HomeMy WebLinkAboutContract CAG-14-016
CONDUIT SPACE LEASE AGREEMENT
Between
CITY OF RENTON
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 Renton
("Renton"), a noncharter code city under RCW 35A, and a municipal corporation of the State of
Washington, 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
Renton, pursuant to Ordinance No.5497, and
WHEREAS, Zayo has requested authorization from Renton to place Zayo fiber optic cable
within a city-owned conduit path from an existing 25-TA vault on the NW corner of Wells Ave.
N and N 1St St on the north side of N 1St St to approximately 400 conduit feet south of the Park
Ave. N overpass over the BNSF RR tracks, and
WHEREAS, the specific city conduit pathway addressed herein runs from an existing 25-TA
vault on the NW corner of Wells Ave. N and N 1St St on the north side of N 1 st St in a 2 inch
street lighting conduit to the NE corner of N 1 st and Burnett Ave. N, into a 3 inch conduit with 3
each existing 1 inch innerduct, crossing under Burnett to the west side of the street, north on the
west side of Burnett Ave. N to the SW corner of N 3rd St, westerly on N 3rd St approximately 275
feet, crossing under N 3rd St as it sweeps from north to east to the east side of Logan Ave N,
north on the east side of Logan Ave. N to the SE corner of N 4th St, into a 4 inch conduit running
north on the east side of Logan Ave. N to N 8th St while connecting to the signal N 6th St, east on
the south side of N 8th St to the SE corner of Park Ave. N, north on the east side of Park Ave. N
to the NE corner of Park Ave. N, Park Ave. N and Logan Ave. N, easterly on the north side of
Park Ave. N to the NE corner of Park Ave. N, Garden Ave., N and Lake WA Blvd. N, into a 2
inch street lighting conduit on the east side of Lake WA Blvd., northeasterly on the east/south
side of Lake WA Blvd. as it sweeps to the east approximately 500 feet while sweeping onto the
south side of Houser Way N which merges onto Lake WA Blvd. N, easterly under the BNSF RR
in the street lighting conduit to the easterly side of Houser Way N, southerly on the easterly side
of Houser Way N to the last street light on the conduit approximately 400 conduit feet south of
the Park Ave. N overpass over the BNSF RR tracks. Total distance in existing conduit is
approximately 8,700 feet. Conduit terminates on the east side of Houser Way N., and
WHEREAS, Renton and Zayo each desire to enter into this Conduit Space Lease Agreement in
order to facilitate Zayo's provision of telecommunications services, and
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WHEREAS, Zayo will provide in-kind services as consideration for such conduit use, as more
particularly described in Exhibit A.
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) "Renton Affiliates" means any (i) public agency (including any municipal
corporation) with which Renton has a valid and effective Interlocal Agreement pursuant
to and in accordance with RCW 39.34; or(ii) public service nonprofit organization with
which Renton 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 Renton 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 Renton, 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 144 strands of 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 Renton:
IT Director
City of Renton
1055 S. Grady Way
Renton, WA 98057
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If to Zayo:
Zayo Group, LLC
1805 291h 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, Renton hereby leases to Zayo
space in Renton's Conduit running from an existing25-TA vault on the NW corner of Wells Ave.
• and N 1 St St on the north side of N 1St St in a 2 inch street lighting conduit to the NE corner of
• 1St and Burnett Ave. N, into a 3 inch conduit with 3 each existing 1 inch innerduct crossing
under Burnett to the west side of the street, north on the west side of Burnett Ave. N to the SW
corner of N 3`d St, westerly on N 3`d St approximately 275 feet, crossing under N 3`d St as it
sweeps from north to east to the east side of Logan Ave N, north on the east side of Logan Ave.
N to the SE corner of N 4th St, into a 4 inch conduit running north on the east side of Logan Ave.
