HomeMy WebLinkAboutResolution 2023-080 Approving and Authorizing the Mayor to Execute the Town of Marana Fiber Optic Communications License Issued to Ting Internet LLC
Exhibit A to Marana Resolution No. 2023-080
00090254.DOCX /1
TOWN OF MARANA FIBER OPTIC COMMUNICATIONS LICENSE ISSUED TO TING INTERNET, LLC 1
TOWN OF MARANA
FIBER OPTIC COMMUNICATIONS LICENSE ISSUED TO TING INTERNET, LLC
THIS LICENSE (“License”) is issued by the Town of Marana, an Arizona municipal corporation, as represented by the
Town Council and acting through the Town Manager or the Town Manager’s designee (“Town” or “Licensor”) to Ting
Internet, LLC, a Delaware limited liability company (“Licensee”). The Town and Licensee are each a “Party” and
collectively, the “Parties.”
RECITALS
A. Town is responsible for management of the Public Rights-of-Way (as defined below) and has the authority to grant
licenses authorizing occupancy and use of the Public Rights-of-Way; and
B. Licensee desires to install, operate, maintain, and use a System (as defined below) to be used to provide Fiber
Optic Communications Services (as defined below) including Broadband Services (as defined below) in, along, under,
over, and across certain Public Rights-of-Way within the Town or on other Town-owned property.
LICENSE
NOW, THEREFORE, Town hereby grants Licensee this License under the following terms and conditions:
SECTION 1. DEFINITIONS
For the purpose of this License, unless the context otherwise requires, the following terms, phrases, words, and their
derivatives have these meanings. When not inconsistent with the context, words in the present tense include the future
tense, words in the plural include the singular, and words in the singular include the plural. The word "shall" is always
mandatory and not merely directory. If a conflict or ambiguity exists among the definitions in Arizona Revised Statutes, the
Marana Town Code, and this License, the definitions in the following order prevail and control: (1) Arizona Revised
Statutes; (2) Marana Town Code; (3) this License. Additional definitions for this License include:
“ACC" means the Arizona Corporation Commission.
“Adjusted Per Linear Foot Fee” has the meaning set forth in Section 4.1.5.
“A.R.S." means Arizona Revised Statutes, as amended.
"Anniversary Date” means the annual anniversary of the Effective Date.
“Annual Fee” has the meaning set forth in Section 4.1.1.
“Broadband Services” means the offering of broadband Internet access services to Subscribers.
"Cable Service" means the transmission to subscribers of video programming or other programming service and subscriber
interaction, if any, that is required for the selection or use of the video programming or other programming service over a
Cable System.
"Cable System" means any facility consisting of a set of closed transmission paths and associated signal generation
reception and control equipment that is designed to provide cable service that includes video programming and that is
provided to multiple subscribers within a community. Cable system does not include (1) a facility that serves fewer than
fifty (50) subscribers; (2) a facility that serves subscribers without using any public street, road or alley; (3) a
facility that serves only to retransmit the television signals of one or more television broadcast stations; (4) a facility of a
Exhibit A to Marana Resolution No. 2023-080
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TOWN OF MARANA FIBER OPTIC COMMUNICATIONS LICENSE ISSUED TO TING INTERNET, LLC 2
common carrier that is subject, in whole or in part, to 47 United States Code Sections 201 through 276, except that the
facility is considered a cable system, other than for purposes of 47 United States Code Section 541(c), to the extent the
facility is used in the transmission of video programming directly to subscribers, unless the extent of the use is solely to
provide interactive on-demand services; (5) an open video system that complies with 47 United States Code Section 573;
or (6) a facility of an electric utility that is used solely for operating its electric utility system.
“Day” means calendar day unless noted otherwise.
“Effective Date” means the signature date of the last Party to sign this License.
"Environmental Laws" means all federal, state, and local laws, ordinances, rules, regulations, statutes, and judicial
decisions now or subsequently in effect, in any way relating to or regulating human health, or safety, or industrial
hygiene, or environmental conditions, or protection of the environment, or prevention or cleanup of pollution or
contamination of the air, soil, surface water, or groundwater.
"FCC" means the Federal Communications Commission.
"Fiber Optic Communications Services” means communications services that are excluded from the definition of
“Telecommunications” set forth in A.R.S. § 9-581(4).
“Gross Broadband Revenue” means any and all consideration of any kind or nature, including cash, credits, property, and
in-kind contributions (services or goods) arising from or attributable to Licensee’s provision of Broadband Services over
the System within Town to Subscribers (including fees attributable to Broadband Service when sold individually or as part
of a package or bundle, with services other than Broadband Services), without regard to the billing address of the
Subscriber. The term “Gross Broadband Revenue” shall not include the following: (1) any revenue not actually received,
even if billed, provided that uncollectible fees written off as bad debt which are subsequently collected shall be included
in gross revenues in the period collected; (2) refunds, rebates, credits or discounts to Subscribers or Town to the extent
not already offset by (1) immediately above and to the extent such refund, rebate, credit, or discount is attributable to
Broadband Service; (3) any revenues received by Licensee or its Affiliates from the provision of services other than
Broadband Service; (4) any revenues received by Licensee or its Affiliates for the provision of Internet advertising,
including banner advertisement and electronic publishing; (5) any amounts attributable to the provision of any service to
Subscribers at no charge, including the provision of such service to public institutions without charge; (6) any tax of general
applicability imposed on the Subscriber or the transaction (but not on Licensee) by a federal, state, or local government
or any other governmental entity, collected by Licensee, and required to be remitted to the taxing entity, including, to the
extent applicable to Broadband Services, sales and use taxes, and utility user taxes (the Annual Fee imposed herein is
not such a tax); (7) any forgone revenue from the provision of service at no charge to any Person, except that any forgone
revenue exchanged for trades, barters, services, or other items of value shall be included in gross revenue; (8) any value
of capital assets or surplus equipment; (9) the sale of Broadband Service for resale to the extent the purchaser thereof
certifies to Licensee in writing that it will resell the Broadband Service and pay a fee to Town with respect thereto; and
(10) any revenue derived from rental of modems or other equipment used to provide or facilitate the provision of the
Broadband Services.
"Hazardous Substances" means those substances defined as toxic or hazardous substances, pollutants, or wastes by
Environmental Laws and the following substances: gasoline, kerosene, or other petroleum products, toxic pesticides and
herbicides, volatile solvents, materials containing asbestos or formaldehyde, and radioactive materials.
"License" means this non-exclusive authorization granted by the Town to construct, operate, maintain, reconstruct,
repair, and remove the System or any portion thereof in, over, under, and across public rights of way owned or controlled
by the Town.
"Licensee" has the meaning set forth in the Preamble.
"Licensor" has the meaning set forth in the Preamble.
Exhibit A to Marana Resolution No. 2023-080
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TOWN OF MARANA FIBER OPTIC COMMUNICATIONS LICENSE ISSUED TO TING INTERNET, LLC 3
“Per Linear Foot Fee” has the meaning set forth in paragraph 4.1.2.
“Person” means an individual, corporation, limited liability company, partnership, association, trust or any other entity or
organization, including a governmental or political subdivision, including Town, or an agency or instrumentality thereof.
"Pre-existing Environmental Condition" means the presence, emission, disposal, discharge, or release of any Hazardous
Substance at, in, on, under, or about the System, however caused, existing prior to the placement of the System within
the Public Rights-of-Way, whether the nature and extent of such contamination is known or unknown at the time.
"Provider" means a Person that constructs, installs, operates, or maintains fiber optic communications facilities or Fiber
Optic Communications Services in or using the Public Rights-of-Way.
"Public Rights-of-Way" means all roads, streets, alleys, and all other dedicated public rights-of-way and public utility
easements located within the Town’s corporate boundaries.
“Right-of-Way Use Permit” means the nonexclusive permission granted by the Town to Licensee within the Public
Rights-of-Way for the specific location of Licensee’s System, and includes fees (if any) for the specific location, and other
terms and conditions in accordance with the Marana Town Code Chapter 12-7, applicable Rights-of-Way construction
regulations, and other applicable law.
“Subscriber” means any Person who is lawfully receiving Broadband Services provided by Licensee using the
System within the territorial limits of Town.
“System” means Licensee’s infrastructure and communications facilities and equipment including, but not limited to,
conduit, fiber optic cables, splice cases, manholes, hand holes, and related and associated facilities installed in the Public
Rights- of- Way, and when specifically authorized by the Town on other Town-owned property, and which are used to
provide Fiber Optic Communications Services.
"Telecommunications" has the same meaning as defined in A.R.S. § 9-581(4), as amended.
"Telecommunications Services" has the same meaning as defined in A.R.S. § 9-581(6), as amended.
“Town” means the Town of Marana, Arizona.
"Town Council" means the Council of the Town of Marana.
“Town Dedicated Conduit” has the meaning set forth in Section 4.2.
“Video Programming” means programming that is provided by, or generally comparable to programming provided by, a
broadcast television station.
SECTION 2. PERMISSION GRANTED
2.1. Grant. Subject to the provisions of this License, the Marana Town Code, and Arizona and federal law, the Town
grants to Licensee nonexclusive and revocable rights and nonexclusive and revocable privileges as set forth in this
License to construct, install, operate, and maintain its System in the Public Rights-of-Way and on other Town-owned
property.
2.1.1 At any time during the term of this License, Licensee may apply to the Town for Right-of-Way Use Permits
that set forth the specific location of Licensee’s System and other terms and conditions as provided in Exhibit B
Exhibit A to Marana Resolution No. 2023-080
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TOWN OF MARANA FIBER OPTIC COMMUNICATIONS LICENSE ISSUED TO TING INTERNET, LLC 4
hereto. The Town may approve, deny, or conditionally approve Licensee’s Right-of-Way Use Permit application
based on the following, but not exclusive, reasons: (i) availability of space at the location sought by Licensee; (ii)
public health, safety, and welfare; and (iii) other considerations in accordance with this License (including Exhibit
B) and applicable construction regulations, and other applicable law.
2.1.2 Subject to the permission of the affected property owner, this License also authorizes Licensee to place its
System on property owned by third parties, such as an electric utility company or other private property owners;
provided, however, the System installed or constructed by Licensee on the private property must comply with
applicable Town regulations and other applicable laws. Upon request from the Town, Licensee must promptly
furnish to the Town documentation of the third party’s permission. By executing this License, the Town does not
waive any rights that Town may have against any public utility or other third party to require such owners to obtain
the Town’s prior approval for such uses of their property or facilities, or that revenues received by any public utility
or other property owner from Licensee be included in the computation of the use fees owed by such parties to the
Town.
2.1.3 No component or part of Licensee’s System may be installed, constructed, located on, or attached to any
property within the Town until Licensee has applied for and received approval for a Right-of-Way Use Permit or
other applicable permit under the Marana Town Code and this License. Additionally, Licensee must comply with
all other provisions of the Marana Town Code and this License related to construction, including without limitation
the requirements set forth in Marana Town Code Section 12-7-9 regarding work on asphalt pavements having an
overall condition index (OCI) of over 70, and other applicable Town regulations. Notwithstanding the foregoing,
Licensee may deviate from Marana Town Code Section 12-7-9(E) as follows: with respect to Licensee’s work in
the Public Rights-of-Way, permanent pavement repairs as the result of daylighting (potholing) associated with
safe construction pursuant to Arizona’s underground locates laws (A.R.S. §§ 40-360.21 through 40-360.32), shall
be a minimum of 1 foot by 1 foot asphalt restoration, for each excavation to be completed for daylighting
(potholing), and no more than 2 square feet total. Areas of restoration larger than 2 square feet may be subject to
applicable provisions of the Marana Town Code.
2.1.4 Any right or privilege claimed under this License by Licensee for any use in the Public Rights-of-Way and on
other Town-owned property is subordinate to any Town prior or subsequent lawful occupancy or use or any other
governmental entity and is subordinate to any prior easements, provided, however, nothing in this License
extinguishes or otherwise interferes with the Parties’ property rights established independently of this License.
2.1.5 Nothing in this License will be construed to prevent the Town from abandoning, altering, improving,
repairing, or maintaining the Town’s facilities in the Public Rights-of-Way, and for any or more of such purposes
or any other lawful purpose requiring Licensee to remove, relocate, or abandon in place Licensee’s System to
accommodate the Town’s projects and activities (a “Required Relocation”). Licensee shall be responsible for its
own costs of any Required Relocation of Licensee’s System or any portion thereof, provided, however, that Town
shall take all reasonable actions to minimize costs of any such Required Relocation to Licensee, including without
limitation making reasonable efforts on its own and in cooperation with Licensee to seek reimbursements and
other available federal or state funding that, under applicable law, may be used by municipalities to fund or
subsidize the costs of relocating underground facilities, and passing through to Licensee its pro-rata portion
(based on the linear feet of Licensee’s facilities subject to the Required Relocation as a share of the total linear
feet of the Public Rights-of-Way that is abandoned, altered, improved, repaired, or maintained) of any funds
received by Town from federal or state funding sources for such purpose. The Town will not be liable for
Licensee’s lost revenues, however caused, due to any Town activity or project in the Public Rights-of-Way, when
such costs or lost revenues result from the construction, operation, or maintenance of Town facilities and any
other lawful project or activity in the Public Rights-of Way; provided, however, that the Town’s activities and
projects that result in such costs or lost revenues to Licensee are conducted in accordance with applicable laws
and regulations. Required Relocations must be accomplished in accordance with the directions from Town
including the Town’s reasonable construction schedule and made under the same terms and conditions as the
initial installation allowed pursuant to this License and Right-of-Way Use Permit. Licensee must reimburse the
Town for any direct or indirect damages incurred by the Town as a result of unreasonable delays in the Required
Relocation caused by Licensee's negligence, willful misconduct, or undue delay.
2.2 Description of the Services, System, and its Construction.
Exhibit A to Marana Resolution No. 2023-080
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TOWN OF MARANA FIBER OPTIC COMMUNICATIONS LICENSE ISSUED TO TING INTERNET, LLC 5
2.2.1 Licensee may use its System only to provide Fiber Optic Communications Services, including Broadband
Service. Licensee represents and warrants that Licensee does not provide services that are considered
Telecommunications Service, Cable Service, or Video Programming service.
