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FEDRAC PKT 07-22-2014 Ý·¬§Ý±«²½·´ ÚñÛÜñÎßÝ ×ÒßÒÝÛÝÑÒÑÓ×ÝÛÊÛÔÑÐÓÛÒÌÛÙ×ÑÒßÔÚÚß×ÎÍÑÓÓ×ÌÌÛÛ ÅÚÛÜÎßÝÃ Ì«»¼¿§¬Ö«´§îîÚ»¼»®¿´É¿§Ý·¬§Ø¿´´ ìæíð°ò³òØ§´»¾±Î±±³ îðïì AGENDA 1. CALL TO ORDER 2. PUBLIC COMMENT 3. COMMITTEE BUSINESS Action * Topic Title/Description Presenter Pageor Discussion ßÓñÍæÖîîôîðïìÌòÝîß A. ÐÐÎÑÊßÔÑÚ×ÒËÌÛÍËÓÓßÎÇËÔÇÎÑÆ×ÛÎÝÌ×ÑÒ éñîîÝ±³³·¬¬»» ÆÙôÔÔÝòÚÑßÌòÚëß B. ßÇÑÎÑËÐÎßÒÝØ×ÍÛÎÜ×ÒßÒÝÛÓÛÒÜÓÛÒÌ×ÝØÌÒÛÎÝÌ×ÑÒ èñïîÝ±«²½·´øÚ·®¬Î»¿¼·²¹÷ ÆÙôÔÔÝòÝÔßÌòÚéß C. ßÇÑÎÑËÐÑÒÜË×ÌÛßÍÛÙÎÛÛÓÛÒÌ×ÝØÌÒÛÎÝÌ×ÑÒ èñïîÝ±«²½·´Ý±²»²¬ ÎÎßòßçÜ D. Û×ÓÞËÎÍÛÓÛÒÌÛÍÑÔËÌ×ÑÒÎ×ÉÑÑÔß×ÍÝËÍÍ×ÑÒ ÍÝÞßòßïëÜ E. ßÚÛÕÛÛÐ×ÒÙÑÚÛÎÌ×Ú×ÝßÌÛÍßÒÜÑÒÜÍÎ×ÉÑÑÔß×ÍÝËÍÍ×ÑÒ ÍÎßòßïéÜ F. ÝÑÎÛÛÐÑÎÌÎ×ÉÑÑÔß×ÍÝËÍÍ×ÑÒ ÖîðïìÓÚÎßòßèéß G. ËÒÛÑÒÌØÔÇ×ÒßÒÝ×ßÔÛÐÑÎÌÎ×ÉÑÑÔßÝÌ×ÑÒ èñïîÝ±«²½·´Ý±²»²¬ Êßòßïðîß H. ÑËÝØÛÎÍÎ×ÉÑÑÔßÝÌ×ÑÒ èñïîÝ±«²½·´Ý±²»²¬ Ò±¬»æ ß¼¼·¬·±²¿´ ³¿¬»®·¿´ ³¿§ ¿´± ¾» ¼·¬®·¾«¬»¼ º±® ®»ª·»©ñ¿½¬·±² ¼«®·²¹ ¬¸» ³»»¬·²¹ 4. OTHER: A. Performance Audit?? (Ade’ & Amy Jo) 5. FUTURE AGENDA ITEMS: 6. NEXT MEETING: Ì«»¼¿§¬ßîêôîðïì ËÙËÍÌ Ý·¬§Í¬¿ººæ Ý±³³·¬¬»»Ó»³¾»®æ Ü·²·Ü«½´±ôÝ¸¿·®ß¼»ß®·©±±´¿ô Ú·²¿²½»Ü·®»½¬±® Þ±¾Ý»´µ·Ì®«¼§Ý®±¦·»®ôÛ¨»½«¬·ª»ß·¬¿²¬ î Ó¿®¬·²Ó±±®»îëíèíëîëîé City Council Finance/Economic Development/Regional Affairs Committee Tuesday, June 24, 2014 Federal Way City Hall 5:30 p.m. Hylebos Conference Room SUMMARY Committee Chair Dini Duclos called the meeting to order at 5:30 p.m. 1. Call to Order: Committee Chair Dini Duclos, Committee Member Bob Celski Committee Members in Attendance: and Committee Member Martin Moore Deputy Mayor Jeanne Burbidge, Councilmember Susan Honda, Elected Officials in Attendance: Councilmember Kelly Maloney Finance Director, Ade’ Ariwoola; Chief of Staff, Brian Wilson; Assistant Staff Members in Attendance: City Attorney, Peter Beckwith; PACC Project Director, Ken Miller; Community Services Manager, Jeff Watson; Executive Assistant to the Mayor, Kathy Arndt; and Executive Assistant to the Finance Director, Trudy Crozier None 2. Public Comment: 3. COMMITTEE BUSINESS: Council Topic Title/Description Placement N/A A. Approval of Minutes/Summary: June 24, 2014 Committee Motion to approve as presented. Motion second and carried 3 – 0. Action Only ACTION B. Home Investment Partnerships Program Inter-Local Agreement 7/1 Council Mr. Watson presented his item; giving background to the Home Investment Partnerships Consent Program Inter-Local Agreement. He stated the reason for bringing this item before the council was to renew or not renew the 2015 through 2017 Home Investment Partnerships Program Inter-Local Agreement. Discussion took place and the committee inquired as to who attends the JRC meetings, what cities are part of the Consortium of King County, costs and risks, and the possibility of a local Consortium, to which Mr. Watson responded. Motion to approve and forward to the July 1, 2014 Council meeting. Motion seconded and carried 3-0. ACTION C. Toys R Us Demolition Project, Change Order #1, Demolish the Building Concrete Slab and Haul 7/1 Council Away Consent Mr. Miller presented his findings and provided background as to the decision to propose Change Order #1. Discussion took place regarding the cost of the entire project and the projected savings it would provide. Questions were asked by the committee, to which Mr. Miller responded. Motion to approve and forward to the July 1, 2014 Council Meeting. Motion seconded and carried 3 – 0. ACTION D. Ordinance: Amending FWRC 12.45 Taxicabs 7/1 Council Mr. Beckwith presented the proposed ordinance that would allow the City of Federal (First Reading) Way to go back to the 1991 ‘Adopt by Reference’ King County code that regulates Taxis’. Motion to approve as presented and forward to the July 1, 2014 Council meeting for approval. Motion seconded and carried 3 – 0. í FEDRAC SUMMARY June 24, 2014, Page 2 of 3 ACTION E. Resolution: Inter-Fund Loan for Performing Arts and Conference Center 7/1 Council Mr. Ariwoola presented his report, and explained that the purpose of this resolution is a Business self-funded, three year, temporary loan to get a project started, and provided background to the Inter-Fund Loan. He discussed the financial advantages this Inter- Fund Loan would have for the city. Questions were asked by the committee, to which Mr. Ariwoola responded. Discussion ensued surrounding the repayment schedule of this Inter-Fund Loan. Mr. Ariwoola explains the City’s current repayment schedule of bonds. Committee requests that this topic be placed on Council Business instead of Consent. Motion to approve as presented and forward to the July 1, 2014 Council meeting for approval. Motion seconded and carried 3 – 0. ACTION F. Ordinance: 2014 Budget Adjustment 7/1 Council Mr. Ariwoola presented the proposed ordinance that would allow for having separate (First Reading) accounts instead of all the money in a General Fund. He continued to explain the benefits of segregating accounts. Adopting this ordinance would address the following questions: How much have we put into this fund? How much have we paid out? How much is left? Motion to approve as presented and forward to the July 1, 2014 Council meeting for approval. Motion seconded and carried 3 – 0. N/A G. Washington State Auditor’s Office (SAO) Entrance Conference Discussion Mr. Ariwoola briefed the counsel regarding the State Auditor’s Office (SAO) Entrance Conference. The (SAO) Entrance Conference is a way of telling us the (SAO) is here. Mr. Ariwoola explained the following audits: Accountability Audit, Financial Statement Audit, and the Single Audit. He stated that these audits will be finished before the end of July 2014. Councilmembers inquired about how the audit is going, conclusions and recommendations, to which Mr. Ariwoola responded favorably. Discussion ensued surrounding a Performance Audit. The committee asked that a five minute presentation/discussion of a Performance Audit be placed on next month’s agenda. N/A H. How to Inform the Citizens on the City’s Current Tax Structure Discussion Mr. Ariwoola distributed the memo ‘Evaluating City’s Taxes’ which summarizes the city’s current tax structure. The committee commends Mr. Ariwoola for the memorandum he wrote ‘Evaluating