Amendment No 1 - Joint Use Agreement

Final CoC Bicentel Joint Use Agreement V5 dated 6-24-25 
 
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AMENDMENT NO. 1 TO CITY OF CHANDLER COMMUNICATION SERVICES 
LICENSE (CLASS 5) ISSUED TO BICENTEL, LLC FOR JOINT USE AND 
CONSTRUCTION OF TELECOMMUNICATION FACILITIES 
 
RECITALS 
 
A. 
On December 16, 2024, the City of Chandler ("City") and Bicentel LLC ("Bicentel") 
(City and Bicentel may be individually referred to as a "Party" or collectively as "Parties") 
entered a Communication Services License (Class 5) Agreement (the "License Agreement") 
which, in part, permits the installation and use of telecommunication services facilities within 
City right-of-way; and 
 
B. 
City owns and operates telecommunication services facilities within City right-of-way; and 
 
C. 
Bicentel or Bicentel causes others to install and construct telecommunication services 
facilities including, but not limited to, underground conduit and fiber optic cables to permit 
Bicentel to provide telecommunication services; and 
 
D. 
Bicentel desires to expand its telecommunication services facilities in City and City 
desires to expand City's telecommunication services facilities; and 
 
E. 
The Parties wish to enter this Amendment No. 1 ("Amendment No. 1") to coordinate and 
cooperate for the expansion of their respective telecommunication services facilities under the 
terms and conditions of this Amendment No. 1. 
 
AGREEMENT 
 
NOW, THEREFORE, for good and valuable consideration, the Parties hereby agree to the 
following terms and conditions that amend the License Agreement through this Amendment 
No.1 for Joint Use and Construction of Telecommunications Facilities. 
 
1. 
DEFINITIONS. 
 
The terms, phrases, words, and their derivatives used in this Amendment No. 1 will have the 
meanings given in Chapter 46 of the Chandler City Code as amended. Additionally, "Conduit" 
means a pipe-like structure that may consist of polyvinyl chloride (PVC), high density 
polyethylene (HOPE), or other materials placed underground to create a continuous raceway for 
Fiber Optic Cables as part of a telecommunications network. 
 
"City Conduit Segments" mean portions of City Conduit and related Facilities. 
 
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"Duct" means a single enclosed raceway for one or more Conduits. The term Duct may include 
micro-duct, inner duct, or other industry standard duct-like materials. 
 
"Facility" and "Facilities" means the various elements or components of an underground 
telecommunications network, including without limitation Conduit, Ducts, Fiber Optic 
Cable, Handholes, Manholes, and other ancillary materials, items, equipment, splice cases, 
pull rope, mule tape, buried locate tape, markers and structures (e.g., pedestals and vaults). 
 
"Fiber Optic Cable" means fiber optic telecommunications cable. 
 
"Handhole" means a structure placed in the ground and accessible from the surface that is used 
to provide access to Conduits, Ducts, or Fiber Optic Cables to install, operate, maintain, and 
repair Facilities. 
 
"Manhole" means a structure that allows a person to access to Conduits, Ducts, or Fiber Optic 
Cables to install, operate, maintain, and repair Facilities. 
 
"Requirements and Standards" means laws, rules, regulations, codes, ordinances, permit 
conditions, the National Electric Code, the National Electrical Safety Code, and the Blue Book, 
that govern, address, or apply to construction of underground telecommunication facilities in 
City public rights of way. 
 
"Vaults" means No. 7 or No. 9 vaults in accordance with City of Chandler standard detail C-
103. 
 
"Bicentel Conduit Segments" means portions of Bicentel Conduit and related Facilities. 
 
2. 
INCORPORATION OF LICENSE AGREEMENT; AMENDMENT NO. 1 TERM. 
 
a) 
License Agreement. The terms and conditions of the License Agreement and all exhibits 
and schedules attached to the License Agreement are hereby incorporated into and made a 
part of this Amendment No. 1 by this reference. 
 
b) 
Term. This Amendment No. 1 is effective as of the last date signed by the Parties (the 
"Effective Date"). This Amendment No. 1 will remain in effect until the first to occur: (i) the 
License Agreement expires; (ii) termination of the License Agreement; or (iii) termination of 
this Amendment No. 1. 
 
