HomeMy WebLinkAbout2026 03.03 City Council Regular Agenda 04 �,?ACHf� City of Apache Junction, Arizona Meeting location:
+� City Council Chambers
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Agenda 300 E.Superstition Blvd
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City Council Meeting 85119
apachejunctionaz.gov
Ph:(480)982-8002
Doors are open to the public at least 15 minutes prior to the
posted meeting start time.
Tuesday, March 3,2026 7:00 PM City Council Chambers
A. CALL TO ORDER
B. INVOCATION AND PLEDGE OF ALLEGIANCE
C. ROLL CALL
D. CONSENT AGENDA
The council may, at this time, take single action on any or all items listed as consent agenda items.
These may include, but are not limited to, acceptance of agenda, acceptance of minutes, appointments,
acceptance of resignations and adoption of certain resolutions and other items which do not require a
public hearing. The consent agenda is a timesaving device of which the mayor and city council is to
receive documentation on these items from the city manager for their review prior to the meeting. Any
member of the council may remove any item from the consent agenda for discussion and cause a
separate vote on the matter later in the agenda.
1. 26-67 Consideration of acceptance of agenda.
2. 26-68 Consideration of approval of minutes of the regular meeting of
February 17, 2026.
Attachments: CCMIN 2026 02 17 MINUTES DRAFT
3. 26-46 Consideration of approval of Resolution No. 26-08, a communications
services license agreement between the City of Apache Junction and
Google Fiber Arizona, LLC, to install, place, operate, maintain,
upgrade and repair the communications network in, on, under,
upon, along and across public highways within City subject to the
requirements of this agreement.
Attachments: Google Fiber AZ Council Staff Memo 2-17-2026
CityofApacheJunctionLicenseAgreement n321522
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4. 26-59 Consideration of approval of Resolution No. 26-06, a Resolution of the
Mayor and City Council of the City of Apache Junction, Arizona,
designating Angelie Hawley the Chief Fiscal Officer for officially
submitting and certifying the accuracy of fiscal year 2027 expenditure
limitation report to the Arizona Auditor General.
Attachments: Resolution 26-06
E. AWARDS, PRESENTATIONS AND PROCLAMATIONS
Awards,presentations from other organizations,proclamations issued by the mayor, and
acknowledgement of distinguished guests and visitors, and staff presentation of receipt of grant or
donated funds are permitted at this time.
5. 26-72 Presentation of 30-year Service Award to Liz Langenbach.
F. REGIONAL INTERGOVERNMENTAL UPDATES
The mayor or any member of council may at this time present a brief summary of any regional
intergovernmental updates. However, no discussion shall take place on such items except for clarifying
comments related to substance, time and location.
6. 26-69 Brief summary of intergovernmental updates from mayor and
councilmembers.
G. CITY MANAGER'S REPORT
The city manager, members of city staff or those individuals designated by the manager may present
information pertinent to items under consideration or information related to the operation of the city. There
shall however be no discussion at this time except for clarification inquiries.
7. 26-70 City Manager's Report
8. 26-78 Presentation and discussion on the status of the U.S. 60 Corridor
Study from Ironwood Drive to Kings Ranch Road.
Attachments: US 60 Corridor Study Update 3-3-26
9. 26-71 Announcement of Current Events
H. PUBLIC HEARINGS
Public hearings required by applicable law shall be conducted by the council and any person shall be
given the opportunity to speak.All remarks shall be addressed to the council as a whole and not to any
member thereof. Such remarks shall be limited to five(5)minutes unless additional time is granted by
the mayor. This time limitation shall not apply to applicants and their agents appearing before the council.
I. OLD BUSINESS
The council shall consider any business that has been previously considered and which is still unfinished
to include those items previously postponed or tabled. No member of the public shall be permitted to
speak on these items unless invited to do so by the mayor after first submitting a written
request-to-speak form with the city clerk.
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J. NEW BUSINESS
The council shall consider any business not yet considered. No member of the public shall be permitted
to speak on these items unless invited to do so by the mayor after first submitting a written
request-to-speak form with the city clerk.
10. 26-42 Presentation and discussion on the proposed Resolution No. 26-04
authorizing the city to enter into an Intergovernmental Agreement(IGA)
with Gila County, Arizona for Community Development Block Grant
(CDBG) Regional Account(RA) allocation.
Attachments: Staff report- Resolution IGA
Resolution No.26-04 Authorization
CDBG IGA Gila County PPT
K. COUNCIL DIRECTION TO STAFF
This item allows the mayor and city council to direct staff on specifically listed matters.
11. 26-77 Presentation, discussion, and possible direction to staff on initiating
discussions and negotiations with the Arizona Department of
Transportation (ADOT)on the potential relinquishment and transfer of
jurisdiction of a portion of State Route 88 (Idaho Road)to the City of
Apache Junction.
Attachments: Direction to Staff SR 88 (Idaho Rd)Transferance
L. SELECTION OF MEETING DATES, TIMES, LOCATIONS, AND PURPOSES
M. CALL TO PUBLIC
At this time the public has the privilege to address the council with requests, communications, comments
or suggestions relating to city business.All speakers must have already submitted a written "Request to
Speak"form to the city clerk no later than the conclusion of the city manager's report portion of the
agenda. If there is a group speaking on the same item, they should select a spokesperson.All such
remarks shall be addressed to the council as a whole and not to any member thereof. The mayor is
authorized to ask a speaker to stop speaking and leave the podium or to adjourn the meeting if anyone
becomes disorderly, uncivil, makes personal attacks or continues to speak about items that are not
within the jurisdiction of the city after being warned such issues are beyond the jurisdiction of the city to
act. The council may not answer questions of the speaker, discuss the matter with one another, but may,
at the conclusion: 1)respond to criticism by a speaker;2)ask the city manager to review a matter;3)
ask the city manager to place the matter on a future agenda. Each speaker must approach the podium,
speak into the microphone,provide their name and address. There is a three (3)minute time limit per
speaker.
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City Council Meeting Agenda March 3,2026
N. ADJOURNMENT
Copies of this agenda and additional information on any of the items listed above may be obtained from
the City Clerk's office located at 300 E Superstition Blvd,Apache Junction,AZ 85119, Monday through
Thursday from 7:00a-6:00p, excluding holidays.
The City of Apache Junction invites and welcomes people of all abilities to use our programs, sites and
facilities. Specific requests may be made by contacting the Human Resources Office at(480)474-2617
or TDD(480) 983-0095.
The Apache Junction City Council may vote to go into Executive Session for legal advice on any item
listed on this agenda pursuant to A.R.S. §38-431.03(A)(3);this notice is given pursuant to A.R.S. §
38-431.02 to the members of the City Council and the public.
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Agenda Item No. 1.
QizoN* File ID: 26-67
Sponsor: Evie McKinney Agenda Date: 3/3/2026
Index: In Control: City Council Meeting
Consideration of acceptance of agenda.
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Agenda Item No.2.
QizoN* File ID: 26-68
Sponsor: Evie McKinney Agenda Date: 3/3/2026
Index: In Control: City Council Meeting
Consideration of approval of minutes of the regular meeting of February 17, 2026.
City of Apache Junction,Arizona Page 1 Printed on 3/2/2026
f�. City of Apache Junction, Arizona Meeting location:
Z p City Council Chambers
7.z Meeting Minutes at City Hall
300 E.Superstition Blvd
�Q`r ''* CityCouncil Meeting Apache Junction,AZ
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apachejunctionaz.gov
Ph:(480)982-8002
Doors are open to the public at least 15 minutes prior to the
posted meeting start time.
Tuesday, February 17,2026 7:00 PM City Council Chambers
A. CALL TO ORDER
Mayor Wilson called the meeting to order at 7:00 p.m.
B. INVOCATION AND PLEDGE OF ALLEGIANCE
Councilmember Soller gave the invocation and Councilmember Heck led the meeting attendees
in the Pledge of Allegiance.
C. ROLL CALL
Present: 7- Mayor Wilson
Vice Mayor Schroeder
Councilmember Nesser
Councilmember Heck
Councilmember Johnson
Councilmember Cross
Councilmember Soller
Staff in Attendance:
Bryant Powell, City Manager
Matt Busby, Assistant City Manager
Evie McKinney, City Clerk
Joel Stern, City Attorney
Ryan Kaup, Economic Development Director
Rob Wisler, Management Analyst
Eli Richardson, Management Analyst
Michael Pooley, Police Chief
Mike Loggins, Public Works Director
Angelie Hawley, Finance Director
D. CONSENT AGENDA
Councilmember Johnson moved,seconded by Councilmember Nesser to approve the Consent
Agenda.
Yes: 7- Mayor Wilson, Vice Mayor Schroeder, Councilmember Nesser, Councilmember
Heck, Councilmember Johnson, Councilmember Cross and Councilmember
Soller
No: 0
City of Apache Junction,Arizona Page 1
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1. 26-47 Consideration of acceptance of agenda.
2. 26-48 Consideration of approval of minutes of the regular meeting of February 3,
2026.
3. 26-40 Consideration of SST25-20, award of bid to Cholla Pavement for the supply
and delivery of pre-coated chips for chip sealing maintenance operations for a
one (1)year contract, with the option to renew for successive periods of one
(1)year not to exceed five (5)years with a maximum contract value of
$1,500,000.00.
4. 26-41 Consideration of SST25-19, award of bid to C.R. Contracting, LLC dba C.R.
Contracting for the supply, delivery, and application of asphalt emulsion for
chip sealing maintenance operations for a one (1)year contract, with the
option to renew for successive periods of one (1)year not to exceed five (5)
years with a maximum contract value of$500,000.00.
E. AWARDS, PRESENTATIONS AND PROCLAMATIONS
F. REGIONAL INTERGOVERNMENTAL UPDATES
5. 26-49 Brief summary of intergovernmental updates from mayor and
councilmembers.
Mayor Wilson announced that he was the race starter for several of the Lost Dutchman
Marathon races and he shared some highlights from the event.
G. CITY MANAGER'S REPORT
6. 26-50 City Manager's Report
City Manager Bryant Powell thanked the Police Department, Public Works and Parks and
Recreation Staff for hosting a wonderful and safe event with the Lost Dutchman Marathon. He
shared some pictures from the day and extended his gratitude to the partnerships that help
make the event happen.
7. 26-58 Legislative Update
Management Analyst Rob Wisler presented an update on bills moving through the Capital during
this year's Legislative Session. He stated the highest amount of bills on record in the Legislative
history have been introduced this year for a total of 2,116. None of those bills have been signed
yet and only one has been vetoed. He went over the following bills that City Staff is tracking
currently:
SB 1090 Strike Everything, HB 2839, HCR 2018
HB 4030/HCR 2052
HB 2290
SB 1241
SB 1431/HB 2588
Mr. Wisler also reminded the community who their representatives are at the State Capitol
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City Council Meeting Meeting Minutes February 17,2026
based on where they live.
Councilmember Soller shared his frustrations with the State Representatives introducing bills
that are trying to take away from the Cities.
Mayor Wilson also shared his frustrations and encouraged the community to contact their
Representatives and give their opinions.
8. 26-51 Announcement of Current Events
Management Analyst Eli Richardson shared upcoming events:
-2026 State of the City on February 25, 2026, at 5:30 p.m. It will take place at the Desert View
Events Center, 2014 S. Starr Road, Apache Junction.
- 62nd Annual Lost Dutchman Days Rodeo and Carnival from February 27 - March 1, 2026.
Pre-sale tickets can be bought at the Apache Junction Chamber of Commerce.
- Lost Dutchman Days Parade on February 28, 2026, at 9:00 a.m.
H. PUBLIC HEARINGS
I. OLD BUSINESS
J. NEW BUSINESS
9. 26-57 Presentation by Ben Hur of Fester& Chapman on the city's annual financial
audit.
City Manager Bryant Powell introduced Ben Hur of Fester& Chapman, who performed the audit
on the City for the year ending June 30, 2025. Mr. Hur presented the audit results which
included financial statements, single audit, the post audit report and the report to the Mayor and
Council. He also went over the City's financial position, revenue, expenditures and showed a
5-year comparison.
Councilmember Heck inquired on the primary source of the receivables, if they are expected to
be fully collected and what the unearned revenue included.
Vice Mayor Schroeder asked about the general government section in the presentation's graph.
Mr. Hur responded to all questions.
Councilmember Heck acknowledged Finance Director Angelie Hawley and the Finance
Department for receiving such a positive result on the audit.
Assistant City Manager Matt Busby announced that the comprehensive annual financial report is
available on the City's website for the public to view.
City of Apache Junction,Arizona Page 3
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K. COUNCIL DIRECTION TO STAFF
L. SELECTION OF MEETING DATES, TIMES, LOCATIONS, AND PURPOSES
M. CALL TO PUBLIC
Noah-James Markham, Tempe, spoke about the following topics: building more housing in the
City, vacant buildings, hiring more female police officers, water conservation and churches in
the area.
Donna Carr, 2178 W. Virginia Street, Apache Junction, spoke about the following topics;
revenue for the City, water shortages, mental health facilities, liquor licenses, housing and
certain businesses in the City.
Andre Meek, 1327 S. Belair Road, Apache Junction, spoke about the General Plan and stated
that Council should re-evaluate it. He suggested a two-story maximum for buildings so the
views are still available.
N. ADJOURNMENT
Mayor Wilson adjourned the meeting at 7:39 p.m.
ACCEPTED THIS DAY OF 2026, BY THE MAYOR AND CITY
COUNCIL OF THE CITY OF APACHE JUNCTION, ARIZONA.
SIGNED AND ATTESTED TO THIS DAY OF 12026.
Walter"Chip"Wilson
Mayor
ATTEST:
Evie McKinney
City Clerk
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Agenda Item No. 3.
'Piz File ID: 26-46
Sponsor: Doug Wirthgen Agenda Date: 3/3/2026
Index: In Control: City Council Meeting
Consideration of approval of Resolution No. 26-08, a communications services license
agreement between the City of Apache Junction and Google Fiber Arizona, LLC, to install,
place, operate, maintain, upgrade and repair the communications network in, on, under,
upon, along and across public highways within City subject to the requirements of this
agreement.
City of Apache Junction,Arizona Page 1 Printed on 3/2/2026
Information Technology Department
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Cit ofA ache) uncdon Y p
Home of the Superstition Mountains
MEMORANDUM
Date: February 17t", 2026
To: Honorable Mayor and Members of the City Council
Through: Bryant Powell, City Manager
Mike Loggins, Public Works Director
From: Doug Wirthgen, City IT Director
Subject: Consideration of approval of a Telecommunications License Agreement between
Google Fiber Arizona, LLC and the City of Apache Junction
The City of Apache Junction owns public streets and alley rights-of-way ("ROW") within the
corporate limits of the city that are designated for use by utility providers for installation,
operation and repair of public utilities pursuant to licenses or other agreements with the city.
This standard license agreement between Google Fiber Arizona, LLC and the City of Apache
Junction will allow Google Fiber to install and maintain their telecommunication facilities
within city ROW per the agreement which outlines the telecommunications rights, duties and
fees.
The Public Works Department is respectfully requesting City Council to approve this
Telecommunications License Agreement between Google Fiber Arizona, LLC and the City of
Apache Junction for the installation and maintenance of telecommunications facilities, and to
authorize the City Mayor to sign the agreement on behalf of the city.