City’s Taxes’. Committee members respond favorably to the memorandum and state that the memorandum is easy to read, understand, and very useful. They are enthusiastic about using and sharing this data in a variety of ways and forums. Mr. Ariwoola lead a discussion on the memorandum ‘Evaluating City’s Taxes’ and the purpose for bringing it before the committee. The committee asks that a power point be created to be used at a full council meeting, referred to during the budget process, and uploaded to the web page. The committee inquired as to when the budget process will begin. Mr. Ariwoola responded, once the budget ordinance is approved then a report will be generated breaking out the funds, and presented at a meeting in July or August 2014. The committee asks that this discussion be placed on Council’s Agenda Setting meeting. ì FEDRAC SUMMARY June 24, 2014, Page 3 of 3 I. N/A Score Update Discussion Mr. Ariwoola presented his report and stated that SCORE is in the process of setting the Only rate for the non-members for 2015. What the City Of Federal Way pays is based on the number of beds consumed in the previous year. Discussion ensued surrounding how SCORE sets their rate and whether the cost is competitive. Mr. Ariwoola explained how the rate is set in a comparable market and what it is costing them in labor costs. Mr. Wilson provided background regarding the fluctuation of the SCORE population. J. CONSENT Monthly Financial Report for May 2014 Mr. Ariwoola presented and focused on the new additions to this report located on 7/1/2014 page 129; such as, the Debt for City Of Federal Way. This section identifies how much we really owe; who we owe; and what is our capacity. Mr. Ariwoola explained the meaning and requirements of councilmanic and how it applies to the payment of debts. Committee members inquired about debts owed and the schedule of payments, to which Mr. Ariwoola responds. Mr. Ariwoola stated that the Community Center is doing very well. Their revenue is ahead of the budget, and their spending is below the budget. Discussion took place regarding PACC’s funding. The committee inquired how the Financial Report will identify the sources of funding for PACC, to which Mr. Ariwoola responded. Motion to forward approval of the May 2014 Monthly Financial Report to the July 1, 2014 consent agenda for approval. Motion seconded and carried 3 – 0. K. CONSENT Vouchers 7/1/2014 Mr. Ariwoola presented the vouchers for the review of the committee. The Committee inquired about the Refund for Unused COPS Grant, pg149, to which Mr. Ariwoola responds, we were not able to spend the money before the Grant expired. Discussion took place regarding Verizon Wireless, pg 136, to which Mr. Ariwoola responded. Motion to approve as presented and forward to the July 1, 2014 Council Meeting for approval. Motion seconded and carried 3 – 0. 4. Other: None. Committee Chair Duclos asks that a 5 minute presentation regarding a 5. Future Agenda Items: Performance Audit be placed on next month’s Agenda. She would like the discussion to include what it is, and who is responsible for it. 6. Next Meeting: Tuesday, July 22, 2014 @ 4:30 pm. Chair Duclos adjourned the meeting at 6:35 p.m. Attest: Trudy Crozier Executive Assistant to the Finance Director COMMITTEE APPROVAL: Councilmember Dini Duclos Councilmember Bob Celski Councilmember Martin Moore Committee Chair Committee Member Committee Member ë ê é è THE OLLOWING MEMO WAS DID TRIBUTED AT THE 07/2 /14 FEDRAC MEETING TO S PPORT AGENDA LINE ITEM B. l ORDINANCE NO. AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF FEDERAL WAY, WASHINGTON, AMENDING THE NONEXCLUSIVE FRANCHISE GRANTED TO ZAYO GROUP, LLC, TO OCCUPY RIGHTS -OF -WAY OF THE CITY OF FEDERAL WAY, WASHINGTON, WITHIN THE SPECIFIED FRANCHISE AREA FOR THE PURPOSES OF INSTALLING FIBER OPTIC NETWORK WITHIN AND THROUGH THE CITY OF FEDERAL WAY (Amending Ord. No. 13 -738). WHEI' AS, Zayo Group, LLC ( "Zayo ") is the owner of a fiber optic network located within specific publ c rights -of -way throughout the City of Federal Way ( "the Franchise Area "); and WHEW AS, the City Council of Federal Way on February 19, 2013 adopted Ordinance No. 13 -738 grant ng Zayo a franchise for the installation of fiber optic within the Franchise Area; and WHE' AS, Zayo has negotiated a Conduit Space Lease Agreement with the City for installation o additional fiber optic cables that will directly benefit the residents of Federal Way; and WHE' AS, Zayo and the City wish to amend the franchise adopted in Ordinance No. 13- 738 to clari Section 2 and to extend the term of the Franchise to coincide with the term of the Conduit Space Lease Agreement; WHEREAS, the City Council of Federal Way finds that it is in the public interest to amend such " anchise; and WHEREAS, RCW 35A.47.040 permits the City of Federal Way to grant nonexclusive franchises for the use of public streets, bridges or other public ways for, inter alia, Ordinance No. /4- Page 1 of 5 conduits, wi - s and appurtenances for transmission of signals and other methods of communications; and WHEREAS, in granting such a nonexclusive franchise, the City of Federal Way reserves such other p e wers and authorities granted to Washington code cities by general law; NO THEREFORE, THE CITY COUNCIL OF THE CITY OF FEDERAL WAY, WASHING ON, DOES HEREBY ORDAIN AS FOLLOWS: Secti i n 1. Amendment of Franchise Contained in Ordinance No. 13 -738 A. S ction 2.1 of Ordinance No. 13 -738 is hereby amended as follows: 2.1 Grant of Franchise. The I ity hereby grants to Franchisee the nonexclusive right to enter upon the Franchise Area for the limite I purpose of constructing, excavating, installing, maintaining, restoring, and repairing Facilities wit 'n the Franchise Area. This franchise is specifically limited to the right for Franchisee to install Fac' lities owned and operated by Franchisee. This franchise does not permit Franchisee to lease, rent, o otherwise allow use of conduits, space or capacity provided by the Facilities to other third -party to ecommunications providers except as allowed by Section 2.2, below, and Franchisee covenants an. agrees that it will not do so. B. Section 4 