March 17, ·1998 MEMORANDUM//To: From: Subject: John, Mike Jim Pierce rf Fiber Optic Cable I happened to run across a copy of an ordinance allowing Metropolitan Fiber Systems of Dallas
(MFS) to install and operate a fiber optic system in the Town. In that ordinance, MFS is required to provide the Town two fiber pairs for its own use. The Town has two other fiber optic
franchises within its boundaries, Brooks Fiber and MCI Metro. If their ordinances also provide fiber optic pairs for Town use, it could possibly be very useful to the Town. This is to
suggest the other two ordinances be researched for optic pair availability and that a composite map be prepared showing the location of the fiber optic lines. Related article attached.
\misc\fibermem.doc
ISSUES & TRENDS INFORMATION TECHNOLOGY MSDS software simplifies regulatory compliance As laws concerning chemical storage become more stringent, it is more important than ever that local
governments keep chemical-related information up to date. In fact, federal agencies such as the EPA and the Occupational Safety and Health Administration sometimes conduct audits to
ensure local governments' compliance with storage and record-keeping regulations. To assist in gathering, storing and organizing chemicalrelated data, some cities and counties are choosing
an automated route. For example, officials in Denton, Texas, recently developed a material safety data sheet (MSDS) system to standardize chemical storage data for city utilities. Denton
created its MSDS system in the spring of 1996 using the Comply Plus software program from Dolphin Software, Lake Oswego, Ore. Accessible to all 1,000 city employees, the system encompasses
the electric, water and sanitary utilities. The city's previous system for logging chemical safety and storage data required utility managers to manually input data into a series of
large binders. With multiple utility divisions, manual record-keeping resulted in inconsistent data that was difficult for employees to access. The new system categorizes Denton's chemical
data according to the utility divisions in which the chemicals exist. Employees can search the database by chemical or by location. Only one database administrator maintains Denton's
MSDS system, thereby preserving the integrity of the system. As each division receives a new data sheet, its manager sends the updated information to the administrator. The database
is updated by the software provider quarterly. With a modem, standardized and easily accessible MSDS system, Denton has simplified compliance with government MSDS regulations. Eventually,
the city plans to expand the system to non-utility divisions. 1:f -Lee Hicks, utility safety and training coordinator, Denton, Texas GOVERNMENT TECHNOLOGY Fiber optics upgrade is a national
priority Fiber-optic cables increasingly are becoming a part of the infrastructure landscape. While not nearly as pervasive as good old-fashioned copper phone wire, fiber optics is making
inroads. Local telephone and cable television companies are installing hundreds of miles of the cables, and even mundane things like changeable traffic advisory signs are using fiber
optics to create the messages. The larger metropolitan areas in the country have access to fiber-optics networks, as do a significant percentage of the smaller metro areas. But beyond
perhaps the top 250 cities, it is hit-and-miss. Even those communities that do have fiber-optics networks might find that the networks (often installed by telephone companies) are not
configured for their needs. Estimates of the total number of fiber kilometers in place in North America run to 16 million by 2001, up from 7.4 million in 1995. With this kind of growth,
access should become increasingly easy. Cities and counties may find many practical applications for fiber optics. For example, the technology may be used to accommodate local and wide
area networks, to control and monitor arterial level traffic management systems, to connect schools and libraries for information-resource sharing, or as a method of extending an in-house
telephone system to remote facilities. Officials contemplating building or leasing a fiber-optics network need to familiarize themselves with the technology. Fiber-optic cable consists
of extremely thin and finely manufactured strands of glass, each about the thickness of a human hair. The glass is treated with certain materials so that it transmits light efficiently.
Optical fibers are used to transmit information and data in the form of pulses of light, typically at frequencies above the range of human vision, at very high speeds and over long distances.
The fibers come in two basic types: multimode and singlemode. In multimode fiber, the light may follow many paths, or modes, down the fiber; in singlemode, the light follows one path.
A multimode fiber can transmit a limited amount of information over a limited distance before it needs an amplifier. This "bandwidth-distance limitation" means that the farther a multimode
fiber goes, the less information it can transmit. 14 March 1998 AMERICAN CITY & COUNTY
ISSUES & TRENDS In general, multimode fiber is best suited for short-haul applications such as the internal wiring in a building for a local area network or a short connection between
a video camera and a monitor. At best, multimode fiber is not run more than six miles with data volumes of more than 100 megabits per second. Singlemode fiber, by contrast, generally
is used for longhaul, high-data volume communication. A typical singlemode fiber link will extend up to 60 miles and can be used to handle data rates up to 20 billion bits per second.
Singlemode often is used in applications Sllch as long distance telephone lines or to transmit video signals for the cable television industry. For many people, the choice between singlemode
and multimode fiber comes down to the equipment and splicing costs. In addition to having the greatest capacity, singlemode fiber actually is cheaper to make than multimode. Ultimately,
however, singlemode can be more expensive because it costs more to splice and because the equipment used to transmit on singlemode uses lasers instead of less costly light-emitting diodes
(LEDs), which are used with multimode fiber. In addition to being less expensive than lasers, LEDs are safer. Lasers used in singlemode fibers generally are not dangerous, but 10 percent
have sufficient frequency and power to damage human eyesight. Interference, long the bane of copper wires, is not a factor with fiber optics. Transmitting data by light rather than electricity
virtually frees the lines from the interference caused by lightning or electrical discharges. Digital signals also improve the system's ability to filter out noise. Such immunity to
electrical interference means that optical fiber cables could share the same space and conduit as power circuits. In fact, some power transmission lines also bundle optical fibers with
the electrical cable. Fiber-optic cable also is free of sources of electrical discharge, meaning it can be installed in hazardous locations or run through gas and oil pipelines. Fiber
optics offers a number of other advantages as a means of transmitting information. The cables generally are very small, ranging from less than a quarter-inch in diameter for a two-fiber
cable up to about three-quarters of an inch for a 216-fiber cable. The cables are tough ancllightweight, and they can be pulled much greater distances than copper, resulting in reduced
splicing costs. In terms of its applicability, when combined with modern electronics, fiber has the capacity to act as a universal communication medium. Power transmission is about the
only use for which fiber is not suited. Conventional copper wiring requires three different kinds of cable, connectors and transmission equipment to route telephone, closed-circuit television
and data from one place to another. A fiber-optics system, by contrast, can transmit all three over the same fibers simultaneously. City and county officials considering using fiber
optics must determine the technology's availability in their area. They must then decide whether it would be more beneficial to build a network or lease existing infrastructure. That
decision ultimately comes down to economics and need. Municipal officials need to answer several questions before pursuing a single course of action: What are the community's/government's
communication needs now, and what are they likely to /be in five years? How muell money is available in capital and recUITing funds for construction and maintenance? How much will it
cost to lease a system or a portion of one rather than to build one? Once a local government determines its needs, officials can engage residents in a discussion of the possible costs
and benefits of fiber-optics access. Telephone and communication service providers, as well as the local cable television company, all ought to participate in the discourse. Y--f -Hunter
Fulgham, manager of telecommunication systems, HNTB Cart)., Bellevue, Wash. EROSION CONTROL Researchers study erosion control costs, benefits Urban construction projects have intensified
erosion and sedimentation in North Carolina, even though the state has one of the nation's strongest erosion control programs. To solve the problem, Gov. James Hunt has called on the
state Department of Environment and Natural Resources to step up enforcement of regulations, assess regulatory inadequacies and recommend changes to the General Assembly. The state also
has enlisted the assistance of researchers at North Carolina State University in Raleigh. The researchers will assess the economic damage from sedimenta-16 March 1998 AMERICAN CITY &
COUNTY
by Jeff Griffin' Senior Editor everal companies have developed procedures for placing fiber-optic telecommunications cable in pipes that are part of the underground utility infrastmcture.
CityNet Telecommunications and Ca-Botics Fiber Systems employ different robotic techniques to install conduit to hold fiber cable inside sanitary and storm sewer pipelines. Sempra Fiber
Links has completed a test project that placed fiber cable inside active natural gas lines. Evanco Environmental Technologies has added the capability of including fiber duct in its
pipe relining system. The benefits seem obvious. Placing cable in already-buried pipelines eliminates the need for extensive excavations or to install new duct by trenchless methods.
Cost savings, say cable-in-pipe proponents, can be enormous. CityNet, based in Silver Spring, MD, has been most active in fiber-in-pipe construction in the United States. In October
2001, CityNet completed a project that links more than 1,000 business users in 21 buildings in downtown Albuquerque, NM, to an all-fiber broadband network, placing conduit and cable
in 4.2 miles of the city's storm and sanitary sewer systems. Also in October, Ca-Botics, Dublin, OH, completed a 1.5 mile cable route through sewers in Dublin, connecting a high school
to an already-operational broadband system. Sempra, of San Diego, CA, has constructed a two-mile test section of fiber in natural gas pipe in Wilmington, NC. CityNet CityNet's Albuquerque
project is believed to be the largest to date to connect broadband customers through sewer systems. In addition to connections already completed, CityNet CEO Robert Berger says that
six more buildings are expected to be added to the Albuquerque hookup in coming months. CityNet also has completed a fiber-insewer segment in Vienna, Austria, and is building broadband
links through existing sewers in Indianapolis and Omaha, both projected to be operational during the second quarter of 2002. Agreements for similar projects have been reached with city
officials in Pittsburgh, Dallas and Seville, 10 Underground Construction' March 2002' www.undergroundconstructiononline.com
Spain, and negotiations are under way in other markets, says Berger. Under terms of the agreements, CityNet owns and maintains the fiber network and shares a percentage of revenues from
the system with cities for allowing cable to be placed in their pipelines. The first step in CityNet's process is video inspection and mapping of sewer lines where cable will be deployed.
Any necessary pipeline repair or rehabilitation is completed before installation of cable begins. Cable installations are made with robotic technology. "Our system uses a carrying plant
to hold our network in place," explains CityNet's Lee Allentuck. "A robot first expands stainless-steel rings on the inside of a sewer pipe, much like the ring clamps inside a car, but
in reverse. These rings are positioned every meter or so and are very thin to avoid any blockage of the pipe. Once the rings are in place, three conduits are attached to small clamps
located on each ring. This system leaves nothing hanging and avoids any drilling that could damage smaller pipes. Plus, as a side benefit, the carrying plant serves as a sort of endo-skeleton,
offering additional support to these pipes." Cable is inserted through the conduit and is brought out of the pipe and terminated in protected boxes or patch panels in manholes. Then
cable is routed into each building and premise wiring is completed. CityNet's robotics technology was developed by the Swiss company Ka-Te System, AG. CityNet owns the worldwide rights
to the robotics system. Carter & Burgess Inc., Fort Worth, TX, assists in planning CityNet projects and is the general contractor for construction. Ca-Botics The Ca-Botics Fiber Systems
installation method also uses robotics, but the procedure is different than CityNet's. After the host pipe is cleaned and inspected and necessary improvements are made, specially designed
and chemically protected armored cable is drawn through the pipe, says Ca-Botics spokesperson Veree Parker. The next step is to introduce a six-foot-Iong robot, equipped with five television
cameras to monitor operations, into the pipe. The robot grabs the cable, lifts it up, pre-drills holes into the wall of the pipe, and anchors the cable into the pipe. Hole depths do
not exceed half the thickness of the pipe wall. Ca-Botics technology does not introduce additional hardware or non-bonding metal substructures into the pipes. The cable used for CaBotics
installations has a stiffening element and it stays flush to the top wall of the pipe. Cable can be terminated in the building at a panel or can be taken through utility manholes directly
to termination points. Ca-Botics' robots can operate inside pipe in diameters ranging from 8 to 48 inches. Parker says that the system can install two cables in one pass at an average
installation speed of three feet per minute. The 1.5-mile-Iong segment in Dublin was completed in 16 days by a crew of four working one shift per day. When completed, the project will
connect nearby fire department and police stations to the broadband system. Ca-Botics holds a master license to use the technology in North America, Central America and the Caribbean
from the City of Bertin Waste Water Department (Germany), a subsidiary of Robotics Cabling. Construction usually is performed by a licensed Ca-Botics' contractor and CaBotics' instructors
and technical personnel provide necessary training, supervision and assistance as necessary. Ownership of cable will vary by project, says Parker. "Ca-Botics has a flexible business
model that allows municipalities to own their own cable, as in Dublin, OH," she says. "Or a system may be owned by commercial enterprises and Ca-Botics' partners such as in Canada. Ca-Botics
itself may own the cable and be responsible for it and lease the capacity to customers." Sempra Cable in Gas Pipe Sempra Fiber Links has completed a onemile demonstration segment with
fiberoptic cable inactive natural gas pipes owned by gas distributor Frontier Energy. Sempra and Frontier are subsidiaries of Sempra Energy. After the first segment was finished, an
additional mile was added. The cable has not been connected to a broadband network. Frontier Energy is the first natural gas company to use fiber-in-gas-pipe technology, says Jennifer
Andrews, Sempra Energy media relations manager. Andrews says that gas service does not have to be turned off to install cable duct and that the duct-enclosed fiber does not interfere
with gas service. Installation is achieved through a "hot-tap" in an isolmed section of line. "Polyethylene duct is inserted into gas pipe through gas-tight packing seals," Andrews explains.
"At a predetermined exit point, duct is extracted with specialized tools. Conduit can exit pipe either above or below ground level, and conduit (with the fiber in it) is placed in a
vault adjacent to the gas meter. Both ends are sealed with gas company approved and certified fittings. Procedures that Sempra uses for entering and tapping gas pipelines are well-proven
and have been used for many years by the gas utilities." Fittings, seals and installation processes processes comply with all gas pipeline safety requirements of the Department of Transportation's
Office of Pipeline Safety, the California Public Utility Commission Safety Branch, and applicable federal regulations, says Andrews. Sempra is marketing the patent-pending process to
providers of natural gas services. The fiber would be owned by the telecom company for whom a network is built. Construction would be done by trained, Department of Transportation-approved
personnel, says Andrews. Duct in Pipe Liner Evanco Environmental Technologies Inc., Bracebridge, Ontario, now can integrate cable duct in its sewer pipe lining system. The Trolining
system consists of highstrength grout between thin HOPE sheets which form a rigid grout "sandwich" to rehabilitate the host pipe. Pipe and cable duct to diameters of just under one inch
(20 mm) in diameter can be imbedded in the lining without reducing the cross section of the lined pipe, says President Randy Cooper, P.E. "Embedded ducts permit retrofit installation
of of fiber optic or other cable, providing ideal protection against physical damage from cleaning with high-pressure water or robotics," says Cooper. "Embedment in the grout provides
the additional benefit of protecting cables from groundwater which may seep through the old sewer wall." Tests have been conducted in Germany, Cooper says, but no commercial project
using the system has been initiated. Sheets used in the Trolining system are manufactured in Austria; grout is made in Germany by MC Beauchemie, Frankfurt. Evanco is the North American
distributor for the product. Cable-in-Pipe Technology's Future? Cable-in-pipe procedures give telecommunications service providers yet another Underground Construction' March 2002' www.undergroundcon
structiononline.com11
12 Underground Construction· March 2002 • www.undergroundconstructiononline.com trench less construction option, but how extensively the technology will be used is not yet clear. Claims
that cable-in-pipe technology removes "last-mile" barriers preventing broadband access to consumers not yet connected to fiber-optic networks have not yet been proven in the marketplace.
Completed projects placing cable in sanitary and storm sewer pipes indicate a promising future for robotic construction methods; customers, network operators and agencies owning the
sewer systems say they are pleased with the results. No commercial project to place cable in natural gas pipe has been initiated. Economics appears to be the primary factor that will
influence whether pipe-in-cable construction is feasible; there must be enough paying customers to justify the expense of a fiber-in-pipe installation. "Typically, our network will connect
to multitenant buildings of 75,000 square feet and up," says CityNet's Allentuck. ''There are a a few exceptions to this formula. For instance, if a customer wants to connect to a specific
building, we will work it into our design. The reason for these parameters is that these are the buildings with the most demand from our telecom carrier customers." The procedure is
most suited to highly built-up business areas, says Buddy Bames of Carter & Burgess. "Good and careful project preparation and man
agement are important to make fiber in sewer installations feasible," says CaBotics' Parker. "Initial assessment, especially cleaning and televising, and comprehensive investigation
in the design/routing process have to be done in order to find the most optimum routes and pipes for sewer owners and cable system owners. Also, good coordination between the sewer and
cable owners and all contractors involved needs to be paramount." Andrews says that Sempra cable in gas pipe technology will work in 80 to 90 percent of commercial buildings. "Our conduit
is designed to work in gas lines that are as small as one inch in size, and most buildings fit this criteria." As with all new technologies, questions about the practicality of cable-in-pipe
procedures remain. It is well documented that much of the nation's sanitary and storm sewer infrastructure is failing and must be rehabilitated or replaced, so not all sewer networks
are suitable for cable-in-pipe installations. Even those found appropriate to be cable carriers must be inspected, mapped, cleaned and sometimes repaired before cable is installed. Will
these costs offset other savings? Could conduit installed by other methods be brought to the same structures ,1t comparable or less cost) Future repairs to pipe and cable also must be
considered. Fiber-in-pipe companies say these should not be considered a deterrent to considering their technologies. Andrews says that the company's fiber-in-gas installation is designed
so that it does not prevent the utility from carrying out any emergency gas control operations. "When a sewer needs to be repaired, we work with local sewer engineers to make sure that
our network isn't in the way or damaged," says Allentuck. "The beauty of the Ka-Te system is that we can remove and re-install our network as needed. Keep in mind, we are regularly cleaning
and inspecting these pipes and chances are that we will know about a problem well before anyone else. For cable repairs, our system allows us to remove and replace the carrying plant
and fiber cable with ease." Ca-Botics technology does not bring any additional hardware and non-bonding metal substructures into the pipes that might obstruct and impede flow characteristics
or jeopardize the maintenance and any future rehabilitation of the pipe, says Parker. If necessary, cable is easy to remove, even abandon, thus leaving no obstacles behind that might
be veryexpensive to remove. The potential of deriving income by allowing sewer systems to be carriers of telecommunications cable appeals to many cash-strapped cities, says Evanco's
Cooper. "Present technologies and strategies for placing fiber cable in sewers boast great promises, but their track records are very limited," he continues. "If urban sewer systems
are to be flawlessly fiber wired, it is important to be sure that the original purpose and current suitability of sewers are not eclipsed, but rather enhanced. "Cities need patience
and direct involvement in the process of selecting host sewers for fiber networks, and the involvement of city wastewater profeSSionals is absolutely necessary to insure these cable
rights-of-way do not interfere with design and operational objectives of the sewers." Reader service card number: Fiber-in-pipes technologies 107 Bobcat 325 and 337 Compact Excavators
Two of eight hard-working models ready to work for you. Underground Construction' March 2002' www.undergroundconstructiononiine.com13
Top Industry SewerlWater Workshop Comes To Ft. Lauderdale revised and expanded program will be featured in the 2002 edition of the UCT Seminar Series' Municipal Sewer & Water Trenchless
Workshops. The first of three workshops will be held April 17-18 at the Sheraton Ft. Lauderdale Airport Hotel in Ft. Lauderdale, FL. This two-day event promises to provide vital -and
practical -information for sewer and water professionals. Other workshops scheduled for this year include: June 6-7, in Pittsburgh, PA; and Sept. 17-18, in Denver, CO. Now entering its
fourth year of bringing the highest quality, most beneficial information available, the UCT Seminar Series is sponsored by Underground Construction and Rehabilitation Technology magazines,
UCT, NASSCO and the PRe. More cutting edge topics have been added to the program along with additional live demonstrations. These workshops are designed for the serious municipal employee,
engineer or contractor who neeus objective, detailed information on specific technologies and methods available in the trenchless field today. However, there is plenty of time for networking
with peers and enjoying varyious activities. The American public continues to become more aware of the health and safety issues facing their decaying underground infrastructure -not
to mention the potential for EPA fines -as well as striving to keep pace with the rapid expansion that many areas of the country have experienced over the past 10 years. As budget considerations
are often paramount to municipal projects, attention will also be given to the cost benefits of trenchless techniques. This workshop will use a combination of presentations and panel
discussions, utilizing top industry experts, to address the many applications, benefits, restrictions and impacts of modern trenchless construction and rehabilitation. Additional information
regarding many of the techniques and methods discussed will be available in the exhibit area. Hear leading manufacturers of rehab and construction systems, serviceSand equipment explain
how the capabilities and technical advancements of their products are assisting municipalities, engineers and contractors in handling challenges and seizing opportunities. Attendees
will also have the opportunity to observe live field demonstrations where they can examine many of the technologies up-close. A first for the UCT Seminars Series this year will be the
availability of CEUs (continuing education units). These credits are earned based on the numbers of hours of education program completed. The workshop, including two full days of expert
presentations, live demos, CEU credits and a complimentary continental breakfast each day, is priced at just $325 per person. Additional registrations from the same company or organization
cost only $245 each. There is no additional charge for the exhibits or field demonstrations. For hotel reservations, call (954) 9203500. Please refer to the Municipal Sewer & Water Trenchless
Workshop to receive our special rate of $125 for single or double. Reservations must be made prior to March 25. For more information on either attending or exhibiting at the UCT Seminar
Series, contact Shannon Langford at: (281) 558-6930, ext. 217; fax (281) 5587029; e-mail slangford@uctonline.com; or check the website at www.uctonline.com. 14 Underground Construction·
March 2002 • www.undergroundconstructiononline.com
Metropolitan Fiber Systems of Dallas, Inc. ACCEPTANCE OF ORDINANCE NO. 093-047 Metropolitan Fiber Systems of Dallas, Inc., by and through its duly authorized officer, accepts all terms
and conditions of the Street 􀁕􀁳􀁾 and Rental Agreement set forth in the Town of Addison Ordinance 093-047 passed and adopted by the City Council of the 􀁔􀁯􀁾􀁮 of Addison on August
24, 1993. The caption of said Ordinance being: AN ORDINANCE OF THE TOWN OF ADDISON, TEXAS, GRANTING TO METROPOLITAN FIBER SYSTEMS OF DALLAS, INC. A STREET USE AND RENTAL AGREEMENT FOR
THE PURPOSE OF CONSTRUCTING, MAINTAINING AND OPERATING ITS FIBER OPTIC NETWORK IN PUBLIC STREETS, ALLEYS, AND RIGHTS-OF-WAY IN THE TOWN OF ADDISON; PROVIDING FOR THE CONDITIONS GOVERNING
THE CONSTRUCTION, EXPANSION, USE, RECONSTRUCTION, EXCAVATION, MAINTENANCE AND OPERATION OF A FIBER OPTIC NETWORK; PROVIDING FOR A BOND AND INSURANCE; PROVIDING FOR THE REGULATION OF
WORK BY OTHERS, CONSTRUCTION BY ABUTTING O\VNERS AND REQUIRING ALTERATION TO COi'trIRM \\1TH PUBLIC IMPROVEMENTS; PROVIDING FOR THE CITY'S RIGHT TO USE CERTAIN PORTIONS OF THE FIBER
OPTIC 1',TETIVORK; PROVIDING FOR COMPENSATION FOR THE PRIVILEGES CONFERRED UNDER THIS STREET USE AND RENTAL AGREEMENT; PROVIDING FOR ACCOUNTING AND OTHER INFORMATION; PROVIDING FOR CONDITIONS
CONCERNING RENEWAL; PROVIDING FOR CONDITIONS OF TRANSFER OR ASSIGNlvfENT; PROVIDING AN Ir.."DEMNITY CLAUSE; PF.OVIDING FOR A LOCAL OFFICE; PROVIDING FOR CONSEQUENCES OF AGREEMENT VIOLATIONS;
PROVIDING FOR COMPLIANCE \V1TH EXISTING LAWS; PROVIDING FOR WRITTEN ACCEPTANCE OF THE TERMS OF TillS AGREEMEN1;AND PROVIDING AN EFFECTIVE DATE. And files this acceptance as re.quired by the terms of the Ordinance. IN TES1TIvl0NY WHEREOF, witness the corporate signature of Metropolitan Fiber Systems
of Dallas, Inc. by its duly authorized" officer, this the--dday of September, 1993. !vIE POLITAN FIB R SYSTEMS OF DALLAS, INC. ACCEPTANCE OF ORDINANCE NO. 093-047 DOC #: 115969 PAGE
1
Original acceptance of agreement in Ordinance No. 093-047 of which the foregoing is a true copy was filed in my office on the2Dtt day of 􀁾􀁅􀀥􀁥􀀭􀀬 1993, at 3',00 o'clock, £-,m. (SEAL)
.􀁾􀀰􀁣􀂣􀀭􀁎􀀺􀀺􀁴􀁾􀁾 City Secretary ACCEPTANCE OF ORDINANCE NO. 093-047 DOC #: 115969 PAGE 2
(6) 􀁾(0) ,?j1 􀁾􀁾 It7,-. ln1 is􀁾iSli \0/l§(Q: SC"p j-. l''"'\QORDINANCE NO. 093-046 !-. -, :i",,) TOWN Uf kU: )j ......,)\, A.V; ORDL'l"ANCE OF THE TOWN OF ADDISON, TEXAS, GRPJN%NtcE
􀁁􀁄􀁩􀁖􀁩􀁾􀁖 I TO METROPOUTA.N BEER SYSTEMS OF DALLAS, INC. A STREET USE AND RENTAL AGREEMENT FOR THE PURPOSE OF CONSTRUCTING, MAINTAINING AND OPERATING ITS FIBER OPTIC NETWORK IN
PUBUC STREETS, ALLEYS, AND RIGHTS-OF-WAY IN THE TOWN OF ADDISON; PROVIDING FOR THE CONDITIONS GOVERNING THE CONSTRUCTION, EXPANSION, USE, RECONSTRUCTION, EXCAVATION, MAINTENANCE AND
OPERATION OF A FIBER OPTIC NETWORK; PROVIDING FOR A BOND AND INSURANCE; PROVIDING FOR THE REGULATION OF WORK BY OTHERS, CONSTRUCTION BY ABU1TING OWNERS AND REQUIRING ALTERATION TO CONFORM
WITH PUBUC ThfPROVE1-IENTS; PROVIDL'l"G FOR THE CITY'S RIGHT TO USE CERTAIN PORTIONS OF THE FIBER OPTIC NETWORK; PROVIDL'l"G FOR CO?YIPENSATION FOR THE PRIVILEGES CONFERRED UNDER THIS
STREET "USE AND RENTAL AGREEMENT; PROVIDING FOR ACCOUNTI7\'G AND OTHER 􀁉􀁎􀁆􀁏􀁾􀀧􀁲􀁌􀁊􀁜􀁔􀁉􀁏􀁎􀀻 PROVIDING FOR CONDITIONS CONCEfu'11NG RENEWAL; ·PROVIDING FOR CONDITIONS OF TRJ\NSFER
. OR ASSIGNMENT; PROVIDING AN Di"DEM1'-llTY CLAUSE; PROVIDING FOR A LOCAL OFFICE; PROVIDING FOR CONSEQUENCES OF AGREEMENT VIOLATIONS; PROVIDING FOR CO?viPUANCE WITH EXISTING LAWS; PROVIDING
FOR VlRITIEN ACCEPTA.1'\[CE OF TIffi TER\tfS OF THIS AGREEMENT; AND PROVIDING AN EFFECTIVE . DATE. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF TIIE TOVIN OF ADDISON, TEXAS:
SECTION 1. DEFINITIONS For the purpose of this 􀁯􀁲􀁤􀁩􀁮􀁡􀁮􀁾􀁥􀀬 the following terms, phrases, words, abbreviations and their derivations shall have the meaning given herein unless
more specifically defIned within other sections of this ordinance. When not inconsistent with the context, words used in the present tense include the future tense, words in the single
number include the plural number. The word "shall" is always mandatory, and not merely directory. A. "Acceptance Fee" means the amount payable based on a formula of $1.00 per linear
foot of streets traversed, and $1,000 per public street crossing that is underground. B. "General Compensation" meaI15 the amount Grantee is required to pay City under Section 11. OFFICE
OF THE CITY SECRETARY ORDINANCE NO. 093-046
c. D. E. F. G. H. I. J. K. L "Annual Gross Revenue Based Fee" means an amount equal to five percent (5%) of (i) Grantee's Gross Revenues received by Grantee during the year for the operation
of Grantee's Network v.-ithin the City, and (n) a proportionate share of Grantee's Gross Revenue derived from the physical interconnection of 􀁇􀁲􀁡􀁮􀁴􀁥􀁥􀁾􀁳 Network with other cities.
. ·'Ciif shall mean the Town of 􀁁􀁤􀁤􀁩􀁳􀁯􀁾 a borne-rule mun:icipa1 corporation. ,..,.AnniY-ersaIj' Date" shall mean the date on wbkh this agreement is accepted by the company. "Fiber
Optic Telecommunications Networkll shall mean the Company's Sj"Stem of cables, wires, lines, towers, wave guides, optic fiber, microwave, laser 􀁾and any associated converters, 􀁥􀁱􀁵􀁩􀁰􀁭􀁥􀁮􀁾
or facilities designed and constructed for the pu:IJ'OSe of producing, 􀁲􀁥􀁣􀁥􀁩􀁶􀁩􀁮􀁾 aIOpJ:if]ing or distributing by audio, video or other forms of electronic signals to or from
subscn1>ers or locations 􀁾􀁩􀁴􀁨􀁩􀁮 the City. "Compan;/' or f:Grantee" shall mean Metropolitan Fiber Systems of DalJas, Inc.., a Delav.<lre CO!p)ration, its successors and assigns.
'TIa.v or da".;s" shall mean a calendar day or days. 􀁾 , 'Drrectorrl shall mean the Director of the Finance Department of the City or lris designee. "Gross Revenue" shall mean all receipts
collected by the Company for an communications and related operations and sen"ices v.-ithin the corporate limits of the City as \".ell as any other revenue arising from the operation
or possession of this franchise. Bj' 􀁾...ay of example, but v.ithout limitation., "Gross Revenue" includes the sale or lease of customer premise 􀁥􀁱􀁵􀁩􀁰􀁭􀁥􀁮􀁾 installation charges,
access charges paid to the Company by other carriers, street use and rental fe.es and occupation taxes surcharged to customer! and the lease or re-sale of lines or circuit paths to third
parties. "Gross Revenue" does not include revenue uncollectible from customers (bad debts). "Director of Engineerint shall mean the Director of the City's EngineeTh.'1g Department or
his designate. "MiItimurn Annual Feell shall be based on the projected Gross Re-r'enue for the first year's operation. Minimum Annual Fee for subsequent years. is based on the highest
amount paid for any pre'tious year. 􀀨􀀩􀁾􀁲􀁆 OF THE CITY SECRETARY ORDINANCE NO. 093-046
1-1. "Compensation Year" means each calendar year during the term of this franchise agreement in which General Compensation is paid by Grantee to the City. SECTION 2. GRANT OF CERTAIN
RlGHTS There is hereby granted, subject to the City'sprompt receipt of monetary and services compensation, to Metropolitan Fiber Systems of Dallas, Inc., a corporation, hereinafter called
"Grantee", for an initial term of seven (7) years from passage of this streets use and rental agreement (thereinafter referred to as the agreement, agreement ordinance or ordinance)
(unless otherwise tenninated as provided for herein), the non-exclusive right and privilege to have, acquire, construct, expand, reconstruct, maintain, use and operate in, along, across,
on, over, through, above and under the public streets, alleys and rights-of-way of the City, a Fiber Optics Telecommunications Network (the "Network"), which shall be limited to audio,
video, data, voice and signalling communications services. Grantee shall not provide services directly regulated by the Texas Public Utility Commission (the "PUC") under the Texas Public
Utility Regulatory Act unless authorized by the PUC. Grantee shall not provide cable services or operate a cable system as defined in the Cable Communications Policy Act of 1992 (47
U.S.C.A. §521, et seq., as amended) or as recognized by the Federal Communications Commission (the "FCC") without first obtaining a cable franchise from the Town of Addison 􀁳􀁾􀁬􀁬
not allow tbe use of the Net'1iork by a cable system that has not been granted authority by the City. This agreement ordinance is granted to Grantee solely for the purpose of directly
serving its end-user customers (including hotels, motels, hospitals and buildings with shared tenant services) and interex.:b::I)'ge carriers. This ordinance does not require Grantee
to provide ubiquitoUS sen:ice throughout the entire city as a public service provider. SECTION 3. CONSTRUCTION, MAINTENANCE, EXPANSION, RECONSTRUCTION, AL'ID EXCAVATION (a) The construction,
expansion, expansion, reconstruction, excavation, use, maintenance and operation of Grantee's Network, facilities and property shall be subject to all lawful police regUlations of the
City and performed in accordance with the City's regulations for utility location and coordination. In addition to any other City regulations or requirements, thirty (30) days prior
to the commencement of construction, Grantee shall provide the City Engineer (or such other officials as the City may designate from time to time) each with a copy of the construction
work plans and drawings. Grantee shall not proceed with construction until the plans and drawings have been approved in writing by the proper City officials. (b) Upon request of the
City, Grantee shall remove and abate any ponion of the Network or "any facility that is dangerous to life or property, and in case Grantee, after notice, fails or refuses to act, the
City may remove or abate the same, OFFICE OF ruE CITY SECRETARY DOC tI: 􀀱􀁾􀀳􀀹􀀷􀀯􀀳 ORDINANCE NO. 093-046
at the sole cost and expense of Grantee, all without compensation or liability for damages to Grantee. Grantee shall promptly restore the public streets, alleys and rights-of-way to
their condition prior to Grantee's construction, maintenance, or excavation, to the reasonable satisfaction of the City Engineer. Grantee shall excavate only for the construction, installation,
expansion, repair, removal, and maintenance of all or a portion of its Network. (c) Except in an emergency, Grantee shall not excavate any pavement in any public alley or street or significant
amounts of any unpaved public right-of-way without first securing permission of the City Engineer, but such permission shall be given if the proposed excavation is in accordance with
the terms of this ordinance. The City Engineer shall be notified as soon as practicable regarding work performed under emergency conditions; and Grantee ·shall comply with the City Engineer's
reasonable requirements for restoration of any disturbed public property. (d) Within thirty (30) days of completion of each segment of Grantee's Network, Grantee shall supply the City
with a complete set of "as built" drawings for that segment. Further, after each replacement, relocation, reconstruction, or removal, Grantee shall promptly notify the City of the exact
changes made and shall provIde a new set of "as built" drawings of each modification to the City Engineer. Grantee shall provide annually a complete set of "as built" drawings incorporating
these changes. Grantee shall obtain the City's approval before any system changes are made. (e) Grantee shall complete construction and full activation of one hundred percent (100 %)
of its Network within 24 months after passage of this franchise ordinance. Further, Grantee shall be capable of providing service to end use customers no later than twelve (12) months
after passage of this agreement ordinance. SECTION 4. TERM OF AGREEMENT Upon the fIling with the City by the Grantee of the acceptance required herein, this agreement shall be in full
force and e.ffect for a term and period of ten (10) years, beginning on the Anniversary Date. This agreement shall be automatically renewed for one subsequent ten (10) year period unless
either party shall fIle ninety (90) day prior written . notice of cancellation to the other and the other shall have responded their acknowledgement in a similar form. SECITON 5. CONSTRUCTION
WORK REGULATION BY CITY AND UNDERGROUND CONDUIT USED BY CITY (a) All work done in connection with the construction, expansion, reconstruction, maintenance or repair of 'the Network shall
be subject to and governed by all laws, rules, and regulations of the City, and Grantee "":shall place all OFFICE OF THE CITY SECRETARY T"'\rv""" u. 1 f\.:t '10i' IJ. ORDINANCE NO. 093-046
facilities underground according to reasonable requirements that may be adopted from time to time by the City; provided, however, Grantee shall be given due notice and shall be entitled,
upon request, to a hearing before the City Council of the Town of Addison prior to the adoption of any such requirements, and funher provided that Grantee may present evidence to demonstrate
that such requirements will substantially impair its ability to recover its operation expenses. (b) All excavations and other construction in the public streets, alleys, and rights-of-way
shall be carried on to interfere as little as practicable with the use of public and private property and in accordance 􀁷􀁩􀁵􀁾 any direction :given by the City under the police and
regulatory powers of the City. (c) Grantee· may be required by the City to construct ponions of the Network, or all of its Network, underground, or to share conduit or duct trench space
owned and maintained by any other person or entity, or to permit the wires or equipment equipment of any other person or entity authorized by the City to be attached to the facilities
owned and maintained by the Grantee, upon reasonable, non-discriminatory terms and at fair market value. Grantee may require any such person or entity to furnish evidence of adequate
insurance covering Grantee and adequate borids covering the performance of the person or entity attaching to Grantee's facilities as a condition precedent to granting permission to any
such person or entity to arL.2.ch wires or equipment to Grantee's facilities; provided Grantee's requirements for such insurance shall be reasonable. Cd) Any facilities of other persons
or entities that are att2.ched to or within Grantee's Net\Vork shall be placed, replaced, maintained and removed in a safe manner so that the atIach.ment does not interfere unnecessarily
with the erection, replacement operation, repair or maintenance of the Netviork or other persons or entities using the same Net\vork. Grantee shall not be required to arL2.ch its Netw'ork
to the facilities of any other person or entity fra.nchised by the City or to permit the facilities of any other person or entity to be attached to Grantee's facilities, if it can be
satisfactorily shown that thereby Grantee will be subjected to increased risks of interruption to its service or to increased liability for accidents, or if the facilities of such other
person or entity are: not of the character, design and construction required by, or are not being maintained in accordance with current practice. Provided, however, nothing herein shall
modify or abrogate the power of the City to require any holder of a franchise or any street use and rental agreement or similar agreement from the City to allow use of its facilities
by any other holder of a City franchise pursuant to the City Charter. SECTION 6. BONDS (a) Grantee shall obtain and maintain, at its sale cost and expense, and me with the City Secretary,
a corporate surety bond with a surety company authorized to do business in the State of Texas and found acceptable by the CitY Attorney, in OFFICE OF THE CITY SECRETARY DOC it: lQ4j97f5
ORDINANCE NO. 093-0.16
the amount of Two Hundred Fifty Thousand Dollars ($250,000) both to guarantee the timely construction and full activation of Grantee's Network and to secure Grantee's performance of
its obligations and faithful adherence to all requirements of this agreement ordinance. After the fust five (5) years of the initial term, bond requirement shall be reduced to One Hundred
Thousand Dollars ($100,000). Grantee shall provide this corporate surety bond at the time of filing the acceptance of franchise, as required by Section 27 herein. The bond shall provide,
but not be limited to, the following condition: there shall be recoverable by the City, jointly and severally from the principal and surety, any and all damages, loss or costs suffered
by the City resulting from the failure of the Grantee to satisfactorily construct, complete and fully activate one hundred percent (100%) of Network miles within 24 months after passage
of this ordinance. (b) Any extension to the prescribed time limit of one hundred percent (100%) of Network miles within 24 hours shall be authorized by the City Council. Such extension
shall be authorized only when the City Council determines that such extension is necessary and appropriate due to causes beyond the control of Grantee. (c) The rights reserved to the
City with respect to the bond are in addition to all other rights of the Ciry, whether reserved by this agreement ordinance or authorized by law; and no action, proceeding or exercise
of a right with respect to such bond shall affect any other rights the City may have. (d) Tne bond shall COilLain the following endorsement: It is hereby understood and 􀁡􀁧􀁲􀁥􀁾􀁤
that this bond may not be canceled by the surety nor any intention not to renew be exercised by the surety until sixty (60) days after receipt by the City, by registered mail, of written
notice of such intent. SECTION 7. INSURANCE (a) Grantee shall obtain and maintain in full force and effect throughout the term of this agreement ordinance, and any extension or renewal
thereof, insurance with an insurance company licensed to do business in the State of Texas, approved by the State of Texas and acceptable to the City. All companies will be required
to be rated A-VI or better by A.M. Best or A or better by Standard and Poors. The insurance shall be issued in the standard form approved by the State Board of Insurance. Grantee shall
provide City with proof of such insurance so required at the time of fIling the acceptance of franchise, as required by Section 27 herein. The City reserves the right to review these
insurance requirements during the effective period of the agreement ordinance and any extension or renewal thereof, and to adjust insurance coverage and their limits when deemed necessary
and prudent by the City Manager, based upon changes in statutory law, court decisions, or the claims history of the industry or the Grantee. OFFICE OF THE CITY SECRETARY r. ..... ,...
u. tn 4 "'!n7/1:. ORDINANCE NO. 093-046
(b) Subject to the Grantee's right to maintain reasonable deductibles in such amounts as are approved by the City, Grantee shall obtain and maintain in full force and effect for the
duration of this agreement ordinance, and any extension or renewal thereof, at Grantee's sole expense, insurance policy coverage in the following type and minimum amounts: 1. TYPE Worker's
Compensation and Employer's Liability AMOUNT: Statutory $500,000/500,000/100,000 2. Commercial General (public) Liabilityto include coverage for the following where the exposure exists:
(i) Premises operations (ii) Independent contractors (iii) Products/completed (iv) Personal injury (v) Contractual liability (vi) Explosion, collapse and underground property damage
3. Comprehensive Automobile insurance coverage for loading and unloading hazards, for: Combined single limit for bodily injury and property damages $3,000,000 per occurrence or its equivalent
(i) (ii) (ii) Owned/leased automobiles Non-owed automobiles Hired automobiles Combined single limit for bodily injury and property damage $1,000,000 per occurrence or its equivalent
(c) The City shall be entided, upon request and without expense, to review copies of the policies and all endorsements thereto. The City may make any reasonable requests for deletion,
revision or modification of particular policy tenns, conditions, limitations or exclusions, except where policy provisions are established by law or regulation binding upon either City
or Grantee or upon the upderwriter for any of such policies. Upon request for deletion, revision or modification by the City, OFFICE OF THE CITY SECRETARY r.. ............ u. 1(\04:"':.c..,n
ORDINANCE NO. 093-0 4 6
Grantee shall exercise reasonable efforts to accomplish the changes ill policy coverage, and shall pay the cost thereof. (d) Grantee agrees that with respect to the above-required insurance,
all insurance contracts will contain the following required provisions: (i) Name the Town of Addison and its officers, employees, board members and elected representatives as additional
insured (as the interests of each insured may appear) as to all applicable coverage; (ii) Provide for fony-five (45) days notice to the City for cancellation, non-renewal, or material
change; (iii) Provide for notice to the Director of Finance by certified mail; and (iv) Provide that all provisions of the agreement ordinance, as amended, concerning liability, duty,
and standard care, including t1;J.e Indemnity, Section 16, of this agreement ordinance, shall be underwritten by contractual coverage sufficient to include such obligations within applicable
policies. (e) The insurance policies obtained by Grantee in compliance with this Section shall be SUbject to approval by the City, and such proof of insurance, along with written evidence
of payment of required premiums, shall be fJled and maintained with the Director of Finance during the term of this 􀁡􀁧􀁲􀁥􀁥􀁭􀁥􀁾􀁴 ordinance, or any extension or renewal thereof,
and may be changed from time ta time ta reflect changing liability limits, as required by the City. Grantee shall immediately advise the City Attorney of any acrual or potential litigation
that may develop that would affect this insurance. (t) Insurers shall have no right of recovery against the City, it being the intention that the insurance p,?licies shall pratect Grantee
and the City and shall be primary coverage far all losses covered by the policies. (g) The policy clause "Other Insurance" shall not apply to the Town of Addison where the City -is an
insured on the policy. (h) Companies issuing the insurance policies shall have no recourse against the Town of Addison for payment of any premiums or assessments which all are set at
the sole risk of the Grantee. SECTION 8. WORK BY OTHERS, CONSTRUCTION BY ABUTTING OWNERS, ALTERAnON TO CONFORM WITH PUBUC IMPROVEMENT . OFFICE OF TIlE CITY SECRETARY ORDINANCE NO. .093-0
116
(a) The City reserves the right to lay and permit to be laid, sewer, gas, water, and other pipe lines or cables and conduits, and to do and permit to be done, any underground and overhead
work that may be deemed necessary or proper by the City in, across, along, over or under any public street, alley, or right-of-way occupied by Grantee, and to change any curb or sidewalk
or the grade of any street. In permitting such work to be done, the City shall not be liable to Grantee for any damages not willfullyand directly caused by the sole negligence of the
City; provided, however, nothing herein shall relieve any other person or entity from liability for damage to Grantee's Network. All work performed will be in accordance to the City
manual for Utility Location and Coordination. (b) In the event that the City authorizes abutting landowners to occupy space under the surface of any public street, alley, or right-of-way,
such grant to an abutting landowner shall be subject to the rights herein granted to Grantee. In the event that the City shall close or abandon any public street, alley, or right-of-way
which contains any portion of Grantee's Network, any conveyance of land contained in such closed or abandoned public street, alley, highway, or right-of-way shall be subject to the rights
herein granted. (c) \Vhenever by reason of the changes in the grade of any street or in the location or the manner. of constructing any water pipes, gas pipes, sewers, or any other underground
or overhead structure for any purpose whatever, it shall be deemed necessary by the City to alter, change, adapt or conform a portion of Grantee's Network thereto, such alterations or
changes shall be promptly made by Grantee when ordered in ·writing by the City, without claim for reimbursement or damages against the City. (d) In the event that Grantee 112s not relocated
those of its affected facilities which are located in a public street, alley, or right-of-way within. a reasonable length of time (as determined by the City's Director of Engineer) prior
to the City's commencement date for public street, alley I or right-of-way construction, the City shall have the right to relocate or cause to be relocated the affected portion of Grantee's
Network, and the Grantee shall reimburse the City for all costs of relocation. (e) During the term of this agreement, Grantee shall be liable for the acts or omissions of any entity
used by Grantee (including an affiliate) when such entity is involved directly or indirectly in the consnuction, installation, maintenance or operations of Grantee's Network as if the
acts or omissions of such entity were the acts or omissions of Grantee. SECTION 9. COMPUANCE WITII CITY CHARTER Grantee recognizes; accepts and agrees that the terms, conditions, and.
provisions of this agreement are subject to the applicable provisions of the Town of Addison Charter. OFFICE OF THE CITY SECRETARY DOC 1/: IG4397/9 ORDINANCE NO. 093-046
Any request by Grantee for a modification to this agreement shall be subject to review by the City Attorney for compliance with the applicable provisions of the City Charter. SECTION
10. SERVICE TO TIIE CITY Grantee, at its sole cost and expense, shall be required to provide to City for its own use, but not for resale, two (2) fiber pairs ("fiber facility") as determined
by City throughqut the portion of the Network used for transmission purposes (the "Backbone"), including lateral lines in public rights-of-way connecting the end user's location to that
portion of the Network. In case of emergency or diaster, Grantee shall, upon request 'of the City, make available its facilities to the City, without cost, for emergency use. SECflON
11. COMPENSATION TO THE CITY (a) Accentance Fee -The Grantee agrees to pay a one time acceptance fee to the City the sum of One Dollar ($1.00) per linear foot of the City's streets traversed
and a fee of One Thousand Dollars ($1,000) per public street crossing that is underground at acceptance of the agreement pursuant to Section 27. (b) General Comoensation -For the reason
that the public streets, alleys and rights-of-way to be used by Grantee in the operation of its Network within the boundaries of the City are valuable public properties, acquired and
maintained by the City at a great expense to its ta..'<payers, and that the grant to Grantee of the use of said public streets, alleys and rights-of-way is a valuable property right
without which Grantee would be reql,!1red to invest substantial capital in right-of-way costs and acquisitions, the Grantee agrees to pay to the City as General Compensation during each
year of this agreement ordinance, a sum equal to the greater of the Minimum Annual Fee or Annual Gross Revenue Based Fee. The Minimum Annual Fee for the first year of operation shall
be 55,000. The Minimum Annual Fee for subsequent years shall be equal to the highest amount paid to the City as General Compensation for any previous year. (c) Calculation and Pavment
on a Quarterlv Basis -Grantee shall pay to the City for each quaner an -amount equal to the greater of: (i) one fourth (114) of the Minimum Annual Fee, calculated on the basis of a twelve
month Compensation Year, or (ii) 5% of Gross Revenues for such quarter. The greater of (i) or (ii) above shall be referred to as the "Quarterly Payment." Grantee shall forward a check
or money order in an amount equal to the Quanerly Payment by the fifteenth (15th) day of the calendar month immediately following the close Of the calendar quarter for which the payment
is c,,:lculated. Any necessary prorations shall be made. OFFICE OF THE CITY SECRETARY ...... 1""Ir" JI. ,n i"':!:n""T/lf\ ORDINANCE NO. 093-046
(d) Recalculation at end of Comoensation Year -At the end of each Compensation Year, Grantee shall recalculate the total General Compensation actually due. If additional amounts are
due the City by Grantee, said amounts shall be paid by the fifteenth (15th) day of the second month of the Compensation Year following the Compensation Year during which such amounts
were originally due. If amounts are found to be due the Grantee by the City, said amounts shall be credited by the fifteenth (15th) day of the second month of the Compensation ye?-I,
during which such amounts were originally due. Any necessary prorations shall be made. The compensation set forth in this Section 11 shall be exclusive of and in addition to all special
assessments and taxes of whatever nature, including, but not limited to, ad valorem taxes. In the event any Quarterly Payment is made after noon on the date due, Grantee shall pay a
late payment penalty of the greater of: (i) 5100 or (ii) simple interest at ten percent (10%) annual percentage rate of the total amount past due. As used in this Section 11. Gross Revenues
shall mean all revenues (exclusive of sales tax) collected by Grantee from operation of Grantee's Network installed pursuant to this agreement ordinance, and any related services provided
by the Grantee within the corporation limits of the City including but not limited to: (i) all telecommunications service revenue charges on a flat rate basis, (ii) all telecommunications
services charged on a usage sensitive or mileage basis, (iii) ail revenues from installation service charges, (iv) all revenues from connection or disconnection fees, (v) all revenues
from penalties or charges to customers for checks returned from banks, net of bank costs paid, (vi) all revenues from equipmentsold or rented to customer upon customer premises, (vii) all revenues from local service (viii) all revenues from authorized rental of conduit space, (ix) all revenues from authorized
rentals of any portion of Grantee's Network, including plant, facilities, or capacity leased to others, (x) all other revenues collected by Grantee from business pursued within the City,
and OFFICE OF ruE CITY SECRETARY nnr fI: 104397/11 ORDINANCE NO. 093-046
(xi) recoveries of bad debts previously written off and revenues from the sale or assignment of bad debts. Unrecovered bad debts charged off after diligent, unsuccessful efforts to collect
are excluded from Gross Revenues. Payment of money under this Section shall not in any way limit or inhibit any of the privileges or rights of the Town of Addison, whether under 'this
agreement ordinance or otherwise. Grantee shall fJ.le annually with the Director of Finance no later than ninety (90) days after the end of the Grantee's fiscal year, an audited statement
of revenues (for that year) attributable to the operations of the Grantee's Network within the Town of Addison pursuant to this ordinance. This statement shall present, in a fonn prescribed
in Exhibit A, a detailed breakdown of Gross Revenues and uncollectible accounts for the year. This statement shall be audited by an Independent Certified Public Accountant whose report
shall accompany the statement. Any transactions which have the effect of circumventing circumventing payment of required agreement fees andlor evasion of payment of agreement fees by
non-collection or nonreporting of Gross Revenues, bartering, or any other means which evade the actual collection of revenues for business pursut.':d by Grantee are prohibited. SECTION
12. WANER Except as provided in Section 22 of this ordinance, any provisions of the Town of Addison Code of Ordinances that are inconsistent with the terms, conditions and provisions
of this agreement ordinance are waived, provided, however, the City Council retains the right to terminate this agreement ordinance, whenever in its judgment Grantee's use of the public
streets, alleys, and rights-of-way is inconsistent with the public use or whenever the Grantee's use is likely to become a nuisance. SECTION 13. ACCOUNTS AND OTHER RECORDS AND REPORTS
AND INVESTIGATIONS (a) Grantee shall keep the City fully informed as to all matters in connection with or affecting the construction, reconstruction, removal, maintenance, operation,
and repair of Grantee's Network, Grantee's account methods and procedures in connection therewith, and the recording and reporting by Grantee of all revenues and uncollectibles. (b)
Grantee. shall keep complete and accurate books of account and records of its business and operations pursuant to. this agreement ordinance in accordance with generally accepted accounting
principals, subject to approval by the City. If required by the FCC, Grantee shall use the system of accounts and the forms of books, accounts, "records, and memoranda prescribed by
the FCC in 47CFR Part 32 or its successor and as may be further described herein. The City may require the OFFICE OF THE CITY SECRETARY ORDINANCE NO. 093-046
keeping of additional records or accounts which are reasonably necessary for purposes of identifying, accounting for, and reponing gross revenues and uncollectibles for purposes of Section
11. Grantee shall keep its books of account and records in such a way that breakdowns of revenues are available by type of service within the City. In order to determine the Gross Revenues
received by the Grantee for 􀁴􀁨􀁯􀁾􀁥 categories identified in Section 11, Grantee agrees that on the same date that payment is made, as provided in Section 11, it will fJ..1e with
the City Secretary a sworn copy of a repon in a form (Exhibit nAn) to be prescribed and acceptable to the City in sufficient detail to itemize revenues from each of the categories identified
in Section 11. City may, if it sees fit, have the books and records of Grantee examined by a representative of said City to ascertain the correctness of the reports agreed to be filed
herein. (c) Grantee shall rcpon to the City such other information relating to Grantee as the City may consider useful and shall comply with the City's determination of forms for reportS,
the time for reports, the frequency with which any reports are to be made, and if reports are to be made under oath. (d) Grantee shall provide the City with access at reasonable times
and for. reasonable purposes, to examine, audit, review, and/or obtain copies of the papers, books, accounts, documents, maps, plans and other records of Grantee pertaining to this agreement
ordinance. Grantee shall fully cooperate in making available its records and otherwise assisting in these activities. (e) The City may, at any time, 􀁭􀁡􀀮􀁾􀁥 inquires pertalllillg
to Grantee's operation of its Network within the Town of Addison. Grantee shall respond to such inquiries pertaining to Grantee's operating of its Network within the Town of Addison.
