AN ORDINANCE GRANTING A NON-EXCLUSIVE RIGHT TO TELEPORT COMMUNICATIONS NEW YORK OR ITS SUCCESSOR TO INSTALL FIBER OPTIC CABLE IN CERTAIN PUBLIC RIGHTS-OF-WAY IN THE TOWNSHIP OF MAHWAH.

WHEREAS, Teleport Communications New York (hereinafter "TCNY"), a wholly owned affiliate of AT&T Corporation, has requested permission to install fiber optic telecommunications cable in the public rights-of-way of the Township of Mahwah by attaching such cable to poles owned by public utilities located in the public rights-of-way in the Township of Mahwah; and

WHEREAS, TCNY is a competitive telecommunications carrier authorized to provide service by the New Jersey Board of Public Utilities (BPU) and the Federal Communications Commission (FCC); and

WHEREAS, the Township of Mahwah desires to grant permission for such use of the public right-of-way upon payment by TCNY of a reasonable annual license fee and posting of certain safeguards for the protection of the general public.

BE IT ORDAINED by the Township Council of the Township of Mahwah, County of Bergen, State of New Jersey, as follows:

Section 1. Findings and Conclusions. The Township has reviewed all documentation regarding TCNY's request for use of the municipality's public road rights-of-way and feels that it is in the best interest of the residents of the Township of Mahwah to grant said request.

Section 2. Grant of Consent. The Township Council of the Township of Mahwah hereby consents to the non-exclusive use of its rights-of-way by TCNY to lease or obtain for telecommunications facilities existing conduit space. The conditions for the parameters of said use are subject to the provisions of this Ordinance. In the event that TCNY violates any provision of this Ordinance, the Township of Mahwah will give it notice of such violation and allow TCNY thirty (30) days to cure the violation unless additional time is granted by the Township Council. In the event TCNY does not cure the violation in the prescribed time, appropriate action will be taken on behalf of the Township which may include, but is not limited to, court intervention and the voiding of this Ordinance.

Section 3. Conditions of Grant of Public Street Right-of-Way. The grant of the consent to non-exclusive use of the public road right-of-way is subject to the following conditions:

A. The facilities shall be installed in existing underground conduit and/or on to existing utility poles in the public right-of-way.

B. That TCNY, its successors and assigns, adhere to all applicable Federal, State, and Local laws.

C. That such permission be and is hereby given upon the condition that TCNY shall obtain all applicable permits which may be required by the Township.

Section 4. Continuing Obligation of TCNY. TCNY will notify the Township of the proposed location of its cable prior to installation. TCNY shall perform any work so as to reasonably minimize interruptions in street and sidewalk traffic and public and private business, to avoid congestion, environmental degradation, undue cost, inconvenience, and reduction in property values.

Section 5. Territory. The consent granted by this Ordinance shall apply to the entirety of the Township of Mahwah. All questions of municipal boundary location, rights and interests in property, federal, state, county and/or other governmental or quasi-governmental rights, privileges, and/or interests in real estate, shall be investigated and researched at TCNY's own cost and expense. The Township shall never be under any obligation to perform investigations or research, conduct or prosecute proceedings, expand legal fees or pay the charge of engineers, surveyors, title searches or others, or otherwise take any steps to define, delineate, establish or clarify the boundaries or rights of the Township.

Section 6. Compliance with Zoning and Other Ordinances. The foregoing consent is and at all times shall be subject to full and complete compliance with all lawful Township ordinances and regulations.

Section 7. No Interest in Township Property. No easement, title in fee, leasehold or other interest in real estate, nor any other interest in property of the Township is hereby granted.

Section 8. Fee. TCNY agrees to pay the Township in consideration of the rights and privileges granted to TCNY, on an annual basis an annual license fee of One Hundred ($100.00) Dollars per mile, or portion thereof, of TCNY fiber optic cable located in the public road right-of-way within the Township with a minimum annual fee of Five Hundred ($500.00) Dollars. All payments due to the Township hereunder shall be made prior to the first installation of cable and thereafter on or before February 1st (of each succeeding year as long as any cable remains in the Township rights- of-way. Any failure to accurately make the payment called for on or before March 1st of the said year will result in the automatic revocation of the non-exclusive right granted hereby, unless cured in accordance with Section 2 hereof.