300 E.Superstition Blvd,Apache Junction,AZ 85119
COMMUNICATIONS SERVICES LICENSE AGREEMENT
BETWEEN GOOGLE FIBER ARIZONA, LLC
AND CITY OF APACHE JUNCTION
THIS LICENSE AGREEMENT ("License" or "Agreement") is made this 24th
day of February, 2026 ("Effective Date") by and between CITY OF APACHE JUNCTION,
an Arizona municipal corporation ("Licensor" or "City"), and GOOGLE FIBER
ARIZONA, LLC, an Arizona limited liability company ("Licensee"), collectively the
"Parties" and individually as a "Party."
RECITALS
A. Licensee has applied to City for a License for the installation,
placement, operation and maintenance of a Communications Network in, on, under,
upon, along and across Public Highways within City.
B. Licensor desires to grant to Licensee a nonexclusive license to install,
place, operate, maintain, operate, upgrade and repair the Communications
Network in, on, under, upon, along and across Public Highways within City subject
to the requirements of this Agreement.
C. Licensor and Licensee desire to set forth their respective
responsibilities and the manner and terms upon which Licensor will grant this
License to Licensee.
AGREEMENT
NOW, THEREFORE, for and in consideration of the foregoing Recitals, the
amounts hereinafter to be paid by Licensee, and the covenants and agreements
contained herein to be kept and performed by Licensee, and other good and
valuable consideration, Licensor and Licensee agree as follows:
SECTION 1. Definitions. For the purpose of this License, unless the context
otherwise requires, the following terms, phrases, words, and their derivatives have
these meanings. When not inconsistent with the context, words in the present tense
include the future tense, words in the plural include the singular, words in the
singular include the plural, and the masculine shall include the feminine. The word
"shall" is always mandatory and not merely directory. If there is a conflict between
these definitions and those listed in Apache Junction City Code, the definitions in
the code prevail and control.
A. A.J.C.C. means the Apache Junction City Code, as amended from time
to time.
B. A.R.S. means the Arizona Revised Statutes, as amended from time to
time.
C. Affiliate means any Person that now or in the future, directly or
indirectly controls, is controlled with or by, or is under common control with
Licensee.
D. Applicable Laws means all state and federal constitutional provisions,
rules, statutes, ordinances, codes, and regulations, now in force and effect and that
may hereafter be imposed or enacted, including, but not limited to, building, zoning,
and Hazardous Substances, promulgated by the federal, state, and municipal
governments and any regulatory agency having competent jurisdiction over the
actions to be taken by the Parties under this License.
E. Cabinets means above-ground enclosures placed within the Public
Highway for the protection of active and passive equipment for the provision of
service throughout the Communications Network.
F. Chambers means underground enclosures placed within the Public
Highway facilitating access to the active and passive equipment for the provision of
service throughout the Communications Network.
G. City means City of Apache Junction, an Arizona municipal corporation.
H. City Breach Notice means a written notice from City to Licensee setting
forth specific details regarding the nature of an alleged noncompliance or default if
City believes that Licensee has not complied with or is otherwise in default of any
material term of this Agreement.
I. Communications Network means all parts of Licensee's fiber optic
network under and above-ground within the Use Area, including the fiber optic
cable and its component parts and appurtenances, and the other cables, wires,
components, facilities, Cabinets, ducts, conduits, connectors, Chambers,
manholes, manhole covers, pedestals, splitters, attachments, and other property,
equipment, components, materials, apparatus and appurtenances to the fiber optic
network.
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J. Communications Service means the offering of broadband Internet
access service as defined in 47 C.F.R. 8.1(b) and voice over Internet protocol
service for a fee directly to the public, or to such users as to be effectively available
directly to the public, regardless of the facilities used.
K. Control means, with respect to: (a) a U.S. corporation, the ownership,
directly or indirectly, of fifty percent (50%) or more of the voting power to elect
directors thereof; (b) a non-U.S. corporation, if the voting power to elect directors
thereof is less than fifty percent (50%), the maximum amount allowed by applicable
law; or (c) any other Person, fifty percent (50%) or more ownership interest in said
Person, or the power to direct the management of such Person.
L. Customers means residents and businesses in City that receive
Communications Services from Licensee through the Fiber Optic Network located
at least in part in the ROW.
M. Enforced Delay is defined in Section 19.
N. Extended City Cure Period means the additional maximum ninety (90)
calendar day period that the Initial City Cure Period shall be extended to permit City
to cure a default or noncompliance if it cannot be cured during the Initial City Cure
Period so long as City initiates reasonable steps to remedy and continuously and
diligently uses all reasonable efforts to cure such default or noncompliance
promptly and notifies Licensee of the steps being taken and the projected date that
they will be completed.
O. Extended Licensee Cure Period means the additional maximum sixty
(60) calendar day period that the Initial Licensee Cure Period shall be extended to
permit Licensee to cure a default or noncompliance if it cannot be cured during the
Initial Licensee Cure Period so long as Licensee initiates reasonable steps to
remedy and continuously and diligently uses all reasonable efforts to cure such
default or noncompliance promptly and notifies City of the steps being taken and
the projected date that they will be completed.
P. Gross Revenue means all consideration of any kind or nature, including
without limitation, cash, credits, property, and in-kind contributions (services or
goods) received by Licensee from Customers for broadband internet services that
are provided to Customers through the Communications Network located at least
in part in public ROW; however, Gross Revenues do not include:
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1. any revenue not actually received, even if billed, such as bad
debt;
2. refunds, rebates, or discounts made to Customers, or Lessor;
3. revenue received from the sale of Communication Services for
resale in which the purchaser is required to collect and remit
similar fees from the purchaser's customer;
4. revenue derived from the provision of Communication Services
to Customers where none of the Communications Network used
to provide such Communication Services are located in the
ROW;
5. any forgone revenue from Licensee's provision of
Communication Services to Customers at no charge if required
by state law;
6. any revenue derived from advertising;
7. any revenue derived from services other than Communication
Services, including without limitation, any revenue derived from
rental of modems or other equipment used to provide or facilitate
the provision of the Communication Services;
8. any revenue derived from referral or marketing agreements with
third party providers of online services which Licensee may
make available to Customers;
9. any tax of general applicability imposed upon Licensee or its
Customers by Lessor or by any state, federal, or any other
governmental entity, and required to be collected by Licensee
and remitted to the taxing entity (including but not limited to
sales and use tax, gross receipts tax, excise tax, utility users tax,
public service tax, communications taxes, and fees not imposed
by this Agreement); and
10. sales of capital assets or sales of surplus equipment owned by
Licensee.
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Q. Hazardous Substances means any hazardous substances, waste or
materials, or any substance now or hereafter subject to regulation under the
Comprehensive Environmental Response Compensation and Liability Act, 42
U.S.C. § 9601, et seq., the Arizona Hazardous Waste Management Act, A.R.S. §49-
901, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. § 6901, et
seq., or the Toxic Substances Control Act, 15 U.S.C. § 2601, et seq., as each may
be amended from time to time, or any other federal, state, county, or local law
pertaining to hazardous substances, waste or toxic substances and their reporting
requirements.
R. Home means a residential single-family dwelling, or a residential single
dwelling unit located within a Multiple Dwelling Unit, located within the Use Area.
S. Initial City Cure Period means the thirty (30) calendar day period City
has to respond to a Licensee Breach Notice after its receipt.
T. Initial Licensee Cure Period means the fifteen (15) calendar day period
Licensee has to respond to a City Breach Notice after its receipt.
U. License Fee means the fee Licensee shall pay to Licensor to
compensate Licensor for Licensee's use and occupancy of the ROW pursuant to
this Agreement.
V. Licensee Breach Notice means a written notice from Licensee to City
setting forth specific details regarding the nature of an alleged noncompliance or
default if Licensee believes that City has not complied with or is otherwise in default
of any material term of this Agreement.
W. Licensee Cure Period means the Initial Licensee Cure Period and the
Extended Licensee Cure Period.
X. Licensee Payments means the Application Fee and the License Fee, as
defined in Section 4.
Y. Multichannel Video Service means multiple channels of video
programming where some or all of the video programming is generally considered
comparable to programming provided by a television broadcast station or by a
direct to home satellite service and includes:
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1. A "cable system," as such term is defined in Title VI of the
Federal Communications Act of 1934, providing service within City.
2. An "open video system," as such term is defined in Title VI of the
Federal Communications Act of 1934 and implementing regulations,
providing service within City.
3. Any other system providing Multichannel Video Service within
City, where such service is transmitted in whole or in part via wires or
lines that are in or cross any Public Highways, public streets or public
utility easements within City. The preceding sentence shall apply
whether the provider owns, leases or otherwise obtains the right to use
such wires or lines, including wires or lines of a telecommunications
provider used pursuant to tariff or otherwise for such purpose.
4. Any other system providing Multichannel Video Service within
City where a license or similar permission or approval from City is
required under Applicable Laws.
Z. Multiple Dwelling Unit means an apartment building or other building
containing more than four dwelling units located within the Use Area.
AA. Person means an individual, corporation, limited liability company,
partnership, joint venture, association, firm, joint stock company, trust,
unincorporated association or other legal entity.
1313. Premises means a Home, Multiple Dwelling Unit, office or other
building located within the Use Area.
CC. Proprietary Information means all information regarding the
Communications System, including plans, drawings, designs, conceptual
renderings, cost information, specifications, photographs, reports, manuals, and
other documents. Proprietary Information shall include, but not be limited to, any
customer lists, financial information, technical information, or other information
clearly identified as confidential pertaining to the services provided by Licensee to
its customers.
DD. Public Highways means all roads, streets and alleys and all other
dedicated public rights-of-way and public utility easements of this state or a
political subdivision, as that term is defined in A.R.S. § 9-581.
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EE. ROW and Rights-of-Way means any land which by deed, conveyance,
agreement, easement, dedication, usage, zoning condition, process of law or other
means is reserved for or otherwise dedicated to the general public for street,
highway, alley, public utility, pedestrian walkway and other public purpose.
FF. Use Area means those portions of the Public Highways that Licensor
authorizes Licensee to occupy with the Communications Network. The Use Area is
limited to the public street, all ROWs, and any federally patented easements whose
fee simple title is vested in Licensor and may decrease, increase, and otherwise
change over time due to abandonments, dedications, annexations,
extinguishments, and other legal means. The Use Area is set forth in the map in
Exhibit A with a continuing map disclosure requirement as required under Section
2.3.
SECTION 2. Permission to Use ROW. Licensor hereby grants to Licensee a
nonexclusive revocable license to use the Use Areas as follows:
2.1 Permitted Uses. Licensee shall use the Use Area to erect, construct,
repair, maintain, replace, operate, lease, install, remove, reconstruct, and upgrade
the Communications Network in, on, under, upon, along and across the Public
Highways within the Use Area, and to make the Communications Network available
within the Use Area for the purpose of providing broadband internet and voice over
internet protocol services, subject to the applicable provisions of this License,
Apache Junction City Code, and any future amendments, together with all
Applicable Laws.
2.2 Design. Licensee shall have the right, subject to Licensor approval of
the applicable permits, which approval shall not be unreasonably withheld,
delayed, or conditioned, to determine the final engineering design including but not
limited to depth, width, and height, of all equipment and other parts of the
Communications Network, provided the proposed design and construction is
consistent with the Apache Junction Engineering Design Standards (A.J.C.C., Vol
II, Chapter 10).
2.3 Mapping. Licensee shall maintain as-built drawings of its Facilities and
furnish a copy both electronically in an ESRI- compatible mapping format (or in a
mapping format compatible with the current Licensor electronic mapping format as
specified by the Licensor) and in hard copy form on an annual basis or upon
reasonable request by the Licensor. Licensee shall create and maintain maps of
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any of its Fiber Optic Network routes, Use Areas, New Use Areas, and any above
ground equipment located in the ROW and precise and verifiable horizontal and
vertical location information and will make this information available to the
Licensor. Licensee will also provide surface-location marking of any of the Facilities
that are located underground within ten (10) business days of installation. The
information provided by Licensee under this Section 2.3 will be accurate to the best
of Licensee's knowledge. Licensee shall make every reasonable effort to provide
accurate and useful information. Licensee shall be permitted to remove any
information from the drawings provided hereunder that is not required for
Licensor's purposes or is otherwise confidential to Licensee.
2.3.1. If complete updates are not provided in a compatible format,
Licensee shall pay the actual, reasonable costs Licensor incurs to update the
Licensor's electronic mapping format due to the location or relocation of the
Facilities.
2.3.2. In the event Licensee fails to supply records in Licensor
specified format and there is a cost to Licensor in converting Licensee provided
files, Licensee will be responsible for the conversion costs and will pay such costs
within thirty (30) calendar days of the date of the bill from Licensor invoicing the
amount due.
2.3.3. The files and drawings provided by Licensee to Licensor shall be
considered confidential and subject to the restrictions in Section 7 below and
disclosed as a public record only to the extent required by A.R.S. § 39-121, et seq.
2.4 Prohibited Uses.
2.4.1. Licensee shall not use the Communications Network as a
Multichannel Video System.
2.4.2. One-way transmissions by anyone directly to customers or any
other type of video programming or other programming or transmissions, any one
or more of which are subject to a uniform video service license, are prohibited.
2.5 Privileges Subordinate. Any privilege claimed under this License by
Licensee in any Public Highway shall be subordinate to any prior or subsequent
occupancy or use by City and shall be subordinate to any prior lawful occupancy or
use by any other entity, and shall be subordinate to any prior easements.
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2.6 Reserved Right. There is hereby reserved to City every right and power
which is required to be reserved or provided by any ordinance, the A.J.C.C., and
Licensee, by its acceptance of this License, agrees to be bound thereby and to
comply with any action or requirements of City in its exercise of all existing and
future rights or powers enacted or established and exercised in its sole discretion.
Neither the granting of any License nor any provision hereof shall constitute a
waiver or bar to the exercise of any governmental right or power of City.
Notwithstanding anything in this Agreement to the contrary, Licensor specifically
reserves to itself and excludes from this Agreement a non-exclusive delegable right
over the entire Use Areas for all manner of real and personal improvements and for
streets, sidewalks, trails, landscaping, utilities and every other land use of every
description.
2.7 Ownership of Communications Network. Except as otherwise set forth
in this License, the Communications Network and all of its parts and components
which are installed and constructed by Licensee in the License Area shall at all
times be and remain the property of Licensee.
2.8 Compliance with Laws. Licensee shall comply with Applicable Laws to
engage in business activities associated with use of the Public Highways; provided,
however, no Applicable Laws shall enlarge or modify any of the rights or duties
granted by this License without a written amendment to this License.
2.9 Application; Permitting Process. City will comply with all Applicable
Laws and act in accordance with its standard procedures in reviewing and
processing all applications for permits submitted under this License. If Licensee
desires greater control over the speed of the permitting process, then Licensee
may, by separate agreement, request that City engage a third-party consultant to
work alongside City staff, and who will be solely dedicated to the processing of
Licensee's applications.
SECTION 3. Construction; Permits; Maintenance; Damage; Relocation; Conditions.
3.1 Construction of Communications Network.
3.1.1. The Communications Network constructed, installed, operated,
leased, repaired, replaced, removed, abandoned, or maintained pursuant to this
License shall be constructed, installed, operated, leased, repaired, replaced and
maintained in accordance with the Apache Junction Engineering Design Standards
(A.J.C.C., Vol. II, Chapter 10) and all other applicable codes, regulations, policies,
9
and standards, whether mandated by City, State of Arizona or any other
governmental entity with jurisdiction over the Public Highways and, at a minimum,
consistent with the terms of this License. Public Highways under the control of City
shall be used according to plans approved by City Engineer or their designee.