Grantee shall respond to such inquiries on a timely basis. (f) Grantee shall provide the City with notices of all petitions, applications, communications and reports submitted by Grantee
to the FCC, Securities and Exchange Commission and the PUC, or their successor agencies, relating to any matters affecting the use of City streets, alleys, and public rights-of-way and/or
the telecommunications operations authorized pursuant to this agreement ordinance. Upon written request from City, Grantee shall provide the City with copies of all such documentation.
SECITON 14. RULES AND REGULATIONS (a) The City may establish, after reasonable notice and hearing, such rules and regulations as may be in the pUblic interest regarding Grantee operations
with the City. OFFICE OF THE CITY SECRETARY nne i!. 104397/13 ORDINANCE NO. 093-046
(b) In order to ascertain any and all facts, the City shall have full power and authority from Grantee to (i) inspect, or cause to be inspected, the books and records of Grantee, (ii)
inventory and appraise, or cause to be inventoried or appraised, the property of Grantee within the Town of Addison, (iii) compel the attendance of witnesses and the production of books
and records, and (iv) prescribe pemlties for the failure or refusal of Grantee to testify or to produce books and records from time to time as· required. SECTION 15. ASSIGNMENT OR LEASE
OF AGREEMENT (a) Neither the agreement, the assets held by Grantee for use under this agreement ordinance, any rights nor privileges of Grantee under this agreement ordinance, Grantee's
Network capacity, or allowance of access to Grantee's Network, either separately or collectively, shall be sold, resold, assigned,· transferred or conveyed by Grantee to any other person,
fIrm, corporation affIliate or entity, without the prior written consent of the City by ordinance or resolution unless otherwise permitted in this agreement ordinance or by the City
Council. No such sale, assignment, transfer or conveyance by Grantee shall be approved by the City Council for one year after the passage of this agreement ordinance, unless such sale,
assignment, transfer or conveyance is to another City franchisee or licensee and the City Council determines such sale, assignment, transfer or conveyance is in the best interest of
the Town of Addison. Grantee may assign agreement to related affIliate once during the term of this agreement with prior notice and consent of City. In the event that the purchaser is
the holder of a like agreement held by the purchaser upon such terms and conditions as may be set out by the City Council when permission for merger is granted. Should the Grantee sell,
assign, transfer, conveyor otherwise dispose of any of its rights or its interests under this agreement ordinance, or attempt to do so, in violation of this requirement to obtain prior
consent, the City may revoke this agreement for default, in which event all rights and interest of the Grantee shall cease and no purported sale, assignment, transfer or conveyance shall
be effective. (b) Plant and facilities owned by Grantee located within public property shall never be leased or suble3.?ed to a provider or reseller of similar services for the purpose
of serving the reseller's own customers, except for the purpose of directly serving Grantee's end-user customers (including but not limited to hotels, motels, hospitals and buildings
with shared tenant services); provided, however, access services from interexchange or long distance carriers is not required. SECTION 16. lNDEMNITY Grantee shall indemnify, defend and
save whole and harmless, the City and all of its officers, agencies, and employees against and from any and all claims, suits, judgments, actions, losses, costs and expenses, including
attorneys' fees and costs or expenses incidental to the investi2:ation and defense of claims and lawsuits brought for, on behalf of or on account of any injuries or damages received
or sustained by any person, firm or corporation OFFICE OF THE CITY SECRETARY ORDINANCE NO. 093-046
or to any property, which may be occasioned by, or arising out of or from, the conduct of Grantee in connection with this agreement ordinance, the construction, reconstruction, expansion,
removal,maintenance, operation, or repair of Grantee's Network, the conduct of Grantee's business in the City pursuant to this agreement ordinance, any occurrence in connection with
the agreement ordinance, any and all claims and lawsuits arising from any breach or default on the part of Grantee in the performance of any term, condition, provision, covenant or agreement
to be performed by Grantee pursuant to this agreement ordinance, any act or omission of Grantee, or any of its agents, contractors, subcontractors, servants, employees or licensees,
or any relationship between Grantee and its end use customers and retailers whether caused by or attributable solely to Grantee and others, or the Grantor, the intent of this provision
being to bring this indemnity provision within the express negligence doctrine; and Grantee shall pay all judgments, with costs, counsel fees and expenses, which may be obtained. against
the City related to any such claim -City agrees to give Grantee prompt and reasonable notice of any claims or lawsuits; and Grantee shall have the right to investigate, compromise ·and
defend same to the extent of its own interest. The above indemnification shall not apply to any judgment or liability resulting from the gross negligence or willful misconduct of the
City. The terms and provisions contained in this Section are intended to be for the benefit of City and Grantee and are not intended to be for the benefit of any third party. SECTION
17. PRJNCIPAL OFFICE LOCATION Location of the Grantee's principal office shall be within the Dallas Metro area. Grantee shall always keep and maintain specific books, records, contracts,
accounts, documents, and papers for its operations within the City. All maps, plats, records and inventories and books of the Grantee, insofar as they show values and location of existing
propeny shall be preserved for use, if necessary, in connection with any future valuation of the propeny of the Grantee. SECTION 18. NOTICES All notices from Grantee to the City pursuant
to this agreement ordinance shall be directed to the Office of the City Manager, P. O. Box 144, Addison, Texas 75001, or to such officer as designated by the City Manager. All notices
to Grantee pursuant to this agreement ordinance shall be to such local corporate officer in the Dallas Metropolitan area· designated by Grantee. Grantee shall maintain within the Dallas
Metropolitan area through the term of this agreement ordinance an address for service of notices by mail. Grantee shall also maintain within the City a local telephone number operational
during normal business hours for the conduct of matters related to this agreement ordinance. Any change in address or telephone number shall be furnished to the City ten (10) days prior
to the change. SECTION 19. CONFIDENTIALITY OFFICE OF THE CITY SECRETARY ORDINANCE NO. 093-046
City agrees to use its best efforts to preserve the confidentiality of infonnation designated by Grantee as proprietary, to the extent pennitted by law. SECTION 20. VIOLATIONS If the
City has reason to believe that Grantee is in violation of this agreement, the City shall notify Grantee in writing of the violation setting forth the nature of such violati9n. \Vithin
five (5) days of receipt of such notice, Grantee shall respond in writing to provide explanation or documentation to support that the violation did not occur. Grantee shall be allowed
thirty (30) days to cure violations after written notice is received from the City. Upon evidence being received by the City that any violation of this agreement ordinance any City Charter
provisions or any ordinances lawfully regulating Grantee in the construction and operation of its Network is occurring, or has occurred, the City shall cause an investigation to be made.
If the City finds that such a violation exists or has occurred, the Grantee shall take appropriate steps to comply with the terms of this agreement ordinance and any lawful regulation.
Should Grantee fail to comply, after notice and opportUnity to cure, then the City may take any action authorized by law, including forfeiture of this agreement and a suit in court to
compel compliance. If, in any such proceedmg, default is finally established, Grantee shall be required to pay to the City the reasonable expenses incurred in the prosecution of such
suit and all the City's damages and costs (including attorneys' fees), but Grantee shall be allowed either by the court in the judgment of forfeiture or by order of the City Council,
a reasonable time thereafter, as fixed by such judgment or order, to correct the default and pay such expenses, damages and costs as it may be adjudged to pay, and if Grantee does so
correct and so pay within such time, forfeiture shall not become effective nor be enforced. SECI10N 21. FORFEITURE AND TERMINATION (a) In addition to all other rights and powers retained.
by the City City under this agreement ordinance or otherwise, the City reserves the right to terminate this agreement ordinance, and all rights and privileges of Grantee hereunder shall
cease in the event of substantial breach, subject to reasonable notice and opportunity to cure, of its terms and conditioI!S' A substantial breach by Grantee shall include, but shall
not be limited to, the following: (i) Grantee's violation of any material provision of the agreement ordinance or any material rule, order, regulation or determination of the City made
pursuant to this agreement ordinance; (ii) Grantee's failure to properly compensate the City as required in this agreement ordinance; OFFICE OF THE CITY SECRETARY -----u. 1t"'\4"'!n--:""jt.
ORDINANCE NO. 093-046
(iii) Grantee's attempt to evade any material provlSlon of the agreement ordinance or to practice any fraud or deceit upon the City or upon Grantee's end-user customers or interexchange
carriers; (iv) Grantee's failure to be capable of providing actual services to its end-user customers within twelve (12) months from the date of this agreement, unless otherwise authorized
by the City Council; (v) Grantee's failure to complete its construction and provide service as described in Section 3 of this agreement ordinance; (vi) Grantee's attempt to sell, transfer,
conveyor assign any of the rights and privileges granted pursuant to this agreement ordinance within one (1) year after the passage of this ordinance; (vii) Grantee's attempt to sell,
transfer, conveyor assign any of the rights and privileges granted pursuant to this agreement ordinance without City Council approval; (viii) Grantee's failure to respond or comply with
City requested reports, audits, statements and other information; (ix) Grantee's failure failure to operate its Network for sLx (6) months after it has been constructed; or (x) Grantee's
material misrepresentation of fact in its application or negotiations during the agreement process; or the conviction of any director, officer, employee or agent of Grantee for the offense
of bribery or fraud connected with or resulting from the award of the agreement to Grantee. SECTION 22. POllCE POWERS In accepting this agreement ordinance, the Grantee acknowledges
that its rights hereunder are subject to the police power of the Town of Addison to adopt and enforce general ordinances necessary to the safety and welfare of the public; and Grantee
shall comply with all applicable general laws and ordinances enacted by the City pursuant to such powers. Any conflict between. the provisions of this agreement ordinance and any other
present or future lawful exercise of the City'S police powers shall be resolved in favor of the latter. SECTION 23. CITY MANAGER The City Manager may delegate the exercise of any and
all of the powers conferred upon the City by its Charter or by general law relating to the administration and OFFICE OF THE CITY SECRETARY ORDINANCE NO. 093-046
enforcement of this agreement ordinance and to the Grantee's exercise of the rights and privileges herein conferred. SECTION 24. GOVERNING LAW This agreement ordinance is passed subject
to the prqvisions of the Constitution and laws of the State of Texas and the Charter and ordinances of the Town of Addison. SECTION 25. FORCE MAJEURE The time within which Grantee shall
be required to perform any act under the agreement ordinance shall be extended by a period of time equal to the number of days due to a force majeure. The term "force Majeure" shall
mean delays due to acts of God, war, civil disturbances, fIre, unavoidable casualty, CODStruction delays due to weather, or other similar 􀁣􀁡􀁵􀁾􀀻􀀺􀀺 beyond the control of Grantee.
Notwithstanding anything contained anywhere else in this agreement ordinance, Grantee shall not be excused from performance of any of its obligatioDS under this agreement ordinance by
misfeasance or malfeasance of its directors, officers or employees or by mere economic hardship. SECTION 26. SEVERABUlTY If any section, subsection, sentence, clause, phrase, term, prOVISIon,
condition, covenant or portion of this agreement ordinance is for any reason held invalid or· unenforceable by any court of competent jurisdiction, the remainder of this agreement ordinance
shall not be affected thereby but shall be deemed as a separate, distinct and independent provision, and such holding shall not affect the validity of the remaining portions hereof,
and each remaining section, subsection, sentence, clause, phrase, term, provision, condition, covenant and portion of this agreement ordinance shall be valid and enforceable to the fullest
extent permitted by law. SECfION 27. ACCEPTANCE OF 􀁁􀁇􀁾 Grantee shall, within thirty (30) days after the passage of this agreement ordinance, fIle in the office of the City Secretary
a written instrument accepting this agreement ordinance and all terms and conditions thereof, signed and acknowledged by its proper officers in a form acceptable to the City. Grantee
shall not commence construction, operation or activation of its Network until providing City with the required insurance, bond and acceptance. SECfION 28. EFFECTIVE DATE This agreement
ordinance shall take effect immediately from and after its passage and acceptance in accordance with the provisions of the Charter of the Town of Addison and it is accordingly so ordained.
OFFICE OF THE CITY SECRETARY TVV-' 9· 1fU19j/lS ORDINANCE NO. 093-046
DULY PASSED BY TIIE CITY COUNcn.. OF THE TOWN OF ADDISON, TEXAS, on this the 24th day of Auaust • 1993. ATTEST: 􀁾􀀯􀀧􀁩􀁊􀁾􀀭􀁊 CITY 􀁳􀁾􀁔􀁁􀁒 OFFICE OF THE CITY SECRETARY n("\( II-IM397/19
ORDINA.NCE NO. 093-046
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06/12/95 15:35 􀁾􀀱􀀱􀀡􀀮􀀧􀁬􀁥􀀭􀁴􀁬􀀭􀁲􀁯􀀭􀀭􀀭􀀭􀀧􀀱 Mel METPCi 􀁾 2149316fA3 2250 llkoside Blvd. RicI1a,d-,D"" TX 750132 2H91S',938 June 12, 1995 tiC:. f,)4 P002/021 ... Jolm Baumgartner
Town of Addison Public Works Department P.O. Box 144 Addison, TX 7500 1 Dear Mr. Baumgartner. Enclosed is the proposed Street Use Agreement between the Town of Addison and MCImetro Access
Transmission Services, Inc. MCImetro has made all of the revisions pursuant to our last meeting. 1hope to finalize negotiations and the document in our next meeting on June 14 at 2:00
p.m. Sincerely, 􀁾􀁵􀁦􀀮􀁾􀁶 Laurie L. Fisher cc: Ken Dipple w/enclosure Jim Harlan w/o enclosure
06/12/95 15:35 Mel METRO 7 2149315643 ORDINANCE NO. i'V:: ;:.44 P003/021 DRAFT Drall -\4<1 RtMsed: t)6IUI'}5 (MilD) • Il::5"-m AN ORDIN'ANCE OF THE TOWN OF ADDISON, TEXAS, GRANTING TO
Mel METRO ACCESS TRANSMISSION SERVICES, INC. (f1MCIMtI) A STREET USE AND RENTAL AGREEMENT FOR TIlE PURPOSE OF CONSTRUCTING, MAINTAINING AND OPERATING ITS FillER OPTIC NETWORK IN PUBLIC
STREETS, ALLEYS, AND RlGHfS-OF-WAY IN THE TOWN OF ADDISON; PROVIDING FOR TIIE CONDITIONS ... GOVERNING THE CONSTRUCTION, EXPANSION, U$J;;, RECONSTRUCTION, EXCAVATION, MAINTENANCE AND
OPERATION OP,'A FffiER OPTIC NElWORK; PROVIDING FOR A BOND AND INSURANCE:; PROVIDING FOR TIlE REGISTRAnON OF WORK BY OTHERS, CONSTRUCTION BY ABUTTING OWNERS AND REQUlRlNG ALTERATION
TO CONFORM WITH PUBLIC IMPROVEMENTS; PROVIDINGFOR TIlE CITY'S RIGHT TO USE CERTAIN PORTIONS OF TIIE FIBER OPTIC NETWORK; PROVIDING FOR COMPENSATION FOR THE PR1VILEGES CONFERRED UNDER
nus STREET USE AND RENTAL AGREEMENT; PROvmTNfi FOR ACCOUNTING AND OTIlER INFOR.MATION; PROVIDING FOR CONDITIONS CONCERNING RENEWAL; PROVIDING FOR CONDITIONS OF TRANSFER OR ASSIGNMENT;
PROVIDING AN INDEMNITY 􀁃􀁌􀁁􀁕􀁓􀁅􀁾 PROVIDING FOR ALOCAL OFFICE PROVIDING FOR CONSEQUENCES OF AGREEMENT VIOLATIONS PROVIDING FOR COMPLIANCE WITH EXISTING LAWS; PROVIDlNG FOR WRITTEN
ACCEPTANCE OF THE TERMS OF THIS AGREEMENT; AND PROVIDING AN EFFECTIVE DATE. NOWt THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE TOWN OF ADDISON, TEXAS SECTION 1. DEFINITIONS For
the purpose ofthis ordinartce, the following tenns. phrases,. words, abbreviations and their derivations shall have the meaning given herein unless more specifically defined within other
sectioQs of this ordinance. When not inconsistent with the context, words used in the present tense include the future tense, words in the single number include the plural number. The
word "shall" is always mandato1)'. and not merely directory, A. "Acceptance Fee" means the amount payable based on a fonnula of $1.00 per linear foot ofstreets traversed, and $1,000
per public street crossing that is underground for the initial construction phase. Initial construction phase shall mean the initial loop built within the City as part of an initial
Dallas Metroplex loop. B. "General Compensation" means the amount Grantee is required to pay City under Section] 1. -1-
06/12/95 15:36 Mel METRO 􀁾 2149316643 NO.644 P004/021 c. D. E. F. G. H. I. 1. K. L. IfAnnual Gross Revenue Based Fee" means an amount equal to five percent (5%) of (i) Granteels Gross
Revenues received by Grantee during the year for the operati&n of Grantee's Network within the City, and (ii) a proportionate share of 􀁇􀁲􀁡􀁮􀁴􀁥􀁥􀁾􀁳 Gross Revenue derived from the
physical interconnection ofGranteels Network 􀁷􀁩􀀮􀁴􀁾 other cities. i . lICity" shall mean the Town of Addison, a home-rule municipal corporation. ", . "Anniversary Datell shall mean
the date on which this agreement is accepted by fhe company. "Fiber Optic Telecommunications NetworkH or lINetworkft shall mean the Company's system ofcables, wires, lines, towers, wave
guides, optic fiber, microwave, and any associated converters, equipment, or facilities designed and constructed for the purpose of producing, receiving, amplifying or distributing by
audio, video or other fonns ofelectronic signals to or from subscribers or locations within the City. "Company" or I'Grantee" shall mean MCI Metro Access Transmission Services) Inc.,
its successors and assigns. "Day or days" shall mean a calendar day or days, "Directortl shall mean the Director of the Finance Department of the City or his designee. "Gross Revenue"
shall mean all receipts collected by the Company for all communications and related operations and services within the corporate limits of the City as well as any other revenue arising
from the operation or possession of this franchise. By way of example, but without limitation, tlGross Revenue" includes the sale or lease ofcustomer premise equipment, installation
charges, access charges paid to the Company by other carriers, street use and rental fees and occupation taxes surcharged to customer, and the lease or resale of lines or circuit paths
to third parties. "GrOSS Revenuell does not include revenue uncollectible from customers (bad 􀁤􀁥􀁾􀁴􀁳􀀩 or payments received for Fonstmction reimbursements. 􀀮􀀻􀁾 /'i) , ,.....e..
G lin J'fLhIi(j VJt61l::s 􀁰􀁾 j,c.-(do>;ts "Director of:taginow8" shall mean the Director of the City·s EugiAeci ing Department or his designate. "Compensation Year" means each calendar
year during the tenn of this franchise agreement in which General Compensation is paid by Grantee to the City. 􀁾􀀲􀀭
'. 06/12/95 15:37 Mel METRO 7 2149316643 NO.644 P005/021 Draft -ItIL<! RcylSfd: 06l121'J!!i (Moo) • 11:54am SECTION 2. GRANT OF CERTAIN RIGHTS ·'_1.'. There is hereby granted, subject
to the City's prompt receipt of monetary and services compensation. to Mel Metro Access Transmission Services, Inc., a corporation, hereinafter called "Grantee". for an initial term
often (1 0) years from passage ofthis streets use and rental agreement (thereinafter referred to as the agreement, agreement ordinance or ordinance) (unless otherwise terminated as provided
for herein), the non-exclusive right and privilege to have, acquire, construct•. expand, 􀁲􀁥􀁣􀁯􀁮􀁳􀁴􀁲􀁵􀁾 maintain, use and operate in, along, across, on, over. through, above and
un,der the public streets, alleys and 􀁲􀁩􀁧􀁨􀁴􀁳􀀭􀁯􀁦􀁾􀁷􀁡􀁹 ofthe City, a Fiber Optics Telecommunications 􀁎􀁥􀁴􀁗􀁾􀁲􀁫 r (the "Networkll), which shall be limited to telecommunications
services including: audio, video, data, voice and signalling communications services. Grantee shall not provide setVices directly regulated by the Texas Public Utility Commission (the
"PUCtl ) under the Texas Public Utility Regulatory Act unless authorized by the PUC, state or Federal law. Grantee shall not provide cable services or operate a cable system as defined
in the Cable Communications Policy Act of 1992 (47 U.S,C.A. §521, et seq., as amended) or as recognized by the Federal Communications Commission (the 'IFCC") without first obtaining
a cable franchise from the Town of Addison shall not allow the use of the Network by a cable system that has not been granted authority by the City. This agreement ordinance is granted
to Grantee solely for the purpose of directly serving its end-user customers (including hotels, motels, hospitals and buildings with shared tenant services) and common carriers. This
ordinance does not require Grantee to provide ubiquitous service throughout the entire city as a public service provider. SECTION 3. CONSTRUCfION, MAINTENANCE, EXPANSION, 􀁒􀁅􀁃􀁏􀁎􀁓􀁔􀁒􀁕􀁃􀁔􀁉􀁏􀁎
􀁾 AND EXCAVATION a. The construction, expansion, reconstruction, excavation, use, maintenance and operation of Grantee's Network, facilities and property shall be subject to all lawful
police regulations of the City and perlormed in accordance with the City's regulations for utility location and coordination. In addition to any other City regulations or requirements,
thirty (30) days prior to the commencement ofconstruction within the City's rights-of-way, Grantee shall provide the City Engineer (or such other officials as the City may designate
from time to time) each with a copy of the construction work plansand drawings. Grantee shall not proceed with construction within the City's rights-of-way until the plans and drawings ha.ve been approved in writing by the proper City officials. .
b. Upon request of the City. Grantee shall remove and abate any portion ofthe Network or any facility that is dangerous to life or property, and in case Grantee, after notice, fails
or refuses to act, the City may remove or abate the same, at the sale cost and expense of Grantee, all without compensation or liability for damages to Grantee, Grantee shall promptly
restore the public streets, alleys and rights-or-way to their condition prior to Grantee's construction, maintenance, or excavation, to the reasonable satisfaction ofthe City /\ -3-
06/12/95 15:38 Me I 􀁾􀀱􀁅􀁔􀁒􀁏 􀁾 2149316643 NO.644 P006/021 I!WL.: Lau 􀁒􀁾􀁪􀁬􀁬􀀵􀁬􀀡􀀻 0&'12!!J5 (Moo). 􀁬􀀱􀁾􀁓􀀴􀁡􀁭 Engineer. Grantee shall excavate only for the construction,
installation, expansion, repair, removal, and maintenance ofall or a portion ofits Network. c. Except in an emergency, Grantee shall not excavate any pavement in any public alley or
street or significant amounts of any unpaved public right-or-way without first securing permission ofthe City Engineer, but such permission shall be given if the proposed excavation
is in accordance with the terms of this ordinance. The City Engineer shall be notified as soon as practicable regarding work perfonned under emergency conditions; and Grantee shall comply
with the City Engineer reasonable requirements for restoration ofany disturbed public property. d. Within thirty (30) days ofcompletion ofeach segment ofGrantee's Network, Grantee shall
supply the City with a complete set of lias builtH drawings for that segment. Further, after each replacement, relocation, reconstruction, or removal, Grantee shaJl promptly notifY the
City ofthe exact changes made and shall provide a new set of "as built" drawings of each modification to the City Engineer. Grantee shall provide annually a complete set of lias built"
drawings incorporating these changes. Grantee shall obtain the City's approval before any system changes are made. e. Grantee shall complete construction and full activation ofits initial
Network witJ::Un 24 months after passage ofthis franchise ordinance. Further, Grantee shall be capable ofproviding service to customers no later than twenty-four (24) months after completion
of construction ofits initial Network. SECTION 4. TERM OF AGREEMENT Upon the filing with the City by the Grantee ofthe acceptance required herein, this agreement shall be in full force
and effect for a tenn and period often (10) years, beginning 011 the Anniversary Date. This agreement shall be automaticaJly renewed for one subsequent ten (10) year period unless either
party shall file ninety (90) day prior written notice of cancellation to the other and the other shall have responded their acknowledgement in a similar form. SECTION 5. CONSTRUCTION
WORK REGUlATION BY CITY AND UNDERGROUND CONDUIT USED BY CITY a. All work done in connection with the construction, expansion, reconstruction, maintenance or repair ofthe Network shall
be subject to and governed by all laws, rules, and regulations of the City, and Grantee shall place all facilities underground according to reasonable requirements that may be adopted
from time to time by the City; provided, however, Grantee shall be given due notice and shall be entitled, upon request, to a hearing before the City Council of the Town of Addison prior
to the adoption of any such requirements, and further provided that Grantee may present evidence to demonstrate that such requirements will substantially impair its ability to recover
its operation expenses.
06/12/95 15:39 Mel METRO 􀁾 2149316643 NO.644 P007/021 OntO • La.'lt R""i"£d; 06111195 (Mon) • ll:S4am b. All excavations and other construction in the public streets, alleys, and rightsof-way
shall be carried on to interfere as little as practicable with the use of public and private property and in accordance with any direction given by the City under the police and regulatory
powers of the City. c. Grantee may be required by the City to construct portions of the Network, Or all ofits Network. Wlderground, or to share duct trench space owned and maintained
by any upon reasonable, non-discriminatory terms and at fair market value. d. Any facilities of other persons or entities that are attached to or within Grantee's Network shall be placed.
replaced; maintained and removed in a safe manner so that the attachment does not interfere unnecessarily with the erecti{;-: ;eplacement operation, repair or maintenance ofthe Network
or other persons or entitit;: jsing the same Network. Grantee shall not be required to share trench space ofany other person or entity franchised by the City, if it can be satisfactorily
shown that thereby Grantee will be subjected to increased risks of interruption to its service or to increased liability for accidents, or if the facilities of such other person or entity
are not of the character, design and construction required by, or are not being maintained in accordance with current practice Provided, however, nothing herein shall modify or abrogate
the power of the City to require any holder ofa franchise Or any street use and rental agreement or similar agreement from the City to allow use ofits facilities by any other holder
of a City franchise pursuant to the City Charter. SECTION 6. BONDS iI.. Grantee shall obtain and maintain, at its sole cost and expense, and tile with the City SecretaIy. a corporate
surety bond with a surety company authorized to do business in the State of Texas and found acceptable by the City Attomey, in the amount of Two Hundred Fifty Thousand Dollars ($250,000)
both to guarantee the timely construction and full activation of Grantee's Network and to secure Grantee's performance ofits obligations and faithful adherence to all requirements ofthis
agreement ordinance. After the first five (5) years ofthe initial term, bond requirement &hall be reduced to One Hundred Thousand Dollars ($100,000). Grantee shall provide this corporate
surety bond at the time of filing the acceptance offranchise, as required by Section 27 herein. b. Any extension to the prescribed time limit of one hundred percent (] 00%) of the initial
Network miles within twenty four (24) months shall be authorized by the Cit\ Council. Such extension shall be authorized only when the City Council detennines that sue;, extension is
necessary and appropriate due to causes beyond the control of Grantee. c. The rights reserved to the City with respect to the bond are in 􀁡􀁤􀁾􀂷􀀻 to all other rights ofthe City, whether
reserved by this agreement ordinance or authorL":,,i.:;;; >'/law; 􀀭􀁳􀁾
06/12/95 15:39 Mel METRO 7 2149316643 HO.544 P008/021 DNB -Last 􀁒􀁾􀁩􀁭􀀡􀀻 0611219$ <Mon). 1l:S4alll and no action, proceeding or exercise ofa right with respect to such bond shall
affect any other rights the City may have. d. The bond shall contain the following endorsement: It is hereby understood and agreed that this bond may not be cancelled by the surety nOf
any intention not to renew be exercised by the surety until sixty (60) days after receipt by the City; by registered mail; of written notice ofsuch intent. SECTION 7. INSURANCE a. Grantee
shall obtain and maintain in full force and effect throughout the term of this agreement ordinance, and any ex:tension or renewal thereof, insurance with an insurance company licensed
to do business in the State of Texas, approved by the State of Texas and acceptable to the City. All 􀁣􀁯􀁭􀁬􀁬􀀺􀁭􀁩􀁰􀀮􀁾 will he fc-quired to be rat.d A-VI UJ butter by A.M. Best
or A or better by Standard and Poor. The insurance shall be issued in the standard fonn approved by the State Board of Insurance. Grantee shall provide City with proof of such insurance
so required at the time of filing the acceptance of franchise, as required by Section 27 herein. The City reserves the right to review these insurance requirements during the effective
period ofthe agreement ordinance and any extension or renewal thereof. and to adjust insurance coverage and their limits when deemed necessary and prudent by the City Manager, based
upon changes in statutory law, court decisions) or the claims history of the industry or the Grantee. b. Subject to the Grantee's right to maintain reasonable deductibles in such amounts
as are approved by the City, Grantee shall obtain and maintain in full force and effect for the duration of this agreement 􀁯􀁲􀁤􀁩􀁮􀁡􀁮􀁣􀁥􀁾 and any extension or renewal thereof,
at Grantee's sole expense, insurance policy coverage in the following type and minimum amounts: 1. 2. TYPE Worker's Compensation and Employer's Liability . Commercial General (public)
Liability· to incluct: coverage for the folfowing where the exposure exists: AMOUNT Statutory $500,000/500,000/100,000 (i) (ii) (iii) (iv) (v) Premises operations Independent contractors
Products/completed Personal injury Contractual liability Combined 􀁳􀁩􀁮􀁾􀁥 limit for bodily injury and property 􀁡􀀡􀁬􀁭􀁡􀁧􀁥􀁾 $3,000)000 per occurrence or 1tS equivalent
(vi) 06/12/95 15:40 .-3. Mel METRO 􀁾 2149316643 Explosion) collapse and underground property damage Comprehensive Automobile insurance coverage for loading and unloading hazards, for:
NO.644 P009/021 (i) (ii) (ill) Ownedlleased automobiles Non-owed automobiles Hired automobiles Combined single limit for bodily injury and property 􀁱􀁡􀁭􀁡􀁧􀁾 $1,000,000 per occurrence
or Its equivalent. \; c. The City shall be entitled, upon request and withoQt expense, to review copies of the policies and aJl endorsements thereto_ The City may make any reasonable
requests for deletion" revision or modification ofparticular policy terms, conditions, limitations or exclusions, except where policy provisions are established by law or regulation
binding upon either City or Grantee or upon the underwriter for any of such policies. Upon request for deletion, revision or modification by the City, Grantee shall exercise reasonable
efforts to accomplish the changes in policy coverage, and shaH pay the cost thereof. d. Grantee agrees that with respect to the above-required insurance, all insurance contracts will
contain the following required provisions: (i) Name the Town of Addison and its officers, employees, board members and elected representatives as additional insured (as the interests
of each insured may appear) as to all applicable coverage; (ii) Provide for fony-five (45) days notice to the City for cancellation, non-renewal, or material 􀁣􀁨􀁡􀁮􀁧􀁥􀁾 (iii) Provide
for notice to the Director ofFinance by certified 􀁭􀁡􀁩􀁬􀁾 and (iv) Provide that all provisions of the agreement ordinance, as amended, concerning liability, duty, and standard care,
including the Indemnity, Section 16, ofthis agreement ordinance, shall be underwritten by contractual coverage sufficient to include such obligations within applicable policies. e. The
insurance policies obtained by Grantee in compliance with this Section shall be subject to approval by the City, and such proofof insurance, along with written evidence of payment of
required premiums, shall be filed and maintained with the Director of Finance during the tenn ofthis agreement ordinance, or any extension or renewal thereof, and may be changed from
time to time to retlect chaJ'lging liability limits, as requited by the City. Grantee shall immediately advise the City Attorney of any actual or potential litigation that may develop
that would affect this insurance.
05/12/95 15:41 Mer METRO 􀁾 2149315543 NO.544 P010/021 DrlIIl • lont RflIlSEd: Olill:l:m (Mon). Jl:5-l1m f 􀁉􀁲􀁾􀁳􀁵􀁲􀁥􀁲􀁳 shall have no right of recovery against the City. it being
the intention that the insurance policies shall protect Grantee and the City and shall be primary coverage for all losses covered by the pollcjes. g. The policy clause "Other Insurancell
shall not apply to the Town ofAddison where the City is an insured on the policy. h. Companies issuing the insurance policies shall ,have no recourse against the Town ofAddison for payment
ofany premiums or assessments which all are set at the sole risk ofthe Grantee. SECTION 8. WORK BY OTHERS, CONSTRUCTION BY ABUTTING OWNERS, ALTERATION TO CONFORM WITH PUBLIC IMPROVEMENT
a. The City reserves the right to lay and pennit to be laid, sewer, gas, water, and other pipe lines or cables and conduits, and to do and pennit to be done, any underground and overhead
work that may be deemed necessary or proper by the City in, across, along, over or under under any public street, alley, or right-or-way occupied by Grantee, and to change any curb or
sidewalk or the grade ofany street. In permitting such work to be done, the City shall not be liable to Grantee for any damages not willfully and directly caused by the soJe negligence
ofthe 􀁃􀁩􀁴􀁹􀁾 provided, however, nothing herein shall relieve any other person or entity from 􀁬􀁩􀁡􀁆􀁾􀀬􀁜􀀧 for damage to Gtantee1s Network. All work performed will be in accordance
to the City mall for Utility Location and Coordination. b. In the event that the City authorizes abutting landowners t· . ".,.' space under the swfi.ce ofany public street, alley, or
right-of-way, such grant to an abU)' .'.. ·;i.downer shall be subject to the rights herein granted to Grantee. In the event that the City shall close or abandon any public street, alley,
or right-of-way which contains any portion of Grantee's Network, any conveyance of land contained in such closed or abandoned public street, alley, highway, or right-or-way shall be
subject to the rights herein 􀁧􀁲􀁡􀁮􀁴􀁾􀁤 .. c. Whenever by reason ofthe changes in the grade of any street or in the location or the manner ofconstructing any water pipes, gas pipes,
sewers, or any other underground or overhead structure for any City purpose whatever, it shall be deemed necessary by the City to atter, change, adapt or conform a portion of Grantee's
Network thereto. such alterations or changes shall be promptly made by Grantee when ordered in writing by the City If such requirements impose a financial hardship, Grantee may present
alternative proposals to the City, and the City shall give due consideration to such alternative proposals, The City shaH not require Grantee to remove its Network entirely from such
public right-of-way. The City shall have the right to require Grantee to adapt or confonn its Network, or to alter, relocate or change its Network to enable the City to use, or to use
with greater convenience, any public street, alley or right-of-way, If the City requires Grantee to adapt or confonn its Network, or in any way or manner to alter, relocate or change
its Network to enable any other entity OT person, except for -8-
06/12/95 15:41 Mel METRO 7 2149316643 NO.644 P011/021 Q[!!\ -Last Revl.....I1: 􀀰􀀶􀁬􀁪􀀱􀀭􀁾􀁓 (MOD)' 􀀱􀀱􀁾􀀵􀀴􀁡􀁭 the City, to use. or to use with greater convenience, any public
street; alley or right-of-way, Grantee shall not be required to make any such changes until such other entity or person shall have Wldertaken, "With solvent bond satisfactory to Grantee,
to reimburse Grantee for any loss or expense which will be caused by, or arise out ofsuch change. alteration or relocation ofGrantee's 􀁎􀁥􀁴􀁷􀁯􀁲􀁫􀁾 pro'Vided, however, that the City
shall never be liable for such reimbursement. • d. In the event that Grantee has not relocated those ofits affected facilities which are located in a public street, alley, or right-of-way
within a reasonable length of time (as detennined by the Cityls Director ofEngineer) prior to the CitYs commencement date for,public street, alley. or right-of-way construction the City
shall have the right to relocate or cause to be relocated the affected portion ofGrantee's Network, and the Grantee shall reimburse the City for all costs of relocation. e. During the
tenn of this agreement, Grantee shall be liable to the City for the acts or omissions of any entity used by Grantee (including an affiliate) when such entity is involved directly or
indirectly in the construction, installation, maintenance or operations of Grantee's Network as if the acts or omissions of such entity were the acts or omissions of Grantee. SECTION
9. COMPLIANCE WITH CITY CHARTER Grantee recognizes, accepts and agrees that the terms, conditions, and provisions of this agreement are subject to the applicable provisions ofthe Town
of Addison Charter. Any rew:est by Grantee for a modification to this agreement shall be subject to review by the City Attorney for compliance with the applicable provisions of the City
Charter. Grantee agrees to provide two (2) dark fiber pair to the City free of cost for its own internal telecommunications use pursuant to the following terms and conditions: .... SECTION
10. SERVICE TO THE CITY i) Two single mode fiber optic pair will be made available to the City free of cost within the portion ofthe Grantee's Network constructed within public rights-of
way (excluding building entrance links); . ii) sixty days (60) j..... "'.)i to construction, the City shall notifY Grantee of its intention to use such fiber along the designated route
and the location ofcity designated splice points; iii) City shau pay Grantee 􀀬􀁾􀁳 direetcost of materials and labor plus fifteen percent (15%) for all buill1ing entranr.r.lt links.
s.plir.f>,li (if 􀁡􀁲􀀨􀀧􀀬􀁦􀀮􀀧􀁾􀀵􀀱􀁩􀁮􀁥􀀭􀀵􀁮􀁥􀁣􀁥􀁩􀁬􀁾􀁡􀁲􀁹to COIUl/ict City faciliti8& to Grnntoo's Network;
05/12/95 -e., . 15:42 r1C I METRD cl 2149315543 ", f,",􀀻􀀻􀁾􀀭􀀢􀁙􀁬􀀧 "tL, ", 1 . I!m1J. • Uilt g",,!qd: 0&'121% (MOD) • 11:$4aJo iv) Grantee will Construct City's building entrance
links within one hundred and twenty days of the City's written request; v) Grantee will provide physical network maintenance for aU City fiber and splice points (points contained within
Grantee's Network facilities); vi) these fibers, and the transmission capacity provided hereunder shall not be used, either directly or)ndirectly, for saJe, donation, trade, barter or
resale to any third parties; . 􀁾􀀩􀀮 the City will assist Grantee in obtaining any permits necessary for die purpose of 􀁣􀁯􀁾􀁥􀁣􀁴􀁩 , " City facdmes), _􀁾􀁾􀀨􀁦􀀮􀁕􀀴􀁾􀁣􀁮 d/s 􀁾􀁳􀁦􀁾
GINM4-k s I. 􀁊􀁾􀀧 \".,.,. ;£,.. 􀁾􀁰􀀭􀁾􀁥􀀮􀀮 ur' ) _/􀁥􀀢􀀬􀀬􀀭􀀡􀀬􀀬􀁾􀀺􀀧 􀁾􀁉􀀯􀁾􀀯􀁊􀀺􀁩􀁫 ;' s b..<:.//;:;''e5 t,A..f}􀁾 􀁲􀁾􀁾 t,iJLS.-t' tr[ /.) " I. /. ' , SECTION 11. f
COMPENSAnON TO THE CITY 􀀮􀁦􀀭􀁾􀁾􀁾􀁾 f rl/"> 􀁾􀁲􀀷 a. Acceptance Fee -The Grantee agrees to pay upon completion ofconstruction ofits initial Network a one time acceptance fee to the
City the sum of One Dollar ($1.00) per linear foot ofthe City'S streets traversed and a fee ofOne Thousand Dollars ($1,000) per public street crossing that is underground at underground
and after acceptance of the agreement pursuant to Section 27. In any event, Grantee1s use of leased conduit facilities for Netv' purposes shall not require this per linear foot charge.
Additionally, Grantee shall not be re( to pay this fee again in the same duct for additional usage or new franchises by Grantee " assigns.b. General Compensation -For the reason that
the public streets, alleys and rightsof-way to be used by Grantee in the operation ofits Network within the boundaries ofthe City are valuable public properties, acquired and maintained
by the City at a great expense to its taxpayers, and that the grant to Grantee ofthe use of said public streets, alleys and rights-of-way is a. valuable property right without which
Grantee would be required to invest substantial capital in right-of-way costs and acquisitions, the Grantee agrees to pay to the City as General Compensation during each year of this
agreement ordinance, a sum equal to the greater ofthe Minimum Annual Fee or Annual Gross Revenue Based Fee. The minimum annual fee for 'Eke first sear Q$gpeFatiert shall be $5,000. c.
CakuliitioJ] and Payment on a Quarterly Basi$ -Grantee shaH pay to the City for each quarter an amount equal to the greater of: (i) one fowth (1/4) ofthe Minimwn AnnuaJ Fee, calculated
on the basis of a twelve month Compensation Year, O[ (ii) 5% ofGross Revenues fOf such quarter. -10-
06/12/95 15:43 Mer METRO 􀁾 2149316643 N,O.ft44 P013/021 /Dhl.ll -Last Rll1'Ised: 06112/95 <Moo) -11:.!!4am The greater of(i) or (ii) above shall be referred to as the "Quarterly Payment."
Grantee shall forward a check or money order in an amount equal to the QuarterJy Payment by the fifteenth (15th) day ofthe calendar month immediately following the close ofthe calendar
quarter for which the payment is calculated. Any necessary prorations shall be made. d. Recalculation at end ofCompensation Year -At the end ofeach Compensation Year) Grantee shall recalculate
the total Genera! Compensation actually due. If additional amounts are due the City by Grantee) said amoWlts shall be paid by 􀁴􀁨􀁾􀀮􀁦􀁩􀁦􀁴􀁥􀁥􀁮􀁴􀁨 (15th) day ofthe second month
ofthe Compensation Year fonowing the Compensation Year during which such amounts were originally due. If amounts are found to be due the Grantee by the City, said amounts shall be credited
by the fifteenth (15th) day ofthe second month of the Compensation year; during which such amounts were originally due. Any necessary prorations shall be made. The compensation set forth
in this Section II shall be exclusive of and in addition to all special assessments and taxes ofwhatever nature, including, but not limited to, ad valorem ta.xes. In the event any Quarterly
Payment is made after noon on the date due) Grantee shall pay a late payment penalty of the greater of: (i) $100 or (ii) simple interest at ten percent (10%) per annum ofthe total sum
due. As used in this Section 11, Gross Revenues shall mean all revenues (exclusive of sales tax) collected by Grantee from operation ofGrantee's Network installed pursuant to this agreement
ordinance, and any related services provided by the C'.rrantee within the corporation limits ofthe City including but not limited to: (i) all telecommunications· service revenue charges
on a flat rate basis, Oi) all telecommunications services charged on a usage sensitive or mileage basis, (iii) all revenues from installation service charges, (iv) all revenues from
connection or disconne('1ion fees, (v) all revenues from penalties or charges to customers for checks returned from banks, net ofbank costs paid, (vi) all revenues from equipment sold
or rented to customer upon customer prel111S€S, (vii) all revenues from local service, (viii) all revenues from authorized rental ofconduit space) (ix:) all revenues from authorized
rentals ofany portion ofGrantee's Network, including plant, facilities, or capacity leased to others, -11-/
06/12/95 15:44 Mel METRO 􀁾 2149316643 1'10.644 P014/021 Doll; • 􀁌􀁡􀀮􀁾􀁴 􀁒􀁾􀁉􀁩􀀼􀁥􀁤􀀺 I)6IUllIlI (Moo). lH4am (x) all other revenues collected by Grantee from business pursued
within the City, and (xi) Unrecovered bad debts charged oft' after diligent, unsuccessful efforts to collect are excluded from Gross Revenues . Payment ofmoney under this Section shall
not in any way limit or inhibit any ofthe privileges Or rights ofthe Town of Addison, whether under this agreement ordinance or otherwise. Grantee shall file annually with the Director
ofFinance no later than ninety (90) days after the end of the Grantee's fiscal year, a statement ofrevenues (for that year) attributable to the operations ofthe Grantee's Network within
the Town ofAddison pursuant to this ordinance. This statement shaH present, in a fonn prescribed in Exhibit A, a detailed breakdown ofGross Revenues and uncollectible accounts for the
year. This statement shall be prepared by an Independent Certified Public Accountant whose report shall accompany the statement. Any transactions which have the effect of circumventing
payment of required agreement fees andlor evasion of payment of agreement fees by non-collection or non-reporting of Gross Revenues, bartering, or any other means which evade the actual
collection of revenues for business pursued by Grantee are prohibited_ SECTION 12. WAIVER Except as provided in Section 22 ofthis ordinance, any provisions of the Town of Addison Code
ofOrdinances that are inconsistent with the terms, conditions and provisions ofthis agreement ordinance are waived. SECTION 13. ACCOUNTS AND OTHER ltECORDS -AND REPORTS AND INVESTIGATIONS
a. Grantee shall keep the City fully infonned as to ail matters in connection with or affecting the construction, reconstruction, removal, maintenance, operation, and repair of Grantee's
Network, Grantee's account methods and procedures in connection therewith, and the recording and reporting by Grantee ofall revenues and 􀁵􀁮􀁣􀁯􀁬􀁬􀁥􀁣􀁴􀁩􀁾􀁬􀁥􀁳􀀮 b. Grantee shall
keep complete and accurate books of account and records ofits business and operations pUTSuant to this agreement ordinance in accordance with generally accepted accounting principles.
