FRANCHISE AGREEMENT This agreement is made and entered into as of this _______ day of __________________, ________ by and between the (municipality) a (state) Municipal Corporation with offices at (address) and (Franchisee) a (state) business corporation with its principal offices at (address) . WHEREAS, any providers of (service) or facilities in the Public Right-of-Way will be required to obtain a license or franchise, which may be granted only by the municipality as (give statute/legal information that gives municipality right to issue franchise agreement) . WHEREAS, the (municipality) is concerned that the construction of new utility facilities by multiple firms may have an adverse impact upon the community unless facilities are constructed pursuant to an overall plan that manages the use of Public Right-of-Way. WHEREAS, the Franchisee has requested a franchise from the (municipality) to authorize the use of the Public Right-of-Way for the Franchisee to construct, install, maintain and operate its (description of items in Right-of-Way) and related facilities for (purpose of being in Right-of-Way) . WHEREAS, the (municipality) is authorized to and should establish standards for occupancy of the Rights-of-Way by utility facilities and other uses that are consistent with and recognize the (municipality’s) duties and jurisdiction; and WHEREAS, the (municipality’s) standards included in this ordinance are designed to:

A. Acknowledge that Right-of-Ways are a unique and limited resource;

B. Understand that Right-of-Ways are critical to the travel and transport of persons and property;

C. Promote the ideal that Right-of-Ways are intended for public purpose and not be managed

and controlled;

D. Adequately reimburse the (municipality) for occupancy of the Rights-of-Ways by Facilities;

E. Fully protect the public and the (municipality) from any harm caused by

private commercial use of Rights-of-Way, including, but not limited to, reducing the risk of loss of service or personal or property injury from errant excavation;

F. Protect the regulatory authority of the (municipality) in a manner consistent

with federal and state law; and

G. Otherwise protect the public interest in and promote the development and coordinated use of utilities and public services entities to the enhancement to the health, welfare and general economic well being of the municipality; and

H. Promote the entry of utility service providers on a competitively neutral manner, maximize

the available space for such providers by requiring coordination, collocation and planned construction of infrastructure in the Rights-of Way.

WHEREAS, the (municipality) may adopt new or revised comprehensive plans or ordinances for licensing or franchising these providers of (service) that will minimize the risk of adverse public consequences from the construction undertaken by these new entrants into the Right-of-Way and whether the Franchisee agrees to adhere to all components of these plans or ordinances; and NOW, THEREFORE, in consideration of the premises and their mutual promises and undertakings herein, the parties, intending to be legally bound, hereby agree as follows: SECTION 1. GENERAL 1.1 Preservation of Police Power Authority. Any rights granted to Franchisee pursuant to

this Franchisee are subject to the authority of the (municipality) to adopt and enforce ordinances necessary to the health, safety and welfare of the public.

A. Franchisee promises to become and remain in good standing a corporation registered to

do business in the State of _______________, and pay all taxes or fees applicable thereto. Franchisee further promises to maintain a reliable mailing address, with a named responsible individual person as necessary for consumer contact and a local agent for service of process, a toll free public telephone number, fax number and accessible e-mail address 24 hours a day, seven days a week for customer access. Currently, the pertinent information is:

Responsible official and mailing address: ____________________________________ Local agent, address for process: __________________________________________ Voice telephone: _______________________________________________________ Fax telephone: _________________________________________________________ E-mail: _______________________________________________________________ The voice and fax telephone numbers shall be personally staffed at least during normal business hours, Eastern time zone. Any changes to this information shall be stated in writing and sent to the Administering Officer, with copies to the (municipality) , referencing the title of this franchise, ordinance number and this Section.

1.2 Defined Terms. For purposes of this Franchise, the following terms, phrases, words and

their derivatives shall have the meanings set forth in this Section, unless the context clearly indicates that another meaning is intended. Words used in the present tense include the future tense, words in the single number include the plural number and words in the plural number include the singular. The words “shall” and “will” are mandatory and “may” is permissive. Words not defined shall be given their common and ordinary meaning.

A. “Affiliate” means each person, directly or indirectly, controlling, controlled by, or

under common control with the Franchisee; provided that Affiliate shall in no event mean any limited partner or shareholder holding an interest of less than 15 percent of

such Franchisee, or any creditor of such Franchisee solely by virtue of its status as a creditor and which is not otherwise an Affiliate by reason of owning a controlling interest in, being owned by, or being under common ownership, common management, or common control with, such Franchisee.

B. “Agency” means any governmental or quasi-governmental agency other than the

(municipality) , including the Federal Communications Commission and the (state) Public Service Commission.

C. “Annual Fee” means the per pole charge assessed by the (municipality) against (Franchisee) for placement of (facilities) on Municipal

Facilities.

D. “Commissioner of Public Works” shall mean the engineer or similar public official charged with the supervision of the Public Ways.

E. “Construction” shall mean the installation, construction and material expansion of the

Facilities; “Maintenance” shall mean the maintenance, operation, repair, replacement and non-material expansion of the Facilities; and “Removal” shall mean the permanent removal of the Facilities.

F. “Control” shall mean the power to control the business or affairs of a Person.

G. “Facilities” shall mean utilities, pipe, conduits, meters, hydrants, services,

communication cables, converters, radio equipment, electrical wiring or equipment, pull ropes, splice boxes, cabinets, hand holes, manholes, vaults, equipment, drain, surface location markers, appurtenances and related facilities owned by (Franchisee) and to be installed in the Public Right-of-Way of (municipality) and used by it in the provision of communication services.

H. “Gross Revenue” shall mean all cash, credits, property of any kind or nature or other

consideration actually received directly or indirectly by (Franchisee) , its affiliates, subsidiaries, parent and any person, firm or corporation in which (Franchisee) has a financial interest, or from any source whatsoever, arising from or attributable to the sale or exchange of (describe service) to subscribers with billing address in the (municipality) and received by (Franchisee) from direct customer billing or received by (Franchisee) from third party reseller customer billing or in any way derived from the operation of its system within the (municipality) , without any deduction whatsoever. Gross revenues shall not include: (list all revenue to exclude – usually this relates to non-recurring charges such as

installation of services, connection fees, etc.) .

I. “Laws” shall mean any and all statutes, constitutions, ordinances, resolutions, regulations, judicial decisions, rules, tariffs, administrative orders, certificates, orders, or other requirements of the (municipality) or other governmental agency having joint or several jurisdiction over the (Franchisee) or agents providing (service) , as may be in effect either as of the effective date or at any time during the presence of (service) in the Municipal Right-of-Way and Easements.

