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HomeMy WebLinkAboutAGENDA REPORT 2025 0402 CC REG ITEM 09CCITY OF MOORPARK, CALIFORNIA City Council Meeting of April 2, 2025 ACTION INTRODUCED ORDINANCE NO. 527. (ROLL CALL VOTE: 4-1, COUNCILMEMBER MEANS DISSENTING) ADOPTED RESOLUTION NOS. 2025-4304 AND 2025-4305. (ROLL CALL VOTE: 4-1, COUNCILMEMBER MEANS DISSENTING) APPROVED LICENSE AGREEMENT, SMART CITIES AGREEMENT, AND AUTHORIZED THE CITY MANAGER TO GRANT ACCESS/UTILITY EASEMENTS. (ROLL CALL VOTE: 4-1, COUNCILMEMBER MEANS DISSENTING) BY A. Hurtado. C. Consider Ordinance Allowing the Use of Microtrenching for Fiber Optic Cables and Implementing SB 378; Resolution Establishing Microtrenching Specifications and Standards; License Agreement with Aspire Broadband LLC for Access to and Use of the City’s Right-of-Way for Fiber Optic Cable Installation and Accessory Facilities for Its Network; Smart City Services Agreement between the City and Aspire Broadband LLC by Which the City Obtains Various Services and Physical Infrastructure Improvements from Aspire Broadband LLC for Use by the City; Authorization for the City Manager to Grant Access/Utility Easements to Aspire for Infrastructure Associated with the License Agreement and Smart City Services Agreement; Resolution Amending the Fiscal Year 2024/25 Budget to Fund Civil Engineering Services; and Making a Determination of Exemption Pursuant to the California Environmental Quality Act in Connection Therewith. Staff Recommendation: 1) Introduce Ordinance No. 527 allowing the use of microtrenching for fiber optic cables and implementing SB 378; and 2) Adopt Resolution No. 2025-4304 establishing microtrenching specifications and standards; and 3) Approve the attached License Agreement with Aspire for access to and use of the City’s right-of-way for fiber optic cable installation and accessory facilities for its network, and authorize the City Manager to execute the Agreement subject to final language approval by the City Manager and City Attorney; and 4) Approve the attached Smart City Services Agreement between the City and Aspire by which the City obtains various services and physical infrastructure improvements from Aspire for use by the City, and authorize the City Manager to execute the Agreement subject to final language approval by the City Manager and City Attorney; and 5) Authorize the City Manager to grant access/utility easements to Aspire for infrastructure associated with the License Agreement and Smart City Services Agreement; and 6) Adopt Resolution No. 2025-4305 approving a Supplemental Budget Request to amend the FY 2024/25 Budget to reflect offsetting revenues and expenditures associated with plan check and inspection services needed to implement the License Agreement. (Staff: Brian Chong, Assistant to the City Manager) (ROLL CALL VOTE REQUIRED) Item: 9.C. MOORPARK CITY COUNCIL AGENDA REPORT TO: Honorable City Council FROM: Brian Chong, Assistant to the City Manager DATE: 04/02/2024 Regular Meeting SUBJECT: Consider Ordinance Allowing the Use of Microtrenching for Fiber Optic Cables and Implementing SB 378; Resolution Establishing Microtrenching Specifications and Standards; License Agreement with Aspire Broadband LLC for Access to and Use of the City’s Right-of-Way for Fiber Optic Cable Installation and Accessory Facilities for Its Network; Smart City Services Agreement between the City and Aspire Broadband LLC by Which the City Obtains Various Services and Physical Infrastructure Improvements from Aspire Broadband LLC for Use by the City; Authorization for the City Manager to Grant Access/Utility Easements to Aspire for Infrastructure Associated with the License Agreement and Smart City Services Agreement; Resolution Amending the Fiscal Year 2024/25 Budget to Fund Civil Engineering Services; and Making a Determination of Exemption Pursuant to the California Environmental Quality Act in Connection Therewith SUMMARY In 2020, the City Council adopted the City’s Broadband Strategic Plan (Plan) to identify community needs and resources related to advancing the deployment and utilization of broadband technologies throughout the community. The Plan included recommendations for both physical infrastructure (such as fiber optic cable and conduit therefore) and governance (updating the City’s day-to-day operations to reflect broadband priorities). Among other things, the Plan found that competition in the broadband market in Moorpark was very limited. For the large majority of the community, only Spectrum offered high-speed download capabilities, and no in-ground provider offered high-speed upload capability. The Plan recommended that the City seek to attract competing Internet Service Providers (ISPs) to effectuate better availability and lower costs for the community. Item: 9.C. 22 Honorable City Council 04/02/2025 Regular Meeting Page 2 In 2021, California Governor Gavin Newsom signed SB 378, which required local agencies to allow microtrenching in the public right-of-way for the installation of underground fiber optic cable. The use of microtrenching, as distinguished from traditional deeper trenching, had the effect of dramatically decreasing the cost of installing new fiber optic networks into existing roadways. In 2024, City staff began discussions with Aspire Broadband, LLC (Aspire) about the possibility of Aspire deploying a fiber optic network in Moorpark. Because Aspire does not possess a “Certificate of Public Need and Necessity” issued by the California Public Utilities Commission to officially qualify as a utility, it therefore does not have a Statewide franchise and right to access local public rights-of-way. Accordingly, for Aspire to deploy a fiber optic network in Moorpark, Aspire must acquire that access through an agreement with the City, as owner of the public right-of-way. Staff recommends that the City Council introduce an ordinance allowing the use of microtrenching for fiber optic cables and implementing SB 378; adopt a resolution establishing microtrenching specifications and standards; approve the attached License Agreement with Aspire for access to the City’s right-of-way; approve the attached Smart City Services Agreement to obtain various services and physical infrastructure improvements from Aspire for use of their system by the City; authorize the City Manager to grant access/utility easements to Aspire for portions of its physical infrastructure located on City-owned parcels outside of the right-of-way; and approve the attached resolution approving a Supplemental Budget Request amending the Fiscal Year (FY) 2024/25 Budget to reflect offsetting revenues and expenditures associated with plan check and inspection services needed to implement the License Agreement. BACKGROUND Broadband Strategic Plan The City Council’s Strategies, Goals, and Objectives for FYs 2019/20 and 2020/21 established an objective to “Conduct a study of commercial broadband, identify current and needed infrastructure, and determine funding needs and other actions to achieve a desired level of commercial broadband in the City.” The City issued a Request for Proposals for development of a Broadband Strategic Plan in 2019, ultimately entering into an agreement with Magellan Advisors, LLC (now known as Entrust Solutions Group), a national broadband consulting firm. Following significant outreach to both residents and businesses throughout Moorpark, other government agencies, and numerous ISPs operating in and around Southern California, the City Council adopted the Broadband Strategic Plan on October 21, 2020. The Plan is available on the City’s website at www.moorparkca.gov/broadband. The Broadband Strategic Plan identified Spectrum as the predominant broadband provider in Moorpark, with 97.3% availability. That figure is slightly higher today, as Spectrum has deployed fiber optic cable to a few more portions of Moorpark over the 23 Honorable City Council 04/02/2025 Regular Meeting Page 3 past five years. AT&T had very limited fiber optic offerings in Moorpark, instead offering low-speed Digital Subscriber Line (DSL) service to an estimated 91% of Moorpark at that time. Even today, AT&T’s fiber optic network is largely limited to the newest neighborhoods in Moorpark, generally located off of Championship Drive, following a decision by AT&T to stop installing copper wire networks and deploy fiber optic networks instead. The Broadband Strategic Plan identified numerous strategies for the City to advance broadband deployment in Moorpark. Among them, Section 7.3 states: A key objective for ensuring widespread access to affordable, reliable broadband in Moorpark is for the City to attract investment from ISPs. To achieve this, strategic partnerships such as agreements for use of City owned conduit, fiber, light poles, and public rights-of-way are key. Since adoption of the Plan, City staff has approached numerous ISPs in an effort to attract them to enter the Moorpark market, with the goal of expanding broadband availability, improving speeds, and reducing costs through competition. Microtrenching: A Paradigm Shift in Fiber Optic Deployment The biggest hurdle to fiber optic deployment is the cost of physically constructing the network. Typically, the cheapest way to deploy fiber optic cable is to affix it onto existing above-ground utility poles. When City staff worked to attract ISPs to enter the Moorpark market, the first thing ISPs looked for was above-ground utility poles. However, because most of Moorpark was built in the era of underground utility networks, this was not a viable option across the vast majority of the city. Historically, the alternative was to dig trenches through existing roadways and installing conduit beneath the concrete and asphalt to house fiber optic cables at least several feet beneath the roadway surface. ISPs would then patch the trenches to repair the roadways. Water, sewer, electrical, natural gas, and other utility network infrastructure has been installed through this method. This approach maximizes the safety of those networks (i.e., such pipelines are less likely to be damaged when installed further below the roadway surface) but is both very expensive and very intrusive to commuters and residents and businesses located adjacent to the construction. Over the past decade, microtrenching was developed as an alternative to conventional trenching. Improvements in construction and materials technology now enables conduit for fiber optic cable to be built in narrow, shallow trenches. SB 378 established definitions of microtrenching to trenches that are at most 4 inches wide and less than 26 inches in depth. Compared to conventional trenching, microtrenching is much faster and much cheaper because there is less excavation and less repair work involved. This cost savings for ISPs has changed the economics of deploying fiber optic networks and 24 Honorable City Council 04/02/2025 Regular Meeting Page 4 results in much lower time horizons for a return-on-investment calculation; they can more quickly recoup their initial installation costs when deciding to deploy. However, because microtrenching does not include the full restoration of the existing roadway, the useful life of roadway surfaces will decrease when microtrenches are utilized. As a result, many California jurisdictions, including Moorpark, did not initially allow microtrenching when it became a feasible technology. In 2021, the State of California decided that the need to improve access to high-speed Internet was of more importance than maintaining roadway surfaces and stated that “installation of fiber [optic cable] is critical to the deployment of broadband services and other utility services is a matter of statewide concern, and is not a municipal affair.” SB 378, the resulting bill, then required local agencies to allow microtrenching for the installation of underground fiber if the installation in the microtrench is limited to fiber optic cable. The bill effectively removed the City’s authority to prohibit microtrenching in its right-of-way. DISCUSSION Microtrenching Ordinance and Resolution Pursuant to SB 378 (California Government Code § 65964.5), the City must adopt regulations that allow for microtrenching for the installation of subsurface pipe or conduit within which to run fiber optic cables. Because microtrenching remains a relatively new technology, there are not widely agreed-upon construction standards that balance construction costs with longevity of roadway surfaces. There has simply not been enough time to thoroughly evaluate how different microtrenching construction techniques perform over a period of decades. As time passes and these different techniques are evaluated, it is likely that microtrenching standards will continue to evolve in the coming years and decades. In light of this, the City Attorney’s Office has recommended that the City adopt an ordinance authorizing the City Council to adopt microtrenching standards by resolution and then require that ISPs comply with those standards. This approach would allow future refinements in microtrenching standards without having to amend the City’s Municipal Code. While few local jurisdictions in California have already adopted microtrenching standards, some have. In reviewing the microtrenching standards proposed by Aspire, staff compared them with standards adopted by Los Angeles County and the Cities of Simi Valley, San Jose, San Diego, San Francisco, and Anaheim. The Public Works Department has reviewed the proposed microtrenching standards contained in the attached resolution and recommends that the City Council adopt the resolution by which those standards will be adopted for use by Aspire and any other future ISPs seeking to place their fiber optic cables in the public right-of-way. 25 Honorable City Council 04/02/2025 Regular Meeting Page 5 In addition to authorizing adoption of microtrenching standards by way of City Council resolution, the ordinance requires ISPs proposing microtrenching in Moorpark, and which have not been issued an applicable Certificate of Public Need and Necessity or a statewide franchise under the Digital Infrastructure and Video Competition Act by the California Public Utilities Commission, to enter into a License Agreement with the City to obtain access to the City’s right-of-way. The ordinance also allows for permit fees to vary from the formulas contained in the City’s Schedule of Fees and Service Charges (Fee Schedule), if a License Agreement contains alternative fees. When the City’s Fee Schedule was developed, it was not calibrated to reflect microtrenching on both sides of virtually every public street in the community. If the City’s Fee Schedule formulas were applied, the City would likely collect significantly higher permit fees than those needed to provide plan check and inspection services associated with those permits. Therefore, it is more appropriate to establish more specific and tailored fees in the License Agreement than to utilize the City’s existing fees for review of the proposed installations. At this time, staff recommends that the City Council introduce an ordinance (Attachment 1) and adopt a resolution adopting microtrenching specifications and standards (Attachment 2). License Agreement: Access to City Right-of-Way and Fiber Optic Conduit Because Aspire is not a public utility subject to California Public Utilities Commission (CPUC) regulation and standards and does not fall within statewide franchise rights or preemptive state legislation, Aspire is not entitled to access to the public right-of-way in the same manner as telephone companies, electric companies, and privately owned and publicly regulated water/sewer companies. Approval of a License Agreement (Attachment 3) to allow Aspire to install a fiber optic network within the City’s right-of- way is a discretionary action for the City Council. As a result, the City is able to negotiate compensation from Aspire for use of the City’s right-of-way in the form of license fees and fees for regular municipal services. Community benefits offered pensation to the City through the license agreement will be discussed in detail later in this report. The License Agreement allows – but does not require – Aspire to use non-exclusive access to the City’s right-of-way in all public streets within the City limits. Access also includes all City-owned bridges (such as those over the Arroyo Simi and other flood control channels) and all existing and future City-owned conduit that the City has installed and will install for the purpose of facilitating fiber optic deployment. The City has installed conduit throughout the Princeton Avenue Improvement Project area, in front of the Metrolink Station’s North Parking Lot frontage, and beneath the railroad crossing on Spring Road, for example. The High Street Streetscape project, now underway, also includes fiber optic conduit along its portion of High Street as well. For public streets, Aspire will generally microtrench on both sides of a street, within the asphalt immediately adjacent to concrete gutters. Streets that only have development 26 Honorable City Council 04/02/2025 Regular Meeting Page 6 on one side may only be microtrenched on the side of the street that fronts potential customers. Some streets may have no potential customers – such as much of Tierra Rejada Road – but still get microtrenched on one or both sides to connect neighborhoods that do have customers. The License Agreement does not cover Caltrans right-of-way, such as Los Angeles Avenue, and does not cover private streets such as those owned by private homeowners associations (HOAs). However, Aspire has already engaged multiple HOAs to secure access to those streets and intends to deploy to most of them if they are able to secure access. The License Agreement does not grant Aspire exclusive access to the City’s right-of- way. If another ISP seeks access to the City’s right-of-way, the City may grant access to that ISP. Conversely, the License Agreement does not require Aspire to deploy to every building located within the City. License Agreement Deal Points: Permit Fees As described above, the City’s Fee Schedule did not contemplate a Citywide microtrenching permit in its fee calculations. The applicable Permit/Inspection Fees would be $156, plus $1 per linear foot of construction. Applying this formula would result in City Encroachment Permit fees of approximately $650,000. According to state law, however, fees should be set according to the estimated reasonable cost of service. Staff anticipates that the actual plan check and inspection costs to be significantly less than $650,000. The City contracts with m6 Consulting, Inc. to review plans and conduct inspections in support of development occurring in the City, and m6 Consulting, Inc. will be used to coordinate inspection services during Aspire deployment. In consultation with Aspire, m6 Consulting, Inc. has provided an estimate of $442,470 to provide the necessary plan check and inspection services. Under the proposed License Agreement, Aspire would pay for the City’s actual costs to provide plan check and inspection costs, plus a standard 15% administrative fee that covers the City’s costs for recordkeeping, permit issuance, reviews and inspections by City staff, and administrative overhead, up to $400,000. If the City’s actual costs exceed $400,000, then Aspire would be billed for 50% of the estimated remaining costs up to $500,000. At that point, the remaining half of the costs will be absorbed by the City as City staff would complete the remaining inspection and, if any, plan check services. If additional review and inspections costs are needed beyond that amount, Aspire will be responsible for the full amount of the remaining costs. However, if the City’s actual costs are less than $400,000, then Aspire will be refunded any remaining funds when the project is completed. 27 Honorable City Council 04/02/2025 Regular Meeting Page 7 It should be noted that the License Agreement also exempts Aspire from paying the City’s Technology Enhancement Fee (6% of permit fees) that would normally be assessed on Encroachment Permit Fees. Compared to traditional Encroachment Permits, the scope of work for Aspire leans very heavily toward inspection services rather than on plan check services. Inasmuch as inspections require less technology, software, and scanning efforts, collecting 6% of the permit fees would result in a likely overcharge of fees compared to actual costs. In this case, staff believes the costs related to technology costs will be sufficiently recovered as part of the 15% administrative fee instead. Separate from the Encroachment Permit fees associated with construction of Aspire’s fiber optic network, Aspire will require an Annual Blanket Encroachment Permit to access its facilities within the City’s right-of-way. For example, if Aspire needs to perform maintenance activities or acquires a new customer and has to run fiber optic cable between an underground vault beneath a sidewalk and an adjacent home, that access would be granted through the Annual Blanket Encroachment Permit. The same permit is required annually for other utilities with infrastructure in the City’s right-of-way. The draft License Agreement caps the cost of that Annual Blanket Encroachment Permit to $925. Currently, that permit fee is $710.20, but it will gradually increase over time based on the Consumer Price Index (CPI). Revenue Share In consideration for use of the City’s right-of-way and fiber optic conduit infrastructure, the draft License Agreement contains a revenue share provision that escalates as Aspire acquires new customers. The revenue share provision will begin in the first full calendar quarter following execution of the License Agreement as follows: 0-1,999 Subscribers $250 per Calendar Quarter 2,000-2,999 Subscribers 2% of Gross Revenue 3,000-4,999 Subscribers 3% of Gross Revenue 5,000-5,999 Subscribers 4% of Gross Revenue 6,000-6,999 Subscribers 5% of Gross Revenue 7,000 or More Subscribers 6% of Gross Revenue The count of subscribers is the total number of subscribers in the Moorpark city limits, regardless of whether the subscriber is located along a public or private street; Aspire must traverse public streets in order to reach private streets. The 6% of gross revenue figure is consistent with what the City receives from cable television providers such as Spectrum and AT&T as part of those entities’ franchise agreements with the State of California. 28 Honorable City Council 04/02/2025 Regular Meeting Page 8 Smart City Services Agreement Aspire has agreed to provide the City with various broadband services related to use of its network. These services are enacted through a proposed Smart City Services Agreement (Attachment 4), described below. Low-Income Discount The draft Smart City Services Agreement proposes a monthly discount of $30 per month from any plan for low-income households. Similar to the Federal Communications Commission’s Affordable Connectivity Program (ACP) that was offered to low-income households during the COVID-19 era, eligibility will be proven when a customer demonstrates participation in any of the following federal and state low-income programs: a. Supplemental Nutrition Assistance Program (SNAP) b. Medicaid c. Special Supplemental Nutrition Program for Women, Infants, and Children (WIC) d. Supplemental Security Income (SSI) e. Federal Public Housing Assistance Program f. Veterans Pension and Survivors Benefit g. Free and Reduced Lunch Program or School Breakfast Program h. Receipt of a Federal Pell Grant in the current award year i. Lifeline Benefit Program This approach is easier for both Aspire and for prospective customers to utilize because they will not have to repeat low-income certification processes that were already completed. According to Federal Communications Commission (FCC) estimates, 13% of the approximately 12,000 households in Moorpark’s 93021 zip code are eligible for a low- income discount through participation in the above programs. When the ACP program was being offered, over 1,100 households in the 93021 zip code were enrolled in ACP discounts. Internet Service + Interconnection for City Facilities The City currently pays for Spectrum Internet connections at various City-owned facilities, such as City Hall, the Moorpark City Library, Arroyo Vista Recreation Center, and the Moorpark Public Services Facility. The City also currently pays Spectrum for fiber optic connections between various City facilities to enable communication between them for day-to-day City operations. The City also pays for slower Internet connections from AT&T as a backup contingency if the Spectrum network goes down. In FY 2024/25, the City expects to pay approximately $97,275 to Spectrum for these services. 