licensee is subject. Licensee assumes
all liability to maintain the confidentiality of the data in its possession and agrees to compensate the City if any of the
provisions of this Section are violated by the Licensee, its employees, agents, or subcontractors. Solely for the
purposes of seeking injunctive relief, it is agreed that a breach of this Section must be deemed to cause irreparable
Final TCATeIecom License version 3 Dated 7-26-2022
22

harm that justifies injunctive relief in court. To the extent permitted by law, the City shall comply with this Section 14.28
with respect to Licensee’s confidential information.
14.29
Personal Identifying Information-Data Security. Personal identifying information, financial account information,
or restricted City information, whether electronic format or hard copy, must be secured and always protected by
Licensee. At a minimum, Licensee must encrypt or password-protect electronic files. This includes data saved to laptop
computers, computerized devices, or removable storage devices. When personal identifying information, financial
account information, or restricted City information, regardless of its format, is no longer necessary, the information must
be redacted or destroyed through appropriate and secure methods that ensure the information cannot be viewed,
accessed, or reconstructed. If data collected or obtained by Licensee or its agents in connection with this License is
believed to have been compromised, Licensee or its agents must immediately notify the City contact. Licensee agrees
to reimburse the City for any costs incurred by the City to investigate potential breaches of this data and, where
applicable, the cost of notifying individuals who may be impacted by the breach. It is further agreed that a violation of
this Section must be deemed to cause irreparable harm that justifies injunctive relief in court. The obligations of Holder
under this Section must survive the termination of this License.
14.30
Public Emergency. City shall have the right, because of a public emergency, to sever, disrupt, dig-up or
otherwise destroy facilities of Licensee without any prior notice to Licensee, lithe action is deemed reasonably
necessary by the City Manager, Fire Chief, Police Chief, City Street Transportation Director, Public Works Director or
Water Services Oirector. A public emergency may be any condition which, in the opinion of any of the officials named,
poses an immediate threat to the lives or property of the residents of the City or others caused by any natural or man
made disaster, including but not limited to, storms, floods, fire, accidents, explosions, major water main breaks,
hazardous material spills, etc. Licensee will be notified by the City of the public emergency and the action taken by the
City as soon as reasonably possible. Licensee shall be responsible for repair at its sole expense of any of its facilities
damaged pursuant to any such action taken by City.
14.31
Blue Stake. Licensee must comply with A.R.S. § 40-360.21-360.32 by participating as a member of the
Arizona Blue Stake Center with the necessary records and persons to provide location service of Licensees facilities
upon receipt of a locate call or as promptly as possible, but in no event later than two (2) working days. A copy of the
License or proof of membership must be filed with the City.
14.32
Inspection and Audit of License Provisions. All books, accounts, reports, files, and other records related to or
arising out of this License (collectively “Records”) are subject at all reasonable times to inspection and audit by the City,
including for five years after the expiration or termination of this License. Licensee must produce the Records at a
mutually agreed to time and location within Maricopa County, Arizona.
14.33
Authority. Each party represents to the other that the person signing on its behalf has the legal right and
authority to execute, enter into, and bind such party to the commitments and obligations set forth herein.
Remainder of page left blank intentionally
Final TCA Telecom License Version 3 Dated 7-262O22
23

IN WITNESS WHEREOF, the Parties duly execute and agree to be bound by this License as of the Effective Date
CITY OF CHANDLER, an Arizona municipal
corporation
Mayor
CityAttorney
ATTEST:
City Clerk
fld2
Thuesa-,4. Ik6ZY-HTh
Lad
APPROVED AS TO FORM:
TELEPO
C
MUNICATIONS OF AMERICA,
LLC, a D law
limited liability company
By:
eLc
Nam f ,uthoriz’?ier
SJ
Title: V
-
‘k’c
Final TCA Telecom License Version 3 Dated 7-26-2022
24

EXHIBIT A
SERVICE AREA
Final TCATeIecom License Version 3 Dated 7-26-2022
25
The contents of this exhibit are on file with the City Clerk.

EXHIBIT B
STANDARDS FOR LETTERS OF CREDIT
In addition to any other requirements imposed upon a letter of credit (the “Letter of Credit”) issued pursuant to this
Agreement, the Letter of Credit shall meet and be governed by the following additional standards and requirements:
‘I.
Letter of Credit Requirements. The Letter of Credit shall be printed on Bank Safety Paper. The following
terms and no others shall be stated on the face of the Letter of Credit:
1.1
The Letter of Credit is clean, unconditional, irrevocable, independent, and standby.
1.2
The Letter of Credit is payable to City upon presentation of City’s draft.
1.3
City may make partial draws upon the Letter of Credit.
1.4
The Letter of Credit is for payment solely upon presentation of a sight draft and a copy of the Letter
of Credit.
1.5
Within ten (10) days after City’s draft on the Letter of Credit is honored, City must make the original
of the Letter of Credit available to the issuer in Maricopa County, Arizona upon which the issuer
may endorse its payments.
1.6
The issuer specifies a telefax number, email address, and street address at which City may present
drafts on the Letter of Credit.
1.7
The Letter of Credit is valid until a specified date.
1.8
The Letter of Credit will be automatically renewed for successive one (1) year periods, unless at
least 30 days prior to expiration the issuer notifies City in writing, by either registered or certified
mail, that issuer elects not to renew the Letter of
Credit for the additional period. In the event of
such notification, any then unused portion of the Letter of Credit shall be available by draft on or
before the then current expiration date.
1.9
The Letter of Credit is otherwise subject to the most recent edition of the Uniform Customs and
Practices for Documentary Credits, published by the International Chamber of Commerce including,
but not limited to, International Standby Practices 1998 (1SP98) (International Chamber of
Commerce Publication No. 590; 1SP98 Model Government Standby (U.S.) Form 11.1 and annexes
(2017)).
1.10
The Letter of Credit need not be transferable.
2.
Approved Forms. The form of the Letter of Credit and of drafts upon the Letter of Credit shall be as
follows:
2.1
Except as approved in writing by City’s Development Services Department, the form of the Letter of
Credit shall be in the form set out below.
2.2
Except as approved in writing by City’s Development Services Department, the form of drafts upon
the Letter of Credit shall be in the form set out below.
3.
Issuer Requirements. The issuer of the Letter of Credit shall meet all of the following requirements:
3.1
The issuer shall be a federally insured financial institution with offices in Maricopa County, Arizona,
at which drafts upon the Letter of Credit may be presented.
3.2
The issuer shall be a member of the New York Clearing House Association or a commercial bank
or trust Company satisfactory to City.
3.3
The issuer shall have a net worth of not less than $1 billion.
Final TCATeIecorn License Version 3 Dated 7-262O22
26