3.1.2. The Communications Network to be constructed, installed,
operated, leased, repaired, replaced, maintained, upgraded and removed under
this License, shall be so located as to interfere as little as reasonably possible with
traffic or other authorized uses within Public Highways. Licensee shall provide
engineering designs to City, including intended locations of the Communications
Network, prior to construction in accordance with City's permitting process. The
phases of construction and installation relating to traffic control, backfilling,
compaction and paving, as well as the location or relocation of the Communications
Network shall be subject to reasonable regulation by City Engineer or designee and
City's permitting process.
3.1.3. Licensee will use commercially reasonable efforts to commence
construction on or before January 1, 2028, subject to any Enforced Delay. In
addition, following construction commencement, Licensee shall provide City with a
construction forecast for the upcoming three-year period each January 1 st.
3.2 Permits.
3.2.1. Prior to the installation, construction, maintenance,
abandonment, replacement, extension or relocation of any portion of the
Communications Network, Licensee shall apply for and obtain at its own expense
all permits required for such work and shall comply with all zoning, building safety,
fire, public infrastructure, sidewalk, pavement and curb cut, restoration, and
similar laws and procedures of every description. All work performed under this
License shall be done in compliance with Right-of-Way Improvement Standards, the
Uniform Standard Specifications and Details for Public Works Construction
sponsored and distributed by the Maricopa Association of Governments ("MAG") as
amended, City amendments to MAG, Apache Junction Standard Details and
Specifications, Apache Junction's Approved Product List and Technical
Specifications, and Occupational Safety and Health Administration ("OSHA")
regulations, as all of which may be amended from time to time. Licensee shall retain
a third-party testing company at its sole cost, approved by City in its reasonable
discretion without undue condition or delay, to test all materials that will be used to
remediate City and third-party facilities, and which are subject to materials testing
pursuant MAG, and City amendments to MAG.
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3.2.2. Licensee shall submit the Right-of-Way Permit together with the
details, plans and specifications for City review and consideration, and pay all
lawfully applicable application, review, traffic barricading, remediation material
testing and inspection fees prior to any and all construction work performed
pursuant to the rights granted under this License including the installation,
operation, maintenance, location and attachment of any and all of the
Communications Network. The proposed locations of Licensee's planned initial
installation of its Communications Network including related facilities or equipment
shall be depicted more specifically on engineering drawings provided to City with
the submittal of the plans and specifications during the permitting process. If
Licensee desires to change the location of any part of the Communications
Network, including any related facilities or equipment, from the location set forth in
the initial Right-of Way Permit or Right-of-Way Encroachment Application(s),
Licensee shall apply for a new permit prior to any relocation or construction.
3.2.3. This Agreement does not relieve Licensee of the obligation to
obtain permits, licenses, and other approvals from Licensor or other units of
government that are required for the installation, construction, maintenance,
abandonment, replacement, extension or relocation of the Communications
Network or from compliance with Applicable Laws.
3.3 Maintenance. Licensee shall be solely responsible for all repairs,
maintenance, and adjustments, and damage to the Communications Network and
City shall have no obligation to repair such damage, except where the damage is
caused by the sole and exclusive actions of City or its agent. Excluding relocations
reasonably requested by City and repairs or maintenance to the Communications
Network, Licensee shall not relocate, materially modify, or materially alter the
Communications Network components any time after issuance of the permit(s),
except upon City's written approval, which approval will not be unreasonably
withheld, delayed, or conditioned.
3.4 Communication Network Underground Responsibilities. Except as
otherwise provided by this License , or permitted by City, all of Licensee's
installations and Communications Network within City's Public Highways, except
for above-ground or aerial facilities, and Cabinets, shall be underground and shall
meet the specifications set forth in a City-issued permit.
3.5 Coordination of Work. Where possible installation and relocation of the
Communications Network shall be coordinated with other utilities to accommodate
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opportunities for common trench installation. Participation in joint trench efforts is
strongly encouraged, but shall not be mandatory.
3.6 Arizona 811. Licensee shall comply with A.R.S. §§ 40-360.21 et seq. by
participating as a member of the Arizona 811 Center (or other appropriate
organization selected by City). A copy of Licensee's membership in a one-call
notification center shall be submitted to City upon request.
3.7 Damage. If Licensee damages, disturbs, or alters the surface or
subsurface of any Public Highway or adjoining public property, any public
improvement, landscaping, or property of third -parties, then Licensee shall
promptly, at its own expense, and in a manner reasonably acceptable to City, repair
and restore the damage or disturbance to a condition substantially comparable to
its state immediately before such damage, disturbance, or alteration. If Licensee
does not immediately repair or restore the damage, or if the repair is unacceptable
to City, City shall give Licensee notice of such and allow Licensee thirty (30)
calendar days to repair or restore the damage. If Licensee fails to complete such
repair within 30 day timeframe, City may perform such repair upon fifteen (15)
calendar days prior written notice to Licensee and Licensee shall pay all the actual,
reasonable, and fully documented direct costs expended to complete the repair. It
is hereby acknowledged that City policy requires that severed City-owned fiber
must be completely replaced to nearest previously existing splice point. Any
trimming of trees by the Licensee in the Public Highways shall be subject to such
regulation as City Engineer or designee may establish to protect the public health,
safety, and convenience.
3.8 Emergency Disruption by Licensor. Licensor may remove, alter, tear
out, relocate or damage portions of the Communications Network in the case of fire,
disaster, or other emergencies if Licensor's city manager or designee deems such
action to be reasonably necessary under the circumstances. In such event, neither
Licensor nor any agent, contractor, or employee of Licensor shall be liable to
Licensee or its customers or third parties for any harm so caused to them or the
Communications Network. When practical, Licensor shall consult with Licensee in
advance to assess the necessity of such actions and to minimize damage to and
disruption of operation of the Communications Network to the extent practical
under the circumstances. In any event, Licensor shall inform Licensee after it takes
such emergency actions.
3.9 Public Safety Hazard. If the Communications Network or any other
Licensee equipment, improvements, or activities within the ROW presents any
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immediate hazard or impediment to the public, to Licensor, to other improvements
or activities within or without the ROWs, or to Licensor's ability to safely and
conveniently operate the ROW or perform utility services, public safety and other
public health, safety and welfare functions, then Licensee shall immediately remedy
the hazard, comply with Licensor's requests to secure the ROW, and otherwise
cooperate with Licensor at no expense to Licensor to remove any such hazard or
impediment. Licensee's work crews shall report to the ROW within two (2) hours of
any request by Licensor under this Section 3.9.
3.10 Relocation Due to Public Improvements. Licensee shall bear the entire
cost of relocating its Communications Network facilities located within Public
Highways necessitated by the construction of public improvements by or on behalf
of City. If Licensee is required to relocate its Communications Network facilities due
to the construction of a public improvement, City shall provide Licensee with sixty
(60) calendar days notice before any required action of Licensee to relocate
affected portions of the Communications Network and shall cooperate with
Licensee to identify a replacement and alternative location within the Public
Highways for the relocation of affected portions of the Communications Network.
Licensee, at its sole cost and expense, shall remove the designated portions of the
Communications Network within the timeframes required by City, subject to this
Section 3.10. Licensee, at its sole cost and expense, shall restore all public and
private property damaged by Licensee's removal and relocation of the
Communications Network to a condition substantially comparable to the condition
before removal and relocation of the Communications Network. City will make
reasonable efforts to design and construct projects as to minimize relocation
expenses to Licensee, and shall entertain a reasonable request to support existing
facilities in place. If Licensee fails to relocate as required by this Section 3.10, the
Licensee shall reimburse City for actual and reasonable direct damages and costs
incurred by City as a result of such delays.
3.11 Licensee's Agent. Licensee shall at all times retain an agent who will
be available to City twenty-four (24) hours a day, seven (7) days a week who is
active, qualified, competent, and experienced to supervise all activities in the Use
Area and the operation of the Communication Network and who shall be authorized
to represent and act for Licensee in all matters pertaining to emergencies and the
calendar day-to-calendar day operation of the ROW and all other matters affecting
this Agreement. Licensee shall provide notice to Licensor of the name, street
address, electronic mail address, and regular and after hours telephone numbers
of the agent. Any change in the name or contact information of the agent shall be
given in writing in the manner stated for notices under this Agreement.
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SECTION 4. Licensee Payments.
4.1 Waiver of Rights. By entering into this Agreement, neither Party waives
any current or future rights reserved under the Telecommunications Act of 1996,
including but not limited to, those rights set forth in Section 253(C), reserving
Licensor's right to manage the public ROW and to require fair, non-discriminatory
and reasonable compensation from Licensee for use of the public ROW.
4.2 Payment of Fees. Licensee shall make payments to Licensor as
follows:
4.2.1 Application Fee. Licensee shall pay Licensor an application fee
of Three Thousand Five Dollars ($3,500.00) for the administrative costs involved in
the issuance of a License which shall be due at the time of the submittal of the
License application.
4.2.2 License Fee. Licensee and Licensor acknowledge and agree
that the License Fee provides fair and reasonable compensation for Licensee's use
and occupancy of the ROW. The License Fee will begin accruing on the Effective
Date and shall be paid annually. Licensee shall choose either the ROW Usage Fee
in Section 4.2.2.1 or the Lump Sum Payment in Section 4.2.2.2 as the License Fee.
4.2.2.1 ROW Usage Fee. The ROW Usage Fee shall be
calculated as two percent (2%) of Gross Revenues. The ROW Usage Fee will be
paid annually beginning on the Execution Date.
4.2.2.2 Lump Sum Fee. As an alternative to the fee
structure in 4.2.2.1, Licensee may make a lump sum payment of$30,000.00 ( "Lump
Sum Pre-Payment") to the City for the right to occupy the ROW for a period of
twenty-four (24) months (the "Pre-Payment Occupancy Period"). The Lump Sum
Pre-Payment shall be invoiced by the City on the date Licensee receives its first
permit under this License Agreement. Licensee will pay the invoice within forty five
(45) calendar days upon receipt. At the end of the Pre-Payment Occupancy Period,
Licensee's fee structure shall convert the ROW Usage Fee set forth in Section
4.2.2.1.
4.2.2.3 If Licensee elects to make the Lump Sum Pre-
Payment described in 4.2.2.2, then it also retains the option to convert its fee
structure the ROW Usage Fee if it begins earning revenue prior to the end of the
Pre-Payment Occupancy Period. Upon that conversion, the City shall retain a pro-
14
rata share of the Lump Sum Pre-Payment equal to the number of months that have
passed under the Pre-Payment Occupancy Period. By way of example, if Licensee
chooses to convert to the ROW Usage Fee on the thirteenth month of the twenty-
four-month Pre-Payment Occupancy Period, then the City shall retain 13/24ths of
the Lump Sum Pre-Payment, and the remaining 11/24ths shall be applied as a credit
towards future payments of the ROW Usage Fee.
4.2 Payment of Licensee Payments to Lessor. Licensee shall make the
Licensee Payments to Licensor within thirty (30) calendar days of the Effective
Date of this Agreement and on the anniversary of the Effective Date for the Term
or any Extension Term. All payments shall reference the contract number and be
sent to: City of Apache Junction, Finance Department, 300 E. Superstition Blvd.
Apache Junction, AZ 85119.
4.3 Late Fees. Licensee Payments are deemed paid only when Licensor
actually receives good cash payment. Should any Licensee Payments not be paid
on or before the date due, a late fee shall be added to the amount due in the amount
of the greater of one percent (1%) of the amount due. Furthermore, any Licensee
Payments that are not timely paid shall accrue simple interest at the rate of one and
one-half percent (1.5%) per month from the date the amount first came due until
paid. Licensee expressly agrees that the foregoing represent fair and reasonable
estimates by Licensor and Licensee of Licensor's costs (such as accounting,
administrative, legal and processing costs, etc.) in the event of a delay in payment
of Licensee Payments. Licensor shall have the right to allocate payments received
from Licensee among Licensee's obligations.
4.4 Licensee Payments Amount Report. Each installment of Licensee
Payment, other than Permit Fee, shall include a report showing the manner in which
each component of the Licensee Payment was calculated. The report shall
summarize the transactions giving rise to the Licensee Payments.
4.5 Permit Fees. Licensee shall pay all applicable construction permitfees
to place Facilities in the ROW, which includes charges for encroachment permit
applications, issuance, inspection, testing, plan review and any other fees adopted
by Licensor and applicable to persons doing work and/or encroaching in Licensor's
ROW pursuant to A.J.C.C., Vol. I, Article 13-3.
4.6 Performance Bond.
4.6.1 Prior to receiving any permit to construct, install, maintain or
15
perform any work on public property that requires a permit from Licensor pursuant
to Applicable Laws, Licensee shall cause to be filed and maintained a faithful
performance bond in favor of Licensor in the sum of One Hundred Thousand Dollars
($100,000.00) until either completion of the construction or termination of this
Agreement to guarantee that Licensee shall observe, fulfill, and perform each and
every condition of this Agreement. In case of any breach of this Agreement, any
amount of the sum in the bond, up to the whole amount, may be forfeited to
compensate Licensor for any damages it may suffer by reason of such breach. Said
bond shall be acknowledged by Licensee, as principal, and shall be issued by a
surety with an AM Best rating of A-VII or better for the last four quarters. The
procedure for drawing upon, curing, and replenishing the performance bond are
set forth in Exhibit B.
4.6.2 If Licensee has completed the above construction and wants the
bond released, Licensor will need to inspect and approve the construction prior to
such release. A performance bond will be required for each subsequent or
additional construction project and/or work on public property.
4.7 In-Kind Payment as an Offset to Licensee Permits. This Agreement
does not currently provide for any future in-kind payments by Licensee; however,
the Parties may agree in writing through an addendum to this Agreement to an in-
kind payment of Facilities or services provided by Licensee to Licensor to offset
such fees or transaction privilege taxes owed.
4.8 Taxes. Licensee shall pay any applicable city, county and state
transaction privilege and use tax. Such taxes are in addition to any non-tax amounts
owed by Licensee pursuant to this Section 4. Licensee consents to the disclosure
of any and all information reported on Licensee's transaction privilege tax returns
by authorizing and allowing City's tax collector to release such information to City
manager or designee.
4.9 Business License. Licensee understands that the activity described in
this License constitutes "doing business in the City of Apache Junction" and
Licensee agrees to obtain a business license pursuant to Chapter 8 of A.J.C.C., Vol.
I, and keep such license current during the Term. Licensee also acknowledges that
the tax provision of A.J.C.C., Chapter 8A, may also apply and, if so, shall obtain a
transaction privilege license and/or other licenses as may be required by A.J.C.C.
Any activity by any subcontractor used in the performance of any aspect of the
work under this License shall invoke the same licensing and Licensee shall require
its subcontractors to obtain and keep all applicable licenses current.
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4.10. Licensee Payment Amounts Cumulative. All amounts payable by
Licensee under this Agreement or under any tax, assessment or other existing or
future ordinance, law or other contract or obligations to City or the State of Arizona
shall be cumulative and payable in addition to each other payment required under
this Agreement, and such amounts shall not be credited toward, substituted for, or
setoff against each other in any manner.
SECTION 5. Insurance and Indemnity.
5.1 General Requirements. Licensee shall procure and maintain for the
duration of this Agreement insurance against claims for injuries to persons or
damage to property which may arise from or in connection with the performance of
the Work in the amounts and types set forth in this Section 5. Failure to do so, may,
at the sole determination of Licensor, be declared a material breach of this
Agreement and may result in termination.
