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2400 - Sifi Networks Rosemead LLC - Fiber Optic Network System - CitywideLICENSE AGREEMENT This License Agreement (the "Agreement") is made this 0 day of January 2023 ("Effective Date"), by and between the City of Rosemead ("City") California, municipal corporation and SiFi Networks Rosemead LLC, a Delaware limited liability company ("SM") (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 FOCUSIm 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. An accessory dwelling unit shall be considered a separate Home for the purposes of this Agreement. "License Area" means the specific portions of the Public Way for the location of the System pursuant to this Agreement. "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 Exhibit A. "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, 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. Page 2 of 31 "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 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 of SiFi to connect Primary Premises within the Boundary, provided however that if the Premises is located in a census tract, neighborhood, or area of City that qualifies as, or is deemed to be, disadvantaged under California Public Resources Code section 39711(a)(2) then the incremental material cost to connect such Premises must be at least fifty percent (50%) higher than the average cost of SiFi to connect 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, freeway, 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. Page 3 of 31 "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). "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 SiFi Granted a License to Public Way. This Agreement sets forth the terms and conditions upon which SiFi is hereby granted a license to enter and occupy the Public Way to install, maintain, and operate the System in the License Area. 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, subject to City approval, 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. Notwithstanding the foregoing, the City shall have final approval authority, in any case not in conflict with Exhibit A, regarding engineering design and location including depth, width, and height of all equipment as part of the review, approval, and issuance of the applicable permit. 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 Page 4 of 31 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 within City's Public Way is non-exclusive, but that upon issuance of the applicable permit by City, City will not require SiFi to collocate the components of another non-SiFi owned fiber optic network system within SiFi's System (for example within a SiFi Cabinet, Chamber, Microtrench, or Shelter), 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. 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 that is above -ground. All underground parts of the System shall be deemed abandoned by SiFi upon the expiration or termination of this Agreement. Any part of the System abandoned by SiFi as described in this agreement shall become the property of the City. SiFi will be deemed to have abandoned the System unless it provides written notice to the City within ninety (90) days following the expiration or termination of this Agreement of its intent to remove the above ground portion of System from the Public Way. If such notice of intent to remove is given, SiFi must obtain appropriate permits from the City for the removal of the above ground portions of the System. All work to remove the above ground portion of the System from the Public Way must be completed within twelve (12) months of the expiration or termination of this Agreement, unless the City agrees to an extension of time, which shall not be unreasonably withheld, and any portion of the System remaining in the Public Way thereafter shall be deemed abandoned. If SiFi fails to remove the above -ground portion of the System if required hereunder, the City may remove and dispose of the abandoned above -ground portion of the System and Licensee shall reimburse City for the reasonable costs actually incurred for such removal and restoration of the Public Way. 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 Page 5 of 31 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, with City council's approval, which shall not be unreasonably withheld, delayed or conditioned, so long as SiFi remains in material compliance with this Agreement as reasonably determined by City, 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 Efficient Permitting Process and Related Compensation. 2.3.1 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. The City agrees to provide efficient and diligent good faith review of all applications for permits by SiFi and/or its contractors in connection with this Agreement in accordance with the process and timeframes outlined below, which timelines shall only become effective after the earlier of (i) SiFi's submittal of first permit, or (ii) the date when City has retained or designated the SPOC as provided in Section 2. 3.2 below. (i) The City shall within three (3) 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 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 2.5.1. (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 Page 6 of 31 provide written notification of initial review and provide in writing to SiFi and/or its contractors a detailed explanation of any additional information needed for the City to complete its review process. In the event no additional information is needed, the City shall so notify SiFi and/or its contractors in writing. (iv) The City shall within twenty-one (21) 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 final approval and issue any necessary approval or permits to SiFi and/or its contractors. 