2.2.2 Licensee acknowledges, represents, warrants, and agrees that: (i) the Services authorized under this
License do not require a Certificate of Convenience and Necessity (“CC&N”) or other legal authorization; (ii) if a
CC&N or other authorization is required by law for certain Services, Licensee agrees that it will not provide these
Services under this License until Licensee receives the proper authorization; (iii) if Licensee obtains a CC&N or
other legal authorization during the term of this License, Licensee will furnish a copy of any legal authorization to
Town as provided in this License within 30 days of receipt of the same or the Effective Date, whichever is later;
and (iv) Licensee will indemnify, defend, save, and hold harmless the Town as provided in this License and
assume all liability and risk for Licensee’s failure to possess the proper legal authorization to provide some or all
of the Services under this License.
2.2.3 As part of Licensee’s authorized System, Licensee may install empty conduit and dark fiber within the Public
Rights-of-Way or on other Town-owned property.
2.2.4 Licensee must obtain the proper and necessary Right-of-Way Use Permit before Licensee begins any work
or construction in the Public Rights-of-Way. Licensee must obtain any other applicable permit before Licensee
begins any work or construction on Town-owned property or public Rights of Way.
2.2.5 Unless otherwise permitted by applicable law or this License and associated exhibits, including, for the
avoidance of doubt, the construction specifications set out in Exhibit C hereto, Licensee must install and construct
Licensee’s System in accordance with the Marana Town Code and this License. Licensee may lease fiber or other
assets as it deems necessary from other Persons to provide service to business customers. It is the Parties’ intent
that the Parties will work to minimize inconvenience to Marana residents and other Public Rights-of-Way users.
Before Licensee installs the System, Licensee shall submit plans and specifications for proposed construction to
the Town for approval, which approval the Town will not unreasonably delay or withhold. All work on Licensee’s
System shall comply with all lawful and reasonable requirements of Town, and must follow and comply with
industry best practices and standards, which shall be deemed to include the construction specifications set out in
Exhibit C.
2.2.6 Any changes to the System that would have required approval in Licensee’s initial Right-of-Way Use
Permit for the affected part of the System must be approved in writing by Town, whose approval will not be
unreasonably withheld, delayed, or conditioned.
2.2.7 Licensee’s installation of the System must be reasonably coordinated with other utilities and Town to
accommodate construction being simultaneously undertaken at the same location by another utility. In
accordance with applicable law, all installations must be located underground unless an exception is granted by
the Town Engineer; provided, however, that nothing in this License requires Licensee to incur any additional
expense to accommodate common installations. The provisions relating to additional expense in the foregoing
sentence relate only to coordinated common installations and are not applicable to any other section of this
License.
2.3 Location of the System.
2.3.1 At the time of proposed construction, Licensee must submit a Right-of-Way Use Permit application(s)
together with the details, plans, and specifications for Town’s review and approval, and pay all applicable
application, review, and inspection fees required by Section 4.6 before any and all construction work is performed
under the rights and privileges granted under this License. The proposed locations of Licensee’s planned
installation of its System, including related facilities or equipment, is depicted on the map attached and made a
part of this License as Exhibit A (“Service Area”). The System may be depicted more specifically in the Right-of-
Way Use Permit process, as reasonably required by Town, and shall be updated annually on the Anniversary Date
of this License. Proposed locations of the System that are part of any Right-of-Way Use
Permit(s) must also be made a part of a general depiction of Licensee’s System in Exhibit A and must be
Exhibit A to Marana Resolution No. 2023-080
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TOWN OF MARANA FIBER OPTIC COMMUNICATIONS LICENSE ISSUED TO TING INTERNET, LLC 6
updated at the time of License renewal or amendment.
2.3.2 If Licensee desires to change the location of any of the System, including any related facilities or
equipment, from the location depicted in initial Right-of-Way Use Permit application(s), Licensee must submit
revised plans to apply for and obtain approval for an amendment to the Right-of-Way Use Permit prior to
installation and construction of the facilities or equipment.
2.4 Licensee Use of Town Conduit
2.4.1. The Town has constructed and is the owner, in whole or in part, of an Intelligent Transportation Systems
(ITS) conduit system constructed for the purposes of telecommunications connectivity in Marana,
Arizona comprised of conduit, innerduct, manholes, handholes, vaults, pull boxes, and support structures
needed for the use of the ITS conduit.
2.4.2 Licensee desires to acquire from the Town, from time-to-time and as the need arises, the right to use
certain ITS conduit within portions of the Town for the purpose of installing Licensee facilities, which
includes but is not limited to fiber optic cables, innerduct, tracer wires, equipment and associated
hardware, owned and/ or utilized by Licensee, and the Town desires to allow Licensee to use such
certain ITS conduit in the Town's system.
2.4.3 The following definitions shall apply to this Section 2.4:
“Additional Conduit” means Conduit for which Licensee is granted a right to use after the Effective Date of this
License and which is made subject to this License pursuant to the execution of one or more Conduit Request(s)
(as defined in this Section 2.4.3 below). Upon the execution of a Conduit Request by both parties, the term
“Additional Conduit” shall be included in the definition of “Conduit” for all purposes under this License.
“Connected Points” means the beginning and ending points of the Conduit as more specifically described in a
Conduit Request.
“Conduit” means the system of four-inch Intelligent Transportation Systems (ITS) conduit, innerducts, shared
manholes, handholes, vaults, pull boxes, support structures, and assist points needed for the use of the ITS
conduit, together with certain other associated facilities owned or operated by the Town that provide
communications continuity between the Connected Points and to which Licensee is granted use of from the Town
pursuant to this License, as it may be amended from time to time. For the purposes of this License, “Conduit”
does not include Town owned conduit installed for traffic signal operations and street lighting.
“Conduit Request” means an executed supplement to this License, a form of which is attached hereto and
incorporated herein by this reference as Exhibit E.
“Equipment” means the telecommunications equipment owned or used by Licensee to generate signals across
fiber optic cable, or copper cables, as the case may be, including tracer wires, equipment, and associated
hardware.
“Facilities” means fiber optic or copper cables and associated hardware and conduit.
“Fiber Cable” means the fiber optic cable sheath installed in the Conduit and owned by Licensee.
“Innerduct” means a system of three 1.25-inch smaller conduit (or tubes) used to subdivide larger conduit ducts
for the placement of optical fiber cables in the underground conduit system.
“Manhole” means a below ground level enclosure entered through a hole on the surface covered with a cast iron,
cast aluminum, steel, concrete or other cover, which personnel may enter and use for the purpose of installing,
operating, and maintaining facilities associated with a fiber optic communications system. As used in this License,
the term “Manhole” refers to manhole structures owned or operated by the Town and which are components of
the Conduit.
“Pull Box '' means a buried No. 7 pre-cast concrete box with an extension and a removable cover as identified in
Pima Association of Governments Standard Details, used to facilitate the pulling of cables.
Exhibit A to Marana Resolution No. 2023-080
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TOWN OF MARANA FIBER OPTIC COMMUNICATIONS LICENSE ISSUED TO TING INTERNET, LLC 7
“Route” means the physical path of the Conduit required to provide continuity between the Connected Points, as
more specifically described in each Conduit Request.
“Splice” means the splicing or terminating of fiber optic cables, copper cables, or both.
“Vault” means a pre-cast concrete buried Arizona Department of Transportation No. 9 pull box with a lid for pulling
and terminating fiber optic cable runs.
2.4.4 The Town hereby grants to Licensee a non-exclusive right to access and use the Conduit, Connected
Points, Vaults, Pull Boxes, and Manholes, including permission to install Fiber Cable in the Conduit, to
interconnect Licensee’s own conduit network with the Conduit, and to terminate or Splice Fiber Cable at
the Connected Points, and to provide all necessary maintenance and repairs to the Conduit, subject to
the conditions set forth in this License. Licensee may interconnect its conduit to the Manholes or Conduit
to facilitate the Splices. All work is to be performed by Licensee at Licensee’s sole cost and expense.
2.4.5 Licensee shall mark with a stamp or medallion (or other form of identification) each Town Pull Box cover
where Licensee has placed Fiber Cable.
2.4.6 If Licensee requires the use of Conduit that is not currently populated with three 1.25-inch Innerducts,
Licensee shall be required to install a system of three 1.25-inch Innerducts in the empty Conduit prior to
use. Licensee shall notify the Town of empty Innerducts installed by but not being used by Licensee and
those empty Innerducts shall be made available for Town use.
2.4.7 If Licensee requires the use of Conduit that is populated with Town fiber optic cable but no Innerduct,
Licensee shall install Innerduct and maintain Town fiber optic cable.
2.4.8 No Splices shall be made in Town-owned Pull Boxes. Splices may be made in Vaults.
2.4.9 Licensee shall be responsible for repairing any damage that Licensee causes to Town owned Conduit,
Pull Boxes, Vaults or fiber optic cable.
2.4.10 Licensee’s right to use Additional Conduit shall be memorialized in separate and independent Conduit
Requests. Licensee may request the inclusion of Additional Conduit by executing a Conduit Request, in
the form attached hereto as Exhibit E. Approval of a Conduit Request, when deemed to be technically
and operationally feasible in the sole reasonable discretion of the Town, shall not be unreasonably
withheld, conditioned or delayed by the Town. The Town shall not unreasonably condition or delay
execution of a Conduit Request. The Town shall review and act on Conduit Requests within 15 Town
business days of receipt of the request. Subject to the provisions of Section 2.4.16 below, Licensee shall
be solely responsible for costs associated with use of Additional Conduit. Upon execution, the Conduit
Request will be incorporated into this License and fully subject to the terms and conditions of this
License.
2.4.11 Each Conduit Request executed pursuant to this License shall continue in effect until terminated by
Licensee as set forth in this License, or until expiration of the term of this License. Licensee may
terminate a Conduit Request, or Route within a Conduit Request, at any time upon 90 days’ prior written
notice to the Town. Upon termination or expiration of a Conduit Request, or a Route within a Conduit
Request, the right to use granted by that Conduit Request shall immediately terminate, all rights granted
to Licensee for use of the Conduit shall terminate, and neither Party shall owe the other any further duties
or consideration. Licensee shall remove all Licensee Property from the Conduit as prescribed in Section
2.4.21 of this License, unless the Town gives Licensee permission to abandon any Facility or Equipment
laid, directly constructed, operated, or maintained.
2.4.12 Any Conduit Request must be jointly approved by the Town’s Technology Services Director and the
Town Engineer, or their respective designees.
2.4.13 Licensee shall pay the Town a fee for the right to use granted under each Conduit Request pursuant to
this License as follows:
2.4.13.1 The fee shall be calculated by multiplying the total aggregate length of the Conduit, in feet, by the
applicable per foot rate, per year and shall be paid on an annual basis.
Exhibit A to Marana Resolution No. 2023-080
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TOWN OF MARANA FIBER OPTIC COMMUNICATIONS LICENSE ISSUED TO TING INTERNET, LLC 8
2.4.13.2 The Conduit use rate for the initial term of this License is $0.40 per foot, per year.
2.4.13.3 The payment period for each Conduit Request shall begin on the applicable Conduit Request
Acceptance Date (as defined in Section 2.4.16 below) and conclude upon termination or expiration
of the Conduit Request for the Conduit in use. The fee shall be due and payable by Licensee
annually on July 30 of each year for the fiscal year in which the payment is received (July – June
Town fiscal year) and will be prorated for any conduit Request placed during that fiscal year,
payable 30 days after the applicable Conduit Request Acceptance Date.
2.4.13.4 All charges for Conduit are net of Applicable Taxes (as defined below). Except for taxes or
surcharges based on the Town’s corporate existence, status, net income, corporate property taxes,
or payroll taxes, Licensee will be responsible for all Applicable Taxes that arise in any jurisdiction,
including, without limitation, consumption, sales, use, gross receipts (except those in lieu of income
taxes), excise or other taxes, fees, charges or surcharges, however designated, imposed on,
incident to, or based upon the provision, sale, or use of the Conduit (collectively “Applicable Taxes”).
The Town represents that it has paid all applicable sales or use tax with respect to the Conduit on
the basis that the Conduit was incorporated in real property at the time it was installed in the Town’s
system, and the Parties agree to treat the transactions contemplated in this License in a manner
consistent with that position. Licensee shall pay and be solely responsible for any state or local
transfer taxes and sales taxes arising from the transactions contemplated by this License, and shall
indemnify the Town for all such taxes assessed against or paid by the Town.
2.4.14 The Conduit shall remain the property of the Town and will never be deemed a fixture to any real property
owned by Licensee or any third party. The Town and Licensee will each retain title to all of their
respective equipment, cable, electronics and facilities used in connection with this License.
2.4.15 Upon request of the Licensee, the Town will provide Licensee with CADD as-built plans that include the
Conduit. No later than 30 days after each installation of Licensee facilities in the Conduit, Licensee will
provide the Town with CADD as built plans of all Licensee facilities placed in the public right-of-way.
2.4.16 The Town does not guarantee that the condition of the Conduit is acceptable for Licensee’s purposes.
Licensee shall have 20 days after being notified by the Town that Conduit is ready for acceptance
inspection to inspect, accept or reject the Conduit (hereinafter “Inspection Period”). Licensee will perform
such tests as it deems necessary to determine the acceptability of the Conduit for its intended use. All
testing shall be at the sole cost of Licensee. If, based on the sole determination of the Licensee, the
Conduit is deemed unacceptable, the Town will assign, where available, different Conduit to the
Licensee. If any Conduit made available to Licensee along a Route fails to meet Licensee’s acceptance
criteria, Licensee shall be entitled, at Licensee’s sole discretion, to either (i) repair the unacceptable
Conduit, at Licensee’s sole cost and expense, or (ii) reject the affected portion of Conduit and be
released from any further related obligations without affecting other rights granted by this License, or (iii)
terminate this License and be released from any further obligations under the License. The “Acceptance
Date” shall be (a) the date Licensee notifies the Town in writing that it has accepted the Conduit, or (b) if
Licensee fails to respond within the Inspection Period, the date following expiration of the Inspection
Period.