J. “Municipal Facilities” mean (municipality) owned utilities, roadways, drains, structures, street light poles, lighting fixtures, electroliers, or other (municipal) owned structures located within the Municipal Right-of-Way and may refer to such facilities in the singular or plural, as appropriate to the context in which used.

K. “Person” shall mean an individual, association, partnership, corporation or any other

legally recognized entity. L. “Public Ways” or “Right-of-Ways” shall mean the surface, the areas below the

surface, and the air space above the surface of any and all of the following within the corporate limits of the (municipality) during the Term; highways, roads, streets, lanes, alleys, paths, curbs, sidewalks, bridges, overpasses, underpasses, tunnels, parks, parkways, waterways, easements and any and all other public ways and public rights-of-way.

M. “Radios” means the Radio Network equipment to be installed and operated by

Franchisee hereunder as described and depicted in appendix (“Description”) attached hereto or any equipment, which substantially conforms to such equipment in size and design.

SECTION 2. GRANT OF AUTHORITY TO USE THE RIGHTS-OF-WAY

2.1 Franchises Non-Exclusive. This Franchise shall grant nonexclusive privileges to use the Rights-of-Way. The franchise shall grant (Franchisee) the right, privilege and authority to construct, operate, maintain, replace, acquire, sell, lease and use all necessary Facilities for (service) in, under, on, across, over, through, along or below the public Rights-of Ways located in the (municipality) , as approved under (municipality) permits issued pursuant to this franchise. The (municipality) specifically reserves the right to grant, at any time, such additional Franchises or other rights to use the Rights-of Way for any purpose and to any other person, including itself, as it deems appropriate, subject to applicable federal and state law.

2.2 Nature of Rights Granted by this Franchise. This Franchise shall not convey title,

equitable or legal, in the Rights-of-Way, and gives only the right to occupy Rights-of-Way, for the purposes and for the period stated in this Franchise and subject to the requirements herein. This Franchise does not excuse Franchisee from obtaining appropriate access or attachment agreements before locating its Facilities on another person’s Facilities located within the Rights-of-Way. Such agreements must be submitted as part of the permit process with the (municipality) . If Franchisee seeks to attach to facilities that are in the Right-of-Way, but currently not covered under this Franchise agreement, then (municipality) will not approve the request.

2.3 Grant. Franchisee is hereby granted the right and privilege to construct, operate, upgrade,

move, remove, reconstruct and maintain facilities in, through and along the (municipality)

right-of-way and utility easements for the purposes of supplying (service) on a nonexclusive basis within the (municipality) , subject, however, to the terms and conditions herein set forth within this Franchise and the Code, and all such special conditions as may be set forth in Exhibit A. At no time shall Franchisee allow use of its installed facilities by other service providers, unless approved by the Municipality. As a condition of this grant, Franchisee is required to obtain and is responsible for any

necessary permit, license certification, grant, registration or any other authorization required by any appropriate governmental entity, subject to Franchisee’s right to challenge in good faith such requirements.

This Franchise does not provide Franchisee the right to provide cable service or operate an

Open Video System. 2.4 Coordination. Franchisee promises to coordinate its activities with other utilities and

users of permitted areas scrupulously to avoid any unnecessary cutting, damage or disturbance to the public right of way and other permitted areas, and to conduct its planning, design, installation, construction and repair operations at all times so to maximize the life and usefulness of the paving and municipal infrastructure.

2.5 Use of Rights-of-Way; Police Powers; Franchisee’s Use Subordinate. The Franchisee

shall construct and maintain its Facilities in accordance with all applicable federal, state and local laws, including all permit requirements, and fee payments, and all other (municipality) codes and ordinances in effect as of the date of this Franchise or hereinafter adopted to the extent not in contravention of state or federal law. The (municipality) makes no express or implied representation or warranty regarding its rights to authorize the installation or construction of facilities on any particular segment of Rights-of-Way. The burden and responsibility for making all such determinations in advance of construction or installation shall be entirely upon the Franchisee. The use of the Rights-of-Way authorized by this Franchise shall in all matters be subordinate to the (municipality) use and rights therein and Franchisee shall be limited to such uses as have been expressly granted to Franchisee by the (municipality) .

2.6 No Interference. Franchisee shall construct and maintain its Facilities so as not to

interfere with other users of the Rights-of-Way. Except as may otherwise be provided, the Provider shall, prior to commencement of work, execute a (municipality) -approved resident-notification plan to notify residents affected by the proposed work. All construction and maintenance by Franchisee or its subcontractors shall be performed in accordance with industry standards.

2.7 Notification, Joint Installation and Collocation Requirements. Franchisee shall, prior

to any excavation or installation within the Rights-of-Way, provide sufficient notification and joint installation opportunity on a shared-cost basis to potential users of the Rights-of-Way as may be required by the (municipality) . Franchisee shall further make its installed facilities available to other Franchisees on a nondiscriminatory competitively neutral basis consistent with the requirements of federal law codified at § 47 U.S.C. 224.

2.8 Additional Facilities Requirements; Planned Infrastructure. When Franchisee installs

any new conduit, the Franchisee shall simultaneously install sufficient additional conduit or other related facilities (“Excess Conduit”) as may be determined by (municipality) Engineer in accordance with the Code. When sections of Franchisee’s conduit is installed simultaneously with another Franchisee, the cost of such sections of Excess Conduit shall also be cost shared among each Franchisee as may be established by the (municipality) . In no event shall any Franchisee that chooses to allow collocation in its Facilities do so in a manner that is competitively discriminatory or creates an obstacle to entry under the terms made available.