3. 
JOINT ROUTE AND USE. 
 
a) 
Joint Route. Consistent with the recitals of this Amendment No.1, which are 
incorporated into and made a part of this Amendment No. 1 by this reference, the Parties have 
identified a route whereby each Party may cooperate and coordinate use and construction to 
expand their respective Facilities ("Joint Route"). The Joint Route will be generally identified 
during the permit phase for any Bicentel's construction work under the License Agreement 
and prior to the start of construction by Bicentel. 
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b) 
Joint Use Request. To execute the Joint Route, the Parties agree to complete and sign a 
form substantially similar to Schedule 1 ("Joint Use Memo"). In the Joint Use Memo, the 
Parties will identify and generally describe the terms and conditions for their joint construction 
and use through one or more of the following: (i) Bicentel's use and occupancy of City 
Conduit; (ii) City's use and occupancy of Bicentel Conduit; (iii) Bicentel's construction of 
City Facilities in a joint trench; or (iv) City's concurrent construction of Facilities in a joint 
trench (collectively "Joint Use"). 
 
c) 
Joint Use Permit and Completion. Each permit required for the construction of the Joint 
Use agreed to by the Parties, when completed, will be submitted through the City of 
Chandler's as-built review process. A permit will be deemed completed and ready for as­ built 
drawing submissions when the Joint Use receives an approved final inspection. 
 
4. 
BICENTEL'S USE AND OCCUPANCY OF CITY'S CONDUIT. 
 
a) 
Bicentel's Use and Occupancy of City's Conduit Segments. Pursuant to the terms and 
conditions described in this Amendment No. 1, City permits Bicentel to use the City's Conduit 
for installation of Bicentel's Facilities. Bicentel's use of City's Conduit will be limited to uses 
permitted in the License Agreement. 
 
b) 
Handholes and Manholes. Bicentel may place handholes and manholes for Bicentel's sole 
use for slack loops and splicing enclosures. No Bicentel slack loops or splicing enclosures 
will be placed within City owned vaults. Bicentel may install breakouts in City handholes and 
manholes to interconnect and access Bicentel's duct and fiber optic cable in City Conduit 
Segments. Bicentel must clearly tag and label as "Bicentel fiber optic cable" all Bicentel fiber 
optic cable placed in City handholes and manholes. 
 
c) 
Location. Bicentel must submit a depiction and description to show the location of the 
City's Conduit Segments to be licensed by Bicentel during the permit process for City's review 
and approval before installation. 
 
d) 
Modifications to City's Conduit. Bicentel may modify the applicable City Conduit 
Segments as follows: (i) City will provide record drawings for the applicable City Conduit 
Segments to Bicentel, as available, for Bicentel's own investigations and use. City does not 
represent that the record drawings provided to Bicentel are accurate or complete; (ii) Bicentel 
may perform make-ready work on the City's existing Facilities where such City existing 
Facilities are incomplete or inadequate in order to install, operate, and maintain Bicentel's 
Facilities in the Licensed Conduit; (iii) Portions of the City's Conduit that are occupied with 
existing fiber or innerducts must be protected in place during any installation, construction, 
or maintenance performed by Bicentel. Any pull tape or tracer wire removed from City conduit 
during the installation of Bicentel fiber optic cabling must be replaced at the time of the fiber 
optic cable installation; and (iv) Bicentel will submit plans for any make-ready repairs or 
modifications that Bicentel plans to make to the City's Conduit during the permitting process 
for City's review and approval before commencing any repairs, modifications, installations or 
construction. 
 
