**Exhibit10.39**

**[GRAPHIC]**

**MASTERFIBER LICENSE AGREEMENT**

This Master FiberAgreement (this “Agreement”) is entered into by and between **Salt River****Project Agricultural Improvement and Power District,**anagricultural improvement district organized and existing under the laws of theState of Arizona (“SRP”), and Mountain Telecommunications of Arizona, Inc., anArizona corporation. (“Licensee”) (each a “Party”; jointly, the “Parties”).

**RECITALS**

**A.    SRP’s Business.**SRPis a supplier of water and electric power in portions of Maricopa County, PinalCounty and Gila County, Arizona.

**B.    SRP Telecom.**SRP’sTelecom Department provides communications infrastructure, including parts ofSRP’s fiber optic cable network, and related services to the extent that SRPhas excess capacity on its network and its water and electric operations arenot adversely affected.

**C.    Licensee’s Business.**Licenseeis a provider of telecommunications services in the Phoenix, Arizonametropolitan area.

**D.    This Agreement.**Licenseedesires to obtain a license to use fiber from SRP, and SRP is willing tolicense fiber to Licensee, on the terms and conditions herein. This Agreementis a Master Agreement, containing terms and conditions that will apply tomultiple fiber segments. Specific terms and conditions applicable to any givensegment will be stated in Product Orders executed by the Parties from time totime.

**AGREEMENT**

In consideration of themutual promises and covenants herein, the receipt and sufficiency of which arehereby acknowledged, the Parties agree as follows.

**ARTICLE1. DEFINITIONS**

As used in thisAgreement, the following terms shall have the meanings specified below:

“Accept” or “Acceptance”means the issuance by Licensee of written notice to SRP in the form of a signedAcceptance Package stating that Licensee approves the Fibers as being incompliance with the executed Product Order and/or this Agreement.

“Acceptance Package”means the document delivered by SRP to Licensee that demonstrates compliancewith the Specifications and Product Order(s) as set forth in Exhibit A (Fiber,Specifications, Demarcation, Maintenance, Acceptance and Acceptance Testing).

“Administration Charge”means a charge payable to SRP for the costs of activities associated with SRP’spreparation of a Formal Price Quote.

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“Affected Portion” meansthe portion of any Segment that is or may; (i) be affected by a Taking; (ii)become the subject of a lien or transfer; or (iii) be damaged or destroyed asthe result of the occurrence of an event of casualty.

“Affiliate” means, withrespect to either Licensee or SRP, any corporation that controls such Party, iscontrolled by such Party, or is with such Party under common control of anotherentity.

“Agreement” means thisMaster Fiber License Agreement.

“Approvals” means all permits,approvals and licenses from all government authorities or other Parties havingjurisdiction or approval rights respecting; (i) the use and occupation of anyRight of Way where Facilities are located or to be constructed; (ii) the use ofFacilities; and (iii) “Blue Stake” clearances.

“Building Entrance” meansthat portion of the Fiber which runs from a connection point on the FiberSystem to the point-of-presence inside a customer’s building, including allRights of Way, conduit, Fiber, fiber optic patch panel and other Facilitiesnecessary to establish the connection from a connection point on the Fiber tothe customer’s building.

“Building Entrance Fee”means cost associated with the securing of access rights to a building.

“Commencement Date” meansthe date the license of Fibers under a Product Order commences, as establishedin an Acceptance Package executed by the Parties pursuant to Section 5.3(Acceptance of Fiber) and Exhibit A (Fiber, Specifications, Demarcation,Maintenance, Acceptance and Acceptance Testing).

“Completion Interval” hasthe meaning as set forth in Exhibit A (Fiber, Specifications, Demarcation,Maintenance, Acceptance and Acceptance Testing).

“Connection Charge” meansa one-time charge payable for Make Ready Work.

“Deficiency Notice” meanswritten notice that the Fibers as Delivered do not conform to theSpecifications or Product Order and as further set forth in Exhibit A (Fiber,Specifications, Demarcation, Maintenance, Acceptance and Acceptance Testing).

“Deliver” or “Delivery” meansSRP’s delivery of an Acceptance Package to Licensee demonstrating compliancewith the Product Order and Specifications.

“Delivery Date” means thedate specified in a Product Order by which SRP is obligated to Deliver theFibers to Licensee in compliance with the Product Order.

“Demarcation Point” meansthe point that defines where ownership and maintenance obligations begin andend as generally defined in Exhibit A (Fiber, Specifications, Demarcation,Maintenance, Acceptance and Acceptance Testing) and as specifically defined inany Product Order(s).

“Discovery” meansdetection of a discontinuity of signal transmitted over Fiber, or otherevidence of a service interruption and as further set forth in Exhibit B(Service Interruption Credits).

“Electric Services” meanselectric power generation, transmission and distribution services and otherservices relating to the generation, transmission and distribution of electricpower.

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“Facilities” meansmanholes, conduit, innerduct, risers, collocation equipment and space,switching facilities, fiber termination equipment, splice cases,interconnection equipment, racks, or other equipment associated with Fiber.

“Fiber(s)” means fiberoptic cable provided without electronics or optronics.

“Force Majeure” has the meaninggiven in Article 10 (Force Majeure).

“Installation Charge”means a one-time charge payable for the construction and installation of aLateral Connection, Building Entrance or Facilities.

“Lateral Connection”means the Segments of Fiber and Facilities that connect from SRP Fiber to anoff-network location.

“License Fee” means (i)the periodic recurring charges under Product Orders (excluding MaintenanceCharges), or (ii) where the Parties have agreed that Licensee will pay all orany part of such recurring charges in a lump-sum payment payable on theCommencement Date, the up-front lump sum payments (excluding InstallationCharges, Administration Charges and Connection Charges) and any periodicrecurring charges (excluding Maintenance Charges) under Product Orders.

“LEC” means a LocalExchange Company (e.g., Qwest, and competitive local exchange companies orother carriers).

“Make Ready Work” meansthe Services, including but not limited to pre-design, design, splicing,testing and other related services, generally associated with reconfiguring orrerouting Fiber, interconnecting Fiber with Lateral Connections, and otherwiseputting Fiber into service.

“Maintenance Charge”means a periodic recurring charge or a lump sum charge payable for maintenanceof the Fibers.

“Method of Procedure(MOP)” means a standard operating procedure for conducting ScheduledMaintenance between and among SRP, Licensee and the LEC (if applicable) to beprepared by both Parties using the form (A-2) and procedures as referenced inExhibit A (Fiber, Specifications, Demarcation, Maintenance, Acceptance andAcceptance Testing).

“Point-Of-Interconnection(POI)” means the location and Facilities where the Licensee Fiber System andSRP Fiber System meet and as further defined in Exhibit A (Fiber,Specifications, Demarcation, Maintenance, Acceptance and Acceptance Testing),and as specifically defined in an executed Product Order.

“Product Order” means anorder for (i) Fibers, (ii) Lateral Connections, (iii) Make Ready Work, or (iv)other Services, executed from time to time by both Parties.

“Pro Rata Share” means aproportion equal to a fraction, the numerator of which is the number of Fibersand the denominator of which is all Fibers in the affected portion of aSegment. If this fraction varies over a particular Segment, then the Pro RataShare shall be equal to the weighted average (weighted by length as set forthin SRP’s installation records) of the relevant portions. For example, if thefraction for one hundred (100) feet of the affected Segment is 0.1 and thefraction

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for the remaining fifty(50) feet of the affected Segment is 0.07, the weighted average for the entireRoute would be 0.09.

“Right-Of-Way (ROW)”means SRP owned or controlled right of ways, easements, licenses or rights touse or occupy real property owned, licensed, or licensed by others, includingcorporations, railroads, individuals, or other entities, including a LEC.

“Scheduled Maintenance”means planned outages that may occur for the purpose of maintaining, repairing,or enhancing SRP’s electrical system or for Licensee defined maintenance work.Scheduled Maintenance will occur according to a mutually approvedMethod-of-Procedure and as further set forth in Exhibit A (Fiber,Specifications, Demarcation, Maintenance, Acceptance and Acceptance Testing).

“Segment” means Fiberdelineated by specific end points (“Demarcation Points”).

“Services” means theprovision of maintenance and repair of the Fibers, Make Ready Work, theconstruction of Lateral Connections, acquisition of Approvals, and otherancillary services provided or to be provided under Product Orders.

“Service-AffectingCondition” means a discontinuity on both paths of a diversely routed physicalfiber ring causing loss of internal or external traffic, except that SRPScheduled Maintenance or Force Majeure events that cause a loss of such trafficshall not constitute a Service Affecting Condition.

“Service InterruptionCredit” has the meaning set forth in Exhibit B (Service Interruption Credits).

“Single Point of Failure”means any point where a single fiber cut would cause a Service-AffectingCondition.

“Specifications” means the Fiber specifications as setforth in Exhibit A (Fiber, Specifications, Demarcation, Maintenance, Acceptanceand Acceptance Testing).

“Splice Point” means apoint where the Licensee’s fiber network interconnects with SRP’s Fiber System.

“Taking” means theexercise of the power of eminent domain by any public or quasi-publicauthority, other than an exercise by SRP in accordance with statutoryauthority.

“TelecommunicationsServices” means all services delivered by Licensee including, withoutlimitation, the two-way transmission of signals, messages, images, sounds, dataand other information of any nature transmitted to customers, excluding thelicense of Fiber.

“Term” means the InitialTerm and any renewal term of this Agreement as specified in Article 3.

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**ARTICLE2. LICENSE; SCOPE OF AGREEMENT**

**2.1          Fiber.**On theterms and conditions herein and in each Product Order, SRP licenses to Licensee,and Licensee licenses from SRP, the right to use the Fiber specificallydescribed in each Product Order (the “Fiber”) and any equipmentdescribed in the Product Order as being licensed to Licensee. All right, titleand interest in the Fiber and any Equipment shall at all times remainexclusively with SRP (or with any third party from whom SRP obtains the rightsto the Fiber), except for the rights granted to Licensee to use the Fiber andEquipment under this Agreement and the applicable Product Order. Licensee mayuse the Fiber solely for providing Telecommunications Services, in accordancewith applicable laws, rules, regulations, orders and other regulatoryrequirements, now or later in effect, of any governmental authority havingjurisdiction over Licensee, the Fiber or the use thereof. This Agreement andthe license granted hereunder are subject to termination or expiration asprovided herein, and shall have no force or effect thereafter, except asprovided in Section 2.3 (Product Orders) with respect to any Product Order thatmay continue to remain effective.

**2.2**          **Agreementand Exhibits****.**ThisAgreement consists of the body of this Agreement, all executed Product Orders,and the following attached Exhibits:
|   | Exhibit A | Fiber, Specifications, Demarcation, Maintenance,  Acceptance & Acceptance Testing |
|--------|-----------|---------------------------------------------------------------------------------------|
|   | Exhibit B | Service Interruption Credits                                                          |
|   | Exhibit C | Product Order Process                                                                 |
|   | Exhibit D | Fee and Charges Schedule                                                              |
|   | Exhibit E | SRP Representative Costs & Loadings                                               |
|   | Exhibit F | Telecom Canal Bank License                                                            |

 

**2.3          Product Orders.**Fromtime to time during the term of this Agreement, the Parties may execute ProductOrders under which SRP will license Fibers to Licensee and SRP will providesuch other Services related to the Fibers as may be specified in the ProductOrder. The term of a given Product Order may extend beyond the term of thisAgreement, in which case the provisions of this Agreement shall continue toapply for the remaining term of any Product Order. The Parties shall generallyfollow the Product Order Process set forth in Exhibit C (Product Order Process)when requesting, or responding to requests for quotations for the purposes oflicensing Fiber or related Services under this Agreement. The execution of thisAgreement does not obligate either Party to execute a Product Order.

**2.4          Conflicts Between Product Order,Agreement, or Exhibits.**If there is an inconsistency orconflict between the terms contained in this Agreement or any Exhibit to thisAgreement and the terms contained in a Product Order, the terms in thisAgreement or the Exhibit will govern unless (a) the Product Order clearlyidentifies the specific provision of the Agreement that the Parties intend toamend or modify, and (b) the Product Order sets forth the specific amendment ormodification. If there is an inconsistency or conflict between the body of thisAgreement and the terms contained in an Exhibit, the terms in the body of thisAgreement will govern.

**2.5          Property of the United States.**Licensee acknowledges that SRP manages certain properties owned by theUnited States of America, such as SRP canal banks. Notwithstanding anything tothe contrary in this Agreement, if any Segment of Fiber is located on U.S.A.property,

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the license grant underthis Agreement and any Product Order executed hereunder is, with respect tosuch Segment, subject to the paramount rights of the U.S.A., federalreclamation law and all existing and future agreements concerning suchproperties among the U.S.A., SRP and the Salt River Valley Water Users’Association. In addition, Licensee shall be required to execute a separatelicense agreement in substantially the form approved by the U.S.A. for eachSegment of Fiber located on U.S.A. Property. If there is any conflict orinconsistency between the provisions of this Agreement and the provisions ofthe U.S.A. -approved license, the latter shall govern and prevail with respectto any Segment of Fiber located on U.S.A. Property.

**ARTICLE3. TERM**

This Agreement becomeseffective as of the date on which it has been signed by both Parties (the “EffectiveDate”) and shall continue for a term of two (2) years (the “Initial Term”),unless sooner terminated under this Agreement. After the Initial Term, thisAgreement shall be automatically renewed for successive one year periods unlesseither Party provides written notice of non-renewal to the other Party not morethan sixty (60) days and not less than thirty (30) days before the expirationof the Initial term or the then-current renewal term. If at any time thisAgreement is not renewed, the terms of this Agreement (as were most recently ineffect) shall remain effective with respect to and so long as any Product Orderremains effective.

**ARTICLE4. FEES, CHARGES, PAYMENT TERMS AND CREDITS**

**4.1          Fees and Charges.**SRPshall invoice Licensee, and Licensee shall pay as applicable the License Fees,Administration Charges, Installation Charges, Connection Charges, MaintenanceCharges and any other charges payable by Licensee and listed in each ProductOrder in accordance with the terms and conditions of this Article 4, theapplicable Product Order and as described in Exhibit D (Fees and ChargesSchedule). SRP shall issue invoices at the times stated in this Agreement orthe applicable Product Order. Licensee shall pay each invoice within thirty(30) days after the date of the invoice. Payment of all fees and other paymentsrequired herein shall include the remittance invoice, or reference to the SRPinvoice number.

SRP shall send invoice toLicensee at the following address:

Mountain Telecommunications of Arizona, Inc.1430 W. Broadway, Ste. A206Tempe, Arizona 85282

All payments shall be sent to one of the followingaddresses:
| If by U. S. Postal Service: | If by other means of delivery, the physical address  is: |
|-----------------------------|----------------------------------------------------------|
|                        |                                                     |
| SRP 9                       | SRP Telecom Department                                   |
| Attn: MARS                  | PAB 353                                                  |
| P. O. Box 52019             | 1600 N. Priest Drive                                     |
| Phoenix, AZ 85072-201       | Tempe AZ 85281                                           |

 

**4.2          Late Payment Fees.**Anypayment required hereunder shall be delinquent if it is not paid in full by thedue date, except to the extent Licensee disputes the invoice in accordance withSection 4.3. If any payment is delinquent, Licensee shall pay SRP a monthlylate payment fee equal to One and One-Half Percent (11/2%)of any delinquent amount or the highest interest rate

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permitted by law,whichever is less. The monthly late payment fee shall be due and payable on thefirst day of delinquency and on the same day of each month thereafter until alldelinquent amounts (including late payment fees) are paid in full.