of Ordinance No. 13 -738 is hereby amended as follows: Secti•n4. Term Subje t to Franchisee filing its acceptance pursuant to Subsection 2.2, the term of this Franchise sh.11 . .. - ! . - _ ' .. - . - - .. - ex . ire on Au • ust 31 2024 ( "Term "), unless terminated earlier pursuant to this Franchise or other applicable la . Ordinance No. 4- Page 2 of 5 Section 2. Remainder of Franchise Ordinance Unaffected Except as amended in Section 1 above, the remainder of Ordinance No. 99 -359 shall be unaffected, and its provisions shall remain in full force and effect. Sect' i n 3. Severability If an section, sentence, clause, or phrase of this Franchise should be held to be invalid or unconstituti I nal by a court of competent jurisdiction, such invalidity or unconstitutionality shall not affect the v. lidity or constitutionality of any other section, sentence, clause or phrase of this Franchise. Section 4. Ratification Any . ct consistent with the authority and prior to the effective date of this Franchise is hereby ratified and . ffirmed. Secti n 5. Effective Date This ranchise shall take effect and be in full force thirty (30) days after its passage and publication, ., ccording to law (see Effective Date below). PAS' ED by the City Council of the City of Federal Way this day of , 2014. CITY OF FEDERAL WAY MAYOR, JIM FERRELL ATTEST: CITY CLE' , CAROL MCNEILLY, CMC Ordinance No. 4- Page 3 of 5 APPROVE 1I AS TO FORM: INTERIM CI TY ATTORNEY, AMY JO PEARSALL FILED WIT THE CITY CLERK: PASSED B THE CITY COUNCIL: PUBLISHE U : EFFECTIV : DATE: ORDINAN S E NO. Ordinance No. 4- Page 4 of 5 ACCEPTA CE: The ! ndersigned hereby accepts all the rights and privileges of the Franchise as amended above, and a that such rights and privileges are subject to and limited by all of the terms, conditions and obligations contained above and in Ordinance No. 13 -738. DATED this day of 2014. By: Its: Ordinance No 14- Page 5 of 5 ç ïð ïï ïî ïí ïì ïë ïê ïé ïè ïç îð îï îî îí îì îë îê îé îè îç íð íï íî íí íì íë íê íé íè íç ìð ìï ìî ìí ìì ìë ìê ìé ìè ìç ëð ëï ëî ëí ëì ëë ëê ëé ëè ëç êð êï êî êí êì êë êê êé êè êç éð éï éî éí éì éë éê éé éè éç èð èï èî èí èì èë èê èé èè èç çð çï çî çí çì çë çê çé çè çç ïðð ïðï ïðî ïðí ïðì ïðë ïðê ïðé ïðè ïðç ïïð ïïï ïïî ïïí ïïì ïïë ïïê ïïé ïïè ïïç ïîð ïîï ïîî ïîí ïîì ïîë ïîê ïîé ïîè ïîç ïíð ïíï ïíî ïíí ïíì ïíë ïíê ïíé ïíè ïíç ïìð ïìï ïìî ïìí ïìì ïìë ïìê ïìé ïìè ïìç ïëð ïëï ïëî ïëí ïëì ïëë THE FOLLOWING MEMO WAS DISTRIBUTED AT THE 07/22/14 FEDRAC MEETING TO SUPPORT AGENDA LINE ITEM B . ORDINANCE NO. AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF FEDERAL WAY, WASHINGTON, AMENDING THE NONEXCLUSIVE FRANCHISE GRANTED TO ZAYO GROUP,LLC,TO OCCUPY RIGHTS-OF-WAY OF THE CITY OF FEDERAL WAY, WASHINGTON, WITHIN THE SPECIFIED FRANCHISE AREA FOR THE PURPOSES OF INSTALLING FIBER OPTIC NETWORK WITHIN AND THROUGH THE CITY OF FEDERAL WAY(Amending Ord. No. 13-738). WHEREAS,Zayo Group,LLC("Zayo")is the owner of a fiber optic network located within specific public rights-of-way throughout the City of Federal Way("the Franchise Area"); and WHEREAS,the City Council of Federal Way on February 19,2013 adopted Ordinance No. 13-738 granting Zayo a franchise for the installation of fiber optic within the Franchise Area; and WHEREAS, Zayo has negotiated a Conduit Space Lease Agreement with the City for installation of additional fiber optic cables that will directly benefit the residents of Federal Way;and WHEREAS, Zayo and the City wish to amend the franchise adopted in Ordinance No. 13- 738 to clarify Section 2 and to extend the term of the Franchise to coincide with the term of the Conduit Space Lease Agreement; WHEREAS,the City Council of Federal Way finds that it is in the public interest to amend such franchise; and WHEREAS, RCW 35A.47.040 permits the City of Federal Way to grant nonexclusive franchises for the use of public streets, bridges or other public ways for, inter alia, Ordinance No. 14- Page 1 of 5 conduits,wires and appurtenances for transmission of signals and other methods of communications; and WHEREAS, in granting such a nonexclusive franchise, the City of Federal Way reserves such other powers and authorities granted to Washington code cities by general law; NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF FEDERAL WAY, WASHINGTON, DOES HEREBY ORDAIN AS FOLLOWS: Section 1. Amendment of Franchise Contained in Ordinance No. 13-738 A. Section 2.1 of Ordinance No. 13-738 is hereby amended as follows: 2.1 Grant of Franchise. The City hereby grants to Franchisee the nonexclusive right to enter upon the Franchise Area for the limited purpose of constructing,excavating,installing,maintaining,restoring,and repairing Facilities within the Franchise Area.This franchise is specifically limited to the right for Franchisee to install Facilities owned and operated by Franchisee. This franchise does not permit Franchisee to lease,rent, or otherwise allow use of conduits, space or capacity provided by the Facilities to other third-party telecommunications providers except as allowed by Section 2.2,below,and Franchisee covenants and agrees that it will not do so. B. Section 4 of Ordinance No. 13-738 is hereby amended as follows: Section 4. Term Subject to Franchisee filing its acceptance pursuant to Subsection 2.2, the term of this Franchise shall be for a period of ten(10)years commencing on the effective date of this Franchise expire on August 31, 2024 ("Term"), unless terminated earlier pursuant to this Franchise or other applicable law. Ordinance No. 14- Page 2 of 5 Section 2. Remainder of Franchise Ordinance Unaffected Except as amended in Section 1 above,the remainder of Ordinance No.99-359 shall be unaffected, and its provisions shall remain in full force and effect. Section 3. Severability If any section, sentence, clause, or phrase of this Franchise should be held to be invalid or unconstitutional by a court of competent jurisdiction,such invalidity or unconstitutionality shall not affect the validi ty or constitutionali ty of any other section, sentence, clause or phrase of this Franchise. Section 4. Ratification Any act consistent with the authority and prior to the effective date of this