Resolution No. 5750 and Agreement for Use of the Right-of-Way
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RESOLUTION NO. 5750
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHANDLER,
ARIZONA, APPROVING A LICENSE TO UBIQUITY ARIZONA, LLC 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.
WHEREAS, the City of Chandler believes that it is in the City’s best interest to issue a License
Agreement for such purpose.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Chandler, Arizona,
as follows:
Section 1.
Approves the City of Chandler Telecommunication Services (Class 4) and
Interstate Telecommunication Services (Class 5) License Issued to Ubiquity
Arizona, LLC in the form attached hereto as Exhibit “A” and incorporated herein
by reference.
Section 2.
Authorizes the Mayor of the City of Chandler to execute the Agreement on behalf
of the City of Chandler.
PASSED AND ADOPTED by the City Council of the City of Chandler, Arizona, this ____ day
of November 2023.
ATTEST:
_____________________________
______________________________
CITY CLERK
MAYOR
CERTIFICATION
I HEREBY CERTIFY that the above and foregoing Resolution No. 5750 was duly passed and
adopted by the City Council of the City of Chandler, Arizona, at a regular meeting held on the ___
day of November 2023, and that a quorum was present thereat.
_____________________________
CITY CLERK
APPROVED AS TO FORM:
____________________________
CITY ATTORNEY
Exhibit “A”
1,...4.; CHANDLER
-..;ar1zona
CITY OF CHANDLER TELECOMMUNICATION SERVICES (CLASS 4) AND
INTERSTATE TELECOMMUNICATION SERVICES (CLASS 5) LICENSE ISSUED TO
UBIQUITY ARIZONA, 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 Ubiquity
Arizona, LLC, a subsidiary of Generate-Ubiquity Holdings, LLC, a Delaware limited liability company ("Licensee"). (The
City and Licensee are each a "Party" and collectively the "Parties") effective _______ {"Effective Date").
RECITALS
A.
On or about March 23, 2023, Licensee applied to the City for 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
B.
By the authority conferred by A.R.S. §§ 9-581-583, the Chandler City Charter, and Chandler City Code Chapter
46, the City is authorized to grant this License; and
C.
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-Way 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.
"A.RS." 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, Arizona.
"City Council" means the Council of the City of Chandler.
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"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.
"Day'' 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.
"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.
"Gross Revenue" means: (i) all cash, credits, property of any kind or nature or other consideration that is received directly
or indirectly by Licensee, its affiliates, or any person, firm, or corporation in which Licensee has a financial interest or that
has a financial interest in Licensee and that is derived from Licensee's operation of its System to provide
Telecommunication Services in the Service Area; and (ii) includes all revenue from charges for Telecommunications
Services to subscribers and all charges for installation, removal, connection or reinstatement of equipment necessary for
a subscriber to receive Telecommunication Services and any other receipts from subscribers derived from Licensee's
operation of the System to provide Telecommunications Services, including receipts from forfeited deposits, sale or rental
of equipment to provide Telecommunications Services, late charges, interest and sale of program guides; and (iii) the
use or lease, in whole or in part, of Licensee's System located in Public Right-of-Way. Gross Revenue does not include:
(i) any revenue not received by Licensee, even if billed, such as bad debt net of any recoveries of bad debt or any refunds,
credits, allowances or discounts to subscribers to the extent that the refund, rebate, credit, allowance or discount is
attributed to Telecommunication Services; and (ii), license fees, taxes or other fees or charges that Licensee collects and
pays to any governmental authority; and (iii) any increase in the value of any stock, security or asset, or any dividends or
other distributions made from any stock or securities.
"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-Way.
"License" means this non-exclusive authorization granted by the City to construct, operate, maintain, reconstruct, repair,
and remove the System.
"Licensee" means Ubiquity Arizona, LLC, a Delaware limited liability company with its principal place of business at 560
Davis Street, Suite 250, San Francisco, CA 94111 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 Manager's 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.