N to N 8th St while connecting to the signal N 6th St, east on the south side of N 8th St to the SE
corner of Park Ave. N, north on the east side of Park Ave. N to the NE corner of Park Ave. N,
Park Ave. N and Logan Ave. N, easterly on the north side of Park Ave. N to the NE corner of
Park Ave. N, Garden Ave., N and Lake WA Blvd. N, into a 2 inch street lighting conduit on the
east side of Lake WA Blvd., northeasterly on the east/south side of Lake WA Blvd. as it sweeps
to the east approximately 500 feet while sweeping onto the south side of Houser Way N which
merges onto Lake WA Blvd. N, easterly under the BNSF RR in the street lighting conduit to the
easterly side of Houser Way N, southerly on the easterly side of Houser Way N to the last street
light on the conduit approximately 400 conduit feet south of the Park Ave. N overpass over the
BNSF RR tracks. Total distance in existing conduit is approximately 8,700 feet. Conduit
terminates on the east side of Houser Way N., as depicted in Exhibit B, incorporated and made
part of this Agreement by this reference for the Term (as defined herein).
2.2 Renton'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 Renton, to Renton's
community as well as communities surrounding Renton. Renton 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, Renton 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 and Segment 5 (as defined in Section 7 herein), and Renton shall have no
right to install facility within the Zayo Innerduct with respect to Segment 2, Segment 3 and
Segment 4 (as defined in Section 7 herein).
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1 ,
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 Renton that
arise from the As-Is Condition of the Conduit. Renton acknowledges that the foregoing is not
intended to constitute a waiver or release of Renton's liability by Zayo arising out of Renton'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 the day before the twentieth (20th) anniversary of the
Effective Date (the "Initial Term"),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 Zayo shall have no obligation to pay to Renton any fee during the Initial Term.
Zayo shall complete the projects identified in Exhibit A, attached hereto (each, a"Project" and
collectively,the "Projects"), and incorporated by this reference; provided that each of the
Projects shall be completed within six (6) months after Zayo receives all Renton and third party
permits required for the completion of each applicable Project.
4.2 Renton 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
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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) the number and diameter of empty conduits between the endpoints;
(2) confirmation that all empty conduits contain pull ropes;
(3) identification of any empty conduits that are not continuous,are obstructed,or
are otherwise not usable;
(4) physical labeling of the identified bad conduits at the endpoints;
(5) identification of the cables installed in non-empty conduits by cable type and
owner,based on available labels and markings;
(6) confirmation that the segment includes locate wire;
(7) GIS coordinates of all access points;
(8) identification of any abandoned fiber cables
5.3 Limitation on Renton's Use. Renton may not resell the City Fiber and/or any other in-
kind compensation provided by Zayo, and Renton's use of such City Fiber and in kind
compensation is expressly limited to non-commercial, public use by Renton or Renton Affiliates.
In the event a Renton 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 Renton
Affiliate), the use of the City Fiber and/or any other in-kind compensation provided by Zayo by
such affected Renton 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. Renton shall be responsible for performing all maintenance
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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 — N 1" St ka Wells Ave to N 1St St A Burnett Ave N. Zayo
and Renton 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 Renton 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
Renton shall be fully responsible for the City Fiber and any other Renton-owned fiber (including
fiber related to traffic signals)). The parties acknowledge that the Zayo Fiber shall Override the
City Fiber along this segment.
(B) Segment 2 - N 1St St g Burnett Ave N to Logan Ave N g N 4th Ave.
Zayo and Renton shall each be responsible for the cost of maintenance for the Conduit as
follows: Zayo shall be responsible for thirty-three percent (33%), and Renton 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 Renton shall be fully responsible for the City Fiber and any other Renton-owned
fiber (including fiber related to traffic signals)). The parties acknowledge that the Zayo Fiber
shall be installed within Zayo Innerduct fiber along this segment.
(C) Segment 3 - Logan Ave N (cry N 4th Ave to 250' east of Logan Ave n, Park
Ave N. Zayo and Renton shall each be responsible for the cost of maintenance for the Conduit
as follows: Zayo shall be responsible for thirty-three percent (33%), and Renton 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 Renton shall be fully responsible for the City Fiber and any other Renton-owned
fiber (including fiber related to traffic signals). The parties acknowledge that the Zayo Fiber
shall be installed within Zayo Innerduct fiber along this segment.