**4.3          Payment Disputes.**Inthe event of a billing dispute, the disputing Party shall promptly give writtennotice of the dispute to the other Party. The Parties shall first attempt toresolve the dispute within ten (10) calendar days after such notice through meetingsbetween the respective representatives of the Parties and any otherrepresentatives of a Party deemed necessary by that Party for thesediscussions. If such first attempt is unsuccessful in resolving the dispute,the Parties agree to escalate negotiations to the next level according to eachParty’s chain of command. This will be accomplished upon written notice fromone Party to the other, and upon the determination of a reasonable mutuallyagreed schedule and timetable for such negotiation. If unsuccessful, or ifthirty (30) calendar days have passed since the initial notice of the dispute,the Parties may jointly agree to submit the matter to non-binding mediationupon mutually agreeable terms. The mediator will be requested to conclude suchmediation no later than thirty (30) days following the mediator’s appointment.If the Parties are unable to agree to mediate the dispute within sixty (60)days after the initial notice of the dispute, either may exercise any rights orremedies available under this Agreement or otherwise available at law or inequity. During dispute resolution proceedings, the Parties shall continue toperform their obligations under this Agreement except for those obligationsdirectly related to the pending dispute.

In the event that adispute is resolved against Licensee and Licensee has withheld payment,Licensee shall pay such amounts plus interest equal to one and one-half percent(11¤2%)monthly beginning from the date first due until paid in full. In the event thatthe dispute is resolved in favor of Licensee and Licensee has made payment, SRPshall credit such amounts plus interest equal to one and one-half percent (11¤2%)monthly.

**4.4          Security Deposits.**Inthe event a Product Order contains recurring charges (monthly or annual), thenat any time during the term of such Product Order, SRP may, in its reasonablediscretion, require Licensee to pay a security deposit (“Deposit”) to SRP, tosecure timely payment of amounts due and full performance of other Licenseeobligations under this Agreement or any Product Order. If required, the Depositshall be in an amount equal to the total recurring amounts payable by Licenseeunder this Agreement and all Product Orders pro-rated to cover a three-monthperiod. SRP shall give written notice to Licensee of a Deposit requirement, andLicensee shall remit the Deposit amount to SRP within ten (10) days of Licensee’sreceipt of the notice, or by such later date as may be stated in the notice.Licensee acknowledges that SRP uses a proprietary credit scoring system toevaluate the creditworthiness of its customers, and periodically reviews suchcredit ratings (currently semi-annually). If, after a Deposit is required,Licensee’s credit rating score improves to the point that it meets SRP’s requirements,SRP will eliminate the Deposit requirement and refund to Licensee any Depositand accrued interest. SRP may reinstate the Deposit requirement at any time theLicensee fails to meet SRP’s credit requirements. If SRP applies all or anypart of the Deposit to Licensee’s obligations, Licensee shall restore theDeposit to its original amount within ten (10) days after SRP notifies Licenseeof such application. The Deposit shall earn interest at the standard rateestablished by SRP for deposits held for its electric customers. The interestrate is based on CD rates at local banks, and is adjusted each December 31. Therate for calendar year 2005 is 0.77%. All accrued interest shall be credited toLicensee as of December 31 of each year or upon refund of the deposit,whichever occurs first. If not returned sooner, SRP will return the Deposit toLicensee upon expiration or termination of the applicable Product Order afterfirst applying the Deposit and accrued interest to any remaining amounts owedto SRP under this Agreement, the applicable Product Orders, or both.

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**4.5          Taxes, Charges and Expenses.**If Licensee claims an exemption from any sales tax, transfer tax,. use tax,gross receipts tax, excise tax, business and occupation tax, or other similarFederal, state and local taxes or charges, including any charge for the use ofcity or federal property or any franchise or other similar fee, (but excludingtaxes imposed on SRP’s net income) imposed by any governmental authority uponSRP or Licensee in connection with any payments due from Licensee to SRP underthis Agreement or under any Product Order, or as a result of this Agreement orany Product Order, or imposed upon or with respect to the Fiber (collectively, “Taxes”),Licensee shall provide a written notice of such claim of exemption to SRP. Ifno exemption applies, or if any claim of exemption made by Licensee isdisallowed, Licensee shall pay or reimburse SRP, as applicable, for any and allTaxes, which shall include any and all interest related to Taxes assessed SRPdue to disallowance of Licensee’s claimed exemption.

**4.6          Service Interruption Credits.**SRP agrees to provide Service Interruption Credits to Licensee according tothe provisions in Exhibit B (Service Interruption Credits).

**ARTICLE5. MAINTENANCE, REPAIR AND OPERATIONS**

**5.1.         General.**SRP willperform all maintenance and repairs of Fibers in accordance with the standardsand terms of Exhibit A (Fiber, Specifications, Demarcation, Maintenance,Acceptance and Acceptance Testing).

**5.2          Demarcation Points.**DemarcationPoints define the respective ownership and maintenance responsibilities andobligations of the Parties. The Parties’ obligations with respect toDemarcation Points are generally set forth in Exhibit A (Fiber, Specifications,Demarcation, Maintenance, Acceptance and Acceptance Testing), and specificallydefined in attachments to each Product Order.

**5.3          Acceptanceof Fiber.**Acceptance of Fiber will occur according toProduct Orders and the provisions of Exhibit A (Fiber, Specifications, Demarcation,Maintenance, Acceptance and Acceptance Testing)

**5.4          Services.**TheParties contemplate adding Lateral Connections, modifying network topologiesand other Services, from time to time, to make use of Fiber. All Services shallbe specified in an executed Product Order. Licensee acknowledges that due toelectric safety concerns, only SRP can perform Make Ready Work. SRP willprovide such Services according to an executed Product Order.

**5.5          Lateral Connections.**If an executed Product Order specifies that Licensee shall provide aLateral Connection to SRP Fiber, Licensee shall comply with the following:

(a)           Licensee shall provide theappropriate Demarcation Points and Facilities in either public ROW, or in aprivate easement obtained by Licensee, at the closest available location to theSRP Splice Point designated by SRP.

(b)           SRP shall provide interconnectionServices and Facilities (e.g., fiber termination cabinet, conduit, fiber, fibersplicing) on its ROW between the SRP Splice Point and the Demarcation Point atits Installation Charge as specified in the applicable Product Order.

(c)           Licensee shall be solely responsiblefor obtaining all Approvals applicable to such Lateral Connections, and thisprovision shall not be construed as a grant by SRP or an undertaking or

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agreement by SRP to grantany easement, license or other right of way on lands owned or controlled bySRP.

**5.6          Substitution.**Uponnot less than sixty (60) days written notice from SRP to Licensee, SRP may, atits option, substitute for the Fibers within any Segment or Segments or Route,or any portions thereof, an equal number of alternative Fibers within suchSegment or Segments or Route, or any portions thereof, provided that in suchevent, such substitution; (i) shall be at the sole cost of SRP; (ii) shall useFiber meeting or exceeding the Specifications, and be tested in accordance withthe Acceptance provisions; (iii) shall not change any Demarcation Points; (iv)shall not cause a Service Affecting Condition, and (v) shall be effected accordingto Scheduled Maintenance standards and procedures and to an approved MOP,Licensee’s approval of which will not be unreasonably withheld.

At any time during theTerm, Licensee may submit a Request for Quote pursuant to Exhibit C (ProductOrder Process) requesting SRP to replace a Segment of Fiber under an existingProduct Order with a different Segment or additional Fiber strands on anexisting Segment (“Replacement Fiber”). SRP shall be under no obligation toenter into a Product Order to provide Replacement Fiber. If Licensee notifiesSRP in writing that the Request for Quote is being submitted because of anearly termination of service by Licensee’s customer, SRP will use commerciallyreasonable efforts to accommodate Licensee’s request for Replacement Fiber,provided that (i) SRP has excess fiber available, (ii) the Replacement Fiber issubstantially equivalent to the replaced Fiber in terms of total route miles,strand miles, configuration and Facilities, and (iii) Licensee shall pay forany necessary and appropriate Services required to be performed by SRP inconnection with the decommissioning of the replaced Fiber and the commissioningof the Replacement Fiber, as specified in the Product Order. Licensee shallcontinue to pay the related portion of the License Fee (the “Original LicenseFee”) until the earlier of (i) the date that SRP delivers the ReplacementFiber; or (ii) the Delivery Date agreed to by the Parties for the ReplacementFiber. Upon the date that SRP delivers the Replacement Fiber, Licensee shallbegin paying the related License Fee for the Replacement Fiber as specified inthe Product Order.

**5.7          Best Interest of SRP’s Electric System.**Notwithstanding any provision of this Agreement, SRP reserves the right toact in the best interest of its primary function as an electrical utilityprovider. As such, electrical utility events may dictate emergency Fiberoutages. SRP will work with Licensee to minimize any Service AffectingConditions. Licensee acknowledges that for safety reasons, normal electricalutility line work occurs during daylight and normal business hours. ThisSection 5.7 shall not be construed to (i) relieve SRP of its obligations toprovide Service Interruption Credits under Article 4 (Fees, Charges, PaymentTerms and Credits) or (ii) to permit SRP to unilaterally amend or terminatethis Agreement or any Product Order hereunder.

**ARTICLE6. ACCESS TO FACILITIES**

**6.1          Installation Rights.**To the extent that any Product Order provides for SRP to do anyinstallation of Fiber or Facilities or to perform Services on the property ofan owner other than Licensee (an “Owner”), Licensee and/or SRP will need tosecure access for SRP to the Owner’s property identified in the Product Order(the “Property”) and any buildings on the Property (the “Buildings”). If neweasements or rights of way are necessary for the installation, Licensee shallmake reasonable efforts to obtain and grant an access easement, license orright of way, and/or will cooperate with SRP in obtaining same from any necessaryother Party or governmental authority, on terms satisfactory to Owner, Licenseeand SRP in their reasonable discretion. If SRP elects not to secure access,Licensee shall make reasonable efforts to secure the access, and

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SRP shall not beresponsible for any inability to obtain or any delay in obtaining such access.Upon obtaining access to the Property and Buildings, Licensee and itssuccessors and assigns shall be obligated to (i) provide SRP with thedocumentation showing the terms and conditions of the access grant, and (ii)grant to SRP and its agents and third party contractors the non-exclusive rightto conduct such installation on the Property, in the Buildings, and on orwithin any like Facilities or property of Licensee. SRP shall have no obligationto perform an installation unless all necessary rights are granted by Ownerand/or Licensee and any other Party as SRP deems necessary, and, if accessrights have been secured by Licensee, it has provided SRP with thedocumentation of the access grant.

**6.2          Access to Property, Buildings andFacilities.**Upon execution of a Product Order thatprovides for an installation of Fiber or Facilities or to perform Services,Licensee shall, as described in Section 6.1 above, provide SRP with access tothe Property, Buildings and Facilities (“Access”) for purposes ofplanning the installation. Throughout the term of this Agreement and uponreasonable notice under the circumstances, Licensee shall provide Access fromtime to time to SRP and its agents and third party contractors, employees,officers, lessees and authorized vendors, in connection with the construction,installation, modification, operation, maintenance, repair, update,disconnection, replacement and removal of the installation and equipment. Licenseeshall cooperate with SRP to secure Access for SRP (at no charge) to theProperty, Buildings, Facilities and the equipment, Facilities and buildings ofLicensee’s customers, and space therein for SRP racks and other equipment asnecessary for SRP to perform its obligations under this Agreement.

**6.3          Scope and Design.**Tothe extent that a Product Order provides for SRP to do any installation, SRPshall provide Owner and Licensee with technical drawings showing the plannedpath for installation of conduit and fiber optic cable, connection points andthe other initial Equipment to be installed on the Property and in theBuildings or other Facilities (the “Preliminary Drawings”). The final drawingsshall be satisfactory to Owner and Licensee, in their reasonable discretion(the “Approved Drawings”). The Preliminary Drawings and the Approved Drawingsshall be added as Exhibits to the Product Order. Conduit shall generally beinstalled in rights of way on the Property. Upon completion of theInstallation, SRP shall provide Owner and Licensee “field installation record”drawings of the Installation, and on request will provide them with updateddrawings to show subsequent changes made.

**6.4          Installation on Site and in Buildings.**To the extent that a Product Order provides for SRP to do any installation,the installation shall be performed at no cost to Owner and shall substantiallyconform to the specifications in the Approved Drawings. No material alterationsto the Approved Drawings and no material alterations to the Buildings shall bemade without the prior written consent of Owner and Licensee, in theirreasonable discretion. SRP shall seek to minimize, and shall give two (2)business days prior notice of interference with other construction activitiesand normal business operations of building owners and tenants. Owner andLicensee will also seek to minimize, and shall give two (2) business days priornotice of interference with SRP’s Installation.

**ARTICLE7. PROPERTY RIGHTS AND OBLIGATIONS**

**7.1          Encumbrances.**Licenseeshall not create or grant any lien, encumbrance, security interest or otherproperty interest against any of the Fiber.

**7.2          Maintain Property Rights.**Subject to the provisions of Section 8.2 (Relocation), the Parties shalltimely perform all of their respective obligations pertaining to the use ofsuch Fiber, in

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accordance with allapplicable terms and conditions of the grants and property conveyances by whichit holds a property interest therein, and shall take such other actions as mayreasonably be necessary to prevent the lapse, forfeiture or termination of anysuch property interests.

**7.3          Defense of Property Interest.**Should the right of either Party to use, in accordance with the terms andconditions of this Agreement, any Fiber be challenged by the holder or allegedholder of a property interest in such Right of Way or Building Entrance,excluding property owned by the United States, the Parties shall defend theright to so use the Fiber. The Parties shall take all actions and execute suchadditional documents as are deemed reasonably necessary in connection with theestablishment or defense of the challenged rights. Neither Party makes awarranty to the other regarding the adequacy of any property rights thatsupport the installation or use of any Fiber.

**7.4          Franchise Rights and Licensing Costs.**Each Party shall each be responsible for all franchises and licenses as maybe necessary for its operations.

**7.5          Liens.**In theevent any of the Fiber becomes subject to any mechanics’, artisans’ ormaterialmen’s lien, the responsible Party shall promptly cause the same to bedischarged and released of record (by payment, posting of bond, court depositor other means) without cost to the other. The responsible Party shallindemnify the other against all costs and expenses (including reasonableattorney fees) reasonably incurred in discharging and releasing such lien. Ifany such lien is not so discharged and released within ninety (90) days afternotice thereof by the responsible Party, then one Party may pay or secure therelease or discharge thereof at the expense of the responsible Party. Nothingin this Agreement shall preclude either Party from contesting any liendescribed above or the contract or action upon which the same arose after thesame shall have been bonded or otherwise released of record, as provided above.