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e) 
City Inspection. During the term of this Amendment No. 1, the City reserves the right, 
interest, and privilege to inspect the City's Facilities modified, occupied, or used by Bicentel 
under this Amendment No.1. The City's inspection or the lack of a City inspection does not 
relieve Bicentel of any responsibility, obligation, or liability under this Amendment No. 1. 
 
f) 
No Warranty. Bicentel accepts the City's Conduit Segments in an "as is" and "where is" 
condition. City does not warrant or represent the City's Conduit Segments are adequate or 
sufficient for Bicentel's use or occupancy. Where City has a 4-inch sleeve Bicentel wishes to 
occupy that does not have three (3) existing innerducts, Bicentel will install, if space allows, two 
(2) 1.5-inch and one (1) 1-inch innerducts within the conduit segment(s) Bicentel wishes to 
occupy prior to placing Bicentel's fiber optic cable within the 4-inch sleeve. 
 
g) 
City Reserves All Rights and Interests. Except to the extent the City permits Bicentel to 
use, occupy, maintain, modify, and repair City's Facilities, the City's use, occupancy, rights, 
and interests in City's Facilities must not be restricted or compromised in any way. City 
expressly reserves all rights, interests, and privileges in City Facilities to permit City or third 
parties to use, occupy, maintain, modify, and repair the City's Facilities, provided that the City 
will provide Bicentel with prior notice, as specified in this Amendment No. 1, of the City's 
activity that may impact or disrupt Bicentel's Facilities in City Conduit. 
 
h) 
Bicentel's Payment for Use and Occupancy. Bicentel will pay the per linear foot fee as set 
forth and escalated in the Citywide Fee Schedule ($2.72 per linear foot for calendar year 2025) 
for Bicentel's use and occupancy of City's Conduit Segment(s). For City owned Facilities used 
and occupied by Bicentel, this per linear foot fee must be paid as part of the annual fees stated 
in Notice of Payment Due under the License Agreement and cannot be included as part of the 
set off of 2% gross revenues. 
 
5. 
CITY'S USE AND OCCUPANCY OF BICENTEL'S CONDUIT. 
 
a) 
Grant for City's Use and Occupancy of Bicentel's Conduit Segments. Pursuant to the terms 
and conditions set forth in this Amendment No. 1 and the applicable Joint Use Memo, Bicentel 
permits City to use and occupy Bicentel's Conduit Segment(s) to install, use, operate, maintain, 
and repair City's Facilities for the term of this Amendment No. 1. 
 
b) 
City's Use of Bicentel Conduit Segments. Effective upon Parties' execution of an 
applicable Joint Use Memo, City will be granted the rights, interests, and privileges to: (i) place 
City fiber optic cable in the Bicentel Conduit Segments specified by City and agreed to by 
Bicentel; and (ii) to interconnect City's Conduit System to Bicentel's handholes and manholes 
to access City's fiber optic cable in Bicentel's Conduit Segments. Alternatively, City may 
request Bicentel to place and splice City fiber optic cable on behalf of the City in Bicentel 
Conduit Segments, in which case Bicentel will provide a proposal to City for these costs. City 
will provide the necessary splicing diagrams for Bicentel to accomplish the work. The 
installation and testing of all city Facilities will be accomplished in accordance with City of 
Chandler Standards and Specifications. All City fiber optic cable placed in Bicentel handholes 
and manholes will be clearly tagged and labelled as "CoC Fiber Optic Cable". No City slack 
loops or splice enclosures will be placed within Bicentel handholes or manholes. 
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c) 
Bicentel Reserves All Rights and Interests. No use of the Bicentel Conduit Segment(s) by 
the City will vest in the City or any third party any easement or any other ownership interest 
or other form of real property right in such Bicentel Facilities, nor will any easement or any 
other ownership interest or real property right in the City Facilities vest in Bicentel. 
 
d) 
City's Payment for Use and Occupancy of the Bicentel's Conduit. The rate for the City's use 
and occupancy of Bicentel's Conduit Segments is the same per linear foot fee set forth and 
escalated in the Citywide Fee Schedule ($2.72 per linear foot for calendar year 2025). The 
City will pay Bicentel for use and occupancy of Bicentel Conduit Segments in the form of a 
set off or credit against any fees or costs assessed Bicentel under the License Agreement. For 
Bicentel owned Facilities occupied and used by the City, this per linear foot fee can be used as 
a set off against the 2% gross revenues under the License Agreement. If this amount is greater 
than the License fees due for the particular year, this amount may be applied as a credit to 
future fees due under the License Agreement. Bicentel and City will jointly maintain an annual 
record of all linear footage used and occupied by the City and the corresponding set off or credit 
value. This record will be reviewed and reconciled annually in conjunction with the Notice of 
Payment Due under the License Agreement. 
 