"Provider" means a broadband internet access service provider that constructs, installs, operates, or maintains
communications facilities in the Public Rights-of-Way.
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"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, power pedestals and other 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 Interstate Telecommunication Services.
"Telecommunications" has the same meaning as defined in A.RS.§ 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 A.RS.§ 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 nonexclusive 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 of 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 (iii) 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.
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
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' property rights established
independently of this License.
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2.1.4
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
Description of the Services, System. and its Construction.
2.2.1
Licensee uses its System to provide Communication Services, including a high-speed fiber-to-the-home
("FTTH") network offering broadband internet to residential and commercial customers throughout the
City of Chandler. 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 acknowledges, represents, warrants, and agrees that: (i) if a CC&N or other authorization
is required by law for certain services, Licensee agrees that it will not provide these services under
this License until Licensee receives the proper authorization; (ii) if Licensee obtains a CC&N or
other legal authorization during the term of this License, Licensee will furnish a copy of any legal
authorization to City as provided in this License within 30 days of receipt; and (iii) Licensee will
indemnify, defend, save, and hold harmless the City as provided in this License and assume all
liability and risk for Licensee's failure to possess the proper legal authorization to provide some or
all of the services under this License.
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. 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 "MAG 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 except as otherwise allowed by Microtrenching (defined below) standards
approved by the City. Provided; however, 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 Engineer's designee, which approval
will not be unreasonably withheld or delayed.
2.2.7
Licensee shall retain an independent testing company, approved by City in its reasonable discretion
without undue condition or delay, to test all materials that will be used to remediate City and third-
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2.3
party facilities, and which are subject to materials testing pursuant to MAG Specs and the City
supplements to MAG Specs. All testing results must be sent to the City within 3 business days of
Licensee's possession or knowledge of the results.
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.
2.2.9
Licensee must install the System according to City approved details, standards, and requirements.
Licensee may install portions of the System in trenches that are shallower or narrower than the
City's preferred standards in areas of the City as allowed by the City Engineer and if Licensee's
installation complies with City-approved microtrenching details, standards, and requirements
(collectively "Microtrenching"). Licensee acknowledges, accepts, and agrees that the City will not
be liable for any damage or harm caused by the City, its employees, officers, officials, agents,
representatives, and contractors to any portion of Licensee's System installed using
Microtrenching.
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
locatjons 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 ordinary course of business: (i) to
lease to or contract with others for use of all or part of the System, except to aerial overlash, attach to poles and/or store
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aerial fiber for purposes of leasing or contracting with others for use of all or part of the system, and (ii) 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.RS.§ 9-583(0). 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.
3.2.2
Licensee may enter into agreements with third-party Communications Corporations in the ordinary
course of business for the resale of Communications Services. Such Agreements ("User
Contracts") are subject to all requirements and provisions of 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 as approved by the City Engineer.
3.4
Compliance with Laws.
3.5
3.6
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 ("ACC") 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 subject to the terms and conditions of this License and any applicable permits and
laws.
Reports.
3.5.1
Upon request, Licensee will provide to City copies of any non-confidential 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.
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, backfilling, compaction
and paving, and the location or relocation of the System are subject to the City's jurisdiction as described
in MAG, City supplements to MAG, 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 sixty (60) days of
installation. Licensee must furnish such information in an electronic format compatible with the then
current City electronic format.
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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.
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
Application 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 Fee").
4.2.1
The City will assess, and Licensee must pay, any Annual Fee in accordance with A.RS. §§ 9-582-
583. Licensee bears the burden to show Licensee's payment of any Annual Fee is not required under
A.RS.§§ 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 for the
portions of Licensee's System that are not excluded under A.RS.§§ 9-582-583.