**ARTICLE8. CONDEMNATION AND RELOCATION**

**8.1          Taking.**Shouldany portion of the Fiber be made the subject of a Taking, the License grantedto Licensee under the terms of this Agreement with respect to the AffectedPortion, to the extent appropriated by such Taking, shall terminate. SRP shallnotify Licensee immediately of any Taking threatened or filed against anyportion of the Fiber. In addition, SRP agrees not to sell or convey any portionof the Fiber to such acquiring authority in lieu of condemnation without givingprior notice to and the opportunity to Licensee to participate in thenegotiations with respect to such conveyance. In the proceeding for any suchTaking (or an involuntary discontinuance of the use of a Segment inanticipation of a Taking), the interests of Licensee and SRP in and to theAffected Portion of the Segment shall be severed. Any awards resulting from theproceeding shall be allocated between and payable in accordance with therespective interests of Licensee and SRP (both physical and occupational,including any incremental value of the Right of Way by virtue of theinstallation therein of the Fiber).

**8.2          Relocation.**SRP****may relocate all or any portion of theFiber: (i) if a third party with legal authority to do so orders such relocationor exercises its power of eminent domain (e.g., through filing or threateningto file a condemnation suit), or (ii) in order to comply with applicable laws,or (iii) if SRP determines that relocation is necessary or desirable for theoperation of its business. Any relocation or portion thereof made pursuant toclause (ii), which is necessary to comply with laws that were in effect at thetime of Fiber Acceptance, or any relocation or portion thereof made pursuant toclause (iii), shall be considered a “Voluntary Relocation”.

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In the case of aVoluntary Relocation, SRP will reimburse Licensee for any reasonable directcosts incurred by Licensee as a result of the relocation, provided that, uponrequest by SRP, Licensee shall provide supporting documentation of such costs.SRP shall have the right to direct such relocation or Voluntary Relocation,including, but not limited to, the right to determine the extent of, the timingof, and methods to be used for such relocation provided that any such relocation:(a) shall be constructed in accordance with the specifications and requirementsset forth in this Agreement; and (b) shall not unreasonably interrupt serviceor use of Licensee’s Fiber. SRP shall deliver to Licensee updated route andaccess point maps and ring diagrams with respect to a relocated portion of theFiber not later than one hundred eighty (180) days following the completion ofsuch relocation. Voluntary Relocation of the Licensed Fiber will be at SRP’ssole expense and SRP will give Licensee at least one hundred eighty (180) daysprior written notice of any such Voluntary Relocation.

For relocations otherthan Voluntary Relocations, SRP will give Licensee at least one hundred eighty(180) days (or such lesser period of notice that SRP may have received) priorwritten notice of any such relocation and such notice shall include an estimateof the costs which are likely to be incurred in connection with suchrelocation. Licensee will have the option, exercisable in writing withinfifteen (15) days after receipt of written notice of such relocation from SRP,to participate in the relocation with respect to the affected Segment. In theevent that Licensee chooses not to participate in the relocation, then Licenseewill be permitted (at Licensee’s cost) to connect into the remaining Segmentsat mutually agreeable Splice Points. If Licensee chooses to participate in therelocation, Licensee shall reimburse SRP (to the extent SRP has not beenreimbursed by third Parties requiring said relocation) for a Pro Rata Share ofthe costs incurred by SRP for relocating the Fiber and any amounts that SRP iscontractually required to pay any third party Facility Owner (provided suchthird party costs were identified in SRP’s cost estimate), provided that, uponrequest by Licensee, SRP shall provide supporting documentation of all suchcosts and amounts.

**ARTICLE9. CONFIDENTIALITY**

All information furnishedby the Parties to each other, or by or to their respective representatives,whether or not reduced to writing or specifically identified as non-public,confidential, or proprietary, and all analyses, compilations, data, studies, orother documents prepared by the Parties containing, or based in whole or inpart on, any such furnished information, or reflecting review of, or interestin, all or part of such information, and the existence and terms of thisAgreement, are hereinafter collectively referred to as the “Information.” Asused in this Agreement, a “representative” of the Party shall mean any and alldirectors, officers, employees, agents or representatives, including, withoutlimitation, attorneys, accountants, consultants and financial advisors of aParty. In consideration of being furnished with the Information, the recipientof such Information agrees that:

(a)           Nondisclosure. The Informationwill be kept confidential and will not, without the prior written consent ofthe Party providing the information, be disclosed by the other Party or any ofits representatives, in any manner whatsoever, in whole or in part, and willnot be used by a Party or any of its representatives directly or indirectly forany purpose other than activities contemplated by this Agreement. Moreover, therecipient will transmit the Information only to those representatives who needto know the Information for the purpose of performing or exercising such Party’sobligations and rights under this Agreement, who have been informed of theconfidential nature of the Information, and who have agreed to be bound by theterms of this Agreement.

(b)           Authorized Disclosure. Withoutthe prior written consent of the other Party, neither Party or itsrepresentatives will disclose to any other person the fact that the Informationhas been made

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available, or any of theterms, conditions or other facts with respect to this Agreement, except asrequired by law and then only with prior written notice given, as soon aspossible, to the other Party and in compliance with the provisions of Section17.3 (Notices) of this Agreement. The term “person” as used in this Agreementshall be interpreted broadly to include, without limitation, any corporation,company, group, partnership or individual.

(c)           Nonconfidential Information.This Article (Confidentiality) shall be inoperative as to any portion of theInformation which: (1) is or becomes generally available to the public otherthan as a result of a disclosure by the recipient or its representatives; (2)becomes available to a Party in good faith from a third-party not subject to aconfidentiality obligation to the disclosing Party; or (3) was known to a Partyon a nonconfidential basis prior to its disclosure by the other Party or one ofits representatives.

(d)           Compelled Disclosure. In theevent that either Party or anyone to whom the Party transmits the Informationrelating to this Agreement is requested or becomes legally compelled (by oralquestions, interrogatories, requests for information or documents, subpoena,civil investigative demand, or any similar process) to disclose any of theInformation, the Party so compelled will provide prompt written notice of suchevent to the other Party so that the notified Party may seek a protective orderor other appropriate remedy, waive compliance with the provisions of thisAgreement or both. In the event that such protective order or other remedy isnot obtained or that the notified Party waives compliance with the provisionsof this Agreement, the legally compelled Party will furnish only that portionof the Information which is legally required and will exercise its best effortsto obtain reliable assurance that confidential treatment will be accorded theInformation.

(e)           Public Records Law. Licenseeunderstands that SRP is or may be subject to in the future, public recordsdisclosure laws, and that these laws will govern the disclosureresponsibilities of SRP notwithstanding the terms of this Agreement. SRP agreesthat to the extent reasonably practical, it will notify the Licensee of anypublic records requests of any part of the Information, and will give the otherParty a reasonable opportunity to contest the public records request.

(f)            Equitable Relief. A Partyshall be entitled to equitable relief, including injunctive relief and specificperformance, in the event of any breach or threatened breach of the provisionsof this Agreement. Such remedies shall not be deemed to be the exclusiveremedies for a breach of this Agreement by a Party or its representatives, butshall be in addition to all other remedies available by law or equity. Forpurposes of equitable relief, the Parties agree that breach of the provisionsof this Agreement may subject the disclosing Party to irreparable harm andinjury.

(g)           Ownership of Information. TheInformation acquired from the disclosing Party or any of its representativesshall be and shall remain the exclusive property of the disclosing Party.Neither the disclosure of Information, nor the execution of this Agreementshall be construed as a license or other authorization to the Party receivingInformation to make use of or sell the Information or products derived from theInformation, or to make use of it in any way that damages or competitivelydisadvantages the disclosing Party.

**ARTICLE10. FORCE MAJEURE**

Notwithstanding anythingin this Agreement to the contrary, neither SRP nor Licensee shall be liable orresponsible for a delay orfailure in performing or carrying out any of its obligations (other thanobligations to make payments) under this Agreement caused by force majeure. Forpurposes of this Agreement force majeure shall mean any cause beyond thereasonable control of SRP or

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Licensee, as applicable,or beyond the reasonable control of any of their respective contractors,subcontractors, suppliers or vendors, including without limitation:

A.            Acts of God,including, but not necessarily limited to, lightning, earthquakes, adverseweather of greater duration or intensity than normally expected for the jobarea and time of year, fires, explosions, floods, wind, other naturalcatastrophes;

B.            Sabotage, acts of apublic enemy, acts of government or regulatory agencies, wars, blockades,embargoes, insurrections, riots, or civil disturbances;

C.            Labor disputes,including, but not necessarily limited to, strikes, work slowdowns, workstoppages, or labor disruptions, labor or material shortages, or delays ordisruptions of transportation;

D.            Orders and judgmentsof any federal, state or local court, administrative agency or governmentalbody;

E.             The adoption of or change in anyfederal, state or local laws, rules, regulations, ordinances, permits orlicenses, or changes in the interpretation of such laws, rules, regulations,ordinances, permits or licenses, by a court or public agency having appropriatejurisdiction after the date of the execution of this Agreement; or

F.             Any suspension, termination,interruption, denial or failure to issue or renew by any governmental authorityor other Party having approval rights of any approval required or necessaryhereunder for construction, installation or operation of any Fiber andequipment or for either Party to perform its obligations hereunder, except whensuch suspension, termination, interruption, denial or failure to issue or renewresults from the negligence or failure to act of the Party claiming theoccurrence of an event of force majeure.

If either SRP or Licenseeis rendered unable to fulfill any of its obligations under this Agreement byreason of force majeure, such Party shall promptly notify the other and shallexercise due diligence to remove such inability with all reasonable dispatch;provided, that nothing contained in this paragraph shall be construed asrequiring SRP or Licensee to settle any strike, work stoppage or other labordispute in which it may be involved, or to accept any permit, certificate,license or other approval on terms deemed unacceptable to such Party, or toenter into any contract or other undertaking on terms which the Party deems tobe unduly burdensome or costly.

**11.LICENSEE WARRANTY OF LAWFUL RIGHT TO USE**

Licensee hereby warrantsand represents to SRP that it is, and shall remain at all times during the termof this Agreement and any Product Order, fully licensed by all governmentalentities with jurisdiction over its activities, shall have all permits orauthorizing documentation required thereby, and that its use of the Fiber andany related equipment as provided herein shall be lawful in all respects.

**ARTICLE12.**LIMITATION OFLIABILITY; WARRANTY DISCLAIMERS

Except to the extentspecifically provided elsewhere in this Agreement, including without limitationExhibit A attached hereto, SRP shall not be liable for any service interruptionin SRP’s Fiber Network, the Fiber, another provider’s network being used toprovide Fiber (a “Service Interruption”) caused because of reasonablemaintenance of SRP’s Fiber Network or its

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communications orelectric systems in the ordinary course of business, unless the ServiceInterruption is caused as a result of a material deviation from the MOP, SRP’sfailure to obtain a MOP when required under this Agreement, or SRP’s negligenceor intentional wrongful conduct. If a Service Interruption is caused as aresult of a material deviation from the MOP, SRP’s failure to obtain a MOP whenrequired under this Agreement, or SRP’s negligence or intentional wrongfulconduct, SRP’s liability shall be limited to providing Service InterruptionCredits. Except for a breach of a Party’s confidentiality obligations or in thecase of personal injury or death, in no event will either Party have liabilityto the other or its customers for consequential, exemplary, special,incidental, indirect and/or punitive damages, even if such Party has beenadvised of the possibility of such damages, including without limitation, lossof actual or anticipated profits or revenue, loss by reason of shut-down, lossof use or Interest, non-operation or increased expense of manufacturing oroperation, or any costs, labor or materials required for reconstruction orrepairs. The liability and damages limitations in this Section apply to allcauses of action, including without limitation breach of contract, warranty,negligence, strict liability, misrepresentation and any torts. SRP EXPRESSLYDISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATIONWARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

**ARTICLE13.**INDEMNIFICATION

**13.1        By Licensee**. To the fullest extent permitted by law, Licensee shallindemnify, hold harmless, and defend SRP and the Salt River Valley Water Users’Association, members of their governing bodies, directors, officers andemployees, for, from and against all claims, damages, losses, and expenses(including, but not limited to, attorneys’ fees) arising out of or resultingfrom the use of the Fiber and any Equipment, or any condition created in orabout the Property, Buildings and Facilities, including without limitation anyaccident, injury, or damage whatsoever occurring on or in the Property,Buildings and the Facilities, to the extent that any such claim, damage, loss,or expense is caused by any act or omission of Licensee, or its employees andagents. The agreement whereby Licensee agrees to hold SRP and the Associationharmless shall include latent defects

In addition, Licenseeshall indemnify, hold harmless, and defend SRP and the Salt River Valley WaterUsers’ Association, members of their governing bodies, directors, officers andemployees for, from and against all claims, damages, losses, and expenses(including, but not limited to, attorneys’ fees) arising out of or relating tothe following:

(a) The use or provisionof services or the content of any transmission; or

(b) Any claim forinterruption of service or in respect of service quality.

Licensee shall havecharge of all such proceedings and shall reimburse to SRP any amount that SRPis required to pay for any such damage, injury or claim, including, but notlimited to costs, attorney’s fees and other expenses incurred in connectionwith any such damage, injury or claim, the investigation thereof, or defense.The obligation of indemnity by Licensee shall not apply to claims by SRPemployees that are covered by workers’ compensation insurance.

**13.2        By SRP**. Subject to the limitations of Article 12 (Limitation ofLiability; Warranty Disclaimers), to the fullest extent permitted by law, SRPshall indemnify, hold harmless, and defend Licensee and its directors, officersand employees, for, from and against all claims, damages, losses, and expensesincluding, but not limited to, attorneys’ fees arising out of or resulting from

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the use of the Fiber andEquipment, or any condition created in or about the Property, Buildings andFacilities, or any accident, injury, or damage whatsoever occurring on or inthe Property, Buildings and Facilities, provided that any such claim, damage,loss, or expense is caused solely by any act or omission of SRP, or itsemployees and agents. The agreement whereby SRP agrees to hold Licenseeharmless shall include latent defects. SRP shall have charge of all suchproceedings and shall reimburse to Licensee any amount that Licensee is requiredto pay for any such damage, injury or claim, including, but not limited tocosts, attorney’s fees and other expenses incurred in connection with any suchdamage, injury or claim, the investigation thereof, or defense. The obligationof indemnity by SRP shall not apply to claims by Licensee employees that arecovered by workers’ compensation insurance.

**13.3        Mutual Indemnification**.****SRP and Licensee agree to defend,indemnify and hold harmless the other and the other’s directors, officers,employees, agents and affiliates against and from any claim, loss, liability,demand, lawsuit, action of any kind, and costs (including reasonable attorneys’fees and costs) arising from any breach by the indemnifying Party of anyrepresentation, warranty or agreement contained in this Agreement.

**ARTICLE14. DEFAULT**

In the event that eitherParty fails to comply with any provision of this Agreement, which default shallnot have been cured by the defaulting Party within thirty (30) days of receiptof written notice from the other Party specifying the nature of such default,then the non-defaulting Party may at any time thereafter pursue any availableremedy at law or in equity; provided however, in the case of default whichcannot reasonably be cured within thirty (30) days, the defaulting Party shallbe granted such additional time as is reasonably necessary to cure such defaultin the sole judgment of the non-defaulting Party (not to exceed sixty (60) daysafter receipt of the written notice of default). Without limiting thegenerality of the foregoing, in the event Licensee fails to cure a materialdefault within the cure period set forth above, SRP shall, prior to exercisingany remedy pursuant to this Agreement or at law other than injunctive relief orspecific performance, initiate the dispute resolution provisions provided inSection 17.11 of this Agreement. In the event the dispute is not resolved toboth parties’ satisfaction within 90 calendar days following SRP’s writtennotice of the dispute, SRP may (1) terminate this Agreement and/or any or allof the Product Orders; or (2) suspend SRP’s performance and/or exclude Licenseefrom use of the Fiber and any Equipment under any or all of the Product Orders.SRP shall have no liability of any kind to Licensee or to any third parties forany claims, charges, fees, assessments, or penalties of any kind for any lossor damage suffered as a result of such action, and Licensee agrees to indemnifyand hold harmless SRP for, from, and against any claim of any kind by any person,entity or governmental agency for damages, penalties, fees, assessments,levies, or other damages of any kind (including, without limitation, attorneys’fees) arising directly or indirectly out of SRP’s exclusion of Licensee fromthe use of the Fiber and any Equipment pursuant to this Article. Any remediesset forth in this Agreement are cumulative and are in addition to any otherrights or remedies available at law or in equity. Failure by a Party not indefault to pursue a remedy shall not be deemed a waiver thereof.