29 Honorable City Council 04/02/2025 Regular Meeting Page 9 As part of the Smart City Services Agreement, Aspire will become the primary provider for Internet service and these interconnections, at a cost to the City of $40,000 per year, through June 30, 2026. Every July 1 thereafter, the cost will increase by 3% annually. In addition to the cost savings, Aspire will be offering faster speeds for the City’s Internet service at various City facilities. The proposed interconnections between City facilities will be more robust than existing interconnections the City currently procures from Spectrum by upgrading from a hub-and-spoke network model to a mesh network model with additional redundant connections to be made available to maintain communications in the event of downtime or failure of any one individual connection. The Smart City Services Agreement takes Aspire’s construction schedule into consideration; Aspire cannot provide these connections until they construct their network to a particular City facility. Pursuant to the Smart City Services Agreement, Aspire must provide these connections by specified network construction milestones. If they do not provide the connections by those milestones, Aspire will have to begin reimbursing the City for a portion of its costs associated with procuring these connections from other vendors. Ultimately, when the Aspire network is fully deployed, the City will have access to a faster network, achieve significant cost savings in the tens of thousands of dollars annually, and have a more resilient network with additional redundancies built in to mitigate any service disruptions caused by equipment failure or damage to individual connections. Initial Demand Points The City has created a list of demand points where the City anticipates it may have use for Internet service. It is most cost-effective and efficient for Aspire to install these demand points while it is constructing its network at these locations. The Smart City Services Agreement identifies 47 initial demand points where Aspire will provide an Internet connection for the City’s use at no cost to the City. These locations are listed in the Smart City Services Agreement, but generally include the following: • Traffic Signals: City-owned traffic signals are included, to facilitate future traffic signal interconnection technologies. It should be noted that signals in the Moorpark Highlands and Serenata communities are only required if Aspire deploys its network to residences on the private streets located in those communities; homeowners association permission is required to access those private streets. • City Parks: All City-owned parks are included, except for the Community Center Park (799 Moorpark Avenue). Aspire is already required to provide an Internet connection at the Community Center, and any Internet services needed for that 30 Honorable City Council 04/02/2025 Regular Meeting Page 10 park would originate inside the building. Parks in the Moorpark Highlands and Serenata communities are only required if Aspire deploys its network to those communities. • Other Facilities: The Moorpark Metrolink Station, High Street Arts Center, Serenata Trail Trailhead, locations of potential future traffic signals, the western terminus of Shadyridge Road (the emergency exit gate for the Moorpark Home Acres neighborhood), and the future trailhead for the City-owned open space at the eastern terminus of Campus Park Drive are also included. Future Demand Points It is likely that the City will have need for additional Internet service connections in the future. The Smart City Services Agreement requires Aspire to provide the City with free connections at any future signalized intersections built in new developments, if Aspire is extending its network through those intersections. For other future demand points, the Smart City Services Agreement requires Aspire to offer a 25% discount to the City for any connection/construction costs and provide the requested Internet service at a cost of $20 per month through June 30, 2026. That rate will increase every July 1 thereafter by 3% annually. Above-Ground Cabinets and Related Easements As part of its fiber optic network infrastructure, Aspire is proposing to locate four above- ground utility cabinets across the community. The cabinets measure up to 30” wide x 36” deep x 72” tall and are proposed to be located adjacent to parks rather than residences or businesses to minimize visual impacts. The proposed cabinet locations are: - Tierra Rejada Park: Located in a mulch planter immediately behind the Mountain Trail Street sidewalk, roughly midway between Cedar Springs Street and the parking lot driveway to maximize vehicular sight lines. - Peach Hill Park: Located in a mulched parkway between the sidewalk and roadway adjacent to the northwest corner of the park. - Veterans Memorial Plaza: Located in a groundcover-laden planter immediately behind the Flinn Avenue sidewalk, adjacent to an existing above-ground utility cabinet, separate from the actual memorial structures. - Campus Canyon Park: Located in a mulched planter immediately behind the Campus Canyon Drive sidewalk, roughly opposite the intersection with Monroe Avenue. 31 Honorable City Council 04/02/2025 Regular Meeting Page 11 Additionally, Aspire is seeking to install fiber optic cable and conduit across the City- owned property located at the western terminus of Shadyridge Road that contains the emergency exit gate serving the Moorpark Home Acres community located in unincorporated Ventura County. This infrastructure will facilitate Internet service for the City for a potential future security camera for the emergency exit gate and also serve as a gateway for a potential Aspire expansion to serve the Moorpark Home Acres community. For Aspire to utilize these locations outside of the City’s right-of-way, they must obtain rights from the City to use these properties through an easement. Staff recommends that the City Council delegate authority to grant access/utility easements to Aspire to the City Manager at these locations. Doing so would allow Aspire to defer preparation of precise plans for this construction until they reach that point of their project (i.e., identifying underground utility or irrigation lines that may result in the need to shift their cabinets several feet away) and also reduce the time needed to obtain the necessary easements because additional City Council approvals for the precise easement locations would not be required. Aspire Footprint, Speeds, Pricing, and Timing Although the draft License Agreement allows Aspire to deploy its fiber optic network within any City right-of-way located within the city limits, Aspire intends to deploy as shown below: Aspire has indicated that it does not intend to deploy its network in the neighborhoods accessed by Championship Drive because both AT&T and Charter already operate fiber optic networks in those neighborhoods. As described previously, Aspire does intend to 32 Honorable City Council 04/02/2025 Regular Meeting Page 12 deploy its network within private roads owned by many homeowners associations (HOAs) throughout Moorpark as well. However, Aspire must obtain separate permission from those HOAs to deploy its network within their private roads. Aspire’s ultimate buildout will be subject to change as additional potential customers emerge, particularly in nonresidential areas. Aspire intends to offer three tiers of service to its customers, with each offering different speeds at different monthly costs. In addition to offering lower prices for similar service, Aspire’s network will greatly expand availability of high-speed uploads. That will be especially beneficial for residents and businesses that upload large files, such as video. A comparison of Aspire’s planned pricing, along with other in-ground ISPs offerings, is shown below: Provider Download Speed (Mbps) Upload Speed (Mbps) Monthly Cost Aspire (Tier 1) 500 500 $80.00 Aspire (Tier 2) 1,000 1,000 $95.00 Aspire (Tier 3) 2,000 2,000 $120.00 AT&T (Fiber, Tier 1)* 300 300 $65.00 (plus taxes/fees) AT&T (Fiber, Tier 2)* 500 500 $75.00 (plus taxes/fees) AT&T (Fiber, Tier 3)* 1,000 1,000 $90.00 (plus taxes/fees) AT&T (Fiber, Tier 4)* 2,000 2,000 $155.00 (plus taxes/fees) AT&T (Fiber, Tier 5)* 5,000 5,000 $255.00 (plus taxes/fees) Spectrum (Tier 1) 500 20 $90.00 Spectrum (Tier 2) 1,000 35 $100.00 * AT&T Fiber has very limited availability in Moorpark, generally only available in neighborhoods located along Championship Drive. It should be noted that Aspire’s tiers and pricing are subject to change at any time and are not fixed or otherwise regulated by the License Agreement. Similarly, the City has no regulatory control over AT&T’s or Spectrum’s tier structures or pricing. Aspire has advised that they will be able to begin installation of its network as soon as May 2025 and anticipates needing 12 months of active construction. However, that will be subject to weather conditions and permitting turnaround times for other agencies such as Caltrans and the Ventura County Watershed Protection District. 33 Honorable City Council 04/02/2025 Regular Meeting Page 13 ENVIRONMENTAL DETERMINATION The Community Development Director has reviewed the recommended actions and associated agreements and found the project to be Categorically Exempt in accordance with Section 15301 (Class 1: Existing Facilities) of the CEQA Guidelines because the project consists of deployment of utility infrastructure within existing street, road, and park facilities. Therefore, staff has determined that there is no substantial evidence that the project would have a significant effect on the environment. FISCAL IMPACT The recommended actions would have a net positive fiscal impact on the City, both by reducing expenditures and by increasing revenues. Staff estimates that utilizing Aspire’s network, once fully built out, will save approximately $57,275 in Internet service expenditures per year, increasing over time with inflation. As the City makes further use of free Internet connections at various demand points (such as traffic signals and parks), the City’s annual savings will increase. City revenues will increase over time as Aspire adds customers and revenue share provisions ramp up. While no City revenue share revenues are forecast for the remainder of FY 2024/25, estimated annual revenues are forecasted for $12,000 in FY 2026/27, $64,000 in FY 2027/28, and $200,000 annually by the fifth year. Actual revenues will ultimately depend on the speed at which Aspire deploys its network and adds customers, the extent to which Aspire will gain access to HOA-owned private roads, and the timing of new development within Moorpark. Staff estimates that up to $75,000 of outside civil engineering works may be completed during FY 2024/25. Thus, staff has prepared the attached Supplemental Budget Request to account for FY 2024/25 expenditures of $75,000 (Attachment 5) for outside civil engineering consultants (m6 Consulting, Inc.) and offsetting revenues from Aspire to reimburse the City for those expenditures. If the License Agreement is approved, the City’s FY 2025/26 Budget will reflect the balance of offsetting revenues and expenditures for the balance of the project. COUNCIL GOAL COMPLIANCE This action does not support a current strategic directive. STAFF RECOMMENDATION (ROLL CALL VOTE REQUIRED) 1. Introduce Ordinance No. ___ allowing the use of microtrenching for fiber optic cables and implementing SB 378; and 2. Adopt Resolution No. 2025-____ establishing microtrenching specifications and standards; and 34 Honorable City Council 04/02/2025 Regular Meeting Page 14 3. Approve the attached License Agreement with Aspire for access to and use of the City’s right-of-way for fiber optic cable installation and accessory facilities for its network, and authorize the City Manager to execute the Agreement subject to final language approval by the City Manager and City Attorney; and 4. Approve the attached Smart City Services Agreement between the City and Aspire by which the City obtains various services and physical infrastructure improvements from Aspire for use by the City, and authorize the City Manager to execute the Agreement subject to final language approval by the City Manager and City Attorney; and 5. Authorize the City Manager to grant access/utility easements to Aspire for infrastructure associated with the License Agreement and Smart City Services Agreement; and 6. Adopt Resolution No. 2025-____ approving a Supplemental Budget Request to amend the FY 2024/25 Budget to reflect offsetting revenues and expenditures associated with plan check and inspection services needed to implement the License Agreement. Attachment 1: Draft Ordinance No. ___ Attachment 2: Draft Resolution No. ____ (Microtrenching) Attachment 3: License Agreement with Aspire Broadband LLC Attachment 4: Smart City Services Agreement Attachment 5: Draft Resolution No. ____ (Budget Amendment) 35 ATTACHMENT 1 12853-0102\3061338v8.doc ORDINANCE NO. ___ AN ORDINANCE OF THE CITY OF MOORPARK, CALIFORNIA, AMENDING CHAPTER 12.04 (ENCROACHMENTS) OF TITLE 12 (STREETS, SIDEWALKS AND PUBLIC PLACES) OF THE MOORPARK MUNICIPAL CODE TO ESTABLISH SPECIFIC STANDARDS FOR THE PLACEMENT OF FIBER OPTIC CABLE SYSTEMS AND ASSOCIATED APPURTENANCES BY INTERNET SERVICE PROVIDERS IN THE PUBLIC RIGHT-OF-WAY, ESTABLISHING MICROTRENCHING STANDARDS AS REQUIRED BY GOVERNMENT CODE SECTION 65964.5, AND MAKING A FINDING OF EXEMPTION UNDER CEQA WHEREAS, internet service providers (ISPs) that do not operate as telephone companies and which are not regulated by the California Public Utilities Commission (CPUC) and do not have state preemptive law to use the public right-of-way under Public Utilities Code Section 7901, and do not have a statewide franchise under the Digital Infrastructure and Video Competition Act, have been established and seek to provide broadband internet connections to residents, businesses and institutions in the city, and many of these providers seek to do so using fiber optic cables and associated equipment and appurtenances that are to be installed underground in the public right-of-way; and WHEREAS, in the absence of state preemptive franchises, law or CPUC regulation, each city in which these ISPs seek to operate require specific permission from the city to place their fiber optic cables and associated equipment and appurtenances in the city’s right-of-way; and WHEREAS, California Government Code Section 65964.5 requires each city to adopt or amend existing policies, ordinances, codes or construction rules to allow for microtrenching for the installation of subsurface pipe or conduit within which to run fiber optic cables within cities and counties; and WHEREAS, the term “microtrenching” refers to the excavation of a narrow open trench less than or equal to four inches in width and not less than 12 inches in depth and not more than 26 inches in depth and that is created for the purpose of installing subsurface pipe or conduit; and WHEREAS, the potential hazards from and conflicts created by the existence of fiber optic cables in the public right-of-way are different from traditional utilities, such as water, sewer, gas, storm drains, electric and telephone, and call for specific regulations that vary from requirements for other utilities and facilities; and WHEREAS, the City seeks to facilitate the operation of internet service providers in the City and to comply with state law with the adoption of city standards for microtrenching in the public right-of-way which requires deviations from existing encroachment standards currently set forth in the Moorpark Municipal Code; and 36 Ordinance No. ___ Page 2 12853-0102\3061338v8.doc WHEREAS, by this Ordinance, the City intends to protect the public health, safety and welfare of the community by ensuring that the City complies with state law and provides appropriate and safe standards for the excavation of trenches for fiber optic cables and associated equipment and appurtenances; and WHEREAS, the Community Development Director has reviewed this Ordinance and found it to be Categorically Exempt in accordance with Section 15301 (Class 1: Existing Facilities) of the CEQA Guidelines in that it consists solely of establishing standards for deployment of utility infrastructure within existing street, road, and park facilities. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF MOORPARK DOES ORDAIN AS FOLLOWS: SECTION 1. ENVIRONMENTAL DETERMINATION: The City Council, based on its own independent analysis and judgment, concurs with the Community Development Director’s determination that the project is categorically exempt from the requirements of the California Environmental Quality Act (CEQA) pursuant to Section 15301 (Class 1: Existing Facilities) of the CEQA Guidelines. Therefore, no further environmental analysis is required. SECTION 2. Paragraph B of Section 12.04.010 (Title of provisions - References to other ordinances) of Article I (General Provisions) of Chapter 12.04 (Encroachments) of Title 12 (Streets, Sidewalks and Public Places) of the Moorpark Municipal Code is hereby amended to read as follows: “B. The provisions of this chapter shall operate as a supplement to all applicable California Code sections concerning encroachments on city streets and roadways.” SECTION 3. Section 12.04.040 (Definitions) of Article I (General Provisions) of Chapter 12.04 (Encroachments) of Title 12 (Streets, Sidewalks and Public Places) of the Moorpark Municipal Code is hereby amended to add the following definitions in alphabetical order: “‘Director’ means the director of the city’s department of public works or his or her designee.” “‘Fiber’ means fiber optic cables, and related ancillary equipment such as conduit, ancillary cables, hand holes, vaults and terminals.” “‘Microtrench’ means a narrow open excavation trench that is less than or equal to 4 inches in width and not less than 12 inches in depth and not more than 26 inches in depth and is created for the purpose of installing a subsurface pipe or conduit.” “‘Microtrenching’ means the excavation of a microtrench.” 37 Ordinance No. ___ Page 3 12853-0102\3061338v8.doc SECTION 4. Section 12.04.040 (Definitions) of Article I (General Provisions) of Chapter 12.04 (Encroachments) of Title 12 (Streets, Sidewalks and Public Places) of the Moorpark Municipal Code is hereby amended to amend the following definition: “‘Commissioner’ shall mean the director.” SECTION 5. Paragraph G of Section 12.04.430 (Fees and Costs) of Article II (Application for and Issuance of Permits) of Chapter 12.04 (Encroachments) of Title 12 (Streets, Sidewalks and Public Places) of the Moorpark Municipal Code is hereby amended to read as follows: “Unless otherwise provided in a license agreement or other agreement between the city and the applicant, the schedule of fees or charges will be those recommended by the director and adopted by resolution of the city council from time to time. Where work for which a permit is required by this chapter is started or proceeded with, prior to obtaining said permit, the specified fees shall be doubled, but the payment of such double fee shall not relieve any persons from fully complying with the requirements of this chapter in the execution of the work nor from any other penalties prescribed herein.” SECTION 6. Article VIII (Appeals and Penalties) of Chapter 12.04 (Encroachments) of Title 12 (Streets, Sidewalks and Public Places) of the Moorpark Municipal Code is hereby renumbered as Article IX, existing Sections 12.04.940 through 12.04.950 are renumbered as 12.04.950 and 12.04.960 respectively, and a new Article VIII is added to read as follows: “Article VIII. Microtrenching and Other Standards for Internet Service Providers “12.04.940 Special Standards for Internet Service Providers. A. This article shall apply to internet service providers that: (i) do not operate as telephone companies regulated by the California Public Utilities Commission (CPUC); (ii) do not have state preemptive law to use the public right-of-way under Public Utilities Code Section 7901, and (iii) do not have a statewide franchise under the Digital Infrastructure and Video Competition Act. B. Permittees within the scope of this article shall be subject to microtrenching installation standards recommended by the director, adopted by resolution of the city council, and as may be amended from time to time. In the event of a conflict between the provisions of this chapter and the microtrenching installation standards adopted by the city council, the microtrenching installation standards adopted by the city council by resolution shall control. 38 Ordinance No. ___ Page 4 12853-0102\3061338v8.doc C. Permittees within the scope of this article shall enter into a license agreement or other similar agreement with the city for operation in the city’s rights-of-way. Such license agreement or similar agreement may contain provisions that vary from the provisions of this chapter including provisions related to fees and costs and may vary from the provisions of a fee resolution adopted by the city council. In the absence of a contrary provision contained in the license agreement or other agreement, the requirements of this chapter shall apply to permittees within the scope of this article.” SECTION 7. If any section, subsection, sentence, clause, phrase, part or portion of this ordinance is for any reason held to be invalid or unconstitutional by any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this ordinance. The City Council declares that it would have adopted this ordinance and each section, subsection, sentence, clause, phrase, part or portion thereof, irrespective of the fact that any one or more section, subsections, sentences, clauses, phrases, parts or portions be declared invalid or unconstitutional. SECTION 8. This ordinance shall become effective thirty (30) days after its passage and adoption. SECTION 9. The City Clerk shall certify to the passage and adoption of this ordinance; shall enter the same in the book of original ordinances of said City; shall make a written record of the passage and adoption thereof in the minutes of the proceedings of the City Council at which the same is passed and adopted; and shall publish notice of adoption in the manner required by law. PASSED and ADOPTED this ____ day of ___________, 2025 _______________________________ Chris R. Enegren, Mayor ATTEST: _________________________________ Ky Spangler, City Clerk 39 ATTACHMENT 2 12853-0102\3070828v4.doc RESOLUTION NO. ____ A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MOORPARK, CALIFORNIA, ADOPTING STANDARD PLANS AND SPECIFICATIONS FOR MICROTRENCHING FOR THE PLACEMENT OF FIBER OPTIC CABLE SYSTEMS AND ASSOCIATED APPURTENANCES BY INTERNET SERVICE PROVIDERS IN THE PUBLIC RIGHT- OF-WAY, AND MAKING A FINDING OF EXEMPTION UNDER CEQA WHEREAS, California Government Code Section 65964.5 requires each city to adopt or amend existing policies, ordinances, codes or construction rules to allow for microtrenching for the installation of subsurface pipe or conduit within which to run fiber optic cables within cities and counties; and WHEREAS, the term “microtrenching” refers to the excavation of a narrow open trench less than or equal to four inches in width and not less than 12 inches in depth and not more than 26 inches in depth and that is created for the purpose of installing subsurface pipe or conduit; and WHEREAS, the potential hazards from and conflicts created by the existence of fiber optic cables in the public right-of-way are different from traditional utilities, such as water, sewer, gas, storm drains, electric and telephone, and call for specific regulations that vary from requirements for other utilities and facilities; and WHEREAS, the City seeks to facilitate the operation of internet service providers in the City and to comply with state law with the adoption of City standards for microtrenching in the public right-of-way which requires deviations from existing encroachment standards currently set forth in the Moorpark Municipal Code; and WHEREAS, by Ordinance No. ___, the City adopted Article VIII of Chapter 12.04 of the Moorpark Municipal Code to establish specific and separate standards for microtrenching encroachments by Internet service providers. Permittees for encroachments within the scope of that new Article VIII are to be subject to microtrenching installation standards recommended by the Director of Public Works which are to be adopted by resolution of the City Council; and WHEREAS, the purpose of this Resolution is to adopt microtrenching installation standards as recommended by the Director of Public Works as provided by Section 12.04.940 of the Moorpark Municipal Code; and WHEREAS, the Community Development Director has reviewed this Resolution and found it to be Categorically Exempt in accordance with Section 15301 (Class 1: Existing Facilities) of the CEQA Guidelines in that it consists solely of establishing standards for deployment of utility infrastructure within existing street, road, and park facilities. 