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CC - Item 5A - Discussion on FiberCity
ROSEMEAD CITY COUNCIL STAFF REPORT TO: THE HONORABLE MAYOR AND CITY COUNCIL FROM: BEN KIM, CITY MANAGER )W—,^ DATE: OCTOBER 25, 2022 SUBJECT: DISCUSSION ON FIBERCITY SUMMARY At the March 8, 2022, City Council meeting, SiFi Networks (SiFi) provided a presentation on their FiberCity brand. FiberCity is a privately owned fiber optic network that provides gigabit speed internet service to every property within a city. Through FiberCity, SiFi constructs and maintains fiber optic infrastructure and leases the infrastructure to intemet service providers (ISPs), creating additional and improved broadband intemet service options for the community. At the March 22, 2022, City Council meeting, Council Member Dang requested staff to agendize the FiberCity item for further discussion. Staff has performed a preliminary evaluation of FiberCity and the services provided by the City's current ISPs. The results of the evaluation include a comparison of current ISP broadband intemet services rates and proposed FiberCity rates, a summary of the potential benefits and costs for the City to implement FiberCity, and outreach to cities that are currently implementing FiberCity. Staff is requesting that the City Council discuss FiberCity and provide direction to staff. DISCUSSION At the March 8, 2022, City Council meeting, SiFi provided a presentation on their FiberCity brand (Attachment A). FiberCity is a privately owned fiber optic network that provides gigabit speed internet service to every property within a city including residences, businesses, commercial, and city facilities. Through FiberCity, SiFi constructs and maintains fiber optic infrastructure and leases the infrastructure to ISPs. In tum, the ISPs deliver broadband internet service to residences and businesses at a competitive fee. The infrastructure is open access and can be used concurrently by multiple approved ISPs to provide additional broadband options to the community. At the March 22, 2022, City Council meeting, Council Member Dang requested staff to agendize the FiberCity item for further discussion at a future City Council meeting. Currently, AT&T and Spectrum provide broadband intemet service to the City primarily through copper cable infrastructure. AT&T also offers fiber optic broadband intemet to residences and businesses in limited areas within the City. Copper cable transmits data through electricity and provides limited bandwidth and slower transfer of data compared to fiber optic cables which AGENDA ITEM 5.A City Council Meeting October 25, 2022 Page 2 of 4 transmits data through pulses of light. Furthermore, fiber optics provides symmetrical data transfer speeds, meaning both download and upload speeds are the same. Internet service provided through cable typically deliver much slower upload speeds compared to download speeds. Approximate internet service rates for AT&T, Charter, and FiberCity ISP is summarized in Table 1. Table 1 - Monthly Internet Service Rates for ISPs in Rosemead Residential Business Provider Broadband 50 500 300 500 Type yp mbs mbs l b s g p mbs mbs l b s gP AT&T' Cable/Fiber $60 NA $80' $95' NA $160' Spectrum Cable NA $45 $65 $75 $95 $115 FiberCity ISP Fiber NA NA $70 NA NA $90 1. AT&T provides fiber broadband intemet to Rosemead residences and businesses through its "AT&T Fiber" brand. However, AT&T's fiber broadband is only currently available in limited areas in the City. Abbreviations: gbps = gigabit per second, mb s = megabit per second, NA = Not Available Staff has performed a preliminary evaluation of FiberCity and its Development Agreement (Attachment B). Based on the evaluation, staff has developed a list of potential benefits and costs of implementing FiberCity in Rosemead for City Council consideration. FiberCity - Benefits The potential benefits of FiberCity include: 1. Citywide implementation of fiber optic cable for broadband internet service, providing higher bandwidth and faster data transfer compared to the City's current ISPs primary use of copper cable. 2. Citywide, open access fiber network that multiple ISPs can concurrently access to provide residences and businesses with additional options for broadband internet. 3. FiberCity provides up to 10 gigabit service to residences and up to 100 gigabit service to businesses. 4. No cost to the City. All applicable costs the City incurs in supporting the delivery of FiberCity such as, but not limited to, plan check, inspection, permits, staff time, are reimbursed by SiFi during the project. 5. SiFi will set $500,000 dollars maintenance security, in the aggregate per year, for the city to draw against should any maintenance issues arise from the FiberCity installation within the public ROW. 6. SiFi will contribute $150,000 per year towards the city employing a dedicated single point of contact to support the installation until the network is fully installed within the public ROW. 7. FiberCity offers an aid program that focuses specifically on supporting disadvantaged families by offering lower broadband internet rates. SiFi allows city staff to set the City Council Meeting October 25, 2022 Page 3 of 4 parameters for which households qualify. This is separate to and any other local, state, or federal program. FiberCity - Costs The potential costs of FiberCity include: 1. Significant impacts to the City's infrastructure including proposed installation of • Fiber optic conduits within most City roadways. • 40"L x 24"W x 24"H utility chambers. • Approximately seventeen (17) - 50"L x 26"W x 48"H cabinets. • Two (2) - 20'L x 10'W x 11'H aggregation shelters requiring 1,000 square feet of City right-of-way per shelter. Standard drawings of the proposed FiberCity infrastructure are included in Attachment C. 2. Conflicts with future City and utility agency infrastructure projects resulting in potential schedule delays and additional costs. 3. Due to the design/construction approval process, the implementation of FiberCity will require significant staff resources to review and approve public works permits and perform inspections in a timely manner. 4. FiberCity proposes an aggressive permit processing schedule. Based on current engineering staff resources, the proposed schedule may result in disruption to the City's engineering services and operations. 5. Construction of the FiberCity system will impact traffic operations throughout the City for an approximate 24 month construction phase. 6. The City will incur an additional cost to protect in place FiberCity infrastructure during pavement rehabilitation and roadway projects. 7. Based on FiberCity's Development Agreement, the tern of the agreement is thirty (30) years. Upon the expiration or termination of the agreement SiFi is not obligated to remove any part of the FiberCity System. Any part of the System abandoned by SiFi will become the property of the City. The abandoned system is a potential liability and burden to the City. City Outreach To gain a full understanding of the FiberCity brand, staff performed outreach to four (4) California cities that are currently implementing FiberCity infrastructure, including City of Fullerton, Placentia, Rancho Cordova, and Simi Valley. The general feedback from each city on their FiberCity experience was positive and included the following comments: FiberCity is highly responsive to city requests. Additional city engineering staff is needed to facilitate the FiberCity design/construction process including plan review and inspections tasks. Additional effort is needed to coordinate and address potential conflicts with FiberCity infrastructure and city infrastructure projects. City Council Meeting October 25, 2022 Page 4 of 4 FiberCity provides effective outreach and communication to the community prior and during construction. Southern California Contractor's Association Letter On September 27, 2022, the City received a letter from the Southern California Contractor's Association (SCCA) stating their concerns with installing shallow fiber optics. The SCCA's letter provided several points of concern for consideration and is included in Attachment D. SiFi staff has evaluated SCCA's letter and provided responses to each of SCCA's points and are included in Attachment E. STAFF RECOMMENDATION Staff recommends that the City Council discuss this item and provide direction to staff. FISCAL IMPACT None. STRATEGIC PLAN IMPACT This item is consistent with the City of Rosemead's Strategic Plan Goal C - Infrastructure and Facilities, which is to enhance streets, sidewalks, and public infrastructure; coordinate with relevant utility agencies regarding safety and enhancements; and modernize facilities by expanding the use of wireless network technology and renewable energy. PUBLIC NOTICE PROCESS This item has been noticed through the regular agenda notification process Prepared by: Michael Chung, P.E. Director of Public Works Attachment A: March 8, 2022, FiberCity Presentation Attachment B: FiberCity Development Agreement Attachment C: FiberCity Infrastructure Details Attachment D: SCCA Letter of Concern Attachment E: SiFi's Responses to SCCA's Letter of Concern. 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Q an `T %3 A lb O-= w W Z I" C= y VJ p C W J W p p Z j Z H i Q = Z to m O Z C JCL. w 0 Q J Z ~ Z W Q = Q = VJ y C7 W 6W.i C W C W U G W d VJ J h 3 t i 1 M* 4M pmm LLM q GaG1 J C 1 SCD J oW 'FW sW cd (gym y� e1iW NLL uQi {ii H C�zV, Vim \ WLV LN ` (zW cm 1.�A\ W ( Wm aeLL �G7 J) @C3 mco 3i; Me }�� l OLS =¢� (�C C l Ga= 1/\\/ C�c.Lai� C CW C W� C��o� C�EW C -MW li 4� \6LV \LLL \Q�i� vagi w— = \1m \LLY� Y 0 O 3 v z LL V1 T cuG1 cu 3 O d Attachment B FiberCity Development Agreement DEVELOPMENT AGREEMENT This Development Agreement (the "Agreement') is made this day of April, 2022 ("Effective Date"), by and between the City of Rosemead ("City") California, municipal corporation and SiFi Networks Rosemead LLC, a Delaware limited liability company ("SiFi") (each of City and SiFi, a "Party" and collectively, the "Parties"). RECITALS WHEREAS, the City desires to implement a fiber optic network System (as defined below) for community benefit in the City and SiFi desires to install such a System; WHEREAS, SiFi owns the rights to the FOCUS (as defined below) proprietary fiber optic cable System technology; WHEREAS, the City has agreed to grant to SiFi all necessary rights to access and use the Public Way to install, operate, and maintain the System; and NOW, THEREFORE, in consideration of the mutual obligations of the Parties, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties covenant and agree as follows: SECTION 1 1. Definition of Terms. 1.1 Terms. For the purpose of this Agreement, the following terms, phrases, words, and abbreviations shall have the meanings ascribed to them below. "Access" means facilitation of all necessary City permits, encroachments, and/or license and/or lease agreements for specified areas within the Public Way. "Boundary" means the legal boundaries of the City as of the Effective Date, and any additions or subtractions to the City legal boundaries, by annexation or other legal means. "Cabinets" means above ground enclosures placed within the Public Way for the protection of active and passive equipment for the provision of Service throughout the System and as further described in Exhibit A. "Chambers" means underground enclosures placed within the Public Way facilitating access to the active and passive equipment for the provision of Service throughout the System. "Commencement Date" means the date that Substantial Completion, as that term is defined herein, of the System has been achieved. "Construction" means breaking ground for the installation of the System. "Construction Contractor" or "Contractor" means the construction company(ies) performing the physical work. "Drop" means the fiber optic cable run from the edge of the Public Way (as defined below) to the Premises Wall. "Facility" means the secure spaces that the City agrees to make available to SiFi during the Term for the installation of Shelters and Cabinets. "FOCUS" means SiFi's trademarked FOCUST"' system, know-how and other proprietary rights, comprising, among other things a combination of blown fiber, aerial, and other conventional techniques to enable multi gigabit technologies. "FON" means SiFi's fiber optic network built by utilizing a combination of blown fiber, aerial, and/or other conventional techniques, which may also include FOCUSTm design, as well as electronics to enable multi gigabit technologies. "Hazardous Materials" means (i) any hazardous or toxic wastes, substances, or materials, and any other pollutants or contaminants, which are regulated by any applicable local, state or federal laws. "Home" means a residential single-family dwelling, or a residential single dwelling unit located within a Multiple Dwelling Unit, located within the Boundary. "Multiple Dwelling Unit" means an apartment building or other building containing more than four dwelling units located within the Boundary. "Microtrenching" means the process of cutting a trench with a dry cut machine and reinstated with cementitious slurry fill as further described in Section 4.1.1. "Pass" or "Passes" means the duct or Chamber as parts of the System has reached to the curbside of a residential Primary Premise, or the engineered point at or near a commercial Premises from which a Drop can be connected. "Person" means any natural person or any association, firm, partnership, joint venture, corporation, limited liability company, or other legally recognized entity, whether for profit or not for profit, but shall not mean the City or SiFi. "Premises" means a Home, Multiple Dwelling Unit, office or other building located within the Boundary. "Premises Wall" means the exterior of an outside wall of a Premises to which the fiber optic cable can be terminated. "Primary Premises" means the Premises within the Boundary as of the Effective Date but excluding any Premises which SiFi cannot connect (i) because of a lack of a right to access and use the Public Way due to the City not possessing the right, title, interest or authority to permit Page 2 of 31 SiFi to use and occupy the Public Way in order for SiFi to access such Premises, or (ii) because SiFi lack of a right to access any non -City owned property within the Boundary in order to access such Premises, or (iii) if there would be an incremental material cost to connect such Premises would be at least ten percent (10%) higher than the average cost to connect accessible by SiFi Primary Premises within the Boundary, or (iv) where such Premises already have a pre-existing fiber service available to them and do not desire SiFi to connect such Premises. SiFi shall not be required or obligated to make the System available to such