4.2.2
If Licensee's System carries 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
the lesser amount of: (i) $2.55 (for calendar year 2023) per linear foot for trench located in the Public
Rights-of-Way or on other City-owned property; or (ii) two percent (2%) of Gross Revenue 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 lesser amount of: (i) $2.55 (for calendar year 2023) per linear foot for trench located
in the Public Rights-of-Way or on other City-owned property; or (ii) two percent (2%) of Gross
Revenue 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 lesser amount of: (i) $2.55
(for calendar year 2023) per linear foot for trench located in the Public Rights-of-Way or on other
City-owned property; or (ii) two percent (2%) of Gross Revenue for such use.
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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, or the amount of Gross Revenue, if any, subject to the Annual Fee
under Sections 4.2.2, 4.2.3, or 4.2.4 permitted and installed in the Public Rights-of-Way or on
other City-owned property. The Annual Fee for the coming year will be adopted as part of the
annual fee schedule adopted by the City Council. If the Annual Fee is based on the amount of
linear feet of trench located in Public Rights-of-Way or on City-owned property, the Annual Fee 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. If the Annual Fee is based on Gross
Revenue, Licensee will report the amount of Gross Revenue generated during the twelve (12)
consecutive months prior to the anniversary date of the Effective Date and multiply this amount
by two percent (2%). The Licensee must pay, and the City must receive, any Annual 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 returns 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.
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 for the previous twelve-month period. The City will
compute the Adjusted Fee as follows. The following example illustrates calculation of the change
factor for a twelve-month period ending in January 2018.
CPI January 2018
CPI January 2017 (prior year)
Calculated change in CPI
Change in CPI
258.638
250.814
258.638/250.814
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 underneath 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 Pay. Licensee agrees that if it fails to pay the Annual Fee 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:
Final Ubiquity Telecom License Dated 8-16-23 V3.1
8
4.6.1
The City will send invoices for fees and charges under this License to Licensee at the following address:
Generate-Ubiquity Management, LLC
Attn: Ali Nasir, Account Manager
121 W Trade St., Suite 1275
Charlotte, NC 28205
Invoicing contact information:
Submit invoices to: UbiquityArizona@bill.com
Invoicing/Payment Questions: Ali.Nasir@ubiquityGP.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
ATTN: Development Services
Mail Stop 403
P.O. Box 4008
Chandler, AZ 85244-4008
Phone: 480-782-3000
Email: tuf@chandleraz.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 City
owned property. Additionally, if the City reasonably requires retaining 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 and documented costs incurred in connection therewith.
4.9
Letter of Credit or Cash Bond.
4.9.1
Amount; Purpose. Within thirty (30) Days after the Effective Date of this License, Licensee must
deposit with the City one of the following: (i) an irrevocable letter of credit ("LOC") in the amount of
$50,000 ("LOC"); or (ii) a cash bond in the amount of $50,000 ("Bond"). The form and substance of
the LOC or Bond must comply with the form, terms, and conditions as attached in Exhibit "B". The
LOC or Bond 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
penalties, 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. Licensee will not be required to replenish any draw down of the LOC or
Bond during the term of this License, unless by mutual written agreement of the Parties.
4.9.2
Drawing on Letter of Credit. The LOC 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
Drawing on Cash Bond. The Bond may be drawn upon by the City by presentation of written notice
to Licensee as provided in this License, signed by the City Engineer certifying that Licensee has
Final Ubiquity Telecom License Dated 8-16-23 V3.1
9
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 Bond are in addition to all other
rights of the City, whether reserved by this License or authorized by law, and no action proceeding
against the Bond will affect any other right the City may have.
4.10
Damage to Public Property. 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 Governments
(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 in a reasonable amount of time, 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 actual documented costs incurred by the
City at City's 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 forty-five (45) 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 forty-five (45) 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 will automatically renew for three (3) additional five-year terms for a total
term of twenty (20) years unless either Party provides the other Party with prior written notice of its intent not to
renew no less than six (6) months prior to the end of the then current term.
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.
SECTION 7. INSURANCE AND INDEMNITY
7.1
Insurance Responsibility. 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 procure 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, but not limited to, 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 for this
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.
