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AG 14-136RETURN TO: Thomas Fichtner EXT:2547 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: IT 2. ORIGINATING STAFF PERSON: Thomas Fichtner EXT: 2547 3. DATE REQ. BY: ASAP 4. TYPE OF DOCUMENT (CHECK ONE): • CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) • PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT • PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT • GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG • REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) • ORDINANCE ❑ RESOLUTION • CONTRACT AMENDMENT (AG #): ❑ INTERLOCAL • OTHER 5. PROJECT NAME: Conduit Space Lease Agreement 6. NAME OF CONTRACTOR: Zayo Group, LLC ADDRESS: 1805 29th Street TELEPHONE 303.381.4683 E -MAIL: Dylan.Devito @zayo.com FAX: SIGNATURE NAME: Dylan DeVito TITLE Associate General Counsel 7. EXHIBITS AND ATTACHMENTS: © SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT /AMENDMENTS 8. TERM: COMMENCEMENT DATE: COMPLETION DATE: 8/31/2024 9. TOTAL COMPENSATION $ in -Kind (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ❑ YES ❑ NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY ❑ PURCHASING: PLEASE CHARGE TO: 10. DOCUMENT /CONTRACT REVIEW INITI /DATE REVIgWED INITIAL/ DATE APPROVED 71-PROJECT MANAGER • DIRECTOR • RISK MANAGEMENT (IF APPLICABLE) • LAW 40P ( Sr.�(�P ► �l (3 11. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: ( ( COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING �( Ll El SENT TO VENDOR/CONTRACTOR DATE SENT: U ' DATE REC'D:_ I • ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFIC TE, CENSE , EXHIBITS IN T / DATE SIGNED • LAW DEPARTMENT /4- NATORY (MAYOR OR DIRECTOR) CITY CLERK ❑ ASSIGNED AG# AG# V4IGNED COPY RETURNED DATE SENT: COMMENTS: 11/9 CITY OF CITY HALL 33325 8th Avenue South Federal Way Federal Way, WA 98003 -6325 (253) 835 -7000 www coWffederahvay. com 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. 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 GOODS AND SERVICES AGREEMENT - 1 - 4/2011 CITY OF CITY HALL , ., A* Federal Way 33325 8th Way, South Federal Way, , W WA 98003 -6325 (253) 835 -7000 www. cityoflederalway. com Agreement. cable. 1.4 "Zayo Innerduct" means the innerduct within the Conduit into which Zayo may install fiber optic 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 333258 th 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 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 GOODS AND SERVICES AGREEMENT - 2 - 4/2011 CITY OF CITY HALL 8th Avenue South Federal Way, WA 98003 -6325 Federal Way (253) 835 -7000 www cityoffederahvay com 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 l 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, the "Projects "); provided that each of the Projects shall be completed within six (6) months after 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, GOODS AND SERVICES AGREEMENT - 3 - 4/2011 CITY OF CITY HALL 33325 Federal Way Feder 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www ci" ederalwey. com 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. 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. 272' 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 GOODS AND SERVICES AGREEMENT - 4 - 4/2011 CITY OF CITY HALL .: Federal Way 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalway com and any other Federal Way -owned cables. (C) Segment 3 - S 3201h St. from Pacific Highway South to 23d Ave S — 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. (D) Segment 4 — S 336th St. from 13th PI 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 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 348th 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 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 GOODS AND SERVICES AGREEMENT - 5 - 4/2011 'S CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoflederalway.. com 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. 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: 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. 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 GOODS AND SERVICES AGREEMENT - 6 - 4/2011 CITY OF CITY HALL 33325 Fe d e ra I Way Feder 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www atyoffederatway com 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 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, Dylan DeVito, as Associate 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. [signature page follows] GOODS AND SERVICES AGREEMENT - 7 - 4/2011 Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 wwv ci"ffederalway. com IN WITNESS WHEREOF, the parties hereto have executed this instrument the day and year indicated below. CITY OF FEDERAL WAY ATTEST: f Jim Pgf, M or City Clerk DATE: ti lqll I / ZAYO GROUP, LLC By: QAE� Printed e: Dylan DeVito Title: Associate General Counsel DATE: < L;q I I Y VITA QTj STATE OF ss. COUNTY OF OIA.t APPROVED AS TO FORM: Amy Jo Pearsall On this day personally appeared before me -Qq ( art , to me known to be the c� cry( of (S� L�� that executed the foregoing instrument, and acknowledged the said insitument to bet the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he /she was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. GIVEN my hand and official seal this � day of t4V C Lt, 5� , 20L4 e 1 , Notary's signature Ci Notary's printed name GGt{' - — (e MICHELLE BRA Notary Public in and for the State of 4..4'T ARLEQGE / C-o /0 N(YrA H .t My commission expires STATE OF NOTARY Ili 20;$4i?1i•-t >: ° [My COMMISSION EXPIRES Ar ?i:: GOODS AND SERVICES AGREEMENT - 8 - 4/2011 CITY OF CITY HALL ,: Fe d e ra i Way 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www. cityoffederaiway. com EXHIBIT A IN HIND 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 283d 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 348" 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 336' St. and 13th Pl. S to Federal Way City Hall (33325 8th Ave S, Federal Wad 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 91h 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 336' 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. z.. �issc��,��2�rzr<�r at( �rEcd��c:'.aa:!