Franchise is hereby ratified and affirmed. Section 5. Effective Date This Franchise shall take effect and be in full force thirty (30) days after its passage and publication, according to law(see Effective Date below). PASSED by the City Council of the City of Federal Way this day of , 2014. CITY OF FEDERAL WAY MAYOR, JIM FERRELL ATTEST: CITY CLERK, CAROL MCNEILLY, CMC Ordinance No. 14- Page 3 of 5 APPROVED AS TO FORM: INTERIM CITY ATTORNEY, AMY JO PEARSALL FILED WITH THE CITY CLERK: PASSED BY THE CITY COUNCIL: PUBLISHED: EFFECTIVE DATE: ORDINANCE NO. Ordinance No. 14- Page 4 of 5 ACCEPTANCE: The undersigned hereby accepts all the rights and privileges of the Franchise as amended above,and acknowledges that such rights and privileges are subject to and limited by all of the terms, conditions and obligations contained above and in Ordinance No. 13-738. DATED this day of , 2014. By: Its: Ordinance No. 14- Page 5 of 5 THE FOLLOWING MEMO WAS DISTRIBUTED AT THE 07/22/74 FEDRAC MEETING TO SUPPORT AGENDA LINE ITEM C . CONDUIT SPACE LEASE AGREEMENT Between CITY OF EDERAL WAY AND ZAYO GROUP, LLC This Conduit Space Lease Agreement ("Agreement") is effective on the later date executed by both parties ("Effective Date") and is entered into by and between the City of Federal Way ("Federal Way"), a Washington municipal corporation, and Zayo Group, LLC, a Delaware limited liability corporation("Zayo"). Recitals WHEREAS, Zayo is a telecommunications company, as defined in RCW 80.04.010, and WHEREAS, Zayo is a franchised Telecommunications service provider within the City of Federal Way,pursuant to Ordinance No. 13-738, and WHEREAS, Federal Way and Zayo each desire to enter into this Conduit Space Lease Agreement in order to facilitate Zayo's provision of telecommunications services, and WHEREAS, Zayo will provide in-kind services to enhance the current and future fiber optic capabilities for the City and its surroundings in order to provide the best services possible to the citizens of City of Federal Way and connect additional jurisdictions as consideration for such conduit use, and WHEREAS, Federal Way will provide to Zayo the right to place Zayo fiber optic cable within Federal Way-owned conduit paths. NOW, THEREFORE, in consideration of the mutual promises and covenants herein, the parties agree as follows: 1. Definition; Notices; Exhibit As used in this Agreement,the following terms have the following meaning: 1.1 (A) "Zayo Affiliates"means an entity controlling, controlled by, or under common control with Zayo Group, LLC. (B) "Federal Way Affiliates"means any (i)public agency(including any municipal corporation)with which Federal Way has a valid and effective Interlocal Agreement pursuant to and in accordance with RCW 39.34; or(ii)public service nonprofit organization with which Federal Way has a valid and effective fiber use agreement for provision of services. k:\projects\2013-zayo fiber\zayo conduit space lease agreement final.docx Page 1 of 18 1.2 "City Fiber"means the fiber optic cable installed by Zayo for the use or ownership of Federal Way pursuant to the terms of this Agreement, as identified in Exhibit A hereto. 1.3 "Conduit" means pre-existing conduit located in and under the public right-of- way in the City of Federal Way, King County, Washington in the specific location described and depicted on Exhibit B to this Agreement. 1.4 "Zayo Innerduct" means the innerduct within the Conduit into which Zayo may install fiber optic cable. 1.5 "IRU" means an indefeasible right of use pursuant to the terms and conditions of this Agreement. 1.6 "Zayo Fiber"means the fiber optic cable installed by Zayo for the use or ownership of Zayo pursuant to the terms of this Agreement. 1.7 "Notice Addresses"mean: If to Federal Way: IT Manager City of Federal Way 33325 8th Ave S. Federal Way, WA 98003 If to Zayo: Zayo Group, LLC 1805 29th Street Boulder, CO 80301 Attn: General Counsel, ZFTI 1.8 "Override" shall mean where one party's fiber optic cable is placed alongside existing fiber optic cable of the other party; i.e., not in a separate innerduct. 2. Conduit Use 2.1 Grant. Subject to the terms and conditions herein, Federal Way hereby leases to Zayo space in Federal Way's Conduit as described in Exhibit B attached hereto and incorporated by this reference. 2.2 Federal Way's Reserved Rights. Zayo's use of the Conduit is limited to the right to occupy and use the space for the installation and maintenance of fiber optic cable to provide telecommunications services, pursuant to its Franchise Agreement with Federal Way, to Federal Way's community as well as communities surrounding Federal Way. Federal Way reserves to itself the sole right to install other facilities in the Conduit so long as such use does not interfere with or impair Zayo's right and ability to use and occupy the Conduit. Additionally, Federal k:\projects\2013-zayo fiber\zayo conduit space lease agreement final.docx Page 2 of 18 Way reserves the right to control the additional space in the Conduit,the vaults, including but not limited to the right to authorize others to use those facilities, and the right to change, alter, or relocate those facilities so long as such use does not unreasonably interfere with or impair Zayo's right and ability to use, access and occupy the Conduit. Following the installation of fiber optic cable contemplated in this Agreement, Zayo shall have no right to install additional facility within the Conduit with respect to Segment 1 thru Segment 6 (as defined in Exhibit B), and Federal Way shall have no right to install facility within the Zayo Innerduct/microducts with respect to Segment 1 thru Segment 6 (as defined in Exhibit B). 