5.2 Insurance. Not later than the Effective Date, and at all times thereafter
when Licensee is occupying or using the Use Areas in any way, Licensee shall
obtain and cause to be in force and effect the following insurance:
5.2.1. Commercial General Liability. Commercial General Liability
insurance with limits of Five Million Dollars ($5,000,000.00)for each occurrence for
bodily injury and property damage and, Ten Million Dollars ($10,000,000.00)
general aggregate. Coverage shall be written on Insurance Service Office ("ISO")
occurrence form or a substitute form providing equivalent coverage and shall
cover liability arising from premises-operations, independent contractors,
products-completed operations, personal injury and advertising injury and
contractual liability assumed under an insured contract. There shall be no
endorsement or modification of the Commercial General Liability insurance for
liability arising from explosion, collapse, or underground property damage. City, its
elected and appointed officers, officials, agents, employees, and special districts
shall be included as additional insured parties under Licensee's Commercial
General Liability insurance policy with respect to the Work using ISO Additional
Insured Endorsements or substitute endorsements providing equivalent coverage.
The policy shall contain a waiver of transfer of rights of recovery (subrogation)
against City, its mayor and council, employees, officials, special districts,
appointees and agents. Limits for the commercial general liability, commercial,
automobile liability and employer's liability required by this Agreement may be
attained by a combination of primary and excess/umbrella liability insurance.
17
5.2.2. Automobile Liability. Automobile Liability insurance covering all
owned, non-owned, hired, and leased vehicles with a combined single limit for
bodily injury and property damage of Five Million Dollars ($5,000,000.00) per
accident relating to any ROW work. Coverage shall be written on ISO form or a
substitute form providing equivalent liability coverage. Such insurance shall cover
hazards of motor vehicle use for loading and offloading.
5.2.3. Workers' Compensation. Such Workers' Compensation and
similar insurance as is required by law and employer's liability insurance with a
minimum limit of One Hundred Thousand Dollars ($100,000.00) for each accident,
One Hundred Thousand Dollars ($100,000.00) disease for each employee, Five
Hundred Thousand Dollars ($500,000.00) policy limit for disease.
5.2.4. Professional Liability Insurance. Professional Liability
insurance with limits of Five Million Dollars ($5,000,000.00) per claim and
aggregate covering the negligent actions of Licensee in the performance of
professional services under this Agreement.
5.2.5. Subrogation. All policies outlined in 5.2.1, 5.2.2 and 5.2.3, shall
waive transfer rights of recovery (subrogation) against Licensor and Licensor's
employees, officials, representatives, officers and agents.
5.3 Policy Limit Escalation. Licensor may elect by notice to Licensee to
increase the amount or type of any insurance to account for inflation, changes in
risk, or any other factor that Licensor reasonably determines to affect the prudent
amount of insurance to be provided.
5.4 Form of All Insurance. The insurance policies shall be primary
insurance with respect to City. Any insurance, self-insurance, or insurance pool
coverage maintained by City shall be in excess of Licensee's insurance and shall
not contribute to it.
5.4.1. Licensee shall require its insurers to provide Licensor thirty (30)
calendar days' prior written notice of any nonrenewal, cancellation, or material
change in the coverage under such policy reducing coverage to below
contractually required amounts. If a policy does expire during the Term, a renewal
certificate must be sent to Licensor thirty (30) calendar days prior to the expiration
date.
5.4.2. Insurance is to be placed with insurers with a current A.M. Best
18
rating of not less than A-VII and legally authorized to do business in the State of
Arizona.
5.4.3. Policies must also cover and insure Licensee's activities
relating to the business operations and activities conducted away from the ROW.
5.5 Verification of Coverage. Prior to commencing any work under this
Agreement, Licensee shall furnish Licensor with Certificates of Insurance, or
formal endorsements as required by the Agreement, issued by Licensor's
insurer(s), as evidence that policies providing the required coverages, conditions
and limits required by this Agreement are in full force and effect. Licensor shall not
be obligated, however, to review same or to advise Licensor of any deficiencies in
such policies and endorsements, and such receipt shall not relieve Licensee from,
or be deemed a waiver of, Licensor's right to insist on strict fulfillment of Licensor's
obligations under this Agreement.
5.6 Certificates of Insurance. The form of the certificates of insurance and
endorsements shall be subject to the approval of the Apache Junction City
Attorney's Office, shall comply with the terms of this Agreement. Policies or
certificates and completed forms of Licensor's Additional Insured Endorsement(or
a substantially equivalent insurance company form acceptable to City Attorney)
evidencing the coverage required by this Agreement shall be delivered to City
Attorney, City of Apache Junction, 300 East Superstition Boulevard, Apache
Junction, AZ 85119.
5.7 Subcontractors. Licensee shall expressly bind any contractors,
subcontractors, and any other lower tier subcontractors, used in the performance
of any aspect of work under this Agreement, to the insurance requirements in this
Agreement, making such obligations applicable to the other contractor to the same
extent as it is applicable to Licensee. The purpose of this provision is to require any
lower tier contractor, regardless of level, to provide insurance and indemnity
required by this Agreement.
5.8 No Licensee Limitation of Liability. Licensee's maintenance of
insurance as required by this Agreement shall not be construed to limit the liability
of Licensee to the coverage provided by such insurance or otherwise limit
Licensor's recourse to any remedy to which Licensor is otherwise entitled at law or
in equity.
5.9 Indemnification. In addition to all other indemnities and other
19
obligations under this Agreement, throughout the Term and until all obligations and
performances under or related to this Agreement are satisfied, Licensee (and all
other persons using, acting, working or claiming through or for Licensee or this
Agreement if they or their subcontractor, employee or other person or entity hired
or directed by them participated in any way in causing the claim in question), shall
jointly and severally pay, protect, indemnify, defend and hold harmless Licensor its
elected officials, employees, officers, special districts, representatives,
appointees, agents, and contractors for, from, and against:
a. any and all third party claims or harm related to labor, materials,
professional services and other work for Licensee's Improvements and any
interest, penalties and other expenses which may be imposed, and from any lien
thereof or sale or other proceedings to enforce payment thereof;
b. any disturbance in Hazardous Substances in the course of the
contractor's or other person's work;
C. any loss or liability incurred by reason of any Hazardous
Substance on or affecting the Use Area attributable to or caused by Licensee or
anyone using the ROW under this Agreement;
d. Licensee's use of the ROW;
e. the rights granted to Licensee with respect to the ROW or
Licensee's exercise of its rights under this Agreement; and
f. all costs, damages, and/or expenses incurred by Licensor, its
officers, employees, appointees and agents in the defense of any litigation brought
by third parties challenging the right of Licensor to enter into this Agreement with
Licensee under Applicable Laws.
Except as otherwise limited by this Agreement, the Indemnification shall
include and apply to any and all allegations, demands, judgments, assessments,
taxes, impositions, expenses, proceedings, liabilities, obligations, suits, actions,
claims (including without limitation claims of personal injury, bodily injury,
sickness, disease, death, property damage, destruction, loss of use, financial
harm, or other impairment), damages, losses, expenses, penalties, fines or other
matters (together with all attorney fees, court costs, and the cost of appellate
proceedings and all other costs and expenses of litigation or resolving the claim)
that may arise in any manner out of any use of the ROW or other property related to
20
this Agreement or any actions, acts, errors, mistakes or omissions relating to work
or services in the performance of or related to this Agreement, including without
limitation any injury or damages or cause of action claimed or caused by any
employees, contractors, subcontractors, tenants, subtenants, agents or other
persons upon or using the ROW or surrounding areas related to this Agreement,
including without limitation, claims, liability, harm or damages caused in part by
Licensee or any other additional insured or anyone for whose mistakes, errors,
omissions or negligence Licensee or Licensor may be liable.
As a condition to Licensor's executing this Agreement, Licensee specifically
agrees that to the extent any provision of this Section 5.9 is not fully enforceable
against Licensee for any reason whatsoever, this Section 5.9 shall be deemed
automatically reformed to the minimal extent necessary to cause it to be
enforceable to the fullest extent permitted by law.
Notwithstanding the foregoing, the Indemnification does not apply to claims
arising from the gross negligence or intentionally wrongful acts of Licensor and
claims that the law prohibits from being imposed upon the indemnitor.
The provisions of this Section 5.9 shall survive termination of this Agreement.
The Indemnification applies even if the party seeking damages makes a claim
against Licensor or brings a claim against Licensor based on vicarious liability or
non-delegable duty or any other legal theory or theories.
Licensee shall pay, indemnify, defend and hold harmless Licensor from any
and all such obligations, including any interest, penalties and other expenses which
may be imposed, and from any lien thereof or sale or other proceedings to enforce
payment thereof.
5.10 Risk of Loss. Licensee assumes the risk of any and all loss, damage or
claims related to Licensee's use of the ROW or other property of Licensor, Licensee
or third parties throughout the Term. Licensee shall be responsible for any and all
damage to its property and equipment related to this Agreement.
SECTION 6. Leasing of Communications Network.
6.1 Purpose. The License granted in this Agreement is only for Licensee
for the purpose of constructing, maintaining and operating the Communications
Network. Transfer of the License or any interest therein or control of the
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Communications Network is subject to the provisions of Section 9. A material
consideration of City in granting this License to Licensee is Licensee's experience,
reputation, knowledge, and business track record.
6.2 Leasing Purposes. This License Agreement further authorizes
Licensee to do the following:
6.2.1. In its ordinary course of business to lease to or contract with
others for use of all or part of the Communications Network, as distinguished from
selling telecommunications services carried on the Communications Network. Any
entity selling telecommunications services on the Communications Network must
obtain a telecommunications license from City.
6.2.2. To lease or provide wholesale access to fiber or conduit that are
part of the Communications Network to others that have contracts, franchises or
other agreements with City to use its public property within City (an "Existing Third-
Party ROW User"), without further prior consent of City, provided that Licensee
notifies City of the identity of the Existing Third-Party ROW User.
6.2.3. The Licensee agrees that if Licensee leases or licenses the
Communications Network facilities to others for any other use, then Licensee shall
condition the effectiveness of such upon the lessee/licensee applying for and
obtaining from City any required authorization for such use, including, if required,
a telecommunications services license, or any other license that City may require.
Additionally, should Licensee's lessees/licensees self-perform any work on the
Communications Network within the Public Highways, then Licensee shall require
that such lessee/licensee provide an indemnification of City to the same extent
required of Licensee in this Agreement.
6.3 Lessees Telecommunication License Required. Licensee agrees and
will take reasonable actions to inform entities delivering telecommunications
services over the Communication Network that persons using Licensee's facilities
must obtain a telecommunication license if such person constructs, installs,
operates or maintains telecommunication facilities within the Public Highways.
SECTION 7. Proprietary Information.
7.1 Third-Parties. Proprietary Information disclosed by Licensee to City
shall be regarded as proprietary as to third-parties.
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7.2 Opportunity to Defend Against Disclosure. If City receives a request to
disclose Proprietary Information, City shall notify Licensee of the request and allow
Licensee a reasonable opportunity to defend its information from disclosure.
7.3 Public Records. Notwithstanding any provision in this License, the
Licensee acknowledges and understands that Licensor is a political subdivision of
the State of Arizona and is subject to the disclosure requirements of Arizona's
Public Records Law (A.R.S. §§ 39-121 et seq.).
SECTION 8. Term; Abandonment of Facilities.
8.1 Initial Term. The initial term of this Agreement shall be from ,
2026 through 2036, unless earlier terminated as set forth in this
Agreement.
8.2 Extensions. The initial term of this Agreement may be extended for one
(1) additional ten (10) year period provided that Lessee is not then and has never
been in default of any terms or conditions of this License beyond any applicable
notice and cure periods ( "Extension Periods") subject to the following:
8.2.1. No Extension Period shall be effective without the written
consent of both Licensor and Licensee through a written agreement approved by
City Council at an appropriately agendized public meeting.
8.2.2. Both Licensor and Licensee may withhold their consent to an
Extension Period in their sole and absolute discretion.
8.2.3. Both Licensor and Licensee shall provide written notice of their
intent to consent or not consent to an Extension Period by giving notice to the other
party at least ninety (90) calendar days before the end of the then current term
(either the initial term or an Extension Period).
8.2.4. Any Extension Periods may include an increase in the annual fee
and any other applicable fees set forth in this license.
8.3 Abandonment of Facilities. If Licensee elects to not renew this
Agreement pursuant to Section 8.2 or provide evidence of transfer of the
Communications Network to another entity, then the Communications Network will
be deemed abandoned and shall become the property of City.
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8.4 Changes to the Apache Junction Engineering Design Standards. In the
event City revises the Apache Junction Engineering Design Standards in a manner
that prohibits, restricts, or materially alters the methods of construction that
Licensee plans to use to construct its Communications System, and if Licensee can
show that such change materially and adversely impacts its ability to continue
building its Communications System or to complete construction of the
Communications System, then Licensee may either: (a): terminate this License and
cease operations within City; or (b) cease construction of new portions of the
Communications System, but may continue to operate the portion of the
Communication System completed to that date. In the event Licensee chooses to
discontinue construction, but to continue operations pursuant to (ii), above,
Licensee shall not begin construction of new facilities unless and until it agrees to
a new construction schedule approved in writing by City Engineer. In order to
exercise either option under this Section 8.4, Licensee shall first provide City with
at least thirty (30) calendar days written notice.
8.5 Removal of Communication Facilities in lieu of Abandonment. If the
Licensee abandons use of all or any part of its Communications System, Licensee
shall notify City within ninety (90) calendar days of such abandonment and may,
subject to City's approval, permanently abandon the improvements in place. In lieu
of permanent abandonment, City may require Licensee to the reasonable
satisfaction of City and without cost or expense to City, to promptly remove its
above-ground facilities and to restore the Public Highways to a reasonable
condition under the supervision of City. Pursuant to 8.3, upon permanent
abandonment, if City does not require removal, the Licensee shall submit to City a
proposal, as-builts for the Communication Network, and instruments for
transferring ownership to City. Any such facilities which are not removed as
required by City within one hundred eighty (180) calendar days of either such date
of termination or revocation of this License or the date City issued a permit
authorizing removal, whichever is later, then the Communication Network shall
automatically become the property of City. If abandoned, Licensee must notify the
Arizona811 Center of such abandonment and shall record the abandonment
consistent with A.R.S. §§ 40-360.21 et seq.
SECTION 9. Transferability of License.
9.1 Assignment. Except as set forth below, Licensee shall not assign, sell,
or transfer its interest in this License without the Licensor's prior written approval.
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9.1.1. Notwithstanding the foregoing, Licensee may at any time, on
written notice to City and without consent of City, assign this Agreement or any or
all of its rights and obligations under this Agreement:
9.1.1.1. to any Affiliate of Licensee;
9.1.1.2. to any successor in interest of Licensee's business
operations in City in connection with any merger, acquisition, or similar transaction
if Licensee determines after a reasonable investigation that the successor in
interest has the resources and ability to fulfill the obligations of this Agreement; or
9.1.1.3. to any purchaser of all or substantially all of the
Communication Network in City if Licensee determines after a reasonable
investigation that the purchaser has the resources and ability to fulfill the
obligations of this Agreement.
9.2 Assignee Bound by License. Any agreed upon assignee will take the
place of the assigning Party and shall agree in writing (for the benefit of City) to be
bound by each and all of the covenants and conditions of this License. The
assigning Party will be released from all of its rights and obligations upon such
assignment.