**ARTICLE15. OTHER TERMINATION EVENTS**

**15.1        Regulatory Status**.****SRP shall provide Licensee with as muchprior written notice as is reasonably practicable under the circumstances inthe event of any change in SRP’s legal or regulatory status or the legalinterpretation thereof by a court of competent jurisdiction that prohibits,restricts or otherwise prevents SRP from performing its obligations under thisAgreement (“Regulatory Notice.”) After receipt of the Regulatory Notice, theParties will negotiate in good faith to modify the terms of this Agreement toconform to such change so as to provide Licensee as far

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as is practicable withthe benefits of this Agreement. If after ninety (90) days, the negotiationsfail, SRP or Licensee may in its sole discretion terminate this Agreementand/or any affected Product Order(s) without further liability to either Partyexcept as provided for under this Article 15.

**15.2        Underlying Rights**.****In the event of any changes in underlyingrights of way, permits or rights to use fiber optic cable and/or equipment orFacilities pursuant to agreements between SRP and third parties, resulting inSRP’s loss of rights which it deems necessary to provide the License hereunder,either party may in its sole discretion terminate this Agreement and/or anyaffected Product Orders; provided, however, that SRP shall promptly giveLicensee written notice of any event, action or proceeding that SRP believesmay result in SRP’s loss of rights which it deems necessary to provide theLicense hereunder.

**15.3        Conditional Release**.****In the event of termination under Sections15.1 or 15.2, Licensee will be released from any future obligations under thisAgreement, if terminated, or under any Product Order, if terminated, providedhowever, that Licensee shall remain obligated for all obligations thatarose prior to such termination.

**ARTICLE**16.ASSIGNMENTANDOTHERTRANSFERS

**16.1        Assignment and Sublicensing**.****This Agreement and the rights grantedunder this Agreement are being granted in reliance on the financial standingand business or technical experience of Licensee and are thus grantedpersonally to Licensee by SRP. Neither Party may assign or sublicense any rightunder this Agreement, whether in whole or in part, without the prior writtenconsent of the other Party. Notwithstanding the foregoing, either Party mayassign its rights in this Agreement in whole or in part without the consent ofthe other Party to an Affiliate or to any entity into which a Party may bemerged or consolidated or which purchases all or substantially all of theassets of such Party; provided that the assignee agrees in writing to assumeand be bound by all of the terms and conditions of this Agreement and theapplicable Product Order(s) from and after the date of the assignment; andprovided further that such assignment shall not relieve the assigning Party ofany of its obligations under this Agreement. Any attempted transfer, assignmentor sublicense in violation of the foregoing shall be null and void.

In addition, Licenseeagrees to notify SRP when a material change in the Licensee owned opticalequipment, supported by the Fiber, occurs. Such notification shall be forinformational purposes only, and the Parties expressly agree that Licensee’sfailure so to notify SRP shall not constitute an Event of Default under thisAgreement or give rise to any rights or remedies in favor of SRP againstLicensee.

**16.2        Mergers and Acquisitions**.****Notwithstanding any provision of thisAgreement to the contrary, neither Party shall be restricted or prohibited bythis Agreement from participating in or completing any mergers with oracquisitions of businesses similar to or comparable in nature with the businessin which they are now engaged (including without limitation bulk sale or purchaseof assets), provided that the successor by merger or purchase to the Partyshall be subject to the terms, covenants and conditions of this Agreement andshall assume or by operation of law be deemed to have assumed all obligationsof the Party hereunder.

**ARTICLE**17.GENERALPROVISIONS

**17.1        Attorneys’ Fees**.If it becomes necessary for either SRP or Licensee to employ an attorney toenforce compliance with any term or condition of this Agreement, the prevailingParty shall be

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entitled to reimbursementfrom the other Party for reasonable attorneys’ fees, as determined by thecourt, and reasonable costs and expenses incurred in such enforcement.

**17.2        Successors**. Theprovisions hereof shall extend to and bind the successors and permitted assignsof the Parties hereto.

**17.3        Notices**.****Unless otherwise provided in thisAgreement, all notices, requests, demands and other communications required orpermitted under this Agreement shall be in writing and shall be deemed dulygiven and received (i) if personally delivered, on the date of delivery, (ii)if mailed, three (3) days after deposit in the United States mail, registeredor certified, return receipt requested, postage prepaid and addressed asprovided below, (iii) if by courier delivery service providing overnight ornext-day delivery, on the next business day after deposit with such service, or(iv) upon confirmation of receipt of a facsimile transmission or e-mail,addressed as follows:

If to SRP:

Salt River Project Agricultural Improvement and PowerDistrict1600 North Priest DriveTempe, Arizona 85281Attn: Corporate SecretaryTelecopy Number (602) 236-2188Telephone Number (602) 236-5005

And to:

Salt River Project Agricultural Improvement and PowerDistrict1600 North Priest DriveTempe, Arizona 85281Attn: Manager SRP TelecomTelecopy Number (602) 236-3407Telephone Number (602) 236-6699

And to:

Salt River Project Agricultural Improvement and PowerDistrict1600 North Priest DriveTempe, Arizona 85281Attn: Legal DepartmentTelecopy Number (602) 236-5397Telephone Number (602) 236-7249

If to Licensee:

Mountain Telecommunications of Arizona, Inc.1430 W. Broadway, Ste. A206Tempe, Arizona 85282Attn: Jose Crespo, PresidentTelecopy Number (480) 850-9599Telephone Number (480) 850-7590

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And to:

Greenberg &Traurig, LLP2375 East Camelback Road, Suite 700Phoenix, Arizona 85016Attn: Scott K. Weiss, PartnerTelecopy Number (602) 445-8632Telephone Number (480) 445-8318

And to:

Mountain Telecommunications of Arizona, Inc.1430 W. Broadway Rd., Ste. A206Tempe, Arizona 85282Attn: Jackie Manogian, Corporate Secretary

Either Party may changeits address or the person designated to receive notices by giving writtennotice of the change in the manner provided above.

**17.4        Governing Law**.****The Parties agree that this Agreementshall be governed and interpreted in accordance with the laws of the State ofArizona. Any action for enforcement of this License shall be taken exclusivelyin a state or federal court, as appropriate, located in Maricopa County,Arizona. Both Parties waive any and all rights to a jury.

**17.5        No Third Party Beneficiaries**.****Nothing herein shall be construed orinterpreted to give any person other than Licensee, SRP and the Association anylegal or equitable right, remedy, claim, or defense under or in respect of thisAgreement. There are no intended third party beneficiaries of this Agreement,except as expressly stated herein.

**17.6        Waiver**.****A waiver by either Party of a default bythe other Party and/or the performance of the other Party’s obligationscontained in this Agreement shall not be deemed a waiver of the performance ofany other obligations or of any subsequent default in the performance of thesame or any other obligation contained in this Agreement.

**17.7        Headings and Expressions**.****Titles and headings used in this Agreementare for reference only and are not a part of this Agreement. Words andexpressions used in this Agreement shall be applicable according to the contextand without regard to the number or gender of such words or expressions (withthe exception of numbers indicating price, quantity, or technicalspecifications).

**17.8        Entire Agreement; Changes andModifications**.****ThisAgreement, including any attached Exhibits and Product Orders executedhereunder, constitutes the entire agreement of the Parties with respect to thesubject matter hereof and supersedes all prior and contemporaneous writings,understandings, agreements and representations, express or implied. ThisAgreement may be amended or modified only by written documents duly authorized,executed, and delivered by SRP and Licensee.

**17.9        NoJoint Venture**.****Noagency, employment agreement, joint venture, or partnership is created betweenthe Parties to this Agreement, and neither Party shall be deemed to be an agentof the other, nor shall either Party have the right, power or authority to actfor the other in any manner to create any obligations, contracts, or debtbinding upon the other Party.

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**17.10      Audit Rights**.****Each Party shall have the right todesignate its own employee representative(s) or its contracted representativesto audit and to examine at its own expense any cost, payment, settlement, orsupporting documentation resulting from any items set forth in this Agreement.Any such audit(s) shall be undertaken by either Party or its representative(s)at reasonable times and appropriate locations and in conformance with generallyaccepted auditing standards. The Party being audited agrees to fully cooperatewith any such audit(s). This right to audit shall extend for a period of three(3) years following the date of each payment under this Agreement. The Partiesagree to retain all necessary records/documentation during this audit period oruntil any dispute in connection with an audit is resolved, whichever is longer.

The other Party shall benotified in writing of any exception taken as a result of an audit and shallrespond in writing to such notification within thirty (30) days. Uponresolution of any exception, the owing Party shall directly refund the amountof any exception to the other Party within (30) days, with monthly, compoundedinterest calculated from the date of the original billing to the date ofpayment by owing Party. Interest rate to be used is the most recently availableinterest rate on commercial paper published in the Federal Reserve StatisticalRelease H-15 or the maximum legal rate, whichever is less.

**17.11      Dispute Resolution**.****If either Party (the “Aggrieved Party”)believes that the other Party is not performing its obligations under ContractDocuments, or if there is any dispute between the parties that arises out of orrelates to this Agreement (other than billing disputes that are to be resolvedunder Section 4.3) (collectively, a “dispute”), the Aggrieved Party shallpromptly give written notice of the dispute to the other Party. The partiesshall first attempt in good faith to resolve the dispute within ten (10)calendar days after such notice through negotiations between suchrepresentatives of the parties as each Party deems necessary. If such firstattempt is unsuccessful in resolving the dispute, the parties agree to escalatenegotiations to the executive management level according to each Party’s chainof command. This will be accomplished upon written notice from one Party to theother, and upon the determination of a reasonable mutually agreed schedule andtimetable for such negotiations. If the dispute is not resolved to both parties’satisfaction within ninety (90) calendar days after the Aggrieved Party firstgave written notice of the dispute, either may exercise any rights or remediesavailable under this Agreement or otherwise available at law or in equity. Allnegotiations pursuant to this provision are confidential and shall be treatedas compromise and settlement negotiations for purposes of applicable rules ofevidence. During dispute resolution proceedings, the Parties shall continue toperform their obligations under this Agreement.

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| **Salt River Project Agricultural** | **Mountain Telecommunications** |
|-------------------------------------|---------------------------------|
| **Improvement  and Power District** | **of Arizona, Inc.**            |
| ** **                          | ** **                      |
| ** **                          | ** **                      |
| By:                                 | /s/ Michael Sherman             |   | By: | /s/ Jose Crespo |   |
| Print Name:                         |  Michael  Sherman          |   | Print Name: | Jose Crespo |   |
| Title:                              |  Manager,  SRP             |   | Title: | President |   |
| Date:                               | 3-13-06                         |   | Date: | 3/15/06 |   |
|                                     |                                 |  |  |  |  |  |  |  |  |

 
| **Reviewed by SRP Legal Services Dept.** |
|------------------------------------------|
| ** **                               | ** ** |
| /s/ Leo Miller                           |   |
| (Signature)                              |   |
|                                     |   |
| Leo Miller                               |   |
| (Print Name)                             |   |
|                                     |   |
| Date:                                    | 3/13/2006 |   |
|                                          |  |  |

 

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CONFIDENTIAL – Master Fiber License Agreement

**EXHIBITAFiber Specifications, Demarcation, Maintenance, Acceptance & AcceptanceTesting**

**Section1 – Fiber Specifications**

**1.0          FiberTypes.**Generally, SRP will use single mode (SMF28) fiber.The Fiber is packaged in an Optical Ground Wire (OPGW), Dielectic SelfSupported Fiber (ADSS), and Sky Wrap in predominantly aerial fiberconfigurations.

**1.1          FiberPerformance Specifications.**In the metropolitan segments,single mode optical cable will be used. SRP may substitute alternative fibersif and only if such alternative fibers have performance specifications whichare at least equal to the specifications set forth below:

(a)                                  OpticalCable with Single Mode Fiber

ii.      Attenuation at 1310 nm = 0.5 dB/mi max

iii.      Attenuation at 1550 nm = 0.4 dB/mi max

**1.2**          **OtherFiber-related Standards**

(b)                                 AllFiber(s) will be fusion spliced.

(c)                                  Anypigtail connectors located in a Facility will be fusion spliced.

(d)                                 Anyoptical interface, such as pigtail connectors and adapters will be SC/UPC.

(e)                                  AllFibers will consist of all single mode fiber (SMF 28). Any riser rated cablemust be a cable that is flame-retardant UV-stabilized (OFNR and FT-4), fullywater-blocked for use in any application, and suitable for installation induct, aerial, and risers. All Fiber(s) will meet the UL-1666 OFNRspecifications and will consist of loose buffer tube construction.

(f)                                    Fiber(s)will be constructed in accordance with sound commercial practices. The NationalElectric Safety Code will be followed in every case except where localregulations are more stringent, in which case local regulations will govern.

(g)                                 Fiberlabeling scheme in a manhole environment where the parties meet will bedetermined in the Product Order.

**Section2 – Demarcation Points**

**2.0          General.**Demarcation Points define the respective ownership and maintenanceresponsibilities and obligations of the parties. Demarcation Points for Fiberand Lateral Connections will be specified in each executed Product Order.Generally, Demarcation Points will be located in public utility easements orrights of way. SRP is not obligated to provide locations for Demarcation Pointson SRP’s own Right-of-Way.

SRP will provide Facilities such as manhole, splicecase, or fiber optic distribution unit (FODU) that will terminate the Fiber andbe the Demarcation Point between SRP’s

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ownership and maintenance responsibilities andLicensee’s ownership and maintenance responsibilities. SRP shall be responsiblefor maintenance of all SRP Fibers on the SRP side of the Demarcation Point, aswell as any SRP Facilities within Demarcation Points. Licensee shall beresponsible for maintenance of all Fibers on the Licensee’s side of theDemarcation Point, as well as any Licensee Facilities within DemarcationPoints.

Licensee will provide the location that will be theDemarcation Point, including any permits, licenses, easements or other rightsnecessary to enable both SRP and Licensee to access the Demarcation Point.

The parties will work cooperatively under an approvedMethod of Procedure (MOP) or construction plan to cross-connect and test theFibers at and through the Demarcation Points for the purposes of Acceptancetesting.

Licensee may physically monitor any or all testingassociated with preparation of an Acceptance Package upon seventy-two (72)hours notice prior to commencement by SRP.

**2.1          Access.**In instances where the Demarcation Point is within an end-user or otherthird-party location (e.g. multi-tenant commercial building, carrier “hotel,”etc.), not under an active Building Entrance Agreement, the Licensee mustarrange for its own collocation space and Facilities to connect the respectiveFibers to Facilities, unless otherwise specified in an executed Product Order.

