Riverside City Council
November 5, 2024

DEVELOPMENT AGREEMENT AMENDMENT #1This Development Agreement Amendment #1 (“Amendment”) to the Agreement (as defined below) is made on __________________, 2024 (“Amendment Effective Date”), by and between the City of Riverside, California, a municipal corporation ("City") and SiFi Networks Riverside LLC, a Delaware limited liability company ("SiFi"). Unless otherwise defined herein all capitalized terms shall have the same meaning ascribed to them in the Agreement.WHEREAS, the City and SiFi entered into that certain Development Agreement dated May 17, 2022 (the “Agreement”); WHEREAS, the Parties have agreed to certain construction methodologies in Exhibit A and SiFi has certain obligations; and WHEREAS, the Parties herein wish to amend the Agreement to append Exhibit A with additional “E-Design” design and construction techniques and to add certain other obligations for SiFi as specified herein. NOW THEREFORE, the Parties mutually agree to amend the Agreement as follows: As of the Amendment Effective Date, SiFi and the City hereby amend the Agreement asfollows:The attached hereto Exhibit A is appended at the end of Exhibit A attached to theAgreement.Section 1.1 is hereby amended by adding the following definitions:• “Crossing” means a Microtrenching running perpendicular to the street with amaximum width of .75”.• “E Design Street” means• a street less than 45’ wide with speed limit at 40 mph or below• a street that hasn’t been treated (slurry or new asphalt pavement)within the last 5 yearsThe following sentence is deleted in its entirety from Section 3.2: “All permits shallprovide for and allow standard work hours daily from 7am to 3:30pm local time.” and areeffectively replaced with Subsection 7.2(xi) (below).Section 4.1 is amended as follows:• Subsection (iv) is renumbered as subsection (v).• The following new subsection (iv) is inserted: “City agrees that Exhibit Aconstruction techniques shall also apply to recently paved streets where SiFiwill be allowed to Microtrench on both sides of such streets in compliance withExhibit A.”The following subsections are hereby added to Section 7.2:Hours of operation. City agrees that SiFi and its contractors will perform theirNetwork related work during normal hours from 7 am to 7 pm but limited to from8:30 am to 3:30 pm for arterial streets. Any network-related work near schools,hospitals, during special events, on holidays, etc. will be subject to City advancewritten approval, which approval shall not be unreasonably withheld, delayed or conditioned. SiFi will maintain Crossings until the earlier of (i) the tenth (10th) year anniversary from the commencement of Construction or (ii) the date City begins a street improvement project. Crossing repair will follow City Standards and be repaired within seven (7) working days of City notification per an asphalt based crack filler with overband (Crafco or Maxwell) over all defective Crossings. If pothole develops directly due to Sifi Crossings, SiFi’s contractor will repair such pothole with hot mix asphalt. (xi) If the integrity of the existing pavement directly adjacent to SiFi’s MicrotrenchCrossing is substantially compromised from its original condition as a direct resultof the SiFi’s Microtrench Crossing, the SiFi’s contractor will make any reasonablynecessary repairs.(xii) E Design will not be allowed on any street that is protected under the City 5-yearmoratorium policy. SiFi will be allowed to perform Microtrenching on both sidesof street for FON.(xiii) Hours of operation. City agrees that SiFi and its contractors will perform theirNetwork related work during normal hours from 7 am to 7 pm but limited to from8:30 am to 3:30 pm for arterial streets. Any network-related work near schools,hospitals, during special events, on holidays, etc. will be subject to City advancewritten approval, which approval shall not be unreasonably withheld, delayed orconditioned.(xv) City Pavement Maintenance and Street Construction Projects (“City Projects”).Subject to an advance written notice of at least six (6) months received by SiFifrom City regarding any planned City Projects, SiFi will use commerciallyreasonable efforts to prioritize Network construction in the affected areas ahead ofsuch City Projects to minimize impacting newly resurfaced streets.2. Unless amended herein, all other terms and conditions of the Agreement remain in full forceand effect.[SIGNATURES FOLLOW] IN WITNESS WHEREOF, the Parties have executed this Amendment and hereunto set their hands and seals as of the date written below: CITY OF RIVERSIDE ATTEST: a California municipal corporation By: By: Name: Name: Title: Title:Dated: _________________, 2024APPROVED AS TO FORM: By: Name: Title: SIFI NETWORKS RIVERSIDE LLC,a Delaware limited liability company By: Name: Ben Bawtree-Jobson Title:CEODated: _________________, 2024 EXHIBIT A E-DESIGN TYPICALS [SEE ATTACHED TWO (2) PAGES]