Primary Premises described in (i) through (iv) in this definition and Substantial Completion determination shall not be impacted as a result. "Public Way" shall mean the surface of, and the space above and below, any now existing or future: public street, road, highway, parkway, driveway, lane, path, court, sidewalk, bridge, alley, boulevard, traffic signals, lamp post, public way, or other public right of way or easement including, public utility easements, dedicated utility strips, or rights of way dedicated for compatible uses and any temporary or permanent fixtures or improvements located thereon now or hereafter held by, granted or dedicated to or under the jurisdiction of the City within the Boundary. For the avoidance of doubt, the term "Public Way" shall also mean any easement now or hereafter held by the City within the Boundary for the purpose of public travel, or for utility or public service use dedicated for compatible uses and shall include all other easements or rights of way held by the City within the Boundary. "Release" when used with respect to Hazardous Material means any actual or imminent spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, or disposing into or inside any existing improvements or any improvements constructed hereunder, including the System. "Service" means internet, voice, data, and video service or any combination thereof, provided by the City or another Service Provider over the System. "Service Providers" means any entity, which enters into a contract with SiFi to provide Services over the System. "Shelter" means the above ground facility housing System equipment as further described in Section 4.2 and in Exhibit A hereto. "Subscribe" means an agreement to receive from a Service Provider. "Subscriber" means any Person (which for purposes of this definition shall include the City) that has entered into an agreement to receive or otherwise lawfully receives Service. "Substantial Completion" means the date on which, the System has been installed such that it Passes the addresses of each of the Primary Premises and the System is capable of providing Service to each such Primary Premises (but for the lack of a Drop) or four (4) years post Construction being commenced, whichever event occurs first; provided, however In the event that Substantial Completion is deemed to have occurred due to the expiration of four (4) years post Construction being commenced, SiFi shall use commercially reasonable efforts to complete, Page 3 of 31 subject to the conditions in the proviso above, such construction as is necessary to provide service to all Primary Premises within a commercially reasonable time. "System" means all parts of the FON system under and above ground in the City that is designed to support the delivery of Service to Subscribers, including the fiber optic cable and its component parts and appurtenances, and the other cables, wires, components, facilities, Cabinets, ducts, conduits, connectors, Shelters, Chambers, manholes, manhole covers, pedestals, appliances, splitters, attachments, and other property, equipment, components, materials, apparatus and appurtenances to the FON system. SECTION 2 2. Grant of License. 2.1 Grant of License for System in Public Way. 2.1.1 SM Granted a License to Public Way. This Agreement sets forth the basic terms and conditions upon which SiFi is granted a license to install the System in the Public Way. The particular terms and location of each portion of the System shall be specified in the applicable permit, including but not limited to encroachments, licenses, or other forms of plan review and approval or authorization, as described in Section 3.2 (Permits and General Obligations). Subject to this Agreement and the terms and conditions of any permits, including but not limited to encroachments, licenses, or other forms of plan review and approval or authorization, the City hereby grants and conveys to SiFi a license to erect, install, construct, repair, replace, reconstruct, maintain, operate or retain in, on, over, under, upon, across, or along any Public Way, the System including, wires, cables, facilities, Cabinets, components, materials, apparatus ducts, conduits, connectors, vaults, manholes, manhole covers, pedestals, appliances, splitters, pots, attachments, and other related property or equipment as may be necessary or appurtenant to the System, within the Boundary, and all extensions and additions thereto. SiFi shall have the right, subject to City approval of the applicable permit, which approval shall not be unreasonably withheld, delayed, or conditioned, except for those conditions necessary to protect public health, safety and welfare of persons and public property in the sole but reasonable discretion of the City Public Works Director, to determine the final engineering design and location, including but not limited to depth, width, and height, of all equipment and other parts of the System. Both Parties agree to cooperate during the design and permitting process and SiFi must first disclose all engineering designs to the City for permit approval. Notwithstanding the foregoing, installation of the System and use of the Public Way is subject to the applicable permit for a specific location. It is understood that SiFi's right to place the System is a non-exclusive license, except for the Facilities, but that upon issuance of the applicable permit, the area specified therein shall be exclusive for the System, subject to the terms and conditions of this Agreement. Further, SiFi's rights granted under this Agreement are irrevocable until the expiration or sooner termination of this Agreement and/or the permit as provided herein or therein. Page 4 of 31 2.1.2 Abandonment of the System upon Termination of Agreement. Upon the expiration or termination of this Agreement, SiFi shall have the right, but not the obligation, to remove from or abandon in place all or any part of the System in the Public Way. Any part of the System abandoned by SiFi as described in this agreement shall become the property of the City. Within ninety (90) days or as soon as possible of the expiration or termination of this Agreement, SiFi must notify the City in writing of its intent not to abandon the System. Failure to provide such written notice within the time specified will be deemed an abandonment of the System. 2.1.3 Removal or Relocation for Safety Reasons. If, in the reasonable discretion of the City Public Works Director, any above ground portion of the System is installed, operated and/or maintained in material non-compliance with the applicable permit issued by the City, the City Public Works Director shall provide oral and/or written (email) notice and SiFi shall promptly, within the applicable timeframe specified in Section 8.1.1, repair such portion of the System within the time required by the City Public Works Director. If SiFi fails to timely repair such portion of the System as required, the City Public Works Director may, at SiFi's expense to be paid upon invoice by the City, (i) cause the removal immediately, if necessary, to protect against imminent harm to life or property, or (ii) cause such portion of the System as constitutes a public nuisance to be abated consistent with the provisions of the Municipal Code. Notwithstanding the foregoing, if, in the reasonable discretion of the City Public Works Director, any above ground portion of the System becomes a safety hazard at any time during the Term, the City Public Works Director may, at SiFi's expense to be paid upon invoice by the City, cause the immediate removal of such portion of the System without prior notice to SiFi, if necessary to protect against imminent harm to life or property. 2.2 Term of Agreement. This Agreement shall become effective upon the execution and delivery of this Agreement by the Parties (the "Effective Date"). The term of this Agreement shall commence on Commencement Date and run until midnight on the date that is thirty (30) years after the Commencement Date (the "Initial Term"). Following the Initial Term, this Agreement shall, so long as SiFi remains in material compliance with this Agreement as reasonably determined by City, automatically renew for one additional term of thirty (30) years commencing on the thirtieth (30th) anniversary of the Commencement Date (a "Renewal Term)," and, collectively with the Initial Term, the "Term") unless SiFi provides written notice to the City of its intent not to renew at least one hundred eighty (180) days prior to end of the Initial Term. If SiFi elects to not renew this Agreement the system will be deemed abandoned and shall become the property of the City. 2.3 License to Occupy City Land for Shelter/Facilities. (i) City hereby grants to SiFi, and its licensees, successors, lessees, transferees, and assigns, an additional license to enter and occupy portions of the City's Public Way and/or City -owned land including for up to two (2) specific locations as further described in Section 4.2, subject to a separate mutual written lease agreement between the parties at market rate which locations will be mutually agreed upon in good faith between the City and Licensee (the "License Area"), for the purposes of erecting, installing, constructing, operating, repairing, replacing, reconstructing, Page 5 of 31 removing, maintaining, using and retaining said System, including, without limitation, wires, cables, ducts, conduits, connectors, vaults, handholes, handhole covers, fencing, pedestals, appliances, splitters, attachments, and other property, equipment, components, materials, apparatus and appurtenances to the System and the Facilities (the "Improvements"). This License is subject to easements, covenants, conditions, and regulations in existence as of the date hereof. (ii) Subject to easements, covenants, conditions, and regulations in existence as of the date hereof, SiFi shall be permitted to make such alterations to the License Area as are reasonably necessary to erect, install, construct, repair, replace, reconstruct, remove, maintain, operate, and use, the System including, without limitation, the Improvements, and adding and moving electrical lines and other utilities and apparatus. SiFi shall be responsible for all costs incurred in the alterations. All construction, installation, maintenance and repair of the License Area shall be conducted so as to interfere as little as practicable with City's use and operation of the Public Way. The installation of the System and alterations by SiFi in the License Area shall be done in a good and workmanlike manner by competent personnel or contractors, in conformity with all applicable permits, licenses, ordinances, laws and regulations, and free from any liens for labor or materials. Any damage to the License Area caused by reason of the exercise of SiFi's rights hereunder shall be corrected within a reasonable time by SiFi at its sole cost and expense. (iii) SiFi will maintain the Improvements in accordance with this Agreement. (iv) SiFi shall not install or construct any other structures or improvements other than the Improvements and associated appurtenances described herein. (v) The Improvements installed within the License Area by SiFi shall be made at no expense to City. SiFi shall be responsible, and assume all costs, for any relocation or protection of any part of the System in the event the relocation or protection of the System is necessary due to changes in any Public Way at any time during the term of this Agreement. (vi) City, at its sole cost, shall operate, maintain and repair the Public Way so as to avoid damage or minimize adversely affecting the Improvements and the License Area. City shall not make any modifications to, or alter, the License Area without prior written notice to SiFi. (vii) City, its agents, or assigns, or any utility company or City franchisee may at any time, enter upon the License Area, except for the Shelter locations, covered by this Agreement for the purpose of installing, maintaining, relocating, altering, enlarging, repairing, or inspecting any utility, facility, or public work thereon. provided that, except in emergencies, City will be liable to and will indemnity SiFi for any damages to the System, Improvements and Facilities. (viii) SiFi shall restore damaged or disturbed surfaces or underground utilities at or adjacent to the License Area to substantially the same as the original condition. Restoration shall be carried out immediately after construction. Any damage not repaired to the satisfaction of the City shall be a cause to suspend any operations within the City's limits by the party causing the damage until the repairs are satisfactory to the City. Page 6 of 31 (ix) The System and all its parts and components which are installed and constructed by SiFi in the License Area shall at all times be and remain the property of SiFi. (x) City shall not install or construct, or permit the installation or construction of, any structures, improvements or obstructions on, over, or under, the License Area that interfere with SiFi Network' access to, use and possession of the License Area, nor shall City otherwise impede, disturb, interfere with, or restrict, SiFi's access to, use and possession of, the License Area. 2.4 [RESERVED]. 2.5 Efficient Permittine Process. 2.5.1 During the Term, and so long as SiFi has made the Monthly Reimbursable Amounts as defined below the City shall provide efficient and diligent good faith review of all applications for permits by SiFi and/or its contractors, to the extent reasonably possible and to the extent permits are necessary, including permits or other necessary items for construction work on the System within the Public Way. The City acknowledges and agrees that in order for SiFi to perform its obligations under this Agreement, time is of the essence in connection with permitting, licensing, and approval of the System. Accordingly, once SiFi has submitted a preliminary design for construction work on the improvements in the Public Way, including License Area, to the City, the City agrees to the extent reasonably possible to process within the timeframes below in connection with all applications for permits by SiFi and/or its contractors in connection with this Agreement: (i) The City shall within two (2) business days of submittal by SiFi and/or its contractors of an application or other request for a permit in connection with this Agreement provide written acknowledgment to SiFi and/or its contractor confirming receipt of such submittal; and (ii) The City shall within five (5) business days of submittal by SiFi and/or its contractors of an application or other request for a permit in connection with this Agreement acknowledge in writing that such application is properly submitted and complete, or in the event such application is not properly submitted and complete, provide SiFi and/or its contractors with a detailed written explanation of any deficiencies. Upon curing any such deficiencies, the City shall undertake an expedited review of the application per the timelines specified herein or other request for permit by SiFi and/or its contractors in order to comply with this Section 2.4.1. (iii) The City shall within fifteen (15) business days of a reasonably sufficient submittal by SiFi and/or its contractors of an application or other request for a permit in connection with this Agreement provide written notification of initial review and provide in writing to SiFi and/or its contractors a detailed explanation of any additional information Page 7 of 31 and/or correction(s) needed for the City to complete its review process and the timelines specified in this Section 2.5.1 shall reset upon submittal of such required information. In the event no additional information is needed, the City shall within such fifteen (15) day period so notify SiFi and/or its contractors in writing. (iv) The City shall within ten (10) business days of a properly submitted and complete application by SiFi and/or its contractors of an application or other request for a permit in connection with this Agreement provide final approval and issue any necessary approval or permits to SiFi and/or its contractors. 