40 Resolution No. 2025-____ Page 2 NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF MOORPARK DOES HEREBY RESOLVE AS FOLLOWS: SECTION 1. ENVIRONMENTAL DETERMINATION: The City Council, based on its own independent analysis and judgment, concurs with the Community Development Director’s determination that the project is categorically exempt from the requirements of the California Environmental Quality Act (CEQA) pursuant to Section 15301 (Class 1: Existing Facilities) of the CEQA Guidelines. Therefore, no further environmental analysis is required. SECTION 2. The City Council, based on the recommendation of the Director of Public Works, does hereby adopt the microtrenching plans and specifications contained in Exhibit A to this Resolution as the standard microtrenching requirements for the City of Moorpark for Internet service and other providers installing underground fiber optic cable using microtrenching, within the scope of Government Code Section 65964.5. SECTION 3. The City Clerk shall certify to the adoption of this resolution and shall cause a certified resolution to be filed in the book of original resolutions. PASSED and ADOPTED this 2nd day of April, 2025 _______________________________ Chris R. Enegren, Mayor ATTEST: _________________________________ Ky Spangler, City Clerk Attachment – Exhibit A 41 Resolution No. 2025-____ Page 3 EXHIBIT A Microtrenching installation standards for Internet service and other providers installing underground fiber optic cable using microtrenching within the scope of Government Code Section 65964.5. 42 Resolution No. 2025-____ Page 4 43 Resolution No. 2025-____ Page 5 44 Resolution No. 2025-____ Page 6 45 Resolution No. 2025-____ Page 7 46 Resolution No. 2025-____ Page 8 47 Resolution No. 2025-____ Page 9 48 Resolution No. 2025-____ Page 10 49 Resolution No. 2025-____ Page 11 50 Resolution No. 2025-____ Page 12 51 Resolution No. 2025-____ Page 13 52 Resolution No. 2025-____ Page 14 53 Resolution No. 2025-____ Page 15 54 ATTACHMENT 3 NON-EXCLUSIVE LICENSE AGREEMENT This NON-EXCLUSIVE LICENSE AGREEMENT (“Agreement” or “License”) is entered into this _______ day of ______________, 2025 (the “Effective Date”) by and between the CITY OF MOORPARK, a California municipal corporation (“City”) and ASPIRE BROADBAND, LLC, a Florida limited liability company (“Licensee”). For the purposes of this License, City and Licensee may be referred to collectively as the “Parties” or individually as a “Party.” RECITALS WHEREAS, Licensee has proposed the installation of a City-wide fiber optic cable system and associated appurtenances, which is intended to provide benefits to City and its residents and businesses through the provision of internet access and related data services; and WHEREAS, Article VIII “Microtrenching and Other Standards for Internet Service Providers,” of Chapter 12.04 “Encroachments,” of Title 12 “Streets, Sidewalks, and Public Places” of the Moorpark Municipal Code, authorizes the City to enter into license agreements with internet service providers not otherwise having preemptive rights under State law to use public rights of way, allowing such providers to install, operate and maintain communications lines including fiber optic cables, conduits, and related infrastructure, necessary for the provision of internet and related data services in, under and/or upon City streets, rights of way and other City property. Any such license agreement may contain provisions that deviate from the requirements of Chapter 12.04, including provisions relating to fees and costs, and/or construction and permitting requirements; and WHEREAS, Licensee and City desire to enter into this Agreement in order to authorize Licensee to encroach in, under, and/or upon City streets, rights of way, and other City-owned areas, for the purpose of installing, operating, and maintaining optic fiber cables, related conduits and other infrastructure comprising the fiber optic cable system and necessary to provide internet access and related data services (collectively, “System”); and WHEREAS, City and Licensee further enter into this License to set forth terms and conditions governing Licensee’s use of City’s streets, rights of way, and other City property in order to install, operate and maintain the System, and to set forth additional obligations of the Parties. NOW THEREFORE, in consideration of the mutual promises and agreements contained in this License, the Parties agree as follows: 1. Recitals. The facts set forth in the recitals, above, are true and correct, and are hereby incorporated by this reference. 55 -2- 2. Term and Termination of License. The term of this License (“Term”) shall commence on the Effective Date of the License. Unless sooner terminated as provided herein, the initial term of this License (“Initial Term”) shall be for a period of ten (10) years, commencing on the Effective Date. This License may be automatically renewed for up to eight (8) additional, successive, five (5) year terms (each a “Renewal Term”), unless either Party provides the other with written notice of non-renewal not less than ninety (90) days prior to the expiration of the Initial Term or any then-current Renewal Term. Notwithstanding the foregoing, either Party may terminate this agreement following a defaulting Party’s failure to cure its default after provision of not less than thirty days’ prior, written notice of default and demand to cure being served on the defaulting Party. Licensee shall have the right to terminate this License, at any time, without cause, by providing City with not less than six (6) months’ prior, written notice. Upon such termination, this License shall become null and void and neither Party shall have any further rights or duties hereunder, except for those provisions that survive this Agreement. Within sixty (60) days of the effective date of termination or expiration, Licensee shall, at City’s option: (i) obtain City’s written approval to abandon some or all of the Facilities (as defined) in place, and remove any facilities not so approved for abandonment; or (ii) remove all of Licensee’s Facilities, and restore all affected City property to its original conditions, reasonable wear and tear excepted. At no cost to the City, the City may, but is not required to, take immediate ownership of Facilities abandoned in place. 3. Grant of License. A. Licensee is hereby granted a license to install, operate, and maintain the System, including all related facilities, fiber optic cables, equipment, and infrastructure (collectively, “Facilities”), in, over, and upon City streets, rights of way, and other City- owned property (collectively, “Rights of Way”), comprising five (5) license areas, all as more fully described in Exhibit A, attached hereto and incorporated by this reference (individually and collectively, “License Area”). All Facilities are and shall remain the property of Licensee, except any Facilities authorized by City to be abandoned in place. The License Area further includes City properties outside the Rights of Way located at the western terminus of Shadyridge Road, which contains the emergency access gate serving the Moorpark Home Acres community, and locations located at Peach Hill Park, Tierra Rejada Park, Veterans Memorial Plaza, and Campus Canyon Park to facilitate locations of aboveground utility cabinets. These above-listed City properties and approximately locations are shown in Exhibit A, and precise locations will be determined by mutual agreement of the City and Aspire at the time of issuance of the corresponding Encroachment Permit for that portion of the License Area and subject to the City granting any necessary corresponding access and utility license/easement to Aspire over its property, the granting of which shall not be unreasonably withheld by the City. The License Area does not include any other private property, even if surrounded by the License Area. Plans and specifications accurately depicting the location of all Facilities must be approved in writing by the City Engineer prior to Licensee commencing any 56 -3- installation activities pursuant to this License, and upon such approval, shall be deemed to be part of this Agreement. Licensee shall not materially alter, modify, or revise the approved plans or specifications, or any of the approved Facilities, including any alteration that would affect the location or overall size of any of the Facilities, without City’s prior, written consent. This is a revocable license. No other interest of any kind is created by this Agreement. Licensee acknowledges that its exercise of rights pursuant to this License may create a taxable, possessory interest, and that Licensee, not City, shall be responsible for payment of any such tax. Nothing herein shall exempt Licensee from City’s business license tax requirements. B. During the Term, Licensee shall have the right to analyze the suitability of the License Area for its intended use. Licensee and its employees, agents, contractors, engineers, and surveyors shall have the right to enter upon the License Area to inspect, conduct, perform and examine soil borings, drainage testing, material sampling, surveys and other geological or engineering tests or studies of the License Area, and to do those things on the License Area that, in the sole opinion of Licensee, are necessary to determine the physical condition of the License Area, the environmental history of the License Area, City’s title to the License Area and the feasibility or suitability of the License Area for Licensee’s use as defined in the License, all at Licensee’s expense (the “Due Diligence”). Activities conducted in connection with Licensee’s Due Diligence shall not be deemed to constitute commencement of construction of improvements. Upon completion of Licensee’s Due Diligence activities, Licensee shall promptly restore the License Area to its prior condition, reasonable wear and tear excepted. To facilitate Licensee’s Due Diligence, City hereby grants Licensee and its employees, agents, contractors, engineers and surveyors the right to use temporary pedestrian and vehicular access from a public road to the License Area. C. Licensee is also authorized to utilize existing and future City-owned conduit, including but not limited to existing conduit within High Street, Princeton Avenue, and Spring Road, and dark fiber in connection with operation of the System, as may be expressly authorized in writing by City, subject to the provisions of this License. 4. License Fee. As consideration for the right to use and occupy the License Area for the purposes authorized herein, Licensee agrees to pay City fees pursuant to the fee structure set forth in Exhibit B, attached hereto and incorporated by reference herein. 5. Access Procedure. A. Licensee shall access the License Area in accordance with the terms and conditions of this License, and pursuant to any additional permits issued by the City as may be required, including required notifications to the City prior to accessing the License Area. The fees and costs of any construction permits and/or costs of inspection shall be paid for by Licensee. Prior to Licensee commencing installation, License shall post and throughout the Term maintain a minimum deposit from which such fees and costs will be 57 -4- withdrawn as City’s services are performed. Deposit amounts shall be as further described in Exhibit B attached hereto and incorporated by reference herein. Upon completion of all installation and construction, any funds remaining will be returned to Licensee. B. “Encroachment Requirements and Technical Specifications” for encroaching into City Rights of Way, including microtrenching and connecting to power sources and third party data transmission facilities, and specifications related to the proposed fiber optic cable, conduit, and related equipment, are set forth in Exhibit C attached hereto and incorporated by reference herein. Microtrenching requirements include those set forth in the resolution adopted by the City Council pursuant to Article VIII of Chapter 12.04 of Title 12 of the Moorpark Municipal Code, and the same is incorporated by reference herein. Subject to the foregoing, the provisions of Chapter 12.04 shall not apply to this License except as expressly provided herein. C. City shall designate and use a single point of contact (“City Contact”) representing the City’s Public Works Department and Building and Safety Division, for the processing of all work under and associated with this License. The City Contact will be responsible for facilitating and expediting the plan checks, inspections, and communicating with Licensee, its contractors, representatives, and the general public at the City’s request regarding the construction process and progress. Licensee shall designate and use a single point of contact (“Licensee Contact”) who shall have authority to make decisions on behalf of Licensee required or permitted under this Agreement concerning all aspects of installation and operation of the System. D. During the term of this License, City shall provide an expedited, diligent review of all applications for permits, to the extent permits are necessary, including permits or other necessary items for construction work on the System within the Rights of Way. City acknowledges and agrees that in order for Licensee to perform its obligations under this License, time is of the essence in connection with permitting and approval of the System. Accordingly, City agrees to complete plan review or issue a permit within fourteen (14) calendar days for any initial submittal and within seven (7) calendar days for any resubmittal, in recognition of the performance schedule listed in Exhibit D or as otherwise agreed to in writing by the Parties. E. Prior to commencing construction of any individual License Area of the System and throughout the Term hereof, Licensee shall provide and maintain security to ensure completion of the System in accordance with approved plans and specifications, as may be amended from time to time, and/or restoration of the License Area, following termination or expiration of this Agreement. Such security shall be in the amount of one million dollars ($1,000,000) per License Area, and shall be in the form of a performance bond, letter of credit, or cash deposit, acceptable to City. City may require the amount of such security to be increased based on any expansion of the License Area, and may authorize a reduction in such amount following satisfactory completion of installation. Upon completion of any individual License Area of the System, City shall release the corresponding security within a reasonable time. 58 -5- F. Prior to commencing construction of the System in any individual street within the License Area, Licensee shall make the following notifications to each affected residence and business: i. At least fourteen (14) calendar days before commencing construction, Licensee shall post a door hanger that includes, at minimum, information about what to expect during construction and contact information for Licensee. ii. At least seventy-two (72) hours before commencing construction, Licensee shall place ‘No Parking’ signs that include, at minimum, the date(s) of construction, information regarding any parking prohibitions, and contact information for Licensee, for use by affected residents and businesses. G. Upon completion of construction of any portion of the System, Licensee shall deliver a post-construction door hanger advising any affected residence and business that construction has been completed. 6. [This section is intentionally left blank.] 7. Standard of Care. All work and Licensee operations within the License Area, including any and all entry upon, over, under or along the Rights of Way, must be performed under the supervision of Licensee and its contractors, in a good and skillful manner, and in compliance with all applicable standards contained in the Moorpark Municipal Code, and any and all applicable local, State, and federal laws, statutes, codes, orders and regulations. Any and all damage to any property within the License Area, including the Rights of Way, resulting from the activities of Licensee must be repaired by Licensee at Licensee’s sole expense, and to the reasonable satisfaction of City. The excavation within any Rights of Way by Licensee must be monitored by Licensee for any lateral movement or other forms of trench failure. 8. Utilities and Maintenance. A. Licensee will pay for all utilities necessary to operate the System. City will cooperate with Licensee’s efforts to obtain utilities from any location provided by City or the servicing utility. Licensee agrees to obtain utility access from the nearest possible connection to minimize damage to the Rights of Way, to the extent commercially reasonable and acceptable to City. Throughout the term of this License, Licensee agrees to maintain its facilities in good operational and safe condition, in good condition as to aesthetic issues including painting of equipment and refuse removal at work locations within the License Area. B. Any and all damage to the Rights of Way resulting from maintenance activities of Licensee must be promptly repaired by Licensee at no expense to City, to the condition existing prior to such activities, and to the reasonable satisfaction of City. 59 -6- C. Licensee shall obtain a blanket encroachment permit to conduct maintenance activities as set forth in Moorpark Municipal Code Section 12.04.350, as may be amended, subject to the conditions and terms of this License. D. Except in the event of an emergency, Licensee shall provide notice to City at least forty-eight (48) hours prior to any intended access of the License Area. In the event of an emergency (which shall include any loss of service), Licensee shall provide notice to City as soon as practicable and if at all possible, prior to accessing the License Area. Licensee shall comply at all times with the then-current California Manual on Uniform Traffic Control Devices (CA-MUTCD), and any other applicable City or State regulations. E. Licensee shall at all times maintain and provide to City a 24-hour emergency telephone number, by which Licensee shall, upon an emergency notification from City, dispatch a Licensee representative to arrive as needed within one hour of receipt of the City’s call. 9. Notices. All notices permitted or required hereunder shall be in writing and shall be given by (i) established national courier service which maintains delivery records, (ii) hand delivery, or (iii) certified or registered mail, postage prepaid, return receipt requested. Notices are effective upon receipt, or upon attempted delivery if delivery is refused or if delivery is impossible because of failure to provide reasonable means for accomplishing delivery. The notices shall be sent to the Parties at the following addresses: CITY: City of Moorpark Attn: City Manager 323 Science Drive Moorpark, CA 93021 LICENSEE: Aspire Broadband, LLC 41 Skyline Drive, Suite 1001 Lake Mary, FL 32746 10. Insurance. Prior to commencing any work within the License Area including Due Diligence activities, Licensee shall procure, and throughout the term of this Agreement maintain, commercial general and auto liability insurance, and workers compensation, as more fully described in Exhibit E, attached hereto and incorporated by reference herein. 11. Indemnity. To the fullest extent permitted by law, Licensee agrees to defend and pay reasonable attorney’s fees and experts’ costs, indemnify and hold City, its elected and appointed officials, officers, employees, and agents (the “Indemnified Parties”) harmless with respect to any and all claims, stop notices, judgments, penalties, losses, damages, injuries and liability including, but not limited to, claims and liability for bodily injury, death, and/or property damage (collectively, “Losses”), arising out of, related to, or caused by the acts, omissions, or willful misconduct of Licensee, its officials, 60 -7- officers, employee, consultants, or contractors related to or in connection with the exercise of rights and/or performance of obligations under this Agreement, except to the extent such Losses are caused by the active negligence or willful misconduct of any of the Indemnified Parties. Licensee shall not cause or permit the escape, disposal or release of any Hazardous Materials within, upon or from the License Area, in any manner prohibited by law. Licensee shall indemnify, defend and hold the Indemnified Parties harmless with respect to any and all Losses, including but not limited to, all costs of remediation, removal and disposal, arising out of or related to the release of any Hazardous Materials within the License Area by License, or any of its employee, agents or contractors. For purposes of this License, the term “Hazardous Materials” means any substance which is (i) designated, defined, classified or regulated as a hazardous substance, hazardous material, hazardous waste, pollutant or contaminant under any Environmental Law, as currently in effect or as hereafter amended or enacted, (ii) a petroleum hydrocarbon, including crude oil or any fraction thereof and all petroleum products, (iii) PCBs, (iv) lead, (v) asbestos, (vi) flammable explosives, (vii) infectious materials, or (viii) radioactive materials. “Environmental Laws” means the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, 42 U.S.C. Sections 9601, et seq., the Resource Conservation and Recovery Act of 1976, 42 U.S.C. Sections 6901, et seq., the Toxic Substances Control Act, 15 U.S.C. Sections 2601, et seq., the Hazardous Materials Transportation Act, 49 U.S.C. 5101, et seq., and the Clean Water Act, 33 U.S.C. Sections 1251 et seq., as said laws have been supplemented or amended to date, the regulations promulgated pursuant to said laws and any other federal, state or local law, statute, rule, regulation or ordinance which regulates or proscribes the use, storage, disposal, presence, clean-up, transportation or release or threatened release into the environment of Hazardous Materials. 12. Relocation of Facilities. A. Relocations at Licensee’s Expense. Whenever, during the Term of this License City (i) changes the grade, width or location of any street or improves any street in any manner, including the laying of any sewer, storm drain, conduits, gas, water, electric or other utility system, or other pipes owned or operated by City or any other City- controlled public agency or City-controlled public utility, (ii) constructs any pedestrian tunnels, (iii) moves existing utilities where Licensee’s facilities are located to an underground location, or (iv) performs other work and such work will, in the sole opinion of City, render necessary any change in the position or location of any of the Facilities in or into the street, Licensee shall, at its own cost and expense, effect such change in position or location, in reasonable conformity with the written notice of City to Licensee, and make reasonable restorations as requested by City, which shall be subject to all terms and conditions of this License. This provision shall not apply where Licensee has an easement superior to the subject easement at the time of such written notice of City and can furnish evidence, when required, of such superior easement. If Licensee fails or refuses to relocate its affected Facilities located in, on, upon, along, under, over, across or above any highway or to pave, surface, grade, repave, 61 -8- resurface or regrade in accordance with the provisions of this License, City may undertake commercially reasonable efforts to cause the work to be performed and shall maintain itemized records reasonably documenting the cost and expense associated therewith. Licensee shall reimburse City for such cost and expense within thirty (30) days after presentation to Licensee of the itemized records reasonably documenting such cost and expense. Notwithstanding the foregoing, Licensee is under no obligation to pay for relocation of public utilities or other infrastructure in the License Area that is not owned and controlled by Licensee. B. Expense of Others. Except as provided elsewhere in this License, when rearrangement of Facilities is done for the accommodation of any third party, the cost of such rearrangement will be borne by such party, not Licensee. C. Rearrangement of the Facilities of Others. Nothing contained in this License will be construed to (i) require City to move, alter or relocate any of its infrastructure, utilities, or other facilities upon said streets, at its own expense, for the convenience, accommodation or necessity of any other public utility, person, firm or corporation, or (ii) require City or any person, firm or corporation now or hereafter owning a public utility system of any type or nature, to move, alter or relocate any part of its system upon said streets for the convenience, accommodation or necessity of Licensee. D. Notice of Relocation. Licensee will be given not less than ninety (90) days’ prior written notice of any necessary relocation or rearrangement of Facilities that Licensee is required to make hereunder. Such notice will specify in reasonable detail the work to be performed by Licensee and will specify the time for completion of the work to be accomplished. In the event City changes the provisions of any such notice provided to Licensee, Licensee shall have an additional period of time, not less than ninety (90) days, to accomplish such work, to the extent reasonably feasible to complete performance of the work within such additional period of time. In the event Licensee fails to complete the work in compliance with such written notice following service of same upon Licensee (unless Licensee will be unable to comply with such notice by reason of strikes, riots, acts of God, or act of public enemies), City may cause the work required in the notice to be performed by City or at the election of City, by a private contractor, in a commercially reasonable manner, at Licensee’s sole cost and expense, pursuant to the provisions of this License. E. Eminent Domain. If more than twenty-five percent (25%) of the License Area shall be taken or appropriated by any public or quasi-public authority under the power of eminent domain, either Party hereto shall have the right, at its option, to terminate this License, and City shall be entitled to any and all income, rent, award, or any interest therein whatsoever which may be paid or made in connection with such public or quasi-public use or purpose, and Licensee shall have no claim against City for the value of any unexpired term of this License. If either less than or more than twenty- five percent (25%) of the License Area is taken, and neither Party elects to terminate as herein provided, the rental thereafter to be paid shall be equitably reduced. 