(D) Segment 4 - 250' west of Logan Ave g Park Ave N to 250' east of
Garden Ave N g Lake Washington Dr. Zayo and Renton shall each be responsible for the cost
of maintenance for the Conduit as follows: Zayo shall be responsible for thirty-three percent
(33%), and Renton 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 Renton shall be fully responsible for the City
Fiber and any other Renton-owned fiber (including fiber related to traffic signals). The parties
acknowledge that the Zayo Fiber shall be installed within Zayo Innerduct along this segment.
(E) Segment 5 - 250' east of Garden Ave N (cry, Lake Washington Dr. to
Houser WU N. Zayo and Renton shall each be responsible for the cost of maintenance for the
conduit as follows: Zayo shall be responsible for fifty percent (50%), and Renton 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 Renton shall be fully responsible for the City Fiber and any other Renton-owned
:�, Page 6 of 15
fiber(including fiber related to traffic signals). The parties acknowledge that the Zayo Fiber
shall Override the City Fiber along this segment.
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 Renton, Party
includes the City of Renton, Renton'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. RENTON 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 Renton in writing of proposed assignment, sublet, or
encumbrance, identifying the entity and contact information, and obtain Renton'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
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7
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 Renton:
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 Renton for any reason,
Zayo's right to use the conduit shall terminate and ownership of the Zayo Fiber shall revert to
Renton.
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 Renton 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 Renton 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 Renton and Zayo concerning
the Conduit, City Fiber, or Zayo Fiber. Any subsequent modification or amendment of this
Agreement shall be binding upon Renton 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.
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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 RENTON: ZAYO GROUP, LLC:
By: By:
Hon. benis Law, Mayor �,,, gg Strumberger
City of Renton -' General Counsel, ZFTI
Zayo Group, LLC
OF Rt
Attest: �� - wG�
Bonnie I. Walton, Cit}rCger • x
Approved as to al form:
Al
Lawrence J. Warren, City Attorney
Page 9 of 15
STATE OF +494;_ )
0 orod o ) ss. (Acknowledgement for
COUNTY OF¥ € 3
On this � day of �a, , 20Lq_, before me, a Notary Public in and for the State of
o Win, duly commissioned and sworn, personally appeared Cro 5v�� v , to me known to be the
(1 2 2,►cj 1 r)5A-11 of I a- o (4,-j, Lk C , the entity that executed the foregoing instrument as
(,
6 �yy j, ,,a��,- �, , nd _
acknowled ed to met at he signed the same as the free and voluntary act and deed of
said en ty 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) ruI ii UrD.(1+U [Prin(ed Name]
-
NOTARY PUBLIC in and for the State of presiding at -o: ,i j,z r
My commission expires ` 'o r,
NICOLE L MATTHEWS J
NOTARY PUBLIC
STATE OF COLORADO
NOTARY ID 20124070670
MY COMMISSION EXPIRES OCTOBER 29.2M6
Page 11 of 15
[PLACEHOLDER FOR EXHIBIT A(WITH ATTACHMENT 1]
E. ��; Page 13 of 15
[PLACEHOLDER FOR EXHIBIT Ill
Page 14 of 15
EXHBIT C
ZAYO'S RESOLUTION TO AMEND AND ADOPT
SIGNATURE AUTHORITY POLICY
Al, ��� �.. � Page 15 of 15
err/
H. NE 4th & Nile Ave NE—(i) place fiber/conduit/riser(as applicable)from the Renton Cabinet to the
PSE pole; (ii) adjust Renton fiber aerial slack approximately 600'; (iii) install an aerial splice case,
midsheath the existing cable and add 24 ct City fiber cable; (iv) install a 12 port patch panel in the
TSC; (v)terminate twelve (12)fibers in the TSC using SC-UPC connectors; and (vi) splice twelve (12)
fibers at each end. Renton shall be responsible for obtaining and paying the costs for applicable PSE
permits. Renton shall own such facilities upon completion by Zayo.