2.5.2 Permit applications shall be submitted by SiFi in substantially the standard form published on the City's official website. The engineering details provided in Exhibit A are the typical details that will be primarily used to construct the System. 2.5.3 Nothing herein shall be construed as a promise, warranty, or guarantee of approval of any permit, license, or other land use approval which may be required. No permit, license, or other land use approval of any other approval requested by or required if SiFi shall be unreasonably withheld, conditioned or delayed. Furthermore, SiFi shall have no liability for and shall not be deemed to be in breach of any of its obligations hereunder, if the necessary permits, licenses or approvals are not issued or are issued but not timely by the City, unless the failure to issue or delay in issuing is the fault of SiFi. SiFi is solely responsible for any permit or approval from any other public agency that may be required for the work. This Section 2.5.3 does not apply to any discretionary land use approval from the City which may be required as a result of the final design for SiFi's work in the Public Way, which cannot be ascertained as of the Effective Date due to the lack of a final design. 2.5.4 Such permitting process shall be facilitated by a single point of contact ("SPOC") within the City's Engineering Department. The SPDC in the City's Engineering Department will be responsible for facilitating and expediting the plan check, permitting process, inspections and communicating with SiFi and its contractors, the City Council, and the general public regarding the construction process and progress. The annual cost and expense to the City associated with employing, training, and retaining a SPOC shall be reimbursed by SiFi, through Substantial Completion of the System, at a cost of up to eight thousand three hundred thirty three dollars thirty-three cents ($8,333.33) per month, and shall be included in the invoices from the City under Section 2.6 ("SPOC Costs"). 2.6 Invoices and Payments — Monthly Reimbursable Amounts. Beginning with the first business day of the month following the first permit application submitted by SiFi, City will invoice SiFi on the first business day of each month for actual City fees incurred by the City during the previous month including administration of the Efficient Permitting Process described in Page 8 of 31 Section 2.5 above, plan check fees, encroachment permit fees, inspection fees, SPOC Costs and any other applicable fees, including staff time and consultant costs of processing and reviewing all applications by SiFi and/or its contractors (collectively, the "Monthly Reimbursable Amounts"). City represents and warrants that such Monthly Reimbursable Amounts are and will be a fair market value of all City costs incurred by the City in fulfilling its obligations under the Agreement. City will continue to invoice SiFi for the Monthly Reimbursable Amounts until Substantial Completion. Each such monthly invoice shall be payable within thirty (30) days of receipt. 2.7 Fees, Expenses and other Charges. Except as expressly set forth herein, each Party shall bear and be responsible for all of its own costs, fees and expenses incurred in executing and performing this Agreement. For the avoidance of doubt, because of the payment of the Monthly Reimbursable Amounts, City agrees (i) that SiFi shall not be responsible and liable for any other or additional fees or payments to the City in connection with this Agreement or the permitting process in excess of the Monthly Reimbursable Amounts, including any assessment or fees that otherwise would or might be levied by the City separately for use of the Public Way, provided that SiFi shall be responsible for Federal, State and local taxes in connection with the System. The City agrees that this Agreement shall not require SiFi to comply with or otherwise be subject to any obligations or liabilities as a grantee of a franchise under the City's municipal code, ordinances or similar laws. However, any Service Providers may be subject to franchise fees, including but not limited to a City required, of which requirement SiFi shall notify each Service Provider in the City of the broadband utility fee per month invoiced by each Service Provider as a separate line item to any such Service Provider's active Subscriber and subject to a separate agreement between the City and such Service Provider. The City agrees that City bonding and insurance requirements will be satisfied by bonds and insurance coverage provided as part of the encroachment permit application and supplied by the Construction Contractor (as principal) performing the construction of the System. Such bonds and insurance documentation to be supplied prior to the start of Construction. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 2.7 will survive expiration or termination of this Agreement. SiFi shall, at its own expense, obtain and maintain in full effect throughout the Term a City business license, and shall require that each of its contractors and subcontractors obtain a City business license if required based on the work in the City. 2.8 Relocation, Modification, or Alterations. Excluding relocations requested by the City pursuant to this Agreement and repairs or maintenance to the System, SiFi may not relocate, materially modify, or materially alter the System components any time after issuance of the permit(s) for the System, except upon City's written approval which approval will not be unreasonably withheld, delayed, or conditioned, except as necessary to protect the public health and safety. 3. The System. SECTION 3 Page 9 of 31 3.1 System Description. SiFi will install the System within the Boundary using the Public Way. The System shall use fiber optic cable emanating from the Shelter to the applicable Cabinet in the Public Way and then to the private Premises Wall for each applicable Primary Premise. The City acknowledges and agrees that SiFi has the right to install the System within the Boundary using the Public Way in order to make the delivery of Service over the System available to all Premises within the Boundary. The Parties acknowledge and agree that there is no agreed design or configuration of the actual location of the System within the Public Way at this time and that SiFi shall submit such designs specification, plan and associated details to the City for approval within 180 days of the Effective Date of the Agreement. The City will work with SiFi to approve the physical location of the fiber optic cable and other equipment and components of the System in, on, over, under, upon, across, or along the Public Way and from the Public Way to the Premises Wall. 3.2 Permits and General Obligations. Following SiFi's submittal of designs, plans and specifications for the System and City's reasonable review thereof, SiFi shall obtain applicable permits as provided herein including but not limited to encroachment, licenses, or other forms of plan review and approval or authorization necessary to construct, install, operate, maintain, replace, reconstruct or repair the System, or any part thereof, during the term of this Agreement and any extension. SiFi shall provide plans to the City for City approval for the issuance of permits to construct the System. The City shall issue such permits in accordance with the timelines specified in Section 2.5, with associated costs covered by the Monthly Reimbursable Amounts. Construction and installation of the System shall be performed in a safe manner compliant with all applicable laws and regulations, using materials of good quality. All permits shall provide for and allow work on residential streets between 7 AM and 7 PM, Mondays to Fridays and on arterial highways between 9 AM and 7 PM, Mondays to Fridays. All transmission and distribution structures and equipment installed by SiFi for use in the System in accordance with the terms and conditions of this Agreement shall be located so as to minimize interference with the proper use of the Public Way and the rights of property owners who own property that adjoin any such Public Way. Except for the approved construction techniques specified in Section 4. 1.1 and the specifications listed in Exhibit A, SiFi shall adhere to all then -current and applicable Municipal and Building Code requirements, and SiFi acknowledges that, during the Term, applicable laws (including the City of) are likely to change and such amendments shall apply to SiFi and the System. SECTION 4 4. Construction and Facilities. 4.1 SiFi will use commercially reasonable efforts to commence Construction on or before a date that is twenty-four (24) months after the Effective Date (the "Construction Commencement Deadline"); provided however, in the event of a Force Majeure Event or if all Shelter locations have not been agreed upon within twenty-four (24) months from the Effective Date, the Construction Commencement Deadline shall be extended by the time impact resulting from the (i) Force Majeure Event or (ii) delay in agreeing on all Shelter locations. In addition, SiFi will use commercially reasonable efforts to complete construction of the System on or before a date that is forty eight (48) months after the Construction Commencement Deadline (the Page 10 of 31 "Construction Completion Deadline"); provided however, in the event of a Force Majeure Event or if all Shelter locations have not been agreed upon within twenty-four (24) months from the Effective Date, the Construction Completion Deadline shall be extended by the time impact resulting from (i) the Force Majeure Event or (ii) delay in agreeing on all Shelter locations. The timeline shall also be extended due to and for the length of any delay by the City in performing its obligations hereunder or issuing the permits, licenses and approvals to SiFi or its contractors. Both Parties recognize and agree that SiFi cannot guarantee the Construction Commencement Deadline or the Construction Completion Deadline as many elements are outside of its control. SiFi will keep the City informed of the progress of its schedule at reasonable intervals. 4.1.1 The City acknowledges and agrees that SiFi and its contractors intend to use varying construction techniques for the System Construction and deployment, which may include, any of the following: (i) traditional open trench and/or directional boring; (ii) slot cut Microtrenching as set forth in the specifications set forth in Exhibit A to this Agreement; (iii) In addition to notification of DigAlert and potholing, the use of a ground penetration radar system as the primary method for identifying underground utilities prior to any Microtrenching; and/or (iv) aerial cables (shall only be permitted where other aerial facilities and poles exist and existing poles are used) as allowed in the permit. To the extent consistent with the City's building codes, the City hereby approves each of the above referenced construction methods and the specifications in Exhibit A to this Agreement and agrees to work cooperatively with SiFi in reviewing all other potential construction methods. 4.1.2 SiFi shall be solely responsible for all repairs, maintenance, and adjustments, and damage to the System, not caused by City's active negligence or willful misconduct. The City shall be liable to the extent any loss or damages to the System or other property and equipment results from the sole active negligence or sole willful misconduct of acts or omissions by the City or its agents. 4.2 Location of Facilities. 4.2.1 Facilities. During the Term, the City shall provide SiFi, as needed, with access to and use of the Facilities for the installation and operation of up to two (2) SiFi's Shelters (approximately 1,000 square feet per location for each Shelter) subject to a separate lease agreement to be negotiated in good faith between the parties including payment by SiFi of fair market value for the use and occupancy of each such Shelter Facility on City -owned land. Page 11 of 31 4.2.2 Shelters and Cabinets Locations. SiFi agrees to provide engineering designs including intended locations of the Shelters and Cabinets required for the System to the City prior to Construction in accordance with City's permitting process. The City and SiFi agree to cooperate in the selection of suitable sites for the Shelters and Cabinets. However, City has sole and absolute discretion to reject a proposed location; provided that, the City will use reasonable efforts to offer suitable alternative locations. 