2.4.17 Each Party is responsible for the safety and health of its employees, agents, and contractors while
working on the Conduit, or the facilities installation pursuant to this License. Each Party shall comply with
all applicable rules and regulations, as well as all local, state and federal environmental, health and safety
requirements, including without limitation those relating to the use and handling of hazardous materials.
2.4.18 Licensee shall be responsible for obtaining all applicable permits, licenses, or other forms of approval or
authorization necessary to install its facilities in the Conduit, prior to installation. This includes Licensee’s
obligation to obtain a right-of-way use permit pursuant to Marana Town Code Chapter 12-7 (Construction
in town rights-of-way) each time Licensee or its contractor installs, replaces, or maintains its facilities in
the Conduit.
2.4.19 Licensee shall be responsible for ownership, maintenance, and operation of its Facilities installed in the
Conduit and for compliance with all applicable laws and regulations regulating the same. Licensee shall
Exhibit A to Marana Resolution No. 2023-080
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TOWN OF MARANA FIBER OPTIC COMMUNICATIONS LICENSE ISSUED TO TING INTERNET, LLC 9
at all times retain exclusive right, title, and interest in the Facilities or any other Equipment installed by
Licensee pursuant to this License.
2.4.20 Licensee, its agents or subcontractor may perform industry standard maintenance, locates and repairs for
the Conduit to ensure proper protection and functioning of the Conduit, subject to all permits and
authorizations required by applicable law, to be secured at Licensee’s sole expense. Licensee shall bear
all costs associated with industry standard maintenance, locates and repairs of the Conduit during the
Term of this License.
2.4.21 The Town may give Licensee permission to abandon, without removing, any Facility or Equipment laid,
directly constructed, operated, or maintained in the Conduit pursuant to this License.
2.4.21.1 Except for Facilities and Equipment authorized to remain in place pursuant to the preceding Section
2.4.23, Licensee shall, within a reasonable period of time, remove all abandoned Facilities and
Equipment installed in the Conduit and shall restore any affected right-of-way to its former state at
the time the Facilities and Equipment were installed in the Conduit.
2.4.21.2 Licensee shall refill, at its own expense, any excavation made by Licensee and shall leave all right-
of-way in as good condition as existed prior to the removal without materially interfering with any
electrical or telephone cable or other utility wires, poles or attachments.
2.4.21.3 The Town shall have the right to inspect and approve the condition of the Facilities and the public
right-of-way prior to and after removal from the Conduit.
2.4.21.4 The liability, indemnity and insurance provisions of this License shall continue in full force and effect
during the period of removal and until full compliance with the terms and conditions of this Section
2.4.21.
2.4.21.5 Upon Licensee’s abandonment of its Facilities pursuant to this section 2.4.21 the exclusive right to
use the Conduit is returned to the Town.
2.4.22 If the Town is required or desires to remove any of the Conduit, the Town agrees to provide Licensee not
less than 60 calendar days’ prior written notice of such removal. Upon receipt of the notice, Licensee
shall have 45 calendar days to remove all Equipment from the affected use area. Licensee shall be
entitled, at Licensee’s sole discretion, to either terminate the Conduit Request(s) covering the affected
portion of Conduit and be released from any further obligations related thereto without affecting other
rights granted in paragraph 2 above, or to terminate this License as provided in paragraph 4 above.
2.4.23 If any provision of this Section 2.4 conflicts with another provision of this License, this Section 2.4 shall
take precedence for purposes of the Licensee’s use of Town Conduit only.
SECTION 3. SCOPE
3.1 Use of Licensee’s System by Others. This License authorizes Licensee in its ordinary course of business: (i) to lease
to or contract with others for use of all or part of the System, attach to poles and/or store aerial fiber for purposes of
leasing or contracting with others for use of all or part of the system, and (ii) to sell or lease dark fibers, conduit, or any
other facilities that are parts of the System to others that have an agreement, franchise, or other licenses with the Town to
use the Public Rights-of-Way or other Town-owned property. Under this section, Licensee must first provide written notice
to the Town of the identity of the proposed user or purchaser and a description of the proposed use or sale arrangement.
In the event the lease or agreement provides for the other entity to construct, install, operate, or maintain any of Licensee's
System, no such arrangement may proceed until the other entity enters into a license with the Town for use of the Public
Rights-of-Way. Licensee may not allow third parties to use its System for any use for which Licensee itself does not have
authority under this License.
3.2 Joint Trenching. Licensee’s installation of the System must be reasonably coordinated with other utilities and the Town
to accommodate opportunities for common installation along with Licensee’s project as set forth in this license. All
installations must be located in conduit unless otherwise approved by the Town Engineer.
Exhibit A to Marana Resolution No. 2023-080
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TOWN OF MARANA FIBER OPTIC COMMUNICATIONS LICENSE ISSUED TO TING INTERNET, LLC 10
3.3 Compliance with Laws. Licensee must comply with all applicable laws as amended from time to time, including but not
limited to, the Marana Town Code and Arizona and federal law, in the exercise and performance of its rights and
obligations under this License. If it is necessary for Licensee to comply with any law or regulation of the FCC or the
Arizona Corporation Commission (“ACC”) to engage in the business activities anticipated by this License, Licensee must
comply in all material respects with such laws or regulations as a condition precedent to exercising any rights granted by
this License; provided; however, that no such law or regulation of the FCC or ACC may enlarge or modify any of the rights
or duties granted by this License without a written modification to this License.
3.4 Reports.
3.4.1 Upon request, Licensee will provide to Town copies of any communications and reports submitted by
Licensee to any federal or state regulatory commission or agency with jurisdiction regarding any matters
that directly affect this License, subject to the same confidentiality protections, if any, applicable to the
federal or state regulatory submission.
3.4.2 In addition to the reports required in Section 4.1.3 of this License, upon Town’s reasonable request,
Licensee will provide Town with regular reports, as needed, to establish Licensee’s compliance with the
various requirements, fees, and other provisions of this License.
3.5 Non-Interference.
3.5.1 Licensee’s System must be constructed, installed, operated, and maintained to interfere as little as
possible with traffic or other authorized uses over, under, or through the Public Rights-of-Way and on other
Town-owned property. All phases of permitting, construction, traffic control, backfilling, compaction and paving,
and the location or relocation of the System are subject to Town’s jurisdiction and authority. Licensee must keep
accurate construction and installation records of the location of all its System and facilities, both aboveground
and underground within the Town and furnish them to Town within 30 days of installation. Licensee must furnish
such information in an electronic format compatible with the then current Town electronic format.
3.5.2 Licensee must locate and relocate, at its own expense, any facilities, equipment or other encroachment
installed or maintained in, on, or under the Public Rights-of-Way and on other Town-owned Property as may be
necessary to facilitate any public purpose or any governmental action by Town whenever directed to do so by
Town in writing on a non-discriminatory basis. Such relocations must be accomplished in accordance with the
directions from Town including the Town’s construction schedule and made under the same terms and
conditions as the initial installation allowed pursuant to this License and Right-of-Way Use Permit. Licensee must
reimburse the Town for any direct or indirect damages incurred by the Town as a result of delays in locations or
relocations as required by this paragraph if caused by Licensee's negligence, willful misconduct, or undue delay.
3.5.3 Licensee agrees to obtain construction and excavation permits as required by this License prior to
removing, abandoning, relocating, or repairing any portion of its System in the Public Rights-of-Way and on
other Town-owned property. Notwithstanding the foregoing, Town understands and acknowledges there may be
instances when Licensee is required to make repairs that are of an emergency nature or in connection with an
unscheduled disruption of the System. Licensee will maintain any annual permits required by the Town for such
repairs. Licensee will notify Town, if practicable, before the repairs and will apply for and obtain the necessary
permits the next business day after the repairs are initiated.
SECTION 4. FEES, CHARGES, PERFORMANCE BOND, DAMAGE TO THE PUBLIC RIGHTS-OF-WAY AND
OTHER TOWN-OWNED PROPERTY
Except as expressly stated otherwise herein, Licensee will be solely responsible for the payment of all fees
and charges in connection with Licensee’s performance under this License, including those set forth below.
4.1 Annual Fee.
Exhibit A to Marana Resolution No. 2023-080
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TOWN OF MARANA FIBER OPTIC COMMUNICATIONS LICENSE ISSUED TO TING INTERNET, LLC 11
4.1.1 Licensee must pay an annual fee to use the Public Rights-of-Way and other Town-owned property under the
terms and conditions of this License and as calculated and assessed under this Section 4.1 (collectively “Annual
Fee”), subject to any offset provided for in Section 4.2 (In-Kind).
4.1.2 Licensee must pay an Annual Fee equal to $2.43 per linear foot of the System located in the Public Rights-of
Way or on other Town-owned property used to provide Fiber Optic Communications Services (the “Per Linear
Foot Fee”) up to a maximum amount that shall not exceed 3% of Licensee’s annual Gross Broadband Revenue
(the “Annual Fee Cap”). Town may, but is not obliged to, accept in-kind consideration in lieu of all or any portion of
the Annual Fee if offered by Licensee.
4.1.3 On each Anniversary Date, Licensee will report to the Town (i) the amount of linear feet of those portions of
the System, if any, subject to the Annual Fee under Section 4.1.2 permitted and installed in the Public Rights-of-
Way or on other Town-owned property (the “Linear Feet Total”) and a statement showing the product of multiplying
the Linear Feet Total by the Per Linear Foot Fee (or Adjusted Per Linear Foot Fee (as defined in Section 4.1.5), as
applicable); and (ii) a summary of Licensee’s Gross Broadband Revenue for the twelve-month period ending on
the last day of the calendar quarter ending no less than ninety (90) days prior to the Anniversary Date, multiplied
by 3%. If the amount calculated under Section 4.1.3(ii) is greater than the amount calculated under Section
4.1.3(i), the Annual Fee Cap will not be applicable and the Annual Fee shall be equal to the amount calculated
under Section 4.1.3(i). If the amount calculated under Section 4.1.3(ii) is less than the amount calculated under
Section 4.1.3(i), the Annual Fee Cap will be applicable and the Annual Fee shall be equal to the amount calculated
under Section 4.1.3(ii). Licensee shall pay the amount of Annual Fee that is due no later than sixty (60) days
following its receipt of an invoice from Town after each Anniversary Date. The Licensee must pay and the Town
must receive any Annual Fee that is due, as calculated in the preceding sentences, before the Town will issue any
new Right-of-Way Use Permits for additional facilities or equipment in the Public Rights-of-Way or other Town-
owned property.
4.1.4 In the event Licensee cancels or returns a Right-of-Way Use Permit and does not construct or install the
System approved by such Right-of-Way Use Permit, the fees Licensee previously paid for the respective Right-
of-Way Use Permit may be applied as a credit to a future Annual Fee or may be refunded to Licensee by Town.
4.1.5 The Per Linear Foot Fee will be adjusted annually based on the percentage of change in the consumer price
index (“CPI”) for the previous twelve-month period. Any change in the Per Linear Foot Fee will be referred to
herein as the “Adjusted Per Linear Foot Fee.” In no event may the Adjusted Per Linear Foot Fee be less than the
Per Linear Foot Fee for the prior year. For purposes of this License, CPI is defined as the Western Region
Consumer Price Index for All Urban Consumers, All Items, as published by the Bureau of Labor Statistics (BLS),
United States Department of Labor. Base period 1982-84 = 100. Adjusted Per Linear Foot Fees will be effective
upon the next subsequent Anniversary Date. The change in CPI will be calculated based on the change in the CPI
for the previous twelve-month period. In the event that the BLS ceases publication of the specified CPI, Town and
Licensee may determine an agreeable inflation index that most clearly approximates the Western Region CPI for
the remaining term of the License.
4.2 In-Kind. Town may from time to time request Licensee to install additional conduit to be dedicated to Town’s
ownership and use for any purpose (“Town Dedicated Conduit”) in segments of the System that, at the time of the
request, have not yet been constructed. Licensee shall evaluate such requests and engage in good faith discussions with
Town as to the schedule, specifications, fair market value, and other terms and conditions of Licensee’s construction of
such Town Dedicated Conduit. If the Parties agree on such terms and conditions, which shall be memorialized in writing,
then upon Licensee’s completion of construction of the Town Dedicated Conduit, Licensee shall dedicate the same to
Town by a bill of sale substantially in the form attached hereto as Exhibit F. The agreed upon fair market value of Town
Dedicated Conduit in a given year shall be offset against the total amount next due and payable by Licensee to Town,
including the Annual Fee and Area Permit Fee. Unless otherwise agreed to by the Parties, the fair market value of Town
Dedicated Conduit shall be the sum of: (i) Licensee’s actual incremental cost of installing the Town Dedicated Conduit,
and (ii) a proportionate share of Licensee’s fixed costs of installation of the segment of the System in which the Town
Dedicated Conduit is located, calculated based on the total linear feet of the Town Dedicated Conduit as a percentage of
the total linear feet of the conduit installed in such segment of the System.
4.3 Failure to Pay. Any undisputed amounts not paid by Licensee when due as described in this License shall bear
Exhibit A to Marana Resolution No. 2023-080
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TOWN OF MARANA FIBER OPTIC COMMUNICATIONS LICENSE ISSUED TO TING INTERNET, LLC 12
interest at the rate of 1.5%, or the highest lawful rate, whichever is less, from the date due until paid. If it is determined
that Licensee owes a disputed amount, the amount shall accrue interest from the date the amount was originally due.
4.4 Invoice and Payment Information:
4.4.1 The Town will send invoices for fees and charges under this License to Licensee at the following
address:
Ting Internet, LLC.
c/o Tucows, Inc
96 Mowat Avenue
Toronto, ON, M6K 3M1 Canada
Invoicing contact information: Phone: 520.545-0400
Email: ap_fiber@ting.com
4.4.2 Licensee will send payment to Town under this License made payable to the “Town of Marana” at the
following address:
Town of Marana
ATTN: Finance Department
11555 W Civic Center Dr
Marana, AZ 87653
Phone: 520-382-1999
Email: financemgr@maranaAZ.gov
4.5 Taxes. Licensee must obtain any required business/sales tax licenses and pay any generally applicable Town,
county, and state transaction privilege and use tax. The Annual Fee must not be an offset to any transaction privilege tax
due and owing by Licensee.