Ifrequired by the FCC, Grantee shall use the system of accounts and the foImS ofbooks, accounts, records, and memoranda prescribed by the FCC in 47 CPR Pan 32 or its successor and as
may be further described herein. The City may require the keeping of additional records or accounts which are reasonably necessary for purposes of identitying, accounting for, and reporting
gross revenues and uncollectibles for purposes of Section 11, 􀁾􀀱􀀲􀀭
06/12/95 15:44 i'le I I'IETRO -7 2149316643 hm.644 P015/021 Draft -Lut Sujwt; 06111195 (Mo)l\) -11:$4l1m In order to determine the Gross Revenues received by the Grantee, Grantee agrees
that on the same date that payment is made, as provided in Section 11, it will file with the City Secretmy a sworn copy ofa report in a form (Exhibit IIA") to be prescribed and acceptable
to the City in sufficient detail to itemize revenues from each ofthe categories identified in Section 11 , City may, ifit sees fit, have the books and records ofGrantee examined by a
representative of said City to ascertain the correctness of the reports agreed to be filed herein. c. Grantee shall report to the City such other reasonably related information relating
to Grantee and the City as the City may consider useful and reasonably necessary and shall comply with the City's detemrination offorms for reports, the time for reports. the frequency
with which any reports are to be made, and if reports are to be made under oath. d. Grantee shall provide the City with access at reasonable times and for reasonable purposes, to examine,
audit, review, its books, accounts, documents, maps, plans and other records ofGrantee pertaining to this agreement ordinance. Grantee shall fully cooperate in making available its records
and otherwise assisting in these activities. e. The City may, at any time, make inquires pertaining to Grantee's operation of its Network within the Town of Addison. Grantee shall respond
to such inquiries pertaining to Grantee's operating of its Network within the Town of Addison. Grantee shall respond to such inquiries on a timely basis. £ Grantee shall provide the
City with notices of all petitions, applications, communications and reports submitted by Grantee to the FCC, Securities and Exchange Commission and the PUC, or their successor agencies,
specifically relating to any matters affecting the use ofCity streets, alleys, and public rights-of-way and/or the telecommunications operations authorized pursuant to this agreement
ordinance as it relates specifically to the City, Upon written request from City, Grantee shall provide the City with copies of all such documentation. SECTION 14. RULES AND REGULATIONS
a. The City may establish, after reasonable notice and hearing, such rules and regulations as may be in the public interest regarding Grantee operations with the City. b. In order to
ascertain relevant facts. the City shall have full power and authority from Grantee to (i) inspect, or cause to be inspected, the books and records of Grantee, (ii) inventory and appraise,
or cause to be inventoried or appraised, the property of Grantee within the Town of Addison, and (iii) obtain access to relevant books and records. SECTION 15. ASSIGNMENT OR LEASE OF
AGREEMENT -13-
06/12/95 15:45 Mel METRO 􀁾 2149316643 . '.'! :.(':,:';::-·,:':'1';",,"\ ',' . , ;:':02'1' ,,' Draft -!.p.<i RMRd: 06/1.%195 (MOil)' 11'$4,1\'1 􀁥􀀻􀁾􀀻􀁬􀁥􀁲 the agreement, the assets
held by Grantee for use under this agreement 'ghts nor privileges of Grantee under this agreement ordinance, Grantee's Network cap . , or allowance ofaccess to Grantee's Network:, either
separately or collectively, resold, assigned, transferred or conveyed by Grantee to any other person, firm, 􀁥􀁮􀀺􀁾􀁛􀀱􀁪􀁪􀁾􀁗􀁩􀀻􀁟􀁹􀁾􀀧 􀁾􀀢 without the priorwritten consent of the City by ordinance or resolution unless otherwise permitted in this agreement ordinance or by the City Council. No such sale, assignment, transfer or conveyance
by Grantee shall be approved by the City Council for one year after the passage of this agreement ordinance, unless such sale, assignment, transfer or conveyance is to another City franchisee
or licensee and the City Council detennines such sale, assignment, transfer or conveyance is in the best interest ofthe Town ofAddison. Grantee may assign agreement to related affiliate,
parent or subsidiary during the tenn ofthis agreement with . notice and consent of City, which consent shall not be unreasonably 'vithheld, In the event that the purchaser or seller
is the holder of a like agreement held b-, the pUichaser upon such reasonable terms and conditions as may be set out by the City COWH'!.l when permission for merger is granted. Should
the Grantee sell, assign, tram,j-.:onvey or otherwise dispose ofany ofits rights or its interests under this agreement ordinaL ;,r attempt to do so, in violation of this requirement
to obtain prior consent, the City may, after notice and reasonable opportunity to cure, deem such transfer as a material brea(.; .. ,:,. 􀁪􀀮􀁾􀁣􀁯􀁲􀁤􀁡􀁮􀁣􀁥 'W1rh Section 21, revoke
this agreement for default, in which event all rights ana Interest of the Grantee shalt cease and no purported sale, assignment, transfer or CCi",";;vance 􀁓􀁨􀁾􀁬􀁩 he effective. b.
Plant and facilities owned by Grantee located within public property shall never be leased or subleased to a provider or reseUer of similar services unless such provider or seller has
a similar franchise or is otheTWisc 'J' ;!horized to conduct business in Addison under state or Federal law. SECTION 16. lNDEMNIlY (1rant".". ..hall indP.'mnify, dt:'fend and U\fti'
nJhola wd 􀁨􀀮􀀨􀁮􀁴􀁩􀁡􀁩􀁾􀀺􀀮 thliD City :)nd Sill of itt officar[), agencies, and employees against and from any and all claims, suits, judgments, actions. 􀁬􀁪􀁾􀀢􀀧􀀨􀁓􀀬 costs
and expenses, including attorneys' fees and costs or expenses incidental to the investtgm!: . ,i and defense of claims and lawsuits brought for, on behalf ofor on account ot any bodily
injuries or damages received or sustained by any person, firm or corporation or to any property, which may be occasioned by, or arising out of or from, the conduct of Grantee in connection
with this agreement ordinance, the construction, reconstruction, expansion, removal, maintenance, operation, or F;/,11 of Grantee's Grantee's Network. the conduct of Grantee's business
in the City pursuant to this agreement ordinance, any occurrence in connection with the agreement ordinance, any and all claims a.nd lawsuits arising from 􀁾􀁲􀀻 \, breach or default
on the part of Grantee in the performance of any tenn, condition, provision, CC"if': ,.' or agreement to be performed by Grantee pursuant to this agreeme": ... <nance, any act or 􀁯􀁭􀁩􀁾􀀻
. Grantee, or any of its agents, contractors, subcontraCt(li 􀀺􀀬􀀮􀀮􀀻􀀻􀁴􀁾􀁬􀁶􀀺􀁾􀀧􀀱􀁯􀁹􀁥􀁥􀁳 or 􀁬􀁩􀁣􀁥􀁮􀁳􀁥􀁥􀁾􀀬 relationship between Grantee and its end U5e customers a11ct
retailers Wlk, ,ter caused by or atL . solely to Grantee and others, or the Grantor, the intent 􀁃􀀧􀁴􀁾􀁨􀁩􀁳 provision being to bring this indenmity provision within the express negligence
doctrine; and Grantet' shall pay all judgments, with costs, counsel -14-
06/12/95 15:46 Mel METRO 􀁾 2149316643 NO.644 P017/021 ,r' Im1ft • La.u 􀁒􀁥􀀧􀁉􀀧􀁬􀁾􀀺 􀀰􀀶􀀯􀀱􀀺􀀮􀁬􀁾􀀡 (Mon) • 􀀱􀁬􀁾􀀵􀁾 fees and expenses, which may be obtained against the City
from any such claim. City agrees to give Grantee prompt and reasonable notice of any claims or lawsuits; and Grantee shall have the right to investigate, compromise and defend same to
the extent ofits own interest. The above indemnification shall not apply to any judgment for liability resulting from the gross negligence or willful misconduct of the City. The tcnns
and provisions contained in this Section are intended to be for the benefit of City and Grantee and are not intended to be for the benefit ofany third party. SECTION 17. PRINCIPAL OFFICE
LOCATION Location of the GrWltee's principal office shall be within the Dallas Metro area, Grantee shall always keep and maintain, so far as is practical. specific books, records. con,tracts,
accounts, documents. and papers for its operations within the City. All maps, plats, records and inventories and books ofthe Grantee, insofar as they show values and location of existing
property shall be preserved for use, if necessary. in connection with any future valuation of the property of the Grantee. SECTION 18. NOTICES All notices from Grantee to the City pursuant
to this agreement ordinance shall be directed to the Office ofthe City Manager, P.O. Box 144, Addison, Texas 75001, or to such officer as designated by the City Manager. All notices
to Grantee pursuant to this agreement ordinance shall be to such local corporate officer in the Dallas Metropolitan area designated by Grantee. Grantee shall maintain within the Dallas
Metropolitan area through the tenn of this agreement ordinance an address for service of notices by mail. Grantee shall also maintain within the Dallas Metropolitan area a local telephone
number operational during nOllIlal business hours for the conduct of matters related to this agreement ordinance. Any change in address or telephone number shall be furnished to the
City ten (10) days prior to the change. SECTION 19. CONFIDENTIALITY City agrees to use its best efforts to preserve the confidentiality of infonnation designated by Grantee as proprietary,
to the extent pennitted by law. SECTION 20. VIOLATIONS Ifthe City has reason to believe that Grantee is in violation of this agreement, the City shall notify Grantee in writing of the
violation setting forth the nature of such violation, Within ten (10) days of receipt of such notice. Grantee shall respond In writing to provide explanation or documentation to support
that the violation did not occur. Grantee shall be allowed thirty (30) days to cure violations after written notice is received from the City. Upon evidence being received by the City
that any violation of this agreement ordinance any City Charter provisions or any ordinances lawfully regulating Grantee in the construction and operation of its Network is occurring,
or has occurred, the City shall cause an investigation to be made, If the City finds -15-
06/12/95 15:47 MCl METRO 􀁾 2149315543 NO.614 P018/021 Draft • I....' Rujsed: 1W12/!1:5 (Mon) • 11:$4"m -",i. such a violation exists or has occurred, the Grantee shall take appropriate
steps to comply with the ternIS ofthis agreement ordinance and any lawful regulation. Should Grantee fail to comply, after notice and opportunity to cure, then the City may take any
action authorized by law, including forfeiture ofthis agreement in the event ofa substantial breach under Section 21 and a suit in court to compel compliance. It: in ony suel\ l'i'Oeeeding,
dl!!.fault is futAlly 􀁴􀁾􀁬􀀴􀁌􀁬􀁩􀁾􀁨􀁣􀁊􀀬 01 􀁩􀁴􀀮􀁊􀁊􀁬􀁾.. ::;11411 􀁊􀀮􀀮􀀬􀁾 i 􀁩􀀻􀀻􀀴􀁵􀁩􀁲􀁾􀁵 lu pity to the City the reasonable expenses incurred in the prosecution of
such suit and all the City's damages and costs (including attorneys' fees), but Grantee shall be allowed either by the court in the judgment offorfeiture or by order of the City Council,
a reasonable time thereafter, as fixed 􀁾􀁹 such judgment or order, to correct the default and and pay such expenses, damages and costs as it may be adjudged to pay, and if Cirn,ntror.
rIOf:ili so r,orrl":r.t And SO pay within iuch time, forfeiture Rh31l.'not become effective nor bo enforced. SECTION 21. TERMlNATION a, In addition to aU other rights and powers retained
by the City under this agreement ordinance or otherwise, the City reserves the right to temrinate this agreement ordinance, and all rights and privileges ofGrantee hereunder shaU cease
in the event of substantiaJ 􀁢􀁲􀁥􀁡􀁣􀁾 subject to reasonable notice and opportunity to cure, of its terms and conditions. A substantial breach by Grantee shall include, but shall not
be Jimited to, the following: (i) Grantee's violation of any material provision .of the agreement ordinance or any material rule, order, regulation or determination ofthe City made pursuant
to this agreement ordinance; (ii) Granteels failure to properly compensate the City as required in this agreement ordinance; (iii) Grantee's attempt to evade any material· provision
of the agreement ordinance or to practice any fraud or deceit upon the City or upon Grantee's customers or interexchange caniers; <iv) GIantee's failure to be capable ofproviding actual
services to its customers within twenty-four (24) months from the date ofcompletion of construction ofits initial Network unless otherwise authorized by the City Council; (v) Grantee's
failure to complete its construction and provide service as described in Section 3 of this agreement 􀁯􀁲􀁤􀁩􀁮􀁡􀁮􀁣􀁥􀁾 (vi) Grantee's attempt to seU, transfer, conveyor assign any
of the rights and privileges graIn rj pursuant to this agreement ordinance within one (1) year after the passage of thi: .,jinance; -16-
<-' 05/12/95 15:47, Mel METRO 􀁾 2149315543 SECTION 22. Dnft • Last Re\IIfcI!d: 06ltMIS (Man) -U:54am (vii) Grantee's attempt to 􀁳􀁥􀁬􀁬􀁾 transfer, conveyor assign any of the rights
and privileges granted pursuant to this agreement ordinance without City Council approval; (viii) Grantee's failure to respond to or comply with City requested reports, audits. statements
and other information in a timely 􀁭􀁡􀁮􀁮􀁥􀁲􀁾 (ix:) Grantee's failure to operate its Network for twenty four (24) months after it has been constructed; or (x) Grantee's material misrepresentation
of fact in its application or negotiations during the agreement process; or the conviction of any director, officer, employee or agent of Grantee for the offense of bribery or fraud
connected with or resulting from the award ofthe agreement to Grantee. POLICE POWERS In accepting this agreement 􀁯􀁲􀁤􀁩􀁮􀁡􀁮􀁣􀁥􀁾 the Grantee acknowledges that its tights hereunder
are subject to and in accordance with the police power ofthe Town of Addison to adopt and enforce general ordinances necessary to the safety and welfare ofthe public; and Grantee shall
comply with all applicable general laws and ordinances enacted by the City pursuant to such powers_ Any conflict between the provisions ofthis agreement ordinance and any other present
or future lawful exercise of the City's police powers shall be resolved in favor ofthe latter. 􀁾 SECTION 23. SAVINGS CLAUSE FOR FIBER OPTICS FRANCmSE AGREEMENTS Notwithstanding anything
contained in this ordinance to the contrary, in the event that (a) this ordinance or any part hereof; or (b) any procedure provided in this ordinance, or (c) any compensation due the
City under this ordinance, becomes, or is declared or determined bya judicial, administrative or legislative authority exercising its jurisdiction to be excessive, umecoverable, unenforceable;
void. unlawful or otherwise inapplicable, in whole or in part, MelM and City shall meet and negotiate a new ordinance that is in compliance with the authority's decision or enactment
and, unless explicitly prohibited. the new ordinance shall provide the City with a level ofcompensation comparable to that set forth in dus ordinance provided that such compensation
is recoverable byMCIM in a mutually agreed manner permitted by law for the unexpired portion ofthe term of this ordinance, SECTION 23. CITY -MANAGER The City Manager may delegate the
exercise ofany and all of the powers conferred upon the City by its Charter or by general law relating to the administration and enforcement of this agreement ordinance and to the Grantee's
exercise of the rights and privileges herein conferred. -17-
06/12/95 15:48 SECTION 24. Mel METRO 􀁾 214931SS43 GOVERNING LAW 􀁴􀁾􀁱􀀮 644 􀁐􀀰􀀲􀀰􀀯􀁃􀁊􀁾􀀱 " DHIR -LllSi Revl!l<!d: 06I1119S 11"(10) -lUium This agreement ordinance is passed subject
to the provisions of the Constitution and laws ofthe United States, the State of Texas, and the Charter and ordinances ofthe Town of Addison SECTION 25. FORCE MAJEURE The time within
which Grantee shall be required to perform any act under the agreement ordinance shall be extended by a period oftime equal to the number of days due to a force majeure. The term IIforcemajeure"
shall mean delays due to acts of God, war, civil disturbances, fire, unavoidable casualty, construction delays due to weather, or other similar causes beyond the control of Grantee.
Notwithstanding anything contained anywhere else in this agreement ordinance, Grantee shall not be excused from perfonnance of any of its obligations under this agreement ordinance by
misfeasance or malfeasance ofits directors, officers or employees orhy mere economic hardship. SECTION 26. SEVERABILITY If any section, subsection, sentence, clause, phrase, term, provision,
condition, covenant or portion of this agreement ordinance is for any reason held invaJid or unenforceable by any court of competent jurisdiction, the remainder ofthis agreement ordinance
shall not be affected thereby but shall be deemed as a separate, distinct and independent provision, and such holding shall not affect the valldity ofthe remaining portions hereof. and
each remaining section, subsection, sentence, clause, phrase, teIlll; provision, condition, covenant and portion ofthis agreement ordinance shall be valid and enforceable to the fullest
extent permitted by law. SECTION 27. ACCEPTANCE OF AGREEMENT Grantee shall, within thirty (30) days after the passage ofthis agreement ordinance, file in the office of the City Secretary
a written instrument accepting this agreement ordinance and all tenus and conditions thereof, signed and acknowledged by its proper officers in a form acceptable to the City, Grantee
shall not commence construction, operation or activation ofits Network until providing City with the required insurance, bond and acceptance. SECTION 28. EFFECTIVE DATE This agreement
ordinance shall take effect immediately from and after its passage and acceptance in accordance with the provisions of the Charter of the Town of Addison and it is accordingly so ordained.
SECTION 29. HEADINGS -18-
􀁾􀀱􀁃􀁉 t"lETRO -) 214931UA. tH_·'. '-,44 P021/G.:O; UWl..:....!"lISl 􀁒􀁥􀁾􀁤􀀺 􀀰􀀶􀁦􀀱􀀲􀁊􀁬􀀱􀁾 (MOil, -􀁕􀀺􀁾􀀴􀁡􀁭 The enumeration and headings of the sections ofthis Ordinance
are merely for convenience of reference, do not constitute representations or warranties, do not impose any obligation whatsoever and have no substantive significance. DULY PASSED BY
THE CIlY <;:QVNClL OF TilE TOWN OF ADDISON. TF.XAS nn this the day 􀁯􀁦􀁾 􀁾__" 1995.MAYOR ATTEST: CITY SECRETARY -19-
PUBLIC WORKS DEPARTMENT (214) 450-2871 􀀱􀁍􀁩􀁾􀁾􀁪􀀡􀁪􀀦􀁾􀁾􀁾􀁬􀁉􀁬􀁉􀁉􀁉􀁉􀀡􀁉􀁬􀁉􀁬􀁉􀁉􀁉􀁉􀁉􀁉􀁉􀁉􀁉􀁉􀁉􀀡􀁾􀁁􀁾􀀡􀀡􀁉􀁩􀁉􀁉􀁬􀁩􀀱􀁅􀁩􀁬􀁬􀀱􀀱 Post Office Box 144 Addison, Texas
75001 MEMORANDUM June 21, 1995 To: Ron Whitehead City Manager From: John R. Baumgartned;E3 Director ofPublic we-/Re: MClmetro Street Use Rental Ordinance 16801 Westgrove Attached is
a copy of a street license ordinance proposed by MClmetro to install a fiber network within the street right-of-way. This agreement is similar to those previously approved for MFS and
TCG. Staffrecommends the Council approve the attached Ordinance.
2250 Lakeside Blvd. Richardson, TX 75082 2149181938 June 12, 1995 John Baumgartner Town of Addison Public Works Department P.O. Box 144 Addison, TX 75001 Dear Mr. Baumgartner, Enclosed
is the proposed Street Use Agreement between the Town of Addison and MCImetro Access Transmission Services, Inc. MCImetro has made all of the revisions pursuant to our last meeting.
I hope to finalize negotiations and the document in our next meeting on June 14 at 2:00 p.m. Sincerely, 􀁾􀁵􀁦􀁾 Laurie L. Fisher CC: Ken Dipple wlenclosure Jim Harlan wlo enclosure
DRAFT Dran -Last Revised: 06/12195 (Mon) -1l:54am ORDINANCE NO.---AN ORDINANCE OF THE TOWN OF ADDISON, TEXAS, GRANTING TO MCI METRO ACCESS TRANSMISSION SERVICES, INC. ("MCIM") A STREET
USE AND RENTAL AGREEMENT FOR THE PlJRPOSE OF CONSTRUCTING, MAINTAINING AND OPERATING ITS FIBER OPTIC NETWORK IN PUBLIC STREETS, ALLEYS, AND RIGHTS-OF-WAY IN THE TOWN OF ADDISON; PROVIDING
FOR THE CONDITIONS "GOVERNING THE CONSTRUCTION, EXPANSION, USE, RECONSTRUCTION, EXCAVATION, MAINTENANCE AND OPERATION OF A FIBER OPTIC NETWORK; PROVIDING FOR A BOND AND INSURANCE; PROVIDING
FOR THE REGISTRATION OF WORK BY OTHERS, CONSTRUCTION BY ABUTTING OWNERS AND REQUIRING ALTERATION TO CONFORM WITH PUBLIC IMPROVEMENTS; PROVIDING FOR THE CITY'S RIGHT TO USE CERTAIN PORTIONS
OF THE FIBER OPTIC NETWORK; PROVIDING FOR COMPENSATION FOR THE PRIVILEGES CONFERRED UNDER THIS STREET USE AND RENTAL AGREEMENT; PROVIDING FOR ACCOUNTING AND OTHER INFORMATION; PROVIDING
FOR CONDITIONS CONCERNING RENEWAL; PROVIDING FOR CONDITIONS OF TRANSFER OR ASSIGNMENT; PROVIDING AN INDEMNITY CLAUSE; PROVIDING FOR A LOCAL OFFICE PROVIDING FOR CONSEQUENCES OF AGREEMENT
VIOLATIONS PROVIDING FOR COMPLIANCE WITH EXISTING LAWS; PROVIDING FOR WRITTEN ACCEPTANCE OF THE TERMS OF TIDS AGREEMENT; AND PROVIDING AN EFFECTIVE DATE. NOW, THEREFORE, BE IT ORDAINED
BY THE CITY COUNCIL OF THE TOWN OF ADDISON, TEXAS SECTION 1. DEFINITIONS For the purpose ofthis ordinance, the following terms, phrases, words, abbreviations and their derivations shall
have the meaning given herein unless more specifically defined within other sections of this ordinance. When not inconsistent with the context, words used in the present tense include
the future tense, words in the single number include the plural number. The word "shall" is always mandatory, and not merely directory. A. "Acceptance Fee" means the amount payable based
on a formula of $1.00 per linear foot of streets traversed, and $1,000 per public street crossing that is underground for the initial construction phase. Initial construction phase shall
mean the initial loop built within the City as part ofan initial Dallas Metroplex loop. B. "General Compensation" means the amount Grantee is required to pay City under Section 11. -1-
FROM OGe (WED) 06.21' 95 11 :26/ST. 11 :23/NO, 3560980118 P 2/3 􀁄􀁲􀁾 -..Last ReYIsffi: OGrJ.9195 (Mon) -1;57pm c. "Annual Gross Revenue Based Fee" means an amount equal to five percent
(5%) of (i) Grantee's Gross Revenues received by Grantee during the year for the operation of Grantee's Network within the City, and (ii) a proportionate share of Grantee's Gross Revenue
derived from the physical interconnection ofGrantee's Network with other cities. D. "City" shall mean the Town ofAddison, a home-rule municipal corporation. E. "Anniversary Date" shall
mean the date 011 which this agreement is accepted by the company_ . F. "Fiber Optic Telecorntl111I1ications Network" or "Network" shall mean the Company's system of cables, wires, Jines,
towers, wave guides, optic fiber, microwave, and any associated converters, equipment, or facilities designed and constructed for the purpose ofproducing, receiving, amplifying or distributing
by audio, video or other forms of electronic signals to or from subscribers or locations within the City. G. l'Company" or "Granteet• shall mean Mer Metro Access Transmission Services,
Inc., its successors and assigns. H. IIDay or days" shall mean a calendar day or days... T. "Director" shall mean the Director of the Finance Department of the City or his designee.
J. "Gross Revenue" shall mean all receipts collected by the Company for all communications and related operations and services within the corporate limits ofthe City as well as any other
revenue arising rrom the operation or possession of this franchise. By way of example, but without limitation, "Gross Revenue" includes the sale or lease ofcustomer premise equipment,
installation charges, access charges paid to the Company by other carriers, street use and rental fees and occupation taxes surcharged to customer, and the lease or resale of lines or
circuit paths to third parties. "Gross Revenue" does not include revenue uncollectible from customers (bad debts) or payments received for construction reimbursements. K. "Director of
of Public Works" shall mean the Director of the City's Public Works Department or his designee. L. I1Compensation Year" means each calendar year during the tenn of tins franchise agreement
in which General Compensation is paid by Grantee to the City. -2-
FROM aGe (WED) D6. 21' 95 11 :27/8T. 11 :23/NO. 3560980118 p 3/3 Pn,!t -􀁌􀁮􀁾􀁴 Re!'j9gd; OG/19I!1S /Mon) • 1:57pm SECTION 2. GRANT OF CERTAIN RIGHTS There is hereby granted, subject
to the City's prompt receipt of monetary and services compensation, to MCr Metro Access Transmission Services, Inc., a corporation, hereinafter called "Grantee", for an Utitial term
often (10) years from passage ofthis streets use and rental agreement (thereinafter referred to as the agreement, agreement ordinance or ordinance) (unless otherwise termjnated as provided.
for herein), the non-exclusive right and privilege to have, acquire, construct, expand, reconstruct, maintain, use and operate in, along, across, on, over, through, above and under the
public streets, alleys and rights-of-way ofthe City, a Fiber Optics Telecommunications Network (the "Network"), which shalJ be limited to telecommunications services including: audio,
video, data, voice and signalling communications services. Grantee shall not provide services directly regulated by the Texas Public Utility Commission (the "PUC") under the Texas Public
Utility Regulatory Act unless authorized by the PUC, state or Federal law. Grantee shall o.ot provide cable services or operate a cable system as defined in th.e Cable Communications
Policy Act of 1992 (47 U.S.C.A. §521, et seq., as amended) or as recognized by the Federal Communications Commission (the "FCC") without first obtaining a cabl.e franchise from the Town
of Addison shall not allow the use of the Network by a cable system that has not been granted authority by the City. This agreemen.t ordinance is granted to Grantee solely for the pm-pose
of directly serving its end-user customers (including hotels, motels, hospitals and buildings with shared tenant services) and common carriers. This ordinance does not require Grantee
to provide ubiquitous service throughout the entire city as a public service provider. SECTION 3. CONSTRUCTION, MAJNTENANCE, EXPANSION, RECONSTRUCTION, AND EXCAVATION a. The construction,
expansion, reconstnIetion, excavation, use, maintenance and operation of Grantee's Network, facilities and property shall be subject to aJllai.'lJ'ful police regulations of the City
and performed in accordance with the Citys regulations for utility location and coordination. In addition to any other City reguJations or requirements, thirty (30) days prior to the
commencement ofconstruction within the City's rights-of-way, Grantee shall provide the City Engineer (or such other officials as the City may designate from time to time) each with a
copy of the construction work plans and drawings. Grantee shall not proceed with construction within the City'S rights-of-way until the plans and drawings have been approved in writing
by the proper City officials. b. Upon request of the City, Grantee shall remove aod abate any portion ofthe Network or any facility that is dangerous to life or property, and in case
Grantee, after notice, fails or refuses to act, the City may remove or abate the same, at the sole cost and expense of Grantee, all without compensation or liability for' damages to
Grantee. Grantee shall promptly restore th.e pubHc streets, alleys and 􀁲􀁩􀁧􀁨􀁴􀁳􀀭􀁯􀁦􀁾􀁷􀁡􀁹 to their condition prior to Grantee's construction, maintenance, or excavation, to the
reasonable satisfaction of the City -3-
DraR -Last Revised: 06/12/95 (Mon) -1l:54am Engineer. Grantee shall excavate only for the construction, installation, expansion, repair, removal, and maintenance' of all or a portion
ofits Network. c. Except in an emergency, Grantee shall not excavate any pavement in any public alley or street or significant amounts ofany unpaved public right-of-way without first
securing permission ofthe City Engineer, but such permission shall be given if the proposed excavation is in accordance with the terms of this ordinance. The City Engineer shall be notified
as soon as practicable regarding work performed under emergency conditions; and Grantee shall comply with the City Engineer reasonable requirements for restoration of any disturbed public
property. d. Within thirty (30) days ofcompletion ofeach segment of Grantee's Network, Grantee shall supply the City with a complete set of "as built" drawings for that segment. Further,
after each replacement, relocation, reconstruction, or removal, Grantee shall promptly notify the City ofthe exact changes made and shall provide a new set of"as built" drawings of each
modification to the City Engineer. Grantee shall provide annually a complete set of "as built" drawings incorporating these changes. Grantee shall obtain the City's approval before any
system changes are made. e. Grantee shall complete construction and full activation of its initial Network within 24 months after passage ofthis franchise ordinance. Further, Grantee
shall be capable ofproviding service to customers no later than twenty-four (24) months after completion of construction of its initial Network. SECTION 4. TERM OF AGREEMENT Upon the
filing with the City by the Grantee ofthe acceptance required herein, this agreement shall be in full force and effect for a term and period often (10) years, beginning on the Anniversary
Date. This agreement shall be automatically renewed for one subsequent ten (10) year period unless either party shall file ninety (90) day prior written notice of cancellation to the
other and the other shall have responded their acknowledgement in a similar form. SECTION 5. CONSTRUCTIONWORK REGULATION BY CITY AND UNDERGROUND CONDUIT USED BY CITY a. All work done
in connection with the construction, expansion, reconstruction, maintenance or repair ofthe Network shall be subject to and governed by all laws, rules, and regulations of the City,
and Grantee shall place all facilities underground according to reasonable requirements that may be adopted from time to time by the City; provided, however, Grantee shall be given due
notice and shall be entitled, upon request, to a hearing before the City Council of the Town of Addison prior to the adoption of any such requirements, and further provided that Grantee
may present evidence to demonstrate that such requirements will substantially impair its ability to recover its operation expenses. -4-
Drall -Last Revised: 06/12/95 (Mon) -11:54am b. All excavations and other construction in the public streets, alleys, and rightsof-way shall be carried on to interfere as little as practicable
with the use of public and private property and in accordance with any direction given by the City under the police and regulatory powers ofthe City. c. Grantee may be required by the
City to construct portions ofthe Network, or all of its Network, underground, or to share duct trench space owned and maintained by any upon reasonable, non-discriminatory terms and
at fair market value. d. Any facilities of other persons or entities that are attached to or within Grantee's Network shall be placed, replaced, maintained and removed in a safe manner
so that the attachment does not interfere unnecessarily with the erection, replacement operation, repair or maintenance ofthe Network or other persons or entities using the same Network.
Grantee shall not be required to share trench space of any other person or entity franchised by the City, if it can be satisfactorily shown that thereby Grantee will be subjected to
increased risks of interruption to its service or to increased liability for accidents, or if the facilities of such other person or entity are not of the character, design and construction
required by, or are not being maintained in accordance with current practice. Provided, however, nothing herein shall modify or abrogate the power of the City to require any holder ofa
franchise or any street use and rental agreement or similar agreement from the City to allow use ofits facilities by any other holder ofa City franchise pursuant to the City Charter.
SECTION 6. BONDS a. Grantee shall obtain and maintain, at its sole cost and expense, and file with the City Secretary, a corporate surety bond with a surety company authorized to do
business in the State of Texas and found acceptable by the City Attorney, in the amount of Two HundredFifty Thousand Dollars ($250,000) both to guarantee the timely construction and full activation of Grantee's Network and to secure Grantee's performance ofits obligations and faithful
adherence to all requirements ofthis agreement ordinance. After the first five (5) years ofthe initial term, bond requirement shall be reduced to One Hundred Thousand Dollars ($100,000).
Grantee shall provide this corporate surety bond at the time of filing the acceptance offranchise, as required by Section 27 herein. b. Any extension to the prescribed time limit of
one hundred percent (100%) of the initial Network miles within twenty four (24) months shall be authorized by the City Council. Such extension shall be authorized only when the City
Council determines that such extension is necessary and appropriate due to causes beyond the control of Grantee. c. The rights reserved to the City with respect to the bond are in addition
to all other rights ofthe City, whether reserved by this agreement ordinance or authorized by law; -5-
Draft -Last Revised: 06/12/95 (Man) -1l:54am and no action, proceeding or exercise of a right with respect to such bond shall affect any other rights the City may have. d. The bond shall
contain the following endorsement It is hereby understood and agreed that this bond may not be cancelled by the surety nor any intention not to renew be exercised by the surety until
sixty (60) days after receipt by the City, by registered mail, of written notice of such intent. SECTION 7. INSURANCE a. Grantee shall obtain and maintain in full force and effect throughout
the term of this agreement ordinance, and any extension or renewal thereof, insurance with an insurance company licensed to do business in the State of Texas, approved by the State of
Texas and acceptable to the City. All companies will be required to be rated A-VI or better by A.M. Best or A or better by Standard and Poor. The insurance shall be issued in the standard
form approved by the State Board of Insurance. Grantee shall provide City with proof of such insurance so required at the time of filing the acceptance of franchise, as required by Section
27 herein. The City reserves the right to review these insurance requirements during the effective period of the agreement ordinance and any extension or renewal thereof, and to adjust
insurance coverage and their limits when deemed necessary and prudent by the City Manager, based upon changes in statutory law, court decisions, or the claims history of the industry
or the Grantee. b. Subject to the Grantee's right to maintain reasonable deductibles in such amounts as are approved by the City, Grantee shall obtain and maintain in full force and
effect for the duration of this agreement ordinance, and any extension or renewal thereof, at Grantee's sole expense, insurance policy coverage in the following type and minimum amounts:
1. 2. TYPE Worker's Compensation and Employer's Liability Commercial General (public) Liability-to include coverage for the folfowing where the exposure exists: AMOUNT Statutory $500,000/500,000/500,
0001100,000 (i) (ii) (iii) (iv) (v) Premises operations Independent contractors Products/completed Personal injury Contractual liability -6-Combined single limit for bodily injury and
property aamages $3,000,000 per occurrence or its equivalent
(vi) Explosion, collapse and underground property damage 3. Comprehensive Automobile insurance coverage for loading and unloading hazards, for: Draft -Last Revised: 06/12/95 (Mon) -11:54am
(i) (ii) (iii) Owned/leased automobiles Non-owed automobiles Hired automobiles Combined single limit for bodily injury and property damage $1,000,000 per occurrence or its equivalent.
c. The City shall be entitled, upon request and without expense, to review copies of the policies and all endorsements theret9. The City may make any reasonable requests for deletion,
revision or modification ofparticular policy terms, conditions, limitations or exclusions, except where policy provisions are established by law or regulation binding upon either City
or Grantee or upon the underwriter for any of such policies. Upon request for deletion, revision or modification by the City, Grantee shall exercise reasonable efforts to accomplish
the changes in policy coverage, and shall pay the cost thereof d. Grantee agrees that with respect to the above-required insurance, all insurance contracts will contain the following
required provisions: (i) Name the Town of Addison and its officers, employees, board members and elected representatives as additional insured (as the interests of each insured may appear)
as to all applicable coverage; (ii) Provide for forty-five (45) days notice to the City for cancellation, non-renewal, or material change; (iii) Provide for notice to the Director ofFinance
by certified mail; and (iv) Provide that all provisions of the agreement ordinance, as amended, concerning liability, duty, and standard care, including the Indemnity, Section 16, of
this agreement ordinance, shall be underwritten by contractual coverage sufficient to include such obligations within applicable policies. e. The insurance policies obtained by Grantee
in compliance with this Section shall be subject to approval by the City, and such proof ofinsurance, along with written evidence of payment ofrequired premiums, shall be filed and maintained
with the Director ofFinance during the term ofthis agreement ordinance, or any extension or renewal thereof, and may be changed from time to time to reflect changing liability limits,
as required by the City. Grantee shall immediately advise the City Attorney of any actual or potential litigation that may develop that would affect this insurance. -7-
Draft -Last Revised: 06112195 (Mon) -11:54am f. Insurers shall have no right of recovery against the City, it being the intention that the insurance policies shall protect Grantee and
the City and shall be primary coverage for all losses covered by the policies. g. The policy clause "Other Insurance" shall not apply to the Town of Addison where the City is an insured
on the policy. h. Companies issuing the insurance policies shall have no recourse against the Town ofAddison for payment of any premiums or assessments which all are set at the sole
risk ofthe Grantee. SECTION 8. WORK BY OTHERS, CONSTRUCTION BY ABUTTING OWNERS, ALTERATION TO CONFORM WITH PUBLIC IMPROVEMENT a. The City reserves the right to lay and permit to be laid,
sewer, gas, water, and other pipe lines or cables and conduits, and to do and permit to be done, any underground and overhead work that may be deemed necessary or proper by the City
in, across, along, over or under any public street, alley, or right-of-way occupied by Grantee, and to change any curb or sidewalk or the grade of any street. In permitting such work
to be done, the City shall not be liable to Grantee for any damages not willfully and directly caused by the sole negligence of the City; provided, however, nothing herein shall relieve
any other person or entity from liability for damage to Grantee's Network. All work performed will be in accordance to the City manual for Utility Location and Coordination. b. In the
event that the City authorizes abutting landowners to occupy space under the surface ofany public street, alley, or right-of-way, such grant to an abutting landowner shall be subject
to the rights herein granted to Grantee. In the event that the City shall close or abandon any public street, alley, or right-of-way which contains any portion of Grantee's Network,
any conveyance ofland contained in such closed or abandoned public street, alley, highway, or right-of-way shall be subject to the rights herein granted. c. Whenever by reason ofthe
changes in the grade of any street or in the location or the manner of constructing any water pipes, gas pipes, sewers, or any other underground or overhead structure for any City purpose
whatever, it shall be deemed necessary by the City to alter, change, adapt or conform a portion of Grantee's Network thereto, such alterations or changes shall be promptly made by Grantee
when ordered in writing by the City. If such requirements impose a financial hardship, Grantee may present alternative proposals to the City, and the City shall give due consideration
to such alternative proposals. The City shall not require Grantee to remove its Network entirely from such public right-of-way. The City shall have the right to require Grantee to adapt
or conform its Network, or to alter, relocate or change its Network to enable the City to use, or to use with greater convenience, any public street, alley or right-of-way. If the City
requires Grantee to adapt or conform its Network, or in any way or manner to alter, relocate or change its Network to enable any other entity or person, except for -8-
Dran -Last Revised: 06/12195 (Moo) -1l:54am the City, to use, or to use with greater convenience, any public street, alley or right-of-way, Grantee shall not be required to make any
such changes until such other entity or person shall have undertaken, with solvent bond satisfactory to Grantee, to reimburse Grantee for any loss or expense which will be caused by,
or arise out ofsuch change, alteration or relocation ofGrantee's Network; provided, however, that the City shall never be liable for such reimbursement. d. In the event that Grantee
has not relocated those ofits affected facilities which are located in a public street, alley, or right-of-way within a reasonable length of time (as determined by the City's Director
ofEngineer) prior to the City's commencement date for public street, alley, or right-of-way construction the City shall have the right to relocate or cause to be relocated the affected
portion ofGrantee's Network, and the Grantee shall reimburse the City for all costs of relocation. e. During the term of this agreement, Grantee shall be liable to the City for the acts
or omissions of any entity used by Grantee (including an affiliate) when such entity is involved directly or indirectly in the construction, installation, maintenance or operations of
Grantee's Network as if the acts or omissions of such entity were the acts or omissions of Grantee. SECTION 9. COMPLIANCE WITH CITY CHARTER Grantee recognizes, accepts and agrees that
the terms, conditions, and provisions of this agreement are subject to the applicable provisions of the Town of Addison Charter. Any request by Grantee for a modification to this agreement
shall be subject to review by the City Attorney for compliance with the applicable provisions of the City Charter. SECTION 10. SERVICE TO THE CITY Grantee agrees to provide two (2) dark
fiber pair to the City free of cost for its own internal telecommunications use pursuant to the following terms and conditions: i) Two single mode fiber optic pair will be made available
to the City free of cost within the portion of the Grantee's Network constructed within public rights-of way (excluding building entrance links); ii) sixty days (60) prior to construction,
the City shall notify Grantee ofits intention to use such fiber along the designated route and the location of city designated splice points; iii) City shall pay Grantee its direct cost
of materials and labor plus fifteen percent (15%) for all building entrances, links, splices or access lines necessary to connect City facilities to Grantee's Network; -9-
Dmlt -Last Revised: 06112/95 (Mon) -11:54am iv) Grantee will construct City's building entrance links within one hundred and twenty days of the City's written request; v) Grantee will
provide physical network maintenance for all City fiber and splice points (points contained within Grantee's Network facilities); vi) these fibers, and the transmission capacity provided
hereunder shall not be used, either directly or indirectly, for sale, donation, trade, barter or resale to any third parties; vii) the City will assist Grantee in obtaining any permits
necessary for the purpose of connecting City facilities. SECTION 11. COMPENSATION TO THE CITY a. Acceptance Fee -The Grantee agrees to pay upon completion of construction of its initial
Network a one time acceptance fee to the City the sum of One Dollar ($1.00) per linear foot ofthe City's streets traversed and a fee of One Thousand Dollars ($1,000) per public street
crossing that is underground at underground and after acceptance of the agreement pursuant to Section 27. In any event, Grantee's use of leased conduit facilities for Network purposes
shall not require this per linear foot charge. Additionally, Grantee shall not be required to pay this fee again in the same duct for additional usage or new franchises by Grantee or
its assigns.b. General Compensation -For the reason that the public streets, alleys and rightsof-way to be used by Grantee in the operation of its Network within the boundaries ofthe
City are valuable public properties, acquired and maintained by the City at a great expense to its taxpayers, and that the grant to Grantee ofthe use of said public streets, alleys and
rights-of-way is a valuable property right without which Grantee would be required to invest substantial capital in right-of-way costs and acquisitions, the Grantee agrees to pay to
the City as General Compensation during each year of this agreement ordinance, a sum equal to the greater of the Minimum Annual Fee or Annual Gross Revenue Based Fee. The minimum annual
fee for the first year of operation shall be $5,000. c. Calculation and Payment on a Quarterly Basis -Grantee shall pay to the City for each quarter an amount equal to the greater of:
(i) one fourth (1/4) ofthe Minimum Annual Fee, calculated on the basis of a twelve month Compensation Year, or (ii) 5% of Gross Revenues for such quarter. -10-
DraR -Last Revised: 06/12/95 (MOil) -11:54am The greater of (i) or (ii) above shall be referred to as the "Quarterly Payment." Grantee shall forward a check or money order in an amount
equal to the Quarterly Payment by the fifteenth (15th) day ofthe calendar month immediately following the close of the calendar quarter for which the payment is calculated. Any necessary
prorations shall be made. d. Recalculation at end of Compensation Year -At the end of each Compensation Year, Grantee shall recalculate the total General Compensation actually due. If
additional amounts are due the City by Grantee, said amounts shall be paid by the fifteenth (15th) day of the second month of the Compensation Year following the Compensation Year during
which such amounts were originally due. If amounts are found to be due the Grantee by the City, said amounts shall be credited by the fifteenth (15th) day of the second month of the
Compensation year, during which such amounts were originally due. Any necessary prorations shall be made. The compensation set forth in this Section 11 shall be exclusive of and in addition
to all special assessments and taxes ofwhatever nature, including, but not limited to, ad valorem taxes. In the event any Quarterly Payment is made after noon on the date due, Grantee
shall pay a late payment penalty of the greater of: (i) $100 or (ii) simple interest at ten percent (10%) per annum ofthe total sum due. As used in this Section 11, Gross Revenues shall
mean all revenues (exclusive of sales tax) collected by Grantee from operation of Grantee's Network installed pursuant to this agreement ordinance, and any related services provided
by the Grantee within the corporation limits ofthe City including but not limited to: (i) all telecommunications service revenue charges on a flat rate basis, (ii) all telecommunications
services charged on a usage sensitive or mileage basis, (iii) all revenues from installation service charges, (iv) all revenues from connection or disconnection fees, (v) all revenues
from penalties or charges to customers for checks returned from banks, net of bank costs paid, (vi) all revenues from equipment sold or rented to customer upon customer prerruses, (vii)
all revenues from local service, (viii) all revenues from authorized rental of conduit space, (ix) all revenues from authorized rentals of any portion of Grantee's Network, including
plant, facilities, or capacity leased to others, -11-
Dran -Last Revised: 06/12/95 (Moo) -1l:54am (x) all other revenues collected by Grantee from business pursued within the City, and (xi) Unrecovered bad debts charged off after diligent,
unsuccessful efforts to collect are excluded from Gross Revenues. Payment ofmoney under this Section shall not in any way limit or inhibit any ofthe privileges or rights ofthe Town of
Addison, whether under this agreement ordinance or otherwise. Grantee shall file annually with the Director ofFinance no later than ninety (90) days after the end ofthe Grantee's fiscal
year, a statement ofrevenues (for that year) attributable to the operations ofthe Grantee's Network within the Town ofAddison pursuant to this ordinance. This statement shall present,
in a form prescribed in Exhibit A, a detailed breakdown ofGross Revenues and uncollectible accounts for the year. This statement shall be prepared by an Independent Certified Public
Accountant whose report shall accompany the statement. Any transactions which have the effect of circumventing payment of required agreement fees and/or evasion of payment of agreement
fees by non-collection or non-reporting of Gross Revenues, bartering, or any other means which evade the actual collection of revenues for business pursued by Grantee are prohibited.
SECTION 12. WAIVER Except as provided in Section 22 ofthis ordinance, any provisions ofthe Town ofAddison Code ofOrdinances that are inconsistent with the terms, conditions and provisions
ofthis agreement ordinance are waived. SECTION 13. ACCOUNTS AND OTHER RECORDS AND REPORTS AND INVESTIGATIONS a. Grantee shall keep the City fully informed as to all matters in connection
with or affecting the construction, reconstruction, removal, maintenance, operation, and repair of Grantee's Network, Grantee's account methods and procedures in connection therewith,
and the recording and reporting by Grantee of all revenues and uncollectibles. b. Grantee shall keep complete and accurate books of account and records ofits business and operations
pursuant to this agreement ordinance in accordance with generally accepted accounting principles. Ifrequired by the FCC, Grantee shall use the system of accounts and the forms ofbooks,
accounts, records, and memoranda prescribed by the FCC in 47 CFR Part 32 or its successor and as may be further described herein. The City may require the keeping of additional records
or accounts which are reasonably necessary for purposes of identifying, accounting for, and reporting gross revenues and uncollectibles for purposes of Section 11. -12-
Dran -Last Revised: 06/12/95 (Mon) -1I:54am In order to determine the Gross Revenues received by the Grantee, Grantee agrees that on the same date that payment is made, as provided in
Section 11, it will file with the City Secretary a sworn copy ofa report in a form (Exhibit "A") to be prescribed and acceptable to the City in sufficient detail to itemize revenues
from each of the categories identified in Section 11. City may, ifit sees fit, have the books and records ofGrantee examined by a representative of said City to ascertain the correctness
of the reports agreed to be filed herein. c. Grantee shall report to the City such other reasonably related information relating to Grantee and the City as the City may consider useful
and reasonably necessary and shall comply with the City's determination offorms for reports, the time for reports, the frequency with which any reports are to be made, and if reports
are to be made under oath. d. Grantee shall provide the City with access at reasonable times and for reasonable purposes, to examine, audit, review, its books, accounts, documents, maps,
plans and other records of Grantee pertaining to this agreement ordinance. Grantee shall fully cooperate in making available its records and otherwise assisting in these activities.
e. The City may, at any time, make inquires pertaining to Grantee's operation of its Network within the Town of Addison. Grantee shall respond to such inquiries pertaining to Grantee's
operating of its Network within the Town of Addison. Grantee shall respond to such inquiries on a timely basis. f. Grantee shall provide the City with notices of all petitions, applications,
communications and reports submitted by Grantee to the FCC, Securities and Exchange Commission and the PUC, or their successor agencies, specifically relating to any matters affecting
the use of City streets, alleys, and public rights-of-way and/or the telecommunications operations authorized pursuant to this agreement ordinance as it relates specifically to the City.