I. Gene Coulon Park—(i) construct 500' of two new 2" underground conduits from the south side of
Lake Washington Blvd. at the Houser Way N intersection start point to the edge of Gene Coulon
Park; (ii)Construct and connect one conduit from the edge of Gene Coulon Park shall be extended
to the Parks Maintenance building located at 1201 Lake Washington Blvd. N; (iii)Core into the Parks
Maintenance building, place 12"x 12"j-box and route the conduit into the building at to a location
designated by Renton; (iv) place 48ct City fiber cable from the traffic signal cabinet at Lake
Washington Blvd N, Park Ave N and Garden Ave. N to the Park Maintenance building; and
(v)terminate six(6)fibers inside Gene Coulon Maintenance building's wall mount patch panel using
SC-APC connectors. Zayo shall own the one (1)conduit that terminates at the edge of Gene Coulon
Park upon completion. Renton shall own the conduit,and the fiber installed therein,that
terminates inside the Maintenance building upon completion by Zayo. Each Party shall be
responsible for fifty percent(50%)of the cost of maintenance and repair of the duct bank installed
by Zayo; provided that fiber maintenance within each conduit shall be the responsibility of the
respective owner.
J. Long Lift Station—(i) overlash approximately 500ft of 24ct City fiber cable to existing City of Renton
aerial fiber from Sierra Heights School to Long Lift Pump station; (ii) provide splice case and a twelve
(12) port patch panel in Long Lift Station; (iii) midsheath existing aerial Renton fiber and perform 6
splices; and terminate six(6)fibers at Long Lift Station using SC-APC connectors. Renton shall be
responsible for obtaining and paying the costs for applicable PSE permits. Renton shall own the
conduit installed by Zayo upon completion by Zayo.
K. Intermediate splices to connect Locations B. C, D. E, F,G, H, I.J (above) to City Hall -open the
existing splice enclosures at the locations listed, splice the number of fibers listed, and reclose the
cases and the vaults at the following locations:
(i) Splice 18 strands of fiber in existing 25-TA vault on the NE corner of NE Sunset Blvd. and
Duvall Ave. NE;
(ii) Splice 12 strands of fiber in existing 25-TA vault on the east side of Union Ave NE 550 feet
north of NE 4th St
(iii) Splice 12 strands of fiber in existing 25-TA vault on the NW corner of N 1st St and Wells Ave
N
(iv) Splice 12 strands of fiber in existing 25-TA vault on the NW corner of Grady Way S and Wells
Ave S.
L. Renton shall own all facilities installed by Zayo upon completion by Zayo.
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
Renton, in accordance with Section 4.1 of the Agreement. Zayo shall:
A. provide an IRU in six(6)fiber strands running approximately fifty five thousand feet(55,000')
underground from 3355 S. 120th Place,Tukwila,WA Room 133 to 20016th Ave, Seattle WA Room
1901 "191h Floor Meet me Room". See Fiber Design Drawing attached to this Exhibit A, as
Attachment 1.
B. NE Sunset& Hoquiam Ave NE—install an aerial splice case, midsheath the 36ct aerial cable and add
a 24ct City fiber cable to the splice case through the existing riser; (ii) adjust Renton fiber aerial slack
approximately 200' (iii) install a 12 port patch panel in the traffic signal cabinet(TSC); (iv)terminate
twelve (12)fibers in the TSC using SC-UPC connectors; and (v) splice twelve (12)fibers at each
end. Renton shall own such facilities upon completion by Zayo.
C. SE 128th St. & 156th Ave SE—(i) place fiber/conduit/riser(as applicable)from the Renton Cabinet to
the PSE pole; (ii) add 24ct City fiber cable to the existing splice case; (iii) install a 12 port patch panel
in the TSC; (iv)terminate twelve (12)fibers in the TSC using SC-UPC connectors; and (v) splice 12
fibers at each end. Renton shall be responsible for obtaining and paying the costs for applicable PSE
permits. Renton shall own such facilities upon completion by Zayo.