**2.2          LateralConnections.**In the event Licensee constructs a LateralConnection that connects with the SRP Fiber, Licensee shall be responsible forthe creation of the Demarcation Point, unless otherwise specified in anexecuted Product Order. Licensee shall construct necessary Facilities toconnect SRP Fiber from Licensee’s Splice Point to the Demarcation Point inaccordance to the documentation in the executed Product Order.

**Section3 – Maintenance and Repair General**

**3.0          Responsibilities.**SRP shall be responsible for maintenance and repair of Fiber. IN NO EVENTWILL LICENSEE PERSONNEL, TECHNICIANS OR CONTRACTORS HANDLE OR OTHERWISE COMEINTO CONTACT WITH THE CABLE OR ANY CONDUCTORS UNLESS AUTHORIZED BY SRP.

**3.1          Contactsand Escalation Information.**The parties will, at thebeginning of each quarter, provide one another with an updated contact andescalation list to aid in trouble reporting and resolution, if changes haveoccurred since the previous quarter. The current list is attached as ExhibitA-1 and may be revised by either party from time to time by written Notice.Inaccurate contact and escalation information may prevent or delay SRP fromperforming notification or other obligations.

**3.2          FiberRestoration Standards and Priority.**In the event of afiber cut caused by either Scheduled Maintenance or a Service AffectingCondition event, any splicing of the Fibers by SRP, or SRP’s approvedcontractors will be done in a systematic manner with Fibers having equalpriority with other third party fibers within the cable. Because SRP’s fiber isprincipally used for the management of SRP’s electrical system, all fiber usedfor control of electrical system communications will be restored as the highestpriority.

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The Licensee reserves the right, at its sole cost, tohave representatives present to monitor the progress of SRP’s restorationefforts.

**3.3          Re-Testing.**Licensee, at its sole cost and expense, may re-test the Fibers at any timeduring the term of this Agreement from and to its own equipment.

If it is reasonably determined that the Fibers to notcomply with the specifications, SRP will correct the deficiencies at itsexpense, unless the deficiencies are caused by the act or omission of Licenseeor by Licensee’s Facilities, in which event Licensee will reimburse SRP for allFully Loaded Costs, as represented in Exhibit E (SRP Representative Costs andLoadings) plus a 30% mark-up to correct the deficiencies. After correcting thedeficiencies, SRP shall re-test the Fibers according to Section 4 Acceptanceand Acceptance Testing of this Exhibit.

If SRP is unable to correct the deficiencies withinthirty (30) days of the re-test, Licensee may request that SRP providesubstitute Fibers and SRP shall provide such substitute Fibers if available.

**3.4          Useof Subcontractors.**SRP may outsource to third-partyservice providers or suppliers any Services it is obligated to provide underthis Agreement. Upon request, SRP will send to Licensee a current list of SRP’sthird-party service providers.

**3.5          Coordinationof Maintenance with LEC.**Licensee shall be responsiblefor coordinating Scheduled Maintenance and Service Affecting Condition responseand repair involving the LEC, including preparation, review and approval ofMOPs between and among Licensee, SRP and the LEC.

**Section3 – Maintenance & Repair Scheduled Maintenance**

**3.6          General.**Scheduled Maintenance may occur for the purpose of maintaining or enhancingSRP’s electrical system or for Licensee business needs. Maintenance of Fiber,particularly SRP Optical Ground Wire (OPGW) fiber located in the staticposition on high voltage transmission lines, typically requires an outage on aportion of SRP’s electric system. SRP will make commercially reasonable effortsto perform Scheduled Maintenance in a manner as to avoid a Service AffectingCondition. Subject to other terms of this Exhibit, SRP has the right to performScheduled Maintenance without prior approval of the Licensee, if the ScheduledMaintenance does not cause a Service Affecting Condition.

**3.7**          **Single-Point-of-Failure.******In the instance of aSingle-Point-of-Failure on a Fiber Segment, Scheduled Maintenance may cause aService Affecting Condition. Such events are not subject to the terms ofExhibit C (Service Interruption Credits), unless specifically provided forotherwise in an executed Product Order.

**3.8          Access.**Licensee will grant timely access to SRP at any Licensee Facilities that affectFiber. A delay in the provision of access by Licensee shall relieve SRP fromits obligations under Exhibit C (Service Interruption Credits), for the periodof time access was delayed by the action or inaction of Licensee.

----

**3.9          Methodof Procedure (“MOP”).** The MOP is used for coordinatingScheduled Maintenance operations between SRP and Licensee using the formincluded as Attachment A-2. Both parties can revise the MOP form upon mutual agreement.All Scheduled Maintenance will be performed in accordance with the MOP andconducted according to the MOP process. The party receiving the completed MOPform will review the MOP to correct deficiencies detected before or during theactual performance of Scheduled Maintenance, and request appropriate changes.Any MOP will be accepted via electronic mail or fax.

**3.10        ScheduledMaintenance Notification.**The parties will makereasonable efforts to notify one another with five (5) days prior notice whenpossible, but not less than three (3) days prior notice, of any anticipatedScheduled Maintenance. For all Scheduled Maintenance, the notification willinclude:

(a)          An assigned technician,by name and contact number.

(b)         A description of the workto be performed.

(c)          Identification of whatFiber Systems or Fiber will be affected.

(d)         A date and time when theScheduled Maintenance will take place, and an estimated completion time. Formultiple-day requests, each day’s activity and impact will be detailed.

(e)          A list of all locationsto be impacted by the Scheduled Maintenance for each site.

**3.11        Reviewof Notification.**When one party receives a request forScheduled Maintenance, it will verify the date, time, location and activity toensure no conflicts exist with either on-going or previously scheduled work andwill respond to the other party within forty-eight (48) hours of receipt ofsuch request.

If a conflict exists regarding Scheduled Maintenance,Licensee and SRP will coordinate to establish a new date if possible. SRP hassole discretion in scheduling SRP Scheduled Maintenance involving its electricsystem.

**3.12        SRPScheduled Maintenance Windows.**To the extent possiblewithout conflicting with SRP electric system operations and standards, SRP willattempt to conduct its Scheduled Maintenance at a time that will least affectLicensee’s use of the Fiber. Generally, SRP will perform Scheduled Maintenanceduring daylight hours, particularly when Scheduled Maintenance involves OpticalGround Wire (“OPGW”) Fiber. Standard SRP Scheduled Maintenance windows areduring normal SRP business hours of 6:00a.m. – 5:00 p.m., Monday throughFriday.

Licensee may request “off-hour” maintenance windows,which must be the result of a mutually approved MOP and coordinated throughtheir respective Network Operations Centers (NOCs). These “off-hours”maintenance windows are normally between the hours of 11:00 p.m. – 6:00 a.m.,or as mutually agreed to between the parties.

**3.13        EventManagement.**The Licensee will be permitted to witness allService Affecting Condition scheduled events such as switch loads, systemoverbuilds and upgrades. In addition to a completed MOP form, SRP must notifyLicensee immediately prior to commencement of work. SRP will provide sufficientinformation to allow Licensee to, at their own cost:

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(a)          Maintain directinvolvement with the Scheduled Maintenance to ensure the prevention ofunnecessary switching and other activities, which may result in a ServiceAffecting Condition.

(b)         Coordinate directly withone another and communicate any additional preventative steps or measures notforeseen during initial planning.

(c)          Ensure that work effortsor unforeseen problems do not affect other work activities that are inprogress.

**3.14        StatusNotifications.**

(a)          Progress Reports.SRP will notify Licensee on progress or anticipated delays due to unusualcircumstances, or when the maintenance windows deviate from original estimatesin the MOP. Communication of status will occur every four (4) hours orimmediately if unanticipated delays, events, or significant deviation from theapproved MOP occur, and may be accomplished by telephone, including a voicemail message if during off-hours, or e-mail.

(b)         Closing Notification.When the Scheduled Maintenance is considered complete, and all components areoperationally ready, SRP will notify Licensee to verify that any related alarmconditions have been cleared. Notification may be by telephone, voice-mail ore-mail. The notification will include the date and time the work was completedand the alarms were cleared. The Licensee may request an extension to the MOPif equipment or other problems preclude proper ring switching. In this event,the Licensee must make commercially reasonable efforts to resolve the problemand allow SRP to complete the MOP.

**3.15        ScheduledMaintenance During Force Majeure Events.**ScheduledMaintenance that occurs or coincides with unexpected events such as a storm,disaster, accident, or as otherwise described in Article 10 of the Master FiberLicense Agreement, may prevent SRP from meeting Scheduled Maintenanceintervals. In such events, Scheduled Maintenance will be re-scheduled toanother available time, according to a MOP.

**Section3 – Maintenance & Repair Service Affecting Conditions Response &****Repair**

**3.16        Responseand Repair Intervals.**Upon receipt of notification ofDiscovery during Standard SRP Scheduled Maintenance windows as described insection 3.12 of this Exhibit, SRP will dispatch properly equipped and trainedpersonnel to a Service Affecting Condition and will make repairs and restorethe affected Fiber within four (4) hours (“Completion Interval”) or ServiceInterruption Credits will apply. Upon receipt of notification of Discoveryoutside of Standard SRP Scheduled Maintenance windows, SRP will dispatchproperly equipped and trained personnel to a Service Affecting Condition andwill make repairs and restore affected Fiber within six (6) hours (“CompletionInterval”) or Service Interruption Credits will apply. Any exceptions to thesestandard Service Affecting Condition response and repair intervals or anypriority treatment of Fiber must be mutually agreed to and incorporated in anexecuted Product Order.

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**3.17        TroubleNotification by Licensee.**Network outages that areDiscovered by Licensee will be reported immediately to the SRP NOC or asotherwise indicated in Exhibit A-1 or the executed Product Order. Afterresponse to the Service Affecting Condition, SRP will promptly notify Licenseeregarding the nature of the trouble and whether Fiber caused the trouble.

**3.18        TroubleNotification by SRP.**SRP’s network management system doesnot monitor dark fiber. However, a degradation of performance on SRP internalnetwork services that might indicate a fiber cut will result in a troublenotification to the SRP NOC. If SRP Discovers a network problem causing aService Affecting Condition, SRP will promptly attempt to notify Licenseeaccording to Exhibit A-1 regarding the nature of the trouble and whether theFiber caused the trouble.

**3.19        PermanentRestoration.**Permanent restoration will be scheduled andperformed as soon as practical. This restoration schedule will be mutuallydeveloped and approved prior to proceeding. Permanent repairs to the Fiber willreturn it to the Specifications, and will be performed by SRP. After finalrepairs have been completed, Licensee may test the Fibers from an access pointdesignated by SRP, to ensure integrity of the splices and provide SRP with acopy of the test results. If requested by SRP, Licensee will provide access tothe Licensees Facilities to allow testing from fiber patch panel to fiber patchpanel. SRP will remove all temporary Facilities.

**3.20        TroubleTicketing Process and Procedures.**A mutually acceptabletrouble ticketing process, conducted between Licensee and the SRP NOC will bedeveloped between the parties as needed. Generally, upon Discovery, the SRP NOCwill acknowledge the Discovery, record the time and other information, and opena trouble ticket.

**3.21        StatusNotification.**

(a)          Progress Reports.In addition to the initial notification, SRP will use commercially reasonablyefforts to provide a progress report by telephone, including a voice mailmessage if during off-hours, or e-mail, every four (4) hours during a ServiceAffecting Condition. SRP will immediately notify the Licensee if unanticipateddelays or events occur.

(b)         Closing Notification.When Service Affecting Condition repair is considered complete and allcomponents are operationally ready, SRP will notify the Licensee to verify thatall related alarm conditions have been cleared. Notification may be bytelephone, voice-mail or e-mail. Once notification is made, the open troubleticket will be closed. When alarms have been verified and the activity isconsidered complete, SRP will coordinate final event closure with the Licensee.If contingency plans were implemented to protect the network during theperformance of scheduled activities, SRP will direct activities necessary toreturn the network to its normal configuration. SRP will submit a Fiber OutageReport to the Licensee in accordance with Exhibit A-3.

**3.22        Licensee-CausedService Outage.**If an SRP technician is dispatched torespond to a service outage after a Licensee Discovery and Notification, andthe trouble

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is on the Licensee side of the Demarcation Point,Licensee will be billed for SRP’s Fully Loaded Cost, as represented in ExhibitE (SRP Representative Costs and Loadings), plus a 30% mark-up.

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**AttachmentA-1 Contact/Escalation List Form**

**SRP NOC Contact/Escalation List**

SRP’s Network Operations Center (“NOC”) is availabletwenty-four (24) hours/day, seven (7) days/week.
| **Local Area: (602) 236-2199**                   |
|--------------------------------------------------|
| ** **                                       |
| **Toll  Free: No toll free number at this time** |
| ** **                                       |
| **FAX:  (602) 236-8516**                         |

 

**FieldOperations**

SRP Communications Construction *&*Maintenance and CommunicationsEngineering – Outside Plant groups are responsible for Licensed Fiber ScheduledMaintenance and Emergency Response & Repair.

For routine inquiries please contact the followingpersonnel;
| **Communications Construction & Maintenance**  | ** ** | **Carrie Hutchinson  Supervisor** | ** ** | **Phone:** (602) 236-8500

**Fax:** (602) 236-8516                              |
|----------------------------------------------------|------------|-----------------------------------|------------|---------------------------------------------------------------------------------|
| ** **                                         | ** ** | ** **                        |       |                                                                            |
| ** **                                         | ** ** | ** **                        | ** ** | **Papago Buttes Facility (PBF)**  101 W.

Operations Drive Tempe, AZ 85281-1298 |
| ** **                                         | ** ** | ** **                        |       |                                                                            |
| **Communications Engineering –Outside Plant** | ** ** | **Greg Denton   Project Leader**  | ** ** | **Phone:** (602) 236-8912

**Fax:** (602) 629-8344                              |
| ** **                                         | ** ** | ** **                        |       |                                                                            |
|                                               |       |                              | ** ** | **Papago Buttes Facility (PBF)**  101 W.