4.6 Permit Fees and Construction Costs. In addition to the fees and taxes set forth in this Section 4, Licensee must pay
$150,000 per year (Area Permit Fees) in lieu of all permitting, plan review, inspection, testing or other applicable fees
associated with the permitting and construction of the first three (3) years. After the first three (3) years, Licensee shall
then pay those fees and charges for Right-of-Way Use Permit applications, inspection, testing, plan review, pavement
damage fees, and any other fees adopted by Town and applicable to Persons doing work in the Public Rights-of-Way or
on other Town-owned property at the time of Licensee’s application(s). The Parties acknowledge and agree that
Licensee’s payment of the Area Permit Fees is to reimburse Town for the additional resources that Town will commit to
process and approve Right-of-Way Permit and other required construction and excavation permits in a timely manner.
Accordingly, as long as Licensee is not delinquent in the payment of Area Permit Fees and Annual Fees, Town shall
process and approve all Right-of-Way Permit applications and other required construction and excavation permit
applications within 30 business days of its receipt of the same.
4.7 Performance Bond. In lieu of the bonding requirements set forth in Marana Town Code § 12-7-5(B)(6), Licensee
must furnish a performance bond as set forth below.
4.7.1 Amount; Purpose. Within 45 days after the Effective Date of this License, Licensee must furnish the Town
with a surety bond (“Bond”) in the amount of $150,000 issued by a corporate surety or financial institution
reasonably acceptable to Town and authorized to do business in the State of Arizona. The Bond will be used to
ensure: (i) the faithful performance by Licensee of all provisions of this License; (ii) compliance with all orders,
permits, and directions of any Town department having jurisdiction over Licensee’s acts or defaults under this
Exhibit A to Marana Resolution No. 2023-080
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TOWN OF MARANA FIBER OPTIC COMMUNICATIONS LICENSE ISSUED TO TING INTERNET, LLC 13
License; and (iii) Licensee’s payment of any penalties, liquidated damages, claims, liens, and taxes due to the
Town that arise by reason of the construction, operation, or maintenance of the System, including cost of
removal or abandonment of any of Licensee’s property.
4.7.2 Claims Against Bond. Town may make a claim against the Bond pursuant to the terms of the Bond.
Payments to Town under the terms of the Bond shall not be deemed a cure of the default that led to the claim and
payment. Town may not seek recourse against the Bond for any costs or damages for which Town has previously
been compensated through a payment under the Bond or otherwise by Licensee. Payment of any claim under the
Bond shall constitute a credit against the amount of the applicable liability of Licensee to Town, but only to the
extent of such payment.
4.7.3 Replenishing. The terms of the Bond shall provide that, if a claim is paid under the Bond, the full amount of
the Bond shall remain in effect as surety for any subsequent claims that may be made by Town.
4.8 Damage to Public Rights-of-Way or Town-owned Property. Whenever the installation, removal, or relocation of any of
Licensee’s System is required or permitted under this License, and such installation, removal, or relocation causes damage
to Public Rights-of-Way or other Town-owned property, Licensee at its sole cost and expense must promptly repair and
return Public Rights-of-Way or other Town-owned property in which the System components are located to a safe and
satisfactory condition in accordance with applicable laws and to the specifications of the Town Engineer. Licensee shall not
be obligated to install or provide any betterment or upgrade that would exceed the characteristics of such Public Right-of-
Way or Town-owned property prior to the disturbance or damage by Licensee. If weather conditions or the availability of
materials delay permanent pavement restoration, Licensee shall provide a temporary cover consistent with industry practice
until a permanent restoration can be completed. If Licensee does not initiate the action to repair the Public Rights-of-Way or
other Town-owned property as just described, then Town shall have the option, upon 15 days’ prior written notice to Licensee,
to perform or cause to be performed such reasonable and necessary work on behalf of Licensee and to charge Licensee for
the actual costs incurred by the Town at Town’s standard rates, plus an administrative fee of 15%. Upon the receipt of a
demand for payment accompanied by detailed explanation of cost and fees incurred by Town, Licensee must, within 30
days, reimburse Town for such costs. Licensee agrees to pay within 30 days from the date of issuance of an invoice and
explanation of costs and fees from Town.
SECTION 5. TERM OF LICENSE
The term of this License and duration of the rights, privileges, and authorizations granted hereunder will be for ten (10)
years from the Effective Date. The term will automatically renew for up to three additional five (5) year terms unless
written notice of termination is provided by either Party no less than six (6) months before the end of the initial term or
any renewal term.
Exhibit A to Marana Resolution No. 2023-080
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TOWN OF MARANA FIBER OPTIC COMMUNICATIONS LICENSE ISSUED TO TING INTERNET, LLC 14
SECTION 6. ACCEPTANCE AND VALIDITY
6.1 Written Acceptance. Licensee’s execution of this License constitutes Licensee’s acceptance of the License as granted
and Licensee’s agreement to be bound by and to comply with and to do everything, which is required of the Licensee by
this License. This License is effective upon the signature date of the last Party to sign this License.
6.2 Validity of License. Licensee must acknowledge that as a condition of acceptance of this License, Licensee was
required to be represented throughout the negotiations of the License by its own attorneys and Licensee had the
opportunity to consult with its own attorneys about its rights and obligations regarding the License. Licensee has reviewed
Town’s authority to execute and enforce this License and has reviewed all applicable law, both federal and state, and,
after considering the same, Licensee acknowledges and accepts the right and authority of Town to execute this License,
to issue this License and to enforce the terms herein, and Licensee agrees it will not contest or challenge Town’s authority
under applicable federal, state, or local law, as of the Effective Date, to enter into and enforce this License in any city,
state, or federal court, or regulatory or administrative agency.
SECTION 7. INSURANCE AND INDEMNITY
7.1 Insurance Responsibility. During the entire term of this License, Licensee must insure its property and activities and
must provide insurance and indemnification as follows. Licensee must procure and maintain, and must cause its
contractors to procure and maintain as provided in Section 7.2 below, until all their respective obligations have been
discharged, insurance against claims for injury to persons or damage to property that may arise from or in connection with
Licensee’s obligations under this License and Licensee’s activities including, but not limited to, the installation,
construction, relocation, removal, repair, operation, and maintenance of the System by Licensee, its agents,
representatives, employees, or contractors. The insurance requirements herein are minimum requirements for this License
and in no way limit the indemnity covenants contained in this License. The Town in no way warrants that the minimum
limits contained herein are sufficient to protect Licensee from liabilities that might arise out of this License by Licensee, its
agents, representatives, employees or contractors, and Licensee is free to purchase such additional insurance as may be
determined necessary.
7.2 Minimum Scope and Limits of Insurance: Licensee must provide coverage with limits of liability not less than those
stated below.
7.2.1 Commercial General Liability – Occurrence Form
Said insurance must also include coverage for products completed operations, independent contractors,
personal injury, property damage, and advertising injury.
Products – Completed Operations Aggregate $10,000,000
Each Occurrence $10,000,000
The policy must be endorsed to include the following additional insured language: "The Town of Marana, its
agents, representatives, officers, directors, officials, employees, and volunteers are named as an additional
insured with respect to liability arising out of the activities performed by Licensee." This endorsement may not
contain an exclusion or limitation of completed operations coverage as regards the additional insured except with
respect to the stated aggregate limits of liability.
The policy may not exclude the explosion/collapse/underground (“xcu”) hazard.
7.2.2 Automobile Liability – Bodily Injury and Property Damage for any owned, hired, and non-owned
vehicles used in the performance of work under this License.
Combined Single Limit (CSL) $1,000,000
Exhibit A to Marana Resolution No. 2023-080
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TOWN OF MARANA FIBER OPTIC COMMUNICATIONS LICENSE ISSUED TO TING INTERNET, LLC 15
7.2.3 Worker’s Compensation and Employers' Liability
Workers' Compensation Statutory
Employers' Liability
Each Accident $1,000,000
Disease – Each Employee $1,000,000
Disease – Policy Limit $1,000,000
Policy must contain a waiver of subrogation against the Town of Marana.
7.2.4. Tech E&O, Network Security and Privacy Liability Insurance (Cyber):
Technology E&O $5,000,000
Data Breach Liability $5,000,000
Sublimits:
Privacy Breach Expenses $2,000,000
Public Relations Expenses $2,000,000
Network Extortion $2,000,000
Network Business Interruption $2,000,000
Network Asset Damage $2,000,000
Privacy Regulatory Proceedings, Fines & Penalties $500,000
(a) In the event that the Tech E&O, Network Security and Privacy liability insurance required by this
License is written on a claims-made basis, Licensee warrants that any retroactive date under the policy
will precede the Effective Date of this License; and that either continuous coverage will be maintained or
an extended discovery period will be exercised for a period of two years beginning at the Effective Date of
this License. If such insurance is maintained on an occurrence form basis, Licensee must maintain such
insurance for an additional period of one year following termination or expiration of this License. If such
insurance is maintained on a claims-made basis, Licensee must maintain such insurance for an additional
period of three years following termination or expiration of this Licensee. If Licensee contends that any of
the insurance it maintains pursuant to other sections of this clause satisfies this requirement (or otherwise
insures the risks described in this section), Licensee must provide proof of same.
(b) The insurance must provide coverage for the following risks: (i) Liability arising from a Privacy Breach
(as defined below); (ii) Network security liability arising from the unauthorized access to the Licensee’s
Computer Systems, use of or tampering with the System including hacker attacks and, denial of service,
unless caused by a mechanical or electrical failure; and (iii) Liability arising from “Malicious Attack” (as
defined below).
(c) Cyber Definitions:
(1) “Privacy Breach” means the actual, alleged or suspected Unauthorized Collection
unauthorized release, disclosure or failure to protect from theft, loss or other
misappropriation, of Confidential Business Information or Personally Identifiable
Information, and shall include:
(i) Identity theft and identity fraud;
(ii) The violation of the Licensee’s procedures and policies intended to protect the confidentiality
of Confidential Business Information or Personally Identifiable Information by an employee
of the Licensee;
(iii) the unintentional violation by a Senior Executive of the Licensee’s procedures and
policies intended to protect the confidentiality of Confidential Business Information or
Exhibit A to Marana Resolution No. 2023-080
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TOWN OF MARANA FIBER OPTIC COMMUNICATIONS LICENSE ISSUED TO TING INTERNET, LLC 16
Personally Identifiable Information, or;
(iv) Actual or alleged violation of any federal, provincial, territorial, state, foreign or local
privacy statute or law directly resulting from the foregoing.
(v) Privacy Breach shall also include any actual or alleged failure to provide any required
notices in connection with the matters as described above in this paragraph.
(2) “Malicious Attack” means intentional hacking, damaging, corrupting or misusing the
Licensee’s Computer systems, including Unauthorized Access or the insertion of Malicious
Code by a third party or an employee of the Licensee. A Malicious Attack does not include
hacking or the insertion or Malicious Code by a Senior Executive if such hacking or
insertion of Malicious Code by a Senior Executive is intentional and with intent to cause
harm.
(3) “Malicious Code” means any virus, trojan horse, worm or other similar software program, code
or script intentionally designed to insert itself into computer memory, a computer file, onto a
computer disk or spread itself from one computer to another with intent to cause harm.
7.3 Hazardous Substances. Licensee does not anticipate that work under the license will require the movement of
Hazardous Substances. In the event that the work performed under the License requires the transportation of any
Hazardous Substances by motor vehicle, Licensee must inform the Town of Marana and obtain appropriate insurance.
7.4 Additional Insurance Requirements: The policies must contain, or be endorsed to contain, the following provisions:
Licensee’s insurance coverage must be primary insurance and non-contributory with respect to the obligations that
Licensee has undertaken under this License. The policies must contain a severability of interest clause and waiver of
subrogation against the Town, its officers, officials, agents, volunteers, and employees, for losses arising from work
performed by the Licensee under this License.
7.5 Notice of Cancellation: Each insurance policy required by the insurance provisions of this License will endeavor to
provide the required coverage and must not be canceled except after 30 days’ prior written notice has been given to the
Town. Such notice must be sent directly to the addresses listed below:
Town of Marana
Attention: Town Manager
11555 W Civic Center Drive
Marana, Arizona 85653
Phone: 520-382-1904
Email: townmanager@maranaAZ.gov
With a copy to: Marana Legal Department
11555 W Civic Center Drive
Marana, Arizona 85653
Phone: 520-382-1999
7.6 Acceptability of Insurers: Insurance is to be placed with insurers duly licensed or approved unlicensed companies in the
State of Arizona and with an "A.M. Best" rating of not less than A-VII. Town in no way warrants that the above-required
minimum insurer rating is sufficient to protect Licensee from potential insurer insolvency.
7.7 Verification of Coverage: Licensee must furnish Town with certificates of insurance (ACORD form or equivalent
approved by Town) and endorsements as required by this License. The certificates for each insurance policy are to be
signed by a person authorized by that insurer to bind coverage on its behalf. All certificates and endorsements are to be
received and approved by Town before work commences. Each insurance policy required by this License must be in effect
at or prior to commencement of work under this License and remain in effect for the duration of the License. Failure to
maintain the insurance policies as required by this License or to provide evidence of renewal is a material breach of this
License. All certificates required by this License must be sent directly to the Town of Marana at the addresses listed in
Section 7.5. The License number and description are to be noted on the certificate of insurance. At Town’s request,
Licensee must make copies of all insurance policies required by this Licensee available for Town’s review through a
representative and at a location within Maricopa County, Arizona designated by Licensee.
Exhibit A to Marana Resolution No. 2023-080
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TOWN OF MARANA FIBER OPTIC COMMUNICATIONS LICENSE ISSUED TO TING INTERNET, LLC 17
7.8 Contractors: Licensee’s certificate(s) contractors must maintain separate insurance as determined by Licensee
and contractors must name Town of Marana as an additional insured, however, contractor’s limits of liability must
not be less than $1,000,000 per occurrence, $2,000,000 aggregate.