2.3.2 After final execution of the License Agreement, the City will retain a Project Manager for the SiFi Project within the City's Public Works Division. The Project Manager will be responsible for resolving issues, finalizing construction details and requirements, development of a seamless and predictable process to facilitate and expedite the plan review, permitting, and construction of the System. The Project Manager will also act as the liaison for effective communications with SiFi and its contractors, City decision -makers, the City Council, and the Rosemead community at the submission of the first permit application, the City will subsequently retain or designate a single point of contact ("SPOC") within the City's Public Works Division one (1) month before Commencement of Construction and such Project Manager and the SPOC will be retained until SiFi notifies the City that Substantial Completion has been achieved. The SPOC will be responsible for plan review, permitting, and inspections, including communications with the SiFi construction team and contractors. 2.3.3 Reimbursement for the Project Manager and SPOC will begin after each respective hiring as described in Section 2.3.2 above. The SPDC will be a full-time position as described in Section 2.3.2 and dedicated to the SiFi project during the permitting and construction phases of the System to ensure project processing timelines identified in Section 2.3.1 are met. 2.3.4 SiFi shall reimburse City for all costs and expenses incurred by the City related to this Agreement commencing on the Effective Date, including but not limited to staff time and consultant costs, associated with the hiring of the Project Manager (commencing on the Effective Date) and of the SPOC (commencing one month before the date of Construction). As of the Effective Date, City estimates the annual fair market compensation for the SPOC is $175,000. The actual annual compensation for the Project Manager shall not exceed $175,000, unless mutually agreed by the Parties in advance and in writing prior to being incurred by the City. The City will invoice SiFi monthly for all costs incurred by the City including the applicable actual SPOC and Project Manager related costs as described above, and SiFi agrees to pay such invoices within thirty (3 0) days of receipt. The Parties agree that the SPOC and the Project Manager annual costs specified in this section 2.3.4 as of the Effective Date will be thereafter adjusted on each subsequent annual anniversary from the first date each is paid, respectively, for as long as applicable Page 7 of 31 hereunder at the rate of increase in the Consumer Price Index — All Urban Consumers (CPI -U) issued by the U.S. Bureau of Labor Statistics in December of the previous year. 2.3.5 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. Provided that 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. 2.4 Invoices and Payments— Monthly Reimbursable Amounts. After final execution of the License Agreement, 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 Section 2.3 above, plan check fees, encroachment permit fees, inspection fees, Project Manager and 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. 2.5 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. 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. 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 2.5 will survive expiration or termination of this Agreement. 2.6 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. SECTION 3 Page 8 of 31 3. The System. 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 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 based upon engineering design submitted, reviewed, and approved as part of the process to obtain required permits. The City will also work with SiFi to approve locations, approve designs and site improvement requirements for 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. All construction must be in compliance with the City's National Pollutant Discharge Elimination System (NPDES) Municipal Separate Storm Sewer System (MS4) permit. 3.2 Permits and General Obli¢ations. 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 2.3, 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 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 Construction of the System. 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 Page 9 of 31 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 "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. 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) the use of a ground penetration radar system as the primary method for identifying underground utilities prior to any Microtrenching (SiFi shall provide City with reports of all ground penetration radar scan results); (iv) aerial cables (shall not be permitted on existing aerial facilities and poles where City does not own the aerial facilities or poles); and/or (v) techniques ancillary to or related to the foregoing. The details and standards outlined in Exhibit A are approved as the primary techniques used in the construction of the System and can be included in the engineered improvement plans submitted for each permitted work zone. All typical standards and details must be prepared by the Engineer of Record and all improvement plans submitted to the City for its review must first be signed and sealed by the Engineer of Record. When SiFi chooses to use techniques outside of the typicals in Exhibit A, the SiFi will propose to City Engineer alternative techniques for the City Engineer's approval in his reasonable professional discretion. 