Upon written request from City, Grantee shall provide the City with copies of all such documentation. SECTION 14. RULES AND REGULATIONS a. The City may establish, after reasonable notice
and hearing, such rules and regulations as may be in the public interest regarding Grantee operations with the City. b. In order to ascertain relevant facts, the City shall have full
power and authority from Grantee to (i) inspect, or cause to be inspected, the books and records of Grantee, (ii) inventory and appraise, or cause to be inventoried or appraised, the
property of Grantee within the Town of Addison, and (iii) obtain access to relevant books and records. SECTION 15. ASSIGNMENT OR LEASE OF AGREEl\·'1ENT -13-
Draft -Last Revised: 06/12195 (Mon) -11:54am a. Neither the agreement, the assets held by Grantee for use under this agreement ordinance, any rights nor privileges of Grantee under this
agreement ordinance, Grantee's Network capacity, or allowance ofaccess to Grantee's Network, either separately or collectively, shall be sold, resold, assigned, transferred or conveyed
by Grantee to any other person, firm, except an affiliated entity, without the prior written consent ofthe City by ordinance or resolution unless otherwise permitted in this agreement
ordinance or by the City Council. No such sale, assignment, transfer or conveyance by Grantee shall be approved by the City Council for one year after the passage of this agreement ordinance,
unless such sale, assignment, transfer or conveyance is to another City franchisee or licensee and the City Council determines such sale, assignment, transfer or conveyance is in the
best interest ofthe Town of Addison. Grantee may assign agreement to related affiliate, parent or subsidiary during the term of this agreement with notice and consent ofCity, which consent
shall not be unreasonably withheld. In the event that the purchaser or seller is the holder of a like agreement held by the purchaser upon such reasonable terms and conditions as may
be set out by the City Council when permission for merger is granted. Should the Grantee sell, assign, transfer, conveyor otherwise dispose of any of its rights or its interests under
this agreement ordinance, or attempt to do so, in violation of this requirement to obtain prior consent, the City may, after notice and reasonable opportunity to cure, deem such transfer
as a material breach in accordance with Section 21, revoke this agreement for default, in which event all rights and interest of the Grantee shall cease and no purported sale, assignment,
transfer or conveyance shall be effective. b. Plant and facilities owned by Grantee located within public property shall never be leased or subleased to a provider or reseller of similar
services unless such provider or seller has a similar franchise or is otherwise authorized to conduct business in Addison under state or Federal law. SECTION 16. INDEMNITY Grantee shall
indemnify, defend and save whole and harmless, the City and all of its officers, agencies, and employees against and from any and all claims, suits, judgments, actions, losses, costs
and expenses, including attorneys' fees and costs or expenses incidental to the investigation and defense of claims and lawsuits brought for, on behalf of or on account ofany bodily
injuries or damages received or sustained by any person, firm or corporation or to any property, which may be occasioned by, or arising out of or from, the conduct of Grantee in connection
with this agreement ordinance, the construction, reconstruction, expansion, removal, maintenance, operation, or repair of Grantee's Network, the conduct of Grantee's business in the
City pursuant to this agreement ordinance, any occurrence in connection with the agreement ordinance, any and all claims and lawsuits arising from any breach or default on the part of
Grantee in the performance ofany term, condition, provision, covenant or agreement to be performed by Grantee pursuant to this agreement ordinance, any act or omission of Grantee, or
any of its agents, contractors, subcontractors, servants, employees or licensees, or any relationship between Grantee and its end use customers and retailers whether caused by or attributable
solely to Grantee and others, or the Grantor, the intent of this provision being to bring this indemnity provision within the express negligence doctrine; and Grantee shall pay all judgments,
with costs, counsel -14-
Drall -Last Revised: 06/12195 (Mon) -1l:54am fees and expenses, which may be obtained against the City from any such claim. City agrees to give Grantee prompt and reasonable notice of
any claims or lawsuits; and Grantee shall have the right to investigate, compromise and defend same to the extent ofits own interest. The above indemnification shall not apply to any
judgment for liability resulting from the gross negligence or willful misconduct of the City. The tenns and provisions contained in this Section are intended to be for the benefit of
City and Grantee and are not intended to be for the benefit ofany third party. SECTION 17. PRINCIPAL OFFICE LOCATION Location of the Grantee's principal office shall be within the Dallas
Metro area. Grantee shall always keep and maintain, so far as is practical, specific books, records, contracts, accounts, documents, and papers for its operations within the City. All
maps, plats, records and inventories and books ofthe Grantee, insofar as they show values and location of existing property shall be preserved for use, if necessary, in connection with
any future valuation ofthe property ofthe Grantee. All notices from Grantee to the City pursuant to this agreement ordinance shall be directed to the Office ofthe City Manager, P.O.
Box 144, Addison, Texas 75001, or to such officer as designated by the City Manager. All notices to Grantee pursuant to this agreement ordinance shall be to such local corporate officer
in the Dallas Metropolitan area designated by Grantee. Grantee shall maintain within the Dallas Metropolitan area through the tenn of this agreement ordinance an address for service
of notices by mail. Grantee shall also maintain within the Dallas Metropolitan area a local telephone number operational during nonnal business hours for the conduct of matters related
to this agreement ordinance. Any change in address or telephone number shall be furnished to the City ten (10) days prior to the change. ..􀁾 SECTION 18. SECTION 19. NOTICES CONFIDENTIALITY
City agrees to to use its best efforts to preserve the confidentiality of information designated by Grantee as proprietary, to the extent pennitted by law. SECTION 20. VIOLATIONS Ifthe
City has reason to believe that Grantee is in violation ofthis agreement, the City shall notify Grantee in writing of the violation setting forth the nature of such violation. Within
ten (10) days of receipt of such notice, Grantee shall respond in writing to provide explanation or documentation to support that the violation did not occur. Grantee shall be allowed
thirty (30) days to cure violations after written notice is received from the City. Upon evidence being received by the City that any violation ofthis agreement ordinance any City Charter
provisions or any ordinances lawfully regulating Grantee in the construction and operation of its Network is occurring, or has occurred, the City shall cause an investigation to be made.
If the City finds -15-
Dran -Last Revised: 06/12195 (Mon) -11:54am that such a violation exists or has occurred, the Grantee shall take appropriate steps to comply with the tenns ofthis agreement ordinance
and any lawful regulation. Should Grantee fail to comply, after notice and opportunity to cure, then the City may take any action authorized by law, including forfeiture ofthis agreement
in the event ofa substantial breach under Section 21 and a suit incourt to compel compliance. If, in any such proceeding, default is finally established, Grantee shall be required to pay to the City the reasonable expenses incurred in the prosecution
of such suit and all the City's damages and costs (including attorneys' fees), but Grantee shall be allowed either by the court in the judgment of forfeiture or by order of the City
Council, a reasonable time thereafter, as fixed by such judgment or order, to correct the default and pay such expenses, damages and costs as it may be adjudged to pay, and if Grantee
does so correct and so pay within such time, forfeiture shall not become effective nor be enforced. SECTION 21. TERMINAnON a. In addition to all other rights and powers retained by the
City under this agreement ordinance or otherwise, the City reserves the right to terminate this agreement ordinance, and all rights and privileges ofGrantee hereunder shall cease in
the event of substantial breach, subject to reasonable notice and opportunity to cure, of its terms and conditions. A substantial breach by Grantee shall include, but shall not be limited
to, the following: (i) Grantee's violation of any material provision of the agreement ordinance or any material rule, order, regulation or determination ofthe City made pursuant to this
agreement ordinance; (ii) Grantee's failure to properly compensate the City as required in this agreement ordinance; (iii) Grantee's attempt to evade any material provision of the agreement
ordinance or to practice any fraud or deceit upon the City or upon Grantee's customers or interexchange carriers; (iv) Grantee's failure to be capable ofproviding actual services to
its customers within twenty-four (24) months from the date ofcompletion of construction ofits initial Network unless otherwise authorized by the City Council; (v) Grantee's failure to
complete its construction and provide service as described in Section 3 ofthis agreement ordinance; (vi) Grantee's attempt to sell, transfer, conveyor assign any ofthe rights and privileges
granted pursuant to this agreement ordinance within one (1) year after the passage ofthis ordinance; -16-
SECTION 22. Dran -Last Revised: 06112195 (Mon) -11:54am (vii) Grantee's attempt to sell, transfer, conveyor assign any of the rights and privileges granted pursuant to this agreement
ordinance without City Council approval; (viii) Grantee's failure to respond to or comply with City requested reports, audits, statements and other information in a timely manner; (ix)
Grantee's failure to operate its Network for twenty four (24) months after it has been constructed; or (x) Grantee's material misrepresentation of fact in its application or negotiations
during the agreement process; or the conviction of any director, officer, employee or agent of Grantee for the offense of bribery or fraud connected with or resulting from the award
ofthe agreement to Grantee. POLICE POWERS In accepting this agreement ordinance, the Grantee acknowledges that its rights hereunder are subject to and in accordance with the police power
ofthe Town of Addison to adopt and enforce general ordinances necessary to the safety and welfare ofthe public; and Grantee shall comply with all applicable general laws and ordinances
enacted by the City pursuant to such powers. Any conflict between the provisions ofthis agreement ordinance and any other present or future lawful exercise ofthe City's police powers
shall be resolved in favor ofthe latter. SECTION 23. SAVINGS CLAUSE FOR FffiER OPTICS FRANCHISE AGREEMENTS Notwithstanding anything contained in this ordinance to the contrary, in the
event that (a) this ordinance or any part hereof, or (b) any procedure provided in this ordinance, or (c) any compensation due the City under this ordinance, becomes, or is declared
or determined by a judicial, administrative or legislative authority exercising its jurisdiction to be excessive, unrecoverable, unenforceable, void, unlawful or otherwise inapplicable,
in whole or in part, MCIM and City shall meet and negotiate a new ordinance that is in compliance with the authority's decision or enactment and, unless explicitly prohibited, the new
ordinance shall provide the City with a level ofcompensation comparable to that set forth in this ordinance provided that such compensation is recoverable by MCIM in a mutually agreed
manner permitted by law for the unexpired portion ofthe term of this ordinance. SECTION 23. CITY MANAGER The City Manager may delegate the exercise ofany and all ofthe powers conferred
upon the City by its Charter or by general law relating to the administration and enforcement of this agreement ordinance and to the Grantee's exercise of the rights and privileges herein
conferred. -17-
SECTION 24. GOVERNING LAW Draft -Last Revised: 06/12/95 (Moo) -11:54am This agreement ordinance is passed subject to the provisions ofthe Constitution and laws ofthe United States, the
State of Texas, and the Charter and ordinances of the Town of Addison. SECTION 25. FORCE MAJEURE The time within which Grantee shall be required to perform any act under the agreement
ordinance shall be extended by a period oftime equal to the number of days due to a force majeure. The term "force majeure" shall mean delays due to acts of God, war, civil disturbances,
fire, unavoidable casualty, construction delays due to weather, or other similar causes beyond the control of Grantee. Notwithstanding anything contained anywhere else in this agreement
ordinance, Grantee shall not be excused from performance of any of its obligations under this agreement ordinance by misfeasance or malfeasance of its directors, officers or employees
or by mere economic hardship. SECTION 26. SEVERABILITY If any section, subsection, sentence, clause, phrase, term, provision, condition, covenant or portion of this agreement ordinance
is for any reason held invalid or unenforceable by any court of competent jurisdiction, the remainder of this agreement ordinance shall not be affected thereby but shall be deemed as
a separate, distinct and independent provision, and such holding shall not affect the validity ofthe remaining portions hereof, and each remaining section, subsection, sentence, clause,
phrase, term, provision, condition, covenant and portion ofthis agreement ordinance shall be valid and enforceable to the fullest extent permitted by law. SECTION 27. ACCEPTANCE OF AGREEMENT
Grantee shall, within thirty (30) days after the passage of this agreement ordinance, file in the office of the City Secretary a written instrument accepting this agreement ordinance
and all terms and conditions thereof, signed and acknowledged by its proper officers in a form acceptable to the City. Grantee shall not commence construction, operation or activation
ofits Network until providing City with the required insurance, bond and acceptance. SECTION 28. EFFECTIVE DATE This agreement ordinance shall take effect immediately from and after
its passage and acceptance in accordance with the provisions of the Charter of the Town of Addison and it is accordingly so ordained. SECTION 29. HEADINGS -18-
Dran -Last Revised: 06/12195 (Mon) -1l:54am The enumeration and headings of the sections of this Ordinance are merely for convenience of reference, do not constitute representations
or warranties, do not impose any obligation whatsoever and have no substantive significance. DULY PASSED BY THE CITY COITNCIL OF THE TOWN OF ADDISON, TEXAS on this the day of --', 1995.MAYOR
ATTEST: CITY SECRETARY n:\harlan\addison.dc -19-
WAIVER ACCOUNTS AND OTHER RECORDS AND REPORTS INVESTIGATIONS . a. . GranteeshalJ keepthe City fuHy informed as to all matters in connectioI19; or affecdng the construction, reconStruction,
removal, maintenance, ()peration, and 􀁲􀁥􀁰􀁾􀁔􀁦 Grantee's Network, Grantee's account methods and procedures iI1 connection therewith, 􀁡􀁮􀁤􀁩􀁬􀁩􀁾􀀺 recording and reporting by Grantee
of all revenues and uncollectibles. . .. SECTION 13. SECTION 1.2. (xi) Unrecovered bad debts cha.rged off after diligent, unsuccessful efforis collect are excluded from Gross Revenues
. . ,·c····c··.·., b. Grantee shall keep complete and accurate books of account and records ofits business and operations pursuant to this agreement ordinance in accordance with generally
accepted accounting principles. Ifreq uired by the FCC, Grantee shall use the system of accounts and the forms ofbooks, accoWlts, records, and memoranda prescribed by the FCC in 47 CFR
Part . 32 or its successor and as may be further described herein. The City may require require the 􀁫􀁥􀁥􀁰􀁩􀁾􀁯􀁦 additional records or accounts which are rea.sonably necessary for
purposes of identifYing, accounting for, and reporting gross revenues and uncollectibles for purposes of Section 11. Ex.cept as pTOvided in Section 22 oftrus ordinance, any provisions
ofthe Town of Addison Code ofOnlinances that are inconsistent with the temlS, conditions and provisions ofthis agreement ordinance are waived. Any transactions which have the effect
of circumventing payment of required agreement fees. and/or evasion of payment of agreement fees by I1OI1-collection Or non-reporting of Gross Revenues, bartering, or any other means
which evade the actual collection of revenues for business pursu:e4 by Grantee are prohibited. "..' (x) all other revenues collected by' Grantee from business pursued withirtthe City,and
Grantee shalt file annually With tbe Director ofFinance no later than ninety (90) days afterthe end ofthe Grantee's fiscal year, a statement of revenues (for that year) attributable
to the operationsOfilie Grantee's Network within the Town ofAddison pursuant to this ordin,ance. This statement shaH 􀁰􀁮􀀺􀁾􀁳􀁥􀀱􀀬􀁴􀀮􀁾􀀺􀁾􀂷 S in a form prescribed in Exhibit A,
a detailed breakdown ofGross Revenues and uncollectible accounts for the year. This statement shall be prepared by a Certified Public Accountant whose report shall . accompany thestatement."
Payment ofmoney under this Section shall not in anyway limit or inhibit any of the 'privileges rights of the Town of Addison, whether under this agreement ordinance or otherwise. . 􀁾
.
COMPENSATION TO THE CITY (i) one fourth (114) ofthe Minimum /\onlla! B'cc, calcubted on ;:he 􀁢􀀺􀁬􀁳􀁩􀂷􀁾 of (l twelve month Compensation Year, or (ii) 5% of Gross 􀁒􀁾􀁶􀁥􀁮􀁵􀁥􀁳
for such quarter. c. 􀂷􀁾􀁫􀁡􀁛􀁣􀁊􀁬􀁬􀁡􀀮􀁴􀁩􀁯􀁮 and Payment on a Qlj3rtedy 􀁂􀁡􀁾􀁩􀀵􀀮 -Grantee shall pay to the City for each'quarter!l;1 amount equal to the greater of: a. Acceptance
Fee -The Grantee agrees to pay upon completion of construction of its initial Network a one time acceptance fee to the City the sum of One Dollar ($1.00) per' linear foot of the Cityis
streets traversed and a fee of One Thousand Dollars ($1, OOO)pl.".r pl,blic street crossing that is underground at underground and after acceptance of 􀁴􀁨􀁴􀁾 􀁡􀁧􀁲􀁾􀁾􀁩􀁲􀀡􀁩􀀻􀀧􀁗
pursuant to Section 27. In any event, Grantee's use of leased conduit facilities for 􀁎􀁾􀀡􀁷􀂷􀀢􀁫􀂷 , purposes shaH not require this per linear foot charge. AddItionally, Grantee shall
not be 􀁲􀁥􀁱􀁵􀁩􀁮􀁾􀀨􀁬 to pay this' fee again in the same duct for additional usage or new franchises by Gra.ntee or lts assigns.b. 􀁾􀀮􀁡􀁬 Compensation -For the reason that the
public streets,alleys and rightso of-way to he used by Grantee in the operation of its Network within the boundaries of the City are valuabJepublic properties, acquired and maintained
by the City at a great expense to its 􀁴􀁡􀁸􀁰􀁡􀁹􀁥􀁲􀁳􀁾 and thaf.the gmt to Grantee ofthe. use of said public streets, alleys and rights-of...􀁾􀀧 is a 􀁶􀁡􀁬􀁵􀁡􀁢􀁬􀁥􀁰􀁲􀁯􀁰􀁾
right witboutwhichGrantee would be required to invest substantial 􀁣􀁾􀁴 in 􀁲􀁩􀁧􀁨􀁩􀀭􀁯􀁦􀀭􀁷􀁡􀁹􀁾􀁯􀁳􀁴􀁳 and acquisitions, the Grantee agrees to pay to the City as 􀁇􀁥􀁮􀁥􀁴􀁾􀀮
Compensation during each year ofthis agreement ordinance, a sum equal to the greater of the' Minimum Annual Fee or Annual Gross Revenue Based Fee. The minimum annual fee shall be $5,000.
SECTION 11 v) Grantee will provide physical network. mainten.ance for all City fiber and splice points (points contained within 􀁇􀁲􀁡􀁯􀁴􀁥􀁾􀀧􀁳 Network facilities); vii) the City
will assist Grantee in obtaining any permits necessary for the purpose of cormect;ng City facilities; . . .. viji) in case of emergency or disaster, Grantee shall, upon request of the
City, make available its facilities to the City, v..ithout cost, for emergency use. iv) Grantee will c·onstruct City's building entra.\J;:,<; Jinks within 􀁬􀁬􀁲􀀩􀁴􀀬􀁾 􀁨􀁩􀁊􀀨􀁪􀁊􀁲􀁾􀁊
'-iJid tv.:enty days of the City's written request; vi) these fibers, and the transmission capacity provided hereunder shaJI not be used, either directly or indirectly, for sale, donation,
trade, barter or resale to any third parties; . ... ..-.'--
!1!U=\§) NETWORK 􀁾 TECHNOLOGIES March 25, 1994 Mr. John Baumgartner Director of Public Works Town of Addison 16801 Westgrove Drive Addison, Texas 75001 Dear Mr. Baumgartner: Attached
are the two (2) maps of the town of Addison with MFS fiber optic cable routes, existing and future, marked in red as requested. If you have any questions on this, please feel free to
call me at 214-490-9299. ;:: p;1Q; Bill Pritchett Construction Manager BP/tlb enc!. 14209 Proton Road Farmers Branch, TX 75244 Tel. 214/490-9299 Fax 214/490-9049
􀁾􀀭􀀭 MPBELl 1 l-------.,!''''''''''-''''' ! 􀁾􀁜 I li:l---------lt ---'PROPOSED AERIAL RING ------POPOSED UG FIBER MSA-TP for DALLAS RING 239F DALLAS NORTH TOLLWAY April 14, 1995 .Scale:
1" = 2850' Sheet: 1 of 2 I dallaS\239f_row I COUNTY DIST ICITY TOWNSHIP IAERIAL FOOTAGE lUG FOOTAGE DALLAS ADDISON 1370.3 6696.72 DALLAS DALLAS 93572.81 14957.67 DALLAS RICHARDSON 45774.22
COLLIN RICHARDSON 7836.27 COLLING PLANO 10324.77 TOTAL DALLAS 94943.11 67428.56 /. 􀁾 J ,'\':J'C k 􀀢􀀢􀀬􀀬􀁾 􀁾􀀢 TOTAL COLLIN 0 18164.04 1\/􀁮􀀢􀀢􀀢􀁾􀀢􀀢􀀢􀀢􀀧􀁬 t== ..." .".",,,,,"71
___ \""" ., -",I' TOTAL 94943.11 85592.6 2250 LAKESIDE BLVD. RICHARDSON, TX. 75082 I I\fIf'h, I Melmetro
ARAPAHO BELTLINE SPRING VALLEY NORTH TOLLWAY ....LINDBERG .""".,. .......... BELTWAY -...J.... :::). <. 5i3.t.••••••• BOYINGTON TRINITY MILLS ::t: 􀁾 ALPHA ::::::liE BELTLINE VALLEY
VIEW ••••• UNDERGROUND --AERIAL KELLER SPRINGS
TRINITY MILLS ARAPAHO BEbTLlNESPRING VALLEY NORTH TOLLWAY z: o􀁾Cl Cl <C \ BELTWAY ..... 1 :...JI :::)1 <C 1 t51 5 ..••••• • BOYINGT ::I: 􀁾 ALPHA :::E BELTLINE VALLEY VIEW ••••• UNDERGROUND
--AERIAL KELLER SPRINGS
Metropolitan Fiber Systems of Dallas, Inc. ACCEPTANCE OF ORDINANCE NO. 093-047 Metropolitan Fiber Systems of Dallas, Inc., by and through its duly authorized officer, accepts all terms
and conditions of the Street Ust:} and Rental Agreement set forth in the Town of Addison Ordinance 093-047 passed and adopted by the City Council of the Town of Addison on August 24,
1993. The caption of said Ordinance being: AN ORDINANCE OF THE TOWN OF ADDISON, TEXAS, GRANTING TO METROPOLITAN FillER SYSTEMS OF DALLAS, INC. A STREET USE AND . RENTAL AGREEMENT FOR
THE PURPOSE OF CONSTRUCTING, MAINTAINING AND OPERATING ITS FIBER OPTIC NETWORK IN PUBLIC STREETS, ALLEYS, AND RIGHTS-OF-WAY IN THE TOWN OF ADDISON; PROVIDING FOR THE CONDITIONS GOVERNING
THE CONSTRUCTION, EXPANSION, USE, RECONSTRUCTION, EXCAVATION, MAINTENANCE AND OPERATION OF A FillER OPTIC NETWORK; PROVIDING FOR A BOND AND INSURANCE; PROVIDING FOR THE REGULATION OF
WORK BY OTHERS, CONSTRUCTION BY ABUTTING OWNERS AND REQUIRING ALTERATION TO CONFIRM WITH PUBLIC IMPROVEMENTS; PROVIDING FOR THE CITY'S RIGHT TO USE CERTAIN PORTIONS .OF THE FIBER OPTIC
NETWORK; PROVIDING FOR COMPENSATION FOR THE PRIVILEGES CONFERRED UNDER THIS STREET USE AND RENTAL AGREEMENT; PROVIDING FOR ACCOUNTING AND OTHER INFORMATION; PROVIDING FOR CONDmONS CONCERNING
RENEWAL; PROVIDING FOR CONDITIONS OF TRANSFER OR ASSIGNMENT; PROVIDING AN INDEMNITY CLAUSE; PROVIDING FOR A LOCAL OFFICE; PROVIDING FOR CONSEQUENCES OF AGREEMENT VIOLATIONS; PROVIDING
FOR COMPLIANCE WITH EXISTING LAWS; PROVIDING FOR WRIITEN ACCEPTANCE OF THE TERMS OF TIDS AGREEMENT; AND PROVIDING AN EFFECTIVE DATE. And files this acceptance as required by the terms
of the Ordinance. IN TESTIMONY WHEREOF, witness the corporate signature of Metropolitan Fiber Systems of Dallas, Inc. by its duly authorized officer, this theAday of September, 1993.
ACCEPTANCE OF ORDINANCE NO. 093-<>47 DOC #: 115969 PAGE 1
Original acceptance of agreement in Ordinance No. 093-047 of which the foregoing is a true copy was filed in my office on the2Dtt day 􀁯􀁦􀁾􀀬 1993, at 3:00 o'clock, L·m. (SEAL) {l--􀁾􀁣􀂣􀀮􀁷􀀭􀀭􀀭�
�􀀭􀀭􀀭􀀭􀀭􀀭 City Secretary ACCEPTANCE OF ORDINANCE NO. 093-047 DOC #: 115969 PAGE 2
􀀱􀁒􀁬􀁻􀁧􀂩􀁾􀁮􀁗􀁾􀀱􀁑􀁊 ORDINANCE NO. 093-046 SEP 􀁾 7 1993 TOWN Uf 􀁁􀁏􀁕􀀻􀁾􀁏􀁎 AN ORDINANCE OF THE TOWN OF ADDISON, TEXAS, 􀁇􀁾􀁾􀁅 ADMIN. TO METROPOliTAN FIBER SYSTEMS OF DALLAS,
INC. A STREET USE AND RENTAL AGREEMENT FOR THE PURPOSE OF CONSTRUCTING, MAINTAINING AND OPERATING ITS FffiER OPTIC NETWORK IN PUBliC STREETS, ALLEYS, AND RIGHTS-OF-WAY IN THE TOWN OF
ADDISON; PROVIDING FOR THE CONDITIONS GOVERNING THE CONSTRUCTION, EXPANSION., USE, RECONSTRUCTION, EXCAVATION, MAINTENANCE AND OPERATION OF A FffiER OPTIC NETWORK; PROVIDING FOR A BOND
AND INSURANCE; PROVIDING FOR THE REGULATION OF WORK BY OTHERS, CONSTRUCTION BY ABUTTING OWNERS AND REQUIRING ALTERATION TO CONFORM WITH PUBliC IMPROVEMENTS; PROVIDING FOR THE CITY'S
RIGHT TO USE CERTAIN PORTIONS OF THE FffiER OPTIC NETWORK; PROVIDING FOR COMPENSATION FOR THE PRIVILEGES ·CONFERRED UNDER TInS STREET USE AND RENTAL AGREEMENT; PROVIDING FOR ACCOUNTING
AND OTHER INFORMATION; PROVIDING FOR CONDITIONS·· CONCERNING RENEWAL; "PROVIDING FOR CONDITIONS OF TRANSFER . OR ASSIGNMENT; PROVIDING AN INDEMNITY CLAUSE; PROVIDING FOR A LOCAL OFFICE;
PROVIDING FOR CONSEQUENCES OF AGREEMENT VIOLATIONS; PROVIDING FOR COMPliANCE WITH EXISTING LAWS; PROVIDING FOR WRITTEN ACCEPTANCE OF THE TERMS OF TInS AGREEMENT; AND PROVIDING AN EFFECTIVE·
DATE. NOW, THEREFORE, BE IT ORDAINED BY TIfE CITY COUNCIL OF TIfE TOWN OF ADDISON, TEXAS: SEcnON 1. DEFINITIONS For the purpose of this ordinance, the following terms, phrases, words,
abbreviations and their derivations shall have the meaning given herein unless more specifically defmed within other sections of this ordinance. When not inconsistent with the context,
words used in the present tense· include the future tense, words in the single number include the plural number. The word "shall" is always mandatory, and not merely directory. A. "Acceptance
Fee" means the amount payable based on a formula of $1.00 per linear foot of streets traversed, and $1,000 per public street crossing that is underground. B. "General Compensation" means
means the amount Grantee is required to pay City under Section· 11. OFFICE OF THE CITY SECRETARY DOC II: 104397/1 ORDINANCE NO. 093-046
C. IfAnnual Gross Revenue Based Fee" means an amount equal to five percent (5%) of (i) Granteets Gross Revenues received by Grantee during the year for the operation of Grantee's Network
within the City, and (ii) a proportionate share of Grantee's Gross Revenue derived from the physical interconnection of Grantee's Network with other cities. D. "CitY' shan mean the Town
of Addison, a home-role municipal corporation. E. "A:nniversaIy Date" shall mean the date on which this agreement is accepted by t1le compaDy. ' F. "Fiber Optic Telecommunications Network"
shaD mean the Company's system of cables, wires, lines, towen, wave guides, optic fiber, microwave, laser beams, and any associated· converters, equipment, or facilities designed and
constructed for the purpose of producing, receiving, amplifying or distributing by audio, video or other forms of electronic signals to or from subscnbers or locations within the City.
G. "Company" or ItGrantee" shall mean Metropolitan Fiber Systems of Dallas, Inc., a Delaware Delaware corporation, its successors and assigns. H. 'Day or days" shall mean a calendar
day or days. I. "Director" shall mean the Director of the Fmance Department of the City or his designee. J. "Gross Revenue" shall mean all receipts collected by the Company for an communications
and related operations and semces within the COIpOrate limits of the City as well as any other revenue arising from the operation or possession of this franchise. Byway ofexample, but
without 􀁊􀁩􀁊􀁮􀁩􀁴􀁡􀁴􀁩􀁯􀁾 "Gross Revenue" includes the sale or lease of customer premise equipment, installation charges, access charges paid to the Company by other earners, street
use and rental fees and occupation taxes surcharged to 􀁣􀁵􀁳􀁴􀁯􀁭􀁥􀁲􀁾 and the lease or re-sale of lines or circuit paths to third parties. "Gross Revenue" does not include revenue
uncolleet1ble from customers (bad debts). K. "Director of EngiDeering" shall mean the Director of the City's Engineering Department or his designate. L "Minimum Annual Feelt shall be
based on the projected Gross Revenue for the first years operation. Minimum Annual Fee for subsequent years is based on the highest amount paid for any previous year. OFFICE OF THE CITY
SECRETARY DOC 􀁾 ]0439112 ORDINANCE NO. 093-046
M. "Compensation Year" means each calendar year during the term of this franchise agreement in which General Compensation is paid by Grantee to the City. SECTION 2. GRANT OF CERTAIN
RIGHTS There is hereby granted, subject to the City'sprompt receipt of monetary and services compensation, to Metropolitan Fiber Systems of Dallas, Inc., a corporation, hereinafter called
"Grantee", for an initial term of seven (7) years from passage of this streets use and rental agreement (thereinafter referred to as the agreement, agreement ordinance or ordinance)
(unless otherwise terminated as provided for herein), the non-exclusive right and privilege to have, acquire, construct, expand, reconstruct, maintain, use and operate in, along, across,
on, over, through, above and under the public streets, alleys and rights-of-way of the City, a Fiber Optics Telecommunications Network (the "Network"), which shall be limited to audio,
video, data, voice and signalling communications services. Grantee shall not provide services directly regulated by the Texas Public Utility Commission (the "PUC") under the Texas Public
Utility Regulatory Act unless authorized by the PUC. Grantee shall not provide cable services or operate a cable system as defmed in the Cable Communications Policy Act of 1992 (47 U.S.C.A.
§521, et seq., as amended) or as recognized by the Federal Communications Commission (the "FCC") without fIrst obtaining a cable franchise from the Town of Addison shall not allow the
use of the Network by a cable system that has not been granted authority by the City. This agreement ordinance is granted to Grantee solely for the purpose of directly serving its end-user
customers (including hotels, motels, hospitals and buildings with shared tenant services) and interexchange carriers. This ordinance does not require Grantee to provide ubiquitous service
throughout the entire city as a public service provider. SECTION 3. CONSTRUCTION, MAINTENANCE, EXPANSION, RECONSTRUcnON, AND EXCAVATION (a) The construction, expansion, reconstruction,
excavation, use, maintenance and operation of Grantee's Network, facilities and property shall be subject to all lawful police regulations of the City and performed in accordance with
the City's regulations for utility location and coordination. In addition to any other City regulations or requirements, thirty (30) days prior to the commencement of construction, Grantee
shall provide the City Engineer (or such other officials as the City may designate from time to time) each with a copy of the construction work plans and drawings. Grantee shall not
proceed with construction until the plans and drawings have been approved in writing by the proper City officials. (b) Upon request of the City, Grantee shall remove and abate any portion
of the Network or any facility that is dangerous to life or property, and in case Grantee, after notice, fails or refuses to act, the City may remove or abate the same, OFFICE OF THE
CITY SECRETARY DOC #: 104397/3 ORDINANCE NO. 093-046
at the sole cost and expense of Grantee, all without compensation or liability for damages to Grantee. Grantee shall promptly restore the public streets, alleys and rights-of-way to
their condition prior to Grantee's construction, maintenance, or excavation, to the reasonable satisfaction of the City Engineer.. Grantee shall excavate only for the construction, installation,
expansion, repair, removal, and maintenance of all or a portion. of its Network. (c) Except in an emergency, Grantee shall not excavate any pavement in any public alley or street or
significant amounts of any unpaved public right-of-way without first securing permission of the City Engineer, but such permission shall be given if the proposed excavation is in accordance
with the terms of this ordinance. The City Engineer shall be notified as soon as practicable regarding work performed under emergency conditions; and Grantee shall comply with the City
Engineer's reasonable requirements for restoration of any disturbed public property. (d) d) Within thirty (30) days of completion of each segment of Grantee's Network, Grantee shall
supply the City with a complete set of "as built" drawings for that segment. Further, after each replacement, relocation, reconstruction, or removal, Grantee shall promptly notify the
City of the exact changes made and· shall provide a new set of "as built" drawings of each modification to the City Engineer. Grantee shall provide annually a complete set of "as built"
drawings incorporating these changes. Grantee shall obtain the City's approval before any system changes are made. (e) Grantee shall complete construction and full activation of one
hundred percent (100%) of its Network within 24 months after passage of this franchise ordinance. Further, Grantee shall be capable of providing service to end use customers no later
than twelve (12) months after passage of this agreement ordinance. SEcrION 4. TERM OF AGREEMENT Upon the fIling with the City by the Grantee of the acceptance required herein, this agreement
shall be in full force and effect for a term and period of ten (10) years, beginning on the Anniversary Date. This agreement shall be automatically renewed for one subsequent ten (10)
year period unless either party shall fIle ninety (90) day prior written . notice of cancellation to the other and the other shall have responded their acknowledgement in a similar form.
SECTION S. CONSTRUCTION WORK REGULATION BY CITY AND UNDERGROUND CONDUIT USED BY CITY (a) All work done in connection with the construction, expansion, reconstruction, maintenance or
repair of the Network shall be subject to and governed by all laws, rules, and regulations of the City, and Grantee "'shall place all OFFICE OF THE CITY SECRETARY DOC #: 104397/4 ORDINANCE
NO. 093-046
facilities underground according to reasonable requirements that may be adopted from time to time by the City; provided, however, Grantee shall be given due notice and shall be entitled,
upon request, to a hearing before the City Council of the Town of Addison prior to the adoption of any such requirements, and further provided that Grantee may present evidence to demonstrate
that such requirements will substantially impair its ability to recover its operation expenses. (b) All excavations and other construction in the public streets, alleys, and rights-of-way
shall be carried on to interfere as little as practicable with the use of public and private property and in accordance with any direction "given by the City under the police and regulatory
powers of the City. (c) Grantee may be required by the City to construct portions of the Network, or all of its Network, underground, or to share conduit or duct trench space owned and
maintained by any other person or entity, or to permit the wires or equipment of of any other person or entity authorized by the City to be attached to the facilities owned and maintained
by the Grantee, upon reasonable, non-discriminatory terms and at fair market value. Grantee may require any such person or entity to furnish evidence of adequate insurance covering Grantee
and adequate bonds covering the performance of the person or entity attaching to Grantee's facilities as a condition precedent to granting pennission to any such person or entity to
attach wires or equipment to Grantee's facilities; provided Grantee's requirements for. such insurance shall be reasonable. (d) Any facilities of other persons or entities that are attached
to or within Grantee's Network shall be placed, replaced, maintained and removed in a safe manner so that the attachment does not interfereunnecessarily with the erection, replacement operation, repair or maintenance of the Network or other persons or entities using the same Network. Grantee shall not be required to attach
its Network to the facilities of any other person or entity franchised by the City or to permit the facilities of any other person or entity to be attached to Grantee's facilities, if
it can be satisfactorily shown that thereby Grantee will be subjected to increased risks of interruption to its service or to increased liability for accidents, or if the facilities
of such other person or entity are not of the character, design and construction required by, or are not being maintained in accordance with current practice. Provided, however, nothing
herein shall modify or abrogate the power of the City to require any holder of a franchise or any street use and rental agreement or similar agreement from the City to allow use of its
facilities by any other holder of a City franchise pursuant to the City Charter. SECTION 6. BONDS (a) Grantee shall obtain and maintain, at its sole cost and expense, and fIle with the
City Secret3ry, a corporate surety bond with a surety company authorized to do business in the State of Texas and found acceptable by the CitY Attorney, in OFFICE OF THE CITY SECRETARY
DOC 1/: 104397/5 ORDINANCE NO. 093-046
the amount of Two Hundred Fifty Thousand Dollars ($250,000) both to guarantee the timely construction and full activation of Grantee's Network and to secure Grantee's performance of
its obligations and faithful adherence to all requirements of this agreement ordinance. After the fIrst fIve (5) years of the initial term, bond requirement shall be reduced to One Hundred
Thousand Dollars ($100,000). Grantee shall provide this corporate surety bond at the time of fIling the acceptance of franchise, as required by Section 27 herein. The bond shall provide,
but not be limited to, the following condition: there shall be recoverable by the City, jointly and severally from the principal and surety, any and all damages, loss or costs suffered
by the City resulting from the failure of the Grantee to satisfactorily construct, complete and fully activate one hundred percent (100%) of Network miles within 24 months after passage
of this ordinance. (b) Any extension to the prescribed time limit of one hundred percent (100%) of Network miles within 24 hours shall be authorized by the City Council. Such extension
shall be authorized only when the City Council determines that such extension is necessary and appropriate due to causes beyond the control of Grantee. (c) The rights reserved to the
City with respect to the bond are in addition to all other rights of the City, whether reserved by this agreement ordinance or authorized by law; and no action, proceeding or exercise
of a right with respect to such bond shall affect any other rights the City may have. (d) The bond shall contain the following endorsement: It is hereby understood and agreed that this
bond may not be canceled by the surety nor any intention not to renew be exercised by the surety until sixty (60) days after receipt by the City, by registered mail, of written notice
of such intent. SECTION 7. INSURANCE (a) Grantee shall obtain and maintain in full force and effect throughout the term of this agreement ordinance, and any extension or renewal thereof,
insurance with an insurance company licensed to do business in the State of Texas, approved by the State of Texas and acceptable to the City. All companies will be required to be rated
A-VI or better by A.M. Best or A or better by Standard and Poors. The insurance shall be issued in the standard form approved by the State Board of Insurance. Grantee shall provide City
with proof of such insurance so required at the time of fIling the acceptance of franchise, as required by Section 27 herein. The City reserves the right to review these insurance requirements
during the effective period of the agreement ordinance and any extension or renewal thereof, and to adjust insurance coverage and their limits when deemed necessary and prudent by the
City Manager, based upon changes in statutory law, court decisions, or the claims history of the industry or the Grantee. OFFICE OF THE CITY SECRETARY DOC #: 104397/6 ORDINANCE NO. 093-046
(b) SUbject to the GraIltee' s right to maintain reasonable deductibles in such amounts as are approved by the City, Grantee shall obtain and maintain in full force and effect for the
duration of this agreement ordinance, and any extension or renewal thereof, at Grantee's sole expense, insurance policy coverage in the following type and minimum amounts: 1. Worker's
Compensation and Employer's Liability AMOUNT Statutory $500,000/500,000/100,000 2. Commercial General (public) Liabilityto include coverage for the following where the exposure exists:
(i) Premises operations (ii) Independent contractors (iii) Products/completed (iv) Personal injury (v) Contractual liability (vi) Explosion, collapse and underground property damage
3. Comprehensive Automobile insurance coverage for loading and unloading hazards, for: Combined single limit for bodily injury and property damages $3,000,000 per occurrence or its equivalent
(i) (ii) (ii) Owned/leased automobiles Non-owed automobiles Hired automobiles Combined single limit for bodily injury and property damage $1,000,000 per occurrence or its equivalent
(c) The City shall be entitled, upon request and without expense, to review copies of the policies and all endorsements thereto., The City may make any reasonable requests for deletion,
revision or modification of particular policy terms, conditions, limitations or exclusions, except where policy provisions are established by law or regulation binding upon either City
or Grantee or upon the underwriter for any of such policies. Upon request for deletion, revision or modificatiori by the City, OFFICE OF THE CITY SECRETARY DOC #: 104397n ORDINANCE NO.
093-046
Grantee shall exercise reasonable efforts to accomplish the changes m policy coverage, and shall pay the cost thereof. (d) Grantee agrees that with respect to the above-required insurance,
all insurance contracts will contain the following required provisions: (i) Name the Town of Addison and its officers, employees, board members and elected representatives as additional
insured (as the interests of each insured may appear) as to all applicable coverage; (ii) Provide for forty-five (45) days notice to the City for cancellation, non-renewal, or material
change; (iii) Provide for notice to the Director of Finance by certified mail; and (iv) Provide that all proVISIOns of the agreement ordinance, as amended, concerning liability, duty,
and standard care, including the Indemnity, Section 16, of this agreement ordinance, shall be underwritten by contractual coverage sufficient to include such obligations within applicable
policies. (e) The insurance policies obtained by Grantee in compliance with this Section shall be subject to approval by the City, and such proof of insurance, along with written evidence
of payment of required premiums, shall be fIled and maintained with the Director of Finance during the tenn of this agreement ordinance, or any extension or renewal thereof, and may
be changed from time to time to reflect changing liability limits, as required by the City. Grantee shall immediately advise the City Attorney of any actual or potential litigation that
may develop that would affect this insurance. (t) Insurers shall have no right of recovery against the City, it being the intention that the insurance policies shall protect Grantee
and the City and shall be primary coverage for all losses covered by the policies. (g) The policy clause "Other Insurance" shall not apply to the Town of Addison where the City -is an
insured on the policy. (h) Companies issuing the insurance policies shall have no recourse against the Town of Addison for payment of any premiums or assessments which all are set at
the sole sole risk of the Grantee. SEcnON 8. WORK BY OTHERS, CONSTRUcnON BY ABUTTING OWNERS, ALTERATION TO CONFORM WITH PUBliC IMPROVEMENT < OFFICE OF THE CITY SECRETARY DOC #: 104397/8
ORDINANCE NO. 093-046
(a) The City reserves the right to lay and permit to be laid, sewer, gas, water, and other pipe lines or cables and conduits, and to do and permit to be done, any underground and overhead
work that may be deemed necessary or proper by the City in, across, along, over or under any public street, alley, or right-of-way occupied by Grantee, and to change any curb or sidewalk
or the grade of any street. In permitting such work to be done, the City shall not be liable to Grantee for any damages not willfullyand directly caused by the sole negligence of the
City; provided, however, nothing herein shall relieve any other person or entity from liability for damage to Grantee's Network. All work performed will be in accordance to the City
manual for Utility Location and Coordination. ": (b) In the event that the City authorizes abutting landowners to occupy space under the surface of any public street, alley, or right-Of-way,
such grant to an abutting landowner shall be subject to the rights herein granted to Grantee. In the event that the City shall close or abandon any public street, alley, or right-of-way
which contains any portion of Grantee's Network, any conveyance of land contained in such closed or abandoned public street, alley, highway, or right-of-way shall be subject to the rights
herein granted. (c) Whenever by reason of the changes in the grade of any street or in the location or the manner. of constructing any water pipes, gas pipes, sewers, or any other underground
or overhead structure for any purpose whatever, it shall be deemed necessary by the City to alter, change, adapt or conform a portion of Grantee's Network thereto, such alterations or
changes shall be promptly made by Grantee when ordered in writing by the City, without claim for reimbursement or damages against the City. (d) In the event that Grantee has not relocated
those of its affected facilities which are located in a public street, alley, or right-of-way within a reasonable length of time (as determined by the City's Director of Engineer) prior
to the City's commencement date for public street, alley, or right-of-way construction, the City shall have the right to relocate or cause to be relocated the affected portion of Grantee's
Network, and the Grantee shall reimburse the City for all costs of relocation. (e) During the term of this agreement, Grantee shall be liable for the acts or omissions of any entity
used by Grantee (including an afflliate) when such entity is involved directly or Indirectly in the construction, installation, maintenance or operations of Grantee's Network as if the
acts or omissions of such entity were the acts or omissions of Grantee. SECI10N 9. COMPllANCE WITH CITY CHARTER Grantee recognizes," accepts and agrees that the terms, conditions, and.