SECTION 3. TERM This Franchise shall be effective for a term of (years) year(s) from the effective date herein of this Franchise, subject to termination or forfeiture as provided herein, and two additional renewal periods of __________ years each on the same terms and conditions, unless either party notifies the other of its intention not to renew not less than thirty (30) calendar days prior to commencement of the relevant renewal term. However, if at any point (Franchisee) (i) expands its services beyond the authorized Services, excluding short-term product awareness and promotional campaigns, or similar changes (“New Service”) and (ii) derives meaningful or substantial revenue there from, it must notify the (municipality) of such plans prior to the implementation of the New Service and negotiate in good faith with the (municipality) any necessary amendments to this Agreement to avoid interruption of the Services. This Agreement to negotiate in good faith on the part of the (municipality) does not constitute a promise or guarantee that an agreement for New Service will be reached. If the (municipality) rejects the New Service then (Franchisee’s) use shall continue in accordance with the terms of this Agreement. SECTION 4. COMPENSATION – APPLICATION AND FRANCHISE FEES

4.1 Application Fees. This franchise shall only be issued after submission of an application and payment of a non-refundable application fee as prescribed by the (municipality) . Franchisee shall also be responsible for payment of any reasonable costs incurred by (municipality) in processing these applications or in adapting or executing this Agreement for use by Franchisee to the extent such costs exceed the application fees paid. The (municipality) may provide for the waiver of these application fees and/or of franchise fees for use of the Rights-of-Way by other governmental entities where such waiver is deemed by the (municipality) to be in the public interest.

4.2 Franchisee Responsible for Costs. The Franchisee shall be responsible for all reasonable

costs borne by the (municipality) that are directly associated with its installation, maintenance, repair, operation, use and replacement of its Facilities within the Rights-of-Way, that are not otherwise accounted for as part of the Permit fee established pursuant to the ROW Ordinance. All such costs shall be itemized and the (municipality’s) books and records related to these costs shall be made available upon request to the Franchisee. Franchisee shall be responsible for its own costs incurred removing or relocating its Facilities when required by the (municipality) due to (municipality) requirements relating to maintenance and use of the Rights-of-Way for the (municipality) purposes.

4.3 Notice of Charges. Except as otherwise required by law, not portion of the compensation

paid to the (municipality) under this Agreement shall be separately charged, identified or designated on any bill or invoice to any customer or user of the services provided by (Franchisee) .

FEE OPTIONS

4.4 Franchise Fees. Franchisee shall pay to the (municipality) as monthly

compensation for the use of the Rights –of-Way pursuant to this Franchise a Franchise Fee to the (municipality) equal to _________ percent of monthly Gross Receipts, but in no event shall the monthly Franchise Fee be less than the sum of:

4.4.1 $ _______ for the first mile of linear Facilities, or part thereof, plus $ _______ per Linear Foot thereafter up to a monthly charge under this subsection of $ _______, and

4.4.2 $ _______ for each (list item if attached to municipal facility) in the Rights-of Way

but not less than $1,000.

Provided, however, no such minimum charge shall be imposed during the first _______ months after the use of the Rights-of Way have been authorized by the (municipality) .

A. Wording for costs based on a per length or unit charge

1. Commencing on the effective date of this Agreement, the Franchisee shall pay to the Municipalities a permit fee as consideration for the construction ROW access permit required as part of this Agreement, a one time fee of (i) $ _______; plus (ii) $ _______ per linear foot for pole mounted installation and $ _______ per linear foot for underground installation; and (iii) $ _______ per foot for any underground crossing of a Town roadway. Subsequent permit applications for extensions to existing service lines will be charged only the unit fee (per foot costs) as the permit charge.

2. The Franchisee shall also pay a yearly fee for administration and maintenance of

$_______ and $_______ per foot for pole mounted wire and $_______ for underground installation. Any perpendicular crossing under public roadways requires a yearly maintenance fee of $_______ per linear foot.

B. Certain services require attachment to municipal owned items (such as poles, buildings,

water towers, etc.)

Annual _______ Attachment Fee. As compensation for the use of Municipal Facilities, (Franchisee) shall pay to the (municipality) an annual fee (the “Annual Fee”) of __________ for the use of each municipal facility upon which the ____________ has been installed pursuant to the agreement. The aggregate annual fee with respect to each year of the term shall be due and payable not later than forty-five (45) days after each anniversary of the Installation Date. The (municipality) represents and covenants that it owns all municipal facilities for the use of which it is collecting the Pole Attachment Fee from (Franchisee) .

C. There are other forms of compensation that can be used, such as free services and/or to

provide facilities dedicated to municipal use The (municipality) may consider other forms of compensation as proposed by either the (municipality) or Franchisee. However, there is no obligation by the (municipality) or Franchisee to accept other forms of compensation unless agreed to by both parties. Municipal Subscriber Program. In consideration of (municipality) execution of this agreement, the (municipality) shall have the right throughout the term of this agreement to __________ free basic service subscriptions. Municipality Owned Facilities. (Franchisee) shall provide and install _______ for and on behalf of the Municipality at no cost to the Municipality as more specifically set

forth in Exhibit C attached hereto which facilities are hereinafter referred to as the “Municipality Facilities”. The Municipality Facilities shall be installed along side and concurrently with _______ Facilities along the full length of the Franchise route. The Municipality Facilities shall be owned by the Municipality and available for its use. Once the Municipality Facilities have been satisfactorily installed in accordance with the plans and specifications approved by the Municipality and accepted by the Municipality, __________ shall not be responsible for maintenance thereof.

4.5 Bundled services. Franchisee expressly acknowledges and agrees that to the extent it markets “bundled” services, including combination of services that may be subject to this Franchise and also a Cable Television Services Franchise, it will fairly reflect to the Municipality an appropriate and reasonable division of services among the various services offered based on the actual value of each separate service. Whether or not Franchisee separates services on a Subscriber’s bill, it will provide to the Municipality the amounts upon which it will pay the telecommunications Franchise Fee and any other applicable taxes or fees based on the provision of communications service, and the amounts upon which it will pay the Cable Television 5% Franchise Fee. Should Franchisee engage in billing practices that, in the determination of the Municipality, do not fairly reflect an appropriate split of Communications Services and Cable Television Services the Municipality will notify Franchisee in writing of its determination. The parties will meet and discuss in good faith whether the billing practices result in an unfair payment of fees to the Municipality. If the parties do not agree on an appropriate method of determining which charges are subject to Communications Service fees and which are subject to the Cable Television Service Franchise Fee, the parties may subject the dispute to arbitration, or may resort to other methods of dispute resolution, including litigation. Taxes or fees which are not paid on the appropriate division of bundled services receipts, when ultimately paid, will be subject to all interest and penalties provided by the applicable Agreements. If Franchisee also holds a Cable Television Franchise, any fee that could be attributed to Gross Receipts under this Franchise or alternatively “Gross Revenues” under a Cable Television Franchise shall be deemed to be subject to the higher franchise fee rate.

4.6 Timing of Payment of Franchise Fees. Unless otherwise agreed to in writing, all

Franchise Fees shall be due and payable on a monthly basis with (days) calendar days of the close of each month for which the payment applies (the “due date”).