4.1.2 Except for emergency repairs, City agrees SiFi's contractors working hours are Monday through Friday from 7:00 AM to 7:00 PM; provided that, work will be performed as specified below: 7AM - 8AM Toolbox talks / Prep / Move to site, etc. Page 10 of 31 8AM - 4PM Microtrenching / Handholes / Laterals, etc. 8AM - 6PM Reinstatement / Handholes / Laterals, etc. 6PM - 7PM Site clean-up, etc. 7PM off site. All material stockpiles, equipment and contractor equipment to be completely removed from the public right-of-way by 7 p.m. (i) Work on Saturdays may be allowed between the hours of 9 a.m. to 5 p.m. to perform punch list repairs and other clean-up activities only. After the first three occurrences by SiFi's contractor(s) of a failure to comply with the above work hours, the City will have the right to assess SiFi a two thousand five hundred dollars ($2,500) penalty on any day a violation of the stated work hours occurs. No work shall occur on Sunday and Federal holidays. SiFi's contractor(s) violate this provision more than 3 times in a single week the City may call a meeting with the executives from SiFi and its contractor to discuss and agree on a strategy to prevent future violations from occurring. 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. 4.1.3 SiFi will maintain and staff a toll-free telephone line and customer service primary answering point to answer questions and address concerns and complaints from the public during the course of construction of this project. 4.1.4 SiFi shall during the course of construction of this project, maintain a work crew dedicated to completing construction punch list work and repairs prepared by the City's Inspector from the previous day's work. 4.1.5 The installation of the System will be constructed so as to install all conduit with a separation barrier layer of sand, or other material as reasonably accepted and approved by the City Engineer based on his/her professional engineering judgement and according to industry standards and practices, to separate the conduit from the micro -trench solid fill material, as specified in the definition of Microtrenching which cover includes the separation barrier layer, except for instances where a different conduit location depth is required as described herein. 4.1.6 The installation of the System (and any relocated installations) will be constructed with a micro -trench fill material which is compatible with standard pavement reconstruction grinding machine operations to avoid damage to the microtrench installation during City grind and overlay street projects and Page 11 of 31 to minimize relocation of the SiFi facilities. Such micro -trench fill material will be approved for use by the City, unless the City Engineer provides evidence after additional actual use and experience and documentation that such micro -trench fill is not millable, displays failure points, creates any type of monolithic structure/chunking of surrounding material, other performance related issues, or other performance failure of such microtrench fill material. 4.2 Location of Ea uipment/Facilities. 4.2. t Facilities. Subject to sections 4.2.2 below, 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 Shelters (enclosed area of approximately one thousand (1,000) square feet per location for each Shelter) subject to a separate lease, easement or another suitable 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. 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. 5.3 Treatment of Trade Secret and Privileged Writings. All writings, as defined in the California Public Records Act (CPRA), provided to City by SiFi or Page 12 of 31 created by City, whether related to the subject of this Agreement, the System, or any license or permit issued by City or application therefor, shall be deemed to be disclosable under the California Public Records Act unless marked as "Confidential" or `Proprietary" or other restrictive marking ("Marked Writing") as exempt from disclosure by SiFi or City and the Marked Writing(s) qualify(ies) as exempt under the CPRA (e.g. Trade Secret or otherwise statutorily privileged writings). If City receives a request for public records that seeks or would otherwise require the disclosure of, any Marked Writing, then City shall, within two (2) business days of its receipt of the request, provide SiFi with a copy of the CPRA request and include a statement that City may be required to disclose Marked Writings. If SiFi objects to the disclosure of any Marked Writing, then it shall so state in a written communication back to City within two (2) business days. If SiFi fails to timely object or respond then City may, it its own discretion, disclose any Marked Writing and shall have no liability for such disclosure to 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. If SiFi timely objects to the disclosure of any Marked Writing, then it shall at the same time designate which specific provision(s) of the CPRA exempt the Marked Writing(s) from disclosure and City will assert same in its response to the request. In the event SiFi has objected to the disclosure of the Marked Writing(s), then it shall be SiFi's obligation to seek a protective order, injunction to take other action as it may deem necessary to prevent disclosure of the Marked Writing(s) and, except if such non -disclosure is allowed due to a protective court order or an injunction, SiFi shall indemnify, defend (with legal counsel reasonably acceptable to City) and hold