9.3 Licensee Responsible for Affiliate. Following any assignment of this
Agreement to an Affiliate, Licensee will remain responsible for such Affiliate's
performance under the terms of this Agreement.
SECTION 10. Nonexclusive License.
The grant of this License not exclusive, and nothing in this License shall be
construed to prevent City from granting other like or similar grants or privileges to
any other Person. Nor shall this License deny or lessen the powers and privileges
granted to City under Applicable Laws; provided, however, that upon issuance of
the applicable permit by City, the area actually used by Licensee for installation of
the Communications Network shall be for the exclusive use of the Communications
Network during the Term, subject to the terms and conditions of this Agreement.
SECTION 11. Termination of License. The License granted hereunder may be
revoked by the Licensor prior to expiration of the then-current Term if any one of
the following events occurs:
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11.1 Failure to Comply with License. The Licensee fails to comply with the
material terms and conditions of this License or Applicable Laws and does not
remedy or cure such failure to comply as provided by Section 12.
11.2 Insolvency. The Licensee is or becomes insolvent or is a party to a
voluntary bankruptcy, reorganization, or receivership case or proceeding, makes
an assignment for the benefit of creditors, is subject to other actions by creditors
that, in the reasonable, good faith opinion of City, threaten the financial viability of
Licensee as a going concern, or if there is any similar action that affects Licensee's
capability to perform its obligations under this License.
11.3 Bankruptcy. Licensee is the subject of a petition for involuntary
bankruptcy not dismissed within sixty (60) calendar days.
SECTION 12. Breach; Rights and Remedies; Termination.
12.1 Termination by Licensee. Licensee may terminate this Agreement for
convenience upon one hundred eighty (180) calendar days' written notice to City.
Notwithstanding anything to the contrary in this Agreement, in no event shall the
Licensee be permitted to terminate this Agreement if the Licensee has an uncured
material breach or default under this Agreement and has received a breach notice
from Licensor prior to seeking to terminate for convenience.
12.2 Licensee Breach or Default. In the event City believes that Licensee
has not complied with or is otherwise in default of any material term of this
Agreement, City shall provide Licensee with a City Breach Notice. The failure to
promptly provide a City Breach Notice, however, shall not act as a waiver of any
rights and remedies of City under this Agreement unless and only to the extent that
the Licensee is materially prejudiced by such failure. At all times, including the cure
periods, Licensee retains all of its legal rights and remedies, including the right to
seek judicial relief.
12.2.1. Licensee's Right to Cure or Respond. During the Initial
Licensee Cure Period, Licensee may either:
12.2.1.1. respond to City, contesting the assertion of
noncompliance or default and in such event the Parties shall use commercially
reasonable efforts to promptly resolve such contest, but in the event the Parties are
unable to resolve such contest within fifteen (15) calendar days of Licensee's
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response, City may proceed to enforce any of the remedies set forth in Section
12.1.3 ; or
12.2.1.2. cure an actual default or noncompliance. If
Licensee is unable to cure the default during the Initial Licensee Cure Period or
Extended Licensee Cure Period (whichever is applicable), then City may proceed
to enforce any of the remedies set forth in Section 12.1.3.
12.2.2. City Rights and Remedies. If Licensee fails to cure any
actual noncompliance or default as provided in Section 12.1.2 within the applicable
Cure Period, City may take any or all of the following actions:
12.2.2.1. terminate this License as a material breach.
12.2.2.2. seek special action or other similar relief (whether
characterized as mandamus, injunction or otherwise), requiring Licensee to
undertake and to fully and timely address or to enjoin any construction or activity
undertaken by Licensee which is not in accordance with the terms of this
Agreement.
12.2.2.3. seek indemnity (including but not limited to filing an
action for damages) arising under Licensees indemnity or duty to hold harmless
obligations set forth in Section 5 or seek damages for failure to restore property
under Sections 3.7, 3.10, and 8.5.
12.2.2.4. enforce its rights given under any bond or similar
financial assurance given or provided by or for the benefit of Licensee or City
pursuant to this Agreement.
12.2.3. City Breach or Default. In the event Licensee believes that
City has not complied with or is otherwise in default of any material term of this
License, Licensee shall provide City with a Licensee Breach Notice. The failure to
promptly provide a Licensee Breach Notice, however, shall not act as a waiver of
any rights and remedies of Licensee under this Agreement unless and only to the
extent that City is materially prejudiced by such failure.
12.2.4. City's Right to Cure or Respond. During the Initial City
Cure Period, City may either:
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12.2.4.1. respond to Licensee, contesting the assertion of
noncompliance or default and in such event the Parties shall use commercially
reasonable efforts to promptly resolve such contest, but in the event the Parties are
unable to resolve such contest within fifteen (15) calendar days of City's response,
Licensee may proceed to enforce any of the remedies set forth in Section 12.2.3.;
or
12.2.4.2. cure an actual default or noncompliance. If City is
unable to cure the default during the Initial City Cure Period or Extended Licensee
Cure Period (whichever is applicable), then Licensee may proceed to enforce any
of the remedies set forth in Section 12.2.3.
12.2.5. Licensee Rights and Remedies. If City fails to cure any
actual noncompliance or default as provided in Section 12.2.2 within the applicable
Cure Period, Licensee's sole and exclusive remedies shall be limited to any or all of
the following, as applicable:
12.2.5.1. file a special action or seek other similar relief
(whether characterized as mandamus, injunction or otherwise), requiring City to
undertake and to fully and timely perform its obligation under this Agreement;
12.2.5.2. an action for damages for repairs to its
Communications Network as set forth in Section 3.3, if applicable; and
12.2.5.3. in the event of the breach of, noncompliance with or
default under any material term of this Agreement, terminate this Agreement and
seek recovery of termination-related attorneys fees.
12.3 Limitation of Liabilities.
12.3.1. City and its officers, agents, elected or appointed officials,
employees, departments, boards and commissions shall not be liable to Licensee
or to its affiliates or customers for any interference with or disruption in the
operation the Communications Network or the provision of services, or for any
damages arising out of Licensee's use of the Public Highways, unless caused solely
by the negligence or willful misconduct of the City.
12.3.2. Except where explicitly permitted by the terms of this
License, City and Licensee each waives its respective right to seek and recover
consequential (including lost profits or harm to business), indirect, incidental,
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reliance, exemplary, special, beneficial, numerical, punitive or similar damages
from the other.
SECTION 13. Acceptance of License; Terms and Conditions.
13.1 Acceptance of License. This License shall not become effective until
after approval by City council, execution by City mayor, and Licensee's written
acceptance thereof shall have been filed with City clerk. By entering into this
License, the Licensee covenants and agrees to perform and be bound by each and
all terms and conditions imposed by Applicable Laws and this License.
13.2 No Challenge to License. Licensee acknowledges and accepts the
right of City to issue a License and Licensee agrees it shall not now or at any time
hereafter challenge this right to issue the License in any way or in any City, state or
federal court. Licensee has reviewed the Licensor's ability to grant a License and
accepts such a License as City may now be legally able to grant.
13.3 Applicable Laws Control. In the event of conflict between the terms and
conditions of the License and the authority under which City can grant a license or
permission to use the Public Highways as set forth in Applicable Laws, the
Applicable Laws shall control. Nothing in this License shall be deemed to waive the
requirement of the codes, ordinances, and regulations of City.
13.4 No Action Against City. Licensee shall have no recourse whatsoever
against City, its elected and appointed officers, officials, special districts, agents,
or employees for any loss, cost, expense, or damage arising out of any actions
taken in their official capacities pursuant to this Agreement.
SECTION 14. Partial Invalidity.
14.1 Partial Invalidity. If any section, paragraph, clause, phrase, or
provision of this License shall be adjudged invalid or unconstitutional, or
superseded by other lawful authority including any state or federal, legislative,
regulatory or administrative authority having jurisdiction over this Agreement, the
same shall not affect the validity of this License as a whole or any part of the
provisions of this License other than the part superseded or adjudged to be invalid
or unconstitutional.
14.2 Severability. In the unlikely event that any provision of this License is
declared void or unenforceable (or is construed as requiring City to do any act in
29
violation of any Applicable Laws), such provision shall be deemed severed from this
License and this License shall otherwise remain in full force and effect; provided
that this License shall retroactively be deemed reformed to the extent reasonably
possible in such a manner so that the reformed agreement (and any related
agreements effective as of the same date) provide essentially the same rights and
benefits (economic and otherwise) to the Parties as if such severance and
reformation were not required.
14.3 Conflict with Applicable Laws. The Parties agree that this License is
intended to satisfy the requirements of all Applicable Laws, administrative
guidelines, rules, order and ordinances. Accordingly, any provision of this License
which conflicts with any such Applicable Law shall be invalid and unenforceable,
whether occurring before or after execution of this License, it being the intention of
the parties: (a) to preserve their respective rights and remedies under all
Applicable Laws; and (b) that the execution of this License does not constitute a
waiver of any rights or obligations by either Party under Applicable Laws. In the
event that a provision is invalid and unenforceable, all other provisions shall remain
in full force and effect. Both City and Licensee expressly reserve all rights they may
have under law to the maximum extent possible; neither the Licensor nor the
Licensee shall be deemed to have waived any rights they may now have or may
acquire in the future by entering into this License.
SECTION 15. Notices.
Notices shall be given in writing delivered to the other party or mailed by registered
or certified mail, return receipt requested, postage prepaid addressed to:
If to Licensor: Emile Schmid
City Engineer
City of Apache Junction
300 East Superstition Boulevard
Apache Junction, AZ 85119
With copies to: Richard J. Stern
City Attorney
City of Apache Junction
300 East Superstition Boulevard
Apache Junction, AZ 85119
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If to Licensee: Attention: Google Fiber Legal
1600 Amphitheatre Parkway
Mountain View, CA 94043
Email: googlefibernotices@google.com
With copies to: legal-notices@google.com
By notice from time to time, a person may designate any other street address be
deemed to be complete seven (7) calendar days (excluding Friday, Saturday,
Sunday and legal holidays) after the notice is deposited in the United States mail.
SECTION 16. Entire Agreement and Amendment.
16.1 Entire Agreement. This License, and the exhibits listed below that are
either attached and/or on file at City and available for inspection, are incorporated
by this reference, and constitute the entire agreement between Licensor and
Licensee with respect to this License and supersede all prior negotiations,
communications, discussions and correspondence, whether written or oral,
concerning this License. No supplement, modification, waiver or amendment of any
term of this License shall be binding or effective unless executed in writing by the
Parties. No waiver of any provision of this License shall constitute a waiver of any
other provision, whether or not similar, nor shall any waiver constitute a continuing
waiver.
16.2 Amendments. This License may only be amended by a written
instrument signed by an authorized representative of each Party, except that
Licensor may modify this License as necessary to comply with Applicable Laws. In
the event that an amendment in this License is necessary in order for the Parties to
comply with Applicable Laws, each Party must use good faith efforts to amend the
License to effect such compliance. This License will be fairly interpreted in
accordance with its terms and conditions and not for or against either Party.
SECTION 17. Governing Law.
17.1 Governing Law. The terms and conditions of this Agreement shall be
governed by and interpreted in accordance with the laws of the State of Arizona.
Any action at law or in equity brought by either Party for the purpose of enforcing a
right or rights provided for in this Agreement, shall be tried in a court of competent
jurisdiction in Pinal County, State of Arizona. The Parties hereby waive all
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provisions of law providing for a change of venue in such proceeding to any other
county or for removal to federal court.
17.2 Compliance with Federal and State Laws. Licensee understands and
acknowledges the applicability of the American with Disabilities Act, the
Immigration Reform and Control Act of 1986 and the Drug Free Workplace Act of
1989 to the services performed under this Agreement. As required by A.R.S. § 41-
4401, Licensee and its subcontractors, assignees and permittees hereby warrants
its compliance with all federal immigration laws and regulations that relate to its
employees and A.R.S. § 23-214(A). Licensee and its subcontractors, assignees and
permittees further warrant that after hiring an employee, they will verify the
employment eligibility of the employee through the E-Verify program. If Licensee
uses any subcontractors in performance of services, subcontractors shall be
required to comply with all federal immigration laws and regulations that relate to
its employees and A.R.S. § 23-214(A), including verifying the employment eligibility
of the employee through the E-Verify program. A breach of this warranty shall be
deemed a material breach of the Agreement that is subject to penalties up to and
including termination of this Agreement. Licensee is subject to a penalty of$100.00
per day for the first violation, $500.00 per day for the second violation, and
$1,000.00 per day for the third violation, or greater if statutorily permitted. Licensor
at its option may terminate this Agreement after the third violation. Licensee shall
not be deemed in material breach of this Agreement if Licensee and/or its
subcontractors, assignees or permittees establish compliance with the
employment verification provisions of Sections 274A and 274B of the federal
Immigration and Nationality Act and the E-Verify requirements contained in A.R.S.
§ 23-214(A). Licensor retains the legal right to inspect the papers of any Licensee,
its subcontractor or assignee or permittee employee who works under this
Agreement to ensure that they are complying with the warranty. Any inspection will
be conducted after reasonable notice and at reasonable times. If state law is
amended, the Parties may modify this Section 17.2 consistent with state law
17.3 Prohibition to Contract with Parties who engage in a Boycott of the
State of Israel. The Parties acknowledge A.R.S. §§ 35-393 through 35-393.03, as
amended, which forbids public entities from entering into an agreement with any
party who engage in boycotts of the State of Israel. Should Licensee or its
subcontractors, assignees or permittees under this Agreement engage in any such
boycott against the State of Israel, this Agreement is automatically terminated as if
this Agreement expired with no remaining term or option to extend. Additionally,
any such boycott is a material breach of contract and will subject Licensee and its
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subcontractors, assignees and permittees to monetary damages, including but not
limited to, consequential damages.
SECTION 18. Attorney Fees.
If any action, suit or proceeding is brought by either Party to enforce this Agreement
or for failure to observe any of the covenants of this Agreement or to vindicate or
exercise any rights or remedies under this Agreement, the substantially prevailing
party in such proceeding shall be entitled to recover from the other party such
prevailing party's reasonable attorneys fees and other reasonable litigation costs,
as determined by the court, and not a jury, in such proceeding.
SECTION 19. Force Majeure.
Neither Licensor nor Licensee, as the case may be, shall be considered not to have
performed its obligations under this Agreement in the event of enforced delay (an
"Enforced Delay") due to causes beyond its control and without its fault or
negligence or failure to comply with Applicable Laws, including, but not restricted
to, acts of God, fires, floods, epidemics, pandemics and related executive orders,
quarantine, restrictions, embargoes, labor disputes, and unusually severe weather
or the delays of subcontractors or materialmen due to such causes, acts of a public
enemy, war, terrorism or act of terror (including but not limited to bio-terrorism or
eco-terrorism), nuclear radiation, blockade, insurrection, riot, labor strike or
interruption, extortion, sabotage, or similar occurrence or any exercise of the
power of eminent domain of any governmental body on behalf of any public entity,
or a declaration of moratorium or similar hiatus (whether permanent or temporary)
by any public entity directly affecting the obligations under this Agreement. In no
event will Enforced Delay include any delay resulting from unavailability for any
reason of labor shortages, or the unavailability for any reason of particular
Licensees, subcontractors, vendors or investors desired by Licensee in connection
with the obligations under this Agreement. Licensee agrees that Licensee alone
will bear all risks of delay which are not Enforced Delay. In the event of the
occurrence of any such Enforced Delay, the time or times for performance of the
obligations of the Party claiming delay shall be extended for a period of the Enforced
Delay; provided, however, that the Party seeking the benefit of the provisions of this
Section 19 shall, within thirty (30) calendar days after such Party knows or should
know of any such Enforced Delay, first notify the other Party of the specific delay in
writing and claim the right to an extension for the period of the Enforced Delay; and
provided further that in no event shall a period of Enforced Delay exceed ninety (90)
calendar days.