7.9 Approval: Any modification or variation from the insurance requirements in this License must have prior approval
from the Office of the Town Attorney, whose decision will be final. Such action will not require a formal contract
amendment, but may be made by administrative action.
7.10 Indemnity.
7.10.1 Licensee shall defend, indemnify and hold harmless the Town, its Mayor and Councilmembers, officers,
agents, employees, boards, and commissions (collectively, including Town, “Town Indemnitees”) from and
against all third-party claims, demands, damages, losses and expenses of any nature (including an award
of reasonable attorneys’ fees), sustained by the Town Indemnities on account of any suit, judgment,
execution, claim or demand whatsoever arising out of or resulting from the acts or omissions of Licensee, its
customers, officers, agents, employees, contractors, successors or assigns (collectively, “Licensee and its
Agents”), or the performance of work by Licensee and its Agents pursuant to this License or the installation,
operation, or maintenance of the System, whether or not any act or omission complained of is authorized,
allowed or prohibited by this License (each, a “Claim”), except to the extent such Claim arises due to the
sole and active negligence or willful misconduct of the Town Indemnitees. The amount and type of
insurance coverage requirements set forth in this License will not be construed as limiting the scope of the
indemnity stated in this section. In the event of any Claim specified in this section, the Town Indemnitees
shall give reasonable, prompt notice to Licensee of such Claim. Failure of the Town Indemnitees to timely
give such notice to Licensee shall relieve Licensee of its indemnity obligations hereunder only to the extent
Licensee is actually prejudiced or damaged by such failure. Licensee shall have reasonable control of the
defense of any action or litigation of a Claim and all negotiations for the settlement or compromise of the
same, except that Licensee may not make any non-monetary settlement or compromise without the Town
Indemnitees’ consent, which consent shall not be unreasonably withheld or delayed. The Town Indemnitees
shall cooperate with Licensee in the defense and settlement of any Claim at Licensee’s expense. No Town
Indemnitee shall take any action to settle, to compromise or otherwise to make any payment, admission, or
statement to or for the benefit of any third-party claimant without Licensee's written consent.
7.10.2 For the avoidance of doubt, Licensee’s customers shall be considered third parties for purposes of this
Section 7.10, and the Parties acknowledge that Licensee shall indemnify Town Indemnitees against any
suit, judgment, execution, claim or demand whatsoever from its customers, so long as it is alleged to arise
or result from the installation, operation, maintenance, repair, or condition of any facilities authorized under
this License including the System, the delivery of services over the System, or the condition of public or
private property altered as a result of Licensee’s activities.
7.11 Risk of Loss. Licensee assumes the risk of any and all loss, damage or claims related to Licensee’s use of the Public
Rights-of-Way or other Town-owned property, Licensee or third parties throughout the term of this License and the term(s)
of any and all permits. Licensee must be responsible for any and all damage to its property and equipment related to this
License unless caused by the negligence of the Town or its agents or contractors.
SECTION 8. TRANSFER OF LICENSE
8.1 Assignment Requiring Consent. Except as otherwise set forth in this Section 8, (i) this License and the related rights
and privileges may not be assigned or otherwise transferred without the express written consent of the Town, which
consent will not be unreasonably withheld, conditioned, or delayed and (ii) this License may not be sublet or assigned, nor
must any of the related rights or privileges be leased, assigned, sold or transferred, either in whole or in part, nor must
title, either legal or equitable, or any right, or property interest pass to or vest in any Person other than Licensee, by act of
the Licensee or operation of law, without the written consent of Town, which consent will not be unreasonably withheld,
conditioned, or delayed. If the License is assigned or otherwise transferred pursuant to this Section, it must be subject to
all the obligations and privileges of this License including any amendments, which will remain in effect, as if the assigned
License was the original License. No such assignment or transfer will be valid unless Licensee and the proposed
Exhibit A to Marana Resolution No. 2023-080
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TOWN OF MARANA FIBER OPTIC COMMUNICATIONS LICENSE ISSUED TO TING INTERNET, LLC 18
transferee submit a binding license and warranty to the Town stating that:
8.1.1 The proposed transferee has read, accepts, and agrees to be bound by the terms of the License;
8.1.2 The proposed transferee assumes all obligations, liabilities, and responsibility pursuant to the License for
the acts and omissions of Licensee, known and unknown, for all purposes, and agrees that the transfer will not
permit it to take any position or exercise any right which Licensee could not have exercised; and
8.1.3 The transfer will not substantially diminish the financial resources available to the Licensee.
8.2 Assignment Requiring Notice. Notwithstanding the foregoing, prior consent will not be required for transfer to any entity
which owns or controls, is owned or controlled by, or under common control with the Licensee, or to any entity that
acquires (whether through merger, acquisition, sale of assets, or otherwise) all or substantially all of the broadband Internet
access business of Licensee together with the broadband Internet access businesses of all of Licensee’s Affiliates.
8.3 Notice to Town. Prior to executing such transfer described in section 8.2, Licensee and the proposed transferee
must submit to the Town a description of the nature of the transfer, and submit complete information regarding the
effect of the transfer on the direct and indirect ownership and control of the Licensee.
8.4 Binding on Assignee. After assignment, this License, including any amendments, shall be binding on the assignee
to the full extent that was binding upon Licensee.
8.5 Conditional Ownership. Nothing in this Section prohibits a pledge, hypothecation, mortgage, or similar instrument
transferring conditional ownership of all or part of Licensee’s assets to a lender or creditor in the ordinary course of
business. In the event a lender assumes control of the assets and operation of Licensee, the lender may assume the rights
and obligations of the Licensee. The Lender may not transfer or change control of the License without submitting the
change to the Town for approval. If the lender does continue operation on any basis at any time, the lender shall be
subject to all provisions of the License. No later than three (3) years after assumption of control by the lender, the lender
must apply to the Town for the right to continue assumption of control or to transfer the License. Application by the Lender
for approval of assumption of control or transfer must be subject to consent by the Marana Town Council that may not be
unreasonably denied, conditioned, or withheld. A "Lender" for the purposes of this License does not include a Licensee,
Person, or corporation, or other entities that operate cable television systems or fiber optics telecommunications systems
as a principal or important business. This paragraph is intended to prohibit the intentional use of lending and/or foreclosure
as a method for effecting change of control or transfer of the License without Town Council review and approval.
SECTION 9. NON-EXCLUSIVE RIGHTS
9.1 Non-Exclusive Rights. This grant is not exclusive and nothing herein contained may be construed to prevent Town
from granting other like or similar grants or privileges to any other Person, or to deny to or lessen the powers and
privileges granted Town under the Constitution and laws of the State of Arizona.
9.2 Priority Rights. Any and all rights granted to Licensee under this License must be exercised at Licensee’s sole cost and
expense and are subject to the prior and continuing right of Town to use all the Public Rights-of-Way and other Town-
owned property concurrently, with any other Person or Persons, and further will be subject to all deeds, easements,
dedications, conditions, covenants, restrictions, encumbrances, and claims of title that may affect the Public Rights-of-Way
and on other Town-owned property. Nothing in this License will be construed to grant, convey, create, or vest a perpetual
real property interest in land to Licensee, including any fee or leasehold interest, easement, or any franchise rights.
Exhibit A to Marana Resolution No. 2023-080
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TOWN OF MARANA FIBER OPTIC COMMUNICATIONS LICENSE ISSUED TO TING INTERNET, LLC 19
SECTION 10. MATERIAL BREACH
10.1 Material Breach by Licensee. Licensee, its affiliates, agents, employees, contractors, successors, assigns, and
representatives must comply with and perform each obligation required of Licensee as set forth in this License. Licensee’s
failure to cure an Event of Default as described in Section 10.2 within 30 days from the date the notice is deemed received
from the Town, or such longer period of time as may be reasonable under the circumstances, provided the cure is
commenced within the thirty (30) day period after notice from Town and Licensee is proceeding with reasonable diligence
to complete such cure, constitutes a material breach by Licensee.
10.2 Events of Default. All agreements and permits issued to Licensee under this License are approved upon the
condition that each of the following events will be deemed an “Event of Default” for Licensee’s failure to perform or satisfy
the following material obligations:
10.2.1 If Licensee fails to make timely payment of the fees and charges required under any license
agreement or permit granted by the Town.
10.2.2 If Licensee fails to operate the System under the terms and conditions set forth in this License.
10.2.3 If Licensee fails to maintain any insurance or surety bond required under this License.
10.2.4 If Licensee engages in a pattern of repeated failure (or neglect) to timely perform or observe any
provision of this License. After Town has once given notice of any failure by Licensee to comply with its
obligations set forth in this License, the following constitute a repeated failure by Licensee to comply with such
provision: (i) the Town issues a notice of default to Licensee within any 30-day period following the notice date
of a prior event of default, (ii) the Town issues three or more notices of default related to the same obligation
under this License to Licensee within any 90-day period following the notice date of a prior event of default, or
(iii) the Town issues six or more notices of default related to the same obligation under this License to Licensee
within any 12-month period following the notice date of a prior event of default.
10.3 Town's Remedies for Material Breach. Upon the occurrence of any uncured material breach or at any time thereafter,
Town may, at its option, exercise at Licensee’s expense any or all or any combination of the following cumulative remedies
in any order and repetitively at Town's option: (i) revoke any or all license agreements and permits to the extent permitted
by Section 12; the Town’s revocation does not terminate Licensee’s obligations arising during the time simultaneous with
or prior to or the revocation, and in no way terminates any of Licensee’s liability related to any breach of this License; (ii)
pay or perform, for Licensee’s account, in Licensee’s name, and at Licensee’s expense, any or all payments or
performances required to be paid or performed by Licensee; (iii) abate at Licensee’s expense any violation of this License;
(iv) notwithstanding anything under this License to the contrary, unilaterally and without Licensee’s or any other Person’s
consent or approval, draw upon, withdraw or otherwise realize upon or obtain the value of any letter of credit, escrowed
funds, insurance policies, or other deposits, sureties, bonds, or other funds or security held by Town or pledged or
otherwise obligated to Town by Licensee or by any third party (whether or not specifically mentioned herein) and use the
proceeds for any remedy permitted by this License; (v) require an additional security deposit adequate in Town's sole
discretion to protect the Public Rights-of-Way; or (vi) assert, exercise, or otherwise pursue at Licensee’s expense any and
all other rights or remedies, legal or equitable, to which Town may be entitled.
10.4 Non-waiver. Licensee acknowledges Licensee’s unconditional obligation to comply with this License. No failure by
Town to demand any performance required of Licensee under this License, and no acceptance by Town of any imperfect
or partial performances under this License, will excuse such performance or impair in any way Town's ability to insist,
prospectively and retroactively, upon full compliance with these terms and conditions. No acceptance by Town of
payments or other performances hereunder will be deemed a compromise or settlement of any right Town may have for
additional, different, or further payments or performances as provided for in these terms and conditions. Any waiver by
Town of any breach of condition or covenant herein contained to be kept and performed by Licensee will not be deemed or
considered as a continuing waiver and will not operate to bar or otherwise prevent Town from declaring a default for any
breach or succeeding or continuing breach either of the same condition or covenant or otherwise. No statement, bill, or
notice by Town or Licensee concerning payments or other performances due hereunder, or failure by Town to demand any
performance hereunder, will excuse Licensee from compliance with its obligations nor estop Town (or otherwise impair
Exhibit A to Marana Resolution No. 2023-080
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TOWN OF MARANA FIBER OPTIC COMMUNICATIONS LICENSE ISSUED TO TING INTERNET, LLC 20
Town's ability) to at any time correct such notice and/or insist prospectively and retroactively upon full compliance with this
License. No waiver of any description (including any waiver of this sentence or paragraph) will be effective against Town
unless made in writing by a duly authorized representative of Town specifically identifying the particular provision being
waived and specifically stating the scope of the waiver.
10.5 Reimbursement of Town's Expenses. Licensee must pay to Town within 30 days after Town’s demand any and all
amounts expended or incurred by Town in performing Licensee’s obligations (upon Licensee’s failure to perform the
same after notice from Town).
SECTION 11. ABANDONMENT
11.1 Abandonment; Removal of Facilities. In the event that the use of a substantial part of any of the System is
discontinued for any reason for a continuous period of two years for reasons other than Force Majeure, or in the event
such System or property has been installed in any Public Rights-of-Way or other Town-owned property without complying
with the requirements of this License, or this License has terminated or been revoked, Licensee must promptly, upon being
given 60 days’ notice from the Town, begin removal of the System and related appurtenances from the Public Rights-of-
Way and other Town-owned property other than such underground facilities which the Town may permit to be abandoned
in place. In the event of such removal, Licensee must restore the Public Rights-of-Way and other Town-owned property or
other area from which such property has been removed to a condition as existed prior to the removal of the structure or
property consistent with Section 12.5.
11.2 Permanent Abandonment. The System and any other property of Licensee remaining in the Public Rights of-Way and
other Town-owned property without the consent of the Town 180 days after the revocation of the License will be at the
option of the Town considered permanently abandoned. Any Licensee property permitted to be abandoned in place will be
abandoned consistent with applicable law.
SECTION 12. LICENSE REVOCATION
In addition to the remedies set forth in Section 10, the Town may revoke, alter, or suspend this License as follows.
12.1 Revocation for Nonuse. Not later than 24 months after the Effective Date, Licensee must offer and provide Fiber
Optic Communications Services to at least one Subscriber within the Service Area authorized by the License or amended
License unless the Licensee cannot meet the requirement for reasons beyond the Licensee’s control as provided in the
License. If the Licensee fails to comply with this section, the Town may revoke this License for the affected Service Area.
12.2 Revocation for Cause. This License may, after Town Council consideration, be revoked, altered, or suspended by the
Town as the Town deems necessary for any of the following events of default: (i) Licensee’s failure to comply with any
federal, state, local, or administrative order, law, permit, regulation, or consent decree as such may apply to Licensee’s
activities and services as contemplated in this License; (ii) fraud by Licensee, in its conduct or relations under this License;
(iii) Licensee’s willful or grossly negligent repeated violation of this License; and (iv) if Licensee is the subject of a voluntary
or involuntary bankruptcy, receivership, insolvency, or similar proceeding or if any assignment of any of Licensee’s property
is made for the benefit of creditors or if Licensee is not regularly paying its debts as they come due.