harmless City, its officials, officers, employees, agents, contractors, and volunteers from any claim, action, suit, order, judgment, cost (including without limitation attorney's fees and expert witness fees), damage, injury, or liability arising from or in any way related to City's non -disclosure of the Marked Writing(s). The Parties agree to meet and confer and mutual cooperate in the implementation of this Section. City shall take reasonable measures to avoid inadvertent exposure of Marked Writings to public view at its facilities, but shall have no responsibility or liability for the willful misconduct or criminal act of any person related to such Marked Writings. SECTION 6 6. Insurance. SiFi shall procure and maintain from the date of start of Construction for the duration of the term of the Agreement, insurance as described in Section 6.1 below 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 Page 13 of 31 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 (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 $1,000,000 per occurrence or claim, and $2,000,000 policy 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. E. 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 $2,000,000 policy aggregate. If the services involve lead-based paint or asbestos identification/remediation, the Pollution Liability policy shall not contain lead-based paint or 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. F. Commercial Umbrella or Excess Liability Insurance. In an amount not less than Five Million Dollar ($5,000,000.00) limit per occurrence and in the policy aggregate in excess over all limits and coverages noted in paragraphs A, B and C above. 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. 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 Page 14 of 31 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 Sills 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 prompt 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. 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 Page 15 of 31 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, upon request, 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 that the Contractor and all subcontractors maintain insurance meeting all applicable to scope of their respective services requirements stated herein, and SiFi shall require, to the extent possible if required by the City, the Contractor and all the subcontractors to list City as 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 3804 13. I. 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 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 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. Page 16 of 31 (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 SPOC. (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. Sifi shall obtain an after the fact encroachment permit and pay any related permit and inspection fees and comply with all other standard encroachment permit conditions of approval for all emergency repair work within the Public Way. (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 2.3, 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) For emergency repair work performed (or caused to be performed) by the City, the City agrees to take reasonable actions to protect any conflicting SiFi facilities, such reasonable protective actions to be considered in light of the facts and circumstances creating the need for the emergency repair work. The City need only notify SiFi prior to emergency repair work in the event a conflict is identified, and only if time allows based on the nature of the emergency repair and consideration of public safety. If the City deems relocation is necessary due to Conflict (as defined below) and City further deems that there is time to allow for such relocation, SiFi shall be notified of the requirement to relocate and it shall be SiFi's full responsibility to pay for and perform the relocation in a timely manner as required by the City. If SiFi fails to relocate, the City and its contractor will not be held liable in any way for damage to SiFi s facilities. If feasible, and there is sufficient time in light of the nature of the emergency, as determined by the City Engineer, City will cooperate with SiFi to relocate the impacted facility in order to minimize damage. If, due to the emergency, there is insufficient time to notify SiFi of a conflict with the emergency repair, under Page 17 of 31 no circumstances shall the City or its contractor be responsible or liable for any claim of damage to SiFi's facilities during emergency operations and/or for any claims related to such damage, including interruption of service delivery or any other consequential damages. (vii) City agrees that SiFi shall have the right to construct and maintain the System on recently resurfaced public streets. (viii) City hereby agrees that access to and from the FAB and/or or Toby Box to extend the Drop to a Premise does not require permits from the City. 7.2 Oblisations 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 and use commercially reasonable efforts to complete construction of the System by the Construction Completion Deadline, except as it may be extended pursuant to Section 4.1. (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 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 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 Page 18 of 31 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 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 Page 19 of 31 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. 