Operations Drive Tempe, AZ 85281-1298 |

 

**Escalation**

In the event of emergencies or problem resolutionregarding maintenance matters, use the following contact table;
| Level | ** ** | **Contact Name**  | ** ** | **Title**                               | ** ** | **Tel. #**     | ** ** | **Cell Phone** | ** ** | **Email Address**   |
|-------|------------|-------------------|------------|-----------------------------------------|------------|----------------|------------|----------------|------------|---------------------|
| 1     |       | Carrie Hutchinson |       | Supervisor Division Electronics Systems |       | (602) 236-8500 |       | (602) 809-7152 |       | clhutch@srpnet.com  |
| 2     |       | Greg Denton       |       | Outside Plant Project Leader            |       | (602) 236-8912 |       | (602) 818-2772 |       | tgdenton@srpnet.com |
| 3     |       | Rick Hillis       |       | Manager Communications Engineering      |       | (602) 236-8911 |       | (602) 818-2678 |       | rbhillis@srpnet.com |
| 4     |       | Nina Mullins      |       | Manager Electronic Systems              |       | (602) 236-8920 |       | (602) 809-0701 |       | nimullin@srpnet.com |

 

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**LicenseeField Operations**
| **(Group/Department)** | ** ** | **Name/Title** | ** ** | **(Phone number)** |
|------------------------|------------|----------------|------------|--------------------|
| ** **             | ** ** | ** **     | ** ** | **(Fax Number)**   |
| ** **             | ** ** | ** **     | ** ** | **(Address)**      |
| ** **             | ** ** | ** **     | ** ** | ** **         |
| **(Group/Department)** | ** ** | **Name/Title** | ** ** | **(Phone number)** |
| ** **             | ** ** | ** **     | ** ** | **(Fax Number)**   |
| ** **             | ** ** | ** **     | ** ** | **(Address)**      |

 

**Escalation**

In the event of emergencies or problem resolutionregarding maintenance matters, use the following contact table;
| Level | ** ** | **Contact Name** | ** ** | **Title** | ** ** | **Tel. #** | ** ** | **Cell Phone** | ** ** | **Email  Address** |
|-------|------------|------------------|------------|-----------|------------|------------|------------|----------------|------------|--------------------|
| 1     |       |             |       |      |       |       |       |           |       |               |
| 2     |       |             |       |      |       |       |       |           |       |               |
| 3     |       |             |       |      |       |       |       |           |       |               |
| 4     |       |             |       |      |       |       |       |           |       |               |

 

**MOPCoordination**
| **(Group/Department)** | ** ** | **Name/Title** | ** ** | **(Phone number)** |
|------------------------|------------|----------------|------------|--------------------|
| ** **             | ** ** | ** **     | ** ** | **(Fax Number)**   |
| ** **             | ** ** | ** **     | ** ** | **(Address)**      |

 

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**AttachmentA-2: Scheduled Maintenance Procedure Form**

**SRP Method-Of-Procedure**

**FiberOptic Scheduled Maintenance Outage Notification**
| **SRP MOP Number:**          | ** **   |
|------------------------------|--------------|
| ** **                   | ** **   |
| **From  Node:**              | **To Node:** | ** ** | **Date Originated:** |
| ** **                   | ** **   | ** ** | ** ** |
| **Originator:**              | ** **   | **Phone Mobile:** |
| ** **                   | ** **   | ** ** |
| **Responsible  Technician:** | ** **   | **Mobile:** | **Pager:** |
| ** **                   | ** **   | ** ** | ** ** |
| **Job  Location:**           | ** **   | **City:** | **State: AZ** |
| ** **                   | ** **   | ** ** | ** ** |
| **Brief  Job Description:**  | ** **   |
| ** **                   | ** **   |
| ** **                   | ** **   |
| **Access  required?**        | ** **   |
| ** **                   | ** **   |
| **Where?**                   | ** **   |
|                              |              |  |  |  |  |  |

 

***************ACTIVITYCLASSIFICATION***************
| **Scheduled Maintenance****o**                   | **Emergency Maintenance****o** |
|--------------------------------------------------|--------------------------------|
| ** **                                       | ** **                     |
| **Date of  Outage:**                             | **Time of Day Requested:**     |
| ** **                                       | ** **                     |
| **Expected  Duration of Scheduled Maintenance:** | ** **                     |
| ** **                                       | ** **                     |
| **Completion  Date/Time:**                       | ** **                     |
| ** **                                       | ** **                     |
| **Maintenance  Window:**                         | ** **                     |
|                                                  |                                |  |  |  |

 

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**CircuitLevel: Optical**

**Circuits,Customer(s) and/or End-users affected by Scheduled Maintenance:**

**Ifexpected outage is > 50 mS switch hit, expected outage duration is:**

*****************APPROVALS*****************

**Operations Supervisor:                                                                                                 Date:                                **

**********GENERALSPLICE DESCRIPTION**********

** **

**Numberof Fiber Splices:**

** **

************PRESPLICE ACTIVITY*************

** **

**Description:**

** **

** **

************POSTSPLICE ACTIVITY************

** **

*******THISCONCLUDES THIS MOP*******

**Originator:                                                                                  Department:**

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**AttachmentA-3: Fiber Outage Report**

1.                          Nameof person responsible for cut:                                                                                                       

a.                  Employedby                                                                                                                          

b.                 Contractor?(yes) (no)

(If yes Contractor Name)                                                                                                      

2.                          Causeof cut (e.g. wind storm, dig in, vehicular accident, etc.)

 

 

3.                          Durationof the fiber cut:

 

 

4.                          Ifburied fiber, did the person or employer responsible contact Blue Stake forapproval

(yes)(no)

Was the cable marked? (yes) (no)

5.                          Doesthe person or employer responsible for the cut have insurance? (yes) (no)

If yes, name of insurance carrier (if known):

 

6.                          Locationof cut (lat/long or street address):

 

 

Prepared by:                                                      Department:                                     

Date submitted:                                                     

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**Section4 – Acceptance & Acceptance Testing**

**4.0          General.**SRP will perform fiber testing as described below and in accordance with theFiber Specifications as described in Section 1 (Fiber Specifications) of this Exhibit.SRP will test all Fibers at installation to assure operating characteristicsare consistent with the Specifications. SRP will perform Fiber re-test uponLicensee request following Scheduled Maintenance or Emergency Maintenanceevents.

**4.1          TestingMethods.** SRP will perform end-to-end connectivity testingof the Fibers, and any necessary bi-directional span testing. Loss measurementswill be recorded using an industry-accepted laser source and a power meter.

(a)          OTDR Testing.Optical Time-Domain Reflectometry (OTDR) traces will be taken and splice lossmeasurements recorded and summarized on data sheets. For any span, OTDR testingwill be performed where the fiber is terminated with a connector. OTDR testingwill be conducted at both 1310nm and 1550nm wavelengths. OTDR testing will beconducted on a bi-directional basis for each Fiber(s) in each Segment at theappropriate wavelengths described above. The Acceptance Package will containthe actual traces that detail the testing parameters.

(b)   Insertion Loss Testing.This end-to-end loss measurement will be conducted from both directions foreach Fiber(s) in a Segment. The bi-directional average will be used todetermine the end-to-end loss of the Fiber(s) in a given Segment at eachappropriate wavelength. This test will be conducted at both 1310nm and 1550nm.This insertion loss testing will ensure fiber continuity and the absence ofcrossed fibers in the Segment. All terminated Fiber(s) will be tested from theFODU, or other end points as specified in an executed Product Order, for eachSegment. Insertion loss test results for Fiber(s) in a Segment must conform tothe limitations identified in Limitations and Specifications section of thisExhibit, Bi-directional OTDR Testing.

**4.2          LossMeasurements.** This measured end-to-end loss value shouldhave an attenuation rating equal to, but no less than or the Fiber under testloss standards. If after three (3) testing attempts, the SRP technician is notable to produce a loss value within ranges stated below, the route will bebrought into tolerance. OTDR events close in proximity to a test launch(connectors or splices in a building) will not be identified as events withinthe testing documentation. Rather, such events will be accounted for in theend-to-end loss budgets and documented. In addition, events based uponfiber-specific circumstances may cause fibers to be considered acceptable. Inthese instances, SRP will provide background regarding the circumstances forthe anomalous fibers.

(a)   The loss characteristics forSingle Mode Fiber (SMF28) are described below:

i.                            at1310nm: 0.5 dB loss per mile; 0.15 dB loss per fusion splice average

ii.                            at1550nm: 0.4 dB loss per mile; 0.15 dB loss per fusion splice average

(b)   Connector(s) and/or Jumper(s)Test Results

i.         Connectors that terminate Fiber(s) in a Facility must beSC/UPC.

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ii.                         All Fiberprotection for fan-out and terminating fiber jumpers at Facilities will have900-μm tight buffer tube, a Kevlar strength member, and a cable jacket with anoverall diameter 2.9-mm.

**4.3          FiberSplicing.** Average loss value of 0.15dB or less whenbi-directionally measured with an OTDR, at 1310nm and 1550nm. Fiber splices notmeeting the 0.15dB or less average specification will be identified as Out ofSpecification (OOS) and documented accordingly. All SRP field splices arefusion splice connection with accordance to accepted industry or Licenseestandards as agreed to by SRP Communication Engineering.

**4.4          TestResults and Acceptance Documentation.** Test data will beplaced in electronic format, such as a Microsoft Excel spreadsheet format todocument the test results. All test results will be attached as documentationin support of the specific Acceptance Test Package for the Fibers under testfor each Product Order. If splicing was involved before testing, a confirmationsheet or splice location sheet shall also be filled out and kept in the SRPrecords.

**4.5          TestingBeyond the SRP Demarcation Points.** SRP may require accessfor testing of fibers beyond the SRP designated Demarcation Point specificallydescribed in an executed Product Order. Any testing beyond the Fiber end pointshall be performed in a coordinated fashion with Licensee. In the event thatthe entire tested portion does not satisfy the testing criteria set forth herein,SRP and Licensee shall work together in good faith to pinpoint the cause of theproblem and each party shall be responsible for the timely performance of suchrepairs on the fibers owned by it, so that SRP shall only be responsible forrepairs needed to bring the Licensee Fiber(s) into compliance with thisExhibit. SRP may in the event of a dispute regarding testing and acceptance ofthe Licensee Fibers within any such Fiber, arrange to have the Fiber(s) testedonly to the Demarcation Point(s) and, if such Fibers meet the testing criteriaset forth herein, Licensee shall accept such Fibers.

**4.6          FiberAcceptance and Acceptance Package.** The Fiber isconsidered Accepted under the following conditions;

(a)          Receipt by SRP of a copyof the Acceptance Package signed by Licensee, or

(b)         upon five (5) days pastthe scheduled due date for the Licensee’s notifying SRP of its Acceptance, ifno such notice has been provided, or

(c)          in the event of anExpedited Product Order, the scheduled due date for the Licensee’s notifyingSRP of its Acceptance if no such notice has been provided.

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**EXHIBITBService Interruption Credits**

**1.0      General.**For aService Affecting Condition, the Licensee will be entitled to ServiceInterruption Credits for the affected Product Order according to the followingterms. Licensee must request a credit in writing within thirty (30) days afterthe delivery of an invoice respecting the affected Fiber, or within thirty (30)days after the Discovery of the Service Affecting Condition, whichever islater, or any claim is waived. Request must provide necessary informationdescribing the Service Affecting Condition event including:

(a)                     Discoverydate and time

(b)                    Durationof event.

(c)                     ProductOrder reference information

(d)                    LicensedFiber or other Facilities affected

(e)                     Otherinformation as requested by the other Party.

**2.0      Performance Interval.**TheService Interruption Credit time period begins after the Completion Intervalreferenced in Exhibit A (Fiber Specifications, Demarcation, Maintenance,Acceptance and Acceptance Testing), and ends when the Service Affecting Conditionhas been remedied.

(a)                     If the startand/or end time of a Service Affecting Condition is in dispute, then it will bedeemed that in all events a Service Affecting Condition begins at the time ofDiscovery notification by Licensee and, if such notice is not in writing, whenSRP acknowledges receipt of the notice, and ends upon SRP giving the Licenseenotice that restoration of the affected Licensed Fibers has been completed.

(b)                    Outage creditswill not be credited or payable for any period of time during which SRPpersonnel or contractors are denied access to Facilities or other locationswhere access is the responsibility of the Licensee.

**3.0      Credit Dispute and Payment.**The Service Interruption Credit shall be in the amount of one day’sequivalent License Fee for any part of the 24-hour period following theCompletion Interval.

(a)                     If theService Affecting Condition event exceeds twenty-four (24) hours pastCompletion Interval, the    credit shallbe one days equivalent License Fee for each subsequent 24- hour period, up to amaximum of thirty (30) days equivalent License Fee.

(b)                    All ServiceInterruption Credits for License Fees will be credited on, or added to, thenext monthly invoice after receipt of Licensee’s written request for creditunless the request is disputed.  DisputedService Interruption Credits will be subject to the terms set forth in Article4.3 of the Agreement (“Payment Disputes”).

(c)                     If there areno monthly invoices, or in the event the License Fee is annual or Lump Sum, thecredit will be paid within thirty (30) days of receipt of Licensee’s writtenrequest for credit unless the request is disputed.   Disputed Service Interruption Credits willbe subject to the terms set forth under Article 4.3 of the Agreement (“PaymentDisputes”).

1

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**4.0      Service Interruption Credits Exceptions.**Service Interruption Credits do not apply to Service Affecting Conditions:

(a)                     Caused by thenegligence or acts of the Licensee, its agents or its customers

(b)                    Due to powerfailure

(c)                     Due to thefailure or malfunction of non-SRP equipment or systems

(d)                    Caused by aForce Majeure event

(e)                     During anyperiod in which SRP is not given access to the Licensee’s Facilities or otherlocations for which it is responsible for providing access

(f)                       WhenScheduled Maintenance is performed according to an approved MOP

(g)                    When ScheduleMaintenance is performed on a single or unprotected Licensed Fiber path and anexception was not approved in a Product Order.

2

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**ExhibitC Product Order Process**

**1.0      General.**Thefollowing outlines a process which the Parties agree to generally use, for thedevelopment of quotes and Product Orders. This process is not binding andneither Party shall be considered in breach of this Agreement for its failureto follow this particular process.

(a)                     RequestFor Quote & Quote Response Process. At any time during the term of thisAgreement, the Licensee may request from SRP quotations in the form of anInitial Quote or a Formal Quote with respect to the License of Fibers.

(i)             Arequest for Initial Quote or Formal Quote shall take the form of a completedCustomer Quote Request, which may be submitted by e-mail, fax or regular mail.

(ii)          Each suchCustomer Quote Request shall indicate the type of quote (e.g. Initial orFormal), and shall include information sufficient to prepare an Quote Response.

**2.0       Initial Quote.**AnInitial Quote shall provide an estimated non-binding, budgetary price forLicense Fees, Maintenance Charges, Installation Charges, Connection Charges,Administration Charges and any other applicable fees, the amount of anddescription of Fiber available for license, and will indicate an estimatedDelivery interval.

(a)                     SRP shallacknowledge receipt of a Customer Quote Request by the end of the next businessday and identify whether or not SRP intends to provide an Initial Quote.

(b)                    If SRP intendsto provide an Initial Quote, SRP shall exercise reasonable efforts to providean Initial Quote within fifteen (15) business days after receipt of suchrequest. Once provided, an Initial Quote shall be valid for thirty (30)calendar days.  If Licensee providesinsufficient or inaccurate Information on the Customer Quote Request for anInitial Quote, the interval for the preparation of an Initial Quote shall beextended as necessary.

(c)                     The InitialQuote shall identify the applicable Administration Charge for the preparationof a Formal Quote.

**3.0      Formal Quote.**Uponreceipt of the Initial Quote, Licensee may request a Formal Quote by providinga completed Customer Quote Request. Each such Customer Quote Request shallindicate the request is for a Formal Quote and shall include informationsufficient to prepare a Formal Quote Response.

(a)                     A FormalQuote Response shall provide the firm-fixed price to be charged for FiberLicense fees, Maintenance Charges, Installation Charges, Connection Charges,and other applicable fees, if any, Fiber availability and Delivery interval.

(b)                    A completedCustomer Quote Request for a Formal Quote submitted by Licensee shall obligateLicensee to pay the Administration Charge as identified in the Initial Quote,subject to terms in Article 4.1 (Fees and Charges) of the Agreement.