provisions of this agreement are subject to the applicable provisions of the Town of Addison Charter. OFFICE OF THE CITY SECRETARY DOC #: 104397/9 ORDINANCE NO. 093-046
Any request by Grantee for a modification to this agreement shall be subject to review by the City Attorney for compliance with the applicable provisions of the City Charter. SECIlON
10. SERVICE TO THE CITY Grantee, at its sole cost and expense, shall be required to provide to City for its own use, but not for resale, two (2) fiber pairs ("fiber facility") as determined
by City throughout the portion of the Network used for transmission purposes (the "Backbone"), including lateral lines in public rights-of-way connecting the end user's location to that
portion of the Network. In case of emergency or diaster, Grantee shall, upon request "of the City, make available its facilities to the City, without cost, for emergency use. SECIlON
11. COMPENSATION TO THE CITY (a) Acceptance Fee -The Grantee agrees to pay a one time acceptance fee to the City the sum of One Dollar ($1.00) per linear foot of the City's streets traversed
and a fee of One Thousand Dollars ($1,000) per public street crossing that is underground underground at acceptance of the agreement pursuant to Section 27. (b) General Compensation
-For the reason that the public streets, alleys and rights-of-way to be used by Grantee in the operation of its Network within the boundaries of the City are valuable public properties,
acquired and maintained by the City at a great expense to its taxpayers, and that the grant to Grantee of the use of said public streets, alleys and rights-of-way is a valuable property
right without which Grantee would be required to invest substantial capital in right-of-way costs and acquisitions, the Grantee agrees to pay to the City as General Compensation during
each year of this agreement ordinance, a sum equal to the greater of the Minimum Annual Fee or Annual Gross Revenue Based Fee. The Minimum Annual Fee for the fIrst year of operation
shall be $5,000. The Minimum Annual Fee for subsequent years shall be equal to the highest amount paid to the City as General Compensation for any previous year. (c) Calculation and
Payment on a Quarterly Basis -Grantee shall pay to the City for each quarter an amount equal to the greater of: (i) one fourth (114) of the Minimum Annual Fee, calculated on the basis
of a twelve month Compensation Year, or (ii) 5% of Gross Revenues for such quarter. The greater of (i) or (ii) above shall be referred to as the "Quarterly PaYment." Grantee shall forward
a check or money order in an amount equal to the Quarterly PaYment by the fIfteenth (i5th) day of the calendar month immediately following the close of the calendar quarter for which
the paYment is 􀁣􀁾􀁬􀁣􀁵􀁬􀁡􀁴􀁥􀁤􀀮 Any necessary prorations shall be made. OFFICE OF THE CITY SECRETARY DOC #: 104397/10 ORDINANCE NO. 093-046
(d) Recalculation at end of Compensation Year -At the end of each Compensation Year, Grantee shall recalculate the total General Compensation actually due. If additional amounts are
due the City by Grantee, said amounts. shall be paid by the fifteenth (15th) day of the second month of the Compensation Year following the Compensation Year during which such amounts
were originally due. If amounts are found to be due the Grantee by the City, said amounts shall be credited by the fifteenth (15th) day of the second month of the Compensation year,
during which such amounts were originally due. Any necessary prorations shall be made. The compensation set forth in this Section 11 shall be exclusive of and in addition to all special
assessments and taxes of whatever nature,including, but not limited to, ad valorem taxes. In the event any Quarterly Payment is made after noon on the date due, Grantee shall pay a late
payment penalty of the greater of: (i) $100 or (ii) simple interest at ten percent (l0%) annual percentage rate of the total amount past due. As used in this Section 11, Gross Revenues
shall mean all revenues (exclusive of sales tax) collected by Grantee from operation of Grantee's Network installed pursuant to this agreement ordinance, and any related services provided
by the Grantee within the corporation limits of the City including but not limited to: (i) all telecommunications servIce revenue charges on a flat rate basis, (ii) all telecommunications
services charged on a usage sensitive or mileage basis, (iii) all revenues from installation service charges, (iv) all revenues from connection or disconnection fees, (v) all revenues
from penalties or charges to customers for checks returned from banks, net of bank costs paid, (vi) all revenues from equipment sold or rented to customer upon customer premises, (vii)
all revenues from local service (viii) all revenues from authorized rental of conduit space, (ix) all revenues from authorized rentals of any portion of Grantee's Network, including
plant, facilities, or capacity leased to others, (x) all other revenues collected by Grantee from business pursued within the City, and OFFICE OF THE CITY SECRETARY DOC #: 104397/11
ORDINANCE NO. 093-046
(xi) recoveries of bad debts previously written off and revenues from the sale or assignment of bad debts. Unrecovered bad debts charged off after diligent, unsuccessful efforts to collect
are excluded from Gross Revenues. Payment of money under this Section shall not in any way limit or inhibit any of the privileges or rights of the Town of Addison, whether under this
agreement ordinance or otherwise. Grantee shall ftle annually with the Director of Finance no later than ninety (90) days after the end of the Grantee's fiscal year, an audited statement
of revenues (for that year) attributable to the operations of the Grantee's Network within the Town of Addison pursuant to this ordinance. This statement shall present, in a form prescribed
in Exhibit A, a detailed breakdown of Gross Revenues and uncollectible accounts for the year. This statement shall be audited by an Independent Certified Public Accountant whose report
shall accompany the statement. Any transactions which have the effect of circumventing payment of required agreement fees and/or evasion of payment of agreement fees by non-collection
or nonreporting of Gross Revenues, bartering, or any other means which evade the actual collection of revenues for business pursued by Grantee are prohibited. SECfION 12. WAIVER Except
as provided in Section 22 of this ordinance, any provisions of the Town of Addison Code of Ordinances that are inconsistent with the terms, conditions and provisions of this agreement
ordinance are waived, provided, however, the City Council retains the right to terminate this agreement ordinance, whenever in its judgment Grantee's use of the public streets, alleys,
and rights-of-way is inconsistent with the public use or whenever the Grantee's use is likely to become a nuisance. SECfION 13. ACCOUNTS AND OTHER RECORDS AND REPORTS AND JNVESTIGATIONS
(a) Grantee shall keep the City fully informed as to all matters in connection with or affecting the construction, reconstruction, removal, maintenance, operation, and repair of Grantee's
Grantee's Network, Grantee's account methods and procedures in connection therewith, and the recording and reporting by Grantee of all revenues and uncollectibles. (b) Grantee. shall
keep complete and accurate books of account and records of its business and operations pursuant to this agreement ordinance in accordance with generally accepted accounting principals,
subject to approval by the City. If required by the FCC, Grantee shall use the system of accounts and the forms of books, accounts, records, and memoranda prescribed by the FCC in 47CFR
Part 32 or its successor and as may be further described herein. The City may require the OFFICE OF THE CITY SECRETARY DOC #: 104397112 ORDINANCE NO. 093-046
keeping of additional records or accounts which are reasonably necessary for purposes of identifying, accounting for, and reporting gross revenues and uncollectibles for purposes of
Section 11. Grantee shall keep its books of account and records in such a way that breakdowns of revenues are available by type of service within the City. In order to determine the
Gross Revenues received by the Grantee for those categories identified in Section 11, Grantee agrees that on the same date that payment is made, as provided in Section 11, it will fIle
with the City Secretary a sworn copy of a report in a form (Exhibit "A") to be prescribed and acceptable to the City in sufficient detail to itemize revenues from each of the categories
identified in Section 11. City may, if it sees fit, have the books and records of Grantee examined by a representative of said City to ascertain the correctness of the reports agreed
to be fIled herein. (c) Grantee shall report to the City such other information relating to Grantee as the City may consider useful and shall comply with the City's determination of
forms for reports, the time for reports, the frequency with which any reports are to be made, and if reports are to be made under oath. (d) Grantee shall provide the City with access
at reasonable times and for. reasonable purposes, to examine, audit, review, and/or obtain copies of the papers, books, accounts, documents, maps, plans and other records of Grantee
pertaining to this agreement ordinance. Grantee shall fully cooperate in making available its records and otherwise assisting in these activities. (e) The City may, at any time, make
inquires pertaining to Grantee's operation of its Network within the Town of Addison. Grantee shall respond to such inquiries pertaining to Grantee's operating of its Network within
the Town of Addison. Grantee shall respond to such inquiries on a timely basis. (f) Grantee shall provide the City with notices of all petitions, applications, communications and reports
submitted by Grantee to the FCC, Securities and Exchange Commission and the PUC, or their successor agencies, relating to any matters affecting the use of City streets, alleys, and public
rights-of-way and/or the telecommunications operations authorized pursuant to this agreement ordinance. Upon written request from City, Grantee shall provide the City with copies of
all such documentation. SECTION 14. RULES AND REGULATIONS (a) The City may establish, after reasonable notice and hearing, such rules and regulations as may be in the public interest
regarding Grantee operations with the City. OFFICE OF THE CITY SECRETARY DOC #: 104397f13 ORDINANCE NO. 093-046
(b) In order to ascertain any and all facts, the City shall have full power and authority from Grantee to (i) inspect, or cause to be inspected, the books and records of Grantee, (ii)
inventory and appraise, or cause to be inventoried or appraised, the property of Grantee within the Town of Addison, (iii) compel the attendance of witnesses and the production of books
and records, and (iv) prescribe penalties for the failure or refusal of Grantee to testify or to produce books and records from time to time as required. SECTION 15. ASSIGNMENT OR LEASE
OF AGREEMENT (a) Neither the agreement, the assets held by Grantee for use under this agreement ordinance, any rights nor privileges of Grantee under this agreement ordinance, Grantee's
Network capacity, or allowance of access to Grantee's Network, either separately or collectively, shall be sold, resold, assigned, transferred or conveyed by Grantee to any other person,
firm, corporation affIliate or entity, without the prior written consent of the City by ordinance or resolution unless otherwise permitted in this agreement ordinance or by the City
Council. No such sale, assignment, transfer or conveyance by Grantee shall be approved by the City Council for one year after the passage of this agreement ordinance, unless such sale,
assignment, transfer or conveyance is to another City franchisee or licensee and the City Council determines such sale, assignment, transfer or conveyance is in the best interest of
the Town of Addison. Grantee may assign agreement to related affiliate once during the term of this agreement with prior notice and consent of City. In the event that the purchaser is
the holder of a like agreement held by the purchaser upon such terms and conditions as may be set out by the City Council when permission for merger is granted. Should the Grantee sell,
assign, transfer, conveyor otherwise dispose of any of its rights or its interests under this agreement ordinance, or attempt to do so, in violation of this requirement to obtain prior
consent, the the City may revoke this agreement for default, in which event all rights and interest of the Grantee shall cease and no purported sale, assignment, transfer or conveyance
shall be effective. (b) Plant and facilities owned by Grantee located within public property shall never be leased or subleased to a provider or reseller of similar services for the
purpose of serving the reseller's own customers, except for the purpose of directly serving Grantee's end-user customers (including but not limited to hotels, motels, hospitals and buildings
with shared tenant services); provided, however, access services from interexchange or long distance carriers is not required. SECTION 16. INDEMNITY Grantee shall indemnify, defend and
save whole and harmless, the City and all of its officers, agencies, and employees against and from any and all claims, suits, judgments, actions, losses, costs and expenses, including
anomeys' fees and costs or expenses incidental to the investigation and defense of claims and lawsuits brought for, on behalf of or on account of any injuries or damages received or
sustained by any person, finn or corporation OFFICE OF THE CITY SECRETARY DOC #: 104397/14 ORDINANCE NO. 093-046
or to any property, which may be occasioned by, or arising out of or from, the conduct of Grantee in connection with this agreement ordinance, the construction, reconstruction, expansion,
removal, .maintenance, operation, or repair of Grantee's Network, the conduct of Grantee's business in the City pursuant to this agreement ordinance, any occurrence in connection with
the agreement ordinance, any and all claims and lawsuits arising from any breach or default on the part of Grantee in the performance of any term, condition, provision, covenant or agreement
to be performed by Grantee pursuant to this agreement ordinance, any act or omission of Grantee, or any of its agents, contractors, subcontractors, servants, employees or licensees,
or any relationship between Grantee" and its end use customers and retailers whether caused by or attributable solely to Grantee and others, or the Grantor, the intent of this provision
being to bring this indemnity provision within the express negligence doctrine; and Grantee Grantee shall pay all judgments, with costs, counsel fees and expenses, which may be obtained
against the City related to any such claim -City agrees to give Grantee prompt and reasonable notice of any claims or lawsuits; and Grantee shall have the right to investigate, compromise
and defend same to the extent of its own interest. The above indemnification shall not apply to any judgment or liability resulting from the gross negligence or willful misconduct of
the City. The terms and provisions contained in this Section are intended to be for the benefit of City and Grantee and are not intended to be for the benefit of any third party. SECTION
17. PRINCIPAL OFFICE LOCATION Location of the Grantee's principal office shall be within the Dallas Metro area. Grantee shall always keep and maintain specific books, records, contracts,
accounts, documents, and papers for its operations within the City. All maps, plats, records and inventories and books of the Grantee, insofar as they show values and location of existing
property shall be preserved for use, if necessary, in connection with any future valuation of the property of the Grantee. SECTION 18. NOTICES All notices from Grantee to the City pursuant
to this agreement ordinance shall be directed to the Office of the City Manager, P. O. Box 144, Addison, Texas 75001, or to such officer as designated by the City Manager. All notices
to Grantee pursuant to this agreement ordinance shall be to such local corporate officer in the Dallas Metropolitan area designated by Grantee. Grantee shall maintain within the Dallas
Metropolitan area through the term of this agreement ordinance an address for service of notices by mail. Grantee shall also maintain within the City a local telephone number operational
during normal business hours for the conduct of matters related to this agreement ordinance. Any change in address or telephone number shall be furnished to the City ten (10) days prior
to the change. SECTION 19. CONFIDENTIALITY OFFICE OF THE CITY SECRETARY DOC 1/: 104397/15 ORDINANCE NO. 093-046
City agrees to use its best efforts to preserve the confidentiality of information designated by Grantee as proprietary, to the extent pennitted by law. SECTION 20. VIOLATIONS If the
City has reason to believe that Grantee is in violation of this agreement, the City shall notify Grantee in writing of the violation setting forth the nature of such violation. Within
five (5) days of receipt of such notice, Grantee shall respond in writing to provide explanation or documentation to support that the violation did not occur. Grantee shall be allowed
thirty (30) days to cure violations after written notice is received from the City. Upon evidence being received by the City that any violation of this agreement ordinance any City Charter
provisions or any ordinances lawfully regulating Granteein the construction and operation of its Network is occurring, or has occurred, the City shall cause an investigation to be made. If the City fInds that such a violation exists or has
occurred, the Grantee shall take appropriate steps to comply with the terms of this agreement ordinance and any lawful regulation. Should Grantee fail to comply, after notice and opportunity
to cure, then the City may take any action authorized by law, including forfeiture of this agreement and a suit in court to compel compliance. If, in any such proceeding, default is
fmally established, Grantee shall be required to pay to the City the reasonable expenses incurred in the prosecution of such suit and all the City's damages and costs (inclUding attorneys'
fees), but Grantee shall be allowed either by the court in the judgment of forfeiture or by order of the City Council, a reasonable time thereafter, as fixed by such judgment or order,
to correct the default and pay such expenses, damages and costs as it may be adjudged to pay, and if Grantee does so correct and so pay within such time, forfeiture shall not become
effective nor be enforced. SECI10N 21. FORFEITURE AND TERMINATION (a) In addition to all other rights and powers retained_ by the City under this agreement ordinance or otherwise, the
City reserves the right to terminate this agreement ordinance, and all rights and privileges of Grantee hereunder shall cease in the event of substantial breach, subject to reasonable
notice and opportunity to cure, of its terms and conditions. A substantial breach by Grantee shall include, but shall not be limited to, the following: (i) Grantee's violation of any
material provision of the agreement ordinance or any material rule, order, regulation or determination of the City made pursuant to this agreement ordinance; (ii) Grantee's failure to
properly compensate the City as required in this agreement ordinance; OFFICE OF THE CITY SECRETARY DOC #: 104397/16 ORDINANCE NO. 093-046
(iii) Grantee's attempt to evade any material .provIsIon of the agreement ordinance or to practice any fraud or deceit upon the City or upon Grantee's end-user customers or interexchange
carriers; (iv) Grantee's failure to be capable of providing actual services to its end-user customers within twelve (12) months from the date of this agreement, unless otherwise authorized
by the City Council; (v) Grantee's failure to complete its construcijon and provide service as described in Section 3 of this agreement ordinance; (vi) Grantee's attempt to sell, transfer,
conveyor assign any of the rights and privileges granted pursuant to this agreement ordinance within one (1) year after the passage of this ordinance; (vii) Grantee's attempt to sell,
transfer, conveyor assign any of the rights and privileges granted pursuant to this agreement ordinance without City Council approval; (viii) Grantee's failure to respond or comply with
City requested reports, audits, statements and other information; (ix) Grantee's failure to operate its Network for six (6) months after it has been constructed; or (x) Grantee's material
misrepresentation of fact in its application or negotiations during the agreement process; or the conviction of any director, officer, employee or agent of Grantee for the offense of
bribery or fraud connected with or resulting from the award of the agreement to Grantee. SECl10N 22. POllCE POWERS In accepting this agreement ordinance, the Grantee acknowledges that
its rights hereunder are subject to the police power of the Town of Addison to adopt and enforce general ordinances necessary to the safety and welfare of the public; and Grantee shall
comply with all applicable general laws and ordinances enacted by the City pursuant to such powers. Any conflict between. the provisions of this agreement ordinance and any other present
or future lawful exercise of the City's police powers shall be resolved in favor of the latter. SECfION 23. CITY MANAGER The City Manager may delegate the exercise of any and all of
the powers conferred upon the City by its Charter or by general law relating to the administration and OFFICE OF THE CITY SECRETARY DOC #: 104397/17 ORDINANCE NO. 093-046
enforcement of this agreement ordinance and to the Grantee's exercise of the rights and privileges herein conferred. SECTION 24. GOVERNING LAW This agreement ordinance is passed subject
to the provisions of the Constitution and laws of the State of Texas and the Charter and ordinances of the Town of Addison. SECTION 25. FORCE MAJEURE The time within which Grantee shall
be required to perform any act under the agreement ordinance shall be extended by a period of time equal to the number of days due to a force majeure. The term "force Majeure" shall
mean delays due to acts of God, war, civil disturbances, tIre, unavoidable casualty, construction delays due to weather, or other similar caus;;: beyond the control of Grantee. Notwithstanding
anything contained anywhere else in this <i:;reement ordinance, Grantee shall not be excused from performance of any of its obligations under this agreement ordinance by misfeasance
or malfeasance of its directors, officers or employees or by mere economic hardship. SECTION 26. SEVERABn.rrY If any section, subsection, sentence, clause, phrase, term, provISIon, condition,
covenant or portion of this agreement ordinance is for any reason held invalid or unenforceable by any court of competent jurisdiction, the remainder of this agreement ordinance shall
not be affected thereby but shall be deemed as a separate, distinct and independent provision, and such holding shall not affect the validity of the remaining portions hereof, and each
remaining section, subsection, sentence, clause, phrase, term, provision, condition, covenant and portion of this agreement· ordinance shall be valid and enforceable to the fullest extent
permitted by law. SECTION 27. ACCEPTANCE OF AGREEMENT Grantee shall, within thirty (30) days after the passage of this agreement ordinance, fIle in the office of the City Secretary a
written instrument accepting this agreement ordinance and all terms and conditions thereof, signed and acknowledged by its proper officers in a form acceptable to the City. Grantee shall
not commence construction, operation or activation of its Network until providing City with the required insurance, bond and acceptance. SECTION 28. EFFECTIVE DATE This agreement ordinance
shall take effect immediately from and after its passage and acceptance in accordance with the provisions of the Charter of the Town of Addison and it is accordingly so ordained. OFFICE
OF THE CITY SECRETARY DOC #: 104397/18 ORDINANCE NO. 093-046
DULY PASSED BY THE CITY COUNCIL OF TIlE TOWN OF ADDISON, TEXAS, on this the 24th day of , 1993. ATTEST: OFFICE OF THE CITY SECRETARY DOC #: 104397/19 ORDINANCE NO. 093-046
􀁾􀁛􀁧􀂩􀁾􀁬􀁊􀁗􀁾􀁛􀁑􀀬􀁬 ORDINANCE NO. 093-046 SEP -'7 1993 TOWN ur: AUUic;Of\l AN ORDINANCE OF THE TOWN OF ADDISON, TEXAS, 􀁇􀁉􀁗􀁎􀁾􀁅 ADMIN. TO METROPOUTAN FIBER SYSTEMS OF DALLAS,
INC. A STREET USE AND RENTAL AGREEMENT FOR THE PURPOSE OF CONSTRUCTING, MAINTAINING AND OPERATING ITS FIBER OPTIC NETWORK IN PUBUC STREETS, ALLEYS, AND RIGHTS-OF-WAY IN THE TOWN OF ADDISON;
PROVIDING FOR THE CONDITIONS GOVERNING THE CONSTRUCTION, EXPANSION, USE, RECONSTRUCTION, EXCAVATION, MAINTENANCE AND OPERATION OF A FillER OPTIC NETWORK; PROVIDING FOR A BOND AND INSURANCE;
PROVIDING FOR THE REGULATION OF WORK BY OTHERS, CONSTRUCTION BY ABUTTING OWNERS AND REQUIRING ALTERATION TO CONFORM WITH PUBUC IMPROVEMENTS; PROVIDING FOR THE CITY'S RIGHT TO USE CERTAIN
PORTIONS OF THE FIBER OPTIC NETWORK; PROVIDING FOR COMPENSATION FOR THE PRMLEGES CONFERRED UNDER TIllS STREET USE AND RENTAL AGREEMENT; PROVIDING FOR ACCOUNTING AND OTHER INFORMATION;
PROVIDING FOR CONDITIONS CONCERNING RENEWAL; ·PROVIDING FOR CONDITIONS OF TRANSFER OR OR ASSIGNMENT; PROVIDING AN INDEMNITY CLAUSE; PROVIDING FOR A LOCAL OFFICE; PROVIDING FOR CONSEQUENCES
OF AGREEMENT VIOLATIONS; PROVIDING FOR COMPUANCE WITH EXISTING LAWS; PROVIDING FOR WRITIEN ACCEPTANCE OF THE TERMS OF TIllS AGREEMENT; AND PROVIDING AN EFFECTIVE . DATE. NOW, TIIEREFORE,
BE IT ORDAINED BY THE CITY COUNCll.. OF THE TOWN OF ADDISON, TEXAS: SECTION 1. DEFINITIONS For the purpose of this ordinance, the following terms, phrases, words, abbreviations and their
derivations shall have the meaning given herein unless more specifically defmed within other sections of this ordinance. When not inconsistent with the context, words used in the present
tense include the future tense, words in the single number include the plural number. The word "shall" is always mandatory, and not merely directory. A. "Acceptance Fee" means the amount
payable based on a formula of $1.00 per linear foot of streets traversed, and $1,000 per public street crossing that is underground. . B. "General Compensation" means the amount Grantee
is required to pay City under Section 11. OFFICE OF THE CITY SECRETARY DOC #: 104397/1 ORDINANCE NO. 093-046
C. "Annual Gross Revenue Based Fee" means an amount equal to five percent (5%) of (i) 􀁇􀁲􀁡􀁮􀁴􀁥􀁥􀁾􀁳 Gross Revenues received by Grantee during the year for the operation of Grantee's
Network within the City, and (ii) a proportionate share of Grantee's Gross Revenue derived from the physical interconnection of GIantee's Network with other cities. D. "City" shall mean
the Town of Addison, a home-rule municipal corporation. E. "Anniversary Date" shall mean the date on which this agreement is accepted by the company. F. "Fiber Optic Telecommunications
Network" shall mean the Company's system of cables, wires, lines, towers, wave guides, optic fiber, microwave, laser beams, and any associated converters, equipment, or facilities designed
and constructed for the purpose of producing, receivin& amplifying or distnbuting by audiot video or other forms of electronic signals to or from subscribers or locations within the
aty. G. "Company" or "Grantee" shall mean Metropolitan Fiber Systems of Dallast Inc., a Delaware corporation, its successors and assigns. H. "Day or days" shall mean a calendar day or
days. I. "Director" shall mean the Direetorof the Finance Department of the City or his designee. J. "Gross Revenue" shall mean all receipts collected by the Company for all communications
and related operations and services within the corporate limits of the City as well as any other revenue arising from the operation or possession ofthis franchise. Byway of example,
but without 􀁬􀁩􀁭􀁩􀁴􀁡􀁴􀁩􀁯􀁾 "Gross Revenue" includes the sale or lease of customer premise equipment, installation charges., access charges paid to the Company by other carriers,
street use and rental fees and occupation taxes surcharged to 􀁣􀁵􀁳􀁴􀁯􀁭􀁥􀁲􀁾 and the lease or re-sale of lines or circuit paths to third parties. "Gross Revenue" does not include
revenue uncolleet1ble from customers (bad debts). K. ftJ)irector of Engineering!T shall mean the Director of the City's Engineering Department or his designate. L "Minimum Annual Fee"
shall be based on the projected Gross Revenue for the first years operation. Minimum Annual Fee for subsequent years is based on the highest amount paid for any previous year. OFFICE
OF THE CITY SECRETARY DOC 􀁾 10439112 ORDINANCE NO. 093-046
M. "Compensation Year" means each calendar year during the term of this franchise agreement in which General Compensation is paid by Grantee to the City. SECIlON 2. GRANT OF CERTAIN
RIGHTS There is hereby granted, subject to the City's prompt receipt of monetary and services compensation, to Metropolitan Fiber Systems of Dallas, Inc., a corporation, hereinafter
called "Grantee", for an initial term of seven (7) years from passage of this streets use and rental agreement (thereinafter referred to as the agreement, agreement ordinance or ordinance)
(unless otherwise terminated as provided for herein), the non-exclusive right and privilege to have, acquire, construct, expand, reconstruct, maintain, use and operate in, along, across,
on, over, through, above and under the public streets, alleys and rights-of-way of the City, a Fiber Optics Telecommunications Network (the "Network"), which shall be limited to audio,
video, data, voice and signalling communications services. Grantee shall not provide services directly regulated by the Texas Public Utility Commission (the "PUC") under the Texas Public
Utility Regulatory Act unless authorized by the PUC. Grantee shall not provide cable services or operate a cable system as defmed in the Cable Communications Policy Act of 1992 (47 U.S.C.A.
§521, et seq., as amended) or as recognized by the Federal Communications Commission (the "FCC") without fIrSt obtaining a cable franchise from the Town of Addison shall not allow the
use of the Network by a cable system that has not been granted authority by the City. This agreement ordinance is granted to Grantee solely for the purpose of directly serving its end-user
customers (including hotels, motels, hospitals and buildings with shared tenant services) and interexchange carriers. TIlis ordinance does not require Grantee to provide ubiquitous service
throughout the entire city as a public service provider. SECIlON 3. CONSTRUCI10N, MAINTENANCE, EXPANSION, RECONSTRUCIlON, AND EXCAVATION (a) The construction, expansion, reconstruction,
excavation, use, maintenance and operation of Grantee's Network, facilities and property shall be subject to all lawful police regulations of the City and performed in accordance with
the City's regulations for utility location and coordination. In addition to any other City regulations or requirements, thirty (30) days prior to the commencement of construction, Grantee
shall provide the City Engineer (or such other officials as the City may designate from time to time) each with a copy of the construction work plans and drawings. Grantee shall not
proceed with construction until the plans and drawings have been approved in writing by the proper City officials. (b) Upon request of the City. Grantee shall remove and abate any portion
of the Network or· any facility that is dangerous to life or property, and in case Grantee, after notice, fails or refuses to act, the City may remove or abate the same, OFFICE OF THE
CITY SECRETARY DOC #: 104397/3 ORDINANCE NO. 093-046
at the sole cost and expense of Grantee, all without compensation or liability for damages to Grantee. Grantee shall promptly restore the public streets, alleys and rights-of-way to
their condition prior to Grantee's construction, maintenance, or excavation, to the reasonable satisfaction of the City Engineer. Grantee shall excavate only for the construction, installation,
expansion, repair, removal, and maintenance of all or a portion of its Network. (c) Except in an emergency, Grantee shall not excavate any pavement in any public alley or street or significant
amounts of any unpaved public right-of-way without first securing permission of the City Engineer, but such permission shall be given if the proposed excavation is in accordance with
the terms of this ordinance. The City Engineer shall be notified as soon as practicable regarding work performed under emergency conditions; and Grantee shall comply with the City Engineer's
reasonable requirements for restoration of any disturbed public property. (d) Within thirty (30) days of completion of each segment of Grantee's Network, Grantee shall supply the City
with a complete set of "as built" drawings for that segment. Further, after each replacement, relocation, reconstruction, or removal, Grantee shall promptly notify the City of the exact
changes made and shall provide a new set of "as built" drawings of each modification to the City Engineer. Grantee shall provide annually a complete set of "as built" drawings incorporating
these changes. Grantee shall obtain the City's approval before any system changes are made. (e) Grantee shall complete construction and full activation of one hundred percent (100%)
of its Network within 24 months after passage of this franchise ordinance. Further, Grantee shall be capable of providing service to end use customers no later than twelve (12) months
after passage of this agreement ordinance. SECTION 4. TERM OF AGREEMENT Upon the fIling with the City by the Grantee of the acceptance required herein, this agreement shall be in full
force and effect for a term and period of ten (10) years, beginning on the AiiDiversary Date. This agreement shall be automatically renewed for one subsequent ten (10) year period unless
either party shall fIle ninety (90) day prior written . notice of cancellation to the other and the other shall have responded their acknowledgement in a similar form. SECTION 5. CONSTRUCTION
WORK REGULATION BY CITY AND UNDERGROUND CONDUIT USED BY CITY (a) All work done in cOImection with the construction, expansion, reconstruction, maintenance or repair of the Network shall
be subject to and governed by all laws, rules, and regulations of the City, and Grantee "'shall place all OFFICE OF THE CITY SECRETARY DOC #: 104397/4 ORDINANCE NO. 093-046
facilities underground according to reasonable requirements that may be adopted from time to time by the City; provided, however, Grantee shall be given due notice and shall be entitled,
upon request, to a hearing before the City Council of the Town of Addison prior to the adoption of any such requirements, and further provided that Grantee may present evidence to demonstrate
that such requirements will substantially impair its ability to recover its operation expenses. (b) All excavations and other construction in the public streets, alleys, and rights-of-way
shall be carried on to interfere as little as practicable with the use of public and private property and in accordance with any direction given by the City under the police and regulatory
powers of the City. (c) Grantee may be required by the City to construct portions of the Network, or all of its Network, underground, or to share conduit or duct trench space owned and
maintained by any other person or entity, or to permit the wires or equipment of any other person or entity authorized by the City to be attached to the facilities owned and maintained
by the Grantee, upon reasonable, non-discriminatory terms and at fair market value. Grantee may require any such person or entity to furnish evidence of adequate insurance covering Grantee
and adequate bonds covering the performance of the person or entity attaching to Grantee's facilities as . a condition precedent to granting permission to any such person or entity to
attach wires or equipment to Grantee's facilities; provided Grantee's requirements for such insurance shall be reasonable. (d) Any facilities of other persons or entities that are attached
to or within Grantee's Network shall be placed, replaced, maintained and removed in a safe manner so that the attachment does not interfere unnecessarily with the erection, replacement
operation, repair or maintenance of the Network or other persons or entities using the same Network. Grantee shall not be required to attach its Network to the facilities of any other
person or entity franchised by the City or to permit the facilities of any other person or entity to be attached to Grantee's facilities, if it can be satisfactorily shown that thereby
Grantee will be subjected to increased risks of interruption to its service or to increased liability for accidents, or if the facilities of such other person or entity are not of the
character, design and construction required by, or are not being maintained in accordance with current practice. Provided, however, nothing herein shall modify or abrogate the power
of the City to require any holder of a franchise or any street use and rental agreement or similar agreement from the City to allow use of its facilities by any other holder of a City
franchise pursuant to the City Charter. SECTION 6. BONDS (a) Grantee shall obtain and maintain, at its sole cost and expense, and me with the City Secretary, a corporate surety bond
with a surety company authorized to do business in the State of Texas and found acceptable by the City Attorney, in OFFICE OF THE CITY SECRETARY DOC II: 104397/5 ORDINANCE NO. 093-046
the amount of Two Hundred Fifty Thousand Dollars ($250,000) both to guarantee the timely construction and full activation of Grantee's Network and to secure Grantee's performance of
its obligations and faithful adherence to all requirements of this agreement ordinance. After the fIrst fIve (5) years of the initial term, bond requirement shall be reduced to One Hundred
Thousand Dollars ($100,000). Grantee shall provide this corporate surety bond at the time of fIling the acceptance of franchise, as required by Section 27 herein. The bond shall provide,
but not be limited to, the following condition: there shall be recoverable by the City, jointly and severally from the principal and surety, any and all damages, loss or costs suffered
by the City resulting from the failure of the Grantee to satisfactorily construct, complete and fully activate one hundred percent (100%) of Network miles within 24 months after passage
of this ordinance. (b) Any extension to the prescribed time limit of one hundred percent (100%) of Network miles within 24 hours shall be authorized by the City Council. Such extension
shall be authorized only when the City Council determines that such extension is necessary and appropriate due to causes beyond the control of Grantee. (c) The rights reserved to the
City with respect to the bond are in addition to all other rights of the City, whether reserved by this agreement ordinance or authorized by law; and no action, proceeding or exercise
of a right with respect to such bond shall affect any other rights the City may have. (d) The bond shall contain the following endorsement: It is hereby understood and agreed that this
bond may not be canceled by the surety nor any intention not to renew be exercised by the surety until sixty (60) days after receipt by the City, by registered mail, of written notice
of such intent. SECTION 7. INSURANCE (a) Grantee shall obtain and maintain in full force and effect throughout the term of this agreement ordinance, and any extension or renewal thereof,
insurance with an insurance company licensed to do business in the State of Texas, approved by the State of Texas and acceptable to the City. All companies will be required to be rated
A-VI or better by A.M. Best or A or better by Standard and Poors. The insurance shall be issued in the standard form approved by the State Board of Insurance. Grantee shall provide City
with proof of such insurance so required at the time of fIling the acceptance of franchise, as required by Section 27 herein. The City reserves the right to review these insurance requirements
during the effective period of the agreement ordinance and any extension or renewal thereof, and to adjust insurance coverage and their limits when deemed necessary and prudent by the
City Manager, based upon changes in statutory law, court decisions, or the claims history of the industry or the Grantee. OFFICE OF THE CITY SECRETARY DOC #: 104397/6 ORDINANCE NO. 093-046
(b) Subject to the Grantee's right to maintain reasonable deductibles in such amounts as are approved by the City, Grantee shall obtain and maintain in full force and effect for the
duration of this agreement ordinance, and any extension or renewal thereof, at Grantee's sole expense, insurance policy coverage in the following type and minimum amounts: 1. Worker's
Compensation and Employer's Liability AMOUNT Statutory $500,000/500,000/100,000 2. Commercial General (public) Liability to include coverage for the following where the exposure exists:
(i) Premises operations (ii) Independent contractors (iii) Products/completed (iv) Personal injury (v) Contractual liability (vi) Explosion, collapse and underground property damage
3. Comprehensive Automobile insurance coverage for loading and unloading hazards, for: Combined single limit for bodily injury and property damages $3,000,000 per occurrence or its equivalent
(i) (ii) (ii) Owned/leased automobiles Non-owed automobiles Hired automobiles Combined single limit for bodily injury and property damage $1,000,000 per occurrence or its equivalent
(c) The City shall be entitled, upon request and without expense, to review copies of the policies and all endorsements thereto. The CitY may make any reasonable requests for deletion,
revision or modification of particular policy terms, conditions, limitations or exclusions, except where policy provisions are established by law or regulation binding upon either City
or Grantee or upon the up.derwriter for any of such policies. Upon request for deletion, revision or modification by the City, OFFICE OF THE CITY SECRETARY DOC #: 104397n ORDINANCE NO.
093-046
Grantee shall exercise reasonable efforts to accomplish the changes in policy coverage, and shall pay the cost thereof. (d) Grantee agrees that with respect to the above-required insurance,
all insurance contracts will contain the following required provisions: (i) Name the Town of Addison and its officers, employees, board members and elected representatives as additional
insured (as the interests of each insured may appear) as to all applicable coverage; (ii) Provide for forty-five (45) days notice to the City for cancellation, non-renewal, or material
change; (iii) Provide for notice to the Director of Finance by certified mail; and (iv) Provide that all provISIOns of the agreement ordinance, as amended, concerning liability, duty,
and standard care, including the Indemnity, Section 16, of this agreement ordinance, shall be underwritten by contractual coverage sufficient to include such obligations within applicable
policies. (e) The insurance policies obtained by Grantee in compliance with this Section shall be subject to approval by the City, and such proof of insurance, along with written evidence
of payment of required premiums, shall be flIed and maintained with the Director of Finance during the teon of this agreement ordinance, or any extension or renewal thereof, and may
be changed from time to time to reflect changing liability limits, as required by the City. Grantee shall immediately advise the City Attorney of any actual or potential litigation that
may develop that would affect this insurance. (f) Insurers shall have no right of recovery against the City, it being the intention that the insurance policies shall protect Grantee
and the City and shall be primary coverage for all losses covered by the policies. (g) The policy clause "Other Insurance" shall not apply to the Town of Addison where the City is an
insured on the policy. (h) Companies issuing the insurance policies shall have no recourse against the Town of Addison for payment of any premiums or assessments which all are set at
the sole sole risk of the Grantee. -SECTION 8. WORK BY OTIIERS, CONSTRUcnON BY ABUTTING OWNERS, ALTERATION TO CONFORM wrm PUBUC IMPROVEMENT. OFFICE OF THE CITY SECRETARY DOC #: 104397/8
ORDINANCE NO. 093-046
(a) The City reserves the right to lay and permit to be laid, sewer, gas, water, and other pipe lines or cables and conduits, and to do and permit to be done, any underground and overhead
work that may be deemed necessary or proper by the City in, across, along, over or under any public street, alley, or right-of-way occupied by Grantee, and to change any curb or sidewalk
or the grade of any street. In permitting such work to be done, the City shall not be liable to Grantee for any damages not willfullyand directly caused by the sole negligence of the
City; provided, however, nothing herein shall relieve any other person or entity from liability for damage to Grantee's Network. All work performed will be in accordance to the City
manual for Utility Location and Coordination. (b) In the event that the City authorizes abutting landowners to occupy space under the surface of any public street, alley, or right-of-way,
such grant to an abutting landowner shall be subject to the rights herein granted to Grantee. In the event that the City shall close or abandon any public street, alley, or right-of-way
which contains any portion of Grantee's Network, any conveyance of land contained in such closed or abandoned public street, alley, highway, or right-of-way shall be subject to the rights
herein granted. (c) Whenever by reason of the changes in the grade of any street or in the location or the manner. of constructing any water pipes, gas pipes, sewers, or any other underground
or overhead structure for any purpose whatever, it shall be deemed necessaryby the City to alter, change, adapt or conform a portion of Grantee's Network thereto, such alterations or changes shall be promptly made by Grantee when ordered in writing by the City,
without claim for reimbursement or damages against the City. (d) In the event that Grantee has not relocated those of its affected facilities which are located in a public street, alley,
or right-of-way within a reasonable length of time (as determined by the City's Director of Engineer) Engineer) prior to the City's commencement date for public street, alley, or right-of-way
construction, the City shall have the right to relocate or cause to be relocated the affected portion of Grantee's Network, and the Grantee shall reimburse the City for all costs of
relocation. (e) During the term of this agreement, Grantee shall be liable for the acts or omissions of any entity used by Grantee (including an affIliate) when such entity is involved
directly or indirectly in the construction, installation, maintenance or operations of Grantee's Network as if the acts or omissions of such entity were the acts or omissions of Grantee.
SECTION 9. COMPUANCE WITH CITY CHARTER Grantee recognizes," accepts and agrees that the terms, conditions, and. provisions of this agreement are subject to the applicable provisions
of the Town of Addison Charter. OFFICE OF THE CITY SECRETARY DOC #: 104397/9 ORDINANCE NO. 093-046
Any request by Grantee for a modification to this agreement shall be subject to review by the City Attorney for compliance with the applicable provisions of the City Charter. SECflON
10. SERVICE TO THE CITY Grantee, at its sole cost and expense, shall be required to provide to City for its own, use, but not for resale, two (2) fiber pairs ("fiber facility") as determined
by City throughout the ponion of the Network used for transmission purposes (the "Backbone"), including lateral lines in public rights-of-way connecting the end user's location to that
portion of the Network. In case of emergency or diaster, Grantee shall, upon request of the City, make available its facilities to the City, without cost, for emergency use. SECflON
11. COMPENSATION TO THE CITY (a) Acceptance Fee -The Grantee agrees to pay a one time acceptance fee to the City the sum of One Dollar ($1.00) per linear foot of the City's streets traversed
and a fee of One Thousand Dollars ($1,000) per public street crossing that is underground at acceptance of the agreement pursuant to Section 27. (b) General Compensation -For the reason
that the pUblic streets, alleys and rights-of-way to be used by Grantee in the operation of its Network within the boundaries of the City are valuable public properties, acquired and
maintained by the City at a great expense to its taxpayers, and that the grant to Grantee of the use of said public streets, alleys and rights-of-way is a valuable property right without
which Grantee would be required to invest substantial capital in right-of-way costs and acquisitions, the Grantee agrees to pay to the City as General Compensation during each year of
this agreement ordinance, a sum equal to the greater of the Minimum Annual Fee or Annual Gross Revenue Based Fee. The Minimum Annual Fee for the frrst year of operation shall be $5,000.
The Minimum Annual Fee for subsequent years shall be equal to the highest amount paid to the City as General Compensation for any previous year. (c) Calculation and Payment on a Ouarterly
Ouarterly Basis -Grantee shall pay to the City for each quarter an amount equal to the greater of: (i) one fourth (114) of the Minimum Annual Fee, calculated on the basis of a twelve
month Compensation Year, or (ii) 5% of Gross Revenues for such quaner. The greater of (i) or (ii) above shall be referred to -as the "Quanerly Payment." Grantee shall forward a check
or money order in an amount equal to the Quanerly Payment by the fifteenth (l5th) day of the calendar month immediately following the close of the calendar quarter for which the payment
is 􀁣􀁾􀁬􀁣􀁵􀁬􀁡􀁴􀁥􀁤􀀮 Any necessary prorations shall be made. -OFFICE OF THE CITY SECRETARY DOC #: 104397/10 ORDINANCE NO. 093-046
(d) Recalculation at end of Compensation Year -At the end of each Compensation Year, Grantee shall recalculate the total General Compensation actually due. If additional amounts are
due the City by Grantee, said amounts shall be paid by the fifteenth (15th) day of the second month of the Compensation Year following the Compensation Year during which such amounts
were originally due. If amounts are found to be due the Grantee by the City, said amounts shall be credited by the fifteenth (15th) day of the second month of the Compensation year,
during which such amounts were originally due. Any necessary prorations shall be made. The compensation set forth in this Section 11 shall be exclusive of and in addition to all special
assessments and taxes of whatever nature, including, but not limited to, ad valorem taxes. In the event any Quarterly Payment is made after noon on the date due, Grantee shall pay a
late payment penalty of the greater of: (i) $100 or (ii) simple interest at ten percent (10%) annual percentage rate of the total amount past due. As used in this Section 11, Gross Revenues
shall mean all revenues (exclusive of sales tax) collected by Grantee from operation of Grantee's Network installed pursuant to this agreement ordinance, and any related services provided
by the Grantee within the corporation limits of the City including but not limited to: (i) all telecommunications service revenue charges on a flat rate basis, (ii) all telecommunications
services charged on a usage sensitive or mileage basis, (iii) all revenues from installation service charges, (iv) all revenues from connection or disconnection fees, (v) all revenues
from penalties or charges to customers for checks returned from banks, net of bank costs paid, (vi) all revenues from equipment sold or rented to customer upon customer premises, (vii)
all revenues from local service (viii) all revenues from authorized rental of conduit space, (ix) all revenues from authorized rentals of any portion of Grantee's Network, including
plant, facilities, or capacity leased to others, (x) all other revenues collected by Grantee from business pursued within the City, and OFFICE OF THE CITY SECRETARY DOC #: 104397/11
ORDINANCE NO. 093-046
(xi) recoveries of bad debts previously written off and revenues from the sale or assignment of bad debts. Unrecovered bad debts charged off after diligent, unsuccessful efforts to collect
are excluded from Gross Revenues. Payment of money under this Section shall not in any way limit or inhibit any of the privileges or rights of the Town of Addison, whether under this
agreement ordinance or otherwise. Grantee shall fIle annually with the Director of Finance no later than ninety (90) days after the end of the Grantee's fiscal year, an audited statement
of revenues (for that year) attributable to the operations of the Grantee's Network within the Town of Addison pursuant to this ordinance. This statement shall present, in a form prescribed
in Exhibit A, a detailed breakdown of Gross Revenues and uncollectible accounts for the year. This statement shall be audited by an Independent Cenified Public Accountant whose repon
shall accompany the statement. Any transactions which have the effect of circumventing payment of required agreement fees and/or evasion of payment of agreement fees by non-collection
or nonreponing of Gross Revenues, bartering, or any other means which evade the actual collection of revenues for business pursued by Grantee are prohibited. SECTION 12. WAIVER Except
as provided in Section 22 of this ordinance, any provisions of the Town of Addison Code of Ordinances that are inconsistent with the terms, conditions and provisions of this agreement
ordinance are waived, provided, however, the City Council retains the right to terminate this agreement ordinance, whenever in its judgment Grantee's use of the public streets, alleys,
and rights-of-way is inconsistent with the public use or whenever the Grantee's use is likely to become a nuisance. SECfION 13. ACCOUNTS AND OTHER RECORDS AND REPORTS AND INVESTIGATIONS
(a) Grantee shall keep the City fully informed as to all matters in connection with or affecting the construction, reconstruction, removal, maintenance, operation, and repair of Grantee's
Network, Grantee's account methods and procedures in connection therewith, and the recording and reponing by Grantee of all revenues and uncollectibles. (b) Grantee shall keep complete
and accurate books of account and records of its business and operations pursuant to this agreement ordinance in accordance with generally accepted accounting principals, subject to
approval by the City. If required by the FCC, Grantee shall use the system of accounts and the forms of books, accounts,records, and memoranda prescribed by the FCC in 47CFR Pan 32 or
its successor and as may be further described herein. The City may require the OFFICE OF THE CITY SECRETARY DOC #: 104397112 ORDINANCE NO. 093-046
keeping of additional records or accounts which are reasonably necessary for purposes of identifying, accounting for, and reporting gross revenues and uncollectibles for purposes of
Section 11. Grantee shall keep its books of account and records in such a way that breakdowns of revenues are available by type of service within the City. In order to determine the
Gross Revenues received by the Grantee for those categories identified in Section 11, Grantee agrees that on the same date that payment is made, as provided in Section 11, it willfJ.le
with the City Secretary a sworn copy of a report in a form (Exhibit "A") to be prescribed and acceptable to the City in sufficient detail to itemize revenues from each of the categories
identified in Section 11. City may, if it sees fit, have the books and records of Grantee examined by a representative of said City to ascertain the correctness of the reports agreed
to be fJ.led herein. (c) Grantee shall report to the City such other information relating to Grantee as the City may consider useful and shall comply with the City'S determination of
forms for reports, the time for reports, the frequency with which any reports are to be made, and if reports are to be made under oath. (d) Grantee shall provide the City with access
at reasonable times and for. reasonable purposes, to examine, audit, review, and/or obtain copies of the papers, books, accounts, documents, maps, plans and other records of Grantee
pertaining to this agreement ordinance. Grantee shall fully cooperate in making available its records and otherwise assisting in these activities. (e) The City may, at any time, make
inquires pertaining to Grantee's operation of its Network within the Town of Addison. Grantee shall respond to such inquiries pertaining to Grantee's operating of its Network within
the Town of Addison. Grantee shall respond to such inquiries on a timely basis. (f) Grantee shall provide the City with notices of all petitions, applications, communications and reports
submitted by Grantee to the the FCC, Securities and Exchange Commission and the PUC, or their successor agencies, relating to any matters affecting the use of City streets, alleys, and
public rights-of-way and/or the telecommunications operations authorized pursuant to this agreement ordinance. Upon written request from City, Grantee shall provide the City with copies
of all such documentation. SECTION 14. RULES AND REGULATIONS (a) The City may establish, after reasonable notice and hearing, such rules and regulations as may be in the public interest
regarding Grantee operations with the City. OFFICE OF THE CITY SECRETARY DOC 1/: 104397/13 ORDINANCE NO. 093-046
(b) In order to ascertain any and all facts, the City shall have full power and authority from Grantee to (i) inspect, or cause to be inspected, the books and records of Grantee, (ii)
inventory and appraise, or cause to be inventoried or appraised, the property of Grantee within the Town of Addison, (iii) compel the attendance of witnesses and the production of books
and records, and (iv) prescribe penalties for the failure or refusal of Grantee to testify or to produce books and records from time to time as required. SECUON 15. ASSIGNMENT OR LEASE
OF AGREEMENT (a) Neither the agreement, the assets held by Grantee for use under this agreement ordinance, any rights nor privileges of Grantee under this agreement ordinance, Grantee's
Network capacity, or allowance of access to Grantee's Network, either separately or collectively, shall be sold, resold, assigned, transferred or conveyed by Grantee to any other person,
fIrm, corporation affIliate or entity, without the prior written consent of the City by ordinance or resolution unless otherwise permitted in this agreement ordinance or by the City
Council. No such sale, assignment, transfer or conveyance by Grantee shall be approved by the City Council for one year after the passage of this agreement ordinance, unless such sale,
assignment, transfer or conveyance is to another City franchisee or licensee and the City Council determines such sale, assignment, transfer or conveyance is in the best interest of
the Town of Addison. Grantee may assign agreement to related affiliate once during the term of this agreement with prior notice and consent of City. In the event that the purchaser is
the holder of a like agreement held by the purchaser upon such terms and conditions as may be set out by the City Council when permission for merger is granted. Should the Grantee sell,
assign, transfer, conveyor otherwise dispose of any of its rights or its interests under this agreement ordinance, or attempt to do so, in violation of this requirement to obtain prior
consent, the City may revoke this agreement for default, in which event all rights and interest of the Grantee shall cease and no purponed sale, assignment, transfer or conveyance shall
be effective. (b) Plant and facilities owned by Grantee located within public property shall never be leased or subleased to a provider or reseller of similar services for the purpose
of serving the reseller's own customers, except for the purpose of directly serving Grantee's end-user customers (including but not limited to hotels, motels, hospitals and buildings
with shared tenant services); provided, however, access services from interexchange or long distance carriers is not required. SECTION 16. INDEMNITY Grantee shall indemnify, defend and
save whole and harmless, the-City and all of its officers, agencies, and employees against and from any and all claims, suits, judgments, actions, losses, costs and expenses, including
attorneys' fees and costs or expenses incidental to the investigation and defense of claims and lawsuits brought for, on behalf of or on account of any injuries or damages received or
sustained by any person, firm or corporation OFFICE OF THE CITY SECRETARY DOC #: 104397/14 ORDINANCE NO. 093-046
or to any property, which may be occasioned by, or arising out of or from, the conduct of Grantee in connection with this agreement ordinance, the construction, reconstruction, expansion,
removal,. maintenance, operation, or repair of Grantee's Network, the conduct of Grantee's business in the City pursuant to this agreement ordinance, any occurrence in connection with
the agreement ordinance, any and all claims and lawsuits arising from any breach or default on the part of Grantee in the performance of any term, condition, provision, covenant or agreement
to be performed by Grantee pursuant to this agreement ordinance, any act or omission of Grantee, or any of its agents, contractors, subcontractors, servants, employees or licensees,
or any relationship between Grantee and its end use customers and retailers whether caused by or attributable solely to Grantee and others, or the Grantor, the intent of this provision
being to bring this indemnity provision within the express negligence doctrine; and Grantee shall pay all judgments, with costs, counsel fees and expenses, which may be obtained against
the City related to any such claim -City agrees to give Grantee prompt and reasonable notice of any claims or lawsuits; and Grantee shall have the right to investigate, compromise and
defend same to the extent of its own interest. The above indemnification shall not apply to any judgment or liability resulting from the gross negligence or willful misconduct of the
City. The terms and provisions contained in this Section are intended to be for the benefit of City and Grantee and are not intended to be for the benefit of any third party. SECI10N
17. PRINCIPAL OFFICE LOCATION Location of the Grantee's principal office shall be within the Dallas Metro area. Grantee shall always keep and maintain specific books, records, contracts,
accounts, documents, and papers for its operations within the City. All maps, plats, records and inventories and books of the Grantee, insofar as they show values and location of existing
property shall be preserved for use, if necessary, in connection with any future valuation of the property of the Grantee. SECI10N 18. NOTICES All notices from Grantee to the City pursuant
to this agreement ordinance shall be directed to the Office of the City Manager, P. O. Box 144, Addison, Texas 75001, or to such officer as designated by the City Manager. All notices
to Grantee pursuant to this agreement ordinance shall be to such local corporate officer in the Dallas Metropolitan area designated by Grantee. Grantee shall maintain within the Dallas
Metropolitan area through the term of this agreement ordinance an address for service of notices by mail. Grantee shall also maintain within the City a local telephone number operational
during normal business hours for the conduct of matters related to this agreement ordinance. Any change in address or telephone number shall be furnished to the City ten (10) days prior
to the change. SECI10N 19. CONFIDENTIALITY OFFICE OF THE CITY SECRETARY DOC II: 104397/15 ORDINANCE NO. 093-046
City agrees to use its best efforts to preserve the confidentiality of infonnation designated by Grantee as proprietary, to the extent permitted by law. SEcrION 20. VIOLATIONS If the
City has reason to believe that Grantee is in violation of this agreement, the City shall notify Grantee in writing of the violation setting forth the nature of such violation. Within
five (5) days of receipt of such notice, Grantee shall respond in writing to provide explanation or documentation to support that the violation did not occur. Grantee shall be allowed
thirty (30) days to cure violations after written notice is received from the City. Upon evidence being received by the City that any violation of this agreement ordinance any City Charter
provisions or any ordinances lawfully regulating Grantee in the construction and operation of its Network is occurring, or has occurred, the City shall cause an investigation to be made.