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"). The reasonable failure to promptly provide such notice, however, shall not act as a waiver of any rights and remedies of City hereunder unless and only to the extent that SiFi is materially prejudiced by such failure. 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 20 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) 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) 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; or (c) 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. 8.2 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 Respond. The City shall have (30) days from its receipt of a SiFi Breach Notice (the "Initial 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" and together with the Initial City Cure Period, the "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. Unless such termination is due to the City's failure to comply with the Agreement, SiFi shall reimburse City for all costs Page 22 of 31 and expenses for which it is liable under Section 2.3.2 of this Agreement incurred by City up to and including the effective date of the termination. 8.3.2 A Party shall have the right, at its option, upon notice to the other Parry 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 the City's gross negligence or willful misconduct. 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 gross negligence or willful misconduct of the City, its officers, agents, and/or employees. Notwithstanding the foregoing, the City shall not be liable for the defense or indemnification of the SiFi Indemnitees for claims, actions, complaints or suits arising out of the sole active negligence or willful misconduct of the SiFi Indemnitees. 8.4.2 SiFi shall defend (with legal counsel reasonably acceptable to City, such acceptance not be unreasonably withheld, delayed, or conditioned), indemnify and hold the City, its officials, officers, employees, volunteers and agents ("City Indemnitees") 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 subcontractors arising out of or in connection with the performance of 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, Page 23 of 31 employees, agents or volunteers. SiFi shall pay and satisfy any judgment, award or 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. SiFi's obligation under this Section 8.4.2 includes, but is not limited to, the obligation to defend, indemnify, and hold harmless City Indemnitees from all loss, cost, and expense related to actions by State or federal regulatory agencies having officially determined that SiFi's operations are in violation of applicable State or federal laws. 8.5 Limitation of Liability. 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. The aggregate liability under this Agreement for each Party individually shall be limited to the higher of five million dollars ($5,000,000) 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 For 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 which cannot be settled through negotiation, the Parties agree first to try in good faith to settle the matter by mediation in the County where City is located, prior to commencing litigation. 9.2 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. Page 24 of 31 SECTION 10 10. 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. This Agreement may not be assigned by SiFi without the express written consent of City, which consent will not be unreasonably withheld, conditioned, or delayed. The transfer of the rights and obligations of SiFi to a parent, subsidiary, or other affiliate of SiFi, or to any successor -in -interest or entity acquiring fifty-one percent (51%) or more of SiFi's stock or assets will be deemed an assignment for the purposes of this Agreement and will require the City's consent, which consent will not be unreasonably withheld, conditioned, or delayed. Moreover, with respect to any requested assignment, SiFi must reasonably demonstrate to the City compliance with the following criteria: (i) the proposed assignee or transferee will have a financial strength after the proposed transfer at least equal to that of SiFi immediately prior to the transfer; (ii) the proposed transferee assumes all of SiFi's obligations under this Agreement; and (iii) the experience and technical qualifications of the proposed transferee in providing telecommunications or similar services evidences the ability to operate the System. 10.2 Force Majeure. 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, tornado, 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. 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, Page 25 of 31 Rosemead, CA 91770 Attn: Michael Chung Email: mchung@cityofrosemead.org With a courtesy copy to: City of Rosemead ATTN: Ben Kim 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 terns 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 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 Governing 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. Page 26 of 31 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 intemet, 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 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) and (c) the execution and delivery of this Agreement by the 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, Page 27 of 31 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 SIFI TO CITY UNDER THIS AGREEMENT, SIN 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 parry 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. 