RES 2011-22 - 14852RESOLUTION NO. 2011 -
A RESOLUTION AUTHORIZING THE CITY OF FRIDLEY TO ENTER INTO A
CONNECTIVITY SERVICES AGREEMENT WITH COMMUNITY ANCHOR
INSTITUTION(S) FOR BROADBAND SERVICES AT CO- LOCATION SERVICE SITE(S)
WITH ANOKA COUNTY AND AUTHORIZING THE MAYOR TO EXECUTE SAID
AGREEMENT
WHEREAS, Zaya Bandwith LLC (ZAYO) was recently awarded a grant from the National
Telecommunications and Information Administration which is to be combined with matching
funds from Zaya and Anoka County to build a fiber optic network in Anoka County to provide
high -speed services to Community Anchor Institutions; and
WHEREAS, Anoka County entered into an agreement with ZAYO to build a fiber optic network
in Anoka County to provide high -speed broadband services to Community Anchor Institutions;
and
WHEREAS, Anoka County recently entered into a Master Fiber Indefeasible Right of Use (IRU)
Agreement and a Wholesale Master Service Agreement with ZAYO in order to facilitate the
purposes of the grant obtained by ZAYO; and
WHEREAS, Anoka County and ZAYO have identified multiple Community Anchor Institutions
to be connected by the Care Backbone and Distribution Network which will comprise the fiber
optic network; and
WHEREAS, Anoka County desires to arrange for co- location service sites at various Community
Anchor Institutions which have been identified for the purposes of building the fiber optic
network; and
WHEREAS, the City of Fridley (CITY) has been identified as a Community Anchor Institution
and co- location service sites have been designated in the CITY;
WHEREAS, Connectivity Services will became available at the designated CITY co- location
service sites as a result of the fiber optic network built by Anoka County and ZAYO; and
WHEREAS, the CITY will have the option of accepting Connectivity Services initially, or
allowing the equipment to be installed and reserving the acceptance of Connectivity Services
until a later time; and
WHEREAS, the CITY will be referred to as an Entity, a community anchor institution which
awns, leases, controls, rents or administers a designated co- location service site; and
WHEREAS, it is in the interest of the Entity to work together with Anoka County to facilitate
ZAYO in building the fiber optic network.
Resolution No. 2011-
Page 2
NOW THEREFORE BE IT RESOLVED that the City Council of the City of Fridley is
authorized to enter into a Connectivity Services Agreement with Community Anchor Institutions
for Broadcast Services at Co- location Service Cites, Attachment 11 and that the Mayor of the
City of Fridley is hereby authorized to execute said Agreement.
PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF FRIDLEY THIS
11 TH DAY OF APRIL 2011.
Scott . Lund, Mayor
ATTEST:
bl-44' V-6-1
Debra A. Skagen, City Jerk
Connectivity Services Agreement
With Community Anchor Institution(s)
For Broadband Services
At Co- location Service Site(s)
This Agreement, entered into by and between:
1. COUNTY of Anoka (Anoka County), 2100 Third Avenue North, Anoka,
Minnesota 55303; and
2. City of Fridley, (Entity), 6431 University Ave. NE., Fridley, Minnesota,
55432.
WHEREAS, ZAYO Bandwidth LLC (ZAYO) was recently awarded a grant from
the National Telecommunications and Information Administration (NTIA) which is to be
combined with matching funds from ZAYO and Anoka County to build a fiber optic
network in Anoka County to provide high -speed broadband services to Community
Anchor Institutions; and
WHEREAS, Anoka County has recently entered into a Master Fiber Indefeasible
Right of Use (IRU) Agreement and a Wholesale Master Service Agreement with ZAYO
in order to facilitate the purposes of the grant obtained by ZAYO; and
WHEREAS, Anoka County and ZAYO have identified multiple Community
Anchor Institutions to be connected by the Core Backbone and Distribution Network
which will comprise the fiber optic network; and
WHEREAS, Anoka County desires to arrange for co- location service sites at
various Community Anchor Institutions which have been identified for the purposes of
building the fiber -optic network; and
WHEREAS, Connectivity Services will become available to each of the
Community Anchor Institutions at the co- location service sites as a result of the fiber-
optic network built by Anoka County and ZAYO; and
WHEREAS, the Community Anchor Institutions will have the option of accepting
Connectivity Services initially, or allowing the equipment to be installed and reserving
the acceptance of Connectivity Services until a later time; and
WHEREAS, Entity is a community anchor institution which owns, leases,
controls, rents or administers a designated co- location service site; and
Final Agreement as of April 4, 2011
WHEREAS, it is in the interest of Entity to work together with Anoka County to
facilitate the construction of the ZAYO System in order to encourage the continued
deployment and availability of advanced and reliable telecommunications capabilities in
Anoka County and and access to such capabilities at affordable rates.