D. Airport Way N & Rainier Ave.—(i) replace existing Type 1 HH with 25TA; (ii)adjust 50' existing
Renton 288ct cable to new 25TA; (iii) place 50' new 2" conduit from 25TA to existing Type 1 HH near
Renton TSC; (iv) place new 24ct City fiber cable, (v) install a splice case and midsheath 288ct cable;
(vi) install a 12 port patch panel in the TSC; (vii)terminate twelve (12) fibers in the TSC using SC-UPC
connectors; and (viii) splice and terminate twelve (12)fibers at each end. Renton shall own such
facilities upon completion by Zayo.
E. NE 4th & Duvall Ave. NE—(i) place fiber/conduit/riser(as applicable)from the Renton Cabinet to the
PSE pole; (ii) adjust Renton fiber aerial slack approximately 100% (iii) provide and install an aerial
splice case, midsheath the existing 48ct City fiber aerial cable and add 24ct cable; (iv) install a 12
port patch panel in the TSC; (v)terminate twelve (12)fibers in the TSC using SC-UPC connectors; (vi)
splice twelve (12)fibers at each end. Renton shall be responsible for obtaining and paying the costs
for applicable PSE permits. Renton shall own such facilities upon completion by Zayo.
F. NE 4th & Hoquiam Ave. NE—(i) place fiber/conduit/riser(as applicable) from the Renton Cabinet to
the PSE pole; (ii) adjust Renton fiber aerial slack approximately 500% (iii) install an aerial splice case,
midsheath the existing 48ct aerial cable and add 24ct City fiber cable; (iv) provide and install a 12
port patch panel in the TSC; (v)terminate twelve (12)fibers in the TSC using SC-UPC connectors; and
(vi) splice twelve (12)fibers at each end. Renton shall be responsible for obtaining and paying the
costs for applicable PSE permits. Renton shall own such facilities upon completion by Zayo.
G. NE 4th &Jehrico Ave. NE—(i) place fiber/conduit/riser(as applicable)from the Renton Cabinet to
the PSE pole; (ii) adjust Renton fiber aerial slack approximately 800% (iii) install an aerial splice case,
midsheath the existing cable and add 24ct City fiber cable; (iv) install a 12 port patch panel in the
TSC; (v)terminate twelve (12)fibers in the TSC using SC-UPC connectors; (vi) splice twelve (12)fibers
at each end. Renton shall be responsible for obtaining and paying the costs for applicable PSE
permits. Renton shall own such facilities upon completion by Zayo.
r
EXHIBIT B
CONDUIT
Segment 1 —N 1St St Wells Ave to N 1St St na Burnett Ave N
Sep-ment 2 —N 1St St na Burnett Ave N to Lop-an Ave N N 4th Ave
Segment 3. Logan Ave a,N 4th Ave to 250' east of LogdWye Park Ave N. '
x .
4'
Segment 4. 250' west of Logan Ave Park Ave N to 250' east of Garden Ave N Lake
Washington Blvd North
a
E
Segment d' Ave / Lake Washington*"fvd
c
t
1 F f
Zayo handhole placement—Zato place handholes adjacent to exg City of Renton vaults at the
following locations:
1. NW corner of Logan Rd @ Garden Ave N
2. NE corner of Logan Rd @ Park Ave N
3. SE corner of Park Ave N @ N 10th St
4. SW corner of Park Ave N @ N 81h St
5. SE corner of Logan Ave N @ N 8th St
6. SE corner of Logan Ave N @ N 4th St
� � auP Yqj`�
CERTIFYING STATEMENT
I, Matt Erickson, hereby certify that:
1. 1 am the President of Zayo Fiber and Transport Infrastructure, a business unit of
Zayo Group, LLC; and
2. The attached "Resolution to Amend and Adopt Signature Authority Policy" dated
August 21, 2013 was in fact duly authorized and enacted on or about August 21,
2013.