4.7 Interest on Late Payments and Under Payments. If any Franchise Fee, or any portion

thereof, is not postmarked or delivered on or before the due date, interest thereon shall accrue from the due date until received, at the rate of one and one-half percent per month or at such other maximum rate as may be allowable by Law.

4.8 Maintain Records. Franchisee shall at all times maintain complete and accurate books of

account and records of the business, ownership and operations of the Franchisee with respect to the System in a manner that allows the (municipality) to determine whether the Franchisee has properly calculated its Franchise Fee in compliance with this Ordinance. Should the (municipality) reasonably determine that the records are not being maintained in such manner, the Franchisee shall correct the manner in which the books and/or records are maintained so that the Franchisee comes into compliance with this section. All financial books and records which are maintained in accordance with FCC regulations and the regulations of any governmental entity that regulates utilities in (state) and generally accepted accounting principles shall be deemed to be acceptable

under this section. Such books and records shall be maintained for a period of at least three years.

4.9 Right of Inspection. The (municipality) or its designated representatives

shall have the right to inspect, examine or audit during normal business hours and upon reasonable notice, all documents, records or other information that pertains to the System and/or Franchisee’s Franchise Fee obligations under this Franchise. In addition to access to the records of franchisee for audits, upon request, franchisee shall provide reasonable access to records necessary to verify compliance with the terms of this Franchise.

4.10 Taxes; Franchise Fee Not a Tax. The Franchise Fees required herein shall be in addition

to, not in lieu of, all taxes, charges, assessments, licenses, fees and impositions otherwise applicable that are or may be imposed by the (municipality) . The Franchise Fee is compensation for use of the Rights-of-Way and shall in no way be deemed a tax of any kind.

4.11 Duty to Notify Municipality of Resellers. Within 30 days of the Franchisee carrying any

Communications of any Reseller Service Provider through Franchisee’s Facilities, Franchisee shall notify the (municipality) of the name and address of such Reseller Service.

SECTION 5. PERMITS AND CONSTRUCTION STANDARDS

5.1 Permits Required. Prior to the installation, placement or removal of any conduits, cables or pole lines, or the start of any other type of construction on the (municipality) right-of-way, the Franchisee shall, pursuant to the requirements of existing or subsequently enacted (municipality) ordinances, obtain all permits from, and pay all fees to, the (municipality) Building Department. The (municipality) grant of this License does not release from any obligations to obtain applicable local, state and federal permits and approvals necessary to install, construct, operate, maintain, repair, reconstruct, use and inspect Facilities. Prior to commencing any construction in the License Area, shall provide the (municipality) with satisfactory evidence that it has obtained all necessary permits, including but not limited to, shoreline management permits for the installation of Facilities along the entire length of the License Area.

5.2 Plan Submittal.

A. The Franchisee shall submit all construction plans to the Administrating Officer for review and approval. The location of Facilities within public way shall be subject to review of all existing and future conflicts and the final location shall be as determined by the (municipality) .

B. Any conduits, cable or pole lines installed or placed without first obtaining necessary

permits shall be removed within 30 days written notice of the (municipality) . Failure to comply will result in (municipality) taking ownership of said line and if the (municipality) decides to remove said Facilities, the cost of removal shall be paid by the Franchisee.

5.3 Maps and Records.

The Franchisee shall produce and maintain complete set of “as-builts”, including but not limited to horizontal and vertical profiles, within 30 days after construction of any portion of the system; comply with all applicable laws, regulations and codes promulgated for the protection of the public. The “as-builts” shall be completed using the latest version the (municipal mapping service) an submitted to the (municipality) before the system shall be put in service. All costs associated with this work are the responsibility of the Franchisee.

5.4 Facility Location and Standards.

A. The rights of under this License in addition to conditions specified elsewhere in this License are contingent upon the occurrence of the following conditions:

1. That submit to the Municipal Administration Agent or designee, detailed

plans relating to precise locations proposed for installation of Facilities, what those Facilities will be and the proposed construction schedule;

2. That obtain approval by the Municipal Administration Agent or designee

relative to precise location as well as approval of the plans and specifications for construction and the restoration of affected property.

B. The Municipal Administration Agent or designee may require that facilities

be installed at a particular time, at a specific place or in a particular manner as a condition of access to a particular portion of the Franchisee Area and may remove or require removal of any Facility that is not installed in compliance with the requirements established by the (municipality) or which is installed without prior (municipality) approval of the time, place or manner of installation and charge __________ for all of the costs associated with removal.

C. The (municipality) may impose as a condition of the granting of any

permit or approval such conditions and regulations as may be necessary to the management of the public right-of-way including, by way of example and not limitation, for the purpose of protecting any improvements in the public right-of-way, maintaining proper distance from other utilities, for the proper restoration of such public rights-of-way and structures, for the protection and restoration of private facilities and improvements within the License Area and for the protection of the (municipality) and the public and the continuity of pedestrian and vehicular traffic.

D. The (municipality) reserves the right to limit or exclude Franchisee’s

access to a specific route, public right of way or other location when, in the judgment of the Administering Officer, there is inadequate space, a pavement cutting moratorium, subject to the requirements of applicable law, unnecessary damage to public property, public expense, inconvenience, interference the (municipality) utilities, or for any other reasonable cause determined by the Administering Officer, provided, it shall do so consistent with the federal Telecommunications Act of 1996.

E. shall provide reasonable notice to owners or other persons in control of

property abutting the License Area prior to commencing any work or construction which will affect access to such property or otherwise impact such property or the private or public improvements within the License Area. shall promptly repair or replace any and all public rights-of-way, public property or private property

that is disturbed or damaged during the construction, operation or repair of ‘s Facilities and any such affected property shall be restored to a condition as good or better as existed just prior to the disturbance or damage.

F. All trees, landscaping and grounds removed, damaged or disturbed as a result of the

construction, installation, maintenance, operation, repair or replacement of _____________ Facilities shall be replaced or restored to as good or better condition as existed prior to the performing of the work.