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 Page 28 of 31 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 Party 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 Party 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 IK_�' Dated: � (0 , 2023 By: Ben Ki rty Manager ATTEST: Ericka Hernandez, ity Clerk A-PPWID AS F RM: Rachel Richman, City Attorney SIFI NETWORKS ROSEMEAD LLC, a Delaware limited liability company Dated: l 2 2023 By:y r2 1 Its: Al crtkae aED S 1g1j(�ev Page 30 of 31 EXHIBIT A SPECIFICATIONS, SHELTERS, CABINETS Page 31 of 31 EXHIBIT SPECIFICATIONS —SHELTERS —CABINETS FIBER CITY TYPICAL SPECIFICATIONS 4/5/2022 pip =.ate Network.s. PAGE# 1 Table Of Contents Page Title Pa e Cover 1 Index 2 0 Roadway with a Curb Return 3 Q Roadway W/ Curb & Gutter Variant A 4 Q Roadway W/ Curb & Gutter Variant B 5 Q Roadway W/ Curb & Gutter Variant C 6 Roadway Crossing 7 Asphalt Road Crossing From Back Of Curb 8 © Concrete Road Crossing From Back Of Curb 9 Q Micro Trench/Traffic Loop 10 Q 24x36x36 Standard Chamber/Inlet Protection 11 Typical Aggregation Shelter Plan/Elevation View 12 Typical Aggregation Shelter Plan Site Layout 13 Q Typical Aggregation Elevation View 14 Typical Cabinet Plan/Elevation View 15 Typical Cabinet Elevation View 16 0 30x48x36 Cabinet & Aggregation Shelter 17 © Toby Box placement in softscape 18 with mainline trench in road ® Toby Box placement in softscape 19 with mainline trench at back of curb R Toby Box placement in softscape 20 with mainline trench through softscape s Toby Box placement in softscape with mainline trench 21 in road & greenspace against the property line O Toby Box placement in softscape 22 with mainline trench in road FAB (Fiber Access Box) placement in hardscape with Q mainline trench in road & hardscape/concrete 23 from curb to property line FAB (Fiber Access Box) specification sheet 24 Toby Box specification sheets 25_28 PAGE# 2 2' - r VARIES -' - 2' I/ 4 EDP FOC I � A.C. PAVEMENT I a MICROTRENCH PATHWAY (TYP.) 7L� CATCH BASIN (STORM DRAIN) LAN VIEW TREATED AS UTILITY CROSSING SCALE: NTS SEE NOTE BELOW. Nztworkc, ROADWAY 118 " Over Band Seal WITH COLOR MATCHING SAND FINISH REINSTATEMENT _ COVER 8" NCH DEPTH 12" MAX I i�� 1.25" (TYP) - 2" (MAX) --.] I.— � RETURN CONCRETE CURB & GUTTER REINSTATEMENT MATERIAL / FLOWABLE FILL SAND COVER STD DWG TO 0 PAGE# 3 v 21 — — VARIES — - 21 �R`W SAV I 4 I SAN EO P� EOP FOC/ \� FOC A.C. PAVEMENT F* PLAN VIEW A\ MICROTRENCH PATHWAY (TYP.) ire•oar MATH w. BGmRa sem vTH c oLOR MATCHING SAND MATCHING SA NsD I^yFINISHFINISH e al Rw,owAv ROADWAY ROADWAY CONCRETE CURB 6 GUTTER TOTAL TO AL REINSTATEMENT REINSTATEMENT GO R8' GOWER S• k TRENCH DEPTH REINBTATEMEIR MATE TRENCM PIH REINSTATEMENT MATERIAL I FLOMMM3LE FILL 12 MPX -,r SANDCOVER I --T SAND COVER 12V (TYP)-T (MAq�1 -I 125'125' (11'P SECTION VIEW A -A SECTION VIEW B -B ROADWAY B !) I lilt WITH STD DRAWING Networlf RETURN VARIAN' A NOT TO SCALE PAGE# 4 `III:. IIh �I"I� b RAN 2'— — VARIES — 2' RrVV SIW snv EDP EOP FOC --,,FOC A.C. PAVEMENT `LII MINIMUM RADIUS 77�k\ MICROTRENCH PATHWAY (TYR) PLAN VIEW PA-- MICROTRENCH I FOC \ ) I SPANDREL FLOW LINES CTYP.) I MICROTRENCH(TYP.)� \,:J PLAN VIE SrA NIS ire • Over eam Sev WITH COLOR MATCHING SAND H�-+1 FINISH ROADWAY •u•.. CONCRETE_ CURB 6 GN-fER TOTA REINSTATEMENT CO B'lk TRE 1RENCNOEPTM Y im REINSTATEMENT MATERIAL) FLOAMLE FILL �I1•-Y 54ND COVER SECTION VIEW A—A `EXISTING COLD JOINT WITH 344, 4' LONG DOWELS (TYP.) DO NOT CUT CROSS GUTTER 1m -Over B.� Seal WM COLOR MATCHING SAND FINISH ROADWAY RP EFTA RSNSTATEMENTI 1•-Y SAND COVER Izr(TYR)-Y IMAM--� SECTION VIEW B—B Iu aTeos n DAn ROADWAY C WITH A CURB STD DWG Networks RETURN VARIANT B NOT TO SCALE PAGE# 5 �ei,I A iD ( i a I I� 12.5' MINIMUM ,A -O rBend Seel NRH COLOR VARIES 1 4 A C PAVEMENT PLAN VIEW '— 2, rSAM EDP /FOC f MICROTRENCH PATHWAY (TYP.) MINIMUM RADIUS Al, • aer Band Seal MATH COLOR MATCHING BAND MATCHING SAND FINISH FINISH Roaowav ROADWAv CONCRETE CURB n GUTTER OTAL REINSTATEMENT COVER B' TRENCH TREN uDEPTH I REINSTATEMENT MATERIAL I PLOWABLE FlLL IT MAz SECTION VIEW B -B COVER SECTION VIEW A -A Roaowav TOTAL REINSTATEMENT COVER e' �� REINSTATEMENT MATERIAL/FLOVMBLE FlLL �,'-r SAND LOVER �1 � WITH A CURB AND STD DWG Networle GUTTER VARIANT C NOT TO SCALE PAGE# 6 12.5' MINIMUM RADIUS ROADWAY CROSSING - RIE ------- 2'-- VARIES �2'� ^ 125'MINIMUM RADIUS jA.C. PAVEMENT I OTRENCH PATHWAY (TYP.) PLAN VIEW lie.m BeMSnl WITH COLOR MATCHING BAND FINISH ROADWAY CONCRETE CURB 6 OI R TOTAL REINSTATEMENT COVERW TRENCH DEPTH 1Y MAX REINSTATEMENT MATERLIL I�l'-Y 6AND dJVER SECTION VIEW A -A ROADWAY �-R/W Sm EOP FOC REINSTATEMEw COVER B' 1A•Over seal IM H colonOR F�-+1 MATCHINO SAND NISH ROADWAY X • a: SECTION VIEW B -B ROADWAY E 11 CROSSING STD DWG Networle, NOT TO SCALE PAGE# 7 ASPHALT ROAD CROSSING FROM BACK OF CURB A EDP rL <' FOC 12" PIT PUSH UNDER CURB / p. a A -C. PAVEMENT 6 � � w ROAC?WAY 6 5.5' SIDEWALK TREE BELT CONCRETE WIPAB � 1 REINSTATEMENT I cl i n i.°n-(I rr) - r (mA ) 12" PIT PUSH UNDER CURB SECTION VIEW C -C p, gµgpKS By DAZE ASPHALT ROAD CROSSING FROM STD DWG F Networle BACK OF CURB NOT TO SCALE PAGE# 8 \—MICROTRENCH PATHWAY(TYP.) CATCH BASIN (STORM DRAIN) PUN VIEW TREATED AS UTILITY CROSSING SCALE NTS SEE NOTE BELOW. ROAC?WAY 6 5.5' SIDEWALK TREE BELT CONCRETE WIPAB � 1 REINSTATEMENT I cl i n i.