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Dec 15 O0 04:07p La~ O{Fices 3147272414 2. Grant. The City hereby grants to America~ the nonexclusive right, privilege~ and license for the Construction, Maintenance, m~d Removal of the Facilities under any and all Public \Vays during the Ternr. Both parties recognize that said grant does not authorize American to provide cable television services or open video services, as defined pursuant to 47 U.S.C. Section 5731 w4thin the corporate limits of the City. Except as otherwise provided in this Agreement, American shall bear the entire cost and expense of all Construction, Maintenance. and Removal of the Facilities and American shall hold the City harmless thereon. The route shall be as set out in the map attached hereto as Exhibit A mid incorporated herein, unless otherwise amended in ~witing signed by both parties. 3. Construction. American may effect Construction of the Facilities (or any part thereof) on the Public Ways only after approval thereof has been given, or deemed given, by the City Director of Public Wurks, which approval shall not be tinreasonably witl~eld. The Cily Director of Public Works shall notify American in writing of his or her approval or disapproval of the proposed construction of the Facilities in the Public Ways within forty-five (45) days alter delivery by American to the City Director of Public Works of plans and specifications therefor. Americm~ agrees that Construction of the Facilities in the Public Ways shall be done in such locations and in such manner so as not to ul~reasonably intedbre with existing water, gas, sewer pipe, traffic signal, street iight and other utilities and conduits in the Public Ways. All Construction shall be underground. American shall comply with all reasonable directions of the City Director of Public Works in connection with Construction of the Faciletics. The City Director of Public Works shall have full access to all portions of the Facilities and may issue stop work orders and corrective orders to prevent unauthorized work; provided, however, that the Director shall first provide American reasonable notice prior to such access and allow m~ Americm~ employee or agent to accompany the Director at the time of soch access. Unless this Agreement provides otherwise, American may construct, maintain and/or remove Facilities necessary to provide services to its customers or to interconnect with other telecom~r~unications provider facilities without prior consent from the City, but American will obtain all necessary permits and authorizations fi'om the City Director of Public Works prior to commencing any Construction: Rendoval; or Maintenance which disturbs or blocks vehicular traffic in the Public Ways. 4. Maintenance and Sal'ety Requirements. American shall: (a) At all times employ the highest degree of care and shall use cnnamonly accepted nnethods and devices for preventing failures and accidents which arc