G. All facilities shall be constructed underground unless approved by the Administering

Officer. The (municipality) finds that overhead lines and other above ground wire Facilities adversely impact upon the public use and enjoyment of such areas. The (municipality) reserves fight for Franchisee, as a condition of its new installation or major maintenance or restoration construction activities, to underground its Facilities. Poles, underground cables or other facilities of the System shall be placed between the property line and the curb, gutter or street line of all streets and shall not be within the roadway pavement. Underground cables shall have consistent alignment parallel with the edge of pavement, a minimum thirty-six inch (36”) depth of cover for the paved portion of roadways, a twenty-four inch (24”) to thirty inch (30”) depth of cover in all areas except the paved portion of roadways, and shall have a two (2) foot horizontal clearance from other underground utilities and their appurtenances. The lowest wire on any poles placed in any right-of-way used by vehicle traffic generally shall not be less than eighteen (18) feet from the ground. All road crossings shall be bored or pushed. As part of the permit application, the Franchisee must show the (municipality) all Agreements and approvals from pole owners within the (municipality) ROW if facilities are to be placed on these structures.

H. The Franchisee shall not in any way displace, damage or destroy any sewer, sidewalk,

water main, pipe or any other facilities belonging to the (municipality) or to any third party who placed such facilities therein by express authority of the (municipality) . The Franchisee shall be liable for the cost of any repairs made necessary by any such displacement, damage or destruction and shall pay such costs upon demand.

I. The Franchisee shall, at its own cost, replace and repair without delay any sidewalk,

street, alley, highway, waterway, bridge, utility or other public or private place that has been excavated, broken, removed, displaced or disarranged in the conduct of its construction, maintenance and operation of any portion of the System, or as a result of the deterioration of any portion of the System, and restore the same to as good a condition as the same existed prior to the Franchisee commencing its work. Upon failure of the Franchisee to do so twenty (20) days after written notice by the (municipality) , the (municipality) may make such repairs and replacements as it deems reasonably necessary, and the Franchisee shall pay all costs of such repairs and replacements. The Franchisee shall, as directed by the Commissioner of Public Works, maintain any repairs necessitated for a period of two (2) years following the date of such repair or for a period of time corresponding to the remaining life of the damaged Facility.

J. The (municipality) shall use all proper and reasonable care in connection

with any work which it may do in, over, under and across any street, alley, highway,

waterway, bridge, easement or other public or private place in seeking to prevent harm, damage or injury to persons or property there from. Restoration of the working area shall be complete and to the satisfaction of the (municipality) .

K. In an emergency, as determined by the (municipality) , when the

Franchisee or its representative is immediately unavailable or unable to provide the necessary immediate repairs to any portion of the System that is damaged or malfunctioning or to any faults or settled or sunken areas that may develop in any area over, around or adjacent to same, the (municipality) , when apprised of such an emergency, shall have the right to make the repairs with the total cost of same being charged to the Franchisee.

L. The (municipality) shall have access at any time to any manholes of the

Franchisee, provided the (municipality) has given the Franchisee reasonable prior notice so that the Franchisee can have trained Franchisee personnel present when the (municipality) makes its access to any such manholes. Subject to the foregoing, the (municipality) , in the proper exercise of its municipal powers and duties with respect to its public streets and other ways, shall have access to all manholes of the Franchisee in such streets and other ways.

5.5 Information, Inspections and Performance Guarantees

A. Franchisee promises to supply and maintain updated, at no cost, any information

requested by the Administering Officer to coordinate municipal functions with Franchisee’s activities and fulfill any municipal obligations under state law. Said information may include an installation inventory, location of existing or planned facilities, maps, plans, operational date, and as-built drawings of Franchisee’s installations. This information may be requested either in hard copy and/or electronic format compatible with the (municipality) data base system, as now or hereafter existing, including the (municipality) geographic information service (GIS) data base. Franchisee shall keep the Administering Officer informed of its long-range plans for coordination with the (municipality) long-range plans.

B. The parties understand that state law limits the ability of the (municipality) to

shield from public disclosure any information given to the (municipality) . Accordingly, the parties agree to work together to avoid disclosures of information which would result in economic loss to Franchisee because of anticipated mandatory disclosure requirements to third persons.

C. Franchisee promises all of its property and facilities shall be constructed, operated and

maintained in good order and condition and in accordance with good engineering practice. In connection with the civil works of Franchisee’s system, such as, but not limited to, trenching, paving, compaction and locations, Franchisee promises to comply with the (municipality) Design Specifications thereto, all as now or hereafter amended.

D. Franchisee promises its system shall comply with the applicable federal, state and local laws and the International Electric Safety and Building code where applicable.

E. The (municipality) reserves the right to reasonable inspect and approve all

of Franchisee’s installations, now or hereafter, and Franchisee shall pay all charges for

inspection, but no action or inaction shall create any duty or obligation by the (municipality) to inspect or approve any installation. Additionally, when deemed necessary, but not more than once every three (3) years, the Administering Officer may require the Franchisee to furnish a verified certificate by an independent professional engineer that he/she has inspected Franchisee’s installations in the public right of way, and that the facilities are reasonably protected from damage and injury, and the system is maintained in accord with good engineering practice any applicable legal system standards.

F. Security Device to Insure Performance. At least ten (10) days prior to performing

any work in any of the Franchise Area, Franchisee shall file with the (municipality) Planning/Public Works Department a performance bond, security device or escrow in form and amount acceptable to the (municipality) securing the performance of and compliance with all provisions of the Franchise and shall maintain such security device or escrow account in full force and effect until such time as the (municipality) approves the work as complete. In the event Franchisee shall fail to substantially comply with any one or more of the material provisions of this Franchise, then there shall be recovered jointly and severally from the principal and surety of such security device or escrow account any damages suffered by (municipality) as a result thereof, including the full amount of any compensation, indemnification, or cost of removal or abandonment of Facilities, up to the full amount of the said bond, surety device or escrow account said condition to be a continuing obligation for the duration of the License and thereafter until Franchisee has discharged all of its obligations within the (municipality) which may have arising from the acceptance of this License by (municipality) or from its exercise of any such privilege herein granted. The Performance Bond, security device or escrow account filed in accordance with the requirement of this section shall be in the amount of one and one half times the estimated cost of construction. In the event of substantial change in volume of street space occupied by the Facilities, the (municipality) may permit or may require a corresponding change in the amount of such bond, security device or escrow account.