°n-(I rr) - r (mA ) 12" PIT PUSH UNDER CURB SECTION VIEW C -C p, gµgpKS By DAZE ASPHALT ROAD CROSSING FROM STD DWG F Networle BACK OF CURB NOT TO SCALE PAGE# 8 CONCRETE ROAD CROSSING FROM BACK OF CURB X CATCH BASIN (STORM DRAIN) PLAN VIEW TREATED AS UTILITY CROSSING SCALE: NTS SEE NOTE BELOW. WT Gard VATH COLOR MATCHING SPNO FlNIGH d' 90 AW LONLR1 i REINSTATENEM 001P 6 � TEMENT MATERIAL / FLOW ABLE FILL 1"S 6AND COYER ��aa+ •••� 1.25 (T1'G)-2'(MA%) SECTION VIEW D -D ire"a.. Dam A.. wlrH coLaR _ - _- CONCRETE - - ROADVJAV RERAR VERIFY DEPTH LOCATION VIA GPR SEE DETAIL BELOW. SECTION VIEW BB -BB Mn IeAauS ar DATE CONCRETE ROAD G CROSSING FROM STD DWG Networkc, BACK OF CURB NOT TO SCALE PAGE# 9 Micro Trench/Traffic Loop VERIFY DEPTH LOCATION NA WR SEE DETAIL BELOW. NCH DEPTH 12" MAX O erS IM seal WITH COLOR MATCHING SAND FINISH ROADWAY REINSTATEMENT MATERIAL FLOWABLE FILL P-2" SAND CCVER `---TUNNEL UNDER ROADWAY WITH HAMMER DRILL. MICRO TRENCH STOPS V EACH SIDE OF SHALLOW UTILITY PROFILE PLAN VIEW SCALE: NTS TRAFFIC LOOP VERIFY DEPTH LOCATION VIA GPR SEE DETAIL BELOW. ROAD WAV I i l CONCRETE CURB&GLITTER xn 3M9a16 n BAs Micro H J� Trench/Trafficrh STD DWG Networks Loop NOT TO SCALE PAGE# 10 REINSTATEMENT COVER VARIES' REINSTATEMENT MATERIAL/ ! I NCH DEPTH PLOWABLE FILL tY MAX 1"-2" SAND COVER 1.25^ try TUNNEL UNDER ROADWAY WITH HAMMER DRILL SECTION VIEW A -A xn 3M9a16 n BAs Micro H J� Trench/Trafficrh STD DWG Networks Loop NOT TO SCALE PAGE# 10 FEATURES: • 24" X 36" X 24" (open floor) laawl dimensions on d awinal • CHAMBER - SHIELD X COVER -Tier 22 Load Rated (ANSI/SUE 77:2013) • (2) Cover locking Auger bolts, Hex (9/16") or Fanta (7/8") head with washer • (2) Non-5el2ing Fastening System, Field Replaceable • (4) Embedded Composite Rade Support • (2) Lifting slot equipped with stainless steel pin Islet is approximately 2 %"x%") • (2) Winterized Cable Drop slide (1 W X 1 %") • (1) Logo Disk WEIGHT & SHIPPING- Cover HIPPINGCover Weight: 47 Its • Box Weight: 551bs • Assembly Weight: 102 His • ANSI/SCFE 77: 2013 -TIER 22 Rated (33,750 lbs) • A53996 -Class C • EN224 Class 8325 • ASTM C3028-07 & AS -4586 (Slip Resistance) • 10,000 Hour Xenon -Arc Exposure (No fiber -bloom) ASTM D635-06 (Flammability) Covered Lit Pin CHAMBER SHIELD X Corer auu"oul<-: OOOoo00� XM5O Anti -Slip Tread Pattern Embedded Racking - (2 each side) Inside Dimensions Length Width Depth 34 Ya" 22 %' 21" [8731 [5781 [5331 E%CE5660xx NATFRIK TO BE DRAM IN HA TIED CfT TO 3%3 WOODEN STAID=(IYP,) CURB L STORIA GRATE CURBSIDE OFInONW PLAN CURBSIDE OF110N 7' P� INLET PROTECTION RD ateavois PY gAIE STANDARD CFL BERIINLET STD DWG Network -c PROT ECT10 T NOT TO SCALE PAGE# 11 I� TYPICAL AGGREGATION SHELTER Lti'-5 2� c CONCRETE FOUNDATION/SLAB •.• y ,� e' 8Q OI O v _ X N 9'X 23'-7 4" SHELTER a r METAL ROOF AGGREGATE EXTERIOR PAI r WALL "B" PT_AN VTPW METAL ROOF EDGE rAGGREGATE EXTERIOR PANEL 1 J METAL ROOFEDGE METAL ROOF EDGE AGGREGATE E%TERIORPANEL 3- AGGREGATE EXTERIOR PANEL TAY[R TOR TRNK VEM P rE GR E / ENIRAN Q MR ® PVC CONUU - )e ® 1 p GROUND W RE D 11 WALL "DI' WALL "C" TYPICAL J AGGREGATION STD DWG i fh Networks SHELTER NOT TO SCALE PAGE# 12 8Q OI 31 X N METAL ROOFEDGE METAL ROOF EDGE AGGREGATE E%TERIORPANEL 3- AGGREGATE EXTERIOR PANEL TAY[R TOR TRNK VEM P rE GR E / ENIRAN Q MR ® PVC CONUU - )e ® 1 p GROUND W RE D 11 WALL "DI' WALL "C" TYPICAL J AGGREGATION STD DWG i fh Networks SHELTER NOT TO SCALE PAGE# 12 TIYTICAL AGGREGATION SHELTER TYPICAL 12' MADE ACCESS ROAD (AS REQUIRED BY JURISDICTION) O a 'CONCRETE PATHWAY a d. p a. I 5' 1 v 4 5 A ' 9'X 23'_7 41 �FENCEMALL CRUSHED ROCK AGGREGATION SURFACING OR SHELTER GRASS CRUSHED ROCK SURFACING OR GRASS m � 3 o 1 1 lU Z U HVAC .. HVA91 C " 1 XFRM JH -FRAME FOR POWER 3-PHASE 4 AMP SUPPLY -v to 23' SITE LAYOUT TYPICAL K J ,GGREGATION STD DWG Networks SHELTER NOT TO SCALE PAGE# 13 TYPICAL AGGREGATION SHELTER ELEVATION VIEW CRO TRENCH ENTRY NOTE 4- DIAMFTFR PENETRATION VDOWNFROMTOPOFCHAMBER r IN FROM CORNER OF �R ELEVATION VIEW _PIEO WTH UTIUW CO. TYPICAL AGGREGATION fht SHELTER STD DWG Networks ELEVATION VIEW NOT TO SCALE PAGE# 14 TYPICAL CABOT DETAILS -_--------------------------- SIDEWALK, -----------------------SIDEWALK, 1 WIDTH VARIES BY LOCATION r PRECAST CONCRETE PAD 48'x72" I O I 30"x48"x3fi" I CHAMBER N I -I- JOKIA ALP -248 ELECTRONICS CABINET JU X98 XJU CHAMBER Boy +- --� _ FOC J EOP 9'-6" - g'-6^ -....' ---- MINIMUM --- -MINIMUM Networks TYPICAL. CABINET DETAILS STD DWG TO PAGE# 15 r�o tt' O �I w[car 8 � Y cuvclE r�o I ` � / auuusiu m�n.nm TOP VIEW BASE VIEW .] Y: 12" L SIDE VIEW PANEL VIEW Networks TYPICAL. CABINET DETAILS STD DWG TO PAGE# 15 TYPICAL, CABINET DETAILS MICRO TRENCH ENTRY NOTE: POLWETER MNETRPTION WW0 FROMTOPOFCHANBER 61N FR00CORNER CF CHAMBER NOgA ALPNET ELECTRONICS CABINET PTS 30 AMP -220 VOLT SUPPLY PRECAST CONCRETE PAD 48N7Y 4' CONDUIT $CH. 80 HDPE (E) GRADE POWER FEED CONDUR(TYP.) (E) GRADE TO MICRO -TRENCH iryTO MICR0.TRENCH a s . MICR0.TRENCH ENTRY ITvv.l1 (rvv.� 1 MICR0.TRENCH ENTRY 3ON48NN' 30'x48'k36' UNDERGROUND POWER IN CHAMBER CHAMBER CONDOR. TO POINT OF POWER CONDUIT FOR POWER CONNECTION TO BE VERIFIED WITH UTILITY CO. ELEVATION VIEW Iq BY DAIS fill TYPICAL CABINET N DETAILS STD DWG Networle, NOT TO SCALE PAGE# 16 CABINET & AGGREGATION SHELTER FEATURES: • 30" X 48" X 36" (open floor) (aduai mmermns on drawms) • CHAMBER —SHIELD X Split COVER -Tier 22 Load Rated (ANSI/SCTE 77:2013) • (4) Cover locking Auger bolts, Hen (9/16") or Penta (7/8") head with washer • (4) Non -Seizing Fastening System, Field Replaceable • (4) Embedded Composite Rack Support • (1) liking slot equipped with stainless steel pin (slot is approximately 2 Wx%") • (4) Winterized Cable Drop slide (1 %" X 1 %") • (1) Galvanized Center Beam • 12) Logo Disk WEIGHT & SHIPPING, • Cover Weight: 50 lbs (Per Hat) • Box Weight: 1291bs •Assembly Weight: 229 lbs PERFORMANCE TESTING: ANSI/SCFE 77: 2013 -TIER 22 Rated (33,750 lbs) • AS3996 —Class C • EN 124 Class 8125 • ASTM C1028-07 & AS -4586 (Slip Resistance) • 10,000 Hour Xenon -Arc Exposure (No fiber -bloom) • ASTM D635-06 (Flammability) M a 1 Cr Covered LNt Pin xumi n .._.. r...... Inside Dimensions la REyBN& Length Width Depth 46 %" 28% - 8%- 32 %" [1180) [7301 [832] BY I DAM m CABINET & O AGGREGATION STD DWG Networks SHELTER NOT TO SCALE PAGE# 17 PRIVATE PROPERTY • ROW ,,. ROW , v S p. v• o , v .p v .. > p s p .