2.3 Condition. (A) Zayo understands and expressly accepts the Conduit in "as-is" condition ("As-Is Condition"), and any and all responsibility that comes with that understanding. City expressly disclaims any representations regarding the condition of the Conduit for Zayo's intended use and purpose. Zayo may, at its cost, proof the Conduit prior to installation; provided that if Zayo discovers that the Conduit is defective Zayo may cancel this Agreement without penalty. (B) Zayo's installation of its facilities and equipment in the Conduit and use of the Conduit and adjoining vaults is completely at Zayo's sole risk with respect to the As-Is Condition. Zayo hereby fully and completely waives and releases all claims against Federal Way that arise from the As-Is Condition of the Conduit. Federal Way acknowledges that the foregoing is not intended to constitute a waiver or release of Federal Way's liability by Zayo arising out of Federal Way's acts or omissions that are not related to the As-Is Condition. 3. Lease Term. 3.1 The term of the Lease granted herein(the "Term") shall commence upon the Effective Date and shall expire at 11:59 p.m. on August 31St, 2024,unless earlier terminated by either Party in accordance with the provisions herein. 3.2 Only in the event that Zayo is in good standing throughout any Term of this Agreement, Zayo may renew the lease granted herein for successive five(5)year terms (each, a"Renewal Term")upon one-hundred and eighty(180)-day's written notice to the City of its intent to renew; provided that parties reach agreement of lease fee for any renewal term(s)prior to the expiration of the Initial Term or any Renewal Term(s)thereof. If no agreement can be reached,or at either party's sole discretion,either party may terminate this Agreement at the end of the Initial Term or any subsequent renewal term(s)by providing ninety(90)day's prior written notice to the other party of its intention not to renew. Each Renewal Term shall be governed by the same terms and conditions as the Initial Term,subject to revisions or amendments made by the Parties in writing. The Initial Term and the Renewal Term(s) shall be referred to collectively as the "Term". For purposes hereof, "good standing"means that Zayo has not been in Default under Sectionl 1 of this Agreement. 4. Lease Fee and In Kind Consideration. 4.1 In consideration for the Lease, Zayo shall complete the projects identified in Exhibit A, attached hereto and incorporated by this reference (each, a"Project"and collectively, k:\projects\2013-zayo fiber\zayo conduit space lease agreement final.docx Page 3 of 18 the "Projects"); provided that each of the completed shall be leted within six (6) months after p Zayo receives all Federal Way and third party permits required for the completion of each applicable Project. Zayo shall have no obligation to pay to Federal Way any fee during the Initial Term with the exception of Item "J"as defined in Exhibit A. 4.2 Federal Way agrees that Zayo may submit applications for applicable construction, traffic control and other permits ("Permits") required for items in Exhibit B, prior to submitting applications for Permits required for items in Exhibit A, PROVIDED that Zayo submits applications for Permits required for items in Exhibit A no later than 6 (six) months after the Effective Date of this Agreement. 5. Conditions of Use. 5.1 Zayo shall comply with all of the construction, restoration, inspection, and maintenance procedures and requirements set forth in the City's Design and Construction Standards and other City laws pertaining to the use of and work in the public right-of-way. 5.2 Prior to installing fiber in the Conduit, Zayo shall inspect that segment of the Conduit, document the condition of the segment in a format agreeable to both Parties, and provide such documentation to the City. Such documentation shall include, for each segment in the Conduit: (1) identification of any empty conduits that are not continuous,are obstructed,or are otherwise not usable; (2) physical labeling of the identified bad conduits at the endpoints; (3) identification of the cables installed in non-empty conduits by cable type and owner,based on available labels and markings; (4) confirmation that the segment includes locate wire; (5) GIS coordinates of all access points; (6) identification of any abandoned fiber cables 5.3 Limitation on Federal Way's Use. Federal Way may not resell the City Fiber and/or any other in-kind compensation provided by Zayo, and Federal Way's use of such City Fiber and in kind compensation is expressly limited to non-commercial, public use by Federal Way or Federal Way Affiliates. In the event a Federal Way Affiliate with permitted use of the City Fiber and/or any other in-kind compensation provided by Zayo dissolves or becomes a private for-profit entity, (including the dissolution or privatization of any consortium or other organization comprised of any Federal Way Affiliate), the use of the City Fiber and/or any other in-kind compensation provided by Zayo by such affected Federal Way Affiliate shall be terminated. 6. Compliance with Laws. Zayo shall not use or permit its facilities or any part thereof to be used for any purpose in violation of any local, state or federal law or regulation. k:\projects\2013-zayo liber\za■o conduit space lease agreement final.docx Page 4 of 18 7. Maintenance; Utilities. The parties shall each be responsible for the maintenance obligations as set forth in this Section 7, with respect to the segments as defined in Exhibit B hereto. "Maintenance" includes but is not limited to general upkeep,repair and maintenance, change, alteration, or relocation of the facilities. 7.1 Initial Condition of the Conduit. Zayo shall accept the Conduit and the shared areas of the vaults in as-is condition. Federal Way shall be responsible for performing all maintenance and repairs of the Conduit for the Term. The Parties agree to share the direct costs of such maintenance and repair of the Conduit as follows: (A) Segment 1 —Pacific Highway South from S 283rd St. to 16th Ave S -Zayo and Federal Way shall each be responsible for the cost of maintenance for the Conduit as follows: Zayo shall be responsible for thirty-three percent (33%), and Federal Way shall be responsible for sixty-seven percent(67%). Fiber maintenance within the Conduit shall be the responsibility of the respective owner(i.e., Zayo shall be fully responsible for maintenance of the Zayo Fiber, and Federal Way shall be fully responsible for the City Fiber and any other Federal Way-owned cables. (B) Segment 2 -Pacific Highway South from S 283rd St. to S. 272nd St -Zayo and Federal