62 -9- 13. Non-Interference A. Interference with Licensee’s Business. City agrees that it will not knowingly permit the construction, installation, or operation within the License Area of any additional communications facilities or any equipment or device that interferes with Licensee’s use of the System, except as to City’s right to relocation and rearrangement as set forth herein. B. Interference with City’s Business. Licensee shall operate its System in a manner that will not interfere with the use or enjoyment of the Property by City or by existing or future licensees on the Property. 14. As-Built Drawings. Prior to the City’s release of the performance bond for any individual phase of the network, Licensee shall provide the City with as-built drawings in both PDF format and a GIS-compatible format. 15. General Terms and Conditions. A. Assignment. This License may not be assigned by Licensee without the City’s prior, written consent and such assignee agreeing in writing to the terms of this Agreement. Notwithstanding the foregoing, the transfer of the rights and obligations of Licensee to a parent, subsidiary, or other affiliate of Licensee, or to any successor-in- interest or entity acquiring fifty-one percent (51%) or more of Licensee’s stock or assets will not be deemed an assignment for the purposes of this License and will not require the City’s prior, written consent provided that Licensee reasonably demonstrates to City’s reasonable satisfaction compliance with the following criteria: (i) the proposed transferee will have a financial strength after the proposed transfer at least equal to that of Licensee immediately prior to the transfer; (ii) the proposed transferee assumes in writing all of Licensee’s obligations under this License; and (iii) the experience and technical qualifications of the proposed transferee in providing telecommunications or similar services evidences the ability to sustainably operate the network. B. Governing Law and Venue. This Agreement shall be construed under and governed by the laws of the State of California without regard for conflicts of laws principles. Venue for any legal action arising out of this Agreement shall be the Superior Court for the County of Ventura, California, or the U.S. District Court, Central District, State of California. C. Integrated Agreement. This Agreement, together with all exhibits and documents referenced herein, constitutes the entire agreement between the Parties with respect to the subject matter herein. The provisions of this document shall govern in the event of any conflict or inconsistency with any exhibit hereto or other document(s) referenced herein. No modification of this Agreement shall be binding unless in writing and executed by both Parties. No written or verbal promise, representation or agreement that is not expressly set forth herein shall be binding or have any force or effect. D. Time is of the Essence. Time is of the essence in every term herein. 63 -10- E. Electronic Signatures. Each Party agrees that the electronic signatures of the Parties are intended to authenticate this writing and to have the same force and effect as manual signatures. As used herein, “electronic signature” means any electronic sound, symbol, or process attached to or logically associated with this License and executed and adopted by a Party with the intent to sign such License, including digital, facsimile or email electronic signatures. F. Waiver. The failure of either Party at any time to require performance by the other party of any provision of this Agreement shall in no way affect that Party’s right to enforce such provisions, nor shall the waiver by either Party of any breach of any provision of this Agreement be taken or held to be a waiver of any further breach of the same provision. G. Severability. If any term, provision or condition in this License shall, to any extent, be declared invalid or unenforceable, then, unless such invalidation would deprive a Party of its essential purpose for entering into this Agreement, the remainder of this License shall not be affected thereby, and each term, provision and condition of this License shall be valid and enforceable to the fullest extent permitted by law. H. Counterparts. This Agreement may be executed simultaneously or in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. IN WITNESS WHEREOF, and in order to bind themselves legally to the terms and conditions of this License, the duly authorized representatives of the Parties have executed this Agreement and License as of the Effective Date set forth herein. CITY: CITY OF MOORPARK, a California municipal corporation By: Name: Title: Date: LICENSEE: ASPIRE BROADBAND, LLC, a Florida limited liability company By: Name: Title: Date: Attest: Ky Spangler, City Clerk 64 -11- EXHIBIT A LICENSE AREA AND DESCRIPTION OF FACILITIES BELOW: LICENSE AREA PHASES 65 -12- BELOW: ASPIRE’S INITIAL NETWORK DEPLOYMENT 66 -13- EXHIBIT B LICENSE FEE STRUCTURE PERMIT FEES 1. Annual Blanket Encroachment Permit Fee. The total City fees for a single Annual Blanket Encroachment Permit, required pursuant to Section 8.C of this Agreement, shall not exceed $925.00. This cap shall be inclusive of the application fee, permit/inspection fees, and Technology Enhancement Fee and any other similar surcharge based on application and/or permit/inspection fees that may be adopted by the City in the future. 2. Encroachment Permit Fees for Installation and Construction. City and Licensee agree that the Encroachment Permit Fees contained in the City’s Schedule of Fees and Services Charges would result in the City collecting more fees than the cost to provide the associated services. Accordingly, City and Licensee agree to the following: a. Licensee shall reimburse City for the City’s actual incurred costs associated with plan checking, permitting, inspecting, and administration of this Agreement (“Incurred Costs”). These actual Incurred Costs will be the actual amount billed by the City’s civil engineering consultant, plus a 15% administrative fee to reimburse the City for its staff time in overseeing the consultant, issuing the permits, recordkeeping, etc.). The Encroachment Permit Fees for Installation and Construction shall be exempted from the City’s Technology Enhancement Fee. b. For each individual Encroachment Permit application submitted by Licensee to the City, Licensee shall make a deposit toward to the City’s Incurred Costs, from which the City will draw down to pay any costs associated with this Agreement. The deposit amount shall be $70,000.00 per phase as shown in Exhibit A (Phases 1A, 1B, 2, and 3). The deposit amount for any proposed Encroachments in Phase 4 shall be as mutually determined by City and Aspire based on the proposed scope of work and estimated costs to City to provide plan check, permitting, and inspection services associated with that scope of work. c. If the City’s actual Incurred Costs exceed Licensee’s deposits, City shall invoice Licensee for additional deposits to reflect the higher Incurred Costs. Licensee shall pay invoices within forty-five (45) days. City and Licensee acknowledge that plan check and inspection fees associated with bridge crossings will be greater than those needed for installation within streets and will likely result in supplemental deposit payments described in this subsection. d. Notwithstanding the foregoing, if the City’s actual Incurred Costs exceed $400,000, Licensee and City shall confer to estimate the Incurred Costs necessary for the City’s civil engineering consultant to complete the project (“Remaining Incurred Costs”). If the Remaining Incurred costs are $100,000 or less, Licensee shall be 67 -14- responsible for paying 50% of the Remaining Incurred Costs, and the City shall absorb the other half needed to provide remaining plan check, permitting, and inspection services utilizing City staff. Inasmuch as City staff would be directly providing some of the remaining services, Licensee and City explicitly acknowledge Licensee is responsible for paying 50% of the Remaining Incurred Costs, as distinct from the City’s Incurred Costs. If the Remaining Incurred Costs exceed $100,000, then City shall provide $50,000 of City staff services at no cost to Licensee, at the staff hourly billable rates in effect at the time services are provided, and Licensee shall be responsible for the City’s actual Incurred Costs above $450,000. e. Upon final sign-off of the final Encroachment Permit for installation and construction, City shall refund any remaining funds deposited by Licensee toward the City’s actual Incurred Costs associated with this Agreement to Licensee within forty-five (45) days. 3. Revenue Share. In exchange for access to the City’s right-of-way and fiberoptic conduit throughout License Area, Licensee shall pay City a portion of its gross revenues (Revenue Share) according to the following. a. Amount. The Revenue Share shall be according to the schedule below: 0-1,999 Subscribers $250 per Calendar Quarter 2,000-2,999 Subscribers 2% of Gross Revenue 3,000-4,999 Subscribers 3% of Gross Revenue 5,000-5,999 Subscribers 4% of Gross Revenue 6,000-6,999 Subscribers 5% of Gross Revenue 7,000 or More Subscribers 6% of Gross Revenue The count of subscribers for this purpose shall be the cumulative number of subscribers within the Moorpark City Limits, not the number exclusively within the License Area, and shall be the number of subscribers on the final day of each calendar quarter. b. Frequency of Payments. Licensee shall make Revenue Share payments to City on a quarterly basis, based on the number of subscribers on the final day of March, June, September, and December. Payments shall be due within forty-five (45) days of the close of each calendar quarter. c. Initial Payment. The Revenue Share payment for the calendar quarter in which this Agreement is executed shall be $0.00. d. Revenue Report. Licensee shall provide an accompanying report to City with each payment listing the number of subscribers in each service tier and total revenues from each tier used to calculate the Revenue Share payments. 68 -15- e. Auditable Records. Throughout the term of this Agreement, and for four years following termination or expiration, Licensee shall maintain detailed records of all revenues received in connection with this Agreement. The City shall have the right to inspect and audit any or all such records during normal business hours, upon seventy-two hours prior, written notice. 4. Fees Not Listed Above. For City fees not listed above, City and Licensee agree that Licensee shall pay City the fees contained in the City’s Schedule of Fees and Service Charges in effect at the time that a fee is due. This includes, but is not limited to, fees for Building Permits, Zoning Clearances, and Technology Enhancement Fees. Such permit fees associated with the installation and construction of the System shall count toward the $400,000 Incurred Cost limit contained in Section 2.d, above. 5. Business Registration. Aspire shall maintain a current Business Registration with the City during the term of this Agreement and shall be responsible to pay associated City fees in effect at the time a Business Registration is renewed. Business Registration fees shall not be counted toward the $400,000 Incurred Cost limit contained in Section 2.d, above. 69 EXHIBIT C ENCROACHMENT REQUIREMENTS AND TECHNICAL SPECIFICATIONS 70 71 72 73 74 75 76 77 78 79 80 81 82 83 84 EXHIBIT D TENTATIVE SCHEDULE OF CONSTRUCTION Cabinet Permit # Permit Submit Permit Received CX Start CX Complete Fiber Start Fiber Complete ASPIRE_MOORPARK FDH 1 1 3/29/2025 4/28/2025 5/5/2025 5/15/2025 5/18/2025 5/25/2025 ASPIRE_MOORPARK FDH 2 1 3/29/2025 4/28/2025 5/17/2025 5/27/2025 5/30/2025 6/6/2025 ASPIRE_MOORPARK FDH 3 1 3/29/2025 4/28/2025 5/29/2025 6/8/2025 6/11/2025 6/18/2025 85 Cabinet Permit # Permit Submit Permit Received CX Start CX Complete Fiber Start Fiber Complete ASPIRE_MOORPARK FDH 4 2 5/2/2025 6/1/2025 6/10/2025 6/20/2025 6/23/2025 6/30/2025 ASPIRE_MOORPARK FDH 5 2 5/2/2025 6/1/2025 6/22/2025 7/2/2025 7/5/2025 7/12/2025 ASPIRE_MOORPARK FDH 6 2 5/2/2025 6/1/2025 7/4/2025 7/14/2025 7/17/2025 7/24/2025 ASPIRE_MOORPARK FDH 7 2 5/2/2025 6/1/2025 7/16/2025 7/26/2025 7/29/2025 8/5/2025 ASPIRE_MOORPARK FDH 8 3 6/18/2025 7/18/2025 7/28/2025 8/7/2025 8/10/2025 8/17/2025 ASPIRE_MOORPARK FDH 9 3 6/18/2025 7/18/2025 8/9/2025 8/19/2025 8/22/2025 8/29/2025 ASPIRE_MOORPARK FDH 10 3 6/18/2025 7/18/2025 8/21/2025 8/31/2025 9/3/2025 9/10/2025 ASPIRE_MOORPARK FDH 11 3 6/18/2025 7/18/2025 9/2/2025 9/12/2025 9/15/2025 9/22/2025 ASPIRE_MOORPARK FDH 12 4 8/5/2025 9/4/2025 9/14/2025 9/24/2025 9/27/2025 10/4/2025 ASPIRE_MOORPARK FDH 13 4 8/5/2025 9/4/2025 9/26/2025 10/6/2025 10/9/2025 10/16/2025 ASPIRE_MOORPARK FDH 14 4 8/5/2025 9/4/2025 10/8/2025 10/18/2025 10/21/2025 10/28/2025 ASPIRE_MOORPARK FDH 15 4 8/5/2025 9/4/2025 10/20/2025 10/30/2025 11/2/2025 11/9/2025 ASPIRE_MOORPARK FDH 16 5 9/22/2025 10/22/2025 11/1/2025 11/11/2025 11/14/2025 11/21/2025 ASPIRE_MOORPARK FDH 17 5 9/22/2025 10/22/2025 11/13/2025 11/23/2025 11/26/2025 12/3/2025 ASPIRE_MOORPARK FDH 18 5 9/22/2025 10/22/2025 11/25/2025 12/5/2025 12/8/2025 12/15/2025 ASPIRE_MOORPARK FDH 19 6 6/18/2025 7/18/2025 7/25/2025 7/28/2025 8/7/2025 8/10/2025 ASPIRE_MOORPARK FDH 20 6 6/18/2025 7/18/2025 8/6/2025 8/9/2025 8/19/2025 8/22/2025 ASPIRE_MOORPARK FDH 21 6 6/18/2025 7/18/2025 8/18/2025 8/21/2025 8/31/2025 9/3/2025 86 Cabinet Permit # Permit Submit Permit Received CX Start CX Complete Fiber Start Fiber Complete ASPIRE_MOORPARK FDH 22 7 7/24/2025 8/23/2025 8/30/2025 9/2/2025 9/12/2025 9/15/2025 ASPIRE_MOORPARK FDH 23 7 7/24/2025 8/23/2025 9/11/2025 9/14/2025 9/24/2025 9/27/2025 ASPIRE_MOORPARK FDH 24 7 7/24/2025 8/23/2025 9/23/2025 9/26/2025 10/6/2025 10/9/2025 ASPIRE_MOORPARK FDH 25 8 8/29/2025 9/28/2025 10/5/2025 10/8/2025 10/18/2025 10/21/2025 ASPIRE_MOORPARK FDH 26 8 8/29/2025 9/28/2025 10/17/2025 10/20/2025 10/30/2025 11/2/2025 ASPIRE_MOORPARK FDH 27 8 8/29/2025 9/28/2025 10/29/2025 11/1/2025 11/11/2025 11/14/2025 ASPIRE_MOORPARK FDH 28 9 10/4/2025 11/3/2025 11/10/2025 11/13/2025 11/23/2025 11/26/2025 ASPIRE_MOORPARK FDH 29 9 10/4/2025 11/3/2025 11/22/2025 11/25/2025 12/5/2025 12/8/2025 ASPIRE_MOORPARK FDH 30 9 10/4/2025 11/3/2025 12/4/2025 12/7/2025 12/17/2025 12/20/2025 ASPIRE_MOORPARK FDH 31 10 11/9/2025 12/9/2025 12/16/2025 12/19/2025 12/29/2025 1/1/2026 ASPIRE_MOORPARK FDH 32 10 11/9/2025 12/9/2025 12/28/2025 12/31/2025 1/10/2026 1/13/2026 ASPIRE_MOORPARK FDH 33 10 11/9/2025 12/9/2025 1/9/2026 1/12/2026 1/22/2026 1/25/2026 87 EXHIBIT E INSURANCE REQUIREMENTS Prior to the beginning of and throughout the duration of the Term, Licensee will maintain insurance in conformance with the requirements set forth below. Licensee will use existing coverage to comply with these requirements. If that existing coverage does not meet requirements set forth here, Licensee agrees to amend, supplement or endorse the existing coverage to do so. Licensee acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required. Any insurance proceeds available to the City in excess of the limits and coverage required in this Agreement and which is applicable to a given loss, will be available to the City. Licensee shall provide the following types and amounts of insurance: Insurance procured pursuant to these requirements shall be written by insurers that are admitted carriers in the State of California and with an A.M. Best rating of A- or better and a minimum financial size of VII. Commercial General Liability Insurance using Insurance Services Office (ISO) “Commercial General Liability” policy form CG 00 01 or the exact equivalent. Defense costs must be paid in addition to limits. There shall be no cross liability exclusion for claims or suits by one insured against another. Limits are subject to review but in no event less than $1,000 000 per occurrence for all covered losses and no less than $2,000,000 general aggregate. Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including symbol 1 (Any Auto) or the exact equivalent. Limits are subject to review, but in no event to be less than $2,000,000 per accident. If Licensee owns no vehicles, this requirement may be satisfied by a non-owned auto endorsement to the general liability policy described above. If Licensee or Licensee’s employees will use personal autos in any way on this project, Licensee shall provide evidence of personal auto liability for each such person. Workers’ Compensation on a state-approved policy form providing statutory benefits as required by law with employer’s liability limits no less than $1,000,000 per accident or disease. Licensee shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of Agency, its officers, agents, employees, and volunteers. Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements, shall provide coverage at least as broad as specified for the underlying coverages. Coverage shall be provided on a “pay on behalf” basis, with defense costs payable in addition to policy limits. Policy shall contain a provision obligating insurer at the time insured’s liability is determined, not requiring actual payment by the insured first. There shall be no cross liability exclusion precluding coverage for claims or suits by one insured against another. Coverage shall be applicable to the City for injury to employees of Licensee, subcontractors or others involved in the License Agreement. The scope of coverage provided is subject to approval by the City following receipt of proof of insurance as required herein. Limits are subject to review but in no event less than $7,000,000 aggregate. General conditions pertaining to provision of insurance coverage by Licensee. Licensee and the City agree to the following with respect to insurance provided by Licensee: 88 1. Licensee agrees to endorse the third party general liability coverage required herein to include as additional insureds City, its officials, employees, and agents, using standard ISO endorsement CG 2010 and CG 2037, or equivalent, with edition acceptable to the City. Licensee also agrees to require all contractors, subcontractors, and any one else involved in any way with the project contemplated by this agreement to do likewise. 2. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees, and volunteers or shall specifically allow Licensee or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Licensee hereby waives its own right of recovery against City and shall require similar written express waivers and insurance clauses from each of its subconsultants and/or subcontractors. 3. All insurance coverage maintained or procured by Licensee and available or required of others by Licensee pursuant to this Agreement shall be endorsed to delete the subrogation condition as to the City, or to specifically allow Licensee or others providing insurance herein to waive subrogation prior to loss. This endorsement shall be obtained regardless of existing policy wording that may appear to allow such waivers. 4. It is agreed by Licensee and City that insurance provided pursuant to these requirements is not intended by any party to be limited to providing coverage for the vicarious liability of City, or to the supervisory role, if any, of City. All insurance coverage provided pursuant to this or any other Agreement (express or implied) in any way relating to City is intended to apply to the full extent of the policies involved. Nothing referred to here or contained in any agreement involving City in relation to the project contemplated by this Agreement is intended to be construed to limit the application of insurance coverage in any way. 5. No liability policy shall contain any provision or definition that would serve to eliminate so- called “third party action over” claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor. 6. All coverage types and limits required are subject to approval, modification, and additional requirements by the City, as the need arises. Licensee shall not make any reductions in scope of coverage (e.g. elimination of contractual liability or reduction of discovery period) that may affect the City’s protection without the City’s prior written consent. 7. Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the coverages required and an additional insured endorsement to Licensee’s general liability policy, shall be delivered to city at or prior to the execution of this Agreement. In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled or reduced at any time and no replacement coverage is provided, the City has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests under this or any other Agreement and to pay the premium. Any premium so paid by the City shall be charged to and promptly paid by Licensee or deducted from sums due Licensee, at the City’s option. 8. Certificate(s) are to reflect that the insurer will provide 30 days notice to the City of any cancellation or reduction of coverage. Licensee agrees to require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation or reduction of coverage imposes no obligation, or that any 89 party will “endeavor” (as opposed to being required) to comply with the requirements of the certificate. 9. Coverage provided by Licensee shall be primary and non-contributory and any insurance of self-insurance procured or maintained by the City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City before the City’s own insurance or self- insurance shall be called upon to protect it as a named insured. 10. Licensee agrees to ensure that subcontractors, and any other party involved with the Agreement who is brought onto or involved in the Agreement by Licensee, provide the same minimum insurance required of Licensee. Licensee agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Licensee agrees that upon request, all agreements with subcontractors and others engaged in the Agreement will be submitted to the City for review. 11. Licensee agrees not to self-insure or to use any self-insured retentions or deductibles on any portion of the insurance required herein and further agrees that it will not allow any contractor, subcontractor, Architect, Engineer, or other entity or person in any way involved in the performance of work contemplated by this Agreement to self-insure its obligations to the City. If Licensee’s existing coverage includes a deductible or self-insured retention, the deductible or self-insured retention must be declared to the City. At that time, the City shall review options with the Licensee, which may include reduction or elimination of the deductible or self-insured retention, substitution of other coverage, or other solutions. 12. The City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving the Licensee thirty (30) days advance written notice of such change. If such change results in substantial additional cost to the Licensee, the City will negotiate additional compensation proportional to the increased benefit to the City. 13. For purposes of applying insurance coverage only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement. 