e) 
City’s Indemnity Under this Section 5. To the extent permitted by law, the City will 
indemnify, defend, and hold harmless Bicentel, its officers, directors, employees, and contractors 
from and against third-party claims, demands, damages, liabilities, losses, costs, and expenses, 
including reasonable attorneys’ fees, caused by the negligence or willful misconduct of the City 
or its contractors in connection with the installation, operation, or maintenance of City’s Facilities 
within Bicentel’s Conduit Segments. The indemnity obligations set forth in this Section 5(e) solely 
apply to the City’s Use and Occupancy of Bicentel’s Conduit Segments. The indemnity obligations 
set forth in this Section 5(e) do not apply to any other term, condition, duty, or obligation under 
the License Agreement or this Amendment No. 1, in which case the terms and conditions of the 
indemnity obligations set forth in the License Agreement apply, prevail, and control. 
 
6. 
BICENTEL'S CONSTRUCTION AND INSTALLATION OF CITY'S FACILITIES 
 
a) 
Bicentel’s Concurrent Construction of City Facilities. City may request Bicentel to place, 
splice, construct and install City Facilities on behalf of the City and according to City 
Standards and Requirements, in which case Bicentel will provide a proposal to City for these 
costs. City will provide to Bicentel the information the City possesses to accomplish the work. 
All City Facilities materials and testing will be accomplished in accordance with City of 
Chandler Standards and Specifications. All City Fiber Optic Cable placed in Bicentel 
Handholes and Manholes will be clearly tagged and labelled as “Coe Fiber Optic Cable”. No 
City slack loops or splice enclosures will be placed within Bicentel Handholes or Manholes. 
 
b) 
City Conduit Segments. As part of its construction plan, City may request Bicentel to 
place additional Conduit Segments as required by City of Chandler Standard Detail C- 104, 
as set forth in the Joint Use Memo. The Conduit quantities requested by City may be reduced 
or increased as determined by the City. During the permitting process, City will indicate 
stations and offsets for City's vaults to be provided and placed during construction by Bicentel 
(collectively "City Conduit Segments"). City shall take ownership of and title to City Conduit 
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Segments constructed by Bicentel upon City's approval of the applicable as-built submittal. 
 
c) 
Compliance with Title 34. For construction and installation of City Facilities in City right of 
way, Bicentel must comply, or cause Bicentel's contractor to comply, with Arizona Revised 
Statutes (A.R.S.) Title 34, as amended, as applicable. 
 
7. 
CITY'S CONCURRENT CONSTRUCTION OF CITY'S FACILITIES. 
 
a) 
City's Concurrent Construction of City Facilities. The Parties agree to cooperate and 
coordinate the concurrent construction of City Facilities in a joint trench when the City works 
with another contractor or telecommunications services provider to install City Facilities: (i) 
in the same trench with Bicentel Facilities; or (ii) within Bicentel Conduit Segments. Each 
Party will designate a project contact to coordinate the work and project schedule for the work. 
 
b) 
City Payment Under This Section. As set forth in this section, City will pay the costs of 
concurrent construction of City Facilities in the same trench as Bicentel Facilities or when the 
City installs City Facilities within Bicentel Conduit Segments. City's construction costs under 
this subsection will be calculated based on the difference between an estimate for construction 
of all Facilities and an estimate for the construction of Bicentel's Facilities. 
 