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SECTION 20. Representations and Warranties.
20.1 City's Authority to Enter Into License. Subject to the limitations set
forth in Sections 13 and 20, City represents and warrants to Licensee that, as of the
Effective Date: (a) it has full authority, including the authority required by Applicable
Laws, to enter into and perform this License and the execution, delivery and
performance of this License and the consummation of the transactions
contemplated by this License are within the right, power and authority of City and
have been duly authorized by all necessary action on the part of City; (b) this
License has been duly executed and delivered by City and it constitutes a legal,
valid and binding agreement of City enforceable against City in accordance with its
terms (except as enforcement may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors' rights generally and
by general principles of equity); and (c) the execution and delivery of this License
by City and its performance of this License does not violate any law, ordinance, rule,
or regulation applicable to City.
20.2 Licensee Authority to Enter Into License. Licensee represents and
warrants to City that: (a) it has full authority to enter into and perform this License
and the execution, delivery and performance of this License and the consummation
of the transactions contemplated by this License are within the power and authority
of Licensee and have been duly authorized by all necessary action on the part of
Licensee; (b) this License has been duly executed and delivered by Licensee and it
constitutes a legal, valid and binding agreement of Licensee enforceable against
Licensee in accordance with its terms (except as enforcement may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting creditors' rights generally and by general principles of equity); and (c) the
execution and delivery of this License by Licensee and its performance under this
License will not violate any law, rule, or regulation applicable to Licensee.
20.3 No Representations or Warranties. Other than the explicit
representations and warranties made by Licensee to City under this License,
Licensee makes no representations or warranties to City or any Person with
respect to the Communication Network and hereby disclaims any and all express,
implied, or statutory warranties, including, without limitation, any warranties of
merchantability, fitness for a particular purpose, availability, error-free or
uninterrupted operation, and any warranties arising from a course of dealing,
course of performance, or usage of trade. To the extent that Licensee may not
under Applicable Laws disclaim any implied warranty, the scope and duration of
such warranty will be the minimum permitted under such law.
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SECTION 21. No Waiver.
Licensee acknowledges Licensee's unconditional obligation to comply with this
License. No failure by Licensor to demand any performance required of Licensee
under this License, and no acceptance by Licensor of any imperfect or partial
performances under this License, shall excuse such performance or impair in any
way Licensor's ability to insist, prospectively and retroactively, upon full
compliance with this License. No acceptance by Licensor of Licensee Payments
and no statement, bill or notice by Licensor or Licensee concerning payments or
other performances or other performances under this License shall be deemed a
compromise or settlement of any right Licensor may have for additional, different
or further payments or performances. Any waiver by Licensor of any breach of
condition or covenant in this License to be kept and performed by Licensee shall
not be deemed or considered as a continuing waiver and shall not operate to bar or
otherwise prevent Licensor from declaring a default for any breach or succeeding
or continuing breach either of the same condition or covenant or otherwise. No
failure by Licensor to demand from Licensee any performance under this License
shall excuse Licensee from compliance with this License nor stop Licensor (or
otherwise impair Licensor's ability) to at any time correct such notice and/or insist
prospectively and retroactively upon full compliance with this License. No waiver
of any description (including any waiver of this sentence or paragraph) shall be
effective against Licensor unless made in writing by a duly authorized
representative of Licensor specifically identifying the particular provision being
waived and specifically stating the scope of the waiver. Licensee expressly
disclaims and shall not have the right to rely on any supposed waiver or other
change or modification, whether by word or conduct or otherwise, not conforming
to this Section 21.
SECTION 22. No Third Party Beneficiaries.
Unless otherwise stated in this License, no person or entity shall be a third-party
beneficiary to this License or shall have any right or cause of action under this
License. Licensor shall have no liability to third parties for any approval of plans,
Licensee's construction of improvements, Licensee's negligence, Licensee's
failure to comply with the provisions of this License (including any absence or
inadequacy of insurance required to be carried by Licensee), or otherwise as a
result of the existence of this License.
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SECTION 23. No Rights to the Communications Network.
City expressly agrees that, except as expressly set forth in this License, it does not
and shall not claim at any time any interest or estate of any kind or extent
whatsoever in the Communications Network during the Term. Licensee shall at all
times retain title to and ownership of the Communications Network and all future
extensions of the Communications Network and shall have the right to lease or
license the Communications Network or parts thereof to providers of internet, data,
voice, video and other services.
SECTION 24. Construction.
24.1 Representation by Counsel. Each of the Parties acknowledge that each
Party has been represented by counsel in connection with this License. Legal or
equitable principles that might require the construction of this License or any
provision hereof against the Party drafting this License shall not apply in any
construction or interpretation of this License and is expressly waived. In the event
an ambiguity or question of intent or interpretation arises, this Agreement shall be
construed as if drafted jointly by the Parties and no presumption or burden of proof
shall arise favoring or disfavoring any Party by virtue of the authorship of any of the
provisions of this License.
24.2 Interpretation. This License was negotiated on the basis that it shall be
construed according to its plain meaning and neither for nor against any party,
regardless of their respective roles in preparing this License. The terms of this
License were established in light of the plain meaning of this License and this
License shall therefore be interpreted according to its plain meaning and without
regard to rules of interpretation, if any, which might otherwise favor Licensee.
SECTION 25. Survival.
The rights and obligations of the Parties under Sections 5, 7, 18, 21, and any other
obligations which reasonably should survive expiration or other termination or
completion of this License, shall remain in full force for a period of three (3) years
following any such termination, expiration, or completion except that if an action is
brought by any Party prior to the expiration of three (3) years following any
termination, expiration, or completion of this License, the provisions of this License
that are the subject of such action shall survive until any settlement, judgment, or
order resulting from such action is fully satisfied.
36
Section 26. Entire Agreement.
This License, and the exhibits listed below that are either attached and/or on file at
City and available for inspection, are incorporated by this reference, and constitute
the entire agreement between Licensor and Licensee with respect to this License
and supersede all prior negotiations, communications, discussions and
correspondence, whether written or oral, concerning this License. No supplement,
modification, waiver or amendment of any term of this License shall be binding or
effective unless executed in writing by the Parties. No waiver of any provision of this
License shall constitute a waiver of any other provision, whether or not similar, nor
shall any waiver constitute a continuing waiver.
SECTION 27. Regulatory Process; Inspections.
27.1 Regulatory Approval Process. The building permit processes, ROW
management, and similar regulatory requirements that apply to any improvements
and construction upon or about the ROW are completely separate from the
requirements of this License. Licensee's satisfaction of any requirement of this
License does not count toward any compliance with any regulatory requirement.
Licensee's satisfaction of any regulatory requirement does not count toward
compliance with any requirement of this License. Licensee must make all submittals
and communications regarding the requirements of this License through Licensor's
contract administrator for this License, and not through planning, building safety or
other staff. Licensee must obtain all approvals in accordance with all present and
future Licensor codes, policies and procedures.
27.2 Relationship of Plans Approval to Regulatory Processes. Licensee's
submission of plans under this License, Licensor's approval of plans for purposes
of this License, and the plans approval process under this License, shall be
separate and independent of all zoning, design review, and other regulatory or
similar plans submittal and approval processes, all of which shall continue to apply
in addition to the requirements of this License and its approvals. Building permits,
zoning clearances, or any other governmental reviews or actions do not constitute
approval of any plans for purposes of this License.
27.3 Right of Inspection. Licensor shall be entitled to inspect all
construction, reconstruction, or installation work and to make such tests as it
deems necessary to ensure compliance with the terms of this License and
Applicable Laws. All Licensor plans reviews, inspections, standards and other
rights and actions with relation to any construction are for Licensor's sole and
37
exclusive benefit and neither Licensee nor any other person shall rely thereon or
have any rights related thereto.
27.4 Inspection. Licensor shall have access to all portions of the Use Area
at all times and without notice for the purpose of examining, inspecting, evaluating,
planning, repairing, designing, maintaining or showing the Use Area or exercising
Licensor's other rights under this License. Licensee shall promptly undertake
appropriate action to rectify any deficiency (identified by Licensor during such
inspections or otherwise) in Licensee's compliance with this License. This Section
27.4 does not limit Licensor's other rights of access to the Use Area elsewhere in
this License or otherwise. This right of access is in addition to access rights for
Licensor inspectors or other employees and officers acting within their legal
authority.
SECTION 28. Taxes, Liens and Assessments.
In addition to all other amounts provided by this License and to the extent consistent
with Applicable Laws, Licensee shall pay, when the same become due and payable,
all taxes and general and special fees, charges and assessments of every
description that may be levied upon or assessed upon or with respect to Licensee's
use of the ROW, Licensee's operations conducted therein, any amounts paid or
other performances under this License by either party, and all of Licensee's
possessory interest in the ROW and improvements and other Licensor or Licensee
property thereon.
SECTION 29. Licensee's Records. During the Term, Licensee shall keep records
and provide information to Licensor as follows:
29.1 Scope of Information. Unless otherwise specified, all of Licensee's
recordkeeping and disclosure obligations under this Section 29 include the
following cumulative topics as reasonably determined by Licensor (collectively the
"Covered Information"):
29.1.1 The status of the construction, repair or restoration of any
improvements on or about the ROW.
29.1.2 Information relating to this Agreement or to Licensor's or
Licensee's rights or obligations under this Agreement.
38
29.2 Records Inspection. Licensee shall:
29.2.1. Permit and assist Licensor and its representatives at all
reasonable times to inspect, audit, and copy Licensee's records of Covered
Information, as permitted under Applicable Laws following thirty (30) calendar
days prior written notice and only to the extent reasonably necessary to ensure
compliance with this Section 29. Licensee shall keep records reflecting its
Licensee Payments for at least two (2) calendar years.
29.2.2. Make the records of Covered Information (and reasonable
accommodations for Licensor's audit and inspection) available to Licensor at
Licensee's offices in Arizona or at Licensor's location.
29.2.3. Cause Licensee's employees and agents and accountants
to give their full cooperation and assistance in connection with Licensor's access
to the Covered Information, including electronic access to the Covered
Information.
29.2.4. Notwithstanding any provision in this Agreement,
Licensee acknowledges and understands that Licensor is a municipal corporation
of the State of Arizona and is subject to the disclosure requirements of Arizona's
Public Records Act (A.R.S. §§ 39-121, et seq.).
29.2.5. Upon request from Licensor, but no more than annually,
Licensee shall make available to Licensor reports or records related to the Covered
Information in the formats in which they are customarily prepared by Licensee.
Licensee reserves the right to seek appropriate confidentiality protections for any
information to be produced to Licensor. Such records shall be made available to
Licensor by Licensee via electronic delivery.
29.3 Record Retention. City may examine the business records of Licensee
as permitted under applicable law, but in any event only during reasonable times
and following no less than thirty (30) days' prior written notice, and only to the
extent reasonably necessary to ensure compliance with the fees owed under this
License Agreement or applicable tax laws. Licensee will keep business records
reflecting its revenues used to calculate fees paid for at least two (2) years.
29.4 Record Media Included. Licensor's and Licensee's rights and
obligations regarding the Covered Information apply regardless of the type of
media, materials, or data repositories that may contain the Covered Information.
39
Licensor's rights to the Covered Information apply regardless of whether the
Covered Information is stored on recordings, notes, ledgers, correspondence,
reports, drawings, memoranda, or other repository of Covered Information.
40
IN WITNESS WHEREOF, Licensee and City have executed this Agreement
as of the date first set forth above.
LICENSEE:
GOOGLE FIBER ARIZONA, LLC, an Arizona
limited liability company
06a" ��'
By: Dqrrel Hegar
Its: Head of Market Operations
CITY:
CITY OF APACHE JUNCTION, ARIZONA, an
Arizona municipal corporation
By: Walter "Chip" Wilson
Its: Mayor
ATTEST:
Evie McKinney
City Clerk
APPROVED AS TO FORM:
2•26.26
R. Joel Stern
City Attorney
41
STATE OF Texas )
) ss.
COUNTY OF Kaufman )
The foregoing was subscribed and sworn to before me this 24th
day of February 7 2026, by Darrel Hegar as Head of Market Operations Of
Google Fiber Arizona, LLC, an Arizona limited liability company.
\\\\\\�P�I I(IIIIp%I Daphene Mayfield /�f.�/✓L/
ID NUMBER
a. y rP 13394381-1
COMMISSION S 2926 l EXPIRES
Notary Public
My Commission Expires:
09/01/2026 Electronically signed and notarized online using the Proof platform.
STATE OF ARIZONA )
) ss.
COUNTY OF PINAL )
The foregoing was subscribed and sworn to before me this
day of , 2026, by Walter "Chip" Wilson, as Mayor of City of
Apache Junction, Arizona, an Arizona municipal corporation.
Notary Public
My Commission Expires:
42
EXHIBIT A
USE AREA
EXHIBIT B
PROCESS AND PROCEDURE FOR DRAWING UPON BOND
A. Licensor may draw on the Bond upon any Event of Default, and in the
following circumstances whether or not they are an Event of Default:
1. Licensee fails to cause the Bond to be renewed, extended,
increased in amount or otherwise maintained as required by this
Agreement.
2. Licensee fails to make monetary payments required under this
Agreement, subject to the Licensee Cure Period.
3. The issuer of the Bond fails to immediately honor a draft on the Bond
or otherwise repudiates or fails to honor Bond.
B. Licensor shall also have such additional rights regarding the Bond as may
be provided elsewhere in this Agreement.
2
►P�"E�c�, City of Apache Junction, Arizona 300 E Superstition
Boulevard
� ;z Agenda Item Cover Sheet Apache Junction,AZ
85119
Agenda Item No.4.
QitoN►' File ID: 26-59
Sponsor:Angelie Hawley Agenda Date: 3/3/2026
Index: In Control: City Council Meeting
Consideration of approval of Resolution No. 26-06, a Resolution of the Mayor and City Council
of the City of Apache Junction, Arizona, designating Angelie Hawley the Chief Fiscal Officer for
officially submitting and certifying the accuracy of fiscal year 2027 expenditure limitation report
to the Arizona Auditor General.
City of Apache Junction,Arizona Page 1 Printed on 3/2/2026
RESOLUTION NO. 26-06
A RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY
OF APACHE JUNCTION, ARIZONA, DESIGNATING THE CHIEF
FISCAL OFFICER FOR OFFICIALLY SUBMITTING THE FISCAL
YEAR 2027 EXPENDITURE LIMITATION REPORT TO THE ARIZONA
AUDITOR GENERAL
WHEREAS, A. R. S . § 41-1279 . 07 (E) requires each county, city,
town, and community college district to annually provide to the
Arizona auditor general by July 31 the name of the chief fiscal
officer the governing body designated to officially submit the
current year' s annual expenditure limitation report ("AELR") on
the governing body' s behalf; and
WHEREAS, the City of Apache Junction ("City") mayor and
council desire to designate Angelie Hawley as the City' s chief
fiscal officer.
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL
OF THE CITY OF APACHE JUNCTION ARIZONA, AS FOLLOWS:
1) The recitals above are hereby incorporated as if fully set
forth herein.