�o�U/u�C'IU
STATE OF N )
ss
County of (.'��, ,'��X,-- )
On this d day of V 1.kr, LL� before me personally appeared r�aJ4- C";( �rrn
to me known to be the President of the Zayo Fiber and Transport Infrastructure business unit of
Zayo Group, LLC, the corporation that executed the foregoing instrument, and acknowledged
said instrument to be the free and voluntary act and deed of said corporation, for the uses and
purposes therein mentioned, and on oath stated that he is authorized to execute said
instrument.
GIVEN under my hand and official seal the day and year,I st above written.
(SEAL)
o d0 Notary Public in and for the State of
�-vr�w Freon, residing at
Print Name: -jr);rnIp e S
My commission expires: I o ) ' r
STATE OF
COUNTYOF
ZAYO GROUP,LLC
RESOLUTION TO AMEND AND ADOPT SIGNATURE AUTHORITY POLICY
ZAYO FIBER AND TRANSPORT INFRASTRUCTURE
INTERCOMPANY GOVERNANCE COMMITTEE MEETING
August 21, 2013
WHEREAS, Zayo Fiber Transport and Infrastructure ("ZFTI") is a business unit of Zayo Group,
LLC.
WHEREAS, ZFTI formally implemented its initial Signature Authority Policy on January 13,
2011, as amended to date;
WHEREAS, ZFTI wishes to implement certain changes to its Signature Authority Policy to reflect
personnel changes and to increase the amount of delegation authority;
Now, THEREFORE, BE IT RESOLVED AND CONFIRMED, that the CEO and CFO of Zayo Group,
LLC and the Management Committee of ZFTI hereby approve of the Zayo Fiber & Transport
Infrastructure Signature Authority Policy attached hereto as Exhibit A.
GENERAL AUTHORIZING RESOLUTIONS
REs oLvED FURTHER, that the herein named officers of Zayo Fiber and Transport Infrastructure
be, and each hereby is, authorized and directed,for and on behalf of the Zayo Group,LLC to execute and
deliver such documents and instruments, and to do such acts and things as the officer deems necessary or
advisable in order to implement the foregoing resolutions; and
RESOLVED FURTHER, that the herein named officers of Zayo Fiber and Transport Infrastructure
be, and each hereby is, authorized and directed to take such further actions and execute such documents
as may be necessary in order to implement the foregoing resolutions.
Page I 1
EXHIBIT A
SIGNATURE AUTHORITY POLICY
Purpose. To establish the members of management who are authorized to execute contracts on
behalf of ZFTI and Zayo Group, LLC with regard to the business of ZFTI.
Policy. ZFTI has designated the following persons and positions as authorized to execute
contracts on behalf of ZFTL
Matt Erickson, President, ZFTI
David Brainard, Chief Financial Officer, ZFTI
Gregg St unberger, General Counsel, ZFTI
Ken desGarennes, (Zayo Group, Chief Financial Officer)
Scott Beer, (Zayo Group, General Counsel & Secretary)
(hereinafter "Authorized Signatories').
For purposes of this Policy, the term "contracts" means any written agreement between Zayo
Group, LLC and another party for the purchase or sale of products or services, or other business
activities of ZFTI, including amendments, addenda, exhibits, schedules, statements of work,
service orders, and purchase orders, which include binding legal or financial obligations for Zao
Group, LLC. This Policy incorporates the ZFTI Delegation of Authority, which states the
departmental and management level approvals required for all ZFTI contracts (see attached).
The Authorized Signatories may delegate signature authority in individual instances to other
ZFTI or Zayo Group, LLC employees, however, such delegation must be in writing and such
authority may not be delegated for any contracts with a total contract value of$500,000 or more.
Only the Authorized Signatories or their authorized delegate(s) may sign contracts on behalf of
Zayo Group, LLC. Except as stated in this Policy, no other ZFTI employee may sign contracts
for Zayo Group, LLC.
Page 12