Way shall each be responsible for the cost of maintenance for the Conduit at this segment as follows: Zayo shall be responsible for fifty percent(50%), and Federal Way shall be responsible for fifty percent (50%). Fiber maintenance within the Conduit shall be the responsibility of the respective owner(i.e., Zayo shall be fully responsible for maintenance of the Zayo Fiber, and Federal Way shall be fully responsible for the City Fiber and any other Federal Way-owned cables. (C) Segment 3 - S 320th St. from Pacific Highway South to 23rd Ave S—Zayo and Federal Conduit this Way shall each be responsible for the cost of maintenance for the Condu t at t s segment as follows: Zayo shall be responsible for fifty percent(50%), and Federal Way shall be responsible for fifty percent(50%). Fiber maintenance within the Conduit shall be the responsibility of the respective owner(i.e., Zayo shall be fully responsible for maintenance of the Zayo Fiber, and Federal Way shall be fully responsible for the City Fiber and any other Federal Way-owned cables. (D) Segment 4—S 336th St. from 13th P1 S to Pacific Highway South—Zayo and Federal Way shall each be responsible for the cost of maintenance for the Conduit at this segment as follows: Zayo shall be responsible for fifty percent(50%), and Federal Way shall be responsible for fifty percent(50%). Fiber maintenance within the Conduit shall be the responsibility of the respective owner(i.e., Zayo shall be fully responsible for maintenance of the Zayo Fiber, and Federal Way shall be fully responsible for the City Fiber and any other Federal Way-owned cables. (E) Segment 5 - Enchanted Parkway from S 348th St.to WSDOT ROW-Zayo and Federal Way shall each be responsible for the cost of maintenance for the Conduit at this segment as follows: Zayo shall be responsible for fifty percent (50%), and Federal Way shall be responsible for fifty percent(50%). Fiber maintenance within the Conduit shall be the k:\projects\2013-zayo Iiber\zayo conduit space lease agreement final.docx Page 5 of 18 responsibility of the respective owner(i.e., Zayo shall be fully responsible for maintenance of the Zayo Fiber, and Federal Way shall be fully responsible for the City Fiber and any other Federal Way-owned cables. (F) Segment 6 - S 348 th St from Pacific Highway South to Enchanted Parkway -Zayo and Federal Way shall each be responsible for the cost of maintenance for the Conduit at this segment as follows: Zayo shall be responsible for fifty percent(50%), and Federal Way shall be responsible for fifty percent (50%). Fiber maintenance within the Conduit shall be the responsibility of the respective owner(i.e., Zayo shall be fully responsible for maintenance of the Zayo Fiber, and Federal Way shall be fully responsible for the City Fiber and any other Federal Way-owned cables. 8. Mutual Indemnification. To the fullest extent allowed by law, each Party shall indemnify, defend, hold harmless and save the other Party (in the case of Federal Way, Party includes the City of Federal Way, Federal Way's elected officials, officers, agents, employees and contractors, and in the case of Zayo, Party includes Zayo Group, LLC, Zayo Affiliates, officers, agents, employees and contractors) from all claims, suits, losses, damages, fines, penalties, liabilities, and expenses (including actual and reasonable personnel and overhead costs and attorneys' fees, litigation costs and fees, and other costs incurred in connection with claims, regardless of whether such claims involve litigation) resulting from any actual or alleged injury (including death) of any person or from any actual or alleged loss of or damage to any tangible ( g ) Yp Y g g Y property to the extent arising out of or in connection with (i)the indemnifying party's negligent use of the fiber cables installed in the Conduit; (ii)the indemnifying party's breach of its obligations hereunder; or (iii) the indemnifying party's negligence in design, construction, or other modification to the trenches, conduits, fibers, and other associated facilities pursuant to this Agreement. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115 each Party agrees that the foregoing indemnity specifically covers actions brought by its own employees. The foregoing indemnity is specifically and expressly intended to constitute a waiver of each Party's immunity under Washington's Industrial Insurance Act, RCW Title 51, solely for the purposes of this indemnification. In the event of concurrent negligence, this indemnification shall be only to the extent of the indemnifying party's negligence. The indemnifying party shall promptly notify the indemnified party of casualties or accidents occurring in or about the Conduit. FEDERAL WAY AND ZAYO ACKNOWLEDGE THAT THEY SPECIFICALLY NEGOTIATED AND AGREED UPON THE INDEMNIFICATION PROVISIONS OF THIS AGREEMENT AND THESE PROVISIONS SHALL SURVIVE THE TERM OF THE AGREEMENT. 9. Assignment and Subletting. Zayo shall not assign, sublet, or encumber the whole or any part of the Conduit, except to a Zayo Affiliate. Prior to any such assignment, sublet or encumbrance, Zayo shall notify Federal Way in writing of proposed assignment, sublet, or encumbrance, identifying the entity and contact information, and obtain Federal Way's written approval. The City's approval shall not be unreasonably withheld, conditioned, or delayed. 10. Modification or Amendment. This Agreement may be modified or amended at any time by mutual written agreement. k:\projects\2013-zayo tiber\zayo conduit space lease agreement final.docx Page 6 of 18 11. Termination. In the event a party becomes in Default, the other party may terminate this Agreement upon written notice to the Defaulting party. 11.1 A party is in default("Default") of this Agreement if: i) it fails to commence to cure a material breach of any terms or conditions of this Agreement within thirty (30) days of receiving written notice of such breach from the other party, or ii) after having commenced to cure, it fails to promptly perform all necessary steps to obtain the required permit, or proceed promptly to complete such cure. For purposes of this provision, a submitted application for a required permit of any kind shall constitute the commencement of a cure. 11.2 If this Agreement is terminated by Federal Way: 11.2 (a) Zayo shall no longer be obliged to provide any project identified in Exhibit A that has not been commenced. For purposes of this Section 11.2 only, in the event an application for a permit of any kind is required, application for or the issuance of a permit for a project shall not constitute commencement. 