12.3 Additional Cure Period. Due to the gravity of the events of default listed in Section 12.2, Licensee is provided
additional time (when compared to Section 10) to cure these events of default. If any of the foregoing events in Section
12.2 occur, Licensee must cure the default within 60 days after receipt of notice from the Town as provided in Section
14.15. Licensee will be held in material breach under this Section 12: (i) if Licensee fails to cure the event of default listed in
Section 12.2 within 60 days after notice from the Town; or (ii) if an event of a default listed in Section 12.2 cannot be cured
within 60 days after notice from the Town and Licensee fails to begin and diligently pursue to cure the default.
12.4 Town Determination; Town Council Consideration. If Licensee fails to provide services as set forth in Section 2.2 or
Licensee is held in material breach as provided in Section 10.1, the Town will notify Licensee as provided in Section 14.15
of the Town’s determination to terminate, postpone for a period, or proceed with the revocation, alteration, or suspension of
Exhibit A to Marana Resolution No. 2023-080
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TOWN OF MARANA FIBER OPTIC COMMUNICATIONS LICENSE ISSUED TO TING INTERNET, LLC 21
this License. As part of this determination, the Town will state the principal reasons that support the Town’s determination.
Licensee may appeal the Town’s determination within ten business days from the date of the determination by sending
notice as provided in Section 14.15. If Licensee fails to timely appeal the Town’s determination or if Licensee’s appeal fails,
the Town may proceed to terminate, postpone for a period, or proceed with the revocation, alteration, or suspension of this
License by presenting this matter to the Marana Town Council for consideration at a regularly scheduled Council meeting.
The Town will send a written statement of proposed action by certified U.S. mail, return receipt requested, to Licensee as
provided in Section 14.15. The written statement of proposed action must include the date and time of the Town Council
meeting and the principal reasons for the proposed action. The Town Council may take any final action the Council deems
necessary and prudent related to the License.
12.5 Removal of Facilities. Upon revocation of this License, the Town may declare a forfeiture, whereupon all rights and
privileges of Licensee under this License will immediately be divested without a further act upon the part of Licensee, and
Licensee must promptly remove its structures or property from the Public Rights-of-Way and other Town-owned property
and restore the Public Rights-of-Way and other Town-owned property to the condition as existed prior to the removal of
the structure or property. Upon Licensee’s failure to do so within six months of revocation, the Town may perform the
work and collect the Town’s cost from Licensee. At the Town’s option, Licensee may abandon structures or property in
place as provided in this License. At a minimum, the Public Rights-of-Way and other Town-owned property must be
restored to a condition as existed before the removal of the structures or property.
SECTION 13. EFFECT OF EXPIRATION, REVOCATION, OR TERMINATION OF LICENSE
13.1 Services. Upon expiration, revocation, or termination of this License due to Licensee’s lack of a license, permit, or
other approval or agreement that may be lawfully required to allow Licensee to continue use of the Public Rights-of-Way
and other Town-owned property, Town shall give Licensee 180 days from the date of expiration, revocation, or
termination to commence the necessary proceedings to obtain any such license, permit, or other approval or agreement.
13.2 Holding Over. In any circumstance whereby Licensee continues to occupy the Public Rights-of-Way and other Town-
owned property after the expiration of this License, the Licensee’s hold over operates as a renewal or extension of this
License on a month-to-month basis that may be terminated at any time by the Town upon 60 days' written notice to
Licensee, or by Licensee upon 60 days’ written notice to the Town.
SECTION 14. GENERAL CONDITIONS
14.1 License Administrator and Enforcement. In all matters of License administration, Town has authority to determine
Licensee’s compliance with the terms and provisions of the License, and in the event of non-compliance, to exercise any
or all of the remedies included in this License.
14.2 Right of Inspection of Construction. Town may inspect all construction or installation work performed subject to the
provisions of this License and to make such tests as it deems necessary to ensure compliance with the terms of this
License and other pertinent provisions of law.
14.3 Right of Intervention. Town may intervene in any suit or proceeding related to or arising out of this License to which
Licensee is party, and Licensee may not oppose such intervention by Town.
14.4 Public Records Acknowledgment. Notwithstanding any provision in this License, Licensee acknowledges and
understands that Town is a political subdivision of the State of Arizona and is subject to the disclosure requirements of
Arizona’s Public Records Law (A.R.S. §§ 39-121 et seq.).
14.5 Permission of Property Owner Required. This License does not convey the right to install any part of Licensee’s
System on private property.
14.6 Compliance With Laws. Licensee must comply with all federal, state, and Town ordinances, resolutions, rules,
and regulations related to the rights and duties granted Licensee under this License.
Exhibit A to Marana Resolution No. 2023-080
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TOWN OF MARANA FIBER OPTIC COMMUNICATIONS LICENSE ISSUED TO TING INTERNET, LLC 22
14.7 No Recourse. Licensee has no recourse whatsoever against Town or its officials, boards, commissions, agents,
or employees for any loss, costs, expense, or damage arising out of any provision, requirement, enforcement, or
defect in this License.
14.8 License Documents. Licensee must submit to Town the Bond within 30 days of the Effective Date and insurance
certificates as required by the License within 90 days of the Effective Date. The License granted is not legally operative
until all of Licensee’s requirements in this Section are completed. In the event Licensee does not timely satisfy these,
this License will be deemed null and void unless Licensee’s time period to comply is extended by the Town Council.
14.9 Survival of Warranties. Licensee’s representations and warranties made as part of the grant of this License or any
permit issued under this License survive termination or revocation of this License.
14.10 Hazardous Substances. Licensee will, at its own cost, be responsible for proper investigation and management of
all Hazardous Substances under its control, including Hazardous Substances Licensee uses, generates, or disposes of,
and must comply with all Environmental Laws to carry out its obligations under this License. In the event Licensee
releases to the environment Hazardous Substances under its control, to the extent that a governmental agency with
jurisdiction requires reporting, investigation, cleanup or remedial measures to be taken, Licensee must, at its sole cost and
expense, promptly undertake such required actions. If Licensee discovers a Pre-existing Environmental Condition,
Licensee will immediately notify Town in writing as provided in Section 14.15.
14.11 Right of Cancellation. Licensee acknowledges that this License is subject to cancellation by Town under A.R.S.
§ 38-511.
14.12 Covenant Against Contingent Fees. Licensee warrants that no Person has been employed or retained to solicit or
secure this License upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee; and
that no member of the Town Council, or any employee of the Town has any interest, financially or otherwise, in this
License. For breach or violation of this warranty, Town has the right to annul this License without liability or at its discretion
to deduct from the License price or consideration, the full amount of such commission, percentage, brokerage, or
contingent fee.
14.13 Independent Contractor. Any provision in this License that may appear to give Town the right to direct Licensee or
Licensee the right to direct Town as to the details of accomplishing the work or to exercise a measure of control over the
work means that the party will follow the wishes of the other party as to the results of the work only.
14.14 Jurisdiction; Governing Law; Venue. As a condition of the grant of this License, Licensee acknowledges and
accepts that Licensee is subject to personal and subject matter jurisdiction of Arizona state courts. Arizona law governs
this License, both as to interpretation and performance. Any action at law, suit in equity, or judicial proceeding to enforce
this License must be instituted in a court located in Pima County, Arizona.
14.15 Delivery, Procedure of Notices and Communications. All notices, consent, or other communication under this
License must be in writing and: (i) delivered in person; or (ii) sent by electronic mail and deposited in the United States
mail, postage prepaid, certified mail, return receipt requested; or (iii) deposited with any commercial air courier or
express service and addressed as follows:
To Licensee: Ting Internet, LLC
Attn: Chief Networks Officer and EVP of Operations
5225 N. Sabino Canyon Rd.
Tucson, AZ 85750
Phone: 919.698.5341
Email: jason.s@ting.com
with a copy to: ewoods@tucows.com
To the Town: Town of Marana
Exhibit A to Marana Resolution No. 2023-080
00090254.DOCX /1
TOWN OF MARANA FIBER OPTIC COMMUNICATIONS LICENSE ISSUED TO TING INTERNET, LLC 23
Attention: Town Manager
11555 W Civic Center Drive
Marana, Arizona 85653
Phone: 520-382-1904
Email: townmanager@maranaAZ.gov
With a copy to: Marana Legal Department
11555 W Civic Center Drive
Marana, Arizona 85653
Phone: 520-382-1999
Notice will be deemed received at the time it is personally served, on the second day after its deposit with any commercial
air courier or express service, on the next business day following the day it is sent by electronic mail with record of delivery
confirmation through electronic mail return-receipt, or by confirmation that the electronic mail was accessed, downloaded
or printed, or, if mailed, three calendar days after the notice is deposited in the United States mail as evidenced by the
certified mail receipt. Any time period stated in a notice will be computed from the time the notice is deemed received
unless noted otherwise. Any party may change its mailing address, phone number, email address or the person to receive
notice by notifying the other party as provided in this Section. Notices sent by electronic mail must also be sent by certified
mail to the recipient at the above address.
14.16 Organization/Employment Disclaimer. This License is not intended to constitute, create, give rise to, or otherwise
recognize a joint venture, agreement, or relationship, partnership, or formal business organization of any kind, and the
rights and obligations of the Parties will be only those expressly set forth in this License.
14.17 Entire Agreement; Amendment; Waivers. This License, and its exhibits, which are incorporated herein by this
reference and are attached and/or on file at Town and available for inspection, constitute the entire agreement between
Town and Licensee with respect to the transactions contemplated therein and supersede all prior negotiations,
communications, discussions and correspondence, whether written or oral, concerning the subject matter hereof. No
supplement, modification, or amendment of any term of this License will be deemed binding or effective unless executed in
writing by the Parties. No waiver of any of the provisions of this License will be deemed, or will constitute, a waiver of any
other provisions, whether or not similar, nor will any waiver constitute a continuing waiver. No waiver is binding unless
expressly executed in writing by the Party making the waiver.
14.18 Right of Parties. Nothing in this License, whether express or implied, is intended to confer any right or remedies
under or by reason of this License on any Persons other than the Parties to this License and their respective
successors and permitted assigns, nor is anything in this License intended to relieve or discharge any
obligation or liability of any Person who is not a party to this License, nor will any provisions in this License give any
Persons not a party to this License any right of subrogation or action over or against any Party to this License.
14.19 Construction. This License is the result of negotiations between the Parties, none of whom has acted under any
duress or compulsion, whether legal, economic or otherwise. Accordingly, the terms and provisions of this License will be
construed in accordance with their usual and customary meanings. The Parties hereby waive the application of any rule
of law that otherwise would be applicable in connection with the construction of this License that ambiguous or conflicting
terms or provisions should be construed against the party who (or whose attorney) prepared the executed License or any
earlier draft of the same. The words "hereof,” "herein," "hereunder" and similar terms in this License refer to this License
as a whole and not to any particular provision of this License. All references to "Sections" herein refer to the sections and
paragraphs of this License unless specifically stated otherwise. The section and other headings contained in this License
are inserted for convenience of reference only, and they neither form a part of this License nor are they to be used in the
construction or interpretation of this License.
14.20 Severability. If any covenant, condition, term, or provision of this License is held to be illegal, or if the application of
this License to any Person or in any circumstances to any extent be judicially determined to be invalid or unenforceable,
the remainder of this License or the application of such covenant, condition, term, or provision to Persons or in
circumstances other than those to which it is held invalid or unenforceable, must not be affected, and each covenant,
term, and condition of this License is valid and enforceable to the fullest extent permitted by law.
Exhibit A to Marana Resolution No. 2023-080
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TOWN OF MARANA FIBER OPTIC COMMUNICATIONS LICENSE ISSUED TO TING INTERNET, LLC 24
14.21 Cooperation and Further Documentation. Each of the Parties agree to provide the other with such additional and
other duly executed documents as are reasonably requested to fulfill the intent of this License.
14.22 Force Majeure. For the purpose of any of the provisions of this License, neither Licensee nor Town, as the case
may be, will be considered in breach of or in default of their obligations under this License as a result of the enforced
delay in performance of such obligations due to unforeseeable causes beyond its control and without its fault or
negligence, including, but not limited to: acts of God, acts of the public enemy, acts of the Federal Government, acts of
the Salt River Project, acts of Pima County, acts of the State of Arizona or any of its departments, acts of any railroad,
fire, floods, epidemics, pandemics, strikes, lock outs, freight embargoes, and unusually severe weather; it being the
purpose and intent of this provision that in the occurrence of any such enforced delay, the time for performance of
Licensee’s and the Town’s obligations, as the case may be, will be extended for the period of the enforced delay,
provided that the party seeking the benefit of this provision will have notified the other party in writing of the cause or
causes, and requested an extension for the period of the enforced delay. If notice by the party claiming such extension
is sent to the other party more than 30 days after commencement of the cause, the period of delay will be deemed to
commence 30 days prior to the giving of such notice.
14.23 On-Call Assistance. Licensee must be available 24 hours a day, seven days a week to Town staff of any Town
department with jurisdiction over Licensee’s activities related to problems or complaints resulting from the installation,
operation, maintenance, or removal of the System.
14.24 Legal Worker Requirements. A.R.S. § 41-4401 prohibits Town from awarding a contract to any party who fails, or
whose contractors fail, to comply with A.R.S. § 23-214(A). Therefore, Licensee and each contractor it uses warrants their
compliance with all federal immigration laws and regulations that relate to their employees and their compliance with §
23-214, subsection A. A breach of this warranty will be deemed a material breach of this License and may be subject to
penalties up to and including revocation of the License. Town retains the legal right to inspect the papers of Licensee’s
or contractor’s employees who provide services under this License to ensure that Licensee and its contractors comply
with this warranty.
14.25 Lawful Presence Requirement. A.R.S. §§ 1-501-502 prohibits Town from awarding a contract to any natural person
who cannot establish that such person is lawfully present in the United States. To establish lawful presence, a person
must produce qualifying identification and sign a Town-provided affidavit affirming that the identification provided is
genuine. This requirement will be imposed at the time of contract award. This requirement does not apply to business
organizations such as corporations, partnerships, or limited liability companies.