If the City fmds that such a violation exists or has occurred, the Grantee shall take appropriate steps to comply with the terms of this agreement ordinance and any lawful regulation.
Should Grantee fail to comply, after notice and opportunity to cure, then the City may take any action authorized by law, including forfeiture of this agreement and a suit in court to
compel compliance. If, in any such proceeding, default is fmally established, Grantee shall be required to pay to the City the reasonable expenses incurred in the prosecution of such
suit and all the City's damages and costs (including attorneys' fees), but Grantee shall be allowed either by the court in the judgment of forfeiture or by order of the City Council,
a reasonable time thereafter, as fixed by such judgment or order, to correct the default and pay such expenses, damages and costs as it may be adjudged to pay, and if Grantee does so
correct and so pay within such time, forfeiture shall not become effective nor be enforced. SECTION 21. FORFEITURE AND TERMINATION (a) In addition to all other rights and powers retained
by the City under this agreement ordinance or otherwise, the City reserves the right to terminate this agreement ordinance, and all rights and privileges of Grantee hereunder shall cease
in the event of substantial breach, subject to reasonable notice and opportunity to cure, of its terms and conditions. A substantial breach by Grantee shall include, but shall not be
limited to, the following: (i) Grantee's violation of any material provision of the agreement ordinance or any material rule, order, regulation or determination of the City made pursuant
to this agreement ordinance; (ii) Grantee's failure to properly compensate the City as required in this agreement ordinance; OFFICE OF THE CITY SECRETARY DOC II: 104397116 ORDINANCE
NO. 093-046
(iii) Grantee's attempt to evade any material provIsIon of the agreement ordinance or to practice any fraud or deceit upon the City or upon Grantee's end-user customers or interexchange
carriers; (iv) Grantee's failure to be capable of providing actual services to its end-user customers within twelve (12) months from the date of this agreement, unless otherwise authorized
by the City Council; (V) Grantee's failure to complete its construction and provide service as described in Section 3 of this agreement ordinance; (vi) Grantee's attempt to sell, transfer,
conveyor assign any of the rights and privileges granted pursuant to this agreement ordinance within one (1) year after the passage of this ordinance; (vii) Grantee's attempt to sell,
transfer, conveyor assign any of the rights and privileges granted pursuant to this agreement ordinance without City Council approval; (viii) Grantee's failure to respond or comply with
City requested reports, audits, statements and other information; (ix) Grantee's failure failure to operate its Network for six (6) months after it has been constructed; or (x) Grantee's
material misrepresentation of fact in its application or negotiations during the agreement process; or the conviction of any director, officer, employee or agent of Grantee for the offense
of bribery or fraud connected with or resulting from the award of the agreement to Grantee. SECTION 22. POllCE POWERS In accepting this agreement ordinance, the Grantee acknOWledges
that its rights hereunder are subject to the police power of the Town of Addison to adopt and enforce general ordinances necessary to the safety and welfare of the public; and Grantee
shall comply with all applicable general laws and ordinances enacted by the City pursuant to such powers. Any conflict between the provisions of this agreement ordinance and any other
present or future lawful exercise of the City's police powers shall be resolved in favor of the latter. SECTION 23. CITY MANAGER The City Manager may delegate the exercise of any and
all of the powers conferred upon the City by its Charter or by general law relating to the administration and OFFICE OF THE CITY SECRETARY DOC #: 104397/17 ORDINANCE NO. 093-046
enforcement of this agreement ordinance and to the Grantee's exercise of the rights and privileges herein conferred. SECTION 24. GOVERNING LAW This agreement ordinance is passed subject
to the provisions of the Constitution and laws of the State of Texas and the Charter and ordinances of the Town of Addison. SECTION 25. FORCE MAJEURE The time within which Grantee shall
be required to perform any act under the agreement ordinance shall be extended by a period of time equal to the number of days due to a force majeure. The term "force Majeure" shall
mean delays due to acts of God, war, civil disturbances, flre, unavoidable casualty, construction delays due to weather, or other similar 􀁣􀁡􀁵􀁳􀀻􀁾􀀺 beyond the control of Grantee.
Notwithstanding anything contained anywhere else in this :i;;reement ordinance, Grantee shall not be excused from performance of any of its obligations under this agreement ordinance
by misfeasance or malfeasance of its directors, officers or employees or by mere economic hardship. SECTION 26. SEVERABll.ITY If any section, subsection, sentence, clause, phrase, term,
prOVISIon, condition, covenant or portion of this agreement ordinance is for any reason held invalid or unenforceable by any court of competent jurisdiction, the remainder of this agreement
ordinance shall not be affected thereby but shall be deemed as a separate, distinct and independent provision, and such holding shall not affect the validity of the remaining portions
hereof, and each remaining section, subsection, sentence, clause, phrase, term, provision, condition, covenant and portion of this agreement ordinance shall be valid and enforceable
to the fullest extent permitted by law. SECTION 27. ACCEPTANCE OF 􀁁􀁇􀁾 Grantee shall, within thirty (30) days after the passage of this agreement ordinance, fIle in the office of the
City Secretary a written instrument accepting this agreement ordinance and all terms and conditions thereof, signed and .acknowledged by its proper officers in a form acceptable to the
City. Grantee shall not commence construction, operation or activation of its Network until providing City with the required insurance, bond and acceptance. SECTION 28. EFFECTIVE DATE
This agreement ordinance shall take effect immediately from and after its passage and acceptance in accordance with the provisions of the Charter of the Town of Addison and it is accordingly
so ordained. OFFICE OF THE CITY SECRETARY DOC II: 104397/18 ORDINANCE NO. 093-046
DULY PASSED BY TIIE CITY COUNCll.. OF TIIE TOWN OF ADDISON, TEXAS, on this the 24th day of August , 1993. . ATTEST: OFFICE OF THE CITY SECRETARY DOC #: 104397/19 ORDINANCE NO. 093-046
Metropolitan Fiber Systems of Dallas, Inc. ACCEPTANCE OF ORDINANCE NO. 093-047 Metropolitan Fiber Systems of Dallas, Inc., by and through its duly authorized officer, accepts all terms
and conditions of the Street Use and Rental Agreement set forth in the Town of Addison Ordinance 093-047 passed and adopted by the City Council of the Town of Addison on August 24, 1993.
The caption of said Ordinance being: AN ORDINANCE OF THE TOWN OF ADDISON, TEXAS, GRANTING TO METROPOLITAN FIBER SYSTEMS OF DALLAS, INC. A STREET USE AND RENTAL AGREEMENT FOR THE PURPOSE
OF CONSTRUCTING, MAINTAINING AND OPERATING ITS FIBER OPTIC NETWORK IN PUBLIC STREETS, ALLEYS, AND RIGHTS-OF-WAY IN THE TOWN OF ADDISON; PROVIDING FOR THE CONDITIONS GOVERNING THE CONSTRUCTION,
EXPANSION, USE, RECONSTRUCTION, EXCAVATION, MAINTENANCE AND OPERATION OF A FIBER OPTIC NETWORK; PROVIDING FOR A BOND AND INSURANCE; PROVIDING FOR THE REGULATION OF WORK BY OTHERS, CONSTRUCTION
BY ABUTTING OWNERS AND REQUIRING ALTERATION TO CONFIRM WITH PUBLIC IMPROVEMENTS; PROVIDING FOR THE CITY'S RIGHT TO USE CERTAIN PORTIONS OF THE FIBER OPTIC NETWORK; PROVIDING FOR COMPENSATION
FOR THE PRIVILEGES CONFERRED UNDER THIS STREET USE AND RENTAL AGREEMENT; PROVIDING FOR ACCOUNTING AND OTHER INFORMATION; PROVIDING FOR CONDITIONS CONCERNING RENEWAL; PROVIDING FOR CONDITIONS
OF TRANSFER OR ASSIGNMENT; PROVIDING AN INDEMNITY CLAUSE; PROVIDING FOR A LOCAL OFFICE; PROVIDING FOR CONSEQUENCES OF AGREEMENT VIOLATIONS; PROVIDING FOR COMPLIANCE WITH EXISTING LAWS;
PROVIDING FOR WRITTEN ACCEPTANCE OF THE TERMS OF THIS AGREEMENT; AND PROVIDING AN EFFECTIVE DATE. And files this acceptance as required by the terms of the Ordinance. IN TESTIMONY WHEREOF,
witness the corporate signature of Metropolitan Fiber Systems of Dallas, Inc. by its duly authorized officer, this the--.2.i:.day of September, 1993. ACCEPTANCE OF ORDINANCE NO. 093-047
DOC #: 115969 PAGE 1
Original acceptance of agreement in Ordinance No. 093-047 of which the foregoing is a true copy was filed in my office on the2Dti day of 􀁾􀁆􀁅􀁧􀀮􀀮􀀬 1993, at :S:OO o'clock, L·m. (SEAL)
􀀮􀁌􀀲􀁾􀁾 City Secretary ACCEPTANCE·OF ORDINANCE NO. 093-047 DOC #: 115969 PAGE 2
ORDINANCE NO. 095-029 AN ORDINANCE OF THE TOWN OF ADDISON, TEXAS, GRANTING TO MCI METRO ACCESS TRANSMISSION SERVICES, INC. ("MCIM") A STREET USE AND RENTAL AGREEMENT FOR THE PURPOSE
OF CONSTRUCTING, MAINTAINING AND OPFRATING ITS FIBER OPTIC NETWORK IN PUBLIC STREETS, ALLEYS, AND RIGHTS-OF-WAY IN THE TOWN OF ADDISON; 􀁐􀁒􀁏􀁖􀁉􀁄􀁮􀁾􀁇 FOR THE CONDITIONS GOVERNING
THE CONSTRUCTION, EXPANSION, USE, RECONSTRUCTION, EXCAVATION, MAINTENANCE AND OPERATION OF A FIBER OPTIC NETWORK; PROVIDING FOR A BOND AND INSURANCE; PROVIDING FOR THE REGULATION OF
WORK BY OTHERS, CONSTRUCTION BY ABUTTING OWNERS AND REQUIRING ALTERATION TO CONFORM WITH PUBLIC IMPROVEMENTS; PROVIDING FOR THE CITY'S RIGHT TO USE CERTAIN PORTIONS OF THE FIBER OPTIC
NETWORK; PROVIDING FORCOMPENSATION FOR THE PRIVILEGES CONFERRED UNDERTillS STREET USEAND RENTAL AGREEMENT; PROVIDING FOR ACCOUNTING AND OTHER INFORMATION; PROVIDING FOR CONDITIONS CONCERNING RENEWAL; PROVIDIl';G
FOR CONDITIONS OF TRANSFER OR ASSIGNMENT; PROVIDING AN INDEMNITY CLAUSE; PROVIDING FOR A LOCAL OFFICE; PROVIDING FOR CONSEQUENCES OF AGREEMENT VIOLATIONS; PROVIDING FOR COMPLIANCE WITH
EXISTING LAWS; PROVIDING FOR WRITfEN ACCEPTANCE OF THE TERMS OF THIS AGREEMENT; AND PROVIDING AN EFFECTIVE DATE. BE IT ORDAINED BY THE CITY COUNCIL OF THE TOWN OF ADDISON, TEXAS: SECTION
1. DEFINITIONS For the 􀁰􀁵􀁲􀁰􀁊􀁾􀁥 of this 􀁯􀁲􀀼􀁅􀁲􀁾􀁡􀁮􀁣􀁥􀀷 the following terms, phrases, words, abbreviations and their derivations shall have the meaning given 􀁨􀁥􀁲􀁥􀁩􀁾
unless more specifically defined within other sections of this ordinance. When not incondstent with the context, words used in the present tense include the future tense, words in the
single number include the plural number. The word "shall" is always mandatory, and not merely directory. A. "Acceptance Fee" means the amount payable based on a formula of $1.00 per
linear foot of streets traversed, and $1,000 per public street crossing that is underground for the initial construction phase. Initial construction phase shall mean the initial loop
built within the City as part of an initial Dallas Metroplex loop. B. "General Compensation" means the amount Grantee is required to pay City under Section 11. OFFICE OF THE CITY SECRETARY
DOC #: 273868/1 ORDINANCE NO. 095-029
C. "Annual Gross Revenue Based Fee" means an amount equal to five percent (5%) of (i) Grantee's Gross Revenues received by Grantee during the year for the operation of Grantee's Network
within the City, and (ii) a proportionate share of Grantee's Gross Revenue derived from the physical interconnection of Grantee's Network with other cities. D. "City" shall mean the
Town of Addison, a home-rule municipal corporation. E. "Anniversary Date" shall mean the date on which this agreement is accepted by the company. . F. "Fiber Optic Telecommunications
Network" or "Network" shall mean the Company's system of cables, wires, lines, towers, wave guides, optic fiber, microwave, and any associated converters, equipment, or facilities designed
and constructed for the purpose of producing, receiving, amplifying or distributing by audio, video or other forms of electronic signals to or from subscribers or locations within the
City. G. "Company" or "Grantee" shall mean MCI Metro Acces Transmission Services, Inc., its successors and assigns. H. "Day or days" shall mean a calendar day or days. I. "Director"
shall mean the Director of the Finance Department of the City or his designee. J. "Gross Revenue" shall mean all receipts collected by the Company for all communications and related
operations and services within the corporate limits of the City as well as any other revenue arising from the operation or possession of this franchise. By way of example, but without
limitation, "Gross Revenue" includes the sale or lease of customer premise equipment, installation charges, access charges paid to the Company by other carriers, street use and rental
fees and occupation taxes surcharged to customer, and the lease or resale of lines or circuit paths to third parties. "Gross Revenue" does not include revenue uncollectible from customers
(bad debts) or payments received for construction reimbursement. K. "Director of Public Works" shall mean the Director of the City's Engineering Department or City Engineer. L. "Compensation
Year" means each calendar year during the term of this franchise agreement in which General Compensation is paid by Grantee to the City. OFFICE OF THE CITY SECRETARY DOC #: 273868/2
ORDINANCE NO. 095-029
SECTION 2. GRANT OF CERTAIN RIGHTS There is hereby granted, subject to the City's prompt receipt of monetary and services compensation, to MCI Metro Access Transmission Services, Inc.,
a corporation, hereinafter called "Grantee", for an initial term of ten (10) years from passage of this streets use and rental agreement (thereinafter referred to as the agreement, agreement
ordinance or ordinance) (unless otherwise terminated as provided for herein), the non-exclusive right and privilege to have, acquire, construct, expand, reconstruct, maintain, use and
operate in, along, across, on, over, through, above and under the public streets, alleys and rights-of-way of the City, a Fiber Optics . Telecommunications Network (the "Network"), which
shall be limited to telecommunications services including: audio, video, data, voice and signalling communications services. Grantee shall not provide services directly regulated by
the Texas Public Utility Commission (the "PUC") under the Texas Public Utility Regulatory Act Act unless authorized by the PUC, state or federal law. Grantee shall not provide cable
services or operate a cable system as defmed in the Cable Communications Policy Act of 1992 (47 U.S.C.A. §521, et seq., as amended) or as recognized by the Federal Communications Commission
(the "FCC") without ftrst obtaining a cable franchise from the Town of Addison and shall not allow the use of the Network by a cable system that has not been granted authority by the
City. This agreement ordinance is granted to Grantee solely for the purpose of directly serving its end-user customers (including hotels, motels, hospitals and buildings with shared
tenant services) and common carriers. This ordinance does not require Grantee to provide ubiquitous service throughout the entire city as a public service provider. SECTION 3. CONSTRUCTION,
MAINTENANCE, EXPANSION, RECONSTRUCTION, AND EXCAVATION (a) The construction, expansion, reconstruction, excavation, use, maintenance and operation of Grantee's Network, facilities and
property shall be subject to all lawful police regulations of the City and performed in accordance with the City's regulations for utility location and coordination. In addition to any
other City regulations or requirements, thirty (30) days prior to the commencement of construction within the City's rights-of-way, Grantee shall provide the City Engineer (or such other
officials as the City may designate from time to time) each with a copy of the construction work. plans and drawings. Grantee shall not proceed with construction within the City's rightsof-way
until the plans and drawings have been approved in writing by the proper City officials. (b) Upon request of the City, Grantee shall remove and abate any portion of the Network or any
facility that is dangerous to life or property, and in case Grantee, after notice, fails or refuses to act, the City may remove or abate the same, at the sole cost and expense of Grantee,
all without compensation or liability for damages to Grantee. Grantee shall promptly restore the public streets, alleys and rights-of-way to their condition prior to Grantee's construction,
maintenance, or excavation, to the reasonable satisfaction of the City Engineer. Grantee shall excavate only for the OFFICE OF THE CITY SECRETARY DOC #: 273868/3 ORDINANCE NO. 095-029
construction, installation, expansion, repair, removal, and maintenance of all or a portion of its Network. (c) Except in an emergency, Grantee shall not excavate any pavement in any
public alley or street or significant amounts of any unpaved public right-of-way without first securing permission of the City Engineer, but such permission shall be given if the proposed
excavation is in accordance with the terms of this ordinance. The City Engineer shall be notified as soon as practicable regarding work performed under emergency conditions; and Grantee
shall comply with the City Engineer's reasonable requirements for restoration of any disturbed public property. (d) Within thirty (30) days of completion of each segment of Grantee's
Network, Grantee shall supply the City with a complete set of lias built" drawings for that segment. Further, after each replacement, relocation, reconstruction, or removal, Grantee
shall promptly notify the City of the exact changes made and shall provide a new set of lias built" drawings of each modification to the City Engineer. Grantee shall provide annually
a complete set of lias builtII drawings incorporating these changes. Grantee shall obtain the City's approval before any system changes are made. (e) Grantee shall complete construction
and full activation of its initial Network within twenty-four (24) months after passage of this· agreement ordinance. Further, Grantee shall be capable of providing service to customers
no later than twentyfour (24) months after completion of construction of its initial Network. SECTION 4. TERM OF AGREEMENT Upon the fIling with the City by the Grantee of the acceptance
required herein, this agreement shall be in full force and effect for a term and period of ten (10) years, beginning on the Anniversary Date. This agreement shall be automatically renewed
for one subsequent ten (10) year period unless either party shall file ninety (90) day prior written notice of cancellation to the other and the other shall have responded their acknowledgement
in a similar form. SECTION 5. CONSTRUCTION WORK REGULATION BY CITY AND UNDERGROUND CONDUIT USED BY CITY (a) All work done in connection with the construction, expansion, reconstruction,
maintenance or repair of the Network shall be subject to and governed by all laws, rules, and regulations of the City, and Grantee shall place all facilities underground according to
reasonable requirements that may be adopted from time to time by the City; provided, however, Grantee shall be given due notice and shall be entitled, upon request, to a hearing before
the City Council of the Town of Addison prior to the adoption of any such requirements, and further provided that Grantee may present evidence to demonstrate that such requirements will
substantially impair its ability to recover its operation expenses. OFFICE OF THE CITY SECRETARY DOC #: 273868/4 ORDINANCE NO. 095-029
(b) All excavations and other construction in the public streets, alleys, and rights-of-way shall be carried on to interfere as little as practicable with the use of public and private
property and in accordance with any direction given by the City under the police and regulatory powers of the City. (c) Subject to reasonable availability and agreement between the parties
concerning maintenance, access and security, Grantee may be required by the City to construct portions of the Network, or all of its Network, underground, or to share duct trench space
owned and maintained by any other person or entity upon reasonable, nondiscriminatory terms and at fair market value. The intent of this section is to encourage shared use of the infrastructure
and decrease excavation of the City's rights-of-way. (d) Any facilities of other persons or entities that are attached to or within Grantee's Network shall be placed, replaced, maintained
and removed in a safe manner so that the attachment does not interfere unnecessarily with the erection, replacement operation, repair or maintenance of the Network or other persons or
entities using the same Network. Grantee shall not be required to share trench space of any other person or entity franchised by the City, if it can be satisfactorily shown that thereby
Grantee will be subjected to increased risks of interruption to its service or to increased liability for accidents, or if the facilities of such other person or entity are not of the
character, design and construction required by, or are not being maintained in accordance with current practice. Provided, however, nothing herein shall modify or abrogate the power
of the City to require any holder of a franchise or any street use and rental agreement or similar agreement from the City to allow use of its facilities by any other holder of a City
franchise pursuant to the City Charter. SECTION 6. BONDS (a) Grantee shall obtain and maintain, at its sole cost and expense, and fIle with the City Secretary, a corporate surety bond
with a surety company authorized to do business in the State of Texas and found acceptable by the City Attorney, in the amount of Two Hundred Fifty Thousand Dollars ($250,000) both to
guarantee the timely construction and full activation of Grantee's Network and to secure Grantee's performance of its obligations and faithful adherence to all requirements of this agreement
ordinance. After the frrst five (5) years of the initial term, bond requirement shall be reduced to One Hundred Thousand Dollars ($100,000). Grantee shall provide this corporate surety
bond at the time of filing the acceptance of franchise, as required by Section 27 herein. (b) Any extension to the prescribed time limit of one hundred percent (100%) of the initial
Network miles within twenty-four (24) months shall be authorized by the City Council. Such extension shall be authorized only when the City Council determines OFFICE OF THE CITY SECRETARY
DOC #: 273868/5 ORDINANCE NO. 095-029
that such extension is necessary and appropriate due to causes beyond the control of Grantee. (c) The rights reserved to the City with respect to the bond are in addition to all other
rights of the City, whether reserved by this agreement ordinance or authorized by law; and no action, proceeding or exercise of a right with respect to such bond shall affect any other
rights the City may have. (d) The bond shall contain the following endorsement: It is hereby understood and agreed that this bond may not be canceled by the surety nor any intention
not to renew be exercised by the surety until sixty (60) days after receipt by the City, by registered mail, of written notice of such intent. SECTION 7. INSURANCE (a) Grantee shall
obtain and maintain in full force and effect throughout the term of this agreement ordinance, and any extension or renewal thereof, insurance with an insurance company licensed to do
business in the State of Texas, approved by the State of Texas and acceptable to the City. All companies will be required to be rated A-VI or better by A.M. Best or A or better by Standard
and Poors. The insurance shall be issued in the standard form approved by the State Board of Insurance. Grantee shall provide City with proof of such insurance so required at the time
of fIling the acceptance of this agreement ordinance, as required by Section 27 herein. The City reserves the right to review these insurance requirements during the effective period
of the agreement ordinance and any extension or renewal thereof, and to adjust insurance coverage and their limits when deemed necessary and prudent by the City Manager, based upon changes
in statutory law, court decisions, or the claims history of the industry or the Grantee. (b) Subject to the Grantee's right to maintain reasonable deductibles in such amounts as are
approved by the City, Grantee shall obtain and maintain in full force and effect for the duration of this agreement ordinance, and any extension or renewal thereof, at Grantee's sole
expense, insurance policy coverage in the following type and minimum amounts: 1. TYPE Worker's Compensation and Employer's Liability AMOUNT Statutory $500,0001500,000/100,000 OFFICE
OF THE CITY SECRETARY DOC #: 273868/6 ORDINANCE NO. 095-029
2. Commercial General (public) Liability to include coverage for the following where the exposure exists: (i) Premises operations (ii) Independent contractors (iii) Products/completed
(iv) Personal injury (v) Contractual liability (vi) Explosion, collapse and underground property damage 3. Comprehensive automobile insurance coverage for loading and unloading hazards,
for: (i) Owned/leased automobiles (ii) Non-owed automobiles (ii) Hired automobiles Combined single limit for bodily injury and property damages $3,000,000 per occurrence or its equivalent
Combined single limit for bodily injury and property damage $1,000,000 per occurrence or its equivalent (c) The City shall be entitled, upon request and without expense, to review copies
of the policies and all endorsements thereto. The City may make any reasonable requests for deletion, revision or modification of particular policy terms, conditions, limitations or
exclusions, except where policy provisions are established by law or regulation binding upon either City or Grantee or upon the underwriter for any of such policies. Upon request for
deletion, revision or modification by the City, Grantee shall exercise reasonable efforts to accomplish the changes in policy coverage, and shall pay the cost thereof. (d) Grantee agrees
that with respect to the above-required insurance, all insurance contracts will contain the following required provisions: (i) Name the Town of Addison and its officers, employees, board
members and elected representatives as additional insured (as the interests of each insured may appear) as to all applicable coverage; OFFICE OF THE CITY SECRETARY DOC #: 273868n ORDINANCE
NO. 095-029
(ii) Provide for forty:"five (45) days notice to the City for cancellation, non-renewal, or material change; (iii) Provide for notice to the Director of Finance by certified mail; and
(iv) Provide that all provisions of the agreement ordinance, as amended, concerning liability, duty, and standard of care, including the Indemnity, Section 16, of this agreement ordinance,
shall be underwritten by contractual coverage sufficient to include such obligations within applicable policies. (e) The insurance policies obtained by Grantee in compliance with this
Section shall be subject to approval by the City, and such proof of insurance, along with written evidence of payment of required premiums, shall be flied and maintained with the Director
of Finance during the term of this agreement ordinance, or any extension or renewal thereof, and may be changed from time to time to reflect changing liability limits, as required by
the City. Grantee shall immediately advise the City Attorney of any actual or potential litigation that may develop that would affect this insurance. (f) Insurers shall have no right
of recovery against the City, it being the intention that the insurance policies shall protect Grantee and the City and shall be primary coverage for all losses covered by the policies.
(g) The policy clause "Other Insurance" shall not apply to the Town of Addison where the City is an insured on the policy. (h) Companies issuing the insurance policies shall have no
recourse against the Town of Addison for payment of any premiums or assessments which all are set at the sole risk of the Grantee. SECTION 8. WORK BY OTIlERS, CONSTRUCTION BY ABUTTING
OWNERS, ALTERATION TO CONFORM WITH PUBUC IMPROVEMENT (a) The City reserves the right to lay and permit to be laid, sewer, gas, water, and other pipe lines or cables and conduits, and
to do and permit to be done, any underground and overhead work that may be deemed necessary or proper by the City in, across, along, over or under any public street, alley, or right-of-way
occupied by Grantee, and to change any curb or sidewalk or the grade of any street. In permitting such work to be done, the City shall not be liable to Grantee for any damages not willfully
and directly caused by the sole negligence of the City; provided, however, nothing herein shall relieve any other person or entity from liability for damage to Grantee's Network. All
work performed will be in accordance with the City manual for Utility Location and Coordination. (b) In the event that the City authorizes abutting landowners to occupy space under the
surface of any public street, alley, or right-of-way, such grant to an abutting OFFICE OF THE CITY SECRETARY DOC #: 273868/8 ORDINANCE NO. 095-029
landowner shall be subject to the rights herein granted to Grantee. In the event that the City shall close or abandon any public street, alley, or right-of-way which contains any portion
of Grantee's Network, any conveyance of land contained in such closed or abandoned public street, alley, highway, or right-of-way shall be subject to the rights herein granted. (c) Whenever
by reason of the changes in the grade of any street or in the location or the manner of constructing any water pipes, gas pipes, sewers, or any other underground or overhead structure
for any City purpose whatever, it shall be deemed necessary by the City to alter, change, adapt or conform a portion of Grantee's Network thereto, such alterations or changes shall be
promptly made by Grantee when ordered in writing by the City. If such requirements impose a financial hardship, Grantee may present alternative proposals to the City, and the City shall
give due consideration to such alternative proposals. The City shall not require Grantee to to remove its Network entirely from such public right-of-way. The City shall have the right
to require Grantee to adapt or conform its Network, or to alter, relocate or change its Network to enable the City to use, or to use with greater convenience, any public street, alley
or right-of-way. If the City requires Grantee to adapt or conform its Network, or in any way or manner to alter, relocate or change its Network to enable any other entity or person,
except for the City, to use, or to use with greater convenience, any public street, alley or right-of-way, Grantee shall not be required to make any such changes until such other entity
or person shall have undertaken, with solvent bond satisfactory to Grantee, to reimburse Grantee for any loss or expense which will be caused by, or arise out of such change, alteration
or relocation of Grantee's Network; provided, however, that the City shall never be liable for such reimbursement. (d) In the event that Grantee has not relocated those of its affected
facilities which are located in a public street, alley, or right-of-way within a reasonable length of time (as determined by the City's Engineer) prior to the City's commencement date
for public street, alley, or right-of-way construction, the City shall have the right to relocate or cause to be relocated the affected portion of Grantee's Network, and the Grantee
shall reimburse the City for all costs of relocation. (e) During the term of this agreement, Grantee shall be liable to the city for. the acts or omissions of any entity used by Grantee
(including an affiliate) when such entity is involved directly or indirectly in the construction, installation, maintenance or operations of Grantee's Network as if the acts or omissions
of such entity were the acts or omissions of Grantee. SECTION 9. COMPLIANCE WITH CITY CHARTER Grantee recognizes, accepts and agrees that the terms, conditions, and provisions of this
agreement are subject to the applicable provisions of the Town of Addison Charter. Any request by Grantee for a modification to this agreement shall be subject to review by the City
Attorney for compliance with the applicable provisions of the City Charter. OFFICE OF THE CITY SECRETARY DOC #: Z73868/9 ORDINANCE NO. 095-029
SECTION 10. SERVICE TO THE CITY Grantee agrees to provide two (2) dark fiber pair to the City free of cost for its own internal telecommunications use pursuant to the following terms
and conditions: i) Two single mode fiber optic pair will be made available to the City free of cost within the portion of the Grantee's Network constructed within public rights-of-way
(excluding building entrance links); ii) sixty (60) days prior to construction, the City shall notify Grantee of its intention to use such fiber along the designated route and the location
of city designated splice points; iii) City shall pay Grantee its direct cost of materials and labor plus fifteen percent (15 %) for all building entrances, links, splices or access
lines necessary to connect City facilities to Grantee's Network; iv) Grantee will construct City's building entrance links within one hundred and twenty (120) days of the City's written
request; v) Grantee will provide physical network maintenance for all City fiber and splice points points (points contained within Grantee's Network facilities); vi) these fibers, and
the transmission capacity provided hereunder shall not be use, either directly or indirectly, for sale, donation, trade, barter or resale to any third parties; vii) the City will assist
Grantee in obtaining any permits necessary for the purpose of connecting City facilities. SECTION 11. COMPENSATION TO THE CITY (a) Acceptance Fee -The Grantee agrees to pay upon completion
of construction of its initial Network a one time acceptance fee to the City the sum of One Dollar ($1.00) per linear foot of the City's streets traversed and a fee of One Thousand Dollars
($1,000) per public street crossing that is underground and after acceptance of the agreement pursuant to Section 27. In any 􀁥􀁶􀁥􀁮􀁴􀁾 Grantee's use of leased conduit facilities for
Network purposes shall not require this per linear foot charge. Additionally, Grantee shall not be required to pay this fee again in the same duct for additional usage or new franchises
by by Grantee or its assigns. (b) General Compensation -For the reason that the public streets, alleys and rights-of-way to be used by Grantee in the operation of its Network within
the boundaries of the City are valuable public properties, acquired and maintained by the City at a great expense to its taxpayers, and that the grant to Grantee of the use of said public
streets, alleys and rights-of-way is a valuable property right without which Grantee would be required to invest substantial capital in right-of-way costs and acquisitions, the Grantee
OFFICE OF THE CITY SECRETARY DOC #: 273868/10 ORDINANCE NO. 095-029
agrees to pay to the City as General Compensation during each year of this agreement ordinance, a sum equal to the greater of the Minimum Annual Fee or Annual Gross Revenue Based Fee.
The Minimum Annual Fee for the first year of operation shall be $5,000.(c) Calculation and Payment on a Ouarterly Basis -Grantee shall pay to the City for each quarter an amount equal
to the greater of: (i) one fourth (114) of the Minimum Annual Fee, calculated on the basis of a twelve month Compensation Year, or (ii) 5% of Gross Revenues for such quarter. The greater
of (i) or (ii) above shall be referred to as the "Quarterly Payment. II Grantee shall forward a check or money order in an amount equal to the Quarterly Payment by the fifteenth (l5th)
day of the calendar month immediately following the close of the calendar quarter for which the payment is calculated. Any necessary prorations shall be made. (d) Recalculation at end
of Compensation Year -At the end of each Compensation Year, Grantee shall recalculate the total General Compensation actually due. If additional amounts are due the City by Grantee,
said amounts shall be paid by the fifteenth (15th) day of the second month of the Compensation Year following the Compensation Year during which such amounts were originally due. If
amounts are found to be due the Grantee by the City, said amounts shall be credited by the fifteenth (l5th) day of the second month of the Compensation Year, during which such amounts
were originally due. Any necessary prorations shall be made. The compensation set forth in this Section 11 shall be exclusive of and in addition to all special assessments and taxes
of whatever nature, including, but not limited to, ad valorem taxes. In the event any Quarterly Payment is made after noon on the date due, Grantee shall pay a late payment penalty of
the greater of: (i) $100 or (ii) simple interest at ten percent (10%) per annum of the total sum due. As used in this Section 11, Gross Revenues shall mean all revenues (exclusive of
sales tax) collected by Grantee from operation of Grantee's Network installed pursuant to this agreement ordinance, and any related services provided by the Grantee within the corporation
limits of the City including but not limited to: (i) all telecommunications service revenue charges on a flat rate basis, (ii) all telecommunications services charged on a usage sensitive
or mileage basis, (iii) all revenues from installation service charges, (iv) all revenues from connection or disconnection fees, OFFICE OF THE CITY SECRETARY DOC #: 273868/11 ORDINANCE
NO. 095-029
(v) all revenues from penalties or charges to customers for checks returned from banks, net of bank costs paid, (vi) all revenues from equipment sold or rented to customer upon customer
premises, (vii) all revenues from local service, (viii) all revenues from authorized rental of conduit space, (ix) all revenues from authorized rentals of any portion of Grantee's Network,
including plant, facilities, or capacity leased to others, (x) all other revenuescollected by Grantee from business pursued within the City, and (xi) unrecovered bad debts charged off after diligent, unsuccessful efforts to collect are excluded from Gross Revenues.
Payment of money under this Section shall not in any way limit or inhibit any of the privileges or rights of the Town of Addison, whether under this agreement ordinance or otherwise.
Grantee shall file annually with the Director of Finance no later than ninety (90) days after the end of the Grantee's fiscal year, a statement of revenues (for that year) attributable
to the operations of the Grantee's Network within the Town of Addison pursuant to this ordinance. This statement shall present, in a form prescribed in Exhibit A, a detailed breakdown
of Gross Revenues and uncollectible accounts for the year. This statement shall be prepared by an Independent Certified Public Accountant whose report shall accompany the statement.
Any transactions which have the effect of circumventing payment of required agreement fees and/or evasion of payment of agreement fees by non-collection or non-reporting of Gross Revenues,
bartering, or any other means which evade the actual collection of revenues for business pursued by Grantee are prohibited. SEC110NI2. VVAIVER Except as provided in Section 22 of this
ordinance, any provisions of the Town of Addison Code of Ordinances that are inconsistent with the terms, conditions and provisions of this agreement ordinance are waived. SEC110N 13.
ACCOUNfS AND OTHER RECORDS AND REPORTS AND INVES11GA110NS (a) Grantee shall keep the City fully informed as to all matters in connection with or affecting the construction, reconstruction,
removal, maintenance, operation, and OFFICE OF THE CITY SECRETARY DOC #: 273868/12 ORDINANCE NO. 095-029
repair of Grantee's Network, Grantee;s account methods and procedures in connection therewith, and the recording and reporting by Grantee of all revenues and uncollectibles. (b) Grantee
shall keep complete and accurate books of account and records of its business and operations pursuant to this agreement ordinance in accordance with generally accepted accounting principles.
If required by the FCC, Grantee shall use the system of accounts and the forms ofbooks, accounts, records, and memoranda prescribed by the FCC in 47 CFR Part 32 or its successor and
as may be further described herein. The City may require the keeping of additional records or accounts which are reasonably necessary for purposes of identifying, accounting for, and
reporting gross revenues and uncollectibles for purposes of Section 11. In order to determine the Gross Revenues received by the Grantee, Grantee agrees that on the same date that payment
is made, as provided in Section 11, it will me with the City Secretary a sworn copy of a report in a form (Exhibit"A") to be prescribed and acceptable to the City in sufficient detail
to itemize revenues from each of the categories identified in Section 11. City may, if it sees fit, have the books and records of Grantee examined by a representative of said City to
ascertain the correctness of the reports agreed to be med herein. (c) Grantee shall report to the City such other reasonably related information relating to Grantee and the City as the
City may consider useful and reasonably necessary and shall comply with the City's determination of forms for reports, the time for reports, the frequency with which any reports are
to be made, and if reports are to be made under oath. (d) Grantee shall provide the City with access at reasonable times and for reasonable purposes, to examine, audit, review, its books,
accounts, documents, maps, plans and other records of Grantee pertaining to this agreement ordinance. Grantee shall fully cooperate in making available its records and otherwise assisting
in these activities. (e) The City may, at any time, make inquires pertaining to Grantee's operation of its Network within the Town of Addison. Grantee shall respond to such inquiries
pertaining to Grantee's operating of its Network within the Town of Addison. Grantee shall respond to such inquiries on a timely basis. (t) Grantee shall provide the City with notices
of all petitions, applications, communications and reports submitted by Grantee to the FCC, Securities and Exchange Commission and the PUC, or their successor agencies, specifically
relating to any matters affecting the use of City streets, alleys, and public rights-of-way and/or the telecommunications operations authorized pursuant to this agreement ordinance as
it relates specifically to the City. Upon written request from City, Grantee shall provide the City with copies of all such documentation. OFFICE OF THE CITY SECRETARY DOC #: 273868/13
ORDINANCE NO. 095-029
SECTION 14. RULES AND REGULATIONS (a) The City may establish, after reasonable notice and hearing, such rules and regulations as may be in the public interest regarding Grantee operations
with the City. (b) In order to ascertain relevant facts, the City shall have full power and authority from Grantee to (i) inspect, or cause to be inspected, the books and records of
Grantee, (ii) inventory and appraise, or cause to be inventoried or appraised, the property of Grantee within the Town of Addison, and (iii) obtain access to relevant books and records.
SECTION 15. ASSIGNMENT OR LEASE OF AGREEMENT (a) Neither the agreement, the assets held by Grantee for use under this agreement ordinance, any rights nor privileges of Grantee under
this agreement ordinance, Grantee's Network capacity, or allowance of access to Grantee's Network, either separately or collectively, shall be sold, resold, assigned, transferred or
conveyed by Grantee to any other person or firm, except an affiliated entity, without the prior written consent of the City by ordinance or resolution unless otherwise permitted in this
agreement ordinance or by the City Council. No such sale, assignment, transfer or conveyance by Grantee shall be approved by the City Council for one year after the passage of this agreement
ordinance, unless such sale, assignment, transfer or conveyance is to another City franchisee or licensee and the City Council determines such sale, assignment, transfer or conveyance
is in the best interest of the Town of Addison. Grantee may assign agreement to related affiliate, parent or subsidiary during the term of this agreement with notice and consent of City,
which consent shall not be unreasonably withheld. In the event that the purchaser or seller is the holder of a like agreement, the agreement purchased shall be canceled and merged into
one or the other agreement held by the purchaser upon such reasonable terms and conditions as may be set out by the City Council when permission for merger is granted. Should the Grantee
sell, sell, assign, transfer, conveyor otherwise dispose of any of its rights or its interests under this agreement ordinance, or attempt to do so, in violation of this requirement to
obtain prior consent, the City may, after notice and reasonable opportunity to cure, deem such transfer as a material breach in accordance with Section 21, revoke this agreement for
default, in which event all rights and interest of the Grantee shall cease and no purported sale, assignment, transfer or conveyance shall be effective. (b) Plant and facilities owned
by Grantee located within public property shall never be leased or subleased to a provider or reseller of similar services unless such provider or seller has a similar franchise or is
otherwise authorized to conduct business in Addison under state or federal law. OFFICE OF THE CITY SECRETARY DOC #: 273868/14 ORDINANCE NO. 095-029
SECTION 16. INDEMNITY Grantee shall indemnify, defend and save whole and harmless, the City and all of its officers, agencies, and employees against and from any and all claims, suits,
judgments, actions, losses, costs and expenses, including attorneys' fees and costs or expenses incidental to the investigation and defense of claims and lawsuits brought for, on behalf
of or on account of any bodily injuries or damages received or sustained by any person, firm or corporation or to any . property, which may be occasioned by, or arising out of or from,
the conduct of Grantee in .connection with this agreement ordinance, the construction, reconstruction, expansion, removal, maintenance, operation, or repair of Grantee's Network, the
conduct of Grantee's business in the City pursuant to this agreement ordinance, any occurrence in connection with the agreement ordinance, any and all claims and lawsuits arising from
any breach or default on the part of Grantee in the performance of any term, condition, provision, covenant or agreement to be performed by Grantee pursuant to this agreement ordinance,
any act or omission of Grantee, or any of its agents, contractors, subcontractors, servants, employees or licensees, or any relationship between Grantee and its end use customers and
retailers whether caused by or attributable solely to Grantee and others, or the Grantor, the intent of this provision being to bring this indemnity provision within the express negligence
doctrine; and Grantee shall pay all judgments, with costs, counsel fees and expenses, which may be obtained against the City from any such claim. City agrees to give Grantee prompt and
reasonable notice of any claims or lawsuits; and Grantee shall have the right to investigate, compromise and defend same to the extent of its own interest. The above indemnification
shall not apply to any judgment for liability resulting from the gross negligence or willful misconduct of the City. The terms and provisions contained in this Section are intended to
be for the benefit of City and Grantee and are not intended to be for the benefit of any third party. SECTION 17. PRINCIPAL OFFICE LOCATION Location of the Grantee's principal office
shall be within the Dallas Metropolitan area. Grantee shall always keep and maintain, so far as is practical, specific books, records, contracts, accounts, documents, and papers for
its operations within the City. All maps, plats, records and inventories and books of the Grantee, insofar as they show values and location of existing property shall be preserved for
use, if necessary, in connection with any future valuation of the property of the Grantee. SECTION 18. NOTICES All notices from Grantee to the City pursuant to this agreement ordinance
shall be directed to the Office of the City Manager, P. O. Box 144, Addison, Texas 75001, or to such officer as designated by the City Manager. All notices to Grantee pursuant to this
agreement ordinance shall be to such local corporate officer in the Dallas Metropolitan area designated by Grantee. Grantee shall maintain within the Dallas Metropolitan area through
the term of this agreement ordinance an address for service of notices by mail. Grantee shall also maintain within the Dallas Metropolitan area a local telephone number operational during
normal business OFFICE OF THE CITY SECRETARY DOC #: Z73868/1S ORDINANCE NO. 095-029
hours for the conduct of matters related to this agreement ordinance. Any change in address or telephone number shall be furnished to the City ten (10) days prior to the change. SECTION
19. CONFIDENTIALITY City agrees to use its best efforts to preserve the confidentiality of information designated by Grantee as proprietary, to the extent permitted by law. SECTION 20.
VIOLATIONS If the City has reason to believe that Grantee is in violation of this agreement, the City shall notify Grantee in writing of the violation setting forth the nature of such
violation. Within ten (10) days of receipt of such notice, Grantee shall respond in writing to provide explanation or documentation to support that the violation did not occur. Grantee
shall be allowed thirty (30) days to cure violations after written notice is received from the City. Upon evidence being received by the City that any violation of this agreement ordinance
any City Charter provisions or any ordinances lawfully regulating Grantee in the construction construction and operation of its Network is occurring, or has occurred, the City shall
cause an investigation to be made. If the City finds that such a violation exists or has occurred, the Grantee shall take appropriate steps to comply with the terms of this agreement
ordinance and any lawful regulation. Should Grantee fail to comply, after notice and opportunity to cure, then the City may take any action authorized by law, including forfeiture of
this agreement in the event of a substantial breach under Section 21 and a suit in court to compel compliance. If, in any such proceeding, default is finally established, Grantee shall
be required to pay to the City the reasonable expenses incurred in the prosecution of such suit and all the City's damages and costs (including attorneys' fees), but Grantee shall be
allowed either by the court in the judgment of forfeiture or by order of the City Council, a reasonable time thereafter, as fixed by such judgment or order, to correct the default and
pay such expenses, damages and costs as it may be adjudged to pay, and if Grantee does so correct and so pay within such time, forfeiture shall not become effective nor be enforced.
SECTION 21. TERMINATION (a) In addition to all other rights and powers retained by the City under this agreement ordinance or otherwise, the City reserves the right to terminate this
agreement ordinance, and all rights and privileges of Grantee hereunder shall cease in the event of substantial breach, subject to reasonable notice and opportunity to cure, of its terms
and conditions. A substantial breach by Grantee shall include, but shall not be limited to, the following: (i) Grantee's violation of any material provision of the agreement ordinance
or any material rule, order, regulation or determination of the City made pursuant to this agreement ordinance; OFFICE OF THE CITY SECRETARY DOC #: 273868/16 ORDINANCE NO. 095-029
(ii) Grantee's failure to properly compensate the City as required in this agreement ordinance; (iii) Grantee's attempt to evade any material provision of the agreement ordinance or
to practice any fraud or deceit upon the City or upon Grantee's customers or interexchange carriers; (iv) Grantee's failure to be capable of providing actual services to its customers
within twenty-four (24) months from the date of completion of construction of its initial Network, unless otherwise authorized by the City Council; (v) Grantee's failure to complete
its construction and provide service as described in Section 3 of this agreement ordinance; (vi) Grantee's attempt to sell, transfer, conveyor assign any of the rights and privileges
granted pursuant to this agreement ordinance within one (1) year after the passage of this ordinance; (vii) Grantee's attempt to sell, transfer, conveyor assign arty of the rights and
privileges granted pursuant to this agreement ordinance without City Council approval; (viii) Grantee's failure to respond to or comply with City requested reports, audits, statements
and other information in a timely manner; (ix) Grantee's failure to operate its Network for twenty-four (24) months after it has been constructed; or (x) Grantee's material misrepresentation
of fact in its application or negotiations during the agreement process; or the conviction of any director, officer, employee or agent of Grantee for the offense of bribery or fraud
connected with or resulting from the award of the agreement to Grantee. SECTION 22. POLICE POWERS In accepting this agreement ordinance, the Grantee acknowledges that its rights hereunder
are subject to and in accordance with the police power of the Town of Addison to adopt and enforce general ordinances necessary to the safety and welfare of the public; and Grantee shall
comply with all applicable general laws and ordinances enacted by the City pursuant to such powers. Any conflict between the provisions of this agreement ordinance and any other present
or future lawful exercise of the City's police powers shall be resolved in favor of the latter. OFFICE OF THE CITY SECRETARY DOC #: Z73868/17 ORDINANCE NO. 095-029
SECTION 23. SAVINGS CLAUSE FOR FIBER OPTICS FRANCmSE AGREEMENTS Notwithstanding anything contained in this ordinance to the contrary, in the event that (a) this ordinance or any part
hereof, or (b) any procedure provided in this ordinance, or (c) any compensation due the City under this ordinance, becomes, or is declared or determined by a judicial, administrative
or legislative authority exercising its jurisdiction to be excessive, unrecoverable, unenforceable, void, unlawful or otherwise inapplicable, in whole or in part, MCIM and City shall
meet and negotiate a new ordinance that is in compliance with the authority's decision or enactment and, unless explicitly prohibited, the new ordinance shall provide the City with a
level of compensation comparable to that set forth in this ordinance provided that such compensation is recoverable byMCIMin a mutually agreed manner permitted by law for the unexpired
portion of the term of this ordinance. SECTION 24. CITY MANAGER The City Manager may delegate the exercise of any and all of the powers conferred upon the City by its Charter or by general
law relating to the administration and enforcement of this agreement ordinance and to the Grantee's exercise of the rights and privileges herein conferred. SECTION 25. GOVERNING LAW
This agreement ordinance is passed subject to the provisions of the Constitution and laws of the United States, the State of Texas, and the Charter and ordinances of the Town of Addison.