11.2 (b) Subject to the foregoing limitation, commencement shall mean any step, of any kind, taken in the furtherance of a project. Any project commenced prior to termination must be completed pursuant to the terms and conditions of this Agreement. 11.3 Upon termination or non-renewal of this Agreement by Federal Way for any reason, Zayo's right to use the conduit shall terminate and ownership of the Zayo Fiber shall revert to Federal Way. 12. Attorneys' Fees. If either party retains the services of an attorney in connection with enforcing the terms of this Agreement, each party agrees to bear its own attorneys' fees and costs. 13. Authority and Liability. Zayo and Federal Way each have the requisite power and authority to enter into this Agreement and perform its obligations hereunder. 14. Force Majeure. Neither party shall be liable for any failure of performance (including any delay in restoration of service) hereunder due to causes beyond its reasonable control including any, but not limited to, acts of God, earthquake, flood, volcanic eruption, fire, explosion, vandalism, storm, or other similar catastrophes; any law, order, regulation, direction, decision, action or request of the United States government or the State of Washington; insurrection; riots or other civil disturbances; or wars. 15. Headings. The section headings used in this Agreement are used for purposes of convenience and do not alter in any manner the content of the sections. 16. Entire Agreement. This Agreement and the Exhibits attached hereto, which are fully and completely incorporated by reference, set forth the entire agreement of Federal Way and Zayo concerning the Conduit pathway, City Fiber, and Zayo Fiber described herein, and there are no other agreements or understandings, oral or written, between Federal Way and Zayo k:\projects\2013-zayo fiber\zayo conduit space lease agreement final.docx Page 7 of 18 concerning the Conduit, City Fiber, or Zayo Fiber. Any subsequent modification or amendment of this Agreement shall be binding upon Federal Way and Zayo only if reduced to writing and signed by both parties. 17. Applicable Law; Venue. This Agreement shall be governed by, and construed in accordance with the laws of the State of Washington. Jurisdiction and venue shall lie in the courts of King County, Washington. 18. Dispute Resolution. In the event that one party to this Agreement believes the other party has breached any term of this Agreement, the non-offending party shall notify the other party in writing with specific details regarding the exact nature of the alleged breach. The offending party shall have the opportunity to respond to the accusation or cure the alleged breach within 30 calendar days following the receipt of the notice. If the offending party contests any part of the alleged breach set forth in the notice, the parties shall meet to discuss the dispute or submit the matter to mediation administered by any established arbitration and/or mediation service provided in King County, Washington. The parties shall have 60 calendar days from the last day the offending party has to respond to the accusation (or to cure the alleged breach) to resolve the dispute. In the event that resolution is unsuccessful, the parties may then take any action and be afforded any remedies as allowed under law. 19. Negotiated Agreement. The parties to this Agreement acknowledge that it is a negotiated agreement, that they have had the opportunity to have the Agreement reviewed by their respective legal counsel, and that the terms and conditions of the Agreement are not to be construed against any party on the basis of such party's draftsmanship thereof. 20. Authorized Signatures. Pursuant to Zayo Resolution to Amend and Adopt Signature Authority Policy, attached hereto as Exhibit C, Gregg Strumberger, as General Counsel for ZFTI, is authorized to sign this Agreement and bind the corporate entity. 21. Counterparts. This Agreement may be executed in one or more counterparts, and each executed duplicate counterpart of this Agreement shall be deemed to possess the full force and effect of an original. IN WITNESS WHEREOF, the parties hereto have executed this instrument the day and year indicated below. CITY OF FEDERAL WAY: ZAYO GROUP, LLC: By: By: Jim Ferrell, Mayor Dylan DeVito City of Federal Way Associate General Counsel, Zayo Group, LLC k:\projects\20l3-zayo fiber\zayo conduit space lease agreement final.docx Page 8 of 18 Attest: Carol McNeilly, City Clerk Approved as to legal form: Amy Jo Pearsall, Interim City Attorney k:\projects\2013-zayo fiber\zayo conduit space lease agreement final.docx Page 9 of 18 STATE OF WASHINGTON ) ) ss. (Acknowledgement for ) COUNTY OF KING ) On this day of , 20_, before me, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared ,to me known to be the of , the entity that executed the foregoing instrument as ; and acknowledged to me that he signed the same as the free and voluntary act and deed of said entity for the uses and purposes therein mentioned and that he was authorized to execute said instrument for said entity. WITNESS my hand and official seal the day and year in this certificate above written. /Signature] [Printed Name] NOTARY PUBLIC in and for the State of Washington residing at My commission expires k:\projects\2013-zayo tiber\zavo conduit space lease agreement final.docx Page 10 of 18 EXHIBIT A IN KIND SERVICES TO BE PROVIDED BY ZAYO Except as expressly provided below, at its sole cost and expense, Zayo will provide all necessary labor, materials, designs, engineering, and permits to perform and complete each of the following Projects for Federal Way, in accordance with the Agreement. A. Pacific Highway South from S 283rd St. to 16th Ave