14.26 Written Acceptance. Licensee’s execution of this License constitutes Licensee’s acceptance of this License as
granted and its agreement to be bound by and to comply with the terms and conditions of this License. Licensee’s
signature must be acknowledged by Licensee before a notary public.
14.27 Data Confidentiality and Data Security. As used in this License, data means all information, whether written or
verbal, including plans, photographs, studies, investigations, audits, analyses, samples, reports, calculations, internal
memos, meeting minutes, data field notes, work product, proposals, correspondence and any other similar documents or
information obtained by or transmitted to Licensee as part of the terms and conditions of this License. Except as
specifically provided in this License, Licensee must not divulge data to any third party without the Town’s prior written
consent. These prohibitions do not apply to the following data: (i) data which was known to the Licensee prior to the
Effective Date; or (ii) data which was acquired by the Licensee in its performance under this License and which was
disclosed to the Licensee by a third party, who to the best of the Licensee’s knowledge and belief, had the legal right to
make such disclosure and the Licensee is not otherwise required to hold such data in confidence; or (iii) data which is
required to be disclosed by virtue of law, regulation, or court order, to which the Licensee is subject. Licensee assumes all
liability to maintain the confidentiality of the data in its possession and agrees to compensate the Town if any of the
provisions of this Section are violated by the Licensee, its employees, agents, or subcontractors. Solely for the purposes of
seeking injunctive relief, it is agreed that a breach of this Section must be deemed to cause irreparable harm that justifies
injunctive relief in court.
14.28 Personal Identifying Information-Data Security. Personal identifying information, financial account information, or
restricted Town information, whether electronic format or hard copy, must be secured and protected at all times by
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TOWN OF MARANA FIBER OPTIC COMMUNICATIONS LICENSE ISSUED TO TING INTERNET, LLC 25
Licensee. At a minimum, Licensee must encrypt or password-protect electronic files. This includes data saved to laptop
computers, computerized devices, or removable storage devices. When personal identifying information, financial account
information, or restricted Town information, regardless of its format, is no longer necessary, the information must be
redacted or destroyed through appropriate and secure methods that ensure the information cannot be viewed, accessed,
or reconstructed. In the event that data collected or obtained by Licensee or its agents in connection with this License is
believed to have been compromised, Licensee or its agents must immediately notify the Town contact. Licensee agrees
to reimburse the Town for any costs incurred by Town to investigate potential breaches of this data and, where
applicable, the cost of notifying individuals who may be impacted by the breach. It is further agreed that a violation of this
Section must be deemed to cause irreparable harm that justifies injunctive relief in court. The obligations of Holder under
this Section must survive the termination of this License.
14.29 Public Emergency. Town shall have the right, because of a public emergency, to sever, disrupt, dig-up or otherwise
destroy facilities of Licensee without any prior notice to Licensee, if the action is deemed reasonably necessary by the
Town Manager, Town Engineer, Police Chief, Public Works Director, or Water Director. A public emergency may be any
condition which, in the opinion of any of the officials named, poses an immediate threat to the lives or property of the
residents of the Town or others caused by any natural or man-made disaster, including but not limited to, storms, floods,
fire, accidents, explosions, major water main breaks, hazardous material spills, etc. Licensee will be notified by the Town
of the public emergency and the action taken by the Town as soon as reasonably possible. Licensee shall be responsible
for repair at its sole expense of any of its facilities damaged pursuant to any such action taken by Town.
14.30 Blue Stake. Licensee must comply with A.R.S. §§ 40-360.21-360.32 by participating as a member of the Arizona
Blue Stake Center with the necessary records and persons to provide location service of Licensee’s facilities upon receipt
of a locate call or as promptly as possible, but in no event later than two working days. A copy of the License or proof of
membership must be filed with the Town.
14.31 Inspection and Audit of License Provisions. All books, accounts, reports, files, and other records related to the
calculation of the Annual Fee (and the basis on which the Annual Fee is calculated) License (collectively “Records”) are
subject at all reasonable times to inspection and audit by the Town, including for five years after the expiration or
termination of this License. Licensee must produce the Records at a mutually agreed to time and location within Pima
County, Arizona.
14.32 Authority. Each party represents to the other that the person signing on its behalf has the legal right and
authority to execute, enter into, and bind such party to the commitments and obligations set forth herein.
[Signature page follows]
Exhibit A to Marana Resolution No. 2023-080
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TOWN OF MARANA FIBER OPTIC COMMUNICATIONS LICENSE ISSUED TO TING INTERNET, LLC 26
IN WITNESS WHEREOF, the Parties duly execute and agree to be bound by this License as of the Effective Date.
The “Town”:
TOWN OF MARANA, an Arizona municipal
corporation
By:
Ed Honea, Mayor
Date:
ATTEST:
David L. Udall, Town Clerk
APPROVED AS TO FORM:
Jane Fairall, Town Attorney
“User”:
TING INTERNET, LLC., a Delaware limited liability
company
By:
Name: ________________________________
Title: __________________________________
Date:
STATE OF ____________________ )
) ss.
County of ____________________ )
The foregoing instrument was acknowledged before me this ___ day of , 2023, by
_________________________, _____________________________ for TING INTERNET, LLC., a Delaware limited liability
company, on behalf of the LLC.
(Seal)
Notary Public
Exhibit A to Marana Resolution No. 2023-080
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TOWN OF MARANA FIBER OPTIC COMMUNICATIONS LICENSE ISSUED TO TING INTERNET, LLC 27
EXHIBIT A Service Area
Licensee intends to build its network in the below service area, in four construction Area Work
Zones. Build sequence to be confirmed by Final Construction Plan.
Exhibit A to Marana Resolution No. 2023-080
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TOWN OF MARANA FIBER OPTIC COMMUNICATIONS LICENSE ISSUED TO TING INTERNET, LLC 28
Exhibit A to Marana Resolution No. 2023-080
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TOWN OF MARANA FIBER OPTIC COMMUNICATIONS LICENSE ISSUED TO TING INTERNET, LLC 29
EXHIBIT B
Right-of-Way Use Permit Specifications
A. Licensee's Overall Town Final Construction Plan shall designate four to twelve geographic
regions, in each of which Licensee shall apply for an individual Area Permit.
B. All Right-of-Way Use Permitting by the Licensee shall be subject to the Town’s general permit
requirements, subject to the exceptions and additions noted below. For the avoidance of doubt,
in the event of a conflict between the Town’s general permit requirements and this Exhibit B,
this Exhibit B shall govern.
C. Licensee shall, at the time it applies for each Area Permit:
1. Submit to the Town Engineer the permit application information, which shall identify
the specific location of the Public Rights-of-Way in which the proposed construction
is to take place, which shall include:
a. The geographic overview of the extent of the projected Public Rights-of-Way to
be permitted by the Area Permit.
i. To conform with the Town Code 12-7-5 B.5.a, Licensee will use the
Town supplied 2022 imagery layer to depict the pavement, curbs,
driveway, sidewalks and landscaping;
ii. To conform with the Town Code 12-7-5 B.5.b, Licensee will depict all
relevant Town utilities and structures requested by Licensee and
provided to the Town.
b. The Design Plan (showing the north arrow, design details, method of
construction details, restoration details, locations of proposed conduits and
structures) shall be prepared at a print sizing of 24” x 36”. As Licensee intends
to using boring methodology not currently covered under Town Code or Pima
County code, the diagraming shall include:
i. North Arrow correctly oriented.
ii. Labels for Streets and cross streets
iii. Parcel address numbers where applicable.
iv. The size and type as well as the approximate running line of new duct and
fiber facilities
v. The size and type as well as the approximate placement of Licensee
handholes and service boxes, pull points, and junctions.
vi. Designate the construction techniques to be used in accomplishing the
installation.
vii. Typicals will include:
1. Bore, trench, structure installation and restorations typicals
2. Standard offset from curb or sidewalk
c. Typical Traffic Control Plans for traffic lanes and sidewalks per the federal Manual
Uniform Traffic Control Devices guidelines.
d. Preliminary schedule of the work to be performed
e. Sample of the notification letter/door hangers
f. Certificate of Insurance as described by the Fiber Optic Communications License.
g. Performance Bond as described by the Fiber Optic Communications License
2. Verify that Licensee has obtained, or will obtain prior to commencing the
construction, approval for the placement of the Facilities and any required permits
from any other entity (not including departments or agencies of the Town) whose
approval is required by law.
3. Be current on all applicable fees for the requested permit or permits; and
4. Submit the Area Permit application through the Town portal.
D. Upon reasonable consideration of the dates requested by the Licensee and other planned
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TOWN OF MARANA FIBER OPTIC COMMUNICATIONS LICENSE ISSUED TO TING INTERNET, LLC 30
and/or ongoing construction work in the affected Public Rights-of-Way, and without causing
material delay to Licensee, the Town Engineer, after consultation with Licensee, shall
determine the timing of the proposed construction and duration of Area Permits. It is
anticipated Area Permits will apply for no less than 12 months with the option to renew for
additional six-month periods as needed.
E. In addition to the Area Permit, Licensee shall apply for and be granted a Blanket Permit to
install Service Drops. A Service Drop shall be defined as a singular network extension from the
existing Licensee Infrastructure to a building or structure where a service request has been
made.
1. A Simple Drop shall be defined as a singular from the ROW to Private Property and
terminating to the same Private Property.
2. Complex Drop would encompass any Service Drop that is constructed underneath
hardscape Town assets such as sidewalks.
3. A Single Blanket Permit shall be submitted at the end of each Calendar Month and
consist of a list of:
a. The address of Each Service Drop installation for the previous Calendar Month.
b. The designation of Simple or Complex of Each Service Drop.
c. Dates during which any excavation occurred for Each Service Drop.
d. Brief Description for Each Service Drop.
e. Quality Photos of the restoration of Each Service Drop.
4. Blanket Permits for Service Drops are subject to the notification, inspection, and
restoration requirements of the Area Permit.
F. Licensee shall publicize scheduled work related to the construction of the Network by providing:
1. Written notice of such work to the Public Works Director or his/her Designee at least
thirty (30) days before the commencement of such work. No later than ten (10) days
prior to beginning construction along any specific portion of the Public Rights-of-Way,
2. Notification to those Persons affected by such construction not less than three (3) days
prior to construction. Affected Persons may be notified by mail, distribution of flyers
and/or door hangers to residences.
3. Licensee shall create and maintain a website for public dissemination of the general
progress and updates to provide adequate notice to affected Persons.
4. Any notification must provide adequate information to notify the affected Persons of the
construction work that is to be undertaken, as well as the name and telephone number
of a contact person designated by Licensee to respond to questions that affected
Persons may raise.
Exhibit A to Marana Resolution No. 2023-080
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TOWN OF MARANA FIBER OPTIC COMMUNICATIONS LICENSE ISSUED TO TING INTERNET, LLC 31
EXHIBIT C
Construction Specifications
A. All construction in the Public Rights-of-Way by the Licensee shall be subject to the Town’s
general Public Rights-of-Way construction and restoration requirements, subject to the
exceptions and additions noted below. For the avoidance of doubt, in the event of a conflict
between the Town’s general construction and restoration requirements and this Exhibit C,
this Exhibit C shall govern.
B. Licensee agrees that construction of Facilities in the Public Rights-of-Way shall be done in
such locations and in such manner so as not to unreasonably interfere with existing water,
gas, storm or sanitary sewers, traffic signal, street light and other utilities and conduits in the
Public Rights-of-Way, or with the public’s use of the Public Rights-of Way, and shall to the
maximum degree feasible, be coordinated with any construction being simultaneously
undertaken at the same location by another provider of telecommunications, broadband, or
cable service, or by a provider of utilities. A drawing will be required showing the location of
the work or the use requested in the permit application and any associated equipment,
together with typical Traffic Control Plan (TCP) plans shall be submitted with the Area
Permit application. The TCP plan shall be separate from drawings identifying the typical
location within each Public Rights-of-Way in which the proposed construction is to take
place. The TCP plan must meet the requirements of the current version of the Manual on
Uniform Traffic Control Devices.
C. Licensee will comply with the Town’s construction noise ordinance, as it is in effect at the
time construction is occurring, regardless of the date of permit issuance date.
D. The following exceptions to the Town’s general Public Rights-of-Way construction and
restoration requirements shall apply:
1. Licensee shall be permitted to deploy at any one time, without separate written
permission from the Town Engineer, at least one but no more than twenty
excavation crews. Permission may be granted for deployment of more than twenty
crews, or for crews in excess of the stated size, upon submission of a written
request and coordination with the Town Engineer.
2. After work is started in one Area Permit, a new permit may be filed by Licensee for
the next Area Permit. Work in up to three permit regions may be permitted
simultaneously provided field work progress, including resolution to any issues that
may arise in due course of the work that have been identified are proactively being
addressed to the satisfaction of the Town Engineer.
3. The typical depth of the underground facilities may be 24 inches from the existing
grade in all road classifications except those non-residential roads classified as
Major Streets at the time the permit is issued and as depicted on the Marana
interactive Web Viewer.
a. Underground facilities placed in nonresidential streets that are classified as
Major Streets may be placed at 48 inches from the existing grade.
4. Licensee shall provide the name and contact information for Licensee’s liaison who
will participate in contact meetings with Town permit staff to ensure traffic and
parking impact information has been provided for the current Permit for 311 and
communication purposes.
E. In compliance with and with exceptions to Marana Town Code, the underground facilities
installations by Licensee will primarily utilize directional boring or similar construction
techniques will:
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TOWN OF MARANA FIBER OPTIC COMMUNICATIONS LICENSE ISSUED TO TING INTERNET, LLC 32
1. Install HDPE micro ducts bundled as the fiber network design requires with
individual ducts no greater than not greater than 1 inch in outside diameter.
Individual ducts may be sheathed together in one or more bundles.
2. Installation of extra conduits will be placed on an as needed basis according to the
Licensee network design criteria.