14. Licensee acknowledges and agrees that any actual or alleged failure on the part of the City to inform Licensee of non-compliance with an insurance requirement in no way imposes any additional obligations to the City nor does it waive any rights hereunder in this or any other regard. 15. Licensee will renew the required coverage annually as long as the City, or its employees or agents face an exposure from operations of any type pursuant to this Agreement. This obligation applies whether or not the Agreement is canceled or terminated for any reason. Termination of this obligation is not effective until the City executes a written statement to that effect. 90 16. Licensee shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from Licensee’s insurance agent to this effect is acceptable. A certificate of insurance and/or additional insured endorsement as required in these specifications applicable to the renewing or new coverage must be provided to the City within five days of the expiration of coverage. 17. The provisions of any Workers’ Compensation or similar act will not limit the obligations of Licensee under this Agreement. Licensee expressly agrees not to use any statutory immunity defenses under such laws with respect to the City, its employees, officials, and agents. 18. Requirements of specific coverage features or limits contained in this section are not intended as limitations on coverage, limits, or other requirements nor as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all-inclusive. 19. These insurance requirements are intended to be separate and distinct from any other provision in this Agreement and are intended by the parties here to be interpreted as such. 20. The requirements in this section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts or impairs the provisions of this section. 21. Licensee agrees to be responsible for ensuring that no contract used by any party involved in any way with the Agreement reserves the right to charge the City or Licensee for the cost of additional insurance coverage required by this Agreement. Any such provisions are to be deleted with reference to the City. It is not the intent of the City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against the City for payment of premiums or other amounts with respect thereto. 22. Licensee agrees to provide immediate notice to City of any claim or loss against Licensee arising out of the work performed under this Agreement. The City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve the City. 91 ATTACHMENT 4 SMART CITY SERVICES AGREEMENT This SMART CITY SERVICES AGREEMENT (“Agreement”) is made this ____ day of ___________ 2025 (the “Effective Date”) by and between the City of Moorpark, a California municipal corporation (“City”) and Aspire Broadband, LLC, a Florida limited liability company (together with its successors and assigns, “Aspire”) (each sometimes referred to as “Party” and collectively referred to as “Parties”). RECITALS WHEREAS, City, as a municipal corporation, desires to receive Services (as defined below) provided by Aspire and resulting from Aspire’s installation of a City-wide fiber optic cable system and associated appurtenances (“System”), which the City anticipates will provide positive benefits to City and its residents and businesses through the provision of data services (“Project”); and WHEREAS, City and Aspire have entered into that certain Non-Exclusive License Agreement (“License”), granting Licensee permission to encroach, use and occupy portions of the public streets, rights of way, and other City-owned areas to construct and operate the System within five (5) license areas, as more fully described in the License and depicted in Exhibit A, attached hereto (individually and collectively, “License Area”); and WHEREAS, the Parties desire to enter into this Agreement to set forth terms and conditions under which Aspire will provide data communication and related services to City using the System, including but not limited to, providing fiber optic cable connections to City facilities within the License Area. NOW, THEREFORE, in consideration of the mutual obligations of the Parties, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties covenant and agree as follows: SECTION 1. DEFINITION OF TERMS. Section 1.1. Recitals. The Parties acknowledge the accuracy of the foregoing recitals, which are hereby incorporated by this reference. Section 1.2. Terms. For the purpose of this Agreement, the following terms, phrases, words, and abbreviations shall have the meanings ascribed to them as follows: “Additional Services” means any service not defined or described in Exhibits B, C, C-1, D, and D-1 to this Agreement, each of which are hereby incorporated by this reference. “Change” means any change to the Services or new services, any variation, alteration, modification or enhancement, including but not limited to any increase or 92 2 decrease in the Scope of Services or the upload/download speeds, volumes, devices, elements, mix, technologies or vendors included in the Services as set out in Exhibits B, C, C-1, D, and D-1 of this Agreement. “Core” means the section of the System License Area from the interconnect point with the backhaul circuit, to a duct or ducts at the boundary of the Drop Location at the edge of the Right of Way. “Commencement Date” means the date of the first Drop connection to the Initial Demand Points. “Demand Points” means a singular location or object within City which City has designated to receive a Drop under this Agreement. “Drop” means the drop duct and fiber optic cable run from Aspire’s core network (“Core Network”) through the License Area to the Initial Demand Points. “Drop Location” means the location of each distribution duct crossing the Right of Way to a private right of way where the distribution duct will be capped for future use. “Drop Location Wall” means the exterior or interior of a Drop Location at which the fiber optic cable can be terminated. “Future Demand Points” means a singular location or object within the License Area designated by City to receive a Drop after completion of the Initial Demand Points. “Initial Demand Points” means the Demand Points designated by City and identified on Exhibit B, attached hereto. “NTE” means Network Terminal Equipment. “ONT” means Optical Network Terminal. “OLT” means Optical Light Terminal. “Pass” or “Passes” mean constructing to the curbside of a Demand Point premise, or the engineered point at or near a Demand Point from which a Drop is to be connected (at City’s cost). “PSS” means Photonic Switch Service for layer 1 ONT services. “Right of Way” means the surface of, and the space below, any existing or future public street, road, highway, parkway, driveway, freeway, lane, path, court, sidewalk, bridge, alley, boulevard, traffic signals, lamp post, wastewater assets including sanitary and storm systems, public way, or other public right-of-way or easement including, public utility easements, dedicated utility strips, or rights-of-way dedicated for compatible uses and any temporary or permanent fixtures or improvements located thereon now or hereafter held by, granted or dedicated to or under the jurisdiction of City in City. The 93 3 Right of Way includes any easement now or hereafter held by City within the License Area for the purpose of public travel, or for utility or public services dedicated for compatible uses or such other easements or rights-of-way within the License Area. “Related Documents” means this Agreement, the License, and any exhibits, schedules, instruments or agreements relating thereto, as the same may be amended, modified or supplemented in accordance with the terms thereof and hereof. “Services” means the basic services and project services set forth in the Scope of Services, and as may be amended from time to time as mutually agreed to in writing by City and Aspire. “Scope of Services” means the Services described in Exhibit B, C, C-1, D, and D-1, attached hereto and made a part hereof, and as may be amended from time to time as mutually agreed to in writing by City and Aspire. “Smart City Demand Points Charge” shall mean the additional monthly charge by Aspire for each of the Future Demand Points requested by City. “System” means the Aspire system designed to support delivery of the Services to the Demand Points. SECTION 2. USE AND MAINTENANCE OF THE SERVICE 2.1 Scope of Services. The Scope of Services for Future Demand Points shall not exceed fifty (50) Future Demand Points designated by City in Exhibit B, and the Initial Demand Points listed in Exhibit B. Aspire’s services to the public shall include a reduced rate schedule for low-income customers as described in Exhibit B. 2.2. Title; Use and Access to the Services. Aspire hereby grants City the exclusive right to access and use the Services at the Initial Demand Points for all City related communications purposes within the License Area, including, but not limited to, voice, data and internet services. Title to the System, related equipment, and the Services relating thereto shall not pass to City and shall remain with Aspire at all times during the Term of this Agreement and thereafter, except as provided in the License. City shall be responsible for one hundred percent (100%) of all fees and costs charged by Aspire for connecting each Drop to the Future Demand Points beyond the fifty (50) discounted Drops identified in Exhibit B. City may license the access and use of the Services with the prior written consent of Aspire, which may not be unreasonably withheld, delayed, or conditioned, and so long as it does not alter any of the obligations of City herein. Subject to the foregoing, City is not permitted to use the Services, directly or indirectly, for any commercial enterprise or retail purpose that constitutes the same or similar Services offered by Aspire within the License Area. 2.3. Utility Services. In the event electrical service or other utilities are required to connect the NTE to City’s facilities or property, City shall be directly responsible, at its sole cost and expense, for obtaining such utility service, including any easement or other interest required by the utility provider. 94 4 Subject to the foregoing, Aspire will be responsible for providing to City, at City’s cost, NTEs only at the Future or Initial Demand Points that are compatible with the System. 2.4. Initial Demand Points 2.4.1. Aspire will terminate the NTE/fiber patch panel from the Core up to the Drop Location Wall. This shall be the full extent of Aspire’s obligation to terminate the Drop at the Initial Demand Points Location Wall. For locations with no physical buildings or objects to drop the service to a wall, Aspire shall bring fiber into the property and place a duct on the property for future connection. 2.4.2 Future Demand Points. When connections are required to be made at any Future Demand Points, Aspire will undertake the construction to connect each Future Demand Points to the distribution point and shall invoice City for all such connections. Aspire shall provide an estimate of the cost of connecting the Services to any Future Demand Points that are requested by City, prior to commencing the connection work to that Future Demand Point. City shall receive a twenty-five percent (25%) discount from the quoted price. For each new connection to a Future Demand Point, City must pay to Aspire a Smart City Demand Points Charge of Twenty and 00/100 Dollars ($20.00) per month, per location, through June 30, 2026. Every July 1 thereafter (each an “Adjustment Date”), the monthly Smart City Demand Points Charge shall increase by an amount equal to three (3%) of the monthly Smart City Demand Points Charge in effect for the month immediately preceding the Adjustment Date. 2.5. Term. The initial term of this Agreement (“Initial Term”) shall be for a period of ten (10) years, commencing on the Effective Date. This Agreement may be automatically renewed for eight (8) additional terms (each a “Renewal Term”, collectively with the Initial Term, the “Term”) of five (5) years each, unless Aspire provides City with written notice of non-renewal not less than ninety (90) days prior to the expiration of the Initial Term or any then-current Renewal Term, and so long as Aspire is in full compliance with this Agreement and such other applicable, lawfully adopted ordinances of City, and State and federal laws, statutes, regulations, and orders. City may terminate this Agreement for any reason by providing not less than ninety (90) days’ prior, written notice. City may terminate this Agreement during any City-fiscal year in which fees otherwise due and owing Aspire for the following fiscal year are not appropriated. Provided Aspire is not then in default, City will pay any and all amounts then due and owing to Aspire for services provided up to the date of termination. Any termination of this Agreement by City shall not affect Aspire’s rights under the License. This Agreement shall be binding upon all heirs, assigns, or successors in interest to this Agreement. 2.6. Fees and Expenses. Except as expressly set forth herein, each Party shall bear and be responsible for all of its own costs, fees and expenses incurred in executing and performing this Agreement and the other Related Documents. 95 5 2.7. Maintenance of City Property and Demand Points. 2.7.1. Maintenance, repair and operation of the Drop shall be performed by Aspire and/or contractors approved by Aspire. 2.7.2 Aspire does not have any duty or obligation to upgrade or improve the System or Services or any of its component parts; however, in the event of equipment failure covered by guarantee or warranty, Aspire will use commercially reasonable efforts to negotiate such guarantees or warranties. City, at its sole cost, may make upgrades and improvements to any of its component parts on the Core side of a Drop, only with the prior written consent of Aspire. Prior to seeking Aspire’s consent, City shall provide Aspire with details of any upgrade including, without limitation, the identity and specifications for all parts. 2.8. Key Performance Indicators and Service Level Agreements. 2.8.1. Performance of the Services for Initial Demand Points or Demand Points shall be measured by Key Performance Indicators (“KPIs”), which may include agreed upon Service Level Agreements (“SLAs”), as more fully described in Exhibits C and D, attached hereto and made a part hereof. Aspire shall issue initial KPIs (“Initial KPIs”) for a period of nine (9) months, measuring Aspire’s compliance from the date the Services have been substantially completed; provided, however, during such nine (9) month period, Aspire shall not be in breach of this Agreement for any failure to comply with the service levels set forth in Initial KPIs. KPIs may be adjusted by written agreement of the Parties during such nine (9) month period if any KPIs are determined to be not achievable; however, until such adjustment and finalization of the KPIs have been agreed between the Parties, Aspire shall not be in breach of this Agreement for failure to comply with any applicable KPIs. 2.8.2. In addition to Initial KPIs and related SLAs, the Parties may agree upon new KPIs at any time during the Term, including, but not limited to, any Change or introduction of Additional Services. 2.8.3. For new KPIs or for any modification of a KPI after the adjustment and finalization of the KPIs (as described in Section 2.8.1) Section 2.8.4 of this Agreement shall apply. 2.8.4. For each new KPI, a grace period of twelve (12) months or any other period as agreed between the Parties and set out in Exhibits C and D — KPIs, SLAs shall apply during which such new KPIs shall be measured and Aspire shall not be in a breach of this Agreement if not achieving these respective new KPIs. After the grace period, the Parties shall mutually agree upon the final definition of the new KPIs in writing as an addendum to this Agreement. The Parties may agree in writing to additional KPIs and related SLAs for any Change or additional services in accordance with this Agreement. 2.8.5. Aspire shall provide City with a monthly report regarding performance of the Services set forth in Exhibit C and made a part hereof. The Parties may agree in 96 6 writing on other reporting intervals for KPIs not being measured on a monthly basis, but in no event shall the reporting interval be shorter than monthly intervals. 2.8.6. Any exclusions and/or exceptions affecting KPI results as defined in Exhibit C for KPIs and SLAs shall be excluded from these KPI results. Upon request, Aspire shall provide a written report to City referring to the applied exclusions and/or exceptions as defined in Exhibit C in order to enable City’s verification of the applied exclusions and/or exceptions by City. 2.9. Quality of Services. 2.9.1. Aspire shall perform the Services at all times exercising that degree of skill, diligence, prudence and foresight which could reasonably be expected from a skilled, reasonable and experienced provider of such Services under similar or same circumstances. 2.9.2. Aspire shall support the further development of the quality of the System as agreed in writing between the Parties from time to time. 2.9.3. Notwithstanding Aspire’s obligations as set out in Section 2.9.1, City shall perform its obligations under this Agreement exercising that degree of skill, diligence, prudence and foresight reasonably necessary for it to meet all of its obligations under this Agreement, as well as not to adversely impact the performance of the Services to be rendered by Aspire and to ensure Aspire may perform its Service as agreed in this Agreement. SECTION 3. INDEMNIFICATION AND INSURANCE. 3.1. Except to the extent arising out of the City’s negligence or willful misconduct, and to the fullest extent permitted by law, Aspire shall indemnify, defend, and hold harmless City, its officers, officials, employees, agents, and other representatives from and against any and all claims, damages, liabilities, costs and expenses, including attorney fees, incurred in any action or proceeding arising from or in connection with (a) the breach or alleged breach by Aspire of any of its representations or warranties or any material provisions of this Agreement; (b) the violation or alleged violation by Aspire of any applicable federal, state or local laws, ordinances, rules or regulations; provided, however, that City shall, by appropriate written notice to Aspire, advise Aspire as soon as practicable regarding any potential of such claim or litigation; or (c) any action or inaction taken by Aspire in the performance of this Agreement. Such indemnification shall include indemnification for alleged intellectual property infringement by Aspire relating to this Agreement. 3.2. Except to the extent arising out of Aspire’s negligence or willful misconduct, and to the fullest extent permitted by law, City shall indemnify, defend, and hold harmless Aspire and its officers, directors, equity owners, employees and other representatives from and against any and all claims, damages, liabilities, costs and expenses, including attorney fees, incurred in any action or proceeding arising from or in connection with (a) the breach or alleged breach by City of any of its representations or warranties or any 97 7 material provisions of this Agreement; or (b) the violation or alleged violation by City of any applicable federal, state or local laws, ordinances, rules or regulations; provided, however, that Aspire shall promptly notify City of any such claim or litigation. Notwithstanding the foregoing, the failure to provide such prompt notice shall diminish City’s indemnification obligations only to the extent City is actually prejudiced by such failure. 3.3 Aspire shall be responsible to repair damage to, and/or replace any and all City and/or third party-owned property or facilities destroyed by the acts, omissions or willful misconduct of Aspire, or its employees, contractors, and/or agents in connection with this Agreement. 3.4 At all times during the term of this Agreement, Aspire shall maintain all policies of insurance required by the License, including all limits, terms and conditions, for the benefit of Aspire and the City. SECTION 4. CONFIDENTIALITY AND ASSIGNMENT. 4.1. Proprietary Information and Assignment. 4.1.1. Treatment of Confidential and Proprietary Information. Subject to local, state and federal law, City agrees that, without the prior written consent of Aspire, the technical specifications, system design, pricing, as-builts, project schedules and project reports (“Aspire’s Confidential Information”), shall be kept confidential by City and shall not be disclosed to any individuals or entities other than City’s authorized representatives, staff, and consultants, in each case who have agreed to abide by the terms of this Section 4.1.1. In the event City is required by applicable law to disclose any of Aspire’s Confidential Information, City agrees to provide Aspire with prompt notice of such requirement and the opportunity to challenge the requirement to disclose Aspire’s Confidential Information at Aspire’s sole expense and, in the event such challenge is unsuccessful or does not occur within the limited timeframes provided by law, City shall furnish only that portion of Aspire’s Confidential Information which it is advised by opinion of legal counsel that is legally required. Aspire will minimize any of Aspire’s Confidential Information provided to City. All Aspire’s Confidential Information provided to City will be explicitly labeled as such in writing. Whenever possible, Aspire will retain and not leave with City Aspire’s Confidential Information where it is not absolutely necessary to do so in order to carry out the terms of this Agreement. City will not be liable to Aspire for any release of Aspire’s Confidential Information that City is required to make, under the sole opinion of City’s legal counsel, pursuant to the Ralph M. Brown Act (Gov’t Code 54950, et seq.), the California Public Records Act (Cal. Gov’t Code 7920.000, et seq.) or other California or federal law, or pursuant to a valid subpoena, court order, or other legal process. 4.2. Assignment of Agreement. Aspire shall have the right to assign, novate, sell, encumber, or transfer this Agreement, or any part thereof, subject to prior, written 98 8 approval by City. Such approval by City shall not be unreasonably withheld, conditioned or delayed, and in any event shall be granted or denied in writing within thirty (30) calendar days after written request therefor, or if City fails to respond within thirty (30) calendar days after request, shall be deemed to be approved by City. Upon any such assignment or novation, Aspire shall be released from all obligations and liabilities under this Agreement from and after the date of such assignment but not until City is in receipt of a fully executed copy of the instrument document evidencing such assignment, sale or transfer and indicating the assignee’s/purchaser’s/transferee’s assumption of Aspire’s performance duties, liabilities, and obligations under this Agreement. To illustrate the foregoing assignment provision, in order to finance construction, installation, operations and other related matters, Aspire and/or its project partners reserve the right to grant security interests in the System to one or more third parties. Notwithstanding anything to the contrary in this Agreement, Aspire, and/or its project partners, may assign, mortgage, pledge, hypothecate, or otherwise transfer without consent of any kind its interest in this Agreement to any financing entity, or agent on behalf of any financing entity to whom Aspire and/or its project partners (1) has obligations for borrowed money or in respect of guarantees thereof, (2) has obligations evidenced by bonds, debentures, notes or similar instruments, or (3) has obligations under or with respect to letters of credit, bankers’ acceptances or similar facilities or in respect of guarantees thereof. Except as provided herein, there shall be no restrictions on the ability of Aspire and/or its project partners to assign this Agreement or any other Related Documents freely without the consent of any party. City, at the request of Aspire, shall execute such further instruments, acknowledgments, subordinations and estoppel agreements as may be required in connection with Aspire’s financings or that of its project partners and in any event granted within fourteen (14) calendar days after request therefor. 