SECTION 26. FORCE MAJEURE The time within which Grantee shall be required to perform any act under the agreement ordinance shall be extended by a period of time equal to the number of
days due to a force majeure. The term "force majeure" shall mean delays due to acts of God, war, civil disturbances, fIre, unavoidable casualty, construction delays due to weather, or
other similar causes beyond the control of Grantee. Notwithstanding anything contained anywhere else in this agreement ordinance, Grantee shall not be excused from performance of any
of its obligations obligations under this agreement ordinance by misfeasance or malfeasance of its directors, offIcers or employees or by mere economic hardship. SECTION 27. SEVERABILITY
If any section, subsection, sentence, clause, phrase, term, provision, condition, covenant or portion of this agreement ordinance is for any reason held invalid or unenforceable by any
court of competent jurisdiction, the remainder of this agreement ordinance shall not be affected thereby but shall be deemed as a separate, distinct and independent provision, and such
holding shall not affect the validity of the remaining portions hereof, and each remaining section, subsection, sentence, clause, phrase, term, provision, condition, covenant and portion
of this agreement ordinance shall be valid and enforceable to the fullest extent permitted by law. OFFICE OF THE CITY SECRETARY DOC #: 273868/18 ORDINANCE NO. 095-029
SECTION 28. ACCEPTANCE OF AGREEMENT Grantee shall, within thirty (30) days after the passage of this agreement ordinance, fIle in the office of the City Secretary a written instrument
accepting this agreement ordinance and all terms and conditions thereof, signed and acknowledged by its proper officers in a form acceptable to the City. Grantee shall not commence construction,
operation or activation of its Network until providing City with the required insurance, bond and acceptance. SECTION 29. EFFECTIVE DATE This agreement ordinance shall take effect immediately
from and after its passage and acceptance in accordance with the provisions of the Charter of the Town of Addison and it is accordingly so ordained. SECTION 30. HEADINGS The enumeration
and headings of the sections of this ordinance are merely for convenience of reference, do not constitute representations or warranties, do not impose any obligation whatsoever and have
no substantive significance. DULY PASSED BY THE CITY COUNCIL OF THE TOWN OF ADDISON, TEXAS, on this the2:[Jaay 􀁯􀁡􀁾1995. . 7J ATTEST: OFFICE OF THE CITY SECRETARY DOC #: 273868/19
ORDINANCE NO. 095-029
ACKNOWLEDGEMENT OF ACCEPTANCE OF ASSIGNMENT On June 27, 1995, the City Council of the Town of Addiwn, Texas, adopted Ordinance 095-29 adopted the Ordinance granting MCI Metro Access
Transmission Services, Inc. a Street Use Rental Agreement for the purpose of construction, maintaining and operating a fiber optic network On public streets, alleys, and rights-of-way
in the Town of Addison. MCI Metro Access Transmission Services, Inc. does hereby accept the Agreement and Ordinance and all terms and conditions thereof. MCI METRO ACCESS TRANSMISSION
SERVICES, INC. 􀁂􀁙􀀺􀀮􀁾 Print Nmne: Steven D. Shannon Print Title: Vice President Rl.chard Strom Assistant Secretary ATTEST <;\;:D::) )O;e: OFFICE OF THE CITY SECRETARY ORDINANCE NO.
095-029 DOC #: 273868/20
PREPARED BY: FiNE.REE GRAPHIcs. INC. 1 Of 107 DWG. NO. PHASe 2 1t(VINU .. tI}t.1,.A5 NOR1H 1,.001' PMI .. PHASe 2 5,Afe1Y flR5f! I2RAW1NU 1Nt2fX 􀁾l'I?a'OSW 􀁾􀀮􀁦􀁃􀁦􀁬􀀮􀀮􀁃􀁘􀀢􀁁􀀱􀀱􀁡􀁬
MH' J of 101 􀁾􀀰􀀵􀁥􀁐 taW. f"LIfY MH' , 2 of101 l'I?a'05eP􀁾f!CL1fY MH' , 􀁾 of101 I\rf Wf. Aof101 􀁾􀀩􀀨􀁲􀁥􀁎􀀱􀀵 CR IWIVI:'lW. CtfYl.IMlf5 1', C, &I' of 101 􀁦􀁾􀁾􀁑􀀱􀁙􀁌􀀮􀁉􀁍􀁉􀁦􀀵
1' 􀁾CtfYUM1f5. C P/U.ASCtfYL.1MI1'5 I' 􀁣􀀻􀁡􀁭􀁌􀀮􀁾L.IMlf5 -I'IU.A7CtfYL.1MI1'5 􀁾􀀬 f of101 P/U.AS COLNfY. .. . 􀁾 eat.IN caNtY f 􀁾􀁏􀁓􀁗􀁾􀁃􀁏􀁎􀀵􀀱􀀱􀁡􀀮􀁲􀀱􀀱􀁏􀁎 WAwt.Y6.. .
􀁾 -18 of101 l'I?a'OSWtaW. 􀁾􀀱􀀱􀁏􀁎I:'W\Yt1NCO 19 -2-t of101 􀁾􀀰􀀵􀁥􀁐􀁾cownat11ON WA\WIkA5 2!1-'8 of101 l'I?a'05eP taW. 􀁾􀀱􀀱􀁏􀁎1:'W\Yt1Na5. 􀁾 -106 oflO1 􀁾􀁏􀁓􀁗􀁾 CON511a.r11ON
WAYvtJa 101 of101 LOOP "l, 􀀭􀁾􀁾 --".......􀁾􀁭􀁪􀁊􀀧􀀭􀁭􀁴! DATE:20 MAY 97 FILE NAME: DNLCV201 PHASE 2 I PLANO [ I! 1 -CONSTRUCTION ISSUE 􀁄􀁁􀁌􀁌􀁁􀁓􀁾􀁃􀁏􀁌􀁌􀁉􀁎 COUNTIES FARMERS
BRANCH CITY LIMITS ADDISON CITY LIMITS DALLAS CITY LIMITS -DALLAS NORTH PARTPROJECT # DFW070 OVERALL ROUTE LOCATION MAP IRVING 3 FARMERS BRANCH I CITY UMITS .2 PROPRIETARY INfDIIllA1MlN
NOT FOB DIICI.ll8URE This set of plo.ns conto.lns confldentlOl or proprleto.ry Infor!'lo.tlOn, o.ncl the recipient !'lust not disclose. copy. re-creo.w. or distribute the plans or the
inforMtlOn contained therein, either directly or Indirectly. to other entltl9S or IncllVlduo.ls Without written or express per""sslon frOl'l Metro Access Networks. Inc. "'1I'-1\...;
--------,ItM 􀁾 ----􀁾􀁲􀁥􀁎􀁲􀀵 Gf CI1YI.IMlf5 ----􀁣􀁡􀁍􀁖􀁌􀀮􀁾 11 METRO AcCEss NETWORKS, INC. '1I ''''j .J ,..,J11j
PROPRIETARY NlIIIMATIlIIIIl1' FlII􀁾 Th;s S..t of pions contolls conFldornt;o1 Of" propr"lortory 􀁉􀁮􀁆􀁄􀁦􀀢􀁦􀁴􀁏􀁴􀁾 ond th.. rorclplorllt flust not dlsclo.... coP)'. r ..-crorot...
Of" llIIs1:rlllut.. th.. pI_ Df" thor ;nFDf"fIOt_ canto...... thorr.."\, or;'thorr ....ctly Of" ;ncIirorctly. to othorr orntlt_ Df" ;ndIVIduols without wrlt'torn Of" "llpr..SS porr..._
FrDfl Mortro Accorss HortwDf"ks. Inc. E OF 107 DWG. NO. WI lID. II(VINCi ' ti􀀬􀁁􀁌􀀮􀁾􀁁􀀵 NOR1lt 􀁾􀁏􀁏􀁐 DATE: pmI, rttA?e 2 20 MAY 97 . FILE NAWE: CONSTRUCTION ISSUE DNLCV20E ADDISON
CITY LIMITS DALLAS COUNTY 8,702' 8,702' 3 FARMERS BRANCH iii CITY UMITS 􀁾 IRVING -DALLAS NORTH LOOP PART 1 -PHASE 2 ADDISON CITY LIMITS DALLAS COUNTY SHEATH LENGTH 7,750' 7,750' GROUND
LENGTH llaW --------􀁾􀀰􀀵􀁗􀀯􀁬􀁍􀀬􀁦􀁬􀁡􀁴􀀱􀁙 ----􀁾􀀰􀀵􀁗􀁾􀁦􀁬􀁃􀁌􀁬􀁦􀁙 ----elCreNI'5OF CtlYI..IM1f5 -. --caNfYL.t.f 􀁾METRo AcCEss NETWORKS, INc. 􀁾11 i i<lJ ! ..W. I a":": 􀁾III
J I ]1IJ JJ􀁾11 􀀮􀁾􀀱􀁉 '1), 􀁾 􀀮􀁾 , 1I1 -jJ11 JI
4A OF 107 DWO, NO, 􀀵􀀬􀁁􀁦􀁾􀀱􀁙 flt<5f! 1r<VINU 􀀭􀁬􀀯􀀬􀁁􀁌􀀮􀁾􀁁􀀵 NORfH 􀁾􀁏􀁏􀁐 􀁐􀁾􀁉􀀭􀁐􀁈􀁁􀁳􀁥􀀲 FILE NAME: DNL82146 OATE:2 MAY 97 FORT WORTH -DALLAS ALTERNATE ACCESS TELECOMMUNICATIONS
SYSTE CONSTRUCTION ISSUE DALLAS COUNTY FARMERS BRANCH & ADDISON CITY LIMITS J H/\'5fY 􀁦􀀻􀁴􀁖􀁦􀀻􀁒􀁐􀁜􀂣􀁾􀁩􀀺􀀵 􀀱􀁴􀁊􀀵􀁦􀁾 REEL IDNL06-48 l REEL TUDNL04-12 WITH 10GAUGE LOCATE WIRE
1HaJVICANfIV411-m 1'lt1 0'"000 .. , ... 􀀴􀁾􀁾 , 1------0+000 HH IDNL-11 -0+471 HH IDNL-12 -471' ---------SPUCE HH IDNL-11-----------70+00<3 RlstR PClE -70+4-:55 HH iDNl-·11 -4-35'--------1
1--------------------------100' SlACK COIL ., ,,' lbO' SLACK COil--------------------------------l REEL IDNLOtl-48 0+000 SPUCE HH IDNL-11 -33+583 SPUCE 0 RISER POLE ., 􀁾􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀁒􀁅􀁅􀁌IDN
L04-48 􀁾􀁉􀁈􀀴􀁮 SPliCE HH lDNL-lO 􀁾 70... 􀀴􀁾􀀺􀀺􀀻 SPLiCE f1H 􀀺􀀨􀁭􀁴􀀮􀁾􀁬􀁬􀀭􀀭􀁉 GROUND LENGTH 33,563' SHEATH LENGTH 88,848' GROljMli l£NGTH :'I},Sl>?YSHEATH I.£NGTH S6,a26'
1-------------------......;.------100· SlACK COIL-.t_. .....􀁾..􀀭􀁬􀁏􀁏􀂷 SLACKCOlL,-------------------------------! REEL TUDNL04-12 0+000 SPUCE HH IDNL-lI -33+30B SPUCE 0 RISER POLE------_..-..OI!i
$l;;---------REEL TUDNL08-12 JiilHTJ: SPlitt HH It>NL-lO -7G+415 Sc'UCE HH ;DNl.-1i----[ GROUND LENGTH 33,30B' SHEATH LENGTH 88,8t18' ;"RDlli'W LE:NGl"H 􀁊􀁉􀁾􀀬􀁦􀁈􀀻􀀳􀀧 SHEATH !.EN{:iT"H
36,8Z5' TYPICAL FACILITY DETAIL 􀁾􀁔􀁕􀁄􀁎􀁌􀀰􀀴􀀭􀀱􀀲 10 GAUGE IDNLOtl-48 LOCATE WIRE 3-1 Y4"HDPE DUCTS 0+000 -3+455 '$= CD I 􀁾􀁝 j0] ·".1 .' 􀁾􀀱 J]J1] "1 ]·.·.··'····1 --":.J. .
. 'J•.• ... .J 'J 􀀧􀀭􀁾 J
48 OF 107 SEE IRVING -DALLAS NORTH LOOP PART 1 -PHASE 1 DRAWING 148 OF 162 FOR CONTINUATION (REELS IDNL04-48 & TUDNL03-12) DATE:2 MAY 97 FORT WORTH -DALLAS ALTERNATE ACCESS TELECOMMUNICATIONS
SYSTEM ALE NAME: DWG. NO. DNLBB146 IIeVINU -l?X,L.A5 NORfH L.OOP P,ARf I -PHASe 2 CONSTRUCTION ISSUE DALLAS COUNTY FARMERS BRANCH & ADDISON CITY LIMITS , j•co 􀁥􀁘􀁬􀀹􀀱􀀱􀁎􀁃􀀴􀁾 IDNL-11
"'111421114811 O.... CXX> ADDISON CITY LIMITS REEL IDNL06-48 0+012 -7+762 GROUND LENGTH 7,750' SHEATH LENGTH 8,702' .... U) o+o 􀁾co o+o -ct. --------.---oCIl o+o U'. 􀁾􀁾􀁉􀁫􀀮􀀺􀀺􀀽􀀽􀀽􀀽􀀽􀁾
􀁾􀀱􀁲􀀽􀀽􀁾􀁾􀁃􀁾􀁕􀁾􀁒􀁂􀁢􀀽􀀽􀀽􀀽􀀽􀀽􀁾 􀁾􀁾􀁾􀁾􀁾􀀱􀀱􀀭􀀭􀀭􀀭􀁉􀀭􀀭􀀳􀁟􀀧 ---ct.---1N5f1U. REEL IDNL05-48 & REEL TUDNL04-12 WITH 10GAUGE LOCATE WIRE \ l1«U VIONf I􀁖􀁾 1I'm t:1l.tf
a....000 ' , .... 4!1!1 1------0+000 HH IDNL-11 -0+47' HH IDNL-12 -471' ----------SPUCE HH IDNL-11-----------Hl+OOO RiSER pon -/'0+4'5$ HH lONL--,l -435"--------1 1--------------------------'00'
SLACK COIL .. 􀁾 100' SLACK COlL------------------------------! REEL REEL IDNLO&-48 0+000 SPUCE HH IDNL-11 -33+583 SPUCE 0 RISER POLE------.......􀀭.. 􀀢􀀢􀀢􀀮􀀱􀁬􀀡􀁩􀁾􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀁒􀁅􀁅􀁌
IDNL04-48 35+472 SPUCt: HH !fJNl-IO --70+4355PUCE HH ;\)Nt,-,, ----4 GROUND LENGTH 33,563' SHEATH LENGTH 38,848' CROUND LtNGTH J},Si53' SHEA.ili UJ.NGTH 36,820' 1--------------------------100'
SLACK COIL .. ;:.; 100' St.,4CK COl!..:,....------------------,....------------! REEL TUDNL04-12 0+000 SPUCE HH IDNL-11 -33+308 SPUCE 0 RISER POLE------_..􀀭􀀢􀀧􀀱􀁬􀁾􀁦􀁬􀁟􀁟􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀁒􀁅􀁅􀁌
TUDNL03-123i:lHP'l spuct HH iONL-iCt -70+4:\.5 SPUCE Hi-! :DiiL-11---l GROUND LENGTH 33.308' SHEATH LENGTH 88,888' 􀁾􀁒􀁏􀁬􀀡􀀧􀀭􀁩􀁏 U::NCTH 􀁊􀁾􀀬􀁓􀁩􀀾􀀺􀀻􀀻􀀧 SHEATH tJi1NGThf 36,825'
TYPICAL FACILITY DETAIL . 􀁾􀁔􀁕􀁄􀁎􀁌􀀰􀀴􀀭􀀱􀀲 10 GAUGE IDNL08-48 LOCATE WIRE 3-1}4"HDPE DUCTS 0+000 -3+455 􀁾 m I
1-------------------0+000 HH loNL-11 -0+471 HH IDNL-12 -471'---------------------., 1---------------REEL TUDNL04-12 0+000 SPUCE HH IDNL-11 -33+583 SPUCE 0 RISER POLE--------------__
GROUND LENGTH 33,308' SHEATH LENGTH 38,868' rff' CURB ........ ....... ........ ....... ......... ........ ........ ............ .. .. 􀀭􀀭􀀽􀀽􀀽􀀽􀀽􀀽􀀽􀁉􀁉􀁾 iT ..r CURB 􀁾 ........................
..................= 􀁾􀁾􀁾§􀁾 1N5f1L.L. REEL IDNL05-48 & REEL ·rUDNL04-12 WIT1i 10 GAUGE LOCATE WIRE 1HaJVKmrI􀁖􀁾􀁉 HII'e I'Lk:f 0+000 ' 􀁾􀀫 􀁾􀀡􀀱􀀡􀀱 INWOOD RD. (CONCRETE) 1---------------REEL
IDNL06-48 0+000 SPUCE HH IDNL-11 -33+583 SPUCE 0 RISER POLE----------------1 GROUND LENGTH 33,563' SHEATH LENGTH 38,848' r6" CURB rJml1Qto.W. 􀁾 􀁾􀁉 􀁾􀀢 HII'e I'Lk:f -􀁾􀀱􀁉􀀱 1--0+000
' 􀁏􀀫􀁾􀀱􀀱 \$.) 􀁾 􀁾 􀁾􀀭􀀭 ------------------􀁾􀁾􀁾::z 􀁾􀀱􀀱􀀭􀀭􀀭􀀭􀁾􀀾􀀺􀀺􀀮􀀮􀀮􀀮􀀭􀀮􀀮􀀮􀀮􀀮􀀮􀀮􀀬􀀭􀁲􀀡􀀧􀁗􀀭􀀭 􀁾􀁉 b======='=======:b==f=':'::=====:=::=======::::::""" 􀁾􀁉􀁾􀁾􀀢􀀧􀁾􀁾􀁾�
�􀁓􀀽 3' 1I J111JI ..J TYPICAL FACILITY DETAIL 5 OF 107 DWG, NO, 􀀵􀁦􀁦􀁾􀀱􀁙 flR5f! II<\IINCA 􀀢􀀧􀀱􀁉􀀬􀁁􀁌􀀮􀁾􀁁􀀵 NORfH 􀁾􀁏􀁏􀁐 􀁰􀁭􀁬􀀢􀀧􀁾􀀲 FILE NoUlE: DNLB1147 DATE:2 MAY 97
FORT WORTH -DALLAS ALTERNATE ACCESS TELECOMMUNICATIONS SYSTEM CONSTRUCTION ISSUE DALLAS COUNTY ADDISON CITY LIMITS PROPRIETARY &\TUDNL04-12 10 GAUGE IDNL06-48 LOCATE WIRE 3-1 Y4"HDPE
DUCTS 􀁾􀁏􀁃􀁁􀁲􀁥 􀀬􀁁􀁊􀀬􀁾 􀁕􀁬􀀱􀁾􀀱􀀱􀀱􀁾􀀵 PRIOR fO CON5fRUC110N! 􀁄􀁬􀁡􀁲􀁥􀀵􀀵􀁉􀀭􀀸􀀰􀀰􀀭􀁾􀀴􀀴􀀭􀁗􀀱􀀱 􀁐􀁾􀁁􀁎 􀀧􀁾􀀢􀀮􀀧􀀮 , ;, \ I • METRO AcCESS NETWORKS, INC. '1 --r JJ
. ]
6 OF 107 OWG. NO. 􀀵􀀬􀁁􀁦􀁾􀁦􀁙 FIR5f! TYPICAL FACII_ITY DETAIL 􀁾􀁔􀁕􀁄􀁎􀁌􀀰􀀴􀀭􀀱􀀲 10 GAUGE IDNL06-48 LOCATE WIRE 1-'" BSP E/W 3-1 y,"HDPE DUCTS 1N5f1U. REEL IDNL06-48& REEL TUDNL04-12 WITH 10GAUGE LOCATE WIRE 1HaJ VKJNf IV4' HIFe 􀁾􀁦 0+-()(X) , 􀁾􀀭􀁴􀀭 􀁾􀁾􀁾 Il(v'lNu .. t/PJ..\..A5 NORfH \..Oa' pmI .. P1-iASf 2 RLE NAME: DNLB1148 DATE:2 MAY 97
CONSTRUCTION ISSUE DALLAS COUNTY 1"-20' ADDISON CITY LIMITS r , , ( r--r----l 􀁾 I'-.. 􀁾􀀯 ........ a: AN HH I\-.. 8,J • .. 􀁦􀀭􀁾􀀧 1 1-1-21'-H ) (J I (J ) 􀁯􀁾 0 CD'io CD 􀁾 l t I
I 􀁾 0N10 +0 􀁌􀁾􀀷 􀁾 .a....:... I 60' L 100' RIGHT-OF-WAY 􀁾 ATER VALVE WS y 􀁾􀁗 􀁾 􀁌􀀮􀁾􀀧􀁎􀁇􀁩􀀷 􀁾 0 􀁾 􀁾 a: 0-1 􀁾 Oti 􀁾 .. 􀁉􀁾 S' Oa: /I I; -I--􀁏􀁾 C ] 􀀺􀀺􀁾 9.5' -I--z
-I 􀁐􀁉􀁾􀀱􀀱􀁾􀁾 R POLE 􀀪􀁾 􀁾 􀁉􀀬􀁾􀁉􀁉 􀁾􀁥􀀯􀁷 \, 􀁾􀀢V411 HIPe 􀁾􀁦 _1!J1 C O-t-􀁾􀁾􀁂 ' O-t-􀀶􀁾􀀱 .-/ll \ 􀁴􀀷􀁊􀀺􀁥􀁃􀁬􀁾􀁾 IJ 􀁾􀀸􀀢􀁗􀀮 : 􀁾􀀧􀁉 􀁾􀁉􀁉 HIPe 􀁾􀁦 -87' O-t-􀁾􀀱􀀱
' O-t-􀁾􀁾􀁂 rr-t'-i L 􀁾􀁗 .. 􀁾􀁎􀁇􀁩􀀷 1 ------LDS􀁾 •.. 􀁾.. 􀁾 a: a: a: 􀁾 a: a: a:: ........ a:: ...I ...I ...I a: 􀁾 ........ ....... ........ (J (J (J I CJ) 10 0 ro-en -t\ 􀁾􀀡
10 10 co t I I + + + QQ. I 0 0 0 DC DC 􀁾 􀁾 􀁾 \ I MArCH \..INf 􀁳􀁥􀁾 t?RAWINu !7 􀁾􀁏􀁃􀁁􀁲􀁥􀀬􀁁􀁊􀀮􀀮􀁾 􀁕􀀱􀀱􀁾􀁬􀁬􀀱􀁥􀀵 PRIOR fO CON5fROC110Nl PROPRIETARY DIU1e55 􀀱􀀢􀀧􀀸􀀰􀀰􀀢􀀧􀁾􀀴􀀧􀀴􀀧􀀧
􀀧􀀧􀁾􀀱􀀱 􀁐􀁾􀁁􀁎 1-----0+000 HH IDNL-ll -0+471 HH IDNL-12 -471' HH IDNL-12 0+471 HH IDNL-12 -0+712 HH IDNL-U -241'-----1 ---------------------100' SLACK COIL-----------------------------------REEL
IDNL06-48 0+000 SPUCE HH IDNL-l1 -33+583 SPUCE 0 RISER POLE-------------___ GROUND LENGTH 33,563' 8HEATH LENGTH 38,848' ----------------------100' SLACK COIL-----------------------------------REEL
TUDNL04-12 0+000 SPUCE HH IDNL-11 -33+583 SPUCE 0 RISER POLE--------------GROUND LENGTH 33 308' 8HEATH LENGTH 38 868' 0+397 BO 0+408 PW 0+449 W 0+430 BO 0+471 tot TYPICAL FACILITY DETAIL
􀁾􀁔􀁕􀁄􀁎􀁌􀀰􀀴􀀭􀀱􀀲 10 GAUGE IDNL06-48 LOCATE WIRE 0+326 B 3-1 􀁾􀀢􀁈􀁄􀁐􀁅 DUCTS 0+319 B METRO Access NETWORKS, INC. 􀁾11 I..w j 􀁾 II: -;: CD ] I 1]I JI 􀁾􀁊I 􀀭􀁾t. . 􀀺􀀮􀁾 ""]
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N 7 Of 107 DWG. NO. 􀀵􀀬􀁁􀁦􀁾􀁦􀁙 flR5f! II<v'INCi --1IfL.L.A5 NORtH L.OOP pml --PHAse 2 TYPICAL FACILITY DETAIL CURB 6' 􀁾 􀁾􀁔􀁕􀁄􀁎􀁌􀀰􀀴􀀭􀀱􀀲 10 GAUGE IDNLO&-48 LOCATE WIRE 3-1
Y4"HDPE DUCTS w ", .... ...... . ••••••••••••••• '0' ••••••••••••••••••••••••••••••••• , ••••••••••••••. RLE NAIolE: DNLB1149 DATE:2 MAY 97 FORT WORTH -DALLAS ALTERNATE ACCESS TELECOMMUNICATIONS
SYSTEM -co :o .... 􀁌􀀮􀁾􀁾􀁄􀁍􀁁􀁒􀁋 􀁾 (CO;"CRi"iij ,,,,,., . J:::;-4' CONC. S/W rJm:'fIONn.􀁾 􀁾􀀮􀀮􀁊 V-tII HIF'e JIOCf 0"'112' 􀀱􀀢􀀧􀁾􀀶􀀷 􀁑􀁊􀁦􀀦􀁾􀀵􀁦􀁡􀁦 10' 􀁲􀁁􀁾􀀧 cotm1'e5/W
􀀭􀁾 5Q.Ff. CONSTRUCTION ISSUE DALLAS COUNTY ADDISON CITY LIMITS 4' CONC. S/W 􀁐􀁉􀁾􀁣􀁮􀁾􀁾 􀁾􀀱 􀀢􀁾 JIOCf -81 1 0'" 􀀶􀁾􀀱 ' 0"'112 \'£ 1---------0+471 HH IDNL-12 -0+712 HH IDNL-13
-241'-----HH IDNL-13 ------0+712 HH IDNL-13 -1+465 HH IDNL-14 -7&3'----------1 1---------------------------100' SLACK COIL------------------------------j 1-------------------REEL IDNL06-48
0+000 SPUCE HH IDNL-11 -33+563 SPUCE 0 RISER POLE------------------___ L....--GRO_U_U_N_D_LE_N_GT_H_33...:....563· 8HEATH LENGTH 38,848' I . 100' SLACK COIL------------------------------1
1------------------REEL TUDNL04-12 0+000 SPUCE HH IDNL-11 -33+563 SPUCE 0 RISER POLE--------------------1 GROUND LENGTH 33,308' SHEATH LENGTH 38,8&8' 􀁾􀁾􀀬 􀁾􀀢􀁾􀀮􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀮􀀮􀀮􀀮􀀮􀀬
:1''). a1C 1N5f1U, REEL IDNL05-48 & REEL TUDNL04-12 WITH 10 GAUGE LOCATE WIRE 1HaIVN:MI􀁾􀀴􀀱 IfII'Je JIOCf 0'" CX)() , 􀁾... 􀁾􀁾􀁾 1-4" BSP E/W 3-1 􀁾􀂷􀁈􀁄􀁐􀁅 DUCTS 1 '. i _ J JI
􀁾 ] 􀀧􀁾􀀱1
8 OF 107 DWG. NO.N 􀀵􀀬􀁁􀁦􀁾􀁦􀁙 flR5f! TYPICAL FACILITY DETAIL 􀁾􀁔􀁕􀁄􀁎􀁌􀀰􀀴􀀭􀀱􀀲 10 GAUGE IDNLO&-48 LOCATE WIRE 3-1 Y4-HDPE DUCTS 1t<VINCi -tI􀁐􀁌􀀮􀁾􀁁􀀵 NORfH 􀁾􀁏􀁏􀁐 p,ARt'
I -PHA5e 2 OATE:2 MAY 97 FILE NAt.tE: DNLB1150 FORT WORTH -DALLAS ALTERNATE ACCESS TELECOMMUNICATIONS SYSTEM 􀁴􀀱􀀱􀁲􀁡􀀺􀁣􀁮􀁾􀁾 􀁾􀀱 􀁾 I Ht?Pe II'OCf 􀀭􀀱􀀡􀀱􀁾􀀱 1---O.f1l2 -1-r46!1
.. .. , .. , .. .. , , .. .. , , , .... .... ..... CONSTRUCTION ISSUE DALLAS COUNTY ADDISON CITY LIMITS ..... .....1N5f1U. REEL IDNL05-48 & REEL TUDNL04-12 WITH 10 GAUGE LOCATE WIRE
1IfdJVK,}Nf 􀀱􀀱􀁦􀁾I I'm II'OCf 0'"000 -􀁾... 4!1!1 ...... V-12.-W ziii 􀁾􀁾􀁾(,) o(J) (J) +o ... .... (J) +o ........ .......... (,) om oco (J) +o t'G gm.... II) (J) +o .. CURB f------------------R
EEL TUDNL04-12 0+000 SPUCE HH IDNL-11 -33+583 SPUCE 0 RISER POLE----,.....-----...----------I GROUND LENGTH 33,308' SHEATH LENGTH 38,8&8' f----------------------0+712 HH IDNL-13 -􀀱􀀫􀁾􀀸􀀵
HH 􀁉􀁄􀁎􀁌􀀭􀀱􀁾􀀭 753'----------------------l 1------------------REEL IDNLO&-48 48 0+000 SPUCE HH IDNL-11 -33+583 SPUCE 0 RISER POLE 􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀁾 GROUND LENGTH 33,583'
SHEATH LENGTH 38,848' 􀁾􀁾3 :s: CURB > 7' .. , . 􀁾 6' 8' I . . . 􀁾 􀁾 􀁾 􀁾􀁾􀁾􀀿􀁾􀀺􀁴􀁾􀂷􀂷􀂷􀂷􀂷􀂷􀂷􀂷􀂷􀂷􀂷􀂷􀂷􀂷􀂷􀀦􀂷􀂷􀁾􀂷􀂷􀂷􀁉􀂷􀁉􀁉􀁾􀁾􀁾 I -1 􀁾11 i..w 1 a!i:! 􀁾GI ] I
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......................... 􀁾􀁉 CONC;5/7' 􀁾 .... ...... 􀁾 .... .... ..... lN5f,AU. REEL IDNL05-48 & REEL TUDNL04-12 WJTH10 GAUGE LOCATE WIRE 1HaJ V10Nf 􀀱􀀱􀁦􀁾􀀧 1mflU::f g O.... 􀁏􀁏􀁏􀀧􀁾
.... 􀁾􀁾􀁾 CD at 􀁾+.-t> oCD II) oN+.-.--at +-1'IifC'fI()WL.􀁾 􀁾􀀧􀁉􀁖􀀭􀁴􀀢 1mDlX:f 0....112,1.... 46!1 􀀷􀀱􀁾􀀵 . ............. . . .... ..... 1------------------REEL IDNL06-48 0+000
SPUCE HH IDNL-11 -33+583 SPUCE 0 RISER POLE----------------I GROUND LENGTH 33.563' 8HEATH LENGTH 38,848' 1----------------------0+712 HH IDNL-13 -1+485 HH IDNL-14 -783'---------------------1
1------------------REEL TUDNL04-12 0+000 SPUCE HH IDNL-11 -33+563 SPUCE 0 RISER 􀁐􀁏􀁌􀁅􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀁾 GROUND LENGTH 33,308' SHEATH LENGTH 38,888' ..... ua; rI I..w ]
􀁾 c:: >III I I 11j .1i >.-J>􀁾 J􀁾􀀭􀀱 FORT WORTH -DALLAS ALTERNATE ACCESS TELECOMMUNICATIONS SYSTEM 9 OF 107 DWG. NO. o IRVINCA ' 􀀱􀁉􀁐􀁊􀀮􀀮􀁾􀁁􀀵 NOIefH 􀁾􀁏􀁏􀁐 􀁰􀁭􀁬􀀧􀁾􀀲 􀀵􀀬􀁁􀁦􀁾􀀱􀁙
flR5f! DATE:2 MAY 97 FILE NAWE: DNLB1151 TYPICAL FACILITY DETAIL CONSTRUCTION ISSUE DALLAS COUNTY ADDISON CITY LIMITS &\TUDNL04-12 10 GAUGE IDNL08-48 LOCATE WIRE 3-1 Y4"HDPE DUCTS 6"
CURB )I j11
TYPICAL FACILITY DETAIL 􀀵􀀬􀁁􀁦􀁾􀀱􀁙 flR5f! 􀁾􀁔􀁕􀁄􀁎􀁌􀀰􀀴􀀭􀀱􀀲 10 GAUGE IDNL08-48 􀁌􀁏􀁃􀁾􀁔􀁅 WIRE 3-1 􀁾􀀭􀁈􀁄􀁐􀁅 DUCTS 􀁉􀀿􀁉􀁾􀁃􀁉􀀱􀁾􀁾 ,-I 􀁖􀁾II HII'e 1111:1" I'" 􀁾􀀶􀀡􀀱
... 2'" 02!1 o rJlrfCI10WL 􀁾 􀀧􀁾􀁉 􀁾II HIPe 1111:1" 0"'112 􀀢􀀧􀀱􀀢􀀧􀁾􀀶􀀡􀀱 o 􀁬􀁁􀁎􀁄􀁍􀀮􀁾􀁾􀁾 . .........' (CONCRETE) o 0+712 HH IDNL-13 -1+-«15 HH IDNL-14-783' HH IDNL-14 1+485
HH IDNL-14 -2+025 HH IDNL-15 -880'-------; ------------------------100' SLACK CDIL------------------------REEL IDNL08-48 0+000 SPUCE HH IDNL-11 -33+583 SPUCE 0 RISER POLE---------------GROUND
LENGTH 33,563' SHEATH LENGTH 38,848' ------------------------100' SLACK COIL--------------------------1 ---------------REEL TUDNL04-12 0+000 SPUCE HH IDNL-11 -33+563 SPUCE 0 RISER POLE---------------
--1 GROUND LENGTH 33,308' SHEATH LENGTH 38,888' 1N5f1U. REEL IDNL05-48 & REEL TUDNL04-12 WITH 10GAUGE LOCATE WIRE 1KdJ V!ONfIV4' H?Pe 1111:1" 0'"000 ... , ... 􀁾􀀡􀀱􀀡􀀱 lII -.11]1J
. )I .J FORT WORTH -DALLAS ALTERNATE ACCESS TELECOMMUNICATIONS SYSTEM CONSTRUCTION ISSUE DALLAS COUNTY ADDISON CITY LIMITS FILE NAIotE: DNLB1152 􀁄􀁾􀁔􀁅􀀺2 MAY 97 􀀱􀁾􀁉􀁎􀁬􀁁 -l/,AJ..I,A5
􀁎􀁾 L.OOP PMI-PHAse2 DWG. NO. 10 OF 107
11 OF 107 DWG. NO. 5,Aferv f11<5f! • JiW Z TYPICAL FACILITY DETAIL 􀁾􀁔􀁕􀁄􀁎􀁌􀀰􀀴􀀭􀀱􀀲 10 GAUGE IDNL08-48 LOCATE WIRE 3-1 􀁾􀂷􀁈􀁄􀁐􀁅 DUCTS 􀁉􀁾􀁉􀁎􀁕 􀀭􀀭􀀱􀁉􀁦􀁊􀀮􀀮􀁾􀁁􀀵 Norroi
􀁾􀁏􀁏􀁐 pmI --PHAse 2 '" ". .... FILE NMilE: DNLB1153 DATE:2 MAY 97 FORT WORTH -DALLAS ALTERNATE ACCESS TELECOMMUNICATIONS SYSTEM . '. 1N5f,AU.. REEL IDNL06-48 & REEL TUDNL04-12 WITH
10GAUGE LOCATE WIRE 1HaI VKAJf 􀀱􀀱􀁦􀁾􀀱 􀁾 􀁾􀁦 0 ....000 .. 􀁾􀀢􀀢􀁾􀀡􀀱􀀡􀀱􀀭􀀭 􀁾􀀮􀀴􀀡􀀱􀀡􀀱􀀱 CONSTRUCTION ISSUE DALLAS COUNTY ADDISON CITY LIMITS o CURB 􀁴􀀱􀁥􀁣􀁾􀁾 ----I 􀁾􀀭􀀱
􀁾􀀢 􀁾 􀁾􀁦 --!160'J---1.... 􀁾􀀡􀀱 .. 2.... 02!1 o II: .I..J. ... I.J :J: 2 :J: t7Ila:C11ON eN C> 2 II: :J 􀁥􀁎􀁴􀀺􀀺􀁩􀁉􀁾􀁉􀁡􀁎􀁴􀀺􀀺􀁩 CO CJ CJ 􀁾 CJ Iii e􀁾n 0 0 􀁾 51 􀁾 CO CO
# 14BOI CO ... N CD ..... N It) Q» ... It) It) CD CD CD 􀁌􀀮􀁎􀀭􀁄􀁾 .+.. .+.. .+.. ".+.. "+ "+ 7' ...................................................... ············ Q.UORUM RD 􀁾 ·(cOHeRE"it)····
..···· ..... .... 1--------------------REEL IDNL08-48 0+000 SPUCE HH IDNL-ll -33+583 SPUCE 0 RISER POLE--------------------l GROUND LENGTH 33,563' SHEATH LENGTH 38,848' 1------------------------1+485
HH IDNL-14 -2+025 HH IDNL-I5" 880'----------------------1 1-------------------REEL TUDNL04-12 0+000 SPUCE HH IDNL-ll -33+583 SPUCE 0 RISER POLE-----------------1 GROUND LENGTH 33,308'
8HEATH LENGTH 38,888' j 􀁾gf I..w ] !i! c: 􀁾III -J I 'I1J I _JI .JI :.J c 􀁾􀁾.\i ----1jJ1 'j] .JJ11i
l&J Q.. 􀁾:g Z :J: :52 o ID 􀁾 Z 􀁾 VIl&J VI 0." N en en 0 en en 0 + + +N C . . .............................................. 􀁾l&J W:2 􀁾l&J 0 􀁾 0ID 􀁾 II) N co .... en en -+ .+..
􀀵􀀬􀁁􀁦􀁾􀀱􀁙 FIR5f! z􀁾ID :J: 􀁾􀁏 <0 OlD aDen tt)tt) en en + + I---.+---R/W'--ff----i---..:..::::.::..... TYPICAL FACILITY DETAIL 􀁾􀁔􀁕􀁄􀁎􀁌􀀰􀀴􀀭􀀱􀀲 10 GAUGE IDNL05-48 LOCATE
WIRE 3-1 􀁾􀀢􀁈􀁄􀁐􀁅 DUCTS :2 0 0 Z ::;) 0 0 iii C) ID ID <ID W N aD en ... :J: l&J aD en 0 􀁾 + + 􀁾 VI ... .. 0 '.b. .... N 0 en + aD ... aD +.. ,,;>;. 􀁾 -...: '" " ..... w 9.5'
􀁐􀁉􀁉􀁩􀁦􀁃􀁾􀁾 􀁾􀁾􀁉 􀁾II HIr'e IIOCf 􀀱􀀢􀀧􀁾􀀶􀁾 􀀢􀀲􀀢􀀧􀀰􀀲􀁾 5' CONC S/W 6" CU 7' ---j;,...----R/W-----.,1It-HDPI! DUOT CURB oo ID N􀁾+.. 􀁾 . 1N5f1L.\, REEL IDNL06-48 & 􀁾 REEL
TUDNL04-12 WITH 10GAUGE LOCATE WIRE 1HaJ VIONfIV"fl HIr'e IIOCf O"'OOO .. 􀁾...􀁾􀁾􀁾 .. , 􀁑􀀮􀀮􀁬􀀩􀁑􀁾􀀮􀁬􀀩􀁍 ..RO . (CONCRETE) t----------------------REEL IDNL05-48 D+ooo SPUCE
HH IDNL-11 -33+583 SPUCE 0 RISER POLE----------------------1 GROUND LENGTH 33,563' SHEATH LENGTH 38,848' t-----------------------------,-1+465 HH IDNL-14 -2+D25 HH IDNL-15 -580'----------------------
---1 t----------------------REEL TUDNL04-12 0+000 SPUCE HH IDNL-11 -33+583 SPUCE 0 RISER POLE---------------------1 GROUND LENGTH 33,3D8' SHEATH LENGTH 38,858' . 􀁾􀀧Ij 'j1 -]]J] ']J
FORT WORTH -DALLAS ALTERNATE ACCESS TELECOMMUNICATIONS SYSTEM CONSTRUCTION ISSUE DALLAS COUNTY ADDISON CITY LIMITS FILE NAWE: 'DNLB1154 DATE:2 MAY 97 IRVINU 􀀭􀀭􀀱􀁉􀀬􀁁􀁌􀀮􀁾􀁁􀀵 NORfH
􀁾􀁏􀁏􀁐 p,ARt' I --PHAse 2 DWG. NO. 12 OF 107
􀁓􀀬􀁁􀁦􀁾􀁦􀁙 fiRSf! ..... ..... .... TYPICAL FACILITY ....................................................................... DETAIL 9 ..... ...."f: , ,..... . . rJeCl1ON.J!. 􀁾 ',1
􀁾It1mI'lt;f 􀀲􀀢􀀧􀀰􀀲􀀡􀀱􀀢􀀧􀀲􀀢􀀧􀁾 􀁾􀁔􀁕􀁄􀁎􀁌􀀰􀀴􀀭􀀱􀀲 '0 GAUGE IDNL05-4S LOCATE WIRE 3-1 Y4"HDPE DUCTS INSf1U. REEL IDNL05-48 & REEL TUDNL04-12 WITH 10GAUGE LOCATE WIRE 􀁍􀁕􀁖􀁉􀁃􀁉􀀧􀁎􀁲􀁉�
�􀀴􀀱􀀱􀁭 I'I1:f 0'"000 ' , ... 􀁾􀀡􀀱􀀡􀀱 o 􀁐􀁌􀁊􀁡􀁾 v IDNL-15 􀁲􀁯􀁬􀁬􀁬􀁾􀀲􀀱􀀱􀀱􀁾􀀸􀀱􀀱 2... Q2!1 :J: :J: Z4( 􀁾11) S+ N ........................................'" QVQRVM..􀁾􀁰􀀮
(CONCRETE) 􀀧􀀫􀁾􀀶􀀵 HH 􀁉􀁄􀁎􀁌􀀭􀀧􀁾 -2+025 HH IDNL-'5 -580' HH IDNL-'5 2+025 HH IDNL-'5 -2+8'0 HH IDNL-'8 -585' ---------i '00' SLACK COIL------------------------1-------------------REEL
IDNL05-48 0+000 SPUCE HH IDNL-tt -33+583 SPUCE 0 RISER POLE----------------GROUND LENGTH 33,563' SHEATH LENGTH 38,948' 1---------------------------'00' SLACK COIL.-------------------------REEL
TUDNL04-12 0+000 SPUCE HH IDNL-tt -33+583 SPUCE 0 RISER POLE----------------GROUND LENGTH 33,308' SHEATH LENGTH 38,85S' 1j ·1I . iJ J ;'11 .. I J .J FORT WORTH -DALLAS ALTERNATE ACCESS
TELECOMMUNICATIONS SYSTEM CONSTRUCTION ISSUE DALLAS COUNTY ADDISON CITY LIMITS FILE NAt.tE: DNLB1155 DATE:2 MAY 97 􀁉􀁾􀁉􀁎􀁕 􀀭􀀭􀀱􀁉􀁾􀁾􀁁􀀵 NORfH 􀁾􀁏􀁏􀁐 pm1--PHA5e 2 DWG. NO. 13
OF 107
14 OF 107 DWG. NO. 􀁾􀀤􀁴􀀾 Z 􀀵􀁦􀁦􀁾􀀱􀁙 f11<5f! ., .. ., ,., .. , . ..... , IRVINCi -1/.AJ..L.A5 NORtH L.OOP PfRr I -PHN::e 2 FILE NAloIE: DNLB1156 DATE:2 MAY 97 FORT WORTH -DALLAS
ALTERNATE ACCESS TELECOMMUNICATIONS SYSTEM 9.S' CONSTRUCTION ISSUE DALLAS COUNTY ADDISON CITY LIMITS TYPICAL FACILITY DETAIL 􀁾􀁔􀁕􀁄􀁎􀁌􀀰􀀴􀀭􀀱􀀲 10 GAUGE IDNL06-48 LOCATE WIRE 3-1
'Y4-HDPE DUCTS 7' 10.5' 􀁾 ...... ...... . . 􀁑􀁕􀁏􀀮􀁾􀁕􀁍.. 􀁒􀀮􀁏􀁾 ··········· . (CONCRETE) 1-------------------------2+025 HH IDNL-15 -2+610 HH IDNL-16 -888'-------------------------1
1--------------------REEL TUDNL04-12 0+000 SPUCE HH IDNL-11 -33+563 SPUCE 0 RISER POLE--------------------1 GROUND LENGTH 33,308' SHEATH LENGTH 38,868' 1--------------------REEL IDNL06-48
0+000 SPUCE HH IDNL-11 -33+563 SPUCE 0 RISER POLE--------------------1 GROUND LENGTH 33,563' 8HEATH LENGTH 38,848' ] 􀁾ff . , I . ,j W .. J a!:i:! >-aI 1 I -1\ .J] , .J1 j;-􀁾'1:. 􀁾
􀀼􀀮􀁾 :-1􀁩􀁾 . 􀀭􀁾1 ]j JJJlJ
15 OF 107 DWG, NO, -l 1r<VINC4 ... 􀁴􀁬􀁊􀁌􀁾􀁁􀀵 NORfH 􀁾􀁏􀁏􀁐 PfRrl ... PHASf2 􀀵􀀬􀁁􀁦􀁾􀁦􀁙 flR5f! '-6" CURB DATE:2 MAY 97 RLE NAWE: DNLB1157 FORT WORTH -DALLAS ALTERNATE ACCESS
TELECOMMUNICATIONS SYSTEM 􀀢􀀱􀀱􀁾􀁣􀁮􀁾􀁾 􀁾􀁾􀁉 􀁾􀁉􀁉 􀁾 IIIl:f 􀀲􀀢􀀧􀀶􀀱􀀰􀁾􀁾􀀢􀀧􀀴􀀲􀀸 DALLAS COUNTY ADDISON CITY LIMITS CONSTRUCTION ISSUE (CONCRETE) TYPICAL FACILITY DETAIL
I-::E: ci 5::E: ::E: >-::E: ::E: ::J z I/) l&J (.) (.) I-C "" "" a::: 0 0 􀁉􀀯􀀩􀁾 􀁾 !!: r;: CD CD 1')0 &I) N .... C7l .... 0--.... C7l ... .... coco co co .... .... ++ + + + + NN N
N N N PVaIiANllW IDNL-16 􀁌􀁾􀀷 'C)"X421IX4811 P 2+610 /\ • 1N5f1U. REEL IDNL05-48 & REEL TUDNL04-12 WITH 10GAUGE LOCATE WIRE 1lfdIVKJNf IV41.mIIIl:f 0+000 􀁾 􀁾􀀫 􀀴􀁾􀁾 r-----------2+025
HH IDNL-15 -2+810 HH IDNL-18 -585' HH IDNL-18 2+810 HH IDNL-18 -3+428 HH IDNL-17 -818' ------------l f-----------------------------100' SLACK COIL----------------------------r-.---------------------R
EEL IDNL05-48 0+000 SPUCE HH IDNL-11 -33+583 SPUCE 0 RISER POLE--------------------GROUND LENGTH 33,563' SHEATH LENGTH 38,848' f-----------------------------100' SLACK COIL---------------------------
-f--------------------REEL TUDNL04-12 0+000 SPUCE HH IDNL-11 -33+583 SPUCE 0 RISER POLE-------------------GROUND LENGTH 33,308' SHEATH LENGTH 38,858' 􀁾 􀁾 􀁭􀁥􀁾&1N5f,bU. 􀁾 􀁾􀁉 􀁾􀀢
􀁾 IIIl:f 􀁾 􀁌􀀮􀀮􀀭􀀭􀁟􀀲􀀫􀁟􀀴􀀰􀁟􀁾􀁟􀀲􀁟􀀢􀀧􀁟􀀶􀀱􀁟􀀰􀀭􀀮􀀮􀁬􀀧􀀢 􀁾 􀁾 e:tE 􀁾 \ -.1 ==.r----. ",FS-􀁾􀁾􀀽􀀽􀀭􀀽􀁾􀀻􀀺􀀺􀀺􀀺􀁒􀀺􀀧􀀯􀁾􀁗􀁾􀁟􀁾􀁾􀁾􀁾􀁾􀁾􀁾􀁾􀁟􀁾􀁾.􀀮􀁾􀀭􀀭􀀭􀁬􀀮􀀮􀁾􀁾􀀺􀀺􀀺􀀭�
�􀀻􀀧􀀣􀁾􀁾􀀧􀀫􀀭􀁾􀁟􀁾􀁛􀁾􀀫􀀮􀀮􀀮􀁊􀁾􀁲􀁾􀁾􀁾􀁾􀁾􀁾􀁾􀁾􀁾􀁾􀀻􀀻􀁍􀁆􀁾􀁓􀁾􀀻􀀻􀁾􀀺􀀽􀀽􀀽􀀺􀀽􀁾􀀽􀀽􀀽􀀭􀀭􀀽􀀽􀁾􀁾􀁾􀀻􀁾􀁾􀀭􀀽􀁾􀁾􀀻􀁾􀁖􀁾􀁾􀀮􀀯􀀮􀁾􀀮􀁾􀀻􀀮􀁾􀁾􀀺􀀺􀀺􀀺􀀺􀀺􀀺􀀺􀀺􀁟􀀺􀁒􀀻􀁒􀀯􀁾􀁗􀀻􀀭􀀺
􀀭􀀺􀀺􀁾􀁾􀀮􀁌􀀮􀀺􀁓􀀻􀁾􀁜􀂷 􀁾􀁊 .. -t r-I!i'" (""Dr. -r------.. 􀀧􀁾􀀡􀀭􀀭􀀭􀀭􀁾􀀮􀁉􀀭􀀭􀀧 . . 􀁆􀁈􀀼􀀾􀀭􀀭􀁾 L_SWB-􀀮􀁵􀁾...oUOT -"-7' -1 '........... /-.1_ L l' 􀁾􀀱􀁣􀁡􀀮􀁴􀀺􀀵􀀯􀁗
.......... t". 􀁾 .... ................... 9' 7'....Jt l' . ............. . . o. . . ....................... aUORUu, RD .. ..................... .............................N...I.......•............