4.3 System Connections to the Premises Wall. SiFi will provide a terminated fiber to each Subscriber's Premises receiving a Drop in a manner to be determined by SiFi. The location and the method of the Drop will vary depending on the circumstances of the location of the Subscriber's Premises. For the avoidance of doubt, in the event SiFi cannot install fiber optic cable or other necessary equipment on private property because of a lack of a right to access the property, SiFi shall not be required to make the System available to such Premises when private easement has not been granted. SECTION 5 5. Oversight and Regulation by City. 5.1 Oversight of Construction. The City shall have the right to oversee and inspect the Construction of the System in the Public Way. 5.2 Compliance with Applicable Laws. SiFi and the City shall, at all times during the Term, be subject to and comply in all material respects with all applicable federal, state laws and local laws regarding the Construction of the System in the Public Way. 5.3 Treatment of Confidential Information. Except for local, state and federal law, including without limitation, the State's California Public Records Act ("CPRA") and open meeting laws, , subpoenas and court orders, the City agrees that, without the prior written consent of SiFi, all information regarding the System, including plans, drawings, designs, conceptual renderings, specifications, photographs, reports, manuals, and other documents ("Confidential Information") and so labeled as confidential, is proprietary and shall be kept confidential and shall not be disclosed to any Persons other than the City's authorized employees, representatives, staff and consultants (collectively, "Representatives") with a need to know such information as determined by the City. The City shall cause its Representatives to observe the confidentiality obligations described herein and shall be responsible for any breach of these obligations by any of its Representatives. The City agrees to promptly notify SiFi if the City receives a CPRA request relating to SiFi or the System so that SiFi, at its sole cost and expense, may take any appropriate steps to protect disclosure of Confidential Information. As permitted by law, City shall promptly upon the written request of SiFi or the termination of this Agreement, return to SiFi or destroy (any such destruction shall be subject to the City's Records Retention and Destruction Policy or other applicable laws, and certified in writing by an officer of the City) all copies of the Confidential Information and all other documents prepared by the City that contain or reflect the Confidential Information. Notwithstanding anything to the contrary contained in this Page 12 of 31 Agreement, the City's obligations set forth in this Section 5.3 will survive expiration or termination of this Agreement. SECTION 6 6. Insurance. Without limiting liability hereunder, SiFi shall procure and maintain from the date of start of Construction for the duration of the term of the Agreement, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the SiFi, its agents, representatives, employees, or subcontractors. 6.1 Minimum Scope and Limit of Coverage. Coverage shall be at least as broad as: A. Commercial General Liability (CGL): Insurance Services Office (ISO) Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. Coverage shall include blanket contractual liability and broad form property damage, premises, operations, explosion, collapse, underground hazard (commonly referred to as "X", "C" and "U" coverages B. Automobile Liability: Insurance Services Office Form CA 0001 covering Code 1 (any auto), with limits no less than $1,000,000 per accident and $2,000,000 in the aggregate for bodily injury and property damage. C. Workers' Compensation insurance as required by the State, with Statutory Limits, and Employers' Liability insurance with a limit of no less than $1,000,000 per accident for bodily injury or disease. D. Professional Liability with limits no less than $',000,000 per occurrence or claim, and $2,000,000 policy in the aggregate. The retroactive date must be shown, and this date must be before the execution date of the contract or the beginning of contract work. Insurance must be maintained, and evidence of insurance must be provided for at least five (5) years after completion of contract work. If coverage is canceled or non -renewed, and not replaced with another claims - made policy form with a retroactive date prior to the contract effective, or start of work date, the SiFi must purchase extended reporting period coverage for a minimum of one (1) years after completion of contract work. A copy of the claims reporting requirements must be submitted to the City for review. F. Pollution Legal Liability and/or Asbestos Legal Liability and/or Errors and Omissions (if project involves environmental hazards) with limits no less than $1,000,000 per occurrence or claim, and $52000,000 policy aggregate. If the services involve lead-based paint or asbestos identification/remediation, the Pollution Liability policy shall not contain lead-based paint or Page 13 of 31 asbestos exclusions. If the services involve mold identification/remediation, the Contractors Pollution Liability policy shall not contain a mold exclusion, and the definition of Pollution shall include microbial matter, including mold. If the Contractor or SiFi maintains broader coverage and/or higher limits than the minimums shown above for all policies, the City requires and shall be entitled to the broader coverage and/or higher limits maintained by the Contractor or SiFi. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City to the extent necessary to cover any actual damages suffered by the City. 6.2 Self -Insured Retentions Self-insured retentions must be declared to and approved by the City in its sole and absolute discretion. At the option of the City, SiFi shall cause the insurer to reduce or eliminate such self- insured retentions as respects the City, its officers, officials, employees, and volunteers; or SiFi shall provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration, and defense expenses. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City. 6.3 Other Insurance Provisions: A. Additional Insured. The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of SiFi including materials, parts, or equipment furnished in connection with such work or operations and automobiles owned, leased, hired, or borrowed by or on behalf of SiFi. General liability coverage can be provided in the form of an endorsement to the Siff s insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used). B. Primary Insurance. For any claims related to this project, SiFi's insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the SiFi's insurance and shall not contribute with it. C. Notice of Cancellation. SiFi shall provide immediate written notice if (1) any of the required insurance policies is terminated; (2) the limits of any of the required policies are reduced; (3) or the deductible or self-insured retention is increased. In the event of any cancellation or reduction in coverage or limits of any insurance, SiFi shall forthwith obtain and submit proof of substitute insurance. D. Builder's Risk (Course of Construction) Insurance. SiFi may, if requested by the City, submit evidence of Builder's Risk insurance in the form of Course of Construction coverage. Such coverage shall name the City as a loss payee as their interest may appear. Page 14 of 31 If the project does not involve new or major reconstruction, at the option of the City, an Installation Floater may be acceptable. For such projects, a Property Installation Floater shall be obtained that provides for the improvement, remodel, modification, alteration, conversion or adjustment to existing buildings, structures, processes, machinery, and equipment. The Property Installation Floater shall provide property damage coverage for any building, structure, machinery, or equipment damaged, impaired, broken, or destroyed during the performance of the Work, including during transit, installation, and testing at the City's site. E. Acceptability of Insurers. Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best rating of no less than A:VII, unless otherwise acceptable to the City. F. Waiver of Subrogation. SiFi hereby agrees to waive rights of subrogation which any insurer of SiFi may acquire from Contractor by virtue of the payment of any loss. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. However, the Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of the City for all work performed by the Contractor, its employees, agents and subcontractors. G. Verification of Coverage. SiFi shall furnish the City with Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to City before the date of the start of Construction. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor's obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements, required by these specifications, at any time. H. Contractor/Subcontractors. SiFi shall require and verify that the Contractor and all subcontractors maintain insurance meeting all the requirements stated herein, and SiFi shall require, to the extent possible, the Contractor and all the subcontractors to list City is an additional insured on insurance required from subcontractors. For CGL coverage subcontractors shall provide coverage with a form at least as broad as CG 20 38 04 13. L Special Risks or Circumstances. City reserves the right to modify, at any time, these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other circumstances. J. SiFi's Maintenance Security. As of the date of completion of construction of the System and on the first business day of each anniversary thereafter in order to support SiFi's obligations to restore the condition of the Public Way directly impacted by the construction of the System, SiFi will provide to the City and maintain or substitute throughout the Term of this Agreement, either of the following, at SiFi's sole option by providing ninety (90) days advanced written notice: (i) a maintenance bond in accordance with the City's bonding requirements, (ii) letter of credit Page 15 of 31 from a bank of SiFi's choosing, or (iii) cash in escrow, subject to a mutually agreed escrow agreement, in an aggregate annual amount not to exceed five hundred thousand dollars ($500,000.00). SECTION 7 7. Parties' Obligations. 7.1 Obligations of the City. In addition to all other duties and obligations contained elsewhere in this Agreement, City has the following duties and obligations: (i) Provide a single point of contact ("SPOC") for SiFi, which SPOC will be responsible to address all issues related to the System, providing coordination with and act as a liaison to City departments, and serving as a communication and troubleshooting resource for SiFi. (ii) Offer the reasonable cooperation of all City departments with respect to relevant issues with respect to the System. Such cooperation will be supervised by the SPDC. (iii) Subject to Section 3.2, provide SiFi and its representatives with access to all City property and all City assets and infrastructure for which a permit has been issued to SiFi for the installation, inspection, and maintenance of the System and for any other reasonable business purpose with respect to the System, following Substantial Completion, SiFi and/or any contractors it hires will be required to obtain encroachment permits and pay any related permit and inspection fees and comply with all other standard encroachment permit conditions of approval for future maintenance and/or repairs and/or alterations to its System located within the Public Way. Notwithstanding the foregoing, SiFi shall have the right to access the License Area to perform any emergency repairs or maintenance of the System without providing the advance notice required above. (iv) Participate in regular status meetings for the coordination of all matters related to the System. (v) Provide efficient and diligent, as specified in Section 2.5, good faith review of all applications for permits submitted by SiFi or its representatives or contractors, including permits or other necessary items for construction work on the System within the Public Way. (vi) In the event of emergency repairs by the City or its contractors in the Public Way are necessary pursuant to Section 7.2(v) below, coordinate the repairs with SiFi, any utilities or other users of the Public Way, in order to facilitate prompt repairs, such coordination to be supervised by the SPOC and the SPOC shall keep SiFi continually apprised of the status of such repairs. Page 16 of 31 (vii) When reasonably able, City will provide SiFi with a least thirty (30) days advance notice of any work in the Public Way that requires the relocation of the System pursuant to Section 7.2(v) below. In addition, where necessary, the City will provide SiFi with an opportunity to access the System at the time of the excavation in the Public Way by others. City shall contractually require all City contractors and permittees in the Public Way to maintain the City required insurance and to indemnify the City for any third party claims raised against the City. 7.2 Obligations of SiFi. In addition to all other duties and obligations contained elsewhere in this Agreement, SiFi has the following duties and obligations: (i) Work closely with the SPOC of the City and relevant City departments with respect to the construction of the System. (ii) Comply with all requirements of City for permit and Public Way use applications, to the extent they may be required. (iii) Maintain or provide for the maintenance of the System. (iv) SiFi and its contractors shall register with the State's Dig Alert safe excavation notification system; and (v) SiFi shall not be required to relocate for any routine curb and gutter and sidewalk maintenance and repair including without limitation repair of potholes, milling and repaving of roadways; provided that, City and City's contractors shall exercise reasonable care and shall be liable to SiFi for any damages to the System. Except for the above paragraph and when non -emergency work to be performed by the City or its contractors is reasonably required to be within two inches (2") radius from the SiFi System in accordance with industry standards ("Conflict"), City shall provide SiFi with not less than thirty (30) days written notice of such Conflict and City shall provide all reasonable accommodations including excavating to the SiFi impacted facilities as reasonably requested by SiFi to allow and facilitate coordination with the City contractor in order for SiFi to protect, or to temporarily or permanently relocate the impacted portion of the System; provided that, SiFi shall bear the direct reasonable cost for (i) relocating the affected portion of the SiFi System; and (ii) additional delays or costs incurred by the City for such Conflict work. If SiFi fails to act on such notice of Conflict within thirty (30 days from receipt, City will not be liable to SiFi for any resulting damages to the System. If the City receives less than 30 days' notice of work that needs to be performed, including but not limited to emergency, exigent or reasonably necessary work, City shall provide notice to SiFi of such in a reasonable timeframe, including but not to limited to Page 17 of 31 those situations set forth in this subsection (iv). SiFi will endeavor to facilitate an introductory meeting between the City and Service Provider(s) who use the Network to provide services to residential and business, and further will advise any such Service Provider(s) that the City may require fees as required by law or regulation. (vi) Provide