4.3. Assignment by City. City shall not have the right to assign, transfer, pledge or delegate its interest in this Agreement without Aspire’s express prior written consent which shall not be unreasonably withheld, conditioned, or delayed and in any event shall be granted or denied in writing within thirty (30) calendar days after request therefor, or if the Aspire fails to respond within thirty (30) calendar days after request, shall be deemed to be approved by Aspire. In the event Aspire provides written consent to an assignment or transfer by City, such assignment shall expressly require that any assignee or transferee hereunder: (1) assumes all of City’s obligations under this Agreement; and (2) in the reasonable judgment of Aspire possesses sufficient financial, managerial and technical capacity to perform under the terms and conditions of this Agreement and the other Related Documents. An assignment, transfer, pledge or delegation of City’s interest in this Agreement in violation of this Section 4.3, at Aspire’s option, shall be void, or, give Aspire, in its sole discretion, the right to terminate this Agreement. SECTION 5. PAYMENTS. 5.1. Following the expiration or earlier termination of this Agreement, including pursuant to Section 7, City shall pay for any continued usage on a month-to-month basis at the prices detailed in Section 5.2 for each month or part thereof that City continues to use the Services following such a non-appropriation or termination of the Agreement. Such month-to-month service shall not exceed six (6) months. After such six (6) month 99 9 period, Aspire can elect to discontinue City’s usage. This provision shall survive termination of this Agreement. 5.2. Upon Commencement Date and for Remainder of the Term. Commencing on the date that Services are fully functional, City shall pay Aspire based on the fee structure for Internet service at each listed City facility and for each listed interconnection between city facilities as described in Exhibits B and C. SECTION 6. CITY’S OBLIGATIONS. 6.1. Obligations of City. In addition to all other duties and obligations contained elsewhere in this Agreement, City has the following duties and obligations: (a) Provide a single point of contact (“SPOC”) for Aspire, which SPOC will be responsible to address all issues related to this Agreement, providing coordination across, and liaison with, City departments, and serving as a communication and troubleshooting resource for Aspire. (b) Offer the full cooperation of all City departments with respect to relevant issues with respect to this Agreement. Such cooperation will be supervised by the SPOC. (c) Participate in regular status meetings for the coordination of all matters related to this Agreement and the other Related Documents. (d) From time to time hereafter, City will execute and deliver such additional instruments, certificates or documents, and will take all such actions as Aspire may reasonably request for the purposes of implementing or effectuating the provisions of the Related Documents to which City is a party or for the purpose of more fully perfecting or renewing the rights of Aspire with respect to the rights, properties or assets subject to such documents (or with respect to any additions thereto or replacements or proceeds thereof or with respect to any other property or assets hereafter acquired by City which may be deemed to be a part thereof). Upon the exercise by Aspire of any power, right, privilege or remedy pursuant to the Related Documents to which City is a party which requires any consent, approval, registration, qualification or authorization of any governmental authority or instrumentality, City will, to the fullest extent permitted by law, execute and deliver all necessary applications, certifications, instruments and other documents and papers that Aspire may be required to obtain for such governmental consent, approval, registration, qualification or authorization, at Aspire’s sole expense. SECTION 7. EVENT OF DEFAULT/TERMINATION. 7.1. Event of Default. If either party is in default under this Agreement following receipt of notice from the non-defaulting party with respect to (a) a monetary default that is not cured within ten (10) days of receipt of the notice of default, or (b) a nonmonetary default that not cured within thirty (30) days of receipt of the notice of default, then the non-defaulting party may terminate this Agreement, and may pursue any remedies 100 10 available to it against the defaulting party under applicable law. In the event that such non-monetary default or noncompliance cannot be cured within the thirty (30) day period, the defaulting party will not be deemed in default so long as such party initiates reasonable steps to remedy such default and notify the non-defaulting party of the steps being taken and the projected date they will be completed. In no event shall the time exceed sixty (60) days unless the Parties otherwise agree in writing. 7.3. Limitation of Liability. Except for a breach of confidentiality obligations, in no event will either Party be liable to the other party for any indirect, consequential, special, incidental, reliance, or punitive damages of any kind or nature whatsoever. Each Party hereby releases the other party, its subsidiaries and affiliates, and their respective trustees, officers, directors, managers, employees, and agents, from any such claims. SECTION 8. DISPUTE RESOLUTION. Any dispute or claim arising out of or in connection with the performance of this Agreement and the terms and conditions relating thereto will be first submitted to non- binding arbitration in the County of Ventura, State of California, in accordance with the rules of the American Arbitration Association by one arbitrator appointed in accordance with said rules. The Parties shall bear the costs of arbitration equally. The arbitrator shall apply California law, without reference to rules of conflicts of law or rules of statutory arbitration, to the resolution of any dispute. The Parties may agree to entry of judgment on an arbitrator’s decision in any court having jurisdiction thereof. Notwithstanding the foregoing, the Parties may pursue any and all legal and/or equitable remedies in a court of competent jurisdiction in Ventura County, California. The prevailing Party in any litigation decided by a court or jury, shall be entitled to recover its reasonable attorneys’ fees and experts’ costs. SECTION 9. MISCELLANEOUS PROVISIONS. 9.1. Authority to Enter Agreement. Each Party hereby represents and warrants to the other that (i) it has full power and authority to enter into and perform this Agreement, (ii) it has taken all necessary action to execute, deliver and perform this Agreement and (iii) this Agreement constitutes a valid and binding obligation of such Party, enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting the rights of creditors and to the availability of equitable remedies, regardless of whether such enforceability is considered in a proceeding in equity or at law. 9.2. Force Majeure. Aspire shall not be responsible or liable for any failure or delay in the performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation, acts of God; earthquakes; fires; floods; wars; civil or military disturbances; sabotage; epidemics; riots; interruptions; major and extended loss or malfunctions of utilities; computers (hardware or software) or communications service; strikes or labor disputes; or acts of military authority. If either Party shall be unable to carry out the whole 101 11 or any part of its obligations under this Agreement by reason by a force majeure event, then the performance of the obligations under this Agreement of such party as they are affected by such cause shall be excused for a reasonable time during which such condition exists. Lack of funding not caused by a force majeure event described above, shall not itself be a force majeure. 9.3. Notice. All notices shall be in writing and shall be served upon the other Party by hand delivery, overnight mail, or by electronic mail or facsimile with confirmed receipt, and addressed as follows: City: City of Moorpark Attn: City Manager 323 Science Drive Moorpark, CA 93021 Aspire: Aspire Broadband, LLC 41 Skyline Drive, Suite 1001 Lake Mary, FL 32746 Notices shall be deemed received the same day with delivery upon hand delivery, and the next business day with delivery upon overnight mail, or when receipt is confirmed if by electronic mail or facsimile. 9.4. Entire Agreement. This Agreement, including all exhibits, embodies the entire understanding and agreement of City and Aspire with respect to the subject matter hereof. The provisions of this document shall govern over any inconsistent or conflicting provisions in any exhibit or attachment hereto. 9.5. Severability. If any section, subsection, sentence, clause, phrase, or other portion of this Agreement is, for any reason, declared invalid, in whole or in part, by any court, agency, commission, legislative body, or other authority of competent jurisdiction, such portion shall be deemed a separate, distinct, and independent portion. Such declaration shall not affect the validity of the remaining portions hereof, which other portions shall continue in full force and effect. 9.6. Modification. No provision of this Agreement shall be amended or otherwise modified, in whole or in part, except by an instrument, in writing, duly executed by City and Aspire, which amendment shall be authorized on behalf of City through the adoption of an appropriate resolution or order by City, if required by applicable law. 9.7. No Third-Party Beneficiaries. Nothing in this Agreement or in any prior agreement is or was intended to confer third-party beneficiary status on any person or entity not a party to this Agreement including a member of the public. 9.8. No Waiver of Rights. Nothing in this Agreement shall be construed as a waiver of any rights, substantive or procedural, that Aspire or City may have under federal or state law unless such waiver is expressly stated herein. 102 12 9.9. No Rights to the Drop. Except as provided in the License, City expressly agrees that it does not and shall not claim at any time any interest or estate of any kind or extent whatsoever in the System and related equipment by virtue of the relationship and rights created by this Agreement. 9.10. No Joint Venture, Partnership or Alter Ego, Independent Contractor. Nothing contained in this Agreement, any document executed in connection herewith or any other Related Documents or other instrument with any other party shall be construed as making the parties hereto joint partners, joint ventures or alter egos of each other or any other entity. Aspire shall at all times remain an independent contractor. Neither Party shall control or direct the day-to-day affairs of the other Party, or their mode or method of performing their respective obligations hereunder. Neither Party in any manner shall act or indicate to any third party that it is the agent of the other Party. 9.11. Headings. The headings and captions of this Agreement are solely for the convenience of the Parties and shall not be deemed to modify or vary any of the substantive terms thereof. 9.12. Counterparts. This Agreement may be executed in one or more counterpart copies, all of which counterparts when executed and delivered, each of which shall be an original, and shall have the same force and effect as if all Parties had executed a single copy of this Agreement. Any signature page of this Agreement may be detached from any counterpart and reattached to any other counterpart hereof. The facsimile or email transmission of any signed facsimile or email transmission hereof shall be the same as delivery of an original. 9.13. No Waiver. Failure by either Party to assert or declare any one breach or failure to perform shall not be construed as a waiver of any other or subsequent breach or failure to perform. 9.14. Electronic Signatures. Each Party agrees that the electronic signatures of the Parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. As used herein, “electronic signature” means any electronic sound, symbol, or process attached to or logically associated with this Agreement and executed and adopted by a Party with the intent to sign such Agreement, including facsimile or email electronic signatures. [Signature Page Follows] 103 13 IN WITNESS WHEREOF, and in order to bind themselves legally to the terms and conditions of this Agreement, the duly authorized representatives of the Parties have executed this Agreement as of the dates below. CITY: CITY OF MOORPARK, a California municipal corporation By: Name: _____________________ Title: Date: ASPIRE: ASPIRE BROADBAND, LLC, a Florida limited liability company By: Name: _____________________ Title: Date: ATTEST: Ky Spangler, City Clerk 104 14 Exhibit A License Area 105 15 106 16 Exhibit B Initial and Future Demand Points and Low-Income Discount 1. INTERNET SERVICE: CITY FACILITIES. As part of Services, Aspire shall provide Internet service to City facilities as listed below. Facility Speed (Symmetrical) -- IP Assignment Base Monthly Cost* (thru 6/30/2026) Deadline to Initiate Service** Arroyo Vista Recreation Center 4550 Tierra Rejada Road 10Gb -- Static IP $285.00 Within 12 months of issuance of Encroachment Permit for Cabinet #FDH 5 City Hall 323 Science Drive 10Gb -- Static IP /27 block $260.00 Within 12 months of issuance of Encroachment Permit for Cabinet #FDH 14 Moorpark Police Services Center 610 Spring Road 10Gb -- Static IP /27 block $260.00 Within 12 months of issuance of Encroachment Permit for Cabinet #FDH 14 Moorpark Public Services Facility 624 Fitch Avenue 10Gb -- Static IP $191.67 Within 12 months of issuance of Encroachment Permit for Cabinet #FDH 14 Ruben Castro Human Services Center 612 Spring Road 10Gb -- Static IP $210.00 Within 12 months of issuance of Encroachment Permit for Cabinet #FDH 14 Moorpark City Library 83 High Street 10Gb -- Static IP $230.00 Within 12 months of issuance of Encroachment Permit for Cabinet #FDH 16 Moorpark Civic Center 799 Moorpark Avenue 10Gb -- Static IP $230.00 Within 12 months of issuance of Encroachment Permit for Cabinet #FDH 16 * Base monthly costs shall increase annually as described in Section 7. ** Failure to meet service deadlines is further described in Section 3. The City shall be responsible for providing all necessary terminals, patch panels, and cabinets required for Aspire (Licensee) to land fiber and install ONTs at designated service and demand points. Aspire shall provide the installation, termination, connectors to patch panels, certification testing, and circuit labeling at all termination points. Additionally, Aspire shall assign static IP addresses to each Internet-connected site, with at least a /27 block of static IP addresses provided for designated data center locations. Additionally, the City must provide termination point details at the time of permit issuance to ensure that all agreed-upon credits remain valid. Any delays in providing this information may impact service delivery timelines. 2. CITY FACILITY INTERCONNECTIONS. As part of Services, Aspire shall provide dark fiber interconnections to City facilities as described in Exhibit C. 107 17 3. TIMING OF INTERNET SERVICE AND CITY FACILITY INTERCONNECTIONS. Aspire and the City acknowledge and agree that City facilities will not be connected until Aspire’s network deployment reaches the necessary City facilities. If Aspire fails to meet a deadline identified in this Exhibit B or Exhibit C, then Aspire shall reimburse the City monthly for the Monthly Cost identified for the facility or connection for which the deadline is missed. In such instances, City shall invoice Aspire for any reimbursements due, and Aspire shall remit payment within forty-five (45) days. The reimbursement shall not be required for the Moorpark City Library if the City has not completed construction of the new Moorpark City Library (83 High Street). 4. INTERNET SERVICE: INITIAL DEMAND POINTS. As part of Services, Aspire shall provide the City with fiberoptic service at 47 initial demand points, at no cost to the City. This list may be amended in writing my mutual written agreement by Aspire and City. Traffic Signals: The precise location of the fiber optic service drop will be determined by mutual acceptance of Aspire and the City at the time an Encroachment Permit is issued for the identified cabinet. 1. Tierra Rejada Road/Moorpark High School (Cabinet #FDH 5) 2. Tierra Rejada Road/Mountain Trail Street (Cabinet #FDH 5) 3. Tierra Rejada Road/Mountain Meadow Drive (Cabinet #FDH 5) 4. Tierra Rejada Road/Walnut Creek Road (Cabinet #FDH 6) 5. Tierra Rejada Road/Countrywood Drive (Cabinet #FDH 8) 6. Tierra Rejada Road/Peach Hill Road (Cabinet #FDH 9) 7. Tierra Rejada Road/Spring Road (Cabinet #FDH 12) 8. Spring Road/Peach Hill Road (Cabinet #FDH 13) 9. Spring Road/Second Street/Flinn Avenue (Cabinet #FDH 14) 10. Spring Road/High Street/Princeton Avenue (Cabinet #FDH 16) 11. Spring Road/Charles Street (Cabinet #FDH 16) 12. Elk Run Loop/Ridgecrest Drive (Cabinet #FDH 21)* 13. Spring Road/Elk Run Loop (Cabinet #FDH 22)* 14. Spring Road/Ridgecrest Drive (Cabinet #FDH 22)* 15. Campus Park Drive/Collins Drive (Cabinet #FDH 23) 16. Campus Park Drive/Delfen Street (Cabinet #FDH 23) 17. Princeton Avenue/Condor Drive (Cabinet #FDH 26) 18. Collins Drive/University Drive (Cabinet #FDH 27) 19. Tierra Rejada Road/Miller Parkway/Moorpark Road (Cabinet #FDH 30) 20. Miller Parkway/Peach Hill Road (Cabinet #FDH 30)** 21. Miller Parkway/Patriot Drive (Cabinet #FDH 30)** * These three locations are only required if Aspire deploys its network to the Moorpark Highlands community. ** These two locations are only required if Aspire deploys its network to the Serenata neighborhood. Parks: The precise location of the fiber optic service drop will be determined by mutual acceptance of Aspire and the City at the time an Encroachment Permit is issued for the identified cabinet. 22. Country Trail Park, 11701½ Mountain Trail Street (Cabinet #FDH 1) 23. Tierra Rejada Park – East Parking Lot, 11900 Mountain Trail Street (Cabinet #FDH 1) 108 18 24. Tierra Rejada Park – West Parking Lot, 11900 Mountain Trail Street (Cabinet #FDH 1) 25. Mountain Meadows Park, 4350 Mountain Meadow Drive (Cabinet #FDH 9) 26. Veterans Memorial Park, southeast corner of Spring Road/Flinn Avenue (Cabinet #FDH 14) 27. Walnut Acres Park, 161 Second Street (Cabinet #FDH 15) 28. Magnolia Park, 296 Charles Street (Cabinet #FDH 16) 29. Peach Hill Park, 13200 Peach Hill Road (Cabinet #FDH 17) 30. Poindexter Park – Pavilion Area, 500 Poindexter Avenue (Cabinet #FDH 17) 31. Poindexter Park – Skate Park, 500 Poindexter Avenue: Light standard on east side of skate park containing existing security camera (Cabinet #FDH 17) 32. Villa Campesina Park, 4704 Leta Yancy Road (Cabinet #FDH 18) 33. Glenwood Park, 11800 Harvester Street (Cabinet #FDH 19) 34. Mammoth Highlands Park, 7000 Elk Run Loop (Cabinet #FDH 21)* 35. College View Park, 15400 Campus Park Drive (Cabinet #FDH 23) 36. Campus Park, 6400 Harvard Street (Cabinet #FDH 26) 37. Virginia Colony Park, 14507 Condor Drive (Cabinet #FDH 26) 38. Campus Canyon Park, 6970 Campus Canyon Drive (Cabinet #FDH 28) 39. Miller Park, 4530 Miller Parkway (Cabinet #FDH 30)** * This location is only required if Aspire deploys its network to the Moorpark Highlands community. ** This location is only required if Aspire deploys its network to the Serenata community. Other Locations: The precise location of the fiberoptic service drop will be determined by mutual acceptance of Aspire and the City at the time an Encroachment Permit is issued for the identified cabinet. 40. Western Terminus of Shadyridge Road (Cabinet #FDH 4) 41. High Street Arts Center, 45 E. High Street (Cabinet #FDH 16) 42. Moorpark Metrolink Station, 300 E. High Street: Planter on southeast corner of North Parking Lot (Cabinet #FDH 16) 43. Intersection of Poindexter Avenue/Gabbert Road (Cabinet #FDH 17) 44. Intersection of Tierra Rejada Road/Courtney Lane (Cabinet #FDH 19) 45. Intersection of Campus Park Drive/Beragan Street, southeast corner (Cabinet #FDH 23) 46. Intersection of Princeton Avenue/Campus Park Drive (Cabinet #FDH 26) 47. Miller Parkway @ Serenata Trailhead, east side of Miller Parkway, north of Stagecoach Trail (Cabinet #FDH 30)* * This location is only required if Aspire deploys its network to the Serenata community. 5. INTERNET SERVICE: FUTURE CITY-OWNED TRAFFIC SIGNALS IN NEW DEVELOPMENTS. It is anticipated that some future developments will warrant new traffic signals to be operated by the City. If Aspire is constructing its fiber optic network through a signalized intersection associated with a new development, Aspire shall provide fiber optic service to the City at that intersection at no cost to the City. 6. INTERNET SERVICE: FUTURE DEMAND POINTS. The City may request that Aspire provide the City with fiber optic service at up to fifty (50) additional demand points beyond those listed above at a discounted price. In such instances, Aspire shall offer a 25% discount for 109 19 connection/construction costs to the City to provide the requested service. The City shall pay $20 per month to Aspire for said service through June 30, 2026. This monthly rate shall increase annually as described in Section 7. Beyond the fifty (50) discounted future demand points, City may request additional demand points, but Aspire is not obligated to provide a discount. Examples of Future Demand Points include, but are not limited to: • Traffic Signal, Tierra Rejada Road/Sunset Valley Road • Monte Vista Nature Park, 4201 Spring Road • Arroyo Vista Community Park, Lot D 7. ANNUAL PRICE INCREASES. The base monthly costs described in Section 1 (Internet Service: City Facilities) and Section 6 (Internet Service: Future Demand Points) shall be in effect through June 30, 2026. Thereafter, on July 1 of every year, all monthly costs/reimbursements shall increase by three percent (3%). Aspire shall invoice the City on a monthly basis for this Internet Service, and the City shall remit payment within forty-five (45) days, unless otherwise agreed to in writing by the City and Aspire. 8. INTERNET SERVICE STANDARDS. Aspire shall provide above Internet Service consistent with Exhibit D and Exhibit D-1. 9. INTERNET SERVICE CANCELLATION PROTECTION. The City acknowledges Aspire’s infrastructure investment required to provide Internet Service to City Facilities. In the event that the City elects to cancel any or all of the above paid Internet Services described in Section 1 (Internet Service: City Facilities) while continuing to utilize Aspire’s dark fiber interconnections between City facilities prior to June 30, 2046, the monthly cost of that Internet Service shall be added to the City’s cost for the dark fiber interconnections between City facilities. 10. LOW-INCOME DISCOUNT. Aspire shall offer all customers a $30 per month discount off of any service tier to low-income households. For the purpose of this section, a low-income household shall be any household that can demonstrate participation in any of the following programs: a. Supplemental Nutrition Assistance Program (SNAP) b. Medicaid c. Special Supplemental Nutrition Program for Women, Infants, and Children (WIC) d. Supplemental Security Income (SSI) e. Federal Public Housing Assistance Program f. Veterans Pension and Survivors Benefit g. Free and Reduced Lunch Program or School Breakfast Program h. Receipt of a Federal Pell Grant in the current award year i. Lifeline Benefit Program If an otherwise qualifying low-income household is already receiving a separate promotional discount or a discount for being located along a private street negotiated by the street’s owner (e.g., a homeowners association), then the low-income discount shall be reduced by the separate discount amount. For example, if the household is already receiving a $10 monthly discount negotiated by its homeowners association, then the low-income discount required by this section shall be reduced from $30 per month to $20 per month. 110 20 Exhibit C Dark Fiber Supplement & SLA 1. SCOPE. This Exhibit C applies to Dark Fiber (as defined below) licensed to City under an order form that specifies Dark Fiber. This Exhibit C shall not apply to other products, including Ethernet, wavelength, Internet, or colocation. 2. ADDITIONAL TERMS. The following additional terms and conditions shall apply to the provision of licensed Dark Fiber. “Cable” means fiber optic cable with fiber optic filaments contained in any suitable jacketing or sheath that is already in place, or is yet to be installed, and to which Aspire has or will have access by ownership, lease, right to use, or otherwise. “Dark Fibers” means one (1) or more specified strands of dedicated optical fiber within a Cable without optronics or electricity, subject to the terms of the Agreement. “Product” means the Dark Fibers that are licensed to City under an order form. “Location” is an address wherein Aspire will hand off Dark Fibers to City. “Product Credit” means a credit that City may be eligible to receive pursuant to Section 7 below. “Product Outage” means a loss of continuity or other material degradation of the Dark Fibers such that City is unable to utilize the Dark Fibers for transmission of optical signals. “Route” means the geographic path along which the Cable and Fibers are located. “Route Segment” means a portion of the Route between any two (2) Locations. 