` Air' t�, ixx; ss( �s�sz�°. �zrti� ,fY,wind��aw�.•[c�zrk}�zrrt7ry� slswanel z- c +txlwt srnicc k i k a,accnu:,nt fimd- 'S-11 -1 1 c oc% Page 9 of 16 CITY OF CITY HALL ,. Fe d e ra I Way Feder al Way, WA 98003 -6325 8th Avenue South AN Feder (253) 835 -7000 www. ci"federahvay. com 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. I. ITS Cabinet Splicin &— 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. ��:'�u4�:r��nreaat���la�t <a i�d� =c'u.1'���i;��'�Io�z�I'��2�a {; axe tia�lt \winctFrn�s�t%tt�����r;iiy inti °t °�t�.i i` airsA c�vt�tent. nutl� >;a(, \a_�t?,cx °�f)'�z <a}��> ��r»:clwt +,�a�•�: Ie iac tt,7��ec�tnc�tt Page 10 of 16 ` CITY OF CITY HALL 33325 8th Avenue South Federal Way Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederafway. com EXHIBIT B FEDERAL WAY CONDUIT (A)Segment 1— Pacific Highway South from S 283d to 161" 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) Page 11 of 16 CITY OF CITY HALL �..,,�., Federal Way 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalway com (B) Segment 2 - Pacific Highway South from S 283rd 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. Page 12 of 16 CITY OF CITY HALL s0*4-IFederal Way Feder 8th Avenue South Federal Way. WA 98003 -6325 (253) 835 -7000 www wyoffederal w y con) (C) Segment 3 - S 320'' St. from Pacific Highway South to 25 h 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. c:.0 tr,�rnmarlaU �arledg ,c`,appd;rttiJac<iI'�miw'p oli`,windmti��'aG�niporat.v illLernel conduit space Ic s agrtxmou thm) 8..13..14.docx Page 13 of 16 ` CITY of CITY HALL 33325 8th Avenue South Fe d e ra I Way Federal Way, WA 98003 003 -6325 (253) 835 -7000 www cityoffederalway com (D) Segment 4 — S 336th St. from 13" PI 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. Page 14 of 16 ` CITY of CITY HALL 33325 8th Avenue South Fe d e ra I Way Federal Way, WA 98003 003 -6325 (253) 835 -7000 www cityoffederalway. com (E) 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. c:'�uwir �tnr,u'lan u9cct <_':`,tt7��laI�I',I "Ca I"III IIfdo'.ti mprn,I , ntC ttt .MuthIok1zu Ofh[UI k" W,i,":at;_'rttII,I Il I.J.aoc% Page 15 of 16 ` CITY OF CITY HALL 'N.... Federal Way 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalway com (F) Segment 6 - S 348th 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. Page 16 of 16 EXHIBIT C DELEGATION OF SIGNATURE AUTHORITY FURTHER to Exhibit A (Signature Authority Policy) to the Resolution to Amend and Adopt the Signature Authority Policy, dated August 21, 2013, Gregg Strumberger, General Counsel, ZFTI, hereby delegates authority to the following individuals to execute and deliver, on behalf of Zayo Group, LLC, the below identified agreements, as listed below, with both (i) a total contract value of less than $500,000, and (ii) requiring no Zayo Group DOA approval: Zach Nebergall Metro Dark Fiber Service Orders, Metro Construction Services Orders, and [Vendor] Service Orders for the purchase of third party services to support Metro Dark Fiber Pam Moore Long Haul Dark Fiber Service Orders, ILA Colocation Service Orders, Long Haul Construction Services Orders, and [Vendor] Service Orders for the purchase of third party services to support Long Haul Dark Fiber Sunita Krishna ISP Service Orders, Real Estate [Vendor] Agreements, and [Vendor] Service Orders for the purchase of third party services to support ISP Robert Johnston Professional Services (aka zOne) Service Orders and [Vendor] Service Orders for the purchase of third party services to support zone or Operations David Jones FTT Service Orders and [Vendor] Service Orders for the purchase of third party services to support FTT Jake Fuller Small Cell Service Orders and [Vendor] Service Orders for the purchase of third party services to support Small Cell Dan Enright [Vendor] Project Service Agreements, and [Vendor] Service Orders for the purchase of third party services to support OSP Dylan Devito Underlying Rights Agreements [Vendor] The foregoing delegation will be deemed to be automatically withdrawn for that individual if he /she ceases to be the manager of the related service product. Dated this VO day of 2014 Gregg Strumberger neral Counsel, ZFTI ACKNOWLEDGMENT j STATE OF roI or-OLd o COUNTY OF I.'Sou� Q r BEFORE ME, the undersigned authority, on the c)I day of tL-l. , 2013, personally appeared c.r who is of an whose name i ubscribed to the foregoing instrument, and acknowledged to Ae that he /she executed the same as his /her free act and deed and for the purpose and consideration therein expressed. vGv Notary ublic Ito mmisslon Expires NFL E TTH6IAL f��A EWS NOTARY PUBLIC STATE OF COLORADO NOTARY ID 20124070670 MY COMMISSION EXPIRES OCTOBER 29, 2016