2) Angelie Hawley is hereby designated as the City' s chief
fiscal officer for the purposes of submitting the fiscal
year 2027 AELR to the Arizona auditor general on the City' s
behalf.
PASSED AND ADOPTED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF
APACHE JUNCTION, ARIZONA, THIS DAY OF
, 20
SIGNED AND ATTESTED TO THIS DAY OF
20
WALTER "CHIP" WILSON
Mayor
RESOLUTION NO. 26-06
PAGE 1 OF 2
ATTEST:
EVIE MCKINNEY
City Clerk
APPROVED AS TO FORM:
.*e. — 2-5. 6
2
RICHARD J. STERN
City Attorney
RESOLUTION NO. 26--06
PAGE 2 OF 2
►P�"E�c�, City of Apache Junction, Arizona 300 E Superstition
Boulevard
o Agenda Item Cover Sheet Apache Junction,AZ
U =i 85119
Agenda Item No. 5.
�Piz oN* File ID: 26-72
Sponsor: Agenda Date: 3/3/2026
Index: In Control: City Council Meeting
Presentation of 30-year Service Award to Liz Langenbach.
City of Apache Junction,Arizona Pagel Printed on 3/2/2026
►P�"E�c�, City of Apache Junction, Arizona 300 E Superstition
Boulevard
� 0 Agenda Item Cover Sheet Apache Junction,AZ
85119
Agenda Item No.6.
Piz File ID: 26-69
Sponsor: Chip Wilson Agenda Date: 3/3/2026
Index: In Control: City Council Meeting
Brief summary of intergovernmental updates from mayor and councilmembers.
City of Apache Junction,Arizona Page 1 Printed on 3/2/2026
►P�"E�c�, City of Apache Junction, Arizona 300 E Superstition
Boulevard
= Agenda Item Cover Sheet Apache Junction,AZ
_ 85119
Agenda Item No. 7.
Piz File ID: 26-70
Sponsor: Bryant Powell Agenda Date: 3/3/2026
Index: In Control: City Council Meeting
City Manager's Report
City of Apache Junction,Arizona Page 1 Printed on 3/2/2026
►P�"E�c�, City of Apache Junction, Arizona 300 E Superstition
Boulevard
01 Agenda Item Cover Sheet Apache Junction,AZ
_ 85119
Agenda Item No.8.
PizoNr File ID: 26-78
Sponsor: Rob Wisler Agenda Date: 3/3/2026
Index: In Control: City Council Meeting
Presentation and discussion on the status of the U.S. 60 Corridor Study from Ironwood Drive to
Kings Ranch Road.
City of Apache Junction,Arizona Page 1 Printed on 3/2/2026
U . S . 60 Ironwood to Kings Ranch Rd
Corridor Study Update
March 3, 2026
•
❑ Study Area
_ US 60: Ironwood Dr to Kings
Broadway Rd Ranch Rd
o Y > Apache Junction
M ❑Apache Junction Planning Area
_ £ o
Southern Ave
>- 6060
c
Baseline Ave a�cO
o�
C�`
oc
t5
APACHE
JUNCTION o��a
�a
4 miles south to 60
Arizona Renaissance
Festival Grounds
0 0.5 1 2 --- �C4',l'1
N Mq� F71COPA
t � i IMiles utn��
. 60 Ironwood to Kings Ranch Rd Corridor
Study
• In 2025, City staff reached out to the Maricopa
Association of Governments (MAG), concerned about
the projected future travel demand on U.S. 60 and
lack of necessary capacity on the freeway to meet that
demand, as well as to discuss current operational
challenges.
• In response, MAG proposed a corridor study to
explore what the corridor should look like in the n
term (2030-40) and the future (2050 and beyon -
. 60 Ironwood to Kings Ranch Rd Corridor
Study
• The Corridor Study was included in part of MAG's
biennial budget, which began last year.
• City Staff has been working with MAG as part of the
effort to develop a RFP for a consultant, who will run
the study.
• The RFP window closed a few weeks ago and now City
and MAG staff will review submittals.
. 60 Ironwood to Kings Ranch Rd Corridor
Study
• As part of the study, there will be two public meetings,
one at the beginning and one at the end of the study.
• Staff will keep Council informed as to when those
meetings are set and will continue to update Council
on study progress.
• The Study is anticipated to conclude in early 2027.
From there, staff will work to move U.S. 60 into the
environmental/final design phase.
Questions ?
•
►P�"E�c�, City of Apache Junction, Arizona 300 E Superstition
Boulevard
= Agenda Item Cover Sheet Apache Junction,AZ
85119
Agenda Item No. 9.
'+PizoN* File ID: 26-71
Sponsor: Eli Richardson Agenda Date: 3/3/2026
Index: In Control: City Council Meeting
Announcement of Current Events
City of Apache Junction,Arizona Page 1 Printed on 3/2/2026
►P�"E�c�, City of Apache Junction, Arizona 300 E Superstition
Boulevard
= Agenda Item Cover Sheet Apache Junction,AZ
85119
Agenda Item No. 10.
'Piz File ID: 26-42
Sponsor: Jeremy Johnson Agenda Date: 3/3/2026
Index: In Control: City Council Meeting
Presentation and discussion on the proposed Resolution No. 26-04 authorizing the city to enter
into an Intergovernmental Agreement(IGA)with Gila County, Arizona for Community
Development Block Grant(CDBG) Regional Account(RA)allocation.
City of Apache Junction,Arizona Page 1 Printed on 3/2/2026
O� ACHE�Gti
a
�y z City of Apache Junction
1, Development Services Department rk'�
'9RIZONp'
DATE: February 25, 2026
TO: The Honorable Mayor and City Council
THROUGH: Bryant Powell, City Manager
Rudy Esquivias, Development Services Director
FROM: Jeremy Johnson, Grants Manager
SUBJECT: Resolution approving the IGA between the City of Apache Junction and
Gila County for CDBG Allocation
REQUEST
Approve Resolution No. 26-04, authorizing the City of Apache Junction to enter into an
intergovernmental agreement ("IGA") with Gila County for purposes of CDBG allocation.
BACKGROUND
The City of Apache Junction and Gila County (the "Parties") are members of Central Arizona
Governments ("CAG"), which is charged with the administration and distribution of funds
obtained through the Arizona Department of Housing for Community Development Block Grants
("CDBG"). Each year the Parties are eligible for participation in the funding and distribution
process and CAG has authorized a procedure for switching funding years between communities.
DISCUSSION
The Parties believe that it is in their best interest to partner so that one community can make
application in one fiscal year and the other in the next fiscal year, allowing that year's applicant
to receive double or increased funding. It is the intent of the Parties that Apache Junction will
request funding for projects in fiscal year 2025 and Gila County will request funding for projects
in fiscal year 2026. The IGA sets forth the details of this agreed upon arrangement.
RECOMMENDATION/ACTION REQUIRED
Staff respectfully recommends the city council:
1. Approve Resolution No. 26-04.
ATTACHMENTS
Attachment One: Resolution No. 26-04 and attached IGA
300 E. Superstition Boulevard •Apache Junction,AZ 85119
RESOLUTION NO. 26-04
A RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY
OF APACHE JUNCTION, ARIZONA, AUTHORIIZING THE CITY OF
APACHE JUNCTION TO ENTER INTO AN INTERGOVERNMENTAL
AGREEMENT WITH GILA COUNTY, ARIZONA FOR CDBG
ALLOCATION .
WHEREAS, the City of Apache Junction and Gila County (the
"Parties") are members of the Central Arizona Governments
("CAG") ; and
WHEREAS, CAG is charged with the administration
distribution of funds obtained through the Arizona Department of
Housing for Community Development Block Grants ("CDBG") ; and
WHEREAS, each year the Parties are eligible for
participation in the funding and distribution process; and
WHEREAS, the Parties believe that it is in their best
interest to partner with another participating CDBG community so
that one community can make application in one fiscal year and
the other in the next fiscal year, resulting in each community
receiving larger sums in the year of participation so that each
community can work on larger projects which cannot be considered
under normal funding circumstances; and
WHEREAS, CAG has authorized a procedure for switching
funding years; and
WHEREAS, pursuant to A.R. S. § 11-952 (A) , public entities
may enter into intergovernmental agreements with other
municipalities and governmental entities for joint or
cooperative activities; and
WHEREAS, the Parties have crafted the attached written
agreement in the form of an intergovernmental agreement ("IGA")
which formalizes the arrangement .
NOW, THEREFORE, BE IT RESOVED BY THE MAYOR AND CITY COUNIL
OF THE CITY OF APACHE JUNCTION, ARIZONA, AS FOLLOWS :
1) The mayor and city council approve the form of the IGA for
CDBG Allocation set forth in Attachment A; and the mayor is
hereby authorized to sign the IGA on behalf of the city.
RESOLUTION NO. 26-04
PAGE 1 OF 2
2) The city manager and/or his designee is authorized and
directed to take all steps necessary to carry out the
purpose and intent of this resolution and to fulfill all
the duties required under the IGA.
PASSED AND ADOPTED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF
APACHE JUNCTION, ARIZONA, THIS DAY OF , 2026.
SIGNED AND ATTESTED TO THIS DAY OF 2026 .
WALTER "CHIP" WILSON
Mayor
ATTEST:
Evie McKinney w T
City Clerk
APPROVED AS TO FORM:
Richard J. Stern
City Attorney
RESOLUTION NO. 26-04
PAGE 2 OF 2
ATTACHMENT A
INTERGOVERNMENTAL AGREEMENT BETWEEN
CITY OF APACHE JUNCTION AND GILA COUNTY, ARIZONA
FOR CDBG ALLOCATION
INTERGOVERNMENTAL AGREEMENT BETWEEN
CITY OF APACHE JUNCTION AND GILA COUNTY, ARIZONA
FOR CDBG ALLOCATION
THIS AGREEMENT is made and entered into this __ day of 2026,
by and between CITY OF APACHE JUNCTION, ARIZONA, an Arizona municipal
corporation ("Apache Junction") and GILA COUNTY, ARIZONA, an Arizona county
("Gila County"), collectively the "Parties".
RECITALS
A) The Parties are members of the Central Arizona Governments ("CAG") which
provides, since 1975, regional planning services to Gila and Pinal Counties, including
their seventeen incorporated cities and towns.
B) CAG is charged with the administration and distribution of funds obtained
through the Arizona Department of Housing for Community Development Block
Grants ("CDBG").
C) Each year the Parties are eligible for participation in the funding and
distribution process and the amount of funding available to each community depends
upon the number of communities making application for CDBG allocations.
D) The Parties believe that it is in their best interest to partner with another
participating CDBG community so that one community can make application in one
fiscal year and the other in the next fiscal year, resulting in each community receiving
larger sums in the year of participation so that each community can work on larger
projects which cannot be considered under normal funding circumstances.
E) CAG has authorized a procedure for switching funding years in fiscal years
2025 and 2026.
I~)The Parties are empowered to enter into this intergovernmental agreement
("IGA") under the provisions of A.R.S. § 11-951, et seq.
AGREEMENT
NOW, THEREFORE, in consideration of mutual promises contained herein and
other good and valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the Parties agree as set forth below:
1
I. CAG Submittal: Pursuant to CAG rules and regulations and the method of
distribution established by CAG Regional Council, the Parties will submit required
documentation to CAG, together with a copy of this IGA, which will inform CAG that
the Parties will partner for purposes of funding rounds for fiscal years 2025 and 2026.
The Parties will for each funding year submit a letter of intent or non-intent to CAG
indicating that it is the intent of the Parties that Apache Junction will request funding
for projects for fiscal year 2025 and Gila County will request funding for projects for
fiscal year 2026. This will allow Apache Junction to receive double or increased funding
for fiscal year 2025 and will allow Gila County to receive double or increased funding
for fiscal year 2026.
II. Tenn and Risk Acknowledgement: The Parties acknowledge that there is a
possibility of changes in Federal or State policy and/or funding in the future and that
each assumes said risk knowingly, understanding that funding levels may change
during the two (2) fiscal year term of this IGA. The Parties further understand that the
letter of intent filed in accordance with this IGA is valid for a period of two (2) fiscal
years and there shall be no authority to withdraw or modify such letter of intent after
April 1, 2026.
III. Application Com liance: The Parties shall be fully and solely responsible for
compliance with all rules and regulations applicable to the grant applications. Failure
to obtain funding or grants as a result of a community's failure to timely file
applications for grant funds shall not authorize relief from this IGA. This IGA shall
have a term of two (2) fiscal years from the date set forth above the Recitals.
IV. Payment of Fees: The Parties shall be responsible for payment of any fees
charged by CAG for work performed by CAG on behalf of that respective community
during the term of this Agreement.
V. Authori of Managers/Letter of Intent Deadlines: The Gila County Manager and
the Apache Junction City Manager are authorized to execute any and all documents
required to carry out the intent of this IGA. Each Party shall provide to the other Party
copies of the letter of intent required pursuant to Section 1 above prior to May 1, 2026,
together with any and all other documentation or records required to carry out the
provisions of this IGA.
VI. Conflicts of Interest: The provisions of A.R.S. § 38-511 relating to termination of
agreements due to conflicts of interest apply to this IGA.
VII. Notices: Notices shall be mailed to the Parties as follows:
2
City of Apache Junction
Robert Wisler, Management Analyst
300 E. Superstition Blvd.
Apache Junction, Arizona 85119
Gila County
Joshua Beck, Health and Community Services Department
1400 E. Ash Street
Globe, Arizona 85501
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
duly executed as of the day and year first written above.
CITY OF APACHE JUNCTION, ARIZONA,
an Arizona municipal corporation
By: Walter "Chip" Wilson
Its: Mayor
ATTEST:
Evie McKinney
City Clerk
GILA COUNTY, an Arizona county
By: Steve Christensen
Its: Chairman of the Board of Supervisors
i
ATTEST:
Charlotte Asrarynezami
Clerk of the Board of Supervisors
COUNSEL APPROVAL AS TO FORM:
I have read this Agreement and have determined such Agreement is in proper form and
is entered into within the powers of and authority granted under the laws of the State of
Arizona.
R.Joel Stern, Apache Junction City Attorney Date
Gila County Attorney's Office Date
9
INTERGOVERNMENTAL AGREEMENT BETWEEN
CITY OF APACHE JUNCTION AND GILA COUNTY, ARIZONA
FOR CDBG ALLOCATION
THIS AGREEMENT is made and entered into this day of 2026,
by and between CITY OF APACHE JUNCTION, ARIZONA, an Arizona municipal
corporation ("Apache Junction") and GfLA COUNTY, ARIZONA, an Arizona county
("Gila County"), collectively the "Parties".
RECITALS
A) The Parties are members of the Central Arizona Governments ("CAG") which
provides, since 1975, regional planning services to Gila and Pinal Counties, including
their seventeen incorporated cities and towns.
B) CAG is charged with the administration and distribution of funds obtained
through the Arizona Department of Housing for Community Development Block
Grants ("CDBG").
C) Each year the Parties are eligible for participation in the funding and
distribution process and the amount of funding available to each community depends
upon the number of communities making application for CDBG allocations.
D) The Parties believe that it is in their best interest to partner with another
participating CDBG community so that one community can make application in one
fiscal year and the other in the next fiscal year, resulting in each community receiving
larger sums in the year of participation so that each community can work on larger
projects which cannot be considered under normal funding circumstances.
E) CAG has authorized a procedure for switching funding years in fiscal years
2025 and 2026.
F) The Parties are empowered to enter into this intergovernmental agreement
("IGA") under the provisions of A.R.S. § 11-951, et seq.