FORM OF LET1’ER OF CREDIT
(1SP98 Model Government Standby (U.S.) Form 11.1)
Date
20_
Letter of Credit No.:______________
Development Services Department
City of Chandler
P.O. Box4008
Mail Stop 405
Chandler, AZ 85244-4008
Dear Sir or Madam:
Issuance. At the request and for the account of [name and address of applicant] (“Applicant”), we [name
and address of issuer at place of issuance] (“Issuer) issue the irrevocable independent standby letter of credit
number [reference numberl (“Standby”) in favor of [name and address of beneficiarvi (“Beneficiary”) in the maximum
aggregate amount of USD 1amoun.
Undertaking. Issuer undertakes to Beneficiary to pay Beneficiary’s demsnd for payment for an amount
available under the Standby and in the form of Annex A (Payment Demand) [or Annex B (Payment Demand after
Notice of Non-Extension)] completed as indicated and presented to Issuer at the following place for presentation:
in Maricopa County, Arizona at or before the close of business on the expiration date.
Overdrawing. If a demand exceeds the amount available, but the presentation otherwise complies, Issuer
undertakes to pay the amount available.
Expiration. The expiration date of this Standby is valid until
20_.
Automatic Extension. The expiration date of this Standby shall be automatically extended for successive
one-year periods, unless [30] or more calendar days before the then current expiration date Issuer gives written
notice to Beneficiary that Issuer elects not to extend the expiration date. Issuer’s written notice must be sent by
registered, certified, orphority express mall or nationally recognized ovemight courier to Beneficiary’s above-stated
address [and to the attention of (office, officer, or other attention party] or, altemetively, be received by Beneficiary’s
attention party] [30J or more calendar days before the then current expiration date.
Payment. Payment against a complying presentation shall be made within three business days after
presentation at the place for presentation or by wire transfer to a duly requested account of Beneficiary.
1SP98. This Standby is issued subject to the International Standby Practices 1998 (15P98) (International
Chamber of Commerce Publication No. 590). This Letter of Credit is not assignable.
Issuer’s Charges and Fees. Issuer’s charges and fees for issuing, amending, or honoring this Standby are
for Applicant’s account and shall not be deducted from any payment Issuer makes under this Standby. [Issuer
undertakes to Beneficiary to pay the charges and fees of any bank nominated in this Standby to advise (and confirm]
this Standby for acting on such nomination.]
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[Communications. Communications other than demands may be made to Issuer in the manner and at the
place for presentation and also as follows: faddress for mailed, couriered, telephone, telefax, or electronic
communications). Communications other than for notices of non-extension may be made to Baneficiaty at
Baneficia,y’s above-stated address and also as follows: addresses for mailed, couriered, telephone, telefax, or
electronic communications).]
[Issuer’s name]
[signature]
Authorized Signature
[bank name]
a —
By
[bank officer’s signature]
—
[bank officer’s name printed]
Its
[bank officer’s title]
Phone:
— [bank officer’s phone number]!
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ANNEXA: PAYMENT DEMAND
(ISP9S Model Government Standby (U.S.) Form 11.1
To:
[Issuer name and address]
From:
Development Services Department
City of Chandler
P.O. Box4008
Mail Stop 405
Chandler, AZ 85244.4005
Date:
20
Re: Standby Letter of Credit ND. [reference number], dated [date], issued by [issuers name] (“Standby).
Ladies and Gentlemen:
The undersigned beneficiary demands payment of USD [insert amount] under the Standby. Beneficiary states that
Applicant is obligated to pay to Beneficiary the amount demanded as provided in [the contract, regulation, or other
document that identifies the underlying obligations to the govemment beneficiary]. Beneficiary requests that
payment be made by wire transfer to an account of Beneficiary as follows: [Insert name, address, and muting
number of beneficiary’s bank, and name and number of beneficiary’s account].
[Beneficiary’s name and address]
By its authorized officer:
[Insert original signature]
[Insert typeciJprinted name and title]
If such deposit cannot be accomplished immediately for any reason, please make your payment in the form of a
cashier’s check issued by your institution and delivered to me at the address listed above.
I certify that
I am the Development Services Director of the City of Chandler.
If there is any imperfection or defect in this draft or its presentation, please inform me immediately at (480) 782-
3410 so that
I can correct it. Also, please immediately notify the City Attorney at (480) 782-4656.
Thank you.
City of Chandler, Development Services Director
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