(c)                     SRP shallreasonably attempt to acknowledge receipt of a Customer Quote Request forFormal Quote by the end of the next business day and identify whether or notSRP intends to provide a Formal Quote. Should SRP decide to not provide a Formal Quote Response, Licensee isrelieved of any payment obligation of the Administration Charge. If SRP intendsto provide Formal Quotes SRP will respond within forty-five (45) calendar

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days after receipt of a Customer Quote Request for aFormal Quote. Once offered, a Formal Quote will be valid for thirty (30)calendar days.

(d)                    If SRP intendsto provide a Formal Quote, SRP will respond within forty-five (45) calendardays after receipt of a Customer Quote Request for a Formal Quote. Onceoffered, a Formal Quote will be valid for a period of thirty (3) calendar days.If Licensee provides insufficient or inaccurate information on the CustomerQuote Request for a Formal Quote, the interval for the preparation of a FormalQuote shall be extended accordingly.

**4.0      Product Order.**Uponreceipt of a Formal Quote, Licensee may request via e-mail, fax or regular mailthat SRP prepare a Product Order. The Product Order shall reflect the terms ofthe Formal Quote, as applicable. If any changes from the Formal Quote Responseare requested, the pricing, availability, and Delivery intervals may change atSRP’s discretion.

(a)                    Each ProductOrder will set forth, as applicable;

i.                             thenumber of Fiber strand miles and location of the Licensed Fibers;

ii.                          thelocation of Facilities;

iii.                       theinstallation and construction services, if any, to be provided with respect toany Lateral Connection;

iv.                      theDelivery Date;

v.                         thearchitecture and design of the Licensed Fibers, including a diagram;

vi.                      theDemarcation Points;

vii.                   the amounts ofany Installation Charges, Connection Charges, License Fees, MaintenanceCharges, or any other charges;

viii.                the length of theterm of the Product Order,

ix.                        SecurityDeposit amount pursuant to Article 4.4 (Security Deposits), if any, and

x.                           anyexceptions to standards set forth in any Article and Exhibit specifying theapplicable Article and Exhibit for each exception.

(b)                   A Product Orderwill only be effective upon execution by both Parties.  Nothing in this Agreement or in any of thecommunication leading up to the preparation of a Product Order shall beconstrued to require either Party to enter into any Product Order.

(c)                    Prior toDelivery, the Parties may modify the architecture or configuration of theLicensed Fibers, Lateral Connections, Demarcation Points or other elementslisted in a fully executed Product Order, provided that such modification shallbe in the form of a modified Product Order and shall be signed by authorizedrepresentatives of both Parties.

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| CONFIDENTIAL – Master Fiber  License Agreement | 3/13/06 |
|-----------------------------------------------------|---------|

 

**ExhibitD - Fees and Charges Schedule**
| **Fee/Charge Name**            | ** ** | **Fee/Charge  Type** | ** ** | **Fee/Charge  Description**                                                                                                         | ** ** | **When Invested**                                                                                                           | ** ** | **When Due**                  | ** ** | **Comments**                                                                                                                                                                                                                                                                                                                                          |
|--------------------------------|------------|----------------------|------------|-------------------------------------------------------------------------------------------------------------------------------------|------------|-----------------------------------------------------------------------------------------------------------------------------|------------|-------------------------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Administration  Charge         |       | NRC                  |       | A fee paid for services  including engineering, design, and analysis of requested customer project at  the Formal Quote stage.      |       | Upon formal  notification by customer that they wish to proceed to Formal Quote (as stated  in the Initial Quote Response). |       | 30 days from  date of invoice |       | SRP reserves the  right to hold the Formal Quote Response until payment of Administration  Charge is received.                                                                                                                                                                                                                                        |
|                           |       |                 |       |                                                                                                                                |       |                                                                                                                        |       |                          |       |                                                                                                                                                                                                                                                                                                                                                  |
| Connection  Charge             |       | NRC                  |       | One time charge  for make-ready work                                                                                                |       | Execution of  Product Order                                                                                                 |       | 30 days from  date of invoice |       |                                                                                                                                                                                                                                                                                                                                                  |
|                           |       |                 |       |                                                                                                                                |       |                                                                                                                        |       |                          |       |                                                                                                                                                                                                                                                                                                                                                  |
| Installation  Charge           |       | NRC                  |       | If applicable.  one-time charge for construction and installation of a Lateral Connection.                                          |       | Payment schedule  will be specified in the Product Order.                                                                   |       | 30 days from  date of invoice |       | Depending on the  scope of the project, a percentage of the Installation Charge may be required a1 Product Order  execution, at Acceptance, and possibly during the construction phase. Payment  schedule will be specified in the executed Product Order. Licensee will be  advised at the Initial Quote stage of Installation Charge if applicable. |
|                           |       |                 |       |                                                                                                                                |       |                                                                                                                        |       |                          |       |                                                                                                                                                                                                                                                                                                                                                  |
| Building  Entrance Access Fee  |       | NRC or RC            |       | If applicable.  one-time or recurring charge for cost and/or services associated with the  securing of access rights to a building. |       | Upon Acceptance  and periodically thereafter if RC.                                                                         |       | 30 days from  date of invoice |       | Licensee will be  advised at the Initial Quote stage of associated Building Entry Fees if  applicable.                                                                                                                                                                                                                                                |
|                           |       |                 |       |                                                                                                                                |       |                                                                                                                        |       |                          |       |                                                                                                                                                                                                                                                                                                                                                  |
| License Fee                    |       | RC                   |       | Periodic  recurring charge payable for the license of Fibers.                                                                       |       | Upon Acceptance  and periodically thereafter.                                                                               |       | 30 days from  date of invoice |       |                                                                                                                                                                                                                                                                                                                                                  |
|                           |       |                 |       |                                                                                                                                |       |                                                                                                                        |       |                          |       |                                                                                                                                                                                                                                                                                                                                                  |
| License Fee  (Lump Sum)        |       | NRC                  |       | One-time  lump-sum fee payable for the license of Fibers.                                                                           |       | Upon Acceptance.                                                                                                            |       | 30 days from  date of invoice |       |                                                                                                                                                                                                                                                                                                                                                  |
|                           |       |                 |       |                                                                                                                                |       |                                                                                                                        |       |                          |       |                                                                                                                                                                                                                                                                                                                                                  |
| Maintenance  Charge            |       | RC                   |       | Periodic  recurring charge payable for maintenance of licensed Fibers.                                                              |       | Upon Acceptance  and periodically thereafter.                                                                               |       | 30 days from  date of invoice |       |                                                                                                                                                                                                                                                                                                                                                  |
|                           |       |                 |       |                                                                                                                                |       |                                                                                                                        |       |                          |       |                                                                                                                                                                                                                                                                                                                                                  |
| Maintenance  Charge (Lump Sum) |       | NRC                  |       | One-time  lump-sum fee payable for the maintenance of licensed Fibers.                                                              |       | Upon Acceptance.                                                                                                            |       | 30 days from  date of invoice |       |                                                                                                                                                                                                                                                                                                                                                  |
|                           |       |                 |       |                                                                                                                                |       |                                                                                                                        |       |                          |       |                                                                                                                                                                                                                                                                                                                                                  |
| Security Deposit               |       | Deposit              |       | A Deposit may be  required to secure timely payment of amounts due and full performance of  other Licensee obligations              |       | Upon  determination by SRP that Licensee does not meet SRP’s credit requirements                                       |       | 30 days from  date of invoice |       |                                                                                                                                                                                                                                                                                                                                                  |

 

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Definitions:

NRC = Non-Recurring CostRC = Periodic ( i.e. length of term of Product Order) Recurring Cost

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CONFIDENTIAL –Master Fiber License Agreement

**ExhibitESRP Representative Costs and Loadings**

The following rates are representative of what will beused to determine applicable “Fully Loaded Costs”:
| **Service**                 | ** ** | **Labor/Hour** | ** ** | **SVHL** | ** ** | **Benefits** | ** ** | **Payroll  Taxes** | ** ** | **Dept O/H** | ** ** | **Vehicle  Expense** | ** ** | **Total/Hour** | ** ** |
|-----------------------------|------------|----------------|------------|----------|------------|--------------|------------|--------------------|------------|-------------------|------------|----------------------|------------|----------------|------------|
| Design & Project  Admin |       | $              | 38.01      |     | $          | 6.51         |       | $                  | 18.82      |              | $          | 2.63                 |       | $              | 9.58       |   | $ | 2.95 |   | $ | 77.50 |   |
| Make Ready: Engineering     |       | $              | 38.81      |     | $          | 6.51         |       | $                  | 18.82      |              | $          | 2.63                 |       | $              | 13.94      |   | $ | 3.66 |   | $ | 84.37 |   |
| Make Ready:  Construction   |       | $              | 35.19      |     | $          | 6.51         |       | $                  | 18.82      |              | $          | 2.63                 |       | $              | 13.94      |   | $ | 3.66 |   | $ | 82.90 |   |
| Building Access             |       | $              | 34.02      |     | $          | 6.51         |       | $                  | 18.82      |              | $          | 2.63                 |       | $              | 12.78      |   | $ | 2.59 |   | $ | 79.43 |   |
| Field Operations            |       | $              | 33.91      |     | $          | 6.51         |       | $                  | 18.82      |              | $          | 2.63                 |       | $              | 19.07      |   | $ | 3.46 |   | $ | 86.47 |   |

 

Footnotes:
| Materials and Purchases       |   | 5% of the value of the material used; primarily  applies to Make Ready, Field Operations.                       |
|-------------------------------|--------|-----------------------------------------------------------------------------------------------------------------|
|                          |   |                                                                                                            |
| Contracted  Services          |   | 9.55% of the Contract Services invoice amount plus  $15.25 per contracted labor hour for Departmental Overhead. |
|                          |   |                                                                                                            |
| Administrative  & General |   | 4.25% of fully loaded project costs.                                                                            |
|                          |   |                                                                                                            |
| SVHL                          |   | Means Sick, Vacation and Holiday Leave.                                                                         |
|                          |   |                                                                                                            |

 

Information representative of data valid forFiscal-Year 2005.

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EXHIBIT F

**SALTRIVER PROJECTCANAL BANK LICENSE**

Salt River ProjectLicense No.:                           Salt River Project File No.:                           Effective Date:                           Agent:                           

WHEREAS, Salt RiverProject Agricultural Improvement and Power District (“SRP” or “Licensor”) and                                                                                                                        (“Licensee”) have entered into Master Fiber License Agreement having aneffective date of                 ,200      (the “Master Fiber License Agreement”); and

WHEREAS, Licenseedesires to enter into a Product Order under the Master Fiber License Agreementto obtain a license to use certain optical fiber that is located on propertybelonging to the United States of America (“U.S.A”); and

WHEREAS, it isunderstood by the parties hereto that SRP manages the such property pursuant tocontracts with the United States, which assign to SRP the responsibility and authorityfor the care, operation, maintenance and management of the Salt RiverReclamation Project (“Reclamation Project”), of which the Licensed Property (asdefined below) is a part; and

WHEREAS, SRP iswilling to consent to Licensee’s use of the Licensed Property in a manner thatdoes not in any way compromise the contractual obligation or authority ofLicensor to manage the Reclamation Project.

**1.        LicenseGranted**

For valuableconsideration, the receipt and sufficiency of which are hereby acknowledged, Licensorhereby grants Licensee a revocable license conveying the nonexclusive right andprivilege to enter upon and use certain real property as defined in Exhibit “A”attached hereto (the “Licensed Property”) under the following terms andconditions (the “License”).

**2.        Purpose**

Licensee shall usethe Licensed Property only for the purposes of and in accordance with theLicensee’s rights and obligations under the Master Fiber License Agreement.Licensee shall not use the Licensed Property for any other purpose without theprior written approval of Licensor. The Licensed Property shall remainavailable for use by the general public.

**3.        Compensation**

Licensee shall beresponsible for the payment of taxes with respect to Licensee’s operations, asset forth in the Master Fiber License Agreement. Payment and default termsshall be as stated in the Master Fiber License Agreement. There shall be noadditional payment obligations imposed by this License Agreement.

**4.        Term**

The term of this Licenseshall be coincident with the Term of the Product Order.

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**5.        Rightsof the United States of America**

This License issubject to the paramount rights of the U.S.A. in and to the Licensed Property,federal reclamation law, and all agreements existing and to be made between andamong the U.S.A., the Salt River Valley Water Users’ Association (“Association”)and Licensor regarding the management, care, operation and maintenance of theReclamation Project.

**6.        Assignmentand Sublicensing**

Licensee shall notassign or sublicense any rights under this License except to the extentpermitted under the Master Fiber License Agreement.

**7.        Terminationof the License**

7.1       Except as otherwise specifically statedin this License, the termination provisions of the Master Fiber LicenseAgreement shall apply to this License.

7.2       In addition to the termination provisionsprovided in the Master Fiber License Agreement, Licensor may terminate thisLicense upon not less than 360 days prior written notice to Licensee.

7.3       In the event either party terminates thisLicense, Licensee shall remove, at Licensee’s cost, within ninety (90) calendardays after written notice of such termination, any improvements placed on theLicensed Property by Licensee, its directors, officers, employees, or agents,and shall restore the Licensed Property to the condition in which it existed onthe date this License was executed, subject to improvements to the LicensedProperty made by parties other than Licensee. If Licensee fails to remove anyof the improvements that it is required to move or fails to restore theLicensed Property within such ninety (90) day period, Licensee shall reimburseLicensor for the reasonable costs incurred by Licensor for the removal orstorage of Licensee’s improvements and restoration of the Licensed Property.Licensee shall release Licensor, Association and U.S.A. from all damagesresulting to Licensee as a result of such removal, storage, or restoration. Theprovisions of this Section 7.3 shall survive termination of this License.

**8.        Maintenanceof Licensed Property & Interface with Licensor’s Use of Licensed Property**

8.1       To the extent Licensee is authorizedunder the Master Fiber License Agreement to perform maintenance, the Licensee,at its own expense, shall maintain all of the Licensed Property in a reasonablygood, sanitary and safe condition. Subject to the conditions set forth herein,Licensor reserves to itself, Association and the U.S.A., a right of access tothe Licensed Property for the construction, use, operation, maintenance,relocation and removal of any existing and future electric or waterdistribution or transmission facilities. Any such construction, use, operation,maintenance, relocation or removal shall be performed in a manner designed toavoid, to the extent feasible, disturbance to Licensee’s improvements andLicensee’s use and enjoyment of the Licensed Property. Licensor shall giveLicensee at least ninety (90) days prior written notice of any suchconstruction, use, operation, maintenance, relocation or removal that willmaterially disrupt Licensee’s use and enjoyment of the Licensed Property or theLicensee’s improvements; provided, however, that such notice may be given insuch shorter period as Licensor determines to be reasonable under prevailingcircumstances, or with no notice in the

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event of an emergencywhere no notice is feasible. Nothing in this License shall be construed to denyor lessen the powers and privileges granted Licensor by the laws of the Stateof Arizona and the U.S.A. Licensor shall not be liable to Licensee for anydamage to Licensee’s improvements located upon the Licensed Property, unlessdue to negligent or willful acts or omissions of Licensor or its agents oremployees.