Section 9. Conditions of Construction.

a) Restoration. Should TCNY disturb any public or private pavement, street surface, curbs, gutters, sidewalks, driveways, above or below ground utilities, lines, fixtures, equipment or other facilities, or trees, shrubs, or other landscaping or surfaces in the natural topography or any other matter whatsoever, TCNY shall, at its sole cost and expense, reasonably repair, restore and replace any things so disturbed in not less than as good condition as existed prior to each disturbance. In doing so, TCNY shall comply with all applicable ordinances, resolutions, laws, rulings, requirements for securing street opening permits, and regulations. All restoration is to be completed in accordance with the relevant ordinances, resolutions, laws, rulings, or regulations and shall be completed within thirty (30) working day of the work unless a longer period is specifically permitted by the applicable ordinance, resolution, law, ruling or regulation.

b) Relocation. If, at any time during the period of this consent, the Township shall alter or change the grade of any public street: or highway, or alter or change the location of grade of any public water or sewer facility, or other utility facility, TCNY upon reasonable notice by the Township shall at its own expense, remove, relay, and relocate its cables, equipment or other facilities.

c) Temporary Removal of Cables. TCNY shall, for the purpose of and upon request of the Township, at TCNY's sole expense, temporarily raise, lower or remove its cables and associated facilities in order to facilitate the moving of buildings, equipment, vehicles and machinery and to accommodate other like circumstances. TCNY may suggest alternatives to the temporary removal of cable, where such temporary removal may cause a disruption of services or otherwise interfere with the expectations of its customers. However, the Township retains the right to make the final decision regarding said cable removal.

Section 10. Underground Lines. TCNY shall respond, when requested, to mark out underground lines, within forty-eight (48) hours of the request.

Section 11. Liability Insurance. During the term of the use of the Township's rights-of-way, TCNY shall deliver to the Township and maintain in force, at its sole expense, a Comprehensive General Liability Insurance policy or policies naming the, Township of Mahwah as an additional insured and insuring against loss by any such claim, suit, judgment, execution or demand in the minimum amount of Five Million ($5,000,000.00) Dollars covering bodily injury and property damage for each occurrence and in the aggregate.

The insurance carrier must be acceptable to the Risk Manager of the Township of Mahwah and shall be authorized to do business in the State of New Jersey. TCNY shall assure that no such policy of insurance shall be canceled without a minimum of thirty (30) days notice to the Township, or greater notice if required by regulations of the New Jersey Department of Insurance. The Township shall have the right to increase the amount of Comprehensive General Liability Insurance and to alter the terms of insurance called for under this section.

Section 12. Indemnity. TCNY shall indemnify, defend and hold the Township of Mahwah harmless from all demands, claims, liabilities, suits, losses, injuries, damages, judgments, payments, expenses and costs of every kind, nature and description, expressly including counsel fees, cost of suit, cost of discovery, experts and witnesses and amount paid in settlement (collectively, "Claims") arising out of or in connection with the use by TCNY, its agents, employees, guests, licensees or invitees of the Township's right-of-way.

Section 13. Limitation. This Ordinance is solely for TCNY's use of the Township's said rights-of-way for the erection and maintenance of fiber optic telecommunications cable.

Section 14. Time Period. The grant of rights under this Ordinance shall be for a period of ten (10) years but may be extended or renewed for additional periods by Ordinance adopted by the Township.

Section 15. Severability. Should any provision of this Ordinance be determined invalid by a court or administrative tribunal of competent jurisdiction, such determination shall not affect the remaining provisions.

Section 16. Captions. The captions and titles assigned to the sections of this Ordinance are for convenience and reference only, and are in no way to be construed as defining, limiting or modifying the scope or intent of the various provisions of this Ordinance.

Section 17. Law Changes. In the event applicable law shall, during the term hereof, modify any provision of this Ordinance, the Ordinance shall be automatically modified to incorporate the change.

Section 18. Effective Date. This Ordinance shall take erect immediately upon final passage and publication according to law and upon receipt by the Township of TCNY's written acceptance of the terms hereof.