response times in connection with repairs to be undertaken by SiFi and/or contractors retained by SiFi to establish the necessary personnel levels for required dispatch, repair, inventory, maintenance, and service of the System commencing upon commencement of Construction as follows: (i) Depending upon the type of fault or the method of identification, the City shall notify SiFi of a suspected fault and the generation of a service ticket. The City shall issue to SiFi one of the following service ticket(s), for which SiFi shall provide the corresponding response time: (1) Standard Response ("STANDARD") a) Description: Construction in progress, capital improvement and other such projects impacting or potentially impacting the SiFi System and/or may impact the SiFi System, about which the City is aware of in advance. Examples of such projects include mill and fill projects, side relocations, road reclamation projects, and other similar projects, provided that any such STANDARD repair is subject to the then current State's DigAlert safe excavation laws and regulations. b) SiFi's contractor's response time: On-site within thirty (30) calendar days (2) Non -life-threatening Emergency Response ("NON-LTER") a) Description: Curb and gutter projects, and utility (including telecommunications) projects requiring relocation, repair, or replacement that are impacted by the SiFi System and/or may impact the SiFi System, provided that any such NON-LTER repair is subject to the then current State's DigAlert safe excavation laws and regulations. Page 18 of 31 b) SiFi's contractor's response time: On-site within forty-eight (48) hours. (3) Life Threatening Emergency Response ("LTER") a) Description: Break or hit in the main gas, main electric, main water, or main sewer or storm line in the Public Way that has an immediate and direct impact to the traveling safety of the public in or around the Public Way, and wherein the City's ability to implement repairs are impacted by the SiFi System and/or City repairs may impact the SiFi System. b) SiFi's contractor's response time: On-site within four (4) hours (ii) Upon receipt of a service ticket as set forth herein, SiFi will use reasonable efforts to dispatch a technician to the specified fault location as identified by the City. SiFi, working with the City, will then make the determination as to whether the technician will proceed with the repair(s) if possible, wait for arrival of a City contractor, if necessary, for investigation and/or repair of work, or leave the site. SECTION 8 8. Breach; Rights and Remedies; Termination; Indemnification. 8.1. SiFi Breach or Default. In the event the City believes that SiFi has not complied with or is otherwise in default with regard to any material term of this Agreement, the City shall promptly notify SiFi in writing with specific details regarding the exact nature of the alleged noncompliance or default (a "City Breach Notice"). City agrees that it shall not issue a City Breach Notice and shall not raise any claims for breach against SiFi, if such breach would not have occurred or such claim would not have been raised had the City issued a permit(s) required and when required, when SiFi has provided the reasonably required information for such a permit, to construct the System or any part thereof to SiFi or its contractor(s), or if City's breach of this Agreement or conduct by City, excluding a legitimate stop notice or similar notice by City, causing such alleged breach that materially interferes with SiFi's ability to perform its obligations under the Agreement. 8.1.1 SiFi's Right to Cure or Respond. SiFi shall have thirty (30) calendar days from its receipt of a City Breach Notice (the "Initial SiFi Cure Period") to: Page 19 of 31 (i) respond to the City, contesting the assertion of noncompliance or default and in such event, the Parties shall use commercially reasonable efforts to promptly resolve such contest and to the extent the Parties are unable to resolve such contest within thirty (30) calendar days of SiFi's response, each Party shall be entitled to seek any and all rights and remedies available to it at law or in equity to resolve such contest; or (ii) cure an actual default or noncompliance; provided, however, in the event that the default is curable but due to the nature of the default or noncompliance, such default or noncompliance cannot be cured within the Initial SiFi Cure Period, so long as SiFi initiates reasonable steps to remedy and continuously and diligently uses all reasonable efforts to cure such default or noncompliance promptly and notifies the City of the steps being taken and the projected date that they will be completed, the Initial SiFi Cure Period shall be extended for a reasonable amount of time to permit such cure, but not to exceed sixty (60) days from SiFi's receipt of a City Breach Notice (the "Extended SiFi Cure Period" and together with the Initial SiFi Cure Period, the "SiFi Cure Period"). 8.1.2 City Rights and Remedies. (i) Except as provided in Sections 8.1.2(ii), (iii) and (iv) below which shall control in connection with the events described therein, if SiFi fails to cure any actual noncompliance or default as provided in Section 8.1.1(ii) above within the SiFi's Cure Period, the City may: (a) seek specific performance of any provision of this Agreement which lends itself to such remedy as an alternative to money damages; (b) seek money damages from SiFi; (c) hire a contractor to complete repairs/work and SiFi to pay actual market costs plus overhead; or (d) in the event of the breach of, noncompliance with or default under any material term of this Agreement, terminate this Agreement and seek any and all rights and remedies available to it at law or in equity. Subject to Section 10.2 below, in the event SiFi fails to commence Construction on or before the Construction Commencement Deadline in accordance with Section 4.1 above and subsequently fails to commence Construction within the SiFi Cure Period, the City may terminate this Page 20 of 31 Agreement by written notice to SiFi and neither Party shall have any liability or obligation under this Agreement. (iii) Subject to Section 10.2 below, in the event SiFi fails to complete construction of the System by the Construction Completion Deadline in accordance with Section 4.1 above and subsequently fails to complete said construction within the SiFi Cure Period, the City may (i) terminate this Agreement by written notice to SiFi, in which event neither Parry shall have any liability or obligation under this Agreement; or (ii) permit SiFi to continue all network operations necessary to maximize use of the existing FON in accordance with this Agreement; provided, however the City shall have authority over all extensions of the FON in the Public Way. In the event City elects to permit SiFi to continue all network operations, such permission may include mutually agreed and executed amendments of this Agreement. In addition, prior to such termination by City, the City and SiFi shall meet in person or by video meeting, and both SiFi and the City shall both utilize good faith efforts to resolve any dispute. SiFi shall at all times retain ownership of the System unless abandoned under Section 2.2.2. (iv) Subject to Section 10.2 below, at any time after Partial Operation is achieved, in the event no internet, voice, data, or video service of any kind is capable of being provided over the System for a period, but excluding the duration of any Force Majeure per Section 10.2, in excess of ten (10) consecutive days and SiFi fails to restore such capability within the SiFi Cure Period, the City may terminate this Agreement by written notice to SiFi. In addition, prior to such termination by City, the City and SiFi shall meet in person or by video meeting, and both SiFi and the City shall utilize good faith efforts to resolve any dispute. SiFi shall at all times retain ownership of the System unless abandoned under Section 2.2.2. (v) Notwithstanding anything to the contrary in this Agreement, in no event shall the City be permitted to terminate this Agreement if the City is in breach of or default under this Agreement. (vi) Require SiFi to remove any above ground infrastructure and restore pavement to its original condition 8.2 City Breach or Default. In the event SiFi believes that the City has not complied with or is otherwise in default with regard to any term of this Agreement, SiFi shall promptly notify the City in writing with specific details regarding the exact nature of the alleged noncompliance or default (a "SiFi Breach Notice"). The failure to promptly provide such notice, however, shall not act as a waiver of any rights and remedies of SiFi hereunder unless and only to the extent that the City is materially prejudiced by such failure. Page 21 of 31 8.2.1 City's Right to Cure or Resound. The City shall have (30) days from its receipt of a SiFi Breach Notice (the "City Cure Period"); provided that the City Cure Period for a failure of the City to review permit applications and issue a permit(s) necessary to construct the System as required under Sections 3.2 and 7.2.1(iv) (a "Permit Issuance Breach") shall be ten (10) business days from its receipt of a SiFi Breach Notice to: (i) respond to SiFi, contesting the assertion of noncompliance or default and in such event, the Parties shall use commercially reasonable efforts to promptly resolve such contest and to the extent the Parties are unable to resolve such contest within thirty (30) calendar days of the City's response, each Party shall be entitled to seek any and all rights and remedies available to it at law or in equity to resolve such contest; or (ii) cure an actual default or noncompliance; provided, however, in the event that the default is curable, but due to the nature of the default or noncompliance, such default or noncompliance cannot be cured within the City Cure Period, so long as the City initiates reasonable steps to remedy and continuously and diligently uses all reasonable efforts to cure such default or noncompliance promptly and notifies SiFi of the steps being taken and the projected date that they will be completed, the City Cure Period shall be extended for a reasonable amount of time to permit such cure, but not to exceed sixty ( 60) days from the City's receipt of a SiFi Breach Notice (the "Extended City Cure Period"); provided further, however, no Extended City Cure Period shall apply to a Permit Issuance Breach. 8.2.2 SiFi Rights and Remedies. If the City fails to cure any actual noncompliance or default as provided in Section 8.2.1(ii) above within the applicable City Cure Period, SiFi may: (i) seek specific performance of any provision of this Agreement which lends itself to such remedy as an alternative to money damages; and (ii) in the event of the breach of, noncompliance with or default under any material term of this Agreement, terminate this Agreement and seek any and all rights and remedies available to it at law or in equity. 8.3 Additional Rights to Terminate. 8.3.1 At any time prior to commencing Construction or in the event the City fails to comply with the requirements of the Agreement, SiFi shall have the immediate right, at its option, upon written notice to the City to terminate this Agreement and shall be entitled to any and all other rights and remedies available to it at law or in equity. Page 22 of 31 8.3.2 A Party shall have the right, at its option, upon notice to the other Party to terminate this Agreement if the other Party becomes (i) insolvent, admits in writing its inability to pay its debts as they mature, makes an assignment for the benefit of creditors, or becomes subject to direct control of a trustee, receiver or similar authority, or (ii) subject to any bankruptcy or insolvency proceeding under federal, state or foreign statutes which is not rescinded or dismissed within thirty (30) days. 8.4 Indemnification. 8.4.1 The City agrees to indemnify, defend, and hold harmless SiFi and its affiliates and their respective directors, officers, managers, members, equity and debt holders, partners, employees, contractors, agents and representatives and their heirs, successors and assigns at the City's sole expense from and against any and all claims, suits, and demands of liability, loss, cost, expense or damage, including reasonable attorney's fees (collectively, "Damages"), arising out of third party claims resulting from (i) breach of this Agreement in any material respect by the City or (ii) the City's willful misconduct or gross negligence in its performance of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, the indemnity obligations set forth herein will survive expiration or termination of this Agreement. The defense obligation shall be required whenever any claim, action, complaint, or suit asserts as its basis the acts or omissions of the City, its officers, agents, and/or employees, whether or not the City, its officers, agents, and/or employees are specifically named or otherwise asserted to be liable. Notwithstanding the foregoing, the City shall not be liable for the defense or indemnification of the SiFi Indemnitees for claims, actions, complaints or suits to the extent arising solely out of the negligence or willful misconduct of the SiFi Indemnitees. 8.4.2 SiFi shall defend, indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner which actually or allegedly arise out of or are incident to any alleged acts, omissions, negligence or willful misconduct of SiFi, its officials, officers, employees, agents, and contractors/subcontractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of all attorney's fees and other related costs and expenses except where caused by the active negligence, sole negligence, or willful misconduct of the City its officers, officials, employees and volunteers. SiFi shall defend, at its own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against the City, its directors, officials, officers, employees, representatives, consultants, agents or volunteers. SiFi shall pay and satisfy any judgment, award or Page 23 of 31 decree that may be rendered against the City or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. SiFi shall reimburse the City, its officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. SiFi's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City its officials, officers, employees, agents or volunteers. In no event shall City be liable for any damage or cost arising out of the failure of the System to provide Services except for failures directly caused by City's acts or omissions. 