SECTION 6. FACILITIES FOR MUNICIPALITY USE AND BY OTHERS

6.1 At such time when Franchisee is constructing, relocating or placing ducts or conduits in right of way or other permitted areas, the Administering Officer may require Franchisee to provide the (municipality) with additional (service facilities) and related structures necessary to access the conduit at mutually convenient locations. In such event, the parties further agree that the (municipality) access points to the fiber in Franchisee’s system shall be at least sufficient to permit municipal access for municipal needs, provided that:

A. The (municipality) enters into a contract with the Franchisee. The contract

rates to be charged should recover the incremental costs of Franchisee or shall be negotiated with consideration of the Franchisee Fee. If the (municipality) makes the additional duct or conduit and related access structures available to any other entity for the purposes of providing telecommunications or cable television service for hire, sale or resale to the general public, the rates to be charged, as set forth in the contract with the entity that constructed the conduit or duct, shall recover at least the fully allocated costs of Franchisee. Franchisee shall state both contract rates in the contract. The Administering Officer shall inform the Franchisee of the use, and any change in

use, of the requested duct or conduit and related access structures to determine the applicable rate to be paid by the (municipality) .

B. Except as otherwise agreed by Franchisee and the (municipality) , the

(municipality) agrees that the requested additional duct or conduit space and related access structures will not be used by the (municipality) to provide competing services for hire, sale or resale to the general public.

C. The (municipality) shall not require that additional duct or conduit space

be connected to the access structures and vaults of the Franchisee.

6.2 In an effort to minimize the number of facilities with the (municipality) right-of-way, the disruption of traffic and roadway destruction, the Franchisee shall enter into joint use Agreements with the (municipality) and other parties who are expressly authorized by the (municipality) to use its rights-of-way provided such agreements are satisfactory to the Franchisee. Nothing herein contained shall mandate that the Franchisee enter into joint use agreements.

SECTION 7. REMOVAL OR RELOCATION OF FACILITIES

7.1 The Franchisee shall remove or relocate the Facilities it has installed, without cost or expense to the (municipality) , if such removal or relocation is at the request of the (municipality) , if and when made necessary by (i) any change of grade, alignment or width of any street;(ii) any changes to the (municipality) water system, storm sewers or sanitary sewers; (iii) construction, maintenance or operation of any other (municipality) underground or aboveground facilities; (iv) because the Franchisee’s facilities are interfering with or adversely affecting proper operation of (municipality) or third party owned light poles, traffic signals or other municipal facilities; and/or (v) to protect the public health or safety.

7.2 Said removal or relocation shall be completed within (days) days following written

notification by the (municipality) , or such shorter period as the Commissioner may reasonably direct in the event of an emergency. In the event Franchisee fails to remove or relocate its Facilities within such period, (municipality) may cause the same to be done, without further notice to Franchisee and to charge Franchisee for the proposed costs to be incurred or the actual costs incurred by the (municipality) at the (municipality) standard rates. Upon the receipt of a demand for payment by the (municipality) , Franchisee shall promptly reimburse the (municipality) for such costs.

7.3 If the (municipality) determines that the project necessitates the relocation of

Franchisee’s facilities, the (municipality) shall:

A. At least (days) days prior to the commencement of such improvement project, provide Franchisee with written notice requiring such relocation; and

B. Provide Franchisee with copies of pertinent portions of the plans and specifications for

such improvement project and a proposed location for Franchisee’s facilities so that Franchisee may relocate its facilities in other (municipality) Rights-of-Way in order to accommodate such improvement project.

C. After receipt of such notice and such plans and specifications, Franchisee shall complete relocation of its facilities at least (days) days prior to commencement of the (municipality) project at no charge or expense to the (municipality) . Relocation shall be accomplished in such a manner as to accommodate the (municipality) project.

7.4 Franchisee may, after receipt of written notice requesting a relocation of its facilities,

submit to the (municipality) written alternatives to such relocation. The (municipality) shall evaluate such alternatives and advise Franchisee in writing if one or more of the alternatives is suitable to accommodate the work which would otherwise necessitate relocation of the facilities. The Franchisee shall submit at its sole cost and expense additional information to assist the (municipality) in making such evaluation. The (municipality) shall give each alternative proposed full and fair consideration. In the event the (municipality) ultimately determines that there is no other reasonable or feasible alternative, Franchisee shall relocate its facilities as otherwise provided in this Section. The provisions of this Section shall survive the expiration or termination of this franchise agreement.

7.5 If such removal or relocation is at the request of or the convenience of a third party,

Franchisee shall not be responsible for any costs or expenses for such removal or relocation, however all costs and expenses shall be prepaid, or financially guaranteed, at any time before construction commences. The (municipality) for its own and on behalf of any third party, will cooperate and issue, on an expedited basis, all Permits necessary to enable Franchisee to relocate its Facilities without disruption to its services.

7.6 Franchisee shall, after the removal or relocation of its Facilities, at either its own cost or

the cost of third persons, repair and return the Public Right-of-Way on which the Facilities had been located to a safe and satisfactory condition in accordance with the generally applicable construction standards and specifications established by (municipality) . Should Franchisee remove or relocate its Facilities in the Public Right-of-Way, it shall give (municipality) not less than ten (10) days prior written notice of its intent to do so. Before proceeding with removal or relocation work, Franchisee shall obtain such additional Permits as may be required by the (municipality) .

7.7 The provisions of this Section shall in no manner preclude or restrict Franchisee from

making any arrangements it may deem appropriate when responding to a request for relocation of its facilities by any person or entity other than the (municipality) , where the facilities to be constructed by said person or entity are not or will not become (municipality) -owned, operated or maintained facilities, provided that such arrangements do not unduly delay a (municipality) construction project.

SECTION 8. ABANDONMENT OF FACILITIES

8.1 If any portion of Franchisee’s Facilities covered by this Permit is formally abandoned, it shall notify (municipality) in writing at least (days) days in advance and Franchisee shall remove the Facilities at its own expense or, at the municipality) sole option, may abandon some or all of the Facilities in place. Except for facilities authorized by the (municipality) to remain in place, Franchisee shall remove all such facilities from the Public Right-of-Way within (days) days from the discontinuance of service over such facilities. In the event Franchisee fails to remove its Facilities within such period, the (municipality) may cause the same to be done, without further notice and to charge

Franchisee the actual costs incurred by the (municipality) at the (municipality) standard rates. Upon the receipt of a demand for payment by the (municipality) , Franchisee shall promptly reimburse the (municipality) for such costs.