8. 
OTHER FEES. 
 
a) 
Other Fees. This Amendment No. 1 does not exempt Bicentel from payment of permit 
fees and other fees normally assessed for use of the right-of-way, including any transaction 
privilege, sales, excise, or other taxes (except income taxes) imposed now or hereinafter 
imposed by any governmental authority pursuant to the law, and the exchanged use referenced 
above solely applies to the annual per linear foot fee for occupation of conduit listed in the 
City's fee schedule. 
 
b) 
Freeway Crossing. If Bicentel determines that it will occupy one (1) 1.25-inch innerduct 
within one (1) four-inch (4") conduit owned by the City within the duct bank that crosses 
under a freeway within Chandler and which City has available conduit (collectively "Freeway 
Crossing"), Bicentel will pay to City Ten Thousand Dollars ($10,000) per year for the duration 
of occupancy of the conduit for this freeway crossing use ("Freeway Crossing Fee"). Bicentel 
is limited to use this conduit solely for installation and operation of Bicentel fiber optic cable 
as described in and in accordance with the terms of this Amendment No. 1. Payment will be 
due along with the annual right of way use fees for each calendar year under the License 
Agreement. City agrees that upon any extension, renewal, or replacement of this Amendment 
No. 1, Bicentel may be granted the same right to occupy and use this described conduit for 
the same fee. The provisions of the preceding sentence will survive any expiration or 
termination of this Amendment No. 1. Section 4 of this Amendment No. 1 applies to the 
installation and use of Bicentel's Facilities within a Freeway Crossing. 
 
9. 
MAINTENANCE AND REPAIR OF CONDUIT SEGMENTS. 
 
a) 
Maintenance of Occupied Conduit. Each Party will maintain and repair its Conduit and 
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Facilities at no charge to the other Party and keep them in good working order according to 
applicable Requirements and Standards. Each Party will employ best industry practices to 
provide no less than 48- hour prior written notice of all maintenance and repair activity by 
sending notice to the other Party's contact listed in Schedule 2. Emergency repair activity may 
be undertaken without prior notice, if necessary, provided that the Party will notify the other 
Party as soon as practicable under the circumstances. Each Party will provide the name and 
contact information in Schedule 2 of a responsible person who is always available (24 hours a 
day for 365 days a year) for purposes of this Amendment No. 1. If the contact person and 
information listed on Schedule 2 changes for either Party, the Party shall notify the other Party 
within 48 hours of the change. 
 
b) 
Notice. Bicentel must maintain Annual Routine Maintenance and Annual Emergency 
Repair Blanket Encroachment Permits as required by Chapter 46 of Chandler City Code and 
follow the notification provisions for such work in accordance with the language identified 
on those permits. 
 
c) 
Damage. Each Party will be responsible for any damages it causes to the other Party's 
Conduit and Facilities when maintaining or repairing its Facilities. 
 
d) 
No Interference. Each Party will comply with all applicable Requirements and Standards 
with respect to its use and occupation of Conduit and Facilities under this Amendment No. 1 
and cooperate with the Conduit or Facilities owner in good faith to address any interference 
or other such issues. Each Party will require all other authorized users of its Conduit and 
Facilities to comply with all applicable Requirements and Standards with respect to their use 
and occupation of such Conduit or Facilities and to cooperate with all other occupants in good 
faith to address any interference or other such issues. 
 
10. NETWORK RELOCATION. 
 
a) 
Without waiving any rights to reimbursement that the Parties may have under any other 
agreement or applicable law, each Party will be responsible for all of costs to relocate their 
own Conduit Segments and each Party will be responsible for costs to relocate their own fiber 
optic cable, unless the relocation is requested by Bicentel, in which case Bicentel must reimburse 
the City for the City's costs incurred (or perform the work for the City) to relocate City 
Facilities. 
 
11. ADMINISTRATION. 
 
a) 
Representative. Each Party will appoint a representative to serve as a single point of 
contact for that Party to implement and manage this Amendment No. 1. Each Party will devote 
all resources reasonably necessary to ensure that this Amendment No. 1 may be implemented 
in good faith, to the mutual benefit of both Parties, consistent with their respective 
independent obligations. Both Parties commit themselves to act promptly in the 
administration of this Amendment No. 1 and to aggressively seek to eliminate duplicative, 
wasteful or inefficient process steps, requirements, and other activities. Should the appointed 
single point of contact representative described in this paragraph change for either Party, that 
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Party will notify the other Party within 48 hours of the change. 
 
b) 
Share Information. Each Party will cooperate in good faith to exchange information, such 
as network maps, capacities, survey and audit results, future requirements, and other 
information intended to aid and assist each Party in the efficient and expeditious identification 
and implementation of conduit occupancy and network construction opportunities. 
 