8.5 Limitation of Liability. EXCEPT WITH RESPECT TO A BREACH OF THE CITY'S CONFIDENTIALITY OBLIGATIONS UNDER SECTION 5.3, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, RELIANCE, OR PUNITIVE DAMAGES OF ANY KIND OR NATURE WHATSOEVER, INCLUDING ANY LOST SAVINGS OR HARM TO BUSINESS. EACH PARTY HEREBY RELEASES THE OTHER PARTY AND ITS AFFILIATES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, MANAGERS, MEMBERS, EQUITY AND DEBT HOLDERS, PARTNERS, EMPLOYEES, CONTRACTORS AND REPRESENTATIVES AND THEIR HEIRS, SUCCESSORS AND ASSIGNS, FROM CLAIMS FOR ANY SUCH DAMAGES. SiFi aggregate liability under this Agreement shall be limited to the higher of one million dollars ($1,000,000) or the amount of available applicable insurance coverage. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 8.5 will survive expiration or termination of this Agreement. SECTION 9 9. Disputes. 9.1 If the Parties fail to mutually and promptly resolve, all claims, disputes or controversies arising out of, or in connection with, the breach, interpretation, application, or enforcement of this Agreement, or arising out of, or in connection with, the System, shall be decided in a court of law. The sole and exclusive venue for all claims, disputes or controversies arising out of, or in connection within the breach, interpretation, application, or enforcement of this Agreement, or arising out of, or in connection with, the System, shall be the United States District Court in Los Angeles County. SECTION 10 ] 0. Miscellaneous Provisions 10.1 Assignment. The provisions of this Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and each of their respective successors and assigns as provided herein. Except as provided otherwise herein, neither Party shall be permitted to assign, sell or transfer this Agreement, or its rights and duties under this Agreement, without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned, Page 24 of 31 or delayed. SiFi shall have the right to assign, novate, sell, encumber, or transfer this Agreement and the System or any part thereof, only with the consent, which shall not be unreasonably withheld, conditioned, or delayed, of the City to SiFi's principal, affiliates, subsidiaries, subsidiaries of its principal or to any entity which acquires all of the SiFi's assets in the market by reason of a merger, acquisition, or other business reorganization, provided such assignee, purchaser, or transferee has all appropriate licenses, to the extent SiFi's licenses, permits and approvals cannot be assigned or transferred, for the operation, management, and maintenance of the facilities contemplated herein and sufficient financial resources to fulfill all applicable terms and obligations under this Agreement. At least thirty (30) days prior to the effective date, or as soon as practicable, of any such assignment, sale or transfer, SiFi shall provide City with a fully executed copy of the assignment, sale or transfer document, signed by both SiFi and assignee/purchaser/transferee, indicating the assignee's/purchaser's/ transferee's assumption of all of SiFi's performance duties, liabilities and obligations under this Agreement. SiFi shall not be relieved of its performance duties, liabilities or obligations under this Agreement until City is in receipt, of a fully executed copy of the document evidencing such assignment of the obligations herein and the assignee's/purchaser's/transferee's assumption of SiFi's performance duties, liabilities, and obligations under this Agreement. Otherwise, SiFi may not otherwise assign this Agreement or the System without City's consent, City's consent not to be unreasonably withheld, conditioned, or delayed. Upon any such fully executed assignment, sale, transfer, or novation, SiFi shall be released from all obligations and liabilities under this Agreement from and after the date of such assignment. SiFi shall give the City fourteen (14) days' advance notice of such assignment, sale, transfer or novation disclosing the identity of the Person to whom it has been assigned, transferred, sold or novated. The City agrees, upon request, to promptly deliver (and in no event later than ten (10) days after request by SiFi) to SiFi an estoppel certificate addressed to the assignee, buyer or transferee designated by SiFi, affirming for the benefit of such buyer, assignee or transferee the following (to the extent that the following are then true): the Agreement is in full force and effect; SiFi is not in default thereunder; and such other matters as such assignee, buyer or transferee may reasonably request. 10.2 Force Maieure. Except as otherwise expressly set forth in this Agreement, SiFi will not be held in default under, or in breach or noncompliance with, the provisions of this Agreement, nor suffer any enforcement or penalty relating to noncompliance or default (including termination, cancellation or revocation of this Agreement), where such noncompliance or alleged defaults occurred or were caused by any of the following events (each a "Force Majeure Event"): failure by the City to issue permit(s) required to construct the System or any part thereof to SiFi or its contractor(s), failure by the City to comply with this Agreement, conduct by the City that materially interferes with SiFi's ability to perform, labor strike, riot, war, earthquake, flood, hurricane, pandemic, drought, tomado, or other act of nature that interferes with SiFi's ability to perform, labor disputes, failure of utility service necessary to construct the System, governmental, administrative or judicial order, or other event that is beyond SiFi's reasonable control. Force Majeure Events also include work delays caused by waiting for (i) utility providers to service or monitor their own utility infrastructure on which SiFi's fiber optic cable and/or equipment may be deployed, as well as unavailability of materials and/or reasonably qualified labor to perform the work or (ii) third parties' acts or omissions within the Public Way which materially interfere with SiFi's ability to perform its obligations under this Agreement. Page 25 of 31 10.3 Notice. All notices and communications hereunder shall be in writing and shall be served upon the other party by hand delivery, nationally recognized overnight delivery service, United States certified mail, return receipt requested, or by electronic mail and addressed as follows: IF TO THE CITY: City of Rosemead, City Hall 8838 East Valley Boulevard, Rosemead, CA 91770 Attn: Michael Chung Email: mchung@cityofrosemead.org With a courtesy copy to: City of Rosemead ATTN: City Attorney 8838 East Valley Boulevard Rosemead, CA 91770 IF TO SIFI: SiFi Networks Rosemead LLC 103 Foulk Road, Suite 500 Wilmington, DE 19803 Email: NOTICES@SiFiNetworks.com or to such other address as such Party may hereafter specify for the purpose by notice to the other Party in the manner provided in this Section 10.3. All such notices, requests and other communications will be deemed received on the date of receipt if received prior to 5 p.m. on any business day in the place of receipt. Otherwise, any such notice, request or communication will be deemed not to have been received until the next succeeding business day in the place of receipt. Rejection or other refusal to accept or inability to deliver because of change of address of which no notice was given shall be deemed to be receipt of the notice. 10.4 Entire Agreement. This Agreement, including all Exhibits, embodies the entire understanding and agreement of the City and SiFi with respect to the subject matter hereof. This Agreement supersedes all other agreements whether written, verbal, or otherwise between SiFi and the City with respect to the subject of this Agreement. 10.5 Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement (which other terms and provisions shall remain in full force and effect) or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or Page 26 of 31 unenforceable, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible. 10.6 Governinn Law, Venue. This Agreement shall be deemed to be executed in the State of California and shall be governed in all respects, including validity, interpretation and effect, and construed in accordance with, the laws of the State of California as applicable to contracts entered into and performed entirely within the State of California, irrespective of conflict of laws principles. Venue shall be the U.S. District Court in Los Angeles County. 10.7 Modification. This Agreement shall not be amended or otherwise modified, in whole or in part, except by an instrument, in writing, duly executed by the City and SiFi. For the avoidance of doubt, this Agreement cannot be amended or modified orally or by course of conduct, and no executory agreement, oral agreement or course of conduct shall be effective to amend or modify this Agreement in whole or in part. 10.8 No Third Party Beneficiaries. Nothing in this Agreement or in any prior agreement is or was intended to confer third party beneficiary status on any party or Person not a party to this Agreement including a member of the public. 10.9 No Waiver of Rights. Nothing in this Agreement shall be construed as a waiver of any rights, substantive or procedural that SiFi or the City may have under federal or state law unless such waiver is expressly stated herein. 10.10 No Rights to the System. The City expressly agrees that, except as expressly set forth in this Agreement, it does not and shall not claim at any time any interest or estate of any kind or extent whatsoever in the System, throughout the term of this Agreement. Except as provided in Section 8.1.2 (iii) and Section 8.1.2 (iv) above, SiFi shall, at all times, retain title to and ownership of the System and all future extensions of the System, and shall have the right to lease the System or parts thereof to a provider of internet, data, voice, video and other services. 10.11 Representations and Warranties. 10.11.1 The City represents and warrants to SiFi that: (a) it has full authority (including the authority required by any applicable law, ordinance, rule or regulation) to enter into and perform this Agreement and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and thereby are within the right, power and authority of the City and have been duly authorized by all necessary action on the part of City, (b) this Agreement has been duly executed and delivered by the City and it constitutes a legal, valid and binding agreement of the City enforceable against the City in accordance with its terns (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and by general principles of equity) and (c) the execution and delivery of this Agreement by the Page 27 of 31 City and its performance hereunder and thereunder will not violate any law, ordinance, rule, or regulation applicable to the City. 10.11.2 SiFi represents and warrants to the City that: (a) it has full authority to enter into and perform this Agreement and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and thereby are within the power and authority of SiFi and have been duly authorized by all necessary action on the part of SiFi, (b) this Agreement has been duly executed and delivered by SiFi and it constitutes a legal, valid and binding agreement of SiFi enforceable against SiFi in accordance with its terms (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and by general principles of equity); (c) the execution and delivery of this Agreement by SiFi and its performance hereunder and thereunder will not violate any law, rule, or regulation applicable to SiFi; and (d) prior to commencement of Construction, SiFi will provide to City a letter for SiFi's financial partners evidencing financial commitment to achieve Substantial Completion. 10.11.3 OTHER THAN THE EXPLICIT REPRESENTATIONS AND WARRATIES MADE BY SIFT TO CITY UNDER THIS AGREEMENT, SIFI MAKES NO REPRESENTATIONS OR WARRANTIES TO THE CITY OR ANY PERSON WITH RESPECT TO THE SYSTEM (OR THE COMPONENTS THEREOF) AND HEREBY DISCLAIMS ANY AND ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, ERROR - FREE OR UNINTERRUPTED OPERATION, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. TO THE EXTENT THAT SIFI MAY NOT AS A MATTER OF APPLICABLE LAW DISCLAIM ANY IMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW. 10.12 Third Parties. Nothing contained in this Agreement shall create a contractual relationship with, or a cause of action in favor of, a third party against either SiFi or the City. 10.13 No Partnership. Nothing in this Agreement shall be construed to create a partnership, joint venture or agency relationship between the City and SiFi or any other relationship other than a contractual relationship as expressly set forth in this Agreement. Neither Party shall in any manner act or indicate to any third party that is acting as the agent of the other Party. SiFi shall at all times remain an independent contractor. Neither Party shall control or direct the day-to-day affairs of the other Party, or their mode or method of performing their respective obligations hereunder. Page 28 of 31 10.14 Headings. The headings and captions of this Agreement are solely for the convenience of the Parties and shall not be deemed to modify or vary any of the substantive terms thereof. 10.15 Construction. Each of the Parties acknowledge that each Party to this Agreement has been represented by counsel in connection with this Agreement. Legal or equitable principles that might require the construction of this Agreement or any provision hereof against the party drafting this Agreement shall not apply in any construction or interpretation of this Agreement and is expressly waived. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. The words "hereof', "herein" and "hereunder" and words of like import used in this Agreement will refer to this Agreement as a whole and not to any particular provision of this Agreement. References to Articles, Sections, and clauses are to Articles, Sections and clauses of this Agreement unless otherwise specified. Any singular term in this Agreement will be deemed to include the plural, and any plural term the singular. Whenever the words "include", "includes" or "including" are used in this Agreement, they will be deemed to be followed by the words "without limitation", whether or not they are in fact followed by those words or words of like import. "Writing", "written" and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any agreement or contract are to that agreement or contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. 10.16 Counterparts. This Agreement may be signed in any number of counterparts, each of which will be deemed an original, with the same effect as if the signatures were upon the same instrument. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission (including PDF) shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement. 10.17 Further Assurances. Each Parry agrees that it will execute and deliver such other documents and take such other action as may be reasonably requested by the other Party to effectuate the purposes and intention of this Agreement. 