SECTION 9. UNDERSTANDING OF AGREEMENT TERMS, CONDITIONS, RIGHTS

OF WAIVERS

9.1 Acknowledgement.

A. Franchisee acknowledges that it is proceeding at its own financial risk in electing to install Facilities without knowing what regulations, requirements and charges, if any, the (municipality) may attempt to impose, pursuant to the Telecommunications Ordinance, upon expiration of this Agreement, upon new or existing franchisees authorized to provide communications or other services.

B. Replacement Franchise. It is anticipated by the parties that a Regulatory Right-of-

Way Ordinance will be adopted and/or amended throughout the term of this agreement. The (municipality) will prepare and present to Franchisee a proposed Ordinance which is consistent with the applicable requirements of such regulatory ordinance as may be adopted by the (municipality) . The (municipality) and Franchisee agree to enter into negotiations in good faith to reach agreement on the terms and conditions of this Franchise Agreement consistent with the requirements of the newly adopted Ordinance. When deemed necessary by the Municipality, upon adoption of such Franchise Ordinance, this Agreement shall terminate and a new Franchise Agreement be substituted.

Option: Municipality may want to have language read that there is no negotiating after adoption/amendments to ROW/Telecom ordinances; simply state that Franchisee must comply with any new law.

C. Except as specifically set forth herein to the contrary, the (municipality) and

Franchisee each reserve all rights under law, including any right either may have to impose and challenge, respectively, any and all franchise regulations, requirements and charges which the (municipality) may promulgate in the course of developing its referenced comprehensive plan for franchising new and existing providers of communications services.

9.2 Assignment/Transfer. Franchisee may not assign all or any portion of its rights, benefits

and privileges in or under this License except upon the prior written approval of the (municipality) . Franchisee shall no later than (days) days prior to the date of any proposed assignment file with the (municipality) a written notice of its intent to assign, together with the Assignee’s written acceptance of all terms and conditions of the Franchise and promise of compliance. An assignment for purpose of this License is any transfer by which:

A. All or a portion of the Facility is sole or assigned (except a sale of assignment that

results in a removal of a particular portion of Facilities from the Franchise Area); B. There is any change, acquisition, or direct or indirect transfer of control of the

Franchise; or

C. The rights and/or obligations held by Franchisee under this Franchise are transferred, sold, assigned or leased in whole or in part directly or indirectly to another party; or

Prior approval by the (municipality) is not required if:

A. The proposed change in control merely results in a transfer of control from another entity that is 100% owned by a direct parent of the Franchisee; and

B. Such parent provides an unconditional guarantee of performance of the Franchise by

the Transferee affiliate or parent; and

C. The new companies remain fully liable to the (municipality) for its obligations under this License; and

D. Franchisee provides notice of such change of control to the (municipality) .

The requirements of this section shall not be deemed to prohibit the use of Franchisee’s property as collateral for security in financing the construction or acquisition of all or part of Franchisee’s Facilities. However, no such arrangement may be made if it would in any respect, under any condition, prevent Franchisee or any successor from complying with this Franchise and applicable law. Any mortgage, pledge or lease shall be subject to and subordinate to the rights of the (municipality) under this Franchise and other applicable. Law.

9.3 Indemnification.

A. Franchisee agrees to indemnify and hold harmless the (municipality) , its trustees, elected and appointed officers, agents and employees (collectively referred to as (municipality) ) from and against any and all claims, demands or causes of action of whatever kind or nature and the resulting losses, costs, expenses, reasonable attorney fees, liabilities, damages, orders, judgments or decrees sustained by the (municipality) or third party arising out of, or by reason of, or resulting from, or of the acts, errors, or omissions of Franchisee or its agents, independent contractors, or employees related to or in any way arising out of the construction, operation or repair of Franchisee’s facilities.

B. In the event any claim, suit or action for such damages be presented to or filed with the

(municipality) , the (municipality) shall promptly notify Franchisee and Franchisee shall have the right at its election and at its sole cost and expense to settle and compromise such claim or defend the same at its sole cost and expense by attorneys of its own election.

C. In the event that Franchisee refuses a tendered defense of any claim, action or suit by a

third party and if Franchisee’s refusal is subsequently determined by a Court having jurisdiction (or such other tribunal that the parties shall agree to decide the matter) to have been a wrongful refusal, then Franchisee shall pay all of the (municipality) reasonable costs for defense of the action including all legal costs, witness fees and attorney fees and also including the (municipality) reasonable costs, including all legal fees, witness fees and attorney fees for recovery under this indemnification clause. If Franchisee or its insurer wrongfully refuse to defend the (municipality) an against claims by third parties, Franchisee or its insurer shall indemnify the (municipality) for

any settlement made by the (municipality) if such settlement is made after notice and Franchisee does not promptly agree to defend the (municipality) against such claim. The provisions of this Section shall survive the expiration or termination of this Agreement. Franchisee, by accepting this Franchise agrees to release the (municipality) from and against any and all liability and responsibility in or arising out of the construction, operation or maintenance of these Facilities and agrees not to sue or seek any money or damages from the (municipality) in connection with the above-referenced matters.

9.4 Waiver of Claim

A. Franchisee waives any and all claims, demands, causes of action, and rights it may assert against the (municipality) on account of any loss, damage, or injury to any Facility installed by the Franchisee or any loss or degradation of the Services as a result of any event or occurrence which is beyond the reasonable control of the (municipality) . Actions by Persons other than the (municipality) or its corporate authorities, officers or employees shall be deemed beyond the reasonable control of the (municipality) .

B. Limitation of (municipality) Liability. The (municipality) shall

be liable only for the cost of repair to the Franchisee’s damaged Facility arising from the negligence or willful misconduct of (municipality) , its employees, agents, or contractors.

D. Survival of Terms . The provisions of this Section will survive the expiration or

earlier termination of the Agreement or its renewal. SECTION 10. INSURANCE

10.1 During the life of this Agreement the Franchisee shall provide, pay for and maintain with companies satisfactory to the (municipality) the types of insurance described herein. All insurance shall be from responsible companies duly authorized to do business in the State of ____________ and having a financial rating in Best’s Insurance Guide of B+ Class VI or better. All liability policies shall provide that the (municipality) is an additional insured as to the operations under this Agreement and shall provide the severability of interest provision. The required coverage must be evidenced by properly executed Certificates of Insurance. The Certificates must be manually signed by the authorized representative of the insurance Franchisee. Thirty (30) days advanced written notice by registered or certified mail must be given to the (municipality) of any cancellation, intent not to renew or reduction in the policy coverage.