Final Ubiquity Telecom License Dated 8-16-23 V3.1
10
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
Each Occurrence
$10,000,000
$10,000,000
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." 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)
$1,000,000
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
Worker's Compensation and Employers' Liability
Workers' Compensation
Employers' Liability
Each Accident
Disease - Each Employee
Disease - Policy Limit
Policy must contain a waiver of subrogation against the City of Chandler.
7.2.4.
Pollution Liability:
Per Occurrence
Annual Aggregate
Statutory
$1,000,000
$1,000,000
$1,000,000
$5,000,000
$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.
Final Ubiquity Telecom License Dated 8-16-23 V3.1
11
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):
Per Loss
Annual Aggregate
$10,000,000
$10,000,000
(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; (ii) 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; (iii) 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
Final Ubiquity Telecom License Dated 8-16-23 V3.1
12
Chandler, Arizona 85244-4008
Phone: (480) 782-4640
Fax: (480) 782-4652
Email: legal.notices@chandleraz.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 "AM. Best" rating of not less than A- Vil. City in no way warrants
that the above-required minimum insurer rating is sufficient to protect Licensee from potential insurer insolvency.
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, however, 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 resolving 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 (ii) Claims that the law prohibits from being imposed upon the indemnito_!'.
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
Final Ubiquity Telecom License Dated 8-16-23 V3.1
13
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 not apply 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
8.1
No Assignment Without 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 seek 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 Communications 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
Assignment Exceptions. Notwithstanding the foregoing, prior consent will not be required for transfer to (1) any
company which owns or controls, is owned or controlled by, or under common control with the Licensee; (2) to any
successor in interest of Licensee's business operations in City in connection with any merger, acquisition, or similar
transaction if Licensee determines after a reasonable investigation that the successor in interest has the resources
and ability to fulfill the obligations of this Agreement; or (3) to any purchaser of all or substantially all of Licensee's
Network Facilities in City if the purchaser has the resources and ability to fulfill the obligations of this Agreement.
Provided that, no such transfer will be valid unless:
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
Final Ubiquity Telecom License Dated 8-16-23 V3.1
14
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
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 land to Licensee, including any fee or leasehold interest, easement, or any City
franchise rights.
SECTION 10. PUBLIC SAFETY
10.1
Public Safety Violation. 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.
Licensee's failure to cure a public safety event of default as described in this Section within five (5) business days from
the date of notice from the City constitutes a public safety violation by Licensee.
10.2
Public Safety 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 a "Public Safety Event of Default" for
Licensee's failure to perform or satisfy the following material obligations:
10.2.1
Licensee's failure to comply with the traffic barricade manual or any other public health, safety, or
welfare law or regulation authorized by or located in the Chandler City Code and that applies to Public
Property.
10.2.2 Licensee's acts, errors, or omissions violate any term or condition of an encroachment permit issued
to Licensee.
10.2.3 Licensee's failure to obtain the appropriate encroachment permit to perform work on Public Property.
10.3
City's Remedies for Licensee's Public Safety Violations. Upon the occurrence of any public safety violation
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 encroachment
permits due to Licensee's failure to cure a Public Safety Event of Default as set forth in Section 10.1. 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; (ii) 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 (iii) abate at Licensee's expense any violation of the
encroachment permit; (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
Final Ubiquity Telecom License Dated 8-16-23 V3.1
15
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 Licensee's payment obligations under this License (collectively "Records") are subject at all reasonable times
to inspection and audit by the City including for three 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, and bind such party to the commitments and obligations set forth herein.
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
APPROVED AS TO FORM:
City Attorney
ATTEST:
City Clerk
Final Ubiquity Telecom License Dated 8-16-23 V3.1
UBIQUITY ARIZONA, LLC, a Delaware limited
liability company
Jamie Earp
Name of Authorized Signer
Title: Co-CEO & Managing Partner
ATTEST: fg
Sonny Nunez, Vice President - External Affairs
Name and Title
23