10.18 No Waiver. No provision of this Agreement may be waived unless such waiver is in writing and signed by the Party against whom the waiver is to be effective. No failure or delay by a Parry in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder. No waiver of any breach of this Agreement shall be held to constitute a waiver of any other or subsequent breach. [Signature page follows] Page 29 of 31 IN WITNESS WHEREOF, the Parties have caused this Development Agreement to be executed as of the day and year stated above. CITY OF ROSEMEAD, a California Municipal Corporation By: Polly Low, Mayor ATTEST: City Clerk APPROVED AS TO FORM: City Attorney SIFI NETWORKS ROSEMEAD LLC, a Delaware limited liability company Its: Page 30 of 31 Dated: 2022 Dated: 2022 EXHIBIT A SPECIFICATIONS, SHELTERS, CABINETS Page 31 of 31 Attachment C FiberCity Infrastructure Details EXHIBIT SPECIFICATIONS-SHELTERS-CABINETS FIBER CITY TYPICAL SPECIFICATIONS 2/9/2021 t N,=twork.sw Name: Name: Position: Position: Date: Date: Signature: Signature: Table Of Contents Page Title Page Cover 1 Index 2 Roadway with a Curb Return 3 Roadway W/ Curb & Gutter Variant A 4 Qc Roadway W/ Curb & Gutter Variant B 5 o� Roadway W/ Curb & Gutter Variant C 6 Roadway Street Crossing 7 Q 24x36x36 Standard Chamber/Inlet Protection 8 © Typical Aggregation Shelter Plan/Elevation View 9 Typical Aggregation Shelter Plan Site Layout 10 0 Typical Cabinet Plan/Elevation View 11 Typical Cabinet Elevation View 12 30x48x36 Cabinet & Aggregation Shelter 13 © FAB Details 14 15 ROADWAY WITH A CURB RETURN — Z— —VARIES � -Z2'—L'--RNV SW f Sm EDP r EOP FOC / FOC / r � I AC. PAVEMENT 4 I ,Q) MICROTRENCH PATHWAY(TYP.) CATCH BASIN (STORM DRAIN) PLAN VIEW TREATED AS UnUTY CROSSING SCALE* NTS SEE NOTE BELOW. FASTPATCH 8400 WITH RH A COLOR MATCHING SAND FINISH ROADWAY REINSTATEMENT _ COVER 8' NCH DEPTH 12' MAX I I 1.25' (TYP) - 2' (MAX) CONCRETE CURB & GUTTER REINSTATEMENT MATERIAL -CTF OR EQUIVALENT 1'-2' SAND COVER SEC'T'ION VIEW A -A xn ova er wh ROADWAY n� Q WITH A CURB STD DWG Network -NOT NOT TO SCALE "�"�z°zo Q ROADWAY WITH CURB & GUTTER — VARIANT A 2 VARIES --r RM sm EOP� EOP FOC I�FOC kc -PAVEMENT { A MICROTRENCH PATHWAY f YP.) PLAN VIEW F/ ATO MI) FA ATO MOO WRH A. WRR AMOK M IT*im MAMMIM W10 iIRLW MRO rw x �T � RMOWAY ROIDWAY RWOWAY CONLREIE GAR16GU1'lER TOTK TOTK Rp!$T nT W flEMSIATEMEM LOVER CO TRENCH pERIN TREN(II OEPIR 1rYAA REMSTATEYEM WTERLLL LTF 1r W: REwSTATEYEM WTERML LTF OR EOUNALERf OR EIXINK 1'S SWOCWER 1•S SNIO COVER i n (ml r IMAiI T7g RYFl-rlMAzl+I SECTION VIEW A—A SECTION VIEW B—B b cYvaae. MrE ROADWAY' """°"`n' "" ""'/m WITH A CURB STD DRAWING Networks RETURN VARIANT A NOT To SCALE ROADWAY WITH CURB AND GUTTER - VARIANT B r- I IL �-r W1 ACM0 AUT lm SWD RlRW S MD FMM T RMpYAY RMDWAY ROADWAY CDNCRETE CVRBIGVTiER __ RENSTAlH1EHf COVER D�TM RENSTATFYENT MA.muc t*v 1I W% OREWNALENC I 11 �'S S�NOCOVFA SECTION VIEW A -A a RE«sureuwrwre�w.-crr IXi EWNNFNr SECTION VIEW B -B ■n inaaan DAR ROADWAY fl, WITH A CURB STD DWG C Network,S RETURN VARIANT B NOT TO SCALE �o A.C. PAVEMENT \ -� 12.5 MINIMUM RADIUS � Al. PATCH 7MICRC)TRENCH PATHWAY (iYP.) PLAN VIEW W1 ACM0 AUT lm SWD RlRW S MD FMM T RMpYAY RMDWAY ROADWAY CDNCRETE CVRBIGVTiER __ RENSTAlH1EHf COVER D�TM RENSTATFYENT MA.muc t*v 1I W% OREWNALENC I 11 �'S S�NOCOVFA SECTION VIEW A -A a RE«sureuwrwre�w.-crr IXi EWNNFNr SECTION VIEW B -B ■n inaaan DAR ROADWAY fl, WITH A CURB STD DWG C Network,S RETURN VARIANT B NOT TO SCALE �o ROADWAY WITH CURB AND GUTTER — VARIANT C r -- PAVEMENT 12.5 MINIMUM RADIUS I , MICROTRENCH PATHWAY (iYP.) P 2k1' PATCH 7x1' PATCH' PLAN VIEW 12.5 MINIMUM RADIUS FA ATO N FAfIYATpIEADD W T A[OlD0. W"ACOIOR MATb11XD MAX -M SANDF= SAND iNRX i� � :NfH OF1RX REMSTATEMEIR WTERl4 {Ti 1r YA% 1 OR EOVNALEM 1•-S SARD COVER T$r jfV�-rryA.q-.� SECTION VIEW A—A R!-MDNAY I 1 rT— ROADWAY RENSTAlE1FNi COVER DERiX M flENSTATE0.EM INTERNE {TF Ofl EWNMEXT t• -Y 9AXD COVER ustml-r RNxl+) �-- SECTION VIEW B—B OATS ROADWAYTill WITH A CURB STD DWG D s RETURN VARIANT C Network NOT TO SCALE 11/20/2020 0 12.5' MINIMUM FA ATCRR WI ACMOR W'"'m MR FW" ROADWAY CROSSING 2'— VARIES �2'� ^125'MINIMUM RADIUS ,/—AC. PAVEMENTEI OTRENCH PATHWAY (TYP.) PLAN VIEW ROAOWAV WRNAWO WT0.G S OnNW $IW EOP TOTK R TATEM RENSTATB T CSR r 1RE11LN OEPIH .yKR� 1r WN REWSTAIENENT WTER4L{T= REfIiiAT91FHT WTFRNL LlF � EOONAIENT 1r W% pp gOyNAt ENT I I 1'S WA COVEF I f�ft•-rsArro COVER t7s(n'vl-rlWttl+l SECTION VIEW A -A SECTION VIEW BB R �m I er 1 are ] IAROtFD RELEASE M nAt/90M r- ROADWAY J I I CROSSING STD DWG Network NOT TO SCALE STANDARD CHAMBER/INLET PROTECTION KA74M: • 24' X 36' X 24• (Open floor) I.r> WI a:nnrsns mba.W • CHAMBER - SHIEW X COVER- Trer 22 lned Reed (AHSI/SCTE 77:2013) • (2) Cover locking Auger bob, Hoa (9/16•) or Perla (7/8') head with washer • (2) Non-Selxing Fastening System, FWId Replaceable '(4) Embedded Composite Rack Support • (2) Lifting slot tVulpped with stainless steel pin Islet is approximately2 WxV • (2) Winterized Cable Drop slide I2 X' X 1 X') •(1) Wgo Disk WEIGHT & SHIPPING: • Coeer Weight 47 Ris • Boa Weight: 55 Its • Assembly Weight :202 lbs • ANSI/SCTE 77: 2013 . TIER 22 Rated (33,750 Ibs) • A539% -class C • EN 124 Cass 8125 •ASTM C3028O7&A 586(51ip Resistance) • 20,000 Hour Xenon -Arc Exposure (No fiber -bloom) • ARM D63546 (flammability) Covered lift Pin Inside Dimensions Length Width Depth 34 X' 22 V 21' 18731 (578 (5331 tad Pattern led Racking ch side) Exccss mraw7eaNE mslE pRnvn m.volenossm 2Q w000sst SiaNE fI'tPl INLET PROTECTION NO leyeos rt Icuss 11 STANDARD ' '"'°"' "R""�` "" """�'° A CHAMBER/WLET STD DWG Networks PROTECTION NOT TO SCALE! 11/11'2020 TYPICAL AGGREGATION SHELTER 30' 8 . a CONCRETt FOUNOATMISLAB • a- • \i ii ii i • � I ¢ ii/\ii /\ w ;\;; 10' X 20' SHELTER W_ \ 1 HVAC HVAC D PLAN VIEW �79 8'--7 —a 0 riff WALL A CONCRETE FOUNDATIOWSLM IIALL D AGGREGATE WALL PANEL - ALL SIDES (TVPrll i .) — a C WALL "C" WALL "D" t MIIDIED IEIf/SE M IIAI/!® TYPICAL (` AGGREGATION STD DWG �7 SHELTER 11/11/2020 O Networks NOT TO SCALE TYPICAL AGGREGATION SHELTER *=Z=-jICCESS ROADNRISDKTION) O c GaNGRETE 1 PATHWAY a D. 1 s� 1 HVAC 10'X 20' ,. AGGREGATION 1 SHELTER �FENCENVALL CRUSHED ROCK SURFAC NG OR GRASS 11 CRUSHED ROCK SURFAC NG OR GRASS 1 ............ ............. ............. ............. ............. ............. ............ ,7A SLAB DIESEL GENERATOR a CONCRETE FOUN(iATIOWSLAB XFRM jHFRAME FOR POWER 1Y SITE LAYOUT Ko N.1eaa IW wre i RNIFD NIFIFA9E M 11/11/20A TYPICAL AGGREGATION STD DWG SHELTER „i„izD2D Networks NOT TO SCALE Q TYPICAL CABINET DETAILS SIDEWALK, WIDTH VARIES BY LOCATION PRECAST CONCRETE PAD 48X72' NOKIA ALP-248 30'x48'x38' � ELECTRONICS CABINET .48.x. , [ CHAMBER N CHAMBER I I I I I I BOC- FOC -/ EOPJ 9'-6" 9'-6" MINIMUM MINIMUMIT i NNO1Ep IFLFASE M 11/11/mm TYPICAL CABINET rr-q DETAILS STD DWG Nc-tWoi-k,- NOT TO SCALE 11/11/2020 0 „• ,P I ILII .�..,o�.., TOP VIEW BASE VIEW I � � SIDE VIEW �� � PANEL VIEW TYPICAL CABINET DETAILS MpiJTR3G1 BfIRY NOTE .MMlIHiFDFIRAi1LN PDJMI FRJY RR Cf GMIHN TNF�IICQOFA CfpWBBi NM ALP1.B ELECTRONICS CABINET PRECAST CONCRETE PM.B'kTl 6' CONWrt SCH. BB HDPE (E) GNADE POWER FEED CONWR(TVP.I )E) GRADE TO MCRO-TRENCH TO YICRO-TRENCH WCRO-TRENCH E y �" T MICRPTRENCII ENIRv C.Bm GHAMBEJi 901iMsm UN WNDibWFR IN CHAMBER CONWC TO PO Wff, POWet COLOUR FOR POWER MOF CONNECTION TO fE VERIFIED VIITH IRIIRY CO. ELEVATION VIEW Nn �T+saa m DAn 3 .1PFXDhD RIEnE M N/11/AN n TYPICAL CABINET STD DWG P�rill DETAILS Networks NOT TO SCALE " E"2zozD Q CABINET & AGGREGATION SHELTER FEATURES • 30' X 48' X 36" (open floor) lanai mmemlms on maa.xl • FIMI CBFR — SHIELD X Split COVER -Tier 22 Load Rated (ANSI/SM 77: 2013) • (4) Cover locking Auger bolls, Hex (9/16') or Penta (7/8") head wkh washer • (4) Non-Selzing Fastening System, Field Replaceable • (4) Embedded Composite Rack Support • (1) Lifting slot equipped with stainless steel pin (slot is approximately 2 %'x%') • (4) Winterized Cable Drop slide (1 X" X 1 X') • (1) Galvanized Center Beam • (2) Logo Disk WEIGHT 6 SHIPPING: • Cover Weight: 50 lbs (Per Haln • Box Weight: IN Ills • Assembly Weight: 229 His • ANSI/SCFE 77: 2013 - TIER 22 Rated (33,750 lbs) • A53996— Gass C • EN324 Class 8125 • ASTM C1028-07 6 AS4586 (Slip Resistance) • 10,000 Hour Xenon -Arc Exposure (No fiber -bloom) • ASTM D63S-06 (Flammability) Logo 3 3/ CHAT Covered 1M FM 51 r X � � IrLslde DlrlLetlslalls length Width Depth 46 A" 28%- 32%- 2%"[1180] [11801 [730] [832] R I revisions � j�g 2 Nxslefp yE/$E RA n/II/M CABINET L 1 AGGREGATION STD DWG SHELTER Networks NOT TO SCALE "ill/zozD Q zed Paltem A Racking 1 side) FAB DETAILS Hardscape Lateral Typical With FAB Installed At ROW Obstruction later) euw Imubtkn un enbr b Innaw q <unlry• mkm vmcn horn a0we,+[ Me {uRer pM [urE { SJemalY { [ok juM,> horlryham Ne Jren 4nmAtlr[ {rMn pM. uA e sWeWds. A zrt ccem ww J tb Nat n wW twerp WPanw tae 6kn a[tt[arlma waw kr r[. of ww Mnewl M semr inwae. Tlb core [vt Wou W Jlw tb tum 4 Inwaw r.aq [Mn mkkmm Mmiebnrwe trre wwM mairrWntbintgriry aM aSplefkbiN tb Jtlerai ruitMP tb mN to npW �4Y .1 0k SKtlpnt FN(Flbla¢Yl bal YR` c"tr,mettem ere.++ eA"elamrtn pNeJ.I-reW to (Pb. A<W eoel Wim eum nPual aN Se[urN witn w hM IdtN x[r[ [m.. Urmmwtlel le fselbu< Iln 1: O I m l Hardscape Lateral Typical With FAB Installed At Back Of Curb & Conduit Installed To ROW Obstruction laur.l erPt i[k[YIWhm<anM4.4Im[JW q _. avllYi{anarrvmmiw beam hamaewe. arw the IN IIAtImeOue pMMlw<wC{aJerrJhiwk Puff.>borirplrom i __ IM J.aw axwatll tbry[Mean.[urb.An [wn rttb b[t W[uN IO'enM MllJbm tN Illb[ mM Ju"411[ul aJ CuA IMrM � ROW Aaeu eaymb buw Wrrrorem rwrualM [OM `..•tea MuaukJ VMF[wn " f rmb lwah. Temem WPOMIa Jn rMmwWb lab mNemNt blw tb [mvetr bd.aSmW o i bN wex I >Ne m[ Pow I ' I I ` MN WrW0" WbNMPN4 -_-- Swbw -1 bm1. GMailNb relren mneule w. mea euwmm.IPormtl.ern eb — — I I r prelmrN mNuil. ihl[Jrt m.e,mbresr..ame - _ wm.ne [un.ak lYkapF.9-d --E .. melhoe WauW alk. ma fAe ane [emmmb �_-_-- - -- 2' kwxN nrq mkn rmJmwn.Neuumtm ara - I S�, wuW maknktb ortgrk/aM nphetk boPWMe 6"eiameta mn erllP Wep I akerJY VItbN MereeE to replo Mekmrweh ,Wwuma,nroM. w� 1."4F, YmMn pablWn ltueTAxte eal coheir mw+ve in l' I C=� tw macros[ mM Ju"411[ul aJ CuA IMrM � vexN �howiwtlkaN Mkn Trtner [OM `..•tea MuaukJ VMF[wn a L tw macros[ I � � [ieeWWn [okpmor I s vm tnlnt 4kW I tg rmvett bss I W lab Ai I o i bN wex I >Ne m[ Pow I ' I I ` rwne.[nlmc��ler.. .+ FAB AT BOC 14 I 4 9M I r IpAR 2 MNl1EG eFIfAY Ila Il/11/MA 1A FAB DI TAIIS STD DWG Networks, NOT TO SCALE /zozo Q Attachment D SCCA Letter of Concern SCCA Jonathan Gauthier, President, Salsbury Engineering John Gasparo, Vice President, Security Paving Kurt Kroner, SecretatylTreasvrer, Kroner Environmental Services Steve Ward, fnunediate Pus( President, Pavement Recycling Systems ��,� �, Brad Kimball, Executive Vice President, Southern California Contractors Association September 26, 2022 The Honorable Margaret Clark Councilmember City of Rosemead 8838 East Valley Blvd. Rosemead, CA 91770 Regarding SCCA Concerns with Fiber Optic Installation Using Microtrenching Dear Councilmember Clark: The Southern California Contractors Association (SCCA) appreciates the opportunity to comment on the FiberCity proposal to install fiber optic lines in the City of Rosemead. SCCA is deeply concerned with the long- term infrastructure costs and the additional complexity associated with installing fiber optic lines at a depth shallower than allowed by California Public Utility Commission General Order (GO) 1281. By way of background, SCCA is a trade association of engineering contractors based out of Southern California but construct infrastructure projects across the state and region. SCCA has approximately 300 members and they conduct a wide range of public infrastructure projects including highway and roadway rehabilitation. SCCA's members complete approximately 12 million personnel hours of public works construction every year. SCCA has reviewed a City of Rosemead document titled "Item 6.1 - Discussion on FiberCity' and provide the following points for your consideration. • Existing Utility Depth Rules. PUC General Order 128 requires telecommunication fiber optic lines to be buried with a certain amount of cover' when the line is under thoroughfares such as streets and roads. The FiberCity proposal suggests the fiber optic lines will have eight inches of cover. • 2021 Legislative Authorization. The California Legislature passed and Governor Newsom enacted SB 378 from 2021 to authorize the shallow installation of fiber optic lines. Government Code Section — 65964.5(b)(2), as added by SB 378, requires "mutual agreement" with local agencies prior to the lines being installed at a depth of less than 12 inches. SCCA opposed SB 378. After the bill was signed into law, SCCA committed to educating local agencies about the consequences of shallow fiber optic line installation. FiberCity Depth is the Problem. Shallow depth utility installation in roadways or highways will increase the costs to rehabilitate them in future years. PUC GO 128 not only protects utilities from damage by ensuring proper cover, it creates an environment where utilities are clear from any roadway rehabilitation work. That work might include anything from pothole repairs to full roadway 1 GO 128 can be viewed online at this address: httos://docs.couc.ca.gov/PUBLISHED/GENERAL ORDER/52591.htm I Cover in this area of public policy refers to the material between the top of an underground utility line and the top of the surface, In this case the top of the street. 