3. SPECIFICATIONS. The specifications applicable to the Dark Fibers are set forth in the attached Exhibit C-1, incorporated herein by reference. 111 21 4. CITY FACILITY INTERCONNECTIONS 4.1. Locations of City Facilities. Aspire shall provide dark fiber connections between identified City facilities as listed below: Connection Point 1 Connection Point 2 Connection Type Base Monthly Cost (thru 6/30/2026) Deadline to Initiate Service City Hall (323 Science Drive) Moorpark Police Services Center (610 Spring Road) 6 Strands of Dark Fiber $175.00 Within 12 months of issuance of Encroachment Permit for Cabinet #FDH 14 City Hall (323 Science Drive) Moorpark Civic Center (799 Moorpark Avenue) 4 Strands of Dark Fiber $135.61 Within 12 months of issuance of Encroachment Permit for Cabinet #FDH 14 City Hall (323 Science Drive) Arroyo Vista Recreation Center (4550 Tierra Rejada Road) 4 Strands of Dark Fiber $135.61 Within 12 months of issuance of Encroachment Permit for Cabinet #FDH 14 City Hall (323 Science Drive) Moorpark Public Services Facility (627 Fitch Avenue) 4 Strands of Dark Fiber $135.61 Within 12 months of issuance of Encroachment Permit for Cabinet #FDH 14 City Hall (323 Science Drive) Ruben Castro Human Services Center (612 Spring Road) 4 Strands of Dark Fiber $135.61 Within 12 months of issuance of Encroachment Permit for Cabinet #FDH 14 Moorpark Police Services Center (610 Spring Road) Moorpark Civic Center (799 Moorpark Avenue) 4 Strands of Dark Fiber $135.61 Within 12 months of issuance of Encroachment Permit for Cabinet #FDH 14 Moorpark Police Services Center (610 Spring Road) Moorpark Public Services Facility (627 Fitch Avenue) 4 Strands of Dark Fiber $135.61 Within 12 months of issuance of Encroachment Permit for Cabinet #FDH 14 Moorpark Police Services Center (610 Spring Road) Ruben Castro Human Services Center (612 Spring Road) 4 Strands of Dark Fiber $135.61 Within 12 months of issuance of Encroachment Permit for Cabinet FDH 14 Moorpark Police Services Center (610 Spring Road) Arroyo Vista Recreation Center (4550 Tierra Rejada Road) 4 Strands of Dark Fiber $135.61 Within 12 months of issuance of Encroachment Permit for Cabinet #FDH 14 Moorpark Police Services Center (610 Spring Road) Moorpark City Library (83 High Street) 4 Strands of Dark Fiber $135.61 Within 12 months of issuance of Encroachment Permit for Cabinet #FDH 16 City Hall (323 Science Drive) Moorpark City Library (83 High Street) 4 Strands of Dark Fiber $135.61 Within 12 months of issuance of Encroachment Permit for Cabinet #FDH 16 112 22 Moorpark City Library (83 High Street) Moorpark Civic Center (799 Moorpark Avenue) 4 Strands of Dark Fiber $135.57 Within 12 months of issuance of Encroachment Permit for Cabinet #FDH 16 Total Monthly Cost $1,666.67 4.2 Annual Price Increases. The City’s monthly costs for services listed in Section 4.1 are effective through June 30, 2026. Thereafter, on July 1 of every year, all monthly costs/reimbursements due to the City shall increase by three percent (3%). Aspire shall invoice the City on a monthly basis for Internet service, and City shall remit payment within forty-five (45) days, unless otherwise agreed to in writing by the City and Aspire. 4.3 Timing of City Facility Interconnections. Aspire and the City acknowledge and agree that City facilities will not be connected until Aspire’s network deployment reaches the necessary City facilities. If Aspire fails to meet a deadline identified in this Exhibit C or Exhibit B, then Aspire shall reimburse the City monthly for the Monthly Cost identified for the facility or connection for which the deadline is missed. In such instance, City shall invoice Aspire for any reimbursements due, and Aspire shall remit payment within forty-five (45) days. For interconnections involving the Moorpark City Library (83 High Street), the reimbursements due from Aspire shall not apply if the City has not completed construction of the new Moorpark City Library. 4.4 Responsibilities of City. The City shall be responsible for providing all necessary terminals, patch panels, and cabinets required for Aspire (Licensee) to land fiber and install ONTs at designated service and demand points. Aspire shall provide the installation, termination, connectors to patch panels, certification testing, and circuit labeling at all termination points. Additionally, the City must provide termination point details at the time of permit issuance to ensure that all agreed-upon credits remain valid. Any delays in providing this information may impact service delivery timelines. 5. USE OF AND ACCESS TO DARK FIBERS; RELOCATION. 5.1 License. Subject to the terms and conditions set forth in the Agreement and this Exhibit C, Aspire and City may from time to time execute one (1) or more order forms pursuant to which Aspire grants to City a license to use the Dark Fibers designated on the order form. Each order form will specify the number, identity, type, and route of the Dark Fibers, and the permitted Locations where City may access the Dark Fibers. Aspire may not be the owner of the Dark Fibers but may instead lease, license, or acquire a right to use such Dark Fibers from a third party together with the right to sub-lease the Dark Fibers to Aspire’s licensees, including City. 5.2 Limitations on Rights and Obligations. In addition to, and not in limitation of, any limitations set forth in the Agreement, the Parties agree that: 5.2.1 Use by City. City shall have no right or interest in the Dark Fibers other than a license to use the Dark Fibers. A license of the Dark Fibers does not convey any ownership interest in the Dark Fibers or the Cable. City is solely responsible for all 113 23 optical and other equipment required to enable City to utilize the Dark Fibers for optical communications. 5.2.2 Use by Aspire. Nothing herein shall be construed as limiting or restricting Aspire or its affiliates in any manner from using its or their own cables, fibers, or any other facilities, easements and/or rights of way for the installation of additional fiber optic cables, for use as telecommunications facilities, or for any other purpose. 5.2.3 Subordination. City understands and agrees that Aspire’s ability to grant City the license to use the Dark Fibers pursuant to this Exhibit C, and to attach, install, construct, operate, and maintain the Network (as defined in the Agreement) and the Dark Fibers, is at all times subject and subordinate to, and limited by, the underlying rights, applicable laws, rules, ordinances, codes, and regulations. By virtue of the Agreement, City shall only have a license to use the Dark Fibers or related facilities, expressly granted herein, and in no event shall such license be construed to be greater than the underlying rights to use such Dark Fibers. Aspire shall not be liable for any acts or omissions by Aspire, its employees or affiliates that interfere with or otherwise affect City’s use of the Dark Fibers to the extent such acts or omissions are required by the underlying rights, including, without limitation acts or omissions that deny the use of, alter or remove the Cable. 5.2.4 Sublicensing. City shall not assign, sell, transfer, lease, sublease, license, sub-license, or otherwise grant a right to use the Dark Fibers to any third party without the prior written consent of Aspire. 5.2.5. Access to Dark Fibers. City may access the Dark Fibers only at the demarcation points specified in the applicable order form. City may not access or take any action that impacts the Dark Fibers or the Cable at any other locations. 5.3 Relocation. 5.3.1 Relocation Required By Aspire. In the event that Aspire is required by any underlying service provider, public authorities, or lawful order or decree of a regulatory agency or court or any other reason beyond Aspire’s reasonable control, to relocate or modify any or all Cable on the Route upon which the Dark Fibers are located, Aspire’s costs for any such work shall be shared on a pro rata basis with City. Aspire shall not be responsible for the costs of, nor shall it be liable for, the removal, relocation or replacement of any City equipment or other City property on the City’s side of the Demarcation Point. If the relocation or replacement of the Cable is requested or caused by a third party, Aspire shall attempt to obtain reimbursement of Aspire’s costs from said third party. Notice to City will be provided as soon as reasonably practicable. Neither Aspire nor any of its affiliates or agents shall incur liability for any Product Outage, disruption, degradation, interference, or interruption of any Product in connection with any such removal or relocation. Aspire and City shall cooperate in performing such relocation or modifications so as to minimize any interference with the use of the Dark Fibers and the Cable and to avoid conflicting physically or otherwise interfering with joint users of the Cable or any other property impacted by the installation, construction, maintenance or 114 24 use of the Cable, to the extent reasonably possible. Any such relocation shall be accomplished consistently with the Specifications. 5.3.2 Relocation Requested By City. City may request relocation of the Dark Fibers. Any such relocation shall be subject to Aspire’s approval (which shall be in Aspire’s sole discretion), the execution of an order form, and City’s payment to Aspire of such additional charges as Aspire may require. No relocation or replacement of the Cable or related facilities shall be performed without the prior written agreement of Aspire, which shall be in Aspire’s sole discretion. 6. TERMINATION AND CONDEMNATION. 6.1 Termination of Route Segment. In addition to, and not in limitation of, any rights set forth in the Agreement, any Route Segment may be terminated by Aspire without liability (unless due to a default by Aspire under any applicable Underlying Rights agreement), upon reasonable notice to City, to the extent Aspire is no longer authorized under the Underlying Rights to install, construct, maintain, operate, or convey the license to use the Cable or other property as contemplated by the Agreement. If a Route Segment is terminated pursuant to this Section, Aspire shall make reasonable efforts to find alternate capacity or facilities owned or controlled by Aspire to meet City’s needs, but under no circumstances shall Aspire be obligated to contract for or to construct new facilities, or otherwise incur any additional cost or expenses, to replace the Cable or Dark Fibers on the Route Segments terminated under this Section 5.1. 6.2 Condemnation Proceedings/Termination Rights. If City receives notice of a proposed taking by eminent domain of any part of the Cable, City will notify Aspire of the proposed taking within five (5) days of receiving said notice and Aspire will have the option to: (i) declare this Agreement null and void and thereafter neither Party will have any liability or obligation hereunder; or (ii) remain in possession of that portion of the Cable that will not be taken. With either option Aspire shall have the right to pursue all available remedies at law or equity. 7. FEES. City shall pay the fees set forth in order forms executed hereunder. On January 1 of each year, the MRCs shall be escalated by three percent (3%), in accordance with Section 5.2 of the Agreement. In addition, in the event that amounts charged to Aspire under any underlying rights are increased or Aspire’s costs or expenses are increased due to any underlying rights, Aspire shall have the right to charge City for its pro rata share of such increases, which shall be added to the MRCs to be paid by City for the applicable Term of this Agreement. 8. SERVICE LEVEL AGREEMENT. 8.1 MTTR Objectives. 8.1.1 Mean Time to Respond. The “Mean Time to Respond” is the average time required for Aspire to begin troubleshooting a reported failure. The Mean 115 25 Time to Respond objective is two (2) hours from Aspire’s receipt of notice of such failure. 8.1.2 Mean Time to Repair. The “Mean Time to Repair” is the average time required to restore the fibers to an operational condition as defined herein. The Mean Time to Repair objective is eight (8) hours from Aspire’s receipt of notice of such failure. 8.2 Product Outage. Subject to this Section 7, in the event of a Product Outage, City may be entitled to a Product Credit as provided in Section 7.3 below. A Product Outage shall be deemed to begin upon the earlier of Aspire’s actual knowledge of the Product Outage or Aspire’s receipt of notice from City of the Product Outage, and end when the fibers are operational and in material conformance with the applicable specifications. Notwithstanding anything to the contrary in this Exhibit C, in the Agreement or in any order form, in no event shall a Product Outage or failure to meet any objectives or parameters under this Exhibit C be deemed to be or constitute a breach by Aspire of this Exhibit C, the Agreement or any order form. 8.3 Service Level Objective. If Aspire fails to repair a Product Outage within eight (8) hours of notice from City of such Product Outage (“Repair Window”), City may be entitled to a Product Credit as follows: Measurement Timeframe Product Credit for Affected Product Per Incident One-Thirtieth (1/30) of the MRC of the affected Product for each consecutive twelve (12) hour period (or fraction thereof) after the Repair Window up to a maximum of fifty percent (50%) of the MRC. 8.4 Product Credits. The number of minutes of separate and discrete Product Outages will not be cumulated to determine the applicable product credit. Product Credits hereunder may not be applied to usage charges, government fees, taxes, or surcharges, or any third-party charges passed through to City by Aspire. Product Credits issued to City hereunder shall be City’s sole and exclusive remedy at law or in equity on account of any Product Outage. Product Credits will not be issued to City if City’s account with Aspire is in arrears. Notwithstanding anything to the contrary herein, the above-stated Product Credits shall not apply to off-net products, and in the event of a Product Outage or other failure of any off-net product provided by Aspire to City, Aspire agrees to pass through a credit equal to the credit received by Aspire from its underlying provider(s) for such Product Outage, in lieu of the above-stated Product Credits. In no event shall Aspire’s total liability for all Product Outages and/or failure to meet any objectives or parameters set forth in this Exhibit C in any month exceed a credit equal to fifty percent (50%) of the MRC for the affected product for such month. 116 26 8.5 Product Credit Request. City must submit a written request to claim a product credit no later than thirty (30) days following the event that gives rise to City’s right to request the product credit. Failure to request a credit within such period shall constitute a waiver of any claim for a product credit. 8.6 Events Excepted From Product Credit. Notwithstanding the foregoing, City shall not receive any Product Credit for any Product Outage, failure to meet any objectives or parameters hereunder, or delay in performing repairs, arising from or caused, in whole or in part, by any of the following events: a. City’s (including its agents, contractors and vendors) acts or omissions; b. Failure on the part of City equipment, City provided optical fiber, end user equipment or City’s vendor’s equipment; c. Failure of electrical power not provided by Aspire; d. Election by City, after requested by Aspire, not to release the Dark Fibers for testing and repair; e. Aspire’s inability to obtain access required to remedy a defect in a Product, including lack of access due to utility safety restrictions; f. Scheduled maintenance periods; g. Scheduled upgrade of Product at the request of City; h. Force Majeure Event; or i. Disconnection or suspension of the Product by Aspire pursuant to a right provided under this Exhibit C. 117 27 Exhibit C-1 Fiber Specifications 1. Type and Constitution. Single-mode Dark Fibers are made of high grade doped silica core surrounded by a silica cladding; and coated with a dual layer, UV-cured acrylic-based coating. Properties Units Single Mode Single Mode Enhanced MetroCor NZDSF Glass Geometry Mode Field Diameter at 1310 nm (µm)9.2 ± 0.4 9.2 ± 0.4 N/A N/A Mode Field Diameter at 1550 nm (µm)10.4 ± 0.8 10.4 ± 0.8 8.1 ± 0.5 9.2 ± 0.8 Fiber Attenuation Maximum value at 1310 nm (dB/km)0.4 0.4 0.5 N/A Maximum value at 1550 nm (dB/km)0.3 0.3 0.3 0.3 2. Fiber Optic Specification Bi-directional splice value (“Splice Value”) ≤ 0.20 dB at 1550 nm. In exceptional cases, a Splice Value may be accepted if its value is higher than 0.20 dB at 1550 nm. An exception case is, for instance, when three (3) re-trials of a splice cannot improve the Splice Value. The Splice Value will be given by the equation: (Splice attenuation from A to B) + (Splice attenuation from B to A) 2 (a) Splice attenuation average (“Splice Attenuation Average”) ≤ 0.15 dB at 1550 nm. The Splice Attenuation Average is given by: ___________Σ Splice Values Number of splices in the Route Segment (b) It is recognized by the Parties that due to the use of ribbon fiber optic cable on some of the segments, the Splice Value of individual splices may exceed 0.20 dB. However, the Splice Attenuation Average for any Route Segment as designated in (b) above shall supersede all other splicing requirements. 3. Connectors (a) Maximum Connector/pigtail loss. The attenuation contribution of each pigtail with associated connector is considered to be 1.0 dB, comprised of 0.8 dB connector loss and 0.20 dB splice loss (pigtail to cable splice). 118 28 4. Fiber Optic Test Parameters I. Standard Fiber Optic Testing: (a) Bi-directional OTDR (i) Span traces will be captured at 1310nm and 1550nm. Traces will be provided in native format and / or PDF. (b) Bi-Directional Power Meter. (i) Bi-Directional power meter results will be furnished with light source data at 1550nm. Data will be supplied in a excel format with all locations clearly identified including demarcation details. II. Additional Fiber Optic Testing (for an additional charge): (a) Optical Return Loss/Reflectance (i) The ORL value measures the total light reflected back to the transmitter caused by the system components of the fiber under test and can degrade the performance by affecting the stability of the laser; this in turn can create bit errors. (ii) Specifications – ORL Vendor and Telcordia specifications regarding Optical Return Loss are as follows: Parameter Required Threshold Optical Return Loss >30 dB (b) Polarization Mode Dispersion. (i) PMD is caused by different polarizations of the light pulse traveling along the fiber at slightly different speeds due to imperfections of size and material properties along the length of the fiber. This causes the light pulses or waveforms to spread out or broaden causing possible bit error rate of the transmission signal. The higher the bandwidth, the shorter the pulse and the increase of importance of testing prior network turn up. (ii) Polarization-Mode Dispersion Measurement for Single- Mode Optical Fibers by Interferometry Method. 119 29 (iii) PMD coefficient of the tested fiber should not exceed <0.2 ps/km1/2. (c) Chromatic Dispersion (i) Chromatic Dispersion is the broadening or spreading of a pulse of light due to the nonzero spectral width of a transmission signal. The effects of chromatic dispersion can limit the network transmission rate or the length of fiber a signal can be transmitted before requiring re- generation. (ii) Specifications – Chromatic Dispersion (iii) Record the total Chromatic dispersion for the tested span, the value per kilometer should be within the range specified below. Type Dispersion @ 1550nm SMF (ITU-T 6.652.D) ≤18 ps/(nm*km) ELEAF (ITU-T G.655) 4 ps/(nm*km) TrueWave RS (ITU-T G.655) 4.5 ps/(nm*km) TrueWave Classic (early G.655) 2 ps/(nm*km) DSF (ITU-T G.653) 0 ps/(nm*km) SMF-LS -1 ps/(nm*km) 120 30 Exhibit D Internet Supplement & SLAs 1. SCOPE. This Exhibit D and any additional exhibit(s) attached hereto apply to Internet products licensed under an order form that specifies Internet as further defined in this Section. This Supplement shall not apply to other products, including Ethernet, wavelength, dark fiber, or colocation. 2. ADDITIONAL DEFINITIONS. “Product” means Internet connectivity and Bandwidth provisioned by Aspire at a Location. Product includes, without limitation, the following types of Products: “Internet Access” means Internet connectivity and Bandwidth provided via a connection at Aspire’s POP. “Dedicated Internet Access” means Internet connectivity and Bandwidth provided via a local access from a Location to Aspire’s POP. “Internet Integrated with SD-WAN” means Internet connectivity at a Location enabling a software defined wide area network, an application aware, policy driven network, delivered by an Edge Device (as defined in Exhibit D-1 attached hereto and incorporated by this reference) or virtual instance of such device at the Location. “Internet Access with Basic Firewall” means Internet Access with L4 stateful firewall and static routing capabilities delivered by an Edge Device or virtual instance of such device without advanced routing or other Managed Internet Router features. “Dedicated Internet Access with Basic Firewall” means Dedicated Internet Access with L4 stateful firewall and static routing delivered by an Edge Device or virtual instance of such device without advanced routing or other Managed Internet Router features. “Managed Internet Router” means Internet Access or Dedicated Internet Access with an L4 stateful firewall for a single Location that includes static and dynamic advanced routing capabilities that are enabled by an Edge Device or virtual instance of such device at the Location. Access Port” means the port on Aspire’s equipment at the Location which is the point of attachment and entry into the Network (as defined in the Agreement), and the demarcation point for the applicable Product. “Bandwidth” means the amount of data (quantified as “Mbps” or “Gbps”) made available to City. “Aspire’s POP(s)” means Aspire’s point of presence(s) at which Aspire provides interconnectivity to its networks routes and facilities. “Frame Delivery Rate” means the monthly average percentage of Internet Protocol (“IP”) packets successfully received from the relevant portion of the Network relative to the 121 31 number of IP packets offered to the Network between the Aspire’s POPs and Access Port. “Latency” means the monthly average round-trip transmission time (in milliseconds) for IP packets to travel on the relevant portion of the Network between the Aspire’s POPs and Access Port. Latency is measured (i) between the Aspire’s POPs and Access Port, and (ii) using Aspire’s network management systems or testing hardware. Aspire’s network management systems or testing hardware shall be the sole and conclusive source of measurements for the purposes of measuring Latency. “Location” is an address wherein Aspire will hand off product to City. “Product Availability” means the percentage of minutes during a calendar month that the licensed Product has not incurred a Product Outage. Product Availability is calculated as follows: (43,200 - total number of minutes of Product Outage during the calendar month) divided by 43,200. “Product Credit” means a credit that City may be eligible to receive in the event of a Product Outage or Product Performance Failure. “Product Outage” means any period of time during which the Product is unable to send or receive data. “Product Performance Failure” means a failure of the Product to meet any performance parameters set forth in Section 6.2.2 through 6.2.4 below. Product Performance Failure is not a Product Outage. 3. SPECIFICATIONS. The specifications applicable to Products are the performance parameters set forth in Section 5 below. 4. USE BY CITY. 4.1 The Product provides IP transit service via the Network to the public Internet. 4.2 The Product is configured at designated speeds on a port(s) at the Location utilizing Aspire’s equipment. The selected speed of service, physical handoff type on the City’s equipment to the City, pricing and length of the initial Term shall be set out in the individual order form. 4.3 City shall utilize the Product(s) in compliance with all applicable international, federal, state and local laws and regulations, as well as abide by Aspire’s Customer Acceptable Use Policy, which is posted on Aspire’s website at aspirebroadband.com and incorporated herein by reference. 4.4 Upon expiration or termination of a Product for any reason, City agrees to return to Aspire any IP addresses or address blocks assigned to City by Aspire. 122 32 5. SERVICE LEVEL AGREEMENT. 