10.2 The limits of coverage of insurance required shall be not less than the following:

A. Workers’ Compensation and Employer’s Liability Insurance Workers’ Compensation – State Statutory Requirements Employer’s Liability - $1,000,000 limit each accident $1,000,000 limit disease accident $1,000,000 limit disease each employee

B. Comprehensive General Liability

Bodily injury and property damage - $5,000,000 combined single limit each occurrence

C. Automobile Liability

Bodily injury and property damage - $5,000,000 combined single limit each accident

10.3 Filing of Certificates and Endorsements. Prior to the commencement of any work pursuant to this Agreement, Franchisee will file with the (municipality) the required original certificates of insurance with endorsements, which must state the following:

A. The policy number; name of insurance Franchisee; name and address of the agent or

authorized representative; name and address of insured; project name; policy expiration date; and specific coverage amounts;

B. That the (municipality) shall receive thirty (30) days prior notice of

cancellation; C. That Franchisee’s Commercial General Liability insurance policy is primary as

respects any other valid or collectible insurance that the (municipality) may possess, including any retentions the (municipality) may have; and any other insurance the (municipality) might possess will be considered excess insurance only and will not be required to contribute with this insurance; and

D. That Franchisee’s Commercial General Liability insurance policy waives any right of

recovery the insurance Franchisee may have against the (municipality) .

The certificates of insurance with endorsements and notices shall be mailed to the (municipality) at its corporate address.

SECTION 11. NOTICES

11.1 Methods of Notice. All notices which shall or may be given pursuant to this Agreement will be in writing and delivered personally or transmitted:

A. Through the United States mail, by registered or certified mail, postage prepaid; B. By means of prepaid overnight delivery service; or

C. By facsimile or email transmission, if a hard copy of the same is followed by delivery

through the U.S. mail or by overnight delivery services as just described, addressed as follows:

if to the municipality: ________________________

Attn: Director of Public Works ________________________ ________________________ if to the Franchisee:

________________________ ________________________ ________________________

11.2 Date of Notices; Changing Notice Address. Notices shall be deemed given upon receipt in the case of personal delivery, three (3) days after deposit in the mail, or the next business day in the case of facsimile, email, or overnight delivery. Either party may from time to time designate any other address for this purpose by written notice to the other party delivered in the manner set forth above.

SECTION 12. TERMINATION

12.1 Notice of Default and Time to Cure . This Agreement may be terminated by either party upon forty-five (45) days prior written notice to the other party upon a default of any material covenant or term by the other party, which default is not cured within forty-five (45) days of receipt of written notice of default (or, if such default is not curable within forty-five (45) days, if the defaulting party fails to commence such cure within forty-five (45) days or fails thereafter diligently to prosecute such cure to completion), provided that the grace period for any monetary default shall be ten(10) days from receipt of notice. Except as expressly provided, the rights granted under this Agreement are irrevocable during the term.

12.2 In the event the Franchisee: (i) violates any of the material provisions of this Agreement,

unless such violation results from a cause beyond the Franchisee’s control; (ii) the Franchisee ceases to operate the system within the (municipality) for any consecutive period of 180 days during the life of this Agreement, except for causes beyond the Franchisee’s control; or (iii) is precluded by governmental authority from charging the franchise fee provided in this Agreement to its customers and it provides the (municipality) with written notice of its desire to terminate this Agreement, the (municipality) at its option, may forthwith declare a forfeiture and termination of, and revoke and cancel all rights granted this Franchise. In the event of such termination, the Franchisee shall, within a reasonable time following demand by the (municipality) an remove or abandon the System (the method which shall be approved by the (municipality) ) and take such steps as are necessary to render every portion of the System remaining within the public rights-of-way of the (municipality) safe, and shall thereupon be deemed to have abandoned same in its entirety; and the same shall thereupon become the sole property of the (municipality) without payment to the Franchisee. If the (municipality) requires the removal of all, or parts of the System, the Franchisee is obligated to comply.

SECTION 13. MISCELLANEOUS PROVISIONS

13.1 Binding Effort. This agreement shall be binding upon, and insure to the benefit of parties hereto and their respective permitted successors and assignees.

13.2 Entire Agreement. This Agreement state the entire agreement between the parties and

supersedes all prior agreements and understandings, whether oral or written, between the

parties with respect to the subject matter hereof, and may not be amended or modified except by a written instrument executed by the parties hereto.

13.3 Choice of Law. This Agreement shall be governed by, and interpreted according to, the

laws of the State of New York, without giving effect to the principles of conflicts of law. No claim, demand, action, proceeding, arbitration, litigation, hearing, motion, or lawsuit arising from, related to, or connected with this Agreement shall be commenced or prosecuted in any jurisdiction other than courts of the State of New York, and any judgment, determination, order, finding, or conclusion reached in any other jurisdiction shall be null and void between the parties hereto.

13.4 Construction of Agreement. The section headings in this Agreement are for convenience

or reference only and shall neither be deemed to be a part of this Agreement nor modify, define, expand or limit any of the terms or provisions hereof. Words and definitions in the masculine, neuter or feminine gender shall also be read as though in either of the other genders.

13.5 Severability. Any provision of this Agreement which is invalid, illegal, or unenforceable

in any manner in any jurisdiction shall be, as to such jurisdiction, ineffective to the extent of such invalidity, illegality, or unenforceability without in any way affecting the validity, legality, or enforceability of the remaining provisions hereof, and any such invalidity, illegality, or unenforceability in any jurisdiction shall not invalidate or in any way affect the validity, legality, or enforceability of such provision in any other jurisdiction.

13.6 Consents. No consents or approval required of any party pursuant to this Agreement shall

be unreasonably withheld or delayed.

13.7 Representations and Warranties. Each of the parties to this Agreement represents and warrants that it has the full right, power, legal capacity, and authority to enter into and perform the parties’ respective obligations and that such obligations are binding upon such party without the requirement of the approval or consent of any other person or entity, except as provided by this agreement.

IN WITNESS WHEREOF, and in order to bind themselves legally to the terms and conditions of this Use Agreement, the duly authorized representatives of the parties have executed this Use Agreement as of the Effective Date. DATED for reference purposes this __________ day of __________________, 20___. (Franchisee) . By: _____________________________________________ Corporate Seal Name: _____________________________________________ Title: _____________________________________________ Date: _____________________________________________ (Municipality) . By: _____________________________________________ Name: _____________________________________________ Title: _____________________________________________ Date: _____________________________________________