AGREEMENT
NOW, THEREFORE, in consideration of mutual promises contained herein and
other good and valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the Parties agree as set forth below:
1
I. CAG Submittal: Pursuant to CAG rules and regulations and the method of
distribution established by CAG Regional Council, the Parties will submit required
documentation to CAG, together with a copy of this IGA, which will inform CAG that
the Parties will partner for purposes of funding rounds for fiscal years 2025 and 2026.
The Parties will for each funding year submit a letter of intent or non-intent to CAG
indicating that it is the intent of the Parties that Apache Junction will request funding
for projects for fiscal year 2025 and Gila County will request funding for projects for
fiscal year 2026. This will allow Apache Junction to receive double or increased funding
for fiscal year 2025 and will allow Gila County to receive double or increased funding
for fiscal year 2026.
Q. Term and Risk Acknowledgement: The Parties acknowledge that there is a
possibility of changes in Federal or State policy and/or funding in the future and that
each assumes said risk knowingly, understanding that funding levels may change
during the two (2) fiscal year term of this IGA. The Parties further understand that the
letter of intent filed in accordance with this IGA is valid for a period of two (2) fiscal
years and there shall be no authority to withdraw or modify such letter of intent after
April 1, 2026.
III. Application Compliance: The Parties shall be fully and solely responsible for
compliance with all rules and regulations applicable to the grant applications. Failure
to obtain funding or grants as a result of a community's failure to timely file
applications for grant funds shall not authorize relief from this IGA. This IGA shall
have a term of two (2) fiscal years from the date set forth above the Recitals.
IV. Payment of Fees: The Parties shall be responsible for payment of any fees
charged by CAG for work performed by CAG on behalf of that respective community
during the term of this Agreement.
V. Authority of Managers/Letter of Intent Deadlines: The Gila County Manager and
the Apache Junction City Manager are authorized to execute any and all documents
required to carry out the intent of this IGA. Each Party shall provide to the other Party
copies of the letter of intent required pursuant to Section 1 above prior to May 1, 2026,
together with any and all other documentation or records required to carry out the
provisions of this IGA.
VI. Conflicts of Interest: The provisions of A.R.S. § 38-511 relating to termination of
agreements due to conflicts of interest apply to this IGA.
VII. Notices: Notices shall be mailed to the Parties as follows:
2
City of Apache Junction
Robert Wisler, Management Analyst
300 E. Superstition Blvd.
Apache Junction, Arizona 85119
Gila County
Joshua Beck, Health and Community Services Department
1400 E. Ash Street
Globe, Arizona 85501
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
duly executed as of the day and year first written above.
CITY OF APACHE JUNCTION, ARIZONA,
an Arizona municipal corporation
By: Walter "Chip" Wilson
Its: Mayor
ATTEST:
Evie McKinney
City Clerk
GILA COUNTY, an Arizona county
By: Steve Christensen
Its: Chairman of the Board of Supervisors
ATTEST:
Charlotte Asrarynezami
Clerk of the Board of Supervisors
COUNSEL APPROVAL AS TO FORM:
I have read this Agreement and have determined such Agreement is in proper form and
is entered into within the powers of and authority granted under the laws of the State of
Arizona.
R.Joel Stern, Apache Junction City Attorney Date
Gila County Attorney's Office Date
Resolution No . 26mO4
Intergovernmental Agreement ( I A)
fnr CD Funding
City of Apache Junction
City Council
March 3 , 2026
HIS
, I4 -
B aC k9 rO lf ii u
%Nor
• Both Apache Junction and Gila County are members Central Arizona Governments (CAG )
• CAG administers CDBG funds through the Arizona Department of Housing (ADOH )
• Communities may enter into agreements to alternate funding years
• By alternating, one community can apply for a larger combined allocation in a single
yea r.
4f
Benefit
• Proposed Arrangement
• FY2025 Apache Junction applies for CDBG Funding
• FY2026 Gila Country applies for CDBG Funding
• Benefits to Apache Junction
• Opportunity to apply for a larger funding amount in FY 2025
• Stronger and more competitive application
• No change to federal compliance requirements
• Maintains regional partnership
1 4
f
J
Pntwot% mrnended
Staff recommends that the City Council :
Approve Resolution No . 26-04 authorizing the City to
enter into the IGA with Gila Country for CDBG allocations
Questions/ Comments ?
►P�"E�c�, City of Apache Junction, Arizona 300 E Superstition
Boulevard
_1 Agenda Item Cover Sheet Apache Junction,AZ
85119
Agenda Item No. 11.
'Piz File ID: 26-77
Sponsor: Mike Loggins Agenda Date: 3/3/2026
Index: In Control: City Council Meeting
Presentation, discussion, and possible direction to staff on initiating discussions and
negotiations with the Arizona Department of Transportation (ADOT)on the potential
relinquishment and transfer of jurisdiction of a portion of State Route 88 (Idaho Road)to the
City of Apache Junction.
City of Apache Junction,Arizona Page 1 Printed on 3/2/2026
Direction to staff on initiating discussions and
negotiations with ADOT on the potential transfer of
jurisdiction of a portion of State Route 88 ( Idaho Road )
to the City of Apache Junction
March 31 2026
Mckellips,Blvcl
.rillcction to staff on initiating discussions and negotiarrons w==, 4
on the potential transfer of jurisdiction of a portion of State ROUU. 6
11. (Idaho Road) to the City of Apache Junction
Lost Dutchman Blvd
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ADOT Maintained Roadway
o ADOT Signal Intersection
3 88l State Route 88
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f ® Apache Junction Municipal Boundary
Southern Ave Pinal County Island
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CITY COUNCIL MEETING ROLL CALL Date: 3 - 3-
Regular Executive
S:rj: E:7'N S:�:3� E: 'I'Oq -� ; 517 �
CITY COUNCIL: Present Ab/excu Present Ab/excu g
MAYOR WILSON V ✓ , � � U 3
VICE MAYOR SCHROEDER ✓
COUNCILMEMBER CROSS ✓
COUNCILMEMBER HECK V
COUNCILMEMBER JOHNSON ✓
COUNCILMEMBER NESSER ✓
COUNCILMEMBER SOLLER
TOTAL
CITY STAFF: Preset Ab/excu Additional City Staff:
City Manager Bryant Powell ✓� ✓ .�r,� ��� h
Assistant City Manager Matt Busby ✓ ✓
Econ Director Ryan Kaup ✓
Mrkt Comm Director Kayla Fulmer
Management Analyst Rob Wisler ✓
Management Analyst Eli Richardson
City Clerk Evie McKinney ✓ ✓
Deputy City Clerk Amy Greening
City Attorney Joel Stern ✓
Public Safety Director Michael Pooley
Public Safety Assistant Johnny John ✓
Dev Services Director Rudy Esquivias ✓ ✓,
Dev Sery Deputy Dir Sidney Urias ✓
Building Safety Mgr Adrian Alegria
IT Director Doug Wirthgen
Planner Erica Hernandez
Planner Nick Leftwich
PW/Water Director Mike Loggins ✓ �/
City Engineer Emile Schmid
PW Project Engineer Raquel Schatz
Municipal Judge Thomas McDermott
Finance Director Angelie Hawley I✓
Library Director Pam Harrison
Park& Rec Director Liz Langenbach
HR Director Anna McCray
S:\Templates& Forms\City Council\Roll Call -City Council -Attendance - Exec Session and Regular
Meeting.docx
City Council
VOTE - ROLL CALL
V`frf
ITEM # { MEETING OF
MOTION BY: Iliy'�.y'�l SECONDED BY:
NOTES:
YES NO ABSTAINED
CITY COUNCIL
COUNCILMEMBER HECK
COUNCILMEMBER NESSER 1/
COUNCILMEMBER CROSS
COUNCILMEMBER JOHNSON
VICE MAYOR SCHROEDER
COUNCILMEMBER SOLLER
MAYOR WILSON
TOTAL UNA j
UNANIMOUS IN FAVOR OPPOSED ABSTAINED
TOTAL
SHEET 3
S:Templates&Forms/City Council/Vote Call—City Council
City Council
VOTE - ROLL CALL
ITEM # ��• 7J MEETING OF �l 3 zgZt,
MOTION BY: Cj SECONDED BY:
NOTES:
�b
YES NO ABSTAINED
CITY COUNCIL
COUNCILMEMBER CROSS
COUNCILMEMBER SOLLER
COUNCILMEMBER HECK
COUNCILMEMBER JOHNSON
VICE MAYOR SCHROEDER
COUNCILMEMBER NESSER
MAYOR WILSON
TOTAL
UNANIMOUS IN FAVOR OPPOSED ABSTAINED
TOTAL
SHEET 4
S:Templates&Forms/City Council/Vote Call—City Council
ate:_ f �o CITY OF APACHE JUNCTION
REQUEST TO SPEAK FORM
leas_, fill out completely and return to the City Clerk PRIOR to the conclusion of the City Managers Report portion of the
would like to speak on Agenda Item #:
would like to speak on a Non-Agenda matter regarding:
to you wish to speak before Council on this item? Yes_�� No Only If Necessary
,_I am in favor of the proposed Item. _ I am opposed to the proposed Item,
irst Name ast Name
,ddress City Zip Code
q!gin �
elephone Email address
his information will be used by staff for follow-up. if necessary Speakers shall make comments directly to the Mavor and City Co!:ncl�
then called up to speak at the podium.
tote: Call to the Public comments have a three minute limit and Public Hearing comments have a five minute limit.
.onsent for Minor to be Audio and/or Video Recorded-
as the parent/guardian of (minor(s)), a minor(s), agree to allow said
irnor(s) to appear and/or participate in the City of Apache Junction City Council Meeting. I further understand that this activity may be
udio and/or video recorded and I hereby consent to the minor being audio and/or video recorded during his/her participation with the
ke-lihood that their image will appear on cable TV and the internet video stream showing their participation, 4 R S ` "-602 ii A ,(c)
>igna o arent/Guardian Date
ate: �.-r;� CITY OF APACHE JUNCTION
REQUEST TO SPEAK FORM
lease `ill out completely and return to the City Clerk PRIOR to the conclusion of the Citv ManAar>r ,; Report portion cal 1r1t :i,_I
would like to speak on Agenda Item #:
would like to speak on a Non-Agenda matter regarding: __ 0 i .- -------- ---
to you wish to speak before Council on this item? yes_ No Only If Necessary ,
_{ am in favor of the proposed Item. _ l am opposed to the proposed Item.
N Mtt
irst Name Last Name
)PIN
l3�7 -S Lam,• 42- -S_ f
,ddress ;ity Zip Code
W3�03—
elephone Email address
his information will be used by staff for follow-up. ,f necessanv Speakers shall make comments directly to the Mayor and
/hen called up to speak at the podium
lote: Call to the Public comments have a three minute limit and Public Hearing comments have a five minute limit.
:onsent for Minor to be Audio and/or Video Recorded:
as the parent/guardian of (minor(s)i, a minor(s), agree to --illow sa��
iinorr.$) to appear and/or participate in the City of Apache Junction City Council Meeting. I further understand that this ,-ic,tivit�, may c)(
udio and/or video recorded and I hereby consent to the minor being audio and/or video recorded during his/her participation with thr�
kelihood that their image will appear on cable TV and the Internet video stream showing their participation .A.R S `> -602 ,A ; <+
signature of Parent/Guardian Date
CITY OF APACHE JUNCTION
dt' Mayor's Script
Regular Meeting
Tuesday, March 3, 2026
A. CALL TO ORDER
I would like to call this City of Apache Junction Council Meeting of March 3, 2026, to
order and ask everyone to put their cell phones on silent.
B. INVOCATION AND PLEDGE OF ALLEGIANCE
The invocation will be led by & the pledge by
C. ROLL CALL
Roll call
D. CONSENT AGENDA
As a reminder—All items under the Consent Agenda will be approved with one motion. If
a Councilmember wishes to remove an item for further discussion, the request will be
made prior to approving the consent agenda and will be moved to New Business.
1. Consideration of acceptance of agenda.
2. Consideration of approval of minutes of the regular meeting of February 17, 2026.
3. Consideration of approval of Resolution No. 26-08, a communications services
license agreement between the City of Apache Junction and Google Fiber Arizona,
LLC, to install, place, operate, maintain, operate, upgrade and repair the
communications network in, on, under, upon, along and across public highways
within City subject to the requirements of this agreement.
4. Consideration of approval of Resolution No. 26-06, a Resolution of the Mayor and
City Council of the City of Apache Junction, Arizona, designating Angelie Hawley the
Chief Fiscal Officer for officially submitting and certifying the accuracy of fiscal year
2027 expenditure limitation report to the Arizona Auditor General.
Do I have a motion on the consent agenda? Wait for Motion and 2nd
Roll Call
E. AWARDS, PRESENTATIONS AND PROCLAMATIONS
***Item 5 will be removed from the agenda this evening and moved to the March 17,
2026, meeting.
5. Presentation of 30-year Service Award to Liz Langenbach.
F. REGIONAL INTERGOVERNMENTAL UPDATES
6. Regional intergovernmental meeting updates from Council.
G. CITY MANAGER'S REPORT
7. City Manager's Report. Bryant to report
8. Presentation and Discussion on the status of the U.S. 60 Corridor
Study from Ironwood Drive to Kings Ranch Road.
Rob to report
9. Announcement of Current Events. Eli to report
H. PUBLIC HEARINGS
I. OLD BUSINESS
J. NEW BUSINESS
10. P , / nation and discussion on Resolution No. 26-04.
V' 1 O- JCkt, )-fl O JeJeremy to report
K. COUNCIL DIRECTt
11.Presentation, discussion and possible direction to staff on negotiations with ADOT.
Mike to report
L. SELECTION OF MEETING DATES, TIMES, LOCATIONS AND PURPOSES
M. CALL TO PUBLIC
I would like to remind everyone that the Call to the Public is a courtesy and not
required by law.
It is a time for the public to express requests, communications, comments and
suggestions.
Request to speak forms must be completed and handed to the city clerk before the
end of the city manager's report.
All issues shall be presented in a professional manner without personal attacks.
Under the open meeting law the COUNCIL CANNOT ENGAGE IN DISCUSSION on the
issues presented, but may respond to criticism and may direct staff to follow up
with the speaker directly and/or place this matter on a future agenda for council
discussion.
There is a three-minute limit for each speaker.
Does Council have any requests of staff to follow up on?
N. ADJOURNMENT— I adjourn this meeting.
9F
03.03.2026
Consent Agenda Item No.s 1-4
1 MOVE THAT the consent agenda be accepted as presented,
AND
that authorization be granted to the mayor to sign the agreement between the City of
Apache Junction and Google Fiber Arizona LLC.
Item No. 11 — Direction To Staff
MOVE THAT direction to staff be given to initiate discussions and possible
negotiations with the Arizona Department of Transportation for the potential
relinquishment and transfer of jurisdiction of a portion of State Route 88 (Idaho Road) to
the City of Apache Junction.
03.03.2026
Consent Agenda Item No.s 1-4
1 MOVE THAT the consent agenda be accepted as presented,
AND
that authorization be granted to the mayor to sign the agreement between the City of
Apache Junction and Google Fiber Arizona LLC.
Item No. 11 — Direction To Staff
MOVE THAT direction to staff be given to initiate discussions and possible
negotiations with the Arizona Department of Transportation for the potential
relinquishment and transfer of jurisdiction of a portion of State Route 88 (Idaho Road) to
the City of Apache Junction.