8.2       If Licensee defaults in the performanceof the obligations set forth in Section 8.1, and Licensor gives notice of thedefault, Licensee shall correct such default to the reasonable satisfaction ofLicensor within the required period of time set forth in the notice of default(the “Correction Period”), which period of time shall be reasonable under thecircumstances. If Licensee fails to correct the default within the CorrectionPeriod, Licensor may take any action reasonably determined by Licensor to benecessary to correct such default, including without limitation making anyrepair or modification to or removing any of Licensee’s improvements. Licenseeshall reimburse Licensor for the reasonable costs it incurs to correct suchdefault within thirty (30) calendar days after Licensor presents Licensee witha statement of such costs. Licensee shall release Licensor, Association andU.S.A. from all damages resulting to Licensee from the correction of suchdefault, including, without limitation, those damages arising from all repairsor modifications to or removal of any of Licensee’s improvements.

**9.        NonexclusiveRights**

This License isnonexclusive and nothing herein shall be construed to prevent or restrictLicensor from granting other privileges to use the Licensed Property in amanner not inconsistent with Licensee’s use of the Licensed Property inaccordance with this License.

**10.      ExistingEasements and Licenses**

This License issubject to all existing encumbrances of record, including easements andlicenses. It shall be Licensee’s obligation and responsibility to ascertain therights of all third parties in the Licensed Property. Licensor consents only tothe use of the Licensed Property for the purposes described herein. Nothing inthis License shall be construed as Licensor’s representation, warranty,approval or consent regarding rights in the Licensed Property held by otherparties. Licensee shall indemnify and hold Licensor harmless from any liabilityarising out of any dispute or claim regarding actual or alleged interests inthe Licensed Property, affecting Licensee’s interests created herein.

**11.      Indemnification**

To the extent notprohibited by law, Licensee, its successors and assigns, shall indemnify,release, and hold harmless Licensor, Association and the United States ofAmerica, and the directors, officers, employees, agents, successors and assignsthereof, against and from any claim, demand, lawsuit or action of any kind fordamages or loss, whether such damage or loss is to person or property, arisingin whole or in part out of: (a) negligent or otherwise wrongful acts or omissionsof Licensee, its agents, contractors, officers, directors, or employees; (b)Licensee’s use or occupancy of the Licensed Property for the purposescontemplated by this License, including but not limited to claims by thirdparties who are invited or permitted onto the Licensed Property, eitherexpressly or impliedly, by Licensee or by the nature of Licensee’s improvementor other use of the Licensed Property pursuant to this License; or (c) Licensee’sfailure to comply with or fulfill its obligations established by this Licenseor by law. Such obligation to indemnify shall extend to and encompass all costsincurred by Licensor in defending against such claims,

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demands, lawsuits oractions, including but not limited to attorney, witness and expert fees, andany other litigation related expenses. Licensee’s obligations pursuant to thisSection 11 shall not extend to claims, demands, lawsuits or actions forliability attributable to the sole exclusive negligence or willful action ofLicensor, its directors, officers, employees, agents, successors or assigns.The provisions of this Section shall survive termination of this License.

**12.      Insurance**

Without limitingany liabilities or any other obligations of Licensee, Licensee shall provideand maintain, with forms and insurers acceptable to Licensor, and until allobligations under the License are satisfied, the minimum insurance coverages,as follows:

12.1     Worker’s compensation insurance to coverobligations imposed by applicable federal and state statutes and employersliability insurance with a minimum limit of One Million and No/100 Dollars($1,000,000.00).

12.2     Commercial general liability insurance witha minimum combined single limit of Two Million and No/100 Dollars($2,000,000.00) each occurrence. The policy shall include coverage for bodilyinjury liability, property damage liability, personal injury liability, andcontractual liability for liability assumed under this License. The policyshall contain a severability of interests provision.

12.3     If applicable, comprehensive automobileliability insurance with a combined single limit for bodily injury and propertydamage of not less than Two Million and No/100 Dollars ($2,000,000.00) eachoccurrence with respect to Licensee’s vehicle, whether owned, hired ornon-owned, assigned to or used in the performance of the work.

12.4     The policies required by Sections 12.2 and12.3 hereof shall be endorsed to include Licensor, members of its governingbodies, its officers, agents and employees as additional insureds and shallstipulate that the insurance afforded for Licensor, members of its governingbodies, its officers, agents and employees shall be primary insurance and thatany insurance carried by Licensor, members of its governing bodies, itsofficers, agents or employees shall be excess and not contributory insurance.

12.5     Licensee shall waive their rights ofrecovery and require its insurers providing the required coverages to waive allrights of subrogation against Licensor and members of its governing bodies, itsofficers, agents and employees for matters arising out of this License.

12.6     Prior to commencing any work, Licenseeshall furnish Licensor with Certificates of Insurance as evidence that policiesproviding the required coverages, conditions and limits are in full force andeffect. Such certificates shall provide that not less than thirty (30) daysadvance notice of cancellation, termination, or alteration shall be sentdirectly to Licensor addressed as follows:

Supervisor, Property Management, PAB348Salt River ProjectP.O. Box 52025Phoenix, Arizona 85072-2025

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**13.      Construction**

13.1     The provision of this Section shall applyonly to the extent that the Master Fiber License Agreement authorizes Licenseeto make any improvements on the Licensed Property. If the Master Fiber LicenseAgreement does not authorize Licensee to make such improvements, the provisionsof this Section shall not apply. Prior to making any improvements on theLicensed Property, Licensee shall submit to Licensor for its approval finalconstruction documents and plan showing the location of any such improvements.Licensor shall approve or disapprove such documents and plans within 30 days.If applicable, Licensee shall obtain a Construction License from WaterEngineering *(Bob Maurer 236-2962, or SusanaOrtega 236-5799)*prior to the start of construction. Construction onthe Licensed Property shall be performed only in accordance with approvedconstruction documents and plan. At least ten (10) days prior to the beginningof any construction on the Licensed Property, Licensee shall give Licensornotice of the date that construction will begin and a schedule listing allconstruction activities and the dates when such construction activities will beperformed. Licensee shall give Licensor written notice of all changes in theschedule and delays in construction immediately upon it being reasonablyforeseeable that such change or delay will occur.

13.2     Licensee’s improvements constructed,installed, operated and maintained on the Licensed Property shall not interferewith Licensor’s use of Licensor’s existing or any future irrigation or electricfacilities on or adjacent to the Licensed Property.

13.3     Licensor may request Licensee to alter thescheduling of construction undertaken pursuant to Section 13.1 but only whenand to the extent necessary to prevent any material interference with Licensor’suse of the Licensed Property, and if such improvements do interfere withLicensor’s use, Licensor may request Licensee to relocate Licensee’s material,facilities and improvements as deemed necessary by Licensor.

13.4     If relocation of Licensee’s materials,facilities, or improvements is necessitated by Licensor’s use of existingfacilities or the construction of improvements by or on behalf of Licensor,Licensee shall bear the entire actual cost of relocating said materials,facilities and improvements.

13.5     Licensor shall not exercise its right torequire relocation of Licensee’s facilities, materials, and improvements in anunreasonable or arbitrary manner.

**14.      Permits, Statutes and Codes**

Licensee shallcomply with all requirements of all statutes, acts, ordinances, regulations,codes, and standards of legally constituted authorities with jurisdiction,applicable to Licensee’s use of the Licensed Property. Licensee shall obtain orcause to be obtained at its expense, all permits, approvals and authorizationsrequired by Licensee’s actions pursuant to this License.

**15.      Licensor’s Right to Inspect**

15.1     Licensor may enter any part of the LicensedProperty at all reasonable times to make an inspection thereof. During anyconstruction by Licensee, Licensor may inspect all trenching, backfilling andother related construction activity that potentially affects Licensor’sfacilities, and require conformance with all Licensor’s requirements andspecifications related thereto.

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15.2     Licensee shall release Licensor,Association and the U.S.A. from any claims for damages arising out of any delaycaused by Licensor in permitting or inspecting any work on the LicensedPremises. The provisions of this Section shall survive termination of thisLicense.

**16.      Service of Notice**

All notices anddemands required or permitted by this License shall be in writing and shall bedeemed to have been given properly when (i) sent by certified mail (postagefully prepaid) to the respective address below or to such other addressfurnished by either party to the other pursuant to this Section; or (ii)delivered personally to either party hereto.
| **Notices to Licensor**       | **Notices  to Licensee** |
|-------------------------------|--------------------------|
| Attn:  Supervisor, PAB348     | Attn:                    |
| SALT RIVER  PROJECT           |                     |
| Property  Management Division |                     |
| P.O. Box 52025                |                     |
| Phoenix, AZ  85072-2025       |                     |

 

**17.      Waiver**

No waiver byeither party of any breach of any of the covenants or conditions of thisLicense which are to be performed by the other party shall be construed as awaiver of any succeeding breach of the same or any other covenant orconditions.

**18.      Attorneys’ Fees Upon Default**

If either partybrings or defends any legal action, suit or proceeding based on rights orobligations arising from this License, the successful party shall be entitledto recover reasonable litigation expenses, court costs and reasonable attorneys’fees, as determined by a court, in any such action, suit or proceeding. Theforegoing shall not in any way limit or restrict any other right or remedy atlaw or equity otherwise available to such party.

**19.      Force Majeure**

If either party isrendered unable, wholly or in part, by force majeure to carry out itsobligations under this License, other than the obligation of Licensee to makepayments of amounts due hereunder, then the obligations of both Licensee andLicensor, so far as they are af­fected by such force majeure, shall besuspended during the continuance of any inability so caused, but for no longerperiod, and such cause shall so far as possible be remedied within a reasonabletime. The term “force majeure” as used herein shall mean acts of God, strikes,lockouts, or other industrial disturbances, acts of public enemies, wars, blockades,insurrections, riots, epidemics, landslides, lightning, earthquakes, fires,storms, floods, washouts, interruptions by government not due to the fault ofthe parties, civil disturbances, explosions, or unforeseeable action ornonaction by governmental bodies in approving the applications for approvals orpermits or any material change in circumstances arising out of legislation,regulation or litigation. Nothing in this Section shall require Licensor tosettle a strike.

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**20.      EntireAgreement; Changes After Execution**

This License,including its specified addenda and exhibits, if any, constitutes the entireagreement between the parties, and any amendment hereto must be in writing,signed by both parties.

**21.      Water Damage**

Except when theresult of the negligent or willful act or omission of Licensor or itsdirectors, officers, employees, agents or assigns, neither Licensor,Association nor the U.S.A. shall be liable for any loss sustained by Licensee,its officers, employees, agents or invitees on the Licensed Property because ofwater damage resulting from any source whatsoever, including, but not limitedto, flood, drainage or run-off, irrespective of any prior knowledge by Licensorof the possibility of such flood, drainage or run-off, arising from or inconnection with the operation or maintenance of any Reclamation Project dam,canal or other facility.

**22.      Reservation of Remedies**

Unless otherwiseprovided herein, each party shall have available to it, all remedies providedby law or equity.

**23.      Archaeological and EnvironmentalCompliance**

23.1     Licensee shall obtain a cultural resourceclearance from the Environmental Department of the Arizona Projects Office ofthe Bureau of Reclamation prior to construction on the Licensed Propertywhenever required by the National Historic Preservation Act, Section 106, andensuing 36 CFR 800 regulations. A copy of the Bureau of Reclamationarchaeological clearance shall be provided to Licensor’s staff archaeologistprior to any construction activity on the Licensed Property.

23.2     Licensee shall notify Licensor’s staffarchaeologist should any cultural resources or human remains be found on theLicensed Property, and when appropriate, shall be responsible for othernotifications and legal requirements as required by the Archeological ResourceProtection Act and the Native American Graves Protection and Repatriation Actand ensuing 43 CFR 10 regulations. All costs are the responsibility of theLicensee.

23.3     Licensee hereby assumes and accepts allliability and responsibility for initiation and completion of response,cleanup, and corrective and remedial action, and the cost thereof, required onthe Licensed Property and any other affected premises, due to any action takenduring use of the Licensed Property that results in release of any hazardoussubstance within the meaning of the Federal Comprehensive EnvironmentalResponse, Compensation and Liability Act – 42 U.S.C. § 9601 etseq.,or the Arizona Environmental Quality Act – A.R.S. § 49-101 etseq.,as such laws have been or are amended from time to time, or regulated substancewithin the meaning of Subtitle I of the Federal Resource Conservation andRecovery Act (Underground Storage Tanks) – 42 U.S.C. § 6991a etseq.,or the Arizona Underground Storage Tank Law – A.R.S. § 49-1001 etseq.,as such laws have been or are amended from time to time. This Section 23.2shall survive termination of this License.

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**24.      MotorVehicle Use – Special Conditions**

When operating amotor vehicle on the Licensed Property, Licensees must at all times:

24.1     Enter onto and exit from the LicensedProperty at the point of reasonable access closest to the component of Licensee’sfacilities requiring maintenance;

24.2     Maintain a speed not to exceed five (5)miles per hour;

24.3     Ensure safe and reasonable passage throughand around Licensee’s vehicle and other repair facilities to all recreationalusers of the Licensed Property;

24.4     Ensure that no site of ongoing maintenanceof Licensee’s facilities is left unattended; and

24.5     Refrain from accessing the LicensedProperty with a motor vehicle except when necessary to effectuate maintenanceof Licensees facilities.

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IN WITNESS WHEREOF, theparties hereto have executed this License this                     dayof                      ,20          
|            | **LICENSOR:**                                                        |   |
|------------|----------------------------------------------------------------------|--------|
| ** ** | ** **                                                           |   |
| ** ** | **SALT  RIVER PROJECT AGRICULTURAL IMPROVEMENT AND  POWER DISTRICT** |   |
| ** ** | ** **                                                           |   |
| ** ** | ** **                                                           |   |
|       | By:                                                                  |   |   |
|       | Its:                                                                 |   |   |
|            |                                                                      |        |  |  |

 
| STATE OF ARIZONA   | )     |
|--------------------|-------|
|               | ) ss. |
| COUNTY OF MARICOPA | )     |

 

On this           dayof                               ,20     , the foregoing instrument was acknowledgedbefore me by                                         , a                                        of the Telecom Department, **SALT RIVER PROJECTAGRICULTURAL IMPROVEMENT DISTRICT**, an agricultural improvementdistrict organized and existing under the laws of the State of Arizona (“SRP”),on behalf of SRP.
|        |          |   |
|--------|---------------|--------|
|   | Notary Public |   |

 

My Commission Expires:

 
|  |   |   |
|--|--------|--------|

 

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IN WITNESSWHEREOF,                                                                                                                       caused its name to be executed by its duly authorized representative(s), this         day of                            , 20      .
|        | LICENSEE: |   |   |
|--------|-----------|--------|--------|
|   | *,        |   |   |
|   |      |   |   |
|   | By        |   |   |
|   |      |   |   |
|   | Its       |   |   |
|   |      |   |   |
|   | By        |   |   |
|   |      |   |   |
|   | Its       |   |   |

 
| STATE OF  | )     |
|-----------|-------|
|      | ) ss. |
| COUNTY OF | )     |

                                   

On this              day of                                   20                before me, the undersigned, personally appeared . the and                                                                    and                                                                    respectively, of                                                                    ,and such authorized representative(s) acknowledged that this document wasexecuted on behalf of the corporation for the purposes therein contained.

IN WITNESS WHEREOF, Ihereunto set my hand and official seal.

My Commission Will Expire:
|        |          |   |   |
|--------|---------------|--------|--------|
|   | Notary Public |   |

 

 
|                   |   |
|-------------------|--------|
| Notary Stamp/Seal |   |

 

10

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