12. CONFIDENTIAL INFORMATION. 
 
a) 
Definition. Confidential Information means Bicentel or City materials, Bicentel trade 
secrets, and other Bicentel or City proprietary information provided to the other Party that is 
clearly labeled, marked or otherwise identified as "confidential" or "proprietary information." 
Confidential Information may not include information that was in the public domain at the 
time of disclosure; becomes generally known or available through no act or omission on the 
part of the party owning the Confidential Information; is known, or becomes known, from a 
source other than the Party owning the Confidential Information or its representatives; or is 
independently developed without violating any of its obligations under this Amendment No. 
1. 
 
b) 
Disclosure of Confidential Information. City and Bicentel agree to only disclose 
Confidential Information to employees, elected officials, agents and contractors with a need 
to know the Confidential Information or as otherwise required by code, statue, rule or 
regulation. 
 
c) 
Public Records Request. When a third party ("Requestor") not otherwise authorized to 
access Confidential Information under this Agreement makes a public records request to City 
for access to Bicentel Confidential Information ("Request"), including the terms and conditions 
of this Amendment No. 1, City will promptly notify Bicentel of the Request before responding 
to the Requestor. Bicentel will have 10 days after notice from the City to take the steps Bicentel 
deems necessary to protect Bicentel Confidential Information. Bicentel will be responsible for 
all costs associated with its pursuit of such steps, including the pursuit of any legal remedies. 
 
d) 
Return of Confidential Information. Upon termination or expiration of this Amendment 
No. 1, City and Bicentel will make reasonable efforts to either return or destroy all 
Confidential Information as permitted by law; provided, however, any Confidential 
Information in electronic format as part of City's off-site or on-site data archival process 
system will be held by City and kept subject to the terms of this provision or destroyed at City's 
option. The obligations of this provision will survive the termination or expiration of this 
Amendment No. 1. 
 
13. GENERAL PROVISIONS. 
 
a) 
Termination. This Amendment No. 1 may be terminated under the same terms and 
conditions as provided in the License Agreement. 
 
b) 
Use and Occupancy Permissions Terminate Automatically. All Bicentel's permissions to use 
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and occupy City's Conduit Segments and all of City's permissions to use and occupy Bicentel's 
Conduit Segments will automatically terminate at the termination or expiration of this Amendment 
No. 1. 
 
c) 
Removal of Fiber upon Agreement Expiration or Termination. Unless the Parties otherwise 
agree in writing, each Party will remove the fiber optic cable from the other Party’s respective 
Conduit Segment within ninety (90) days after the expiration or termination of this Amendment 
No. 1. To the extent it is commercially reasonable, the Parties agree to coordinate and cooperate 
for the respective fiber optic cable removal to avoid service disruption and unnecessary damage to 
each Party’s respective Facilities. If  the Parties have not otherwise agreed or a Party’s fiber optic 
cable has not been removed from the applicable Conduit Segment as set forth in this Section 13(c), 
a Party, in its sole discretion, may: (i) allow the other Party’s fiber optic cable to remain in place 
and assume ownership of the other Party’s fiber optic cable; or (ii) remove the other Party’s fiber 
optic cable from the respective Conduit Segments without notice or liability of any kind. 
 
d) 
Right-of-Way. This Amendment No. 1 is limited to placement and construction of 
underground facilities in public and private rights-of-way in the City. Placement or construction 
of Facilities in any other location may be undertaken only with the advance written consent of both 
Parties. 
 
e) 
Notice. Any notice under this Amendment No. 1 must be given in writing and directed to the 
applicable Party below. Notice will be deemed to have been delivered: (i) on the delivery date if 
delivered personally; or (iii) one (1) business day after deposit with a commercial overnight carrier. 
Either Party may from time to time change its address for purposes of this paragraph by giving the 
other Party notice of the change in accordance with this paragraph. 
 