S—Zayo to install three (3) 1.25" Inner duct conduits inside Federal Way-owned 4" conduit. One inner duct reserved for Zayo Use. Two inner ducts reserved for Federal Way use. Zayo to install one (1) 2" conduit for Federal Way from Fiber/Utility vault to ITS junction box at the following locations; 288th & Pacific Highway, 320th&Pacific Highway, 336th & Pacific Highway, and 16th Ave S &Pacific Highway. B. S 320th St. from Pacific Highway South to Weyerhaeuser Way S—Zayo to place two (2) micro conduit inside Federal Way ITS/Illumination conduit. One micro conduit reserved for Zayo Use. One micro conduit reserved for Federal Way use. Zayo to place (1)48ct fiber cable in Federal Way conduit. Federal Way Cable shall be terminated at Traffic Control Cabinets located at the following intersections: S 320th St @ Pacific Hwy, S. 320th St @ 32nd Ave S, and S. 320th St @ Weyerhaeuser Way. C. S 348th St from Pacific Highway South to Enchanted Parkway—Zayo to place two (2) micro conduit inside Federal Way ITS/Illumination conduit. One micro conduit reserved for Zayo Use. One micro conduit for Federal Way use. Zayo to place (1) 48ct City Fiber cable inside Federal Way micro conduit. Fiber shall be terminated inside Traffic Controller cabinet at S 348th St and Pacific Highway South and spliced into segment"D" at S 348th St and Enchanted Parkway. D. Enchanted Parkway from S 348th St. to Milton Rd. —Zayo to place one (1) micro conduit inside Federal Way ITS/Illumination conduit. Zayo to place new 48ct City Fiber cable inside micro conduit. Fiber shall be spliced with segment"C"at Enchanted Parkway at S 348th St. E. S 336th St. from 13th Pl S to Pacific Highway South—Zayo to place (1) micro conduit inside Federal Way ITS/Illumination conduit. Zayo to place new 48ct City Fiber cable inside micro conduit. Zayo to replace Junction box at Traffic Controller cabinet to 30x48 composite to accommodate splice closure. F. S 336th St. and 13th Pl. S to Federal Way City Hall (33325 8th Ave S, Federal Way, WA 98003)—Zayo to place(1)new 2" conduit starting at the intersection of S 336th St. and 13th Pl. S and ending at 33325 8th Ave S. (City Hall Data Center). At the intersection of S 336th St. and 9th Ave. S, connect existing Traffic Signal junction box to new conduit run. Zayo to place new 48ct City Fiber cable inside new 2" conduit,that connects City Hall to S 336th St. and 13th Pl. S. Zayo to terminate 48 fibers at City Hall Data Center. G. S 348th St from Pacific Highway South to 9th Ave. S —Zayo to terminate existing 24 count City Fiber cable inside Traffic Signal Controller cabinets between Pacific Highway South and 9th Ave South. H. City Hall to Federal Way School District Telco Tie—Zayo to place approximately 1200 feet of 144 ct fiber between City Hall Data Center and School District Telco Room in existing Federal Way conduit and terminate 144 fibers at each end. k:\projects\2013-zayo fiber\zayo conduit space lease agreement final.docx Page 11 of 18 I. ITS Cabinet Splicing—Zayo shall provide Federal Way approved termination panel at up to 11 locations and terminate up to 24 fibers per location. J. Traffic Signal Controller Upgrades—Zayo to provide a 1-time, non-recurring charge (NRC),payment of$38,000 to the City of Federal Way for Traffic Signal Controller upgrades to fiber communications and related network equipment. K. SCORE Jail—Zayo to Provide 6 strands fiber from Data Center inside Federal Way City Hall, 33325 8th Ave S, Federal Way, WA, to Telco Demark inside SCORE Jail, 20817 17th Ave South Des Moines, WA. L. Sabey Data Center—Zayo to provide 6 strands fiber between Federal Way City Hall Datacenter at 33325 8th Ave S, Federal Way, WA to Sabey Data Center, 3355 S 120th Place, Tukwila, WA. Federal Way shall own facilities in the above items upon completion by Zayo, with the exception of items "K"and"L"which will be covered by Indefeasible Right of Use (IRU) for the Term of the Agreement. k:\projects\2013-zayo fiber\zayo conduit space lease agreement linal.docx Page 12 of 18 I EXHIBIT B FEDERAL WAY CONDUIT (A)Segment 1 —Pacific Highway South from S 283`d St. to 16th Ave S; 4"Conduit. Zayo to place three (3) 1.25" innerducts into existing Federal Way 4"conduit. Zayo to place fiber in one (1) innerduct only. �• Z �r 1 • a S\s t 1 S 7a5� ' ) .I LS-298)h q. • I. I. __ c,-.1.,VI ct • .... I \ ! t w-3•zin-s, r S-3 12'0'S!rFederal Way 1 I Yom �\ . .. '',..-.-:,1 ,. .. , I, i I* • .. -� 1 to -i;I; 1 11 111 ; A` \ m c Page 13of18 (A) Segment 2 - Pacific Highway South from S 283`d St. to S. 272nd St.; 2" Conduit. Federal Way to provide space in one (1) 2"conduit for Zayo to place one (1) 1.25" innerduct and one (1)mule-tape outside of innerduct for future Federal Way use. Zayo to place fiber in one (1) innerduct only. z - I it\ , if 1 ( , 9 • t 9. ihi r--- j I ,�ti s• , \rt` - N ..--„s2711.1-st— 1 z os .119);r '~` L' >1 �.» �, 6• r v 6y ., P sic �, , , , A it P o � e L7 4 3 - Rn i do i ' V /''` ' )) ;F E_ Page 14 of 18 (B) Segment 3 - S 320th St. from Pacific Highway South to 23`d Ave S; ITS Conduit. Zayo to place two (2) microducts in existing ITS conduit. Zayo to place Zayo-owned fiber in one (1)microduct only. III m _ - ,. " ; ryG ' E ae ' B 0 0 - 0 - ar -__ _�.__- _ _ S-32?rd-, BFI•4111 J�P .* • L. _ sip's Ilriqfv. a : t. 41 1 Page 15 of 18 (C) Segment 4—S 336th St. from 13th P1 S to Pacific Highway South. Zayo to place two (2) microducts in existing ITS conduit. Zayo to place Zayo-owned fiber in one (1) microduct only. q EF ...I{ y 'I -r 0• - y —. 0 I i U '4 , t. t G 1 , F. t 1.. .._ , . , „, , --tv,., , ,, „„ z mn miuiN (I) II ' u 99 2 S-340Un-St- II Page 16 of 18 (D) Segment 5 - Enchanted Parkway from S 348th St. to WSDOT ROW ITS Conduit. Zayo to place two (2)microducts in existing ITS conduit. Zayo to place Zayo-owned fiber in one (1)microduct only. `' 11161111111111 i im µ13N ` I /ilk . 5111R5r 1 t I air 44 I'' it i 1 / i .' b .ti 3bCtt':St--? 4 a ' a . m N a - _3 l . Page 17of18 (E) Segment 6 - S 348'h St from Pacific Highway South to Enchanted Parkway. Zayo to place two (2) microducts in existing ITS conduit. Zayo to place Zayo-owned fiber in one (1)microduct only. m 4 - as MIME I or so p Page 18 of 18