• v O CONCRETE SIDEWALK IO ° s. o s p sv •' . •v o . . . . . . . . . . . . . . GREENBELT/ ASTRO TURF/ SOFTSCAPE 12 . CURBjm ' ■ MAINLINE TRENCH ROADWAY 4' SIDEWALK TREE BELT CONCRETE WPAS CONCRETE CURB 12" j'•� ROADWAY 7B LATERAL MAINLINE TRENCH SECTION VIEW E -E TOBY BOX PLACEMENT m Yl■ 0 YAH f' IN SOFTSCAPE STD DWG WITH MAINLINE Networks TRENCH IN ROAD NOT TO SCALE PAGE# 18 PRIVATE PROPERTY • ¢ ROW v p•,. ROW d' > •' ° ° ° p ° • CONCRETE SIDEWALK . . . . . . . . . . . . . . . . . . . + . . . . GREENBELT/ ASTRO TURF/ SOFTSCAPE . . . . . . . . . TB . . . . . . . . . . . . . . . . . . . . . . . . . • • • * . * - . . MAINLINE TRENCH* . . . _•mow . . . •1111111i*11111111ifr J6 um4_1-•mff*Mir r CURB ROADWAY 4' SIDEWALK TREE BELT CONCRETE W/PAB T12 TB ROADWAY CONCRETE CURB LATERAL MAINLINE TRENCH SECTION VIEW F-F TOBY BOX PLACEMENT IN SOFTSCAPE Q WITH MAINLINE STD DWG TRENCH AT BACK OF NOT TO SCALE PAGE# 19 Networks CURB PRIVATE PROPERTY ♦ ° ROW ,,. ROW 17 of .♦° ° b v ' by CONCRETE SIDEWALK v s r r r + r r r + t ... r .n n. w. w. T n. w• r T T T + + r T T T 4• T .n � .n T + T w, w .n t r. n. . T + ♦ T + ? T 4• .n r * * * * TB + + GREENBELT/ASTRO TURF/ SOFTSCAPE , . + r + * + * + ]2"' + * * MAINLINE TRENCH CURB ROADWAY 4' SIDEWALK TREE BELT CONCRETE WPAB TB ROADWAY 1� e CONCRETE CURB r LATERAL MAINLINE TRENCH SECTION VIEW G -G 0 IN TOBY BOX PLACEMENT �j IN SOFTSCAPE 1' I� WITH MAINLINE 1 STD DWG '3 1 TRENCH THROUGH NOT TO SCALE PAGE# 20 Networle SOFTSCAPE. PRIVATE PROPERTY ROW ROW GREENBELT/ ASTRID TURF/ SOFTSCAPE 4 �O +. ,. . r + . +. ,. ,. . ,. ,. ,. + . + T . T . .. O CONCRETESIDEWALK ° CURB MAINLINE TRENCH ROADWAY 4' SIDEWALK 5.5 CONCRETE WFAB TREE BELT y � 12" CONCRETE CURB Kik` i' w TB w ROADWAY o v k .,ticr„.K LATERAL MAINLINE TRENCH SECTION VIEW H-H TOBY BOX PLACEMENT IN SOFTSCAPE WITH MAINLINE TRENCH IN ROAD & GREENSPACE STD DWG NOT TO SCALE PAGE# 21 NetworkS AGAINST THE PROPERTY LINE PRIVATE PROPERTY MAINLINE TRENCH ROADWAY TREE BELT CURB TO R.O.W. 12"{� CONCRETE CURBS TB ROADWAY LATERAL) MAINLINE TRENCH SECTION VIEW I -I TOBY BOX PLACEMENT IN SOFTSCAPE WITH MAINLINE T TRENCH IN ROAD & GREENSPACE STD DWG Networks FROM CURB TO PROPERTY LINE NOT TO SCALE PAGE# 22 ROW ROW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . O . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . GREENBELT/ ASTRO . TURF/ . . . . SOFTSCAPE ,. ,. ,. .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . CURB ' MAINLINE TRENCH ROADWAY TREE BELT CURB TO R.O.W. 12"{� CONCRETE CURBS TB ROADWAY LATERAL) MAINLINE TRENCH SECTION VIEW I -I TOBY BOX PLACEMENT IN SOFTSCAPE WITH MAINLINE T TRENCH IN ROAD & GREENSPACE STD DWG Networks FROM CURB TO PROPERTY LINE NOT TO SCALE PAGE# 22 PRIVATE PROPERTY ROW ROW s p • �° '.,o s' o '' V.. FAB •� .s � • v. ., y: v s d e p, v, ..• 'o 'v a CONCRETE SIDEWALK v v 7 'o s � v p p:' r v p 0 CURB - ROADWAY - CONCRETE MAINLINE TRENCH HARDSCAPE/CONCRETE FAB ROADWAY LATERAL I I � MAINLINE TRENCH SECTION VIEW J -J Mu ■)ma By DAIS FAB (FIBER ACCESS BOX) PLACEMENT IN HARDSCAPE WITH U MAINLINE TRENCH IN ROAD & HARDSCAPE/CONCRETE STD DWG Networks FROM CURB TO PROPERTY LINE NOT TO SCALE PAGE# 23 0505 ALUMBOLT:IN ALUMN BOLT2INCH /-NUpDIg ,RO LW SIN tcO�R Q� Gp�601'1 f0A PMBRACRET PMWEDGE349 M9 BRACKET FOR 01 WEDGE 01 WEDGE FOR pU9 BRACKET ANDPIASI7NGLID NOTES ALL EDGES HAVE A 1116 RADIUS TOIERANLE :.0845 `MTXXX F2�h P,ITOP4.3WX090 REV. wTE COMMENT —_ 043 BINGHAM 8 TAYLOR CONCEPT_SIFI_L BOXCONCEPTSM. N Bf LOCKING 7 10/22120 NOTES. 5.3 lbs 1. ENHREANNULARSPACEBETWEENBOXANDTDMMETER CORE HOLE SHALL BE FILLED WNH GROUT. 2. LID IS MADE FROM CAST IRON PER ASTM AJ8, CUSS 30. 3. P TKREGSARE PUSHED OUTWARD WHEN PENTABOLT IS TIGHTENED, THIS SECURES THE LID TO THE BOX. m I REM90TB BY DAM FAB FIBER ACCESS BOX) fit v SPECIFICATION SHEETSTD DWG Networks NOT TO SCALE PAGE# 24 Subscriber Underground Access Chamber - 250mm A universal modular chamber for housing subscriber terminations at customer demarcations. Features 250mm depth Hand Hole Narrow Footprint - Optimised for Narrow trenching 250mm Depth with radius optimised for Microduct routing Cost -Effective Modular Construction Simple to Install High Load Bearing Strength Up to 2x Microduct Couplers (2 Subscribers) Capable of housing Optical connectivity demarcations xo mmc Err oAnlC CW) TOBY BOX SPECIFICATION SHEETS STD DWG Networks NOT TO SCALE PAGE# 25 Design Designed to offer operators a universal modular chamber for housing subscriber terminations at customer demarcations. The Underground Chamber can be used as a connection point for Microduct Links. Minimizing the effort and investment required to convert a network from homes passed to Homes Connected. Product Information Technical Information Product C.1« Black PP Gloss Temperature, Operation ['C] 45 to 90 Temperature, Storage [°Q 45 to 90 Temperature, Installatron l'C] 45 to 90 In pflBO6 In wt[ 1 n' TOBY BOX VV i� SPECIFICATION SHEETS STD DWG Network'' NOT TO SCALE PAGE# 26 Conformance Able to withstand loads of up to 5.5kN in accordance with B5 513342 testing. Exceeding requirements for a Grade C lid. Marking Custom Logo Marking available on request Technical Details DAM TOBY BOX VV SPECIFICATION SHEETS STD DWG '/' I r fit Networks NOT TO SCALE PAGE# 27 Articles "y/ ArBd.. l SMaW°E Brdr9AuMA�OmnBx Bla& 2 6WSSL 1128A m B.] EYPPi8YB0% REM9f/6 Bi ux TOBY BOX VV SPECIFICATION SHEETS STD DWG Networks NOT TO SCALE PAGE# 28