To Bicentel:  
Bicentel, LLC 
 
 
 
 
Attention:  Raphael Missrie Masri, Project Director 
 
 
 
 
825 Town & Country Lane, 12th Floor 
Houston, Texas 77024 
Phone: 1 (800) 219-1863 
Email: raphael.missrie@c3ntro.com 
 
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 
 
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 
 
 
 
 
Email: legal.notices@chandleraz.gov 
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f) 
Dispute Resolution. Except for disputes involving confidentiality, if a dispute arises between 
Bicentel and City related to this Amendment No. 1 ("Dispute"), prior to the initiation of legal 
action and within ten (10) days of receipt of a Notice of Dispute, representatives of the Parties will 
promptly meet in an attempt resolve the Dispute. If the Parties are unable to resolve the Dispute 
after this meeting, then the Parties may pursue any remedies available to them at law or equity. 
 
g) 
Entire Agreement, Precedence of Documents. The License Agreement, Exhibit A Service 
Area, Exhibit B Standards for Letter of Credit, Annex A Payment Demand, this Amendment No.1, 
Schedule 1, and Schedule 2 constitute the complete agreement and understanding between the 
Parties with respect to the subject matter hereof and supersede all prior agreements and 
understandings between the Parties. If an ambiguity or conflict arises out of or results from these 
instruments and documents, the instruments and documents in the following order prevail and 
control: (1) License Agreement; (2) Exhibit A; (3) Exhibit B; (4) Annex A; (5) this Amendment 
No. 1, (6) Schedule 1, and (7) Schedule 2. 
 
h) 
Survival. The following provisions survive termination or expiration of this Amendment No. 
1: Sections 8 (Other Fees), 12 (Confidential Information), and 13(c) (Removal of Fiber), and any 
other provisions which by their nature are intended to survive. 
 
 
 
 
 
 
 
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IN WITNESS WHEREOF, the Parties have executed this Amendment No. 1 in duplicate 
as of the day and year here below written. 
CITY OF CHANDLER, ARIZONA 
BICENTEL, LLC 
By: __________________________  
By: __________________________ 
NAME: 
NAME: 
TITLE: 
TITLE: 
Date: _________________ 
 
Date: _________________ 
APPROVED AS TO FORM: 
By:_____________________ 
City Attorney  
ATTEST: 
By:_____________________ 
City Clerk 
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Simon Masri Askenazi
Managing partner
June 27, 2025

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Schedule 1  
Joint Use 
Memo 
Permit Number --- 
Pursuant to the terms of the Conduit Occupancy Agreement entered into by and between the 
City and Bicentel, request is made for facilities, as described below: 
 
Type of Request: 
Request for Conduit Occupancy by Bicentel 
   Request for Conduit Occupancy by City 
Request for Conduit for City by Bicentel in Joint 
Trench or Bore 
 
Date of Request: 
 
 
 
Location of Request (street names and/or A-Z locations, etc.): 
 
 
 
Approximate footage distance): 
 
 
 
Project/Permit/Reference Number: 
 
 
 
General Description of Request: 
 
 
 
Requester Contact Information: 
 
 
Name 
Phone 
Email 
 
BICENTEL LLC 
CITY OF CHANDLER, ARIZONA 
By: 
  
 
By: 
  
 
Name: 
  
 
Name: 
  
 
Title: 
  
 
Title: 
  
 
Date: 
  
 
Date: 
  
 
Docusign Envelope ID: C91E102D-83C2-4FDF-9FD8-E6139E2C1246

Final CoC Bicentel Joint Use Agreement V5 dated 6-24-25 
 
Page 13 
 
Schedule 2 
Work Notification Contact Information 
(to be provided by the parties following execution, and 
updated periodically thereafter, as necessary) 
 
 
 
Bicentel: 
 
Local Contact: 
24x7 Contact Number: 
 
 
 
City: 
 
Local Contact: Gilbert Bracamonte (480) 782-
3119 Email: ospfiber@chandleraz.gov 
24x7 Contact Number: (480) 250-1500 
Docusign Envelope ID: C91E102D-83C2-4FDF-9FD8-E6139E2C1246