............... . . 0\ ;] 􀁾r1 1 I i ..W. ] a!i:! oj: m .. J I '·1] J J1j C-.J 􀀭􀁾􀁾 .J '1] .""1IJ J1 JJ]jJ
16 OF 107 DWG. NO. (,J oCD oS +II) 1t<VINC4 -II􀁐􀁌􀀮􀁾􀁁􀀵 NORfH 􀁾􀁏􀁏􀁐 PMI-PHA5f2 rft CURB + I 􀁾 􀁾 􀁾 19 􀁾 J 􀁾 RlWo=I MrS 􀁾 , , //-1 r /􀀭􀁾􀁗􀁂􀀭􀀭 § 6,J l' 􀁾 o ALE NAME:
DNLB1158 􀀵􀀬􀁁􀁦􀁾􀀱􀁙 flR5f! DATE:2 MAY 97 FORT WORTH -DALLAS ALTERNATE ACCESS TELECOMMUNICATIONS SYSTEM 4r CURB @I , ..we lN5f1U. REEL IDNL06-48 l REEL TUDNL04-12 WITH 10GAUGE LOCATE
WIRE 'THaI V}GNf IV41 IiIf'e !'OCf (}t-000 􀁾 , ... 􀁾􀀡􀀱􀀡􀀱 TYPICAL FACILITY DETAIL CONSTRUCTION ISSUE DALLAS COUNTY ADDISON CITY LIMITS 􀁾􀁔􀁕􀁄􀁎􀁌􀀰􀀴􀀭􀀱􀀲 10 GAUGE IDNLOS-48
LOCATE WIRE 3-1 Y4"HDPE DUCTS '!7' LUIIL 71 􀁾􀁾􀁾 ----I 􀀧􀀱􀁾􀀢􀁉􀁩􀀱􀁦􀀧􀁥􀀡􀀧􀁏􀁃􀁦-818'1--2'" 610 􀁾 , ... 􀁾􀀲􀁂 ------", ,_------------------t.tMFS----------------z􀁾 ::J: (,J
􀁾(,J o􀁾􀁌􀁾 􀁰􀁾􀁎􀁡􀀷 .... .........................................................................................................................................................................
....... ........... ........ ............. QUORUM RD. , , , , , , , , •• , , •, , " ., , , , , •.• , , , ••• , ••••.••• , ., , , , , , , •••• , •••••••••• ,. , , , , '('C'O"N'C''RET,
''E')" " , " , . -.....• ,...•.•...•.. " •.. ,.•.•.•.... ,..... , ,. , , , , , , , , •..... , ... , ,... ••••••••••••••••••••••••••••••••••••• • ••• 0 0 •••••••••••••••••••••••••• 1------------------
REEL TUDNL04-12 0+000 SPUCE HH IDNL-11 -33+583 SPUCE 0 RISER POLE-------------------l GROUND LENGTH 33,308' 8HEATH LENGTH 38,888' 􀀣􀀱􀁾􀀡􀀱 􀀱􀀨􀁦􀀵􀁬􀁬􀁬􀁥􀁾 1t-tJ 1----------------------2+810
HH IDNL-18 -3+428 HH IDNL-17 -818'-----------------------1 1------------------REEL IDNL08-48 0+000 SPUCE HH IDNL-11 -33+583 SPUCE 0 RISER POLE-------------------1 GROUND LENGTH 33,563'
8HEATH LENGTH 38,848' \t\ 􀁾 p 􀁾 19 6\ $ 0 􀁾 >-􀁾 c9:o I MFS R/W ' .. --\ '\. .;... 􀁾 I , I + 􀁾-􀁾 L B' L1, ...\ 􀁾 ·1! , J] J ]1 ,j -j "1 , j J]I
,I', 􀁾􀀢 {"-. i CURB o ..... . .... ..... 1N5fn.L. REEL IDNL06-48 & REEL TUDNL04-12 WITH 10GAUGE LOCATE WIRE :tHaJVKJM􀀱􀀱􀁪􀁾􀀱 HrIPl: 􀁾􀁦 0"'000 ... , ... 􀁾􀁾􀁾 . ........... .
.. ....... (CONCRETE) QUORUM RD. 6' TYPICAL FAOILITY DETAIL 􀁾􀁔􀁕􀁄􀁎􀁌􀀰􀀴􀀭􀀱􀀲 10 CAUGE IDNL05-48 LOCATE WIRE 3-1 􀁾􀀢􀁈􀁄􀁐􀁅 DUCTS . ........... ........ ........ ........... ......
􀁲􀀻􀁾􀁃􀁬􀁬􀁏􀁗􀁴􀁾 􀀧􀀭􀀭􀁉􀁾􀁉􀁉 HIPe t:U:f 2'" 610 ... , ... 􀁾􀀲􀁂 IL IL ::r I-0 0 􀁾 ::r l-I-e> en en 1ll)(J (J :::I .... (J (J (J en en 􀁾􀁯 0 Iii 0 0 0 ;:) ;:) 0 en Ill) !!:
Ill) Ill) Ill) Ill) Ill) Ill) Ill) mo en N 0 0 N m II) II) ...... .... 11) CD en 0 ... N .... II) CD I') .... 00 0 0 ... ... ... ... ... ... N N + + + + + + + + + + + + 1')1') I') I')
I') I') I') I') I') I') I') I') 􀀵􀀬􀁁􀁦􀁾􀀱􀁙 flR5f! ........ 1--------------------REEL TUDNL04-12 0+000 SPUCE HH IDNL-11 -33+563 SPUCE 0 RISER POLE -----------------1 GROUND LENGTH
33,308' SHEATH LENGTH 38,858' 1------------------------2+610 HH IDNL-16 -3+'-28 HH IDNL-17 -818' ----------------------1 1--------------------REEL IDNL05-48 0+000 SPUCE HH IDNL-11 -33+563
SPUCE 0 RISER POLE------------------I GROUND LENGTH 33,563' SHEATH LENGTH 38,848' JJ ,]1]] _ J ; 1I"f . 􀁾 METRO AcCESS NETWORKS, INC. 17 OF 107 DWG. NO. IRVINCi .. 􀁲􀀻􀀬􀁁􀁌􀀮􀁾􀁁􀀵
NOIefH 􀁾􀁏􀁏􀁐 PIWfI .. PHASe2 DATE:2 MAY 97 FORT WORTH -DALLAS ALTERNATE ACCESS TELECOMMUNICATIONS SYSTEM RLE tw.tE: DNLB1159 CONSTRUCTION ISSUE DALLAS COUNTY ADDISON CITY LIMITS PROPRIETARY
l,OCAfe p.J,[, 􀁕􀀱􀀱􀁬􀀬􀀱􀀱􀀱􀁾􀀵 PRIOR 1'0 CON51ROC-nON' Dlare55 􀀱􀀭􀀭􀀸􀀰􀀰􀀢􀁾􀀴􀀴􀀮􀀮􀁦􀀳􀁾􀀱􀀱 􀁐􀁾􀁍􀁊
18 OF 107 DWG. NO. DIELECTRIC FIBER OPTIC CAIIl.E WHm TO STRAND TYPICAL RISER ASSDI81Y FIBER OPTIC CAIIl.E INSTAU.ATION 10 BE COORDlNA1m BETWEEN AERIAL A: UNDERGROUND CONl'RAClOR L22S
.)iii Z 􀀳􀀭􀀱􀁾􀂷 HOPE DUCTS TO HaT OF' STRAND (PUIO All. DUCTS wrrH DUCT F'OAW) 􀁾􀁌􀁁􀁏􀁓􀁔􀁕􀁄 li· x r y.&-x 1liDOUBLE EARRED PIPE STRAP 1 􀀧􀀭􀁾 GALY. STL. PIPE MIN. WAll. THICKNESS
.111 INCHES 􀁾􀀭􀀭􀀭􀁾 GALV. STL. 'U' GUARD VARIES (1S"'U') M,A.N, PROPOSED RISER DETAIL 1r<VINu ... 􀁲􀁉􀁾􀁌􀀮􀁁􀀵 Norot L.OOP P,ARf I ... PHASe 2 __CUI-RB mPOLE TOP YlEW GUY DALLAS
ALTERNATE ACCESS TELECOMMUNICATIONS SYSTEM CONDUIT ON QUARTER OF' POLE NEAREST DIRECTION OF' UNDERGROUND F'AaUTY 􀀡􀀭􀁉􀁾􀀭 HOPE DUCTS . Ca: w:g Z ;!;j _ -0:: --' 􀀺􀁾 :0 􀀡􀀺􀁩􀀺􀁾
wl:C 3 HAD. PVC BEND 􀁾 GALV. STL. PIP[ 3-114"HDPE DUCTS TO HOT OF' STRAND (EXc:tSs DUCT TO BE STlW'PED/l'APED to POLE FOR USE BY OTHERS.) 􀁉􀁎􀁾􀁄􀁏􀁎 !!'t AERIAL c:omACIQR 1. 4 OALV.
STL. 'U' ClUARI) 3+455 50'-3 10: 2206 468 7494 FILE tw.lE: DNLB1160 DATE:2 MAY 97 FORT WORTH 􀁾uz8 in in 􀀵􀁁􀁦􀁾􀁦􀁙 flR5f! CONSTRUCTION ISSUE DALLAS COUNTY ADDISON CITY LIMITS 􀁐􀁌􀁊􀁡􀁾
IDNL-17 ro"x4211x4B1I 􀁾􀀢􀀧􀀴􀀲􀀸 RISER POLE SEE RISER DETAIL SEE DRAWING 19 OF 107 FOR CONTINUATION (AERIAL SECTION) 􀁾􀁴􀀭􀀮􀁯􀀱 &ltam 􀁾􀀧􀁉 􀁾􀁉􀁉 wre IIlr;f ... Xli 􀁾...428 ...
􀁾... 4!1!1 .---PROPRIETARY -II) I') +I') 1"-20' 􀁾􀁏􀁃􀁁􀁲􀁥 􀀬􀁁􀁊􀀬􀁾 􀁕􀀱􀀱􀁾􀁬􀁦􀁬􀁾􀀵 PRIOR 1'0 CON5fRlX:110 t;)lGife55 1-800-"!J44-B!/11 􀁐􀁾􀀬􀁁􀁎 􀁐􀀱􀁾􀀱􀀱􀁾􀁾 􀁾􀀧􀁉 􀁾􀁉􀁉
wre IIlr;f 2'" 610 ... 􀁾... 428 Ita1U. REEL IDNL05-48 & REEL 􀁔􀁕􀁄􀁎􀁌􀀰􀀴􀀭􀀱􀀲􀁾 wmi 10GAUGE LOCATE WIRE 􀁉􀀱􀁈􀁡􀁊􀁖􀁾􀁉􀁖􀁾􀀧 wre I?lt:f 􀀢􀁉􀀢􀀧􀀢􀀬􀁕􀀢􀀢􀀢􀀺􀀬􀀺􀁾􀀺􀀬􀀺􀁾􀀢􀀢􀀢􀀢􀀬􀁉􀀢􀀢􀀬􀁉
􀀢􀀢􀀬􀁉􀀧􀀢􀀢􀀬􀀬􀀬􀀱􀀱􀀱􀀱􀀱􀀱􀀱􀀯 ugN,... N+I') IDNLOIS-48 3-1Y...-HDPE DUCTS 1-------2+810 HH IDNL-18 -3+428 HH IDNL-17 -818' HH IDNL-17 3+428 HH IDNL-17 -􀀳􀀫􀁾 RISER POLE -27'----RISER
POLE------l f----------------------------100' SLACK COIL-------------------------------f------------------REEL IDNLOIS-48 D+ooo SPUCE HH IDNL-11 -33+S83 SPUCE 0 RISER POLE---------------------GROUND
LENGTH 33,S63' SHEATH LENGTH 38,848' f----------------------------1oo' SLACK COIL-----.-,;,---------------------------REEL TUDNL04-12 0+000 SPUCE HH IDNL-11 -33+S83 SPUCE 0 RISER POLE----------------
-----GROUND LENGTH 33,308' SHEATH LENGTH 38,8158' 􀀧􀁾􀀬􀀮􀀬􀀮 􀁾 􀁾 'I, \. METRO AcCESS NETWORKS, INC. 􀁾􀁾􀁾􀁾􀁾􀁾􀁾􀁾􀁾􀁾..􀁾􀁾::!:..::􀁾􀀮􀁾􀁾􀁾􀁾 􀁾􀁾􀀮􀁟􀀮􀁾􀁾􀁾􀁾..􀁬􀁬􀁊􀂷􀁾􀁎􀁾􀁅􀀺􀀧􀁛􀀩􀀬􀂷
􀂷􀂷􀂷􀂷􀂷􀂷􀂷􀂷􀂷􀂷􀂷􀂷􀂷􀂷􀂷􀂷􀂷 􀁾 . ::i ..... ..... 􀁾 \ .Jj1J .J]1
N 19 OF 107 DWG. NO. 27'9,,_CH23'8"+ 23'8"+ + 4+296 o RAISE TCI-C/F 4" [24'10"] -GUY POLEPOA 52BELOW TU-Toe [20'0-] RL RS TCI-c/F 22'3" FS TU-N 25'S" LL TU-TOC 23'O"-CH-+ 4+263 o RAISE
TCI-c/F 9" [24's"] RS TU-N 31 '1"-CHTCI-C/F 27'0"+ -GUY POLEo EXTEND TU-TOC 16" [24'4"] PA'a(INa.....-------------. POA 52 􀁾􀁾􀀧􀀮􀀱􀀢􀁬􀀷􀁭􀀷􀀩􀀢􀀩􀀧􀀷􀀩􀀢􀀩􀀧􀀻􀀬 BELOW NEUT [26'9-]
RS 1,5/16"EI1\( DE , 20'/20'rf 12M fit la/a"I rDTllScREW TYPE! 􀁾􀁏􀁄􀁊􀁾􀁌 ANCHOR J -GUY POLE-50'-3 10: 2206 468 8394 IRVINtA ... 􀁲􀁉􀀬􀁁􀁌􀀮􀁾􀁁􀀵 NORfH 􀁾􀁏􀁏􀁐 PfRrl ... PHA5e2
. ca:: SEE DRAWING 18 OF 107 FOR CONTINUATION (UNDERGROUND SECTION) REVISED DATE: 5 MAY 97 FILE NAtoIE: DNLA1162 􀁍􀁁􀁦􀁑􀁩􀀬􀁉􀁎􀁾􀀻􀁴􀁾 tlRAWiNtA NO, 20 CONSTRUCTION ISSUE DALLAS COUNTY
ADDISON CITY LIMITS 4+154 POA 7 [TBD] RS TU-N 31', TCI-C/F 22'1"+ FS TU-TOC 29's"-CH-4+154 o RAISE TCI-c/F 51" [26'4"] BELT LINE RD. PROPRIETARY MlIIMATlllIIIIlJI'''__ 􀁔􀁨􀁾 ..􀁾 of
pion. contoin. 􀁣􀁯􀁮􀁦􀁩􀁾􀁴􀁩􀁯􀁬 or proprielory .nformolion. ond the reci....nl must nol croac:_. c0l>1. re-craole. or cr..lribule lhe pions or the Informolion conlolMd I...... eithet
direclly or indireclly. 10 O\het ...titia or indiwiduo" wilhout wrillen or bp<na I*mlalo. ftOlll Melro Ace.. Nelwor11a, Inc. RS TU-N 31'0" TCI-c/F 25'3" FS TU-TOC 28'1"-CH-3+967 POA
52BELOW TU-Toe [23'9-] RS 3+66 POA 52 BELOW NEUT 3+660 [27'2-] RS o RAISE TCI-c/F 2s" [28'2.. ] RS TU-N 31'6"-CHTCI-C/F 26'0"+ RS TU-N 29'10"-CHTCI-C/F 25'11"+ 3+846 POA 52BELOW NEUT
[25'6-] RS/RL 3+846 o RAISE TCI-C/F , [26's"] 3+7 6 POA 52BELOW TU-Toe [21'9-] RS TU-N 29'11" TCI-C/F 23'10" Rl 24',-CH-5" TU-TOC 26'1"-CH-4+364 o RAISE TCI-c/F tj' [27'9"] ----------------REEL
IDNL06-48 0+000 SPUCE HH IDNL-11 -33+583 SPUCE 0 RISER POLE-----------------GROUND LENGTH 33,563' SHEATH LENGTH 38,848' -------24' RISER ------------------:--...:..-...-----..:.....------------------
--------i ----------------REEL TUDNL04-12 0+000 SPUCE HH IDNL-11 -33+583 SPUCE 0 RISER 􀁐􀁏􀁌􀁅􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀁾 GROUND LENGTH 33,308' 8HEATH LENGTH 38,868' !--------RISER
POL£----------3+e5 RISER POLE -􀀷􀀫􀀷􀀰􀁾 RISER POLE -4,248'------------POLE-----------l -------􀀲􀁾􀀧 RISER 100' SLACK COIL-------3+743 POA 52BELOW TU-Toe [20'3-] LLIRS RS TU-N 27'10"
TCI-C/F 22'10" FS 5" TU-TOC 􀁾􀀥􀀧 􀁾 • W III C '" ill ';:WI a:: : 􀀾􀁾 -tQ'i:i' RS 􀁾 􀁾 􀁾 TU-N 30'0" 􀁾 % FS oa:: 􀁾 􀁾􀁾 􀁾 􀁾 TCI-c/F 24'6" + 4+29 -Jil..j LL 􀁾 ,.. 50'-3 􀁾 TU-WHD
28'2"-CH-o 10: 2206 4+296 469 SLACK 8207 POA 52-'8 SPAN 􀀭􀀭􀀧􀀧􀀧􀀧􀀧􀀧􀁾􀀺􀀧􀀧􀀧􀀧 􀁾....􀁾... BELOW TU-WHD IT'lS"7Y\ 'f' aID * ,5/16"EHi( DE A __􀀭􀀭􀀭􀀭􀀽􀀽􀀴􀀻􀀮􀀺􀀮􀀫􀁾􀀲􀀶􀁾􀀳
[23'10-] RS 􀁟􀁊􀁬􀁟􀁾􀁾􀁾􀁾􀁾􀁾􀁾􀁾􀁾􀀺􀀺􀀻􀀺􀀺􀀺􀀺􀀽􀀺􀁤􀁾􀁧􀁾􀁾􀀽􀁾􀁾􀁾􀁾􀀺􀀺􀀽􀁾􀀻􀀻􀁾􀀽􀁾􀁜􀀮􀀮􀁕􀁕􀀮􀀮􀁉􀁾􀁾􀀽􀀽􀀽􀀽􀀭􀀭􀀺􀀺􀀻􀀻􀀻􀀻􀁩􀀭􀀭􀁾􀁾􀁾􀀽􀀽􀀽􀀽􀁔􀀽􀀽􀀽􀁾 15'/23'5" 22M
Y POA 52-" 4+154 L la/a"IrTT1lScREW TYPE! BELOW NEUT 50'-3 [BODJ lPtJ L ANCHOR J [23'5-] LL 10: 2206 CLR 􀁾􀁾􀁾􀀡􀀺 RS 􀁾􀁾􀁾􀀴 TCI 22'4" 10: 2206 TU-N 469 􀁾􀁾􀁉􀀭􀁃􀀯􀁆 8404 RL TCI-c/F
1N5f!U. 􀁉􀀮􀁾/16" f;H5 51mD &􀁬􀀮􀁾 ----I REEL IDNL05-48 & 1--REEL TUDNL04-12 􀁾... 􀁾􀁾􀁾 􀁾􀀱􀀢􀀧􀀱􀀰􀀴 􀁾METRO AcCEss NETWORKS, INc. 􀁾rI i..w J a!:J:! oj: m OJ I OJ1I ,JJ􀁾 LJ"􀁾
􀀧􀁾 jj ."ii '-,I -J-j J']1
20 OF 107 DWG. NO. RS TU-N 27'4" TCI-F 21'1" rs S' TU-TOC 24's" LL 'S' TU-TOC 24'o"-CH-4+998 POA 5r BELOW TU-TOC [19'8-] RS 􀀵􀀬􀁁􀁦􀁾􀀱􀁙 FIR5f! 1t<VINU ... 􀁴􀁉􀀬􀁦􀁴􀁌􀀮􀁾􀁁􀀵 NORfH
􀁾􀁏􀁏􀁐 P,ARf I ... PHAse 2 FILE NAIoIE: DNLA1163 DATE:2 MAY 97 4+825 POA 52BELOW NEUT [24'6-] RS RS TU-N 28'10·-CHTCI-F 24''S'. RL TU-ABS 4+825 o RAISE TCI-F 1S' [25'6"] CONSTRUCTION
ISSUE DALLAS COUNTY ADDISON CITY LIMITS 1N5fK.L. 1,!1/1611 a'15 51VNI? &􀁾􀁁􀁓􀁦􀁩 ----I REEL IDNL05-48 & 1---REEL TUDNL04-12 􀁾􀀭􀁉􀀭 4!1!1 􀁾 1-1-104 RS TCI-F 25'S' • RL TU-N 30's"-CHPROPRIETARY
IRIMATIllIIIIOr FIll􀁾 Thia ..t or plan. contain. canlidential or proprietary inrormation. and the _ipient must nat diKlaM. copy, re-creat.. or diatribule the plane or the Inrormation
contained therein. ';ther di_tl)' or Incll_tl)'. to ather ..,titia or Inclivldual. without written or nprns permiuian rram "'lra Acceu Net_.... Inc. 4+603 POA 52BELOW NEUT [24'2-] FS
rs TU-N 28'6"-CHTCI-F 24'4". 4+603 o RAISE TCI-F 10" [25'2"] 􀁐􀁾􀁁􀁎 RS TU-N 27'11"-CHTCI-F 23'9" • 4+481 POA 5r BELOW NEUT [23'7-] RS 􀁾􀁾􀁾􀁾 s" [25'6"] 4+426 POA 52BELOW NEUT [24'6-]
RS RS TU-N 28'10"-CHTCI-F 24'10". 4+426 o RAISE TCI-F 1--------------------REEL TUDNL04-12 0+000 SPUCE HH IDNL-l1 -􀀳􀀳􀀫􀁾􀀸􀀳 SPUCE 0 RISER POLE----------------------l GROUND LENGTH
33,308' SHEATH LENGTH 38,858' 1--------------------REEL IDNL05-48 0+000 SPUCE HH IDNL-11 -􀀳􀀳􀀫􀁾􀀸􀀳 SPUCE 0 RISER POLE----------------------1 L22S $ __ Z GROUND LENGTH 􀀳􀀳􀀬􀁾􀀶􀀳􀀧
SHEATH LENGTH 38,848' 1------------------------􀀳􀀫􀁾 RISER POLE -􀀷􀀫􀀷􀀰􀁾 RISER POLE -4,248'--------------------------1 4+647 o RAISE TCI-F 2'S' [27'4"] 4+481 o RAISE TCI-F 10" [24"]
4+647 POA 5r BELOW NEUT [26'4-] RS 􀁾 N 􀁃􀁓􀁉􀁌􀀭􀀭􀀭􀀭􀀭􀀭􀁾􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀁉􀁉􀁾 z􀁾 QUORUM RD, 􀁾 i i 􀁾 􀁾 􀁾 􀁾 􀁾 􀁾 􀁾 􀁾􀁺
-ot 􀁾 4+603>-* 8 * * 􀁾 SIGN " 50'-3. 'II, -m 􀁾 􀁾 􀁾 10: 2206 4+647 4+825 o 1.5/16"EH\( DE 􀁾􀀮􀁡􀀮 􀁾􀁏􀀧􀀭􀀳 45'-3 􀀴􀁾􀀧􀀧􀀺􀀺 ,_ 􀁾 15/a-J 􀁲􀁾􀀻􀁾􀀲􀁾􀁾􀁾􀁾􀁗 􀁾􀀺􀀺 -<:F "8239"
'10::W 10: 􀁾􀁾􀁧􀀶 10: 2206 􀁾 􀁾 t-IBODJ􀁾L ANCHOR 8241 8257 t-469 d 1mNtA DE ).,.5/16"EHS PnKlNtA 8274 7 PnKlNtA 12.. 􀀲􀀱􀀧􀀯􀀲􀀸􀀧􀁾􀂷 PnK'NtA7 u 􀁾􀁃􀀺􀁾􀁈􀁾􀁐􀁾 [NJ 􀁾 ; n 􀁾
l 􀁾METRO AcCEss NETWORKS, INc. 􀁾11 im .. J a!i:! -s: m ] I -1\ j .JII 􀀭􀁾
t----------------------------3+4S5 RISER POLE -7+704 RISER POLE -4,248'-----------------POLE-----------1 1--------------------------------------------------------100'SLACK COll--------1--------------
---------REEL IDNLO&-48 0+000 SPUCE HH IDNl-11 -33+583 SPUCE 0 RISER POLE------------------------GROUND LENGTH 33,563' 8HEATH LENGTH 38,848' 1------------------------REEL TUDNL04-12
0+000 SPUCE HH IDNl-11 -33+563 SPUCE 0 RISER POLE-------------------------{ GROUND LENGTH 33,308' 8HEATH LENGTH 38,8&8' 􀁾􀀮􀁟 Z 21 OF 107 DWG. NO. 5+658 ,POA 5r BELOW TU-WHD [20'7-]
RS RS TU-WHO 24'11·-CHLL TCI-G 20'0·+ RL LL/RL TU-N 26'4· TCI-t,4 20'0"+ 5+658 o RAISE TCI-G/t.t 19· [21"] 􀀵􀁐􀁦􀁾􀀱􀁙􀁦􀁬􀁾􀁦􀀧 IIeVINCA ... 1/,AL.L.A5 NOIefH L.Oa' 􀁐􀀮􀁁􀁒􀁲􀁉􀀢􀀧􀁾􀀲
RS TU-N 26's" TCI-F 21'10" LL TU-TOC 23'4"-CH-5+550 POA 52BELOW TU-Toe [19'0-] RS DATE:2 MAY 97 FILE NAWE: DNLA1164 26', 20'10" 21'10"-CH-+ 5+456 POA 52BELOW TU-WHD [19'10-] RS RS TU-N
TCI-F' LL TU-WHO 5+456 o EXTEND TU-WHO 2s" [24'2·] CONSTRUCTION ISSUE DALLAS COUNTY ADDISON CITY LIMITS 5+305 POA 52BELOW NEUT [20'11-] RS PROPRIETARY --..ATalIllll' ,. IlIICLIIIa.E
Thia _I of pion. conloin. conficlenliol or proprielClly information, ond the recipient m...1 nOI diKloM. 􀁣􀁯􀁾...-creow. or cl"..tribuw \he 􀁰􀁬􀁯􀁾 or lhe information contained therein.
ell/ler directly or Indireclly, 10 ol/ler ...lilin or Individuo" .illloul wrill... or "II'-R permiaion fram Melro Accea Net_.... Inc. RS TU-N 25'3"-CHTCI-F 20's"+ 5+305 o RAISE TCI-F
15" [21'11·] INSfJU. 􀁉􀀮􀁾 /1611 t=H5􀁾&LJ6+t 􀀭􀁾 REEL IDNL05-48 & t--REEL TUDNL04-12 􀀧􀀭􀀴􀀭􀀴􀁾􀁾 ... 1-4-104 -4,2A191 5+153 POA 52BELOW NEUT [22'5-] RS RS TU-N 26'9"-CHTCI-F 21'10"+
5+153 o RAISE TCI-F 19· [23'5"] 􀁾􀁉􀁉 􀀭􀁾􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭 • 􀁾 􀁡􀁬􀁾 􀁾􀁾􀁾􀁾 􀁾 􀁩􀁾􀀧􀁾􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀧􀀢􀀢􀀢􀀧􀀿􀁜􀀺􀁾 QUORUM RD. 􀁔􀁃􀁉􀁃􀁾􀀮􀀮􀀮
􀀧􀁾􀁇􀀬􀀭􀀭􀁊􀀢􀁜􀀭􀀼􀀾􀀺􀀭􀀭􀁟􀁾 􀁩􀁾 􀁾􀁩􀁧 T 􀁾 􀁾􀀱􀁉􀀻􀁅􀀽􀀽􀁾􀁾􀀽􀀽􀀽􀁾􀀺􀀽􀀽􀀽􀀷􀀽􀀹􀁾􀁾􀀽􀁴􀀺􀀽􀀽􀀽􀀽􀁾􀀽􀀽􀀽􀀽􀁾􀁾􀁾􀁾􀁾􀁄􀀽􀀽􀁾􀀺􀁊􀁅􀀽􀀽􀁾􀁾􀁾􀁾􀀵􀁾􀁾􀁾􀀽􀁾􀁃􀀱􀁾􀁏􀁾􀀸􀀧􀁆􀀯􀁾􀁾􀁾􀁲􀀮􀀫�
�􀀶􀀵􀀻􀀸􀁾􀁴􀀺􀀺􀀺􀁾􀁩􀁢􀀺􀀺􀀺􀀺􀀺􀁾􀁊􀁉􀁾 \f\ 􀁉􀁾 *􀁾 0'-3 􀁾 􀁾 􀁾 1 5+550 'I : 2206 􀁾 :z 5+153 5+305 5+456 45'-3 470 􀁾 􀁾 45'-3 􀁾􀀧􀀲􀁾􀀰􀀶 􀁾􀀧􀀲􀁾􀀰􀀶 10: 􀁾􀁾􀁧􀀶􀀭􀀼􀀾 ci
8235 0 􀁾 10: 2206 469 /469 8229 a: 􀁾 􀁾 􀀺􀁾􀀺􀁏 8205 LPAleK'NtA7 8220 􀁾 􀁾 􀁾«a: « 􀁾METRO AcCESS NETWORKS, INC. '$: IDI 1II "IJ ,jJI1J
26'3" 24'10" 23'5"-CH25'10" 22 OF 107 DWG. NO. POA 52· BELOW TU-WHD [19'1"] RS RS TU-N F'S TU-BOT TU-WHD TU-BOT/J L22S$_ Z 18'0" [22'0·] 18'0" [22'0"] 16'6" [21'4"]-CH6+289 POA 52· BELOW
TU-WHD [17'0·] FS F'S TU-N LL TU-N RL TU-WHD 6+289 o REQUEST TU TO CHANGE OUT POLE, (45'-3) 50'-3 1r<VINU --􀁴􀁬􀁐􀁌􀀮􀁾􀁁􀀵 NORfH 􀁾􀁏􀁏􀁆􀀧 PfRrl--PHAse2DATE:2 MAY 97 FILE tw.lE: DNLA1165 POA 52· BELOW TU-Toe [18'0·] RS 6+248 o EXTEND TU-TOC 52" [22'4"] LL 5" NEW TU-TOC 18'O"-CH-+ RL TU-N 23'11" 6+248 CONSTRUCTION ISSUE DALLAS COUNTY
ADDISON CITY LIMITS QUORUM RD, 6+001 45'-3 10: 2206 470 8369 PROPRIETARY ......TIlIN., FDI􀁾 This ..I of plons conloins confidentiol 0' proprielary informalion. and the _ipienl m..1
nal disclase. coP>'. ,.-crsale. or c1"ostnbule \he , plans or the information conlained therein. either di_11y or Indirectly, 10 other enlilles or Incliwiduo" .ilhoul .,illen or ..􀁾
.....m_n from ...Iro Ace.. Nelwortcs, Inc. 6+001 POA 52" BELOW TU-Toe [20'9"] RS RS TU-N 27'0" F'S TU-TOC 25'1"-CHINSf}u' I,!?/1611 1611 􀁾􀁾&!..ASH -----t REEL IDNL06-48 a 1"---REEL
TUDNL04-12 􀁾... 4!?!? -1"'104 RS TU-N 29'9"-CH-5+799 POA 52" BELOW NEUT [26'6"] RS 􀁾􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭 REEL TUDNL04-12 0+000 SPUCE HH IDNL-11 -33+563 SPUCE 0 RISER
POLE----------------------1 GROUND LENGTH 33,308' SHEATH LENGTH 38,858' 1-------------------------3+4S5 RISER POLE -7+704 RISER POLE -4,248'--------------POLE------------i 1--------------------------
-------------------------100' SlACK COIL---------1 1---------------------REEL IDNLO&-48 0+000 SPUCE HH IDNL-11 -33+583 SPUCE 0 RISER POLE -----------------------1 GROUND LENGTH 33,563'
SHEATH LENGTH 38,848' 􀁾METRO AcCESS NETWORKS, INC. I 􀁾 :'J rJ ! i ,j CI 􀁾 4-] a!I:! 􀁾 ] I ']􀁾􀀱 JI ,,j 1] . 􀁾􀁾 cJ􀁾􀁊 􀁾􀁪􀁪 , . .,. !, 1􀁾t :-..,IJI .J1j
23 OF 107 DWG, NO, RS TU-N 28'4-RL TU-TOC 26'5--CH-7+139 POA 62BELOW TU-TOC [22'1'] RS 1t<V1NC4 ., tI􀀬􀁁􀁌􀀮􀁾􀁁􀀵 NORfH 􀁾􀁏􀁏􀁐 P,ARf I ., PHASe 2 fiLE NAWE: DNLA1166 DATE:2 MAY 97
6+858 POA 52BELOW NEUT [20'1-] RS RS TU-N 24's"-CHCONSTRUCTION ISSUE DALLAS COUNTY ADDISON CITY LIMITS PROPRIETARY _TI*IIlrf FOI􀁾 Th. Nt 01 pion. contoin. conli_tial or proprietory
inlormotion. olld the recipient m...t not cr,"loM. COPl', ,.-c_te. or cr..tribute the 􀁰􀁉􀁯􀁾 or lhe lnIormolian contoined therein, either directly or lndirwclly. 10 other ...Uu.. or
IndiYiduo'-.itllout .rill... or ..p.-a permiaion from "'t,o Acc:ea Nelororb, Inc. 6+577 POA 52BELOW NEUT [26'6-] RS RS TU-N 29'1o"-CH-1------------------------REEL IDNLO&-4S 0+000 SPUCE
HH IDNL-11 -33+:583 SPUCE 0 RISER POLE-------------------------j GROUND LENGTH 33,:563' SHEATH LENGTH 38,848' 1------------------------REEL TUDNL04-12 0+000 SPUCE HH IDNL-11 -33+:583
SPUCE 0 RISER POLE---------------------------l GROUND LENGTH 33,308' SHEATH LENGTH 38,8&S' 1----------------------------􀀳􀀫􀁾 RISER POLE -7+704 RISER POLE .. 4,248'-------------------------------t
􀁾 DART 􀁾 􀁾 􀀱􀁾􀁴􀀽􀀽􀀽􀀽􀀽􀀽􀀽􀁉􀀽􀀽􀀽􀀽􀀽􀀽􀀽􀁴􀀽􀀽􀀽􀀽􀀽􀀽􀀽􀁉􀀽􀀽􀀽􀀽􀀽􀁾􀀽􀀽􀀽􀀽􀀽􀀽􀀽􀁴􀀽􀀽􀀽􀀽􀀽􀀺􀀺􀀺􀀺􀀴􀀽􀀽􀀽􀀽􀁴􀀽􀀽􀀽􀀽􀀽􀀺􀀺􀀺􀀺􀀺􀁴􀀽􀀽􀀽􀀽􀀽􀀽􀀺􀀺􀀺􀁴􀀽􀀽􀀽􀀽􀀽􀀽􀁬􀀺􀀽􀀽􀀽􀀽􀀽􀀽􀀫�
�􀀽􀀽􀀽􀀽􀀺􀀺􀀺􀀺􀀺􀁴􀀺􀀽􀀽􀀽􀀽􀀽􀀽􀀺􀀺􀁴􀀽􀀽􀀽􀀽􀀽􀀽􀀫􀀺􀁪 􀁾 􀁾 􀁾 􀁾􀁉􀁉 􀁾􀁾􀀽􀀽􀀽􀀽􀀽􀀽􀀽􀁾􀁾􀀽􀀽􀀽􀀽􀀽 ';!f.... 8TRAH 􀁾 􀁾 II: *">tl *">tl 􀁾 􀁾 6+577 6+858 7+139 􀁾 \l\ 40'-3
40'-3 40'-3 \l\ 􀁾 10: 2207 10: 2207 10: 2207 loU :z 471 471 /471:z 􀁾 3419 1N5f1U. 3421 L-PAlOONti7 5932 􀁾 􀁾􀁾 1.!1/16" eH5 51VW&LASH C] P < ----I REEL IDNL06-48 & t---􀁾 REEL TUDNL04-12
'.fo4!1!1-1.fo104 􀁾METRO AcCEss NETWORKS, INc. 􀁾11 ! i I W .. I a!J:! lii 1 I -J1j JJ-.:\ . 11 􀁾 J --1I, ·11jJ JJ : ]II ...j
24 OF 107 DWG. NO. o 1r<VINCA .. 1/,AJ..L.A5 NOIefH L.OOP P,ARf I .. PHASe 2 SEE DRAWING 26 OF 107 FOR CONTINUATION (UNDERGROUND SEC'nON) LL TU-N RL TU-WHD >N DATE:2 MAY 97 FILE NAME:
DNLA1167 ',5/'6" EHi( DE 24'/21'0" 12.. 0 15/8"1 rOll ISCREW TYPEI 􀁾􀁯􀁄􀁊􀁾􀁴􀁊􀁌 ANCHOR J 􀁾 U704 40'-5 10: 2208 471 0956 ....------DISER POLE SEE RISER DETAIL lYPlc:AL RISER ASSDI-.V
FI8ER Clf'l'IC CAU INSTAUAnllN 10 BE COORDINAtED BETWEEN AERW. I: UNlIEIlGRllUHD CONTIlAC1'OIl D1EUc:'1R1C 7+704 rlBER omc: CAIU POA 52" WHm 10 STIWlD BELOW NEUT 􀁯􀁊􀁊􀂷􀁁􀁦􀀺􀀮􀁾􀁉􀁘􀁘􀀺􀁔􀀱􀁷􀁮􀀺�
�􀀽 􀁾􀁳􀁲􀀢􀁄 [21'0"] LL 􀁾􀁉􀁁􀁏􀁓􀁉􀁕􀁄 Ii". r 􀁾􀀢 • lY.t" DOUaE EAIllI£D PlP£ STIlAI' I '4 ClALY. sn. I'I'E .... WAU. lIIK:KIIESS .111 INCIlES /􀁉􀁉􀁉􀀫􀀭􀀭􀁾 ClALY. STL '\I' 0UAIlD
ill CONSTRUCTION ISSUE DALLAS COUNTY ADDISON CITY LIMITS M.A.N. PROPOSED RISER DETAIL POLE TQP \/lEW -m--C-U· I. llAD. I'YC BEND . 2. 􀁾 ClALY. STL PlP£ J. J-l ""ltlll'E DUelS TO tm
Of' STIWID (EXCOS DUCT TO BE STlW'I'£D/fAPID to POLE RII USE sr OTItERS.) 􀁾IT 6E116' CIIHTUCIQ!! 􀀨􀀱􀀢􀀮􀁾􀀧􀀩 1. ClALY. STL 'II" ClUAIlD PROPRIETARY IRIMAlIlIIlIOl FOIIlIICUlIWE lhia
..t of plan. contain. confidentiol or proprietory information. and the recipiant muat not cliac:IoM, copy, re-creote. CIt diatribute the pIona CIt the Information contol_ 1hereIn, either
directly CIt indirectly, to other ...liliea CIt indivld...... without wriU... CIt ..pna permialon from ....t'o Acc_ Natworb, IftC. RS TU-N 25'0" -CHU420 o REQUEST TU TO REPAIR BROKEN
VERTICAL. 1N5f1U-􀁉􀀬􀁾/16" eH5 51VW &lJdi --I REEL IDNL06-48 & 1--REEL TUDNL04-12 , .... 􀁾􀁾􀁾 ..1....104 􀁾METRO AcCESS NETWORKS, INC. 1-----------------REEL IDNLOS-48 0+000 SPUCE
HH IDNL-11 -33+583 SPUCE 0 RISER POLE---------------------GROUND LENGTH 33,563' SHEATH LENGTH 38,848' 1-------------------------------------:--------------28' RISER----------1----------------REEL
TUDNL04-12 0+000 SPUCE HH IDNL-11 -33+583 SPUCE 0 RISER POLE---------------------GROUND LENGTH 33,308' 8HEATH LENGTH 38,8S8' 1---------------------3+455 RISER POLE -7+704 RISER POLE
-4,248'-------------RISER POLE------------! 1------------------------------------------------28' RISER----------􀁾I􀁾􀀽􀀽􀀽􀀺􀀺􀀺􀀺􀁴􀀺􀀺􀀺􀀺􀀽􀀽􀀽􀀽􀀽􀀽􀀫􀀽􀀽􀀽􀀽􀀽􀀽􀀽􀀽􀀫􀀽􀀽􀀽􀀽􀀽􀀽􀀽􀁴􀁩􀁫􀀽􀀽􀀽
􀀽􀁴􀀽􀁄􀁁􀀽􀁒􀁔􀀽􀀽􀀺􀀺􀁴􀀽􀀽􀀽􀀽􀁾􀁾􀀽􀀽􀀽􀀺􀀺􀀺􀀺􀀺􀁴􀀺􀀽􀀽􀀽􀀽􀀽􀀽􀀺􀀺􀁴􀀽􀀽􀀽􀀽􀁾􀁾􀀽􀀽􀀽􀀺􀀺􀀺􀀺􀀺􀁴􀀺􀀽􀀽􀀽􀀽􀁉􀀽􀀽􀁴􀀽􀀽􀀽􀁆􀁉􀀽􀁾􀁾􀀽􀀽􀀽􀀺􀀺􀀺􀀺􀀺􀁴􀀺􀀽􀀽􀀽􀀽􀁦􀀽􀀽 􀁾􀁾􀁾􀁉􀁉􀀽􀀣􀀽􀀽􀀽􀀽􀀽
􀀽􀀽􀀽􀀽􀀽􀀽􀀽􀀽􀀽􀀽􀀽􀀽􀁜􀁾􀀽􀀽 􀁾􀁾 􀁕􀁾 ·RBV· 40'-5 􀁾􀀺􀁺 10: 2207 471 􀁾 rJ .... LJ 7+420 POA 52" BELOW NEUT [20'8"] RS oj: mI ]J]1 􀁾􀁪J1jI]1 J1j
25A OF 107 DWG. NO. 􀁾􀁔􀁕􀁄􀁎􀁌􀀰􀀴􀀭􀀱􀀲 '0 GAUGE IDNL05-48 LOCATE WIRE 3-1 y....HDPE DUCTS "'R po\,.E 7+70" 􀁒􀁜􀁓􀁾 TYPICAL FACIUTY DETAIL IRVINU 􀀭􀀭􀀱􀁉􀁐􀁊􀀬􀁾􀁁􀀵 NOroi 􀁾􀁏􀁏􀁐
PfRr I --PHAse 2 􀀱􀀿􀁥􀁃􀁾 I:'Or<e 􀁾􀀭􀁉 􀁖􀁾􀀢 IiIPe li\tf .. 􀁾􀁉 􀀱􀀢􀀧􀀱􀀰􀀴􀀢􀀱􀀢􀀧􀀱􀁾􀁾 SEE DRAWING "'__ .....J 24 OF 107 FOR CONTINUATION (AERIAL SECTION) 5,AfefY flt<5f' DALLAS
ALTERNATE ACCESS TELECOMMUNICATIONS SYSTEM 􀁾􀀭 RISER POLE SEE DRAWING 24' OF 107 FOR RISER DETAIL DATE:2 MAY 97 FILE NAME: DNLB1168 FORT WORTH -TYPICA.L FACILITY 􀁾􀁾 DETAIL 􀁾􀁕􀁄􀁎􀁌􀀰􀀴􀀭􀀱􀀲
10 GAUGE IDNL05-48 LOCATE WIRE 1-4" SSP E/W 3-1 􀁾􀀢􀁈􀁄􀁐􀁅 DUCTS CONSTRUCTION ISSUE DALLAS COUNTY ADDISON/DALLAS CITY LIMITS l-::.: z 0 iii. <t not t<1 j-􀀮􀁾 U1 􀁾 fJ> 􀁾 0 ro ro
+ + l"'>-r-. ci 􀁾 a::u w .... l--! '<!W<:l: 􀁺􀁾􀁺􀀮 0____.Q Vi$Vi ('l;: Q.. o!: fit:: n-et: 􀁴􀀾􀁬􀁾􀁏 "'r ><t "'r tJ{j@ro +++ 1"'-1'-1"'-x X 'J! ;f -tr,a.. Vi l.N 'J,.!J"'t'l).,.
til rf Ol"'>-e-I I:J> Wi..... f--l5:J <;om m «J ++ + -+-f-,l'<-􀁾􀀢 1"-\ 􀀱􀁾􀀱􀁕􀀮 REEL REEL IDNL05-48 & REEL TUDNL04-12 WITH 10GAUGE LOCATE WIRE MdJ VKJNfIV41tmI'ltf ,1,....104 ..
10...860 1------7+7U HH IDNl-18 -8+1" HH IDNl-1' -880'------HH IDNl-18 -------7+704 RISER POLE -7+7U HH IDNl-18 -80' 􀀭􀀭􀀭􀀭􀀭􀁾 1------------------------100' SLACK COll-------------'---------------
-f----------------REEL IDNL05-48 0+000 SPlICE HH IDNl-11 -33+583 SPUCE 0 RISER POLE -----------------L--G_RO_U_ND_LE_NG_TH----:..::.33.563· SHEATH LENGTH 88,848' I 100' SLACK COll--------------------
------f----------------REEL TUDNL04-12 0+000 SPUCE HH IDNl-11 -33+583 SPUCE 0 RISER POLE----------------GROUND LENGTH 33.308' SHEATH LENGTH 88,858' '􀁾"􀁾 ADDISON CITY LIMITS REEL IDNL05-48
0+012 -7+762 GROUND LENGTH 7,750 SHEATH LENGTH 8.702' 􀁲􀁾􀀭􀂷􀁾............,..t-1-·..-....................·.....·_""'......·--.....􀀭􀀮􀀮􀀬􀀮􀀮􀀬􀀮􀀮􀀮􀁾 I r!(t:f,£H KINSfAU, ! 􀁾􀀭􀀭􀀭􀁪
􀀺􀀿􀁾􀁗􀀴􀀱􀀱 Hope tlLLr 􀁾􀁜 ! 1+849 -8-+' 144-I\ 􀁌􀁟􀁾 . J \.\. 1.JJJ-1] ·..... 1· 'JJJJ11:]1J]J.JJ
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