5.1 Product Service Level. Subject to this Section 5, in the event of a Product Outage to any licensed Product or a Product Performance Failure, City may be entitled to a Product Credit in accordance with the applicable Service Level Objective set forth in Section 5.2 below. A Product Outage, or Product Performance Failure as the case may be, shall be deemed to begin upon the earlier of Aspire’s actual knowledge of the same or Aspire’s receipt of notice from City of the same, and end when the Product is operational and in material conformance with the applicable specifications. Notwithstanding anything to the contrary in this Exhibit D, the Agreement or any order form, in no event shall a Product Outage and/or Product Performance Failure and/or any other defect or failure in the Product be deemed to be or constitute a breach by Aspire of this Exhibit D, the Agreement or any order form. Traffic traversing the public Internet is not subject or applicable to this Section 5 or this Exhibit D. 5.2 Service Level Objectives. 5.2.1 Product Availability. If the Product Availability in any calendar month is less than the Product Availability objective set forth in the table below, City shall be entitled to a Product Credit equal to the percentage of the applicable MRC set forth in the following table: Quality Level Product Availability Objective Measur ement Timefra me Product Credit Cumulative Duration of Product Outage(s) % of MRC Product Availability 99.9% One Month 0 to 2 hrs. 0% >2 hrs. to 4 hrs. 10% >4 hrs. to 8 hrs. 15% >8 hrs. to 12 hrs. 20% >12 hrs. to 24hrs. 25% > 24 hrs. 30% 5.2.2 Latency. If the actual monthly average Latency exceeds the number of milliseconds set forth in the table below and such failure is quality-impacting, City shall be entitled to a Product Credit equal to the percentage of the applicable MRC set forth in the following table: LATENCY Domestic US Product Credit 60ms or less No Credit >60ms 10% 123 33 5.2.3 Frame Delivery Rate (Packet Delivery). If the actual monthly average Frame Delivery Rate is less than the percentages set forth in the left column of the table below and such failure is quality-impacting, City shall be entitled to a Product Credit equal to the percentage of the applicable MRC set forth in the following table: FRAME DELIVERY RATE Domestic US Product Credit 99.5% or greater No Credit Less than 99.5% 10% 5.3 Product Credits. Product Credits hereunder are calculated as a percentage of the MRC set forth in the order form, and may not be applied to usage charges, government fees, taxes, or surcharges, or any third-party charges passed through to City by Aspire. Product Credits hereunder may be paid only once per any given billing cycle. Product Credits issued to City hereunder shall be City’s sole and exclusive remedy at law or in equity on account of any Product Outage and/or Product Performance Failure and/or any other defect or failure in the Product. Product Credits will not be issued to City if City’s account with Aspire is in arrears. If an incident affects the performance of the Product and results in a period or periods of interruption, disruption, failure or degradation in quality, entitling City to one (1) or more credits under multiple quality level standards, only the single highest credit with respect to that incident will be applied, and City shall not be entitled to credits under multiple quality level standards for the same incident. Notwithstanding anything to the contrary herein, the above- stated Product Credits shall not apply to off-net Products, and in the event of any Product Outage or Product Performance Failure of any off-net Product provided by Aspire to City, Aspire agrees to pass through a credit equal to the credit received by Aspire from its underlying provider(s) for such Product Outage or Product Performance Failure, in lieu of the above- stated Product Credits. In no event shall Aspire’s total liability for any and all interruptions, disruptions, failures, and/or degradations in quality (including, without limitation, any Product Outage or Product Performance Failure) exceed fifty percent (50%) of the MRC for the affected Product. 5.4 Product Credit Request. City must submit a written request to claim a Product Credit no later than thirty (30) days following the event which gives rise to City’s right to request the Product Credit. Failure to request an allowance within such period shall constitute a waiver of any claim for a Product Credit. 5.5 Events Excepted From Product Credit. Notwithstanding the foregoing, City shall not receive any Product Credit for any Product Outage, Product Performance Failure, failure to meet any objectives or parameters hereunder, or delay in performing repairs, arising from or caused, in whole or in part, by any of the following events: 1) City’s (including its agents, contractors and vendors) acts or omissions; 124 34 2) Failure on the part of City’s equipment, City provided optical fiber, City’s end user equipment or City’s vendor’s equipment; 3) Failure of electrical power not provided by Aspire; 4) Election by City, after requested by Aspire, not to release the Product for testing and repair; 5) Aspire’s inability to obtain access required to remedy a defect in the Product or restore DDoS Defense; 6) Scheduled maintenance periods; 7) Scheduled upgrade of Product at the request of City; 8) Force Majeure Event; 9) Disconnection or suspension of the Product by Aspire pursuant to a right provided under this Exhibit D or the Agreement; 10) Failure of any local access circuits provided by City; 11) Aspire’s inability to repair due to utility safety restrictions; 12) Unavailability of required City personnel, including as a result of City’s failure to provide Aspire with accurate, current contact information; 13) Improper or inaccurate network specifications provided by City; 14) Unavailability of required spectrum not due to the fault or negligence of Aspire when fixed wireless is utilized in the provisioning of the Product; 15) Dropping of Internet traffic pursuant to Section 5.2; and/or 16) City attempting to exceed maximum Bandwidth of City’s port connection to the Network. 6. ADDITIONAL TERMS. 6.1 Disclaimer of Third Party Actions. At times, actions or inactions caused by third parties (e.g. DDoS attacks and unauthorized network intrusions) can produce situations in which City connections to the Internet (or portions thereof) may be impaired or disrupted. In addition, third parties may attempt to intrude into or hack into City’s network. Aspire has no control over or responsibility for the security of City’s network or unauthorized intrusions into and/or unauthorized uses of City’s network and/or IP addresses used by City. Aspire cannot guarantee that such situations will not occur, and accordingly Aspire disclaims any and all liability resulting from or related to such events. In the event that City’s use of the Product or such third parties is causing harm to the Network or its operations, Aspire shall have the right to suspend the Product. Aspire shall restore the Product at such time as it reasonably deems that there is no further harm or threat to the Network or its operations. 6.2 Network Traffic Samples. Aspire may collect small samples of network traffic for (i) support and maintenance of product performance, and/or (ii) troubleshooting, prevention or correction of service impacting incidents or for correcting and defending against malicious and improper usage of the Network and products (e.g. DDoS attacks, Botnet activity) (“Network Traffic Samples”). Network Traffic Samples typically include source and destination IP addresses, source and destination ports, and partial or in some cases full payload data, and 125 35 may be stored in a secure system for historic, troubleshooting, or reporting purposes for up to one year. The collection of Network Traffic Samples is inherent in Aspire providing the Product. Aspire does not otherwise utilize Network Traffic Samples for any other purpose, including, but not limited to, collecting data for marketing or sales purposes, or selling or transferring of data to third parties. Aspire utilizes security best practices and provides reasonable and adequate protections to the systems that collect and store Network Traffic Samples. Aspire is unable to decrypt any Network Traffic Samples that are encrypted; therefore, Aspire highly recommends that City encrypt its network traffic. Aspire may not utilize, sell, or disclose aggregated data derived from Network Traffic Samples. To the fullest extent permitted by law, Aspire will defend, indemnify, and hold City, its elected officials, officers, employees and agents free and harmless with respect to claims and liabilities arising out of the unauthorized disclosure or use of, or access to, Network Traffic Samples (“Data Breach”) caused by or arising out of the negligence, willful misconduct, or breach of this Agreement by Aspire, or any of its owners, employees, contractors or agents. Aspire will promptly, but no later than 48 hours after such data breach or disclosure, notify the City thereof including providing any and all information necessary for the City to protect itself and/or third parties from further damage and injury. To the extent the Data Breach resulted in the disclosure of or access to “personal information”, as defined in California Civil Code Sec. 1798.140, Aspire shall make all required notifications to the subjects of such Data Breach, and shall otherwise comply with Civil Code Sec. 1798.100, et seq. This Section shall survive the termination of this Agreement. 126 36 Exhibit D-1 Additional Terms and Conditions for Internet Integrated with Managed Internet Products This Exhibit D-1 is hereby incorporated into Exhibit D, and the following terms and conditions of Exhibit D-1 shall only apply to Managed Internet Products (as that term is defined herein) provided by Aspire to City. Any capitalized terms 1. ADD-ON OPTIONS 1.1 “High Availability” means dual Edge Devices deployed at the Location (as defined in Exhibit D) setup in a configuration to provide redundancy. The Edge Devices, deployed in a high availability configuration, are connected to each other with a fallback mechanism based on pre-determined policies. 1.2 Next-Gen Firewall” means additional security features to the Managed Internet Product, namely secure socket layer (“SSL”) inspection, uniform resource locator (“URL”) and Internet protocol (“IP”) reputation and filtering, and L7 application controls. 1.3 Unified Threat Management” means Additional security features to the Managed Internet Product, namely anti-virus protection, intrusion detection system (“IDS”), intrusion prevention system (“IPS”), file filtering, and SSL decryption and encryption. 2. ADDITIONAL DEFINITIONS “Edge Device” means Aspire’s equipment which can be physical or virtual and is part of the Managed Internet Product solution. “Logical Changes” means City requested basic modifications or changes performed remotely by Aspire’s Network Operations Center to the Internet Integrated with SD-WAN (as defined in Exhibit D) Product following the installation and delivery of such Product including, but not limited to, changes to routing tables. “Managed Internet Product(s)” means the Internet Integrated with SD-WAN Products, Internet Access with Basic Firewall (as defined in Exhibit D) Products, Dedicated Internet Access with Basic Firewall (as defined in Exhibit D) Products, and Managed Internet Router (as defined in Exhibit D) Products. “Network Controller” means the Aspire’s equipment which provides physical or virtual device management for all Edge Devices associated with the controller. “Software” means software which is embedded in the Edge Device and used in connection with the Internet Integrated with SD-WAN Product. 3. SPECIFICATIONS The specifications applicable to Managed Internet Products are as follows: 3.1 IP Address Allocation. The Edge Device may use one or more IP address blocks depending on the number of transport services at the Location. Each Managed Internet 127 37 Product will have a unique IP address block. 3.2 Network Traffic Management. Aspire’s network traffic policies will restrict the traffic flows to the subscribed committed information rate (“CIR”) in connection with the Managed Internet Product. 4. IMPLEMENTATION AND CONFIGURATION 4.1 Configuration and Pre-Installation Technical Documentation. City shall reasonably cooperate with Aspire in the installation and configuration of the Managed Internet Product, and City shall also assist in the completion of technical documentation prior to commencement of installation of the Managed Internet Product. The documentation provides Aspire with the information needed to design and configure the Managed Internet Product, including, but not limited to, access type and bandwidth, local area network and wide area network (“WAN”) design, number of users, and traffic types and priorities. 4.2 City Responsibilities. City will provide: (i) an operating environment with temperatures not below fifty-five (55) or above eighty-five (85) degrees Fahrenheit, and humidity shall not exceed ninety (90) percent at eighty-five (85) degrees Fahrenheit; (ii) power including UPS AC power equipment, circuit sizing to be determined, if applicable; (iii) emergency local generator backup service, if applicable; (iv) if interfacing with a third party IP service, provide, install and maintain a device that is capable of routing network traffic between the Managed Internet Product and the City’s WAN; (v) secure space for Aspire’s equipment at each Location; and (vi) a point of contact for Managed Internet Product installation, activation, notices for Product Outages (as defined in Exhibit D), configuration assistance, and any maintenance activities. City is solely responsible for designating authorized City representatives in connection with City’s use of the Managed Internet Product, account access, maintenance, and configuration permissions associated with the Managed Internet Product. City shall promptly notify Aspire of any changes to permissions related to City’s authorized representatives on file with Aspire. In addition, City is responsible for the performance of the applicable functions set forth on the Responsibility Matrix in Section 9 below. 4.3 Cross Connections. As necessary for interconnection of the Managed Internet Product with service provided by others, Aspire may request (as applicable), and City will provide to Aspire, circuit facility assignment information and design layout records necessary to enable Aspire to make the necessary cross-connection between the Managed Internet Product and City’s other service(s) from other provider(s). Aspire may charge City non- recurring and monthly recurring cross-connect charges to make such connections. 4.4 Security Monitoring and Mitigation. Aspire monitors the Edge Device utilized in connection with the Managed Internet Product. Aspire does not provide monitoring of security events, any security event mitigation or advice regarding security issues or threats. Upon request by City, Aspire will modify the configuration of the Managed Internet Product in accordance with the specifications provided by City to attempt to mitigate security events and security threats identified by City. Aspire’s sole obligation is to implement the configuration settings requested by City. Aspire makes no guarantees with respect to the detection or blocking of viruses/worms/malware or any other types of attacks, and is not responsible for any malicious data that may be transmitted over the Managed Internet Product. 128 38 4.5 Aspire Responsibilities. Aspire is responsible for the performance of the applicable functions as set forth on the Responsibility Matrix in Section 9 below. The demarcation point for the Managed Internet Product is the port on the Edge Device. 4.6 Proprietary Rights and Permitted Use. City may use the Managed Internet Products only for its own internal use. City shall not assign, sell, transfer, distribute, lease, sublease, license, sub-license, or otherwise grant a right to use the Managed Internet Product to any third party. City shall not use or copy any Software except as expressly permitted in the Agreement. Except to the extent such restrictions are not permitted under applicable law, City agrees not to modify, adapt, alter, decompile, disassemble, reverse assemble, reverse engineer or otherwise attempt to derive source code for the Edge Device, Software or any other aspect of the Managed Internet Product. City may not distribute, license, lease, rent, loan, or otherwise transfer the Software. City shall not create derivative works based on the Software. City may not export the Software or the underlying technology in contravention of the applicable U.S. and foreign export laws and regulations. City acknowledges and agrees that portions of the Software, including but not limited to the source code and the specific design and structure of individual modules or programs, constitute or contain trade secrets of Aspire and its licensors. Any Software provided hereunder is licensed only and is subject to this Exhibit D-1, and Aspire or its providers retain title in all copies of the Software. City will not obtain title to, or ownership of any intellectual property rights in the Software or any copies thereof. City’s rights in the Software will be limited to those expressly granted in this Exhibit D-1. Aspire reserves all rights not expressly granted to City under this Exhibit D-1. 4.7 Content and Transportation of Managed Internet Product. City accepts that Aspire does not control or operate the content that is transmitted or transported via the Managed Internet Products, and City shall be solely liable and responsible for the content, data and communications applicable to the Managed Internet Product. City acknowledges that Aspire will have network access to communicate with the Edge Device for purposes such as authentication and Software updates; and will have access to, and may utilize for any purpose all information regarding networking characteristics, usage, performance and related information involved in the use of the Managed Internet Product (“KPI”). Aspire will protect this KPI, and will not divulge to anyone outside of Aspire, or its subcontractors and agents, unless required by law via a subpoena. 4.8 Fraudulent Use of Product. Aspire shall not be held liable for any usage, charges and/or damages resulting from City’s fraudulent or unauthorized use of the Managed Internet Products, Software and/or Edge Devices. City will not use any Managed Internet Product in any unlawful, abusive, or fraudulent manner. If Aspire has reason to suspect City is abusing a Managed Internet Product or using them fraudulently or unlawfully, Aspire reserves the right to immediately suspend, restrict, or terminate the Managed Internet Product or all of the Managed Internet Products without notification. In such an event, City will be held liable for all usage, including but not limited to, any and all fraudulent usage. 5. CITY PORTAL Aspire will provide the City with a password-protected web portal to view performance information regarding City’s Managed Internet Products upon City’s request. 129 39 6. FEES FOR MANAGED INTERNET PRODUCTS In the event that amounts charged to Aspire under its underlying third party reseller agreement are increased in connection with a Managed Internet Product, Aspire shall have the right to charge City for such increase, which shall be added to the MRCs to be paid by City for the applicable term. In the event of any such increase, Aspire will provide prior written notice to City, and any such increases in charges will not take effect until City’s receipt of such notice. 7. EMERGENCY BLOCKING The Parties agree that if either Party, in its reasonable sole discretion, determines that an emergency action is necessary to protect its own network, then the applicable Party may block any transmission path over its network by the other Party where transmissions do not meet material standard industry requirements and after engaging in reasonable and good faith efforts to notify the other Party of the need to block. Any such blockage will be without any liability or obligation to the other Party. The Parties further agree that none of their respective obligations to each other under the Agreement, Exhibit D, this Exhibit D-1 and order form will be affected by such blockage, except if City is the Party being blocked, then City will not be obligated to make payments for the circuit(s) which is so blocked until such time as the blockage is removed. 8. CHANGES During the Term of this Agreement, Aspire will perform certain Aspire configuration changes with respect to the Managed Internet Products upon request by City, following installation and delivery of each Managed Internet Product and subject to additional charges, certain charges of which are detailed below. Change Type Time of Day Rates Per Incident (Charged per Product) Technician dispatch 7:01 AM to 6:59 PM $250 per hour, 4-hour minimum Technician dispatch 7:00 PM to 7:00 AM $375 per hour, 4-hour minimum Logical Changes – Remote 7:01 AM to 6:59 PM $200 per hour, 1-hour minimum Logical Changes – Remote 7:00 PM to 7:00 AM $300 per hour, 1-hour minimum The charges above may be increased once per contract year upon notice to City by the percentage increase, if any, in the Consumer Price Index – Urban Wage Earners and Clerical Workers (U.S. City Average, All Items, Base 1982-1984 equals 100) as published by the United States Department of Labor, Bureau of Labor Statistics. 130 40 9. RESPONSIBILITY MATRIX – MANAGED INTERNET PRODUCTS Function Aspire City Strategic direction X Appropriate space, power, operating environment X Network design X X Monitoring X Fault isolation X Fault restoration – Physical X Fault restoration – Logical X Break fix maintenance X Change management – Physical X Change management – Logical X Configuration back-up X Security policy and updates X Utilization reporting X 131 ATTACHMENT 5 RESOLUTION NO. 2025-____ A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MOORPARK, CALIFORNIA, AMENDING THE FISCAL YEAR 2024/25 BUDGET TO INCREASE ENGINEERING PLAN REVIEW AND PROCESSING REVENUES BY $75,000 AND TO APPROPRIATE AN ADDITIONAL $75,000 FOR ENGINEERING REVIEW AND INSPECTION EXPENDITURES IN THE ENGINEERING/PUBLIC WORKS FUND (2205) WHEREAS, on June 19, 2024, the City Council adopted the Operating and Capital Improvement Budget for Fiscal Year 2024/25; and WHEREAS, on April 2, 2025, the City Council approved a License Agreement between the City and Aspire Broadband, LLC; and WHEREAS, the City intends to utilize its previously-contracted outside civil engineering firm, m6 Consulting, Inc., to provide civil engineering plan check and inspection services associated with the License Agreement; and WHEREAS, pursuant to the License Agreement, Aspire Broadband, LLC has agreed to reimburse the City for its actual costs up to $400,000, and then for 50% of estimated costs $400,000 and $500,000, and then actual costs above $450,000; and WHEREAS, on April 2, 2025, a staff report was presented to the City Council requesting approval of a budget amendment in the amount of $75,000 for offsetting revenues and expenditures for civil engineering plan check and inspection services associated with the License Agreement with Aspire Broadband, LLC during Fiscal Year 2024/25. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF MOORPARK DOES HEREBY RESOLVE AS FOLLOWS: SECTION 1. The City Council hereby approves a budget amendment in the amount of $75,000 in both revenues and expenditures in the Engineering/Public Works Fund (2205), as further described in Exhibit A, attached hereto and incorporated by reference. SECTION 2. The City Clerk shall certify to the adoption of this resolution and shall cause a certified resolution to be filed in the book of original resolutions. PASSED AND ADOPTED this 2nd day of April, 2025. ________________________________ Chris R. Enegren, Mayor ATTEST: ___________________________________ Ky Spangler, City Clerk Exhibit A: Budget Amendment 132 FUND BALANCE ALLOCATION: Fund Title Unassigned Fund Bal Revision Amended Balance Enginnering/PW Fund (2005)-$ -$ -$ Total -$ -$ -$ REVENUE BUDGET ALLOCATION: Account Number Current Budget Revision Amended Budget 2205-000-00000-43020 500,000.00$ 75,000.00$ 575,000.00$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ Total 500,000.00$ 75,000.00$ 575,000.00$ EXPENDITURE APPROPRIATION: Account Number Current Budget Revision Amended Budget 2205-223-E0037-51060 105,000.00$ 40,000.00$ 145,000.00$ 2205-223-E0038-51060 60,200.00$ 35,000.00$ 95,200.00$ -$ -$ -$ -$ -$ -$ -$ -$ -$ Total 165,200.00$ 75,000.00$ 240,200.00$ EXHIBIT A BUDGET AMENDMENT FOR PUBLIC WORKS DEPARTMENT FY 2024/25 ENGINEERING/PUBLIC WORKS FUND (2005) | ENGINEERING DIVISION CIVIL ENGINEERING PLAN CHECK AND INSPECTION SERVICES FOR LICENSE AGREEMENT WITH ASPIRE BROADBAND LLC 133