3. Will not require the encasement in concrete and magnetic tapes not practical for
boring methodologies. However tracer wire will be placed with underground
installations, such that the conduit can be located per blue stake laws.
4. The applicant shall be responsible for verifying the location of all underground
utilities in accordance with the “blue stake” provisions of state law, A.R.S. § 40-
360.22. The excavator shall visually check the drill head each time it passes through
potholes, entrances and exit pits, including during pullback. The pothole excavation
in paved areas shall be restored to the extent of the excavation as described in
section.
5. Licensee shall follow standard pothole restoration for boring methodology regardless
of pavement condition:
a. Edges of pothole to be saw cut with lines either perpendicular or parallel to
direction of travel or by circular cores not to exceed 8" diameter.
b. Sand layer may be used to encapsulate existing and proposed utilities with
at least 1” of cover
c. Layered with flowable cementitious slurry approved by the Town Engineer
d. Topped with the Perma-Patch products, a hot asphalt mix, or other material
approved by the Town Engineer.
e. Compacted prior to traffic
f. Pothole restoration to be performed in 1 sq ft increments not to exceed 2 sq
ft total.
Exhibit A to Marana Resolution No. 2023-080
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TOWN OF MARANA FIBER OPTIC COMMUNICATIONS LICENSE ISSUED TO TING INTERNET, LLC 33
Exhibit D Co-Location of Licensee Equipment
A. Licensee may be provided colocation space for certain equipment within specific municipal
facilities (the “Properties”). Licensee has requested and the Town of Marana has agreed to
allow the following equipment placement for fee as follows:
1. Marana Operations Center
a. Licensee will place 2 secured Equipment Cabinets (the Racks) measuring
approximately 32 x 32 x 84 inches.
b. Town to provide Licensee with generator backed AC power via 2 dedicated
240V-30A circuits terminated to two L6-30R outlets above each of the Rack
locations. Licensee shall pay for the cost associated with the delivery of the
circuits.
c. Licensee shall construct 2 redundant paths of underground conduit for
ingress and egress cabling from the public right of way to the Racks.
d. All ducts and raceways constructed and paid for by Licensee as a result of
this License, will remain the sole responsibility of the Licensee for the
purposes of ownership, maintenance, and access, until the termination of
this License.
e. With prior written approval from the Town, Licensee may utilize existing
points of entry conduits owned by Town. Town will work in good faith with
Licensee to modify existing or install new cable management from cable
entry/exit points to location of Licensee Racks.
f. Town will work in good faith with Licensee to modify existing or install new
cable management from cable entry/exit points to location of the Racks.
2. Marana Municipal Complex
a. Licensee will place 2 secured Equipment Cabinets (the Racks) measuring
approximately 32 x 32 x 84 inches.
b. Town to provide Licensee with generator backed AC power via 2 dedicated
240V-30A circuits terminated to two L6-30R outlets above each of the Rack
locations. Licensee shall pay for the cost associated with the delivery of the
circuits.
c. Licensee shall construct 2 redundant paths of underground conduit for
ingress and egress cabling from the public right of way to the Racks.
d. All ducts and raceways constructed and paid for by licensee as a result of
this License, will remain the sole responsibility of the licensee for the
purposes of ownership, maintenance, and access, until the termination of
this License.
e. With prior written approval from the Town, Licensee may utilize existing
points of entry conduits owned by Town. Town will work in good faith with
Licensee to modify existing or install new cable management from cable
entry/exit points to location of Licensee Racks.
f. Town will work in good faith with Licensee to modify existing or install new
cable management from cable entry/exit points to location of the Racks.
Exhibit A to Marana Resolution No. 2023-080
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TOWN OF MARANA FIBER OPTIC COMMUNICATIONS LICENSE ISSUED TO TING INTERNET, LLC 34
B. For consideration of the aforementioned, Licensee will pay the Town of Marana:
1. $250 per month for each equipment rack
2. Pay the actual cost of electrical usage at a rate that is current to the prevailing
rate paid by the Town. Licensee, at its sole cost, will do one of the following as
agreed to by the Town
a. Place a sub-meter that can be read and reimburse the cost of electric to the
Town of Marana; or
b. Place a meter that will be billed directly to Ting by the serving electric
company; or
3. Town and Licensee may mutually agree upon in-kind compensation per
Section 4.2 of the Town of Marana Fiber Optic Communications License
issued to Licensee.
C. All operations, maintenance, repairs, and replacement of Licensee equipment shall be
performed at the sole expense of the Licensee in a workmanlike manner, after any and all
permits required by law have been obtained, in compliance with all applicable laws to
minimize impact and interference to the Town’s operations. Licensee shall, at its own
expense, replace or repair any damage caused to the facility as a result of installation,
operation, or maintenance by any of its agents, employees, representatives, contractors,
sub-contractors, or invitees. If Licensee fails to repair any such damage, Town may, in its
sole discretion, repair or refinish such damage and Licensee shall reimburse Town for its
actual costs incurred by the Town at Town’s standard rates, plus an administrative fee of 15%.
Town shall provide the Licensee with 10 days’ notice prior to completing or taking action of
any repair of damage.
D. Licensee shall at all times be solely responsible for, maintaining and keeping Licensee
equipment, hardware, and racks in a clean, sanitary, safe working condition, free of defects
at all times during this License.
E. ACCESS. Subject to the reasonable Building Rules and Regulations (hereinafter defined)
from time to time in effect in the Buildings (including Town's reasonable restrictions to ensure
security and privacy in the Buildings), Town agrees that Licensee and its employees,
contractors, subcontractors, agents and representatives shall have access to the sites and
the Licensee Equipment 24 hours a day, 365 days a year. As used herein, "Building Rules
and Regulations" shall mean the reasonable security, access, construction, operational,
technical, sales, advertising, marketing, service and similar policies, standards, and
guidelines (including requirements relating to contractor qualifications, procedures and
insurance), as may be promulgated by the Town, as such Building Rules and Regulations
may be reasonably modified from time to time, which Building Rules and Regulations shall
be uniformly enforced against all Licensees, building contractors and telecommunications
service Licensees in a nondiscriminatory manner.
F. VEHICULAR INGRESS AND EGRESS. Town grants to Licensee, and Licensee’s agents,
employees and contractors, a non-exclusive right and easement for pedestrian and vehicular
ingress and egress across the Properties. Licensee’s vehicular access is limited to areas
paved with asphalt or concrete only, which Licensee acknowledges and understands do not
extend directly to the sites, but Licensee shall have full pedestrian access over the
Properties from the paved areas to the sites. Furthermore, in the event that circumstances
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TOWN OF MARANA FIBER OPTIC COMMUNICATIONS LICENSE ISSUED TO TING INTERNET, LLC 35
so require, Licensee shall have vehicular access over the non-paved areas to the sites only
with the prior consent of Town. In such an event, Licensee shall be responsible for and will
promptly repair any damage caused by such access.
G. AUTHORIZED PERSONNEL LIST. For security purposes, Licensee shall provide Town with
a list of the names of all personnel who are authorized to enter onto the sites pursuant to this
License. The list shall be updated whenever a change of personnel occurs. Town is
authorized to block entry to any personnel whose name is not on the list.
H. Damage to Licensee equipment, caused by Town, its employees, agents, contractors,
subcontractors, or invitees, shall be reported to Licensee immediately upon Town becoming
aware. Town shall reimburse the Licensee for any and all reasonable costs associated with
the replacement or repair of equipment.
I. Town shall, at its sole cost and expense except as set forth below, install and maintain an
HVAC system capable of maintaining temperature of the leased space within reasonable
working and operating temperatures of 72 degrees Fahrenheit, +/- 6 degrees Fahrenheit. If
Licensee finds temperatures that exceed normal operating/working temperatures, Licensee
to alert Town, who shall move forward with a remediation or repair of the issue immediately
upon being alerted in a timely manner.
1. Town shall provide Licensee a quote to conduct a site assessment with a
qualified professional to determine if upgrades are required to the building in
order to facilitate the co-location space request by Licensee. Licensee shall
cover third party consultant costs for this assessment, up to a maximum of
$10,000 USD, per site. This assessment shall be completed for both the Marana
Operations Center, and the Marana Municipal Complex.
2. Any upgrades that are determined to be required as a result of the site
assessment, shall be discussed with Licensee prior to commencement of work,
and Licensee shall have the right to decline to proceed with the required
upgrades at its sole discretion, as a result of expected cost, time to complete, or
other factors. If Licensee declines to proceed with the required upgrades,
Licensee shall not place its equipment in the Town facility. If Licensee decides to
proceed with the upgrades, Licensee shall pay for the HVAC and electrical
upgrades required to accommodate Licensee’s requested co-location space.
Licensee shall provide written notice to Town as to whether Licensee wishes to
proceed with or cancel the co-location request. The co-location requests for the
Marana Operations Center and Marana Municipal Complex are independent,
and Licensee reserves the right to approve the cost for upgrades at both, one, or
none of the facilities.
3. Licensee shall provide Town with the proposed BTU output of equipment
expected to be installed within colocation racks to assist with the site
assessment.
J. Any maintenance to be completed to the components within the facility that directly or
indirectly affect Licensee operations, such as maintenance to items including but not limited
to backup power or cooling systems of Licensee racks, Town should provide Ting with 14
days of notice, or as much as is reasonably possible, prior to date of work performance.
K. Any maintenance to be completed to the electrical circuits directly feeding Licensee racks,
that can be reasonably expected to impact or provide a loss of power to racks, shall be
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TOWN OF MARANA FIBER OPTIC COMMUNICATIONS LICENSE ISSUED TO TING INTERNET, LLC 36
completed during an overnight period between 2am and 6am local time, with no fewer than
21 days of notice to Licensee prior to work performance, unless otherwise specified in
writing by the Licensee.
Exhibit A to Marana Resolution No. 2023-080
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TOWN OF MARANA FIBER OPTIC COMMUNICATIONS LICENSE ISSUED TO TING INTERNET, LLC 37
Exhibit E: Form of Conduit Request
Conduit Request #____
This document constitutes a "Conduit Request" pursuant to Section 2.4 of the FIBER OPTIC
COMMUNICATIONS LICENSE (the “License”) entered into by and between the Town of Marana, an
Arizona municipal corporation ( the "Town"), and Ting Internet, LLC., a Delaware limited liability
company ("Licensee") on __________ , 20____. This Conduit Request is hereby incorporated into
the License and is expressly made subject to all of the terms and conditions set forth in the License.
To the extent that there is any inconsistency between the License and this Conduit Request, the
License shall control except as expressly provided herein to the contrary. Capitalized terms used in
this Conduit Request shall have the same meanings set forth in the License, unless the context
requires otherwise. The effective date of this Conduit Request shall be the date of the last signature
by the Parties.
Upon execution of this Conduit Request by both Parties, and subject to the provisions of the
License, the Town hereby grants to Licensee, and Licensee hereby accepts from the Town, a non-
exclusive right to access and use the Additional Conduit described in Section A of this Conduit
Request.
Section A
Additional Conduit
1. The Additional Conduit shall follow a Route as generally depicted on the map attached to this
Conduit Order as Attachment 1. The Additional Conduit shall begin and end at the Connected Points
described in Table A.1 below.
2. The total aggregate length of the Additional Conduit is _____ feet.
Table A.1
Route # Starting Connection Point Ending Connection Point Conduit Footage
Section B
Delivery Date; General
1. The Town shall make ready the Additional Conduit and notify Licensee, in writing, of its availability
for acceptance inspection by , __________ 20___.
2. This Conduit Request may be executed via facsimile, electronic signature, or scanned documents
Exhibit A to Marana Resolution No. 2023-080
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TOWN OF MARANA FIBER OPTIC COMMUNICATIONS LICENSE ISSUED TO TING INTERNET, LLC 38
and in multiple counterparts, each of which when taken together shall constitute one and the same
document.
In confirmation of their consent and agreement to the terms and conditions contained in this Conduit
Request, and intending to be legally bound by this Conduit Request, the Parties have executed this
Conduit Request on the dates set forth below.
“Town":
Town of Marana
By:
Name:
Title:
Date:
__________________________________
__________________________________
__________________________________
__________________________________
“Licensee":
Ting Internet LLC
By:
Name:
Title:
Date:
__________________________________
__________________________________
__________________________________
__________________________________
Attachment 1 to Conduit Request #____
Map of Additional Conduit Requested
Exhibit A to Marana Resolution No. 2023-080
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TOWN OF MARANA FIBER OPTIC COMMUNICATIONS LICENSE ISSUED TO TING INTERNET, LLC 39
Exhibit F: Bill of Sale of Licensee-Built Town Dedicated Conduit
For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Ting
Internet, LLC., a Delaware limited liability company (“Seller”), does hereby grant, bargain, transfer, sell, assign,
convey and deliver to the Town of Marana, an Arizona municipal corporation, as represented by the Town Council
and acting through the Town Manager or the Town Manager’s designee (“Buyer”), all of its right, title, and interest in
and to the Town Dedicated Conduit, as such term is defined in the Fiber Optic Communications License Issued to
Ting Internet, LLC, dated as of the last date of signature thereto (the “License Agreement”) by and between Seller
and Buyer, and as further described pursuant to written agreement between Buyer and Seller dated [●], and in Table
1 below, to have and to hold the same unto Buyer, its successors and assigns, forever.
1. The Dedicated Conduit shall follow a Route as generally depicted on the map attached to this Bill of
Sale as Attachment 1. The Dedicated Conduit shall begin and end at the Points described in Table
A.1 below.
Table A.1
Route # Starting Point Ending Point Conduit Footage Sale Price
Total:
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TOWN OF MARANA FIBER OPTIC COMMUNICATIONS LICENSE ISSUED TO TING INTERNET, LLC 40
Buyer acknowledges that Seller makes no representation or warranty with respect to the assets being
conveyed hereby except as specifically agreed upon in writing between Seller and Buyer in the License Agreement.
IN WITNESS WHEREOF, Seller has duly executed this Bill of Sale as of [●].
TING INTERNET, LLC
Town of Marana
By_____________________
Name:
Title:
By_____________________
Name:
Title:
Attachment 1 to Bill of Sale
Map of Town Dedicated Conduit