600 City Parkway West, Suite 165 • Orange, CA 92868 • www scoweb.org • Office: 657.223.0800 • Pax 657.223.0801 September 26, 2022 Councilmember Margaret Clark Page 2 reconstruction. Regardless of the roadway project type, GO 128 ensures utilities are clear from conflict with future construction work. Milling machines that remove asphalt or pulverizer equipment used in roadway reconstruction will undoubtedly damage fiber optic lines installed at depths less than GO 128 cover requirements, including fiber optic lines proposed in the FiberCity proposal. Must Disconnect. Remove and Replace FiberCity Line For Roadway Repairs. Should the City of Rosemead approve the installation of fiber optic lines underneath the thoroughfare at a depth shallower than required by GO 128, SCCA suggests the City consider redundancy in the network and plan for it prior to placement. The City must identify the sections of pavement for network connectivity and plan that all fiber optic lines in that area will ultimately be disabled, removed and replaced at a GO 128 compliant depth when City roadways are reconstructed or, in some instances, repaired. Removing and replacing those fiber optic lines will undoubtedly increase roadway construction costs. • FiberCity Should Bear Costs to Disconnect. Replace and Remove Lines, Not Rosemead — Should the City of Rosemead approve the installation of fiber optic lines underneath a thoroughfare at a depth shallower than required by GO 128, the permit or other binding document should also clearly identify that it is FiberCity's responsibility to disconnect, remove and replace their fiber lines at a depth compliant with GO 128 in the event the thoroughfare must be reconstructed. Difficulty Accessing Other Utilities Beneath FiberCity Lines. Should the FiberCity proposal be approved, the City should acknowledge the presence of other utilities at a deeper depth. Those utility lines could Include gas lines, electrical lines, telecommunication, water and other potentially dangerous infrastructure. Accessing those other utility lines are more difficult with highly sensitive fiber optic lines above them. GO 128 ensures all communication lines are at the same depth and, more generally, that all different types of utility infrastructure are buried at a uniform depth. Existing PUC Order Should Be Followed. Considering the increases in roadway construction due to shallow utility installations and the added complexity to access other utility infrastructure below the FiberCity fiber optic lines, SCCA strongly asserts that the City follow PUC GO 128 for all permitted utility installations. We certainly appreciate the City of Rosemead's intent to expedite the deliveryof high-speed internet into its community. However, some shortcuts are simply not worth the added long-term costs. We believe that the FiberCity proposal is one such example unless its fiberoptic lines are buried at a depth consistent with GO 128. Thank you for your consideration of SCCA's concerns. You may contact SCCA's Government Affairs Manager, Clayton Miller, at (909) 815- 3780 or claytonmiller2011@gmail.com if you would like to discuss this matter further. Cordially, Cla*Miller SCCA Government Affairs Manager Cc: Mr. Ben Kim, City of Rosemeand, City Manager Mr. Michael Chung, City of Rosemead, Public Works Director Attachment E SiFi's Responses to SCCA's Letter of Concern Jonathan Gauthier, President, Salsbury Engineering John S /� G cretar, Vice President, Security Paving Kurt Kroner, Secretary/Treasurer, Kroner Environmental Services Steve Ward, Immediate Past President, Pavement Recycling Systems sa-nrra�Cuuduuu Gxrn.rrae;��, Brad Kimball, Executive Vice President, Southern California Contractors Association September 26, 2022 The Honorable Margaret Clark Councilmember City of Rosemead 8838 East Valley Blvd. Rosemead, CA 91770 Regarding SCCA Concerns with Fiber Optic Installation Using Microtrenching Dear Councilmember Clark: The Southern California Contractors Association (SCCA) appreciates the opportunity to comment on the FiberCity proposal to install fiber optic lines in the City of Rosemead. SCCA is deeply concerned with the long- term infrastructure costs and the additional complexity associated with installing fiber optic lines at a depth shallower than allowed by California Public Utility Commission General Order (GO) 1281 . By way of background, SCCA is a trade association of engineering contractors based out of Southern California but construct infrastructure projects across the state and region. SCCA has approximately 300 members and they conduct awide range of public infrastructure projects including highway and roadway rehabilitation. SCCA's members complete approximately 12 million personnel hours of public works construction every year. SCCA has reviewed a City of Rosemead document titled "Item 6.1- Discussion on FiberCity" and provide the following points for your consideration. • Existino Utility Deoth Rules. PUC General Order 128 requires telecommunication fiber optic lines to be buried with a certain amount of covert when the line is under thoroughfares such as streets and roads. The FiberCity proposal suggests the fiber optic lines will have eight inches of cover. ➢ SiFi Networks is a private developer and not a utility company and is therefore not registered with the California Public Utilities Commission (CPUC). SiFi Networks do not install our FiberCity® projects instead, SiFi Networks appoint industry leading engineering firms to manage and construct such projects on SiFi Networks' behalf. One example of such a FiberCity® partner is ARCADIS; ARCADIS is the primary FiberCity® project manager and quality assurance partner and one of the worlds leading firms who deliver sustainable design and engineering services through the employment of over 6,000 people across 150 offices in the U.S; 33,000 people across 70 countries. ➢ Importantly, SiFi has been successfully building and maintaining networks in California in sync with city Department of Public Works for several years, including small, medium and large capital improvement projects. In September 2022 the City of Placentia, CA, won a Helen Putnam Award of Excellence as a result of the FiberCity® project within their city. • 9WILenislatove A uthori ation. The California legislature passed and Governor Newsom enacted SB 378 from GO 128 can be viewed online at this address: hh^s,t/docs.cnw•.ca aov/PUBLISHED/GENERAL ORDERi52591.htm 2 Cover in thisarea of public policy refers to the material between thetop of an underground utility line and the top of the surface, in this case the top of the street September 26, 2022 Councilmember Margaret Clark Page 12 2021 to authorize the shallow installation of fiber optic lines. Government Code Section 65964.S(b)(2), as added by SB 378, requires "mutual agreement' with local agencies prior to the lines being installed at a depth of less than 12 inches. SCCA opposed SB 378. After the bill was signed into law, SCCA committed to educating local agencies about the consequences of shallow fiber optic line installation. ➢ SiFi Networks respect SCCA's stance but steadfastly support the microtrenching methodology in accordance with the California legislature and welcome working with municipalities. It's worth noting that SiFi was deploying microtrenching successfully in Southern California even before the California legislature passed SB 378. So, SB 378 was passed with sufficient evidence of successful deployments in California and other states. FiberCity Depth is the Problem. Shallow depth utility installation in roadways or highways will increase the costs to rehabilitate them in future years. PUC GO 128 not only protects utilities from damage by ensuring proper cover, it creates an environment where utilities are Gear from any roadway rehabilitation work. That work might include anything from pothole repairs to full roadway reconstruction. Regardless of the roadway project type, GO 128 ensures utilities are clearfrom conflict with future construction work. Milling machines that remove asphalt or pulverizer equipment used in roadway reconstruction will undoubtedly damage fiber optic lines installed at depths less than GO 128 cover requirements, including fiber optic lines proposed in the FiberCity proposal. ➢ The majority of roadway rehabilitation is conducted using sealants or milling and paving. Each city varies the milling depth of their roadway but this is usually within a range of 2 - 4 inches, and the vast amount of road rehabilitation will not come into conflict with our FiberCi" fiber optic duct. Furthermore, a FiberCity® infrastructure topology is designed so ensure fiber optic duct within the public rights-of-way has multiple paths of redundancy and diversity to avoid network failures if damaged during construction activities. Finally, the existing agreement includes language provisions that ensure there is no liability to the city should the FiberCity® fiber optic duct be damaged during a roadway construction project when SiFi Networks chose to not relocate the FiberCity* fiber optic duct. Must Disconnect. Remove and Renlace FiberCity Line For Roadway Repairs. Should the City of Rosemead approve the installation of fiber optic lines underneath the thoroughfare at a depth shallower than required by GO 128, SCCA suggests the City consider redundancy in the network and plan for it prior to placement. The City must identify the sections of pavement for network connectivity and plan that all fiber optic lines in that area will ultimately be disabled, removed and replaced at a GO 128 compliant depth when City roadways are reconstructed or, in some instances, repaired. Removing and replacing those fiber optic lines will undoubtedly increase roadway construction costs. Per the above point, a FiberCity® network is built as a mesh -system to avoid outages and is not required to be disabled, removed, or installed at a lower depth to accommodate roadway reconstruction. However, where there are benefits that merit lowering the fiber optic line during a roadway construction project then SiFi Networks, not the city, borne the cost to relocate any sections of the fiber optic line per the language within the existing agreement. F6berCity Should Bear Coststo Disconnect Replace and Remove Lines Not Rosemead - Should the City of Rosemead approve the installation of fiber optic lines underneath a thoroughfare at a depth shallower than required by GO 128, the permit or other binding document should also clearly identify that it is FiberCity'sresponsibility to disconnect, remove and replace their fiber linesat a depth compliant with GO 128 in the event the thoroughfare must be reconstructed. 600 City Parkway West, Suite 165 • Orange, CA 92868 • www.sccaweb.ori • Office: 657.223.0800 • Fax 657.223.0801 September 26, 2022 Councilmember Margaret Clark Page 13 ➢ Agreement language already states this is the responsibility of SiFi Networks. • Difficulty Accessing Other Utilities Beneath FiberCity Lines. Should the FiberCity, proposal be approved, the City should acknowledge the presence of other utilities at a deeper depth. Those utility lines could include gas lines, electrical lines, telecommunication, water and other potentially dangerous infrastructure. Accessing those other utility lines are more difficult with highly sensitive fiber optic lines above them. GO 128 ensures all communication lines are at the same depth and, more generally, that all different types of utility infrastructure are buried at a uniform depth. ➢ FiberCity® construction crews use ground penetration radar (GPR) technology, potholing, and other industry techniques to identify existing utilities that may be present within the to -be - installed running line of the FiberCity® fiber optic duct. The FiberCitya fiber optic duct is placed within the existing seam where the concrete gutter meets the pavement as this is the most protected location. All construction crews must follow standard DigSafe practices when excavating within the public right-of-way. • Fxistinq PUG Order Should Be Followed. Considering the increases in roadway construction due to shallow utility installations and the added complexity to accessother utility infrastructure below the FiberCity fiber optic lines. SCCA strongly asserts thatthe City follow PUC GO 128 for all permitted utility installations. As discussed, SCCA's assertion would not comply with SB 378 and result in there being no viable FiberCity® project for the City of Rosemead. We certainly appreciate the City of Rosemead's intent to expedite the delivery of high-speed internet into its community. However, some shortcuts are simply not worth the added long-term costs. We believe that the FiberCity proposal is one such example unless its fiberoptic linesare buried at a depth consistent with GO 128. ➢ Microtrenching, which continues to be adopted by many cities across the country, is an efficient technique used to deploy fiber optic duct in a risk mitigated manner to avoid collision with existing underground utilities. Such utility space has become highly congested due to the increase in utility construction to support growing public demand and population increase. Furthermore, SiFi Networks is deploying an "open access network' that allows thousands of service providers to access the network to provide a range of services to end user subscribers, which is in line with a dig once policy, meaning no other telecommunications companies will need to construct infrastructure in the future. ➢ Since 2019, 33 cities across 9 states have approved the FiberCity® microtrenching standards, 22 of which are in California, that will allow SiFi Networks to 100% privately fund and build nearly 100 million linear feet of FiberCity® construction within the public right-of-way that will pass over 1.8 million premises without using any taxpayer dollars towards construction of the FiberCity® infrastructure. Thank you for your consideration of SCCA's concerns. You may contact SCCA's Government Affairs Manager, Clayton Miller, at (909) 815- 3780 or clavtonmiller20I1CrDamail.com if you would like to discuss this matter further. Cordially, SCCA Government Affairs Manager Cc: Mr. Ben Kim, City of Rosemeand, City Manager Mr. Michael Chung, City of Rosemead, Public Works Director 600 City Parkway West, Suite 165 • Orange, CA 92868 • www.sccaweb.ori • Office: 657.223.0800 • Fax 657.223.0801 ROSEMEAD CITY COUNCIL STAFF REPORT TO: THE HONORABLE MAYOR AND CITY COUNCIL FROM: BEN KIM, CITY MANAGER DATE: OCTOBER 25, 2022 SUBJECT: RENAMING OF PUBLIC SAFETY CENTER DISCUSSION SUMMARY This item is presented to the City Council at the request of Mayor Pro Tem Ly. He would like to resume discussion on renaming the Public Safety Center to the Tim Murakami Public Safety Center. BACKGROUND At the May 26, 2020, City Council meeting, then Council Member Ly proposed to the City Council renaming the Public Safety Center to the Tim Murakami Public Safety Center. At this meeting, the City Council approved Administrative Policy 50-09 — Establishing Policy with Procedures for Naming and Remaining of City Facilities. During the discussion of renaming the Public Safety Center, a motion was made to activate Administrative Policy 50-09 and create a sub -committee, per Section I, comprised of then Mayor Pro Tem Low, Council Member Ly, and former City Manager Molleda. Since the approval of Administrative Policy 50-09 and the creation of the sub -committee, no further action has been taken or brought back to the City Council for consideration. Mayor Pro Tem Ly is requesting to resume discussion on renaming of the Public Safety Center. STAFF RECOMMENDATION That the City Council discuss and provide further direction to City staff. STRATEGIC PLAN IMPACT - None FISCAL IMPACT - None PUBLIC NOTICE PROCESS This item has been noticed through the regular agenda notification process. AGENDA ITEM 6.A City Council Meeting October 25, 2022 Page 2 of 2 Submitted by: FA�-- - Ericka Hernandez City Clerk Attachment A: Administrative Policy 50-09 Attachment B: Excerpt of City Council Meeting Minutes Dated May 26, 2020