NOW, THEREFORE, the parties hereto agree as follows:
I. DEFINITIONS
The parties agree to the following definitions for terms used in this Agreement:
a) Community Anchor Institutions: quasi - government, government,
educational and public safety institutions.
b) Co- location service sites: designated physical sites located in
various Community Anchor Institutions located in and around Anoka County. (See
Attachment A.)
c) ZAYO System: an integrated multi - cable, multi -ring fiber optic
communication system comprised of cables and ducts, lateral connections, and the
manholes and handholds locates therein, and related equipment required to provide
Connectivity Services as provided through the NTIA grant.
d) Connectivity Services: As described in Article V.
e) Underlying Rights: all deeds, IRUs, (exclusive or non - exclusive)
easements, licenses, grants, contracts and other rights, titles and interests to use real
property of any third person, which are reasonably necessary for the construction,
placement, location, installation, operation, use, IRU, rental, maintenance, repair or
replacement by ZAYO or Anoka County, as the case may be, of the ZAYO System,
Ducts, County Equipment, Cable or County Dark Fibers to the co- location sites. (See
specific identified rights for this Community Anchor institution in attachment 1).
f) IRU: Indefeasible Right of Use.
g) Equipment: electronics, optronics, and other devices as necessary
to deliver the Connectivity Services.
h) Permitted use: Connectivity services shall only be used by
Community Anchor Institutions for quasi - governmental, governmental, educational or
Final Agreement as April 4, 2011
public safety purposes and shall not be used to directly or indirectly compete with ZAYO
in the commercial markets.
i) ZAYO Staff: Employees, consultants, and other sub - contractors
working under the direction of ZAYO to install and support the ZAYO System.
II. SCOPE OF SERVICES
A. Anoka County will provide, through its contract with ZAYO, Connectivity
Services to Entity through the fiber optic network built by ZAYO. Once the fiber optic
network is built and the system is installed in the various co- location service sites,
Anoka County, through its agreement with ZAYO, its successors and /or assigns, will
provide ongoing support for the provision of Connectivity Services to Entity. Only site
locations identified with fee amounts on Attachment A will receive Connectivity
Services. Any mutually agreed changes to Connectivity Services will require a
modification to Attachment A pursuant to section XII.
B. Entity shall provide space for a co- location service site where ZAYO, on
behalf of Anoka County, can install equipment to be connected to the ZAYO system in
order to build the Fiber Optic network. Entity shall provide Underlying Rights to the co-
location site to ZAYO only pursuant to Minnesota Statutes Chapter 237 and local
ordinances for the purpose of building the Fiber Optic network to the point of
demarcation.
C. Nothing in this agreement affects or limits Entity's cable franchising
authority or other authority to manage and regulate ZAYO's use of public rights of way.
III. COSTS AND COMPENSATION
A. To the extent that Connectivity Services are used by Entity, Entity will pay
Anoka County a monthly fee as detailed in Attachment A. Fees reflect the actual costs
to provide the Connectivity Services. For entities receiving connectivity services, the
Final Agreement as April 4, 2011
initial fee is established at $75.00 per month per site for 100 mbps and $400.00 per
month per site for 1 gbps. Fees will be periodically reviewed to reflect current costs, but
will not be modified without the agreement of both parties. Initially the fees will primarily
be used to pay the proportionate share of the county's match to the project. Once the
proportionate share of this match is recovered, it is expected the fee amount will
decrease if other factors remain constant. Fees will be invoiced starting the month
following when Connectivity Services begin. Entity will provide payment within 30 days
of receipt of an invoice. Nonpayment shall be grounds for default.
B. Entity shall not charge Anoka County, or ZAYO through Anoka County, for
the Underlying Rights in the co- location site used by Anoka County and ZAYO to build
the Fiber Optic Network. Additionally, Entity shall not charge rent, access fees, lease
payments, or any other fee to Anoka County or ZAYO for the co- location space
provided for the installation and housing of Equipment provided for connectivity service
for Entity.
IV. PHYSICAL ACCESS TO CO- LOCATION SITE
A. Entity shall provide co- location space at co- location service sites indicated
on Attachment A where ZAYO, on behalf of Anoka County, can install Equipment to
provide services. Security shall be maintained at the site as indicated in Attachment B.
Entity shall provide adequate power and temperature control as may be further detailed
on the service order Attachment B. Entity shall provide all Underlying Rights and rights
of access necessary for ZAYO to enter the premises and to construct and maintain fiber
connections across the co- location service site whether the site is owned, leased,
rented or administered by Entity.
B. ZAYO, on behalf of Anoka County, shall provide, install, maintain, repair,
operate and control its Equipment, as necessary. Unless specifically provided in
Attachment A, there shall be no cost to Entity for the purchase and/ or installation of the
ZAYO Equipment. Any ZAYO Equipment shall be maintained and replaced at no
Final Agreement as April 4, 2011
expense to Entity until the earlier of August 17, 2017, or this contract is otherwise
terminated. Thereafter, if the ZAYO Equipment deteriorates, or no longer supports the
provisioning of services, Entity agrees that it shall pay the prorata costs incurred in the
replacement of such ZAYO Equipment.
C. ZAYO, through Anoka County, may request permission to place additional
ZAYO Equipment at the co- location service site indentified in Attachment A to solely
service commercial customers. If Entity elects to allow such installation for commercial
service at the co- location service site, ZAYO shall pay to Entity $250 per month for the
first device, and $100 per month for each additional device. No co- location fees will
apply if ZAYO Equipment used to provide services to Entity and to Anoka County if such
ZAYO Equipment is also used to serve a commercial customer.
D. The ZAYO Equipment shall remain the sole and exclusive property of
ZAYO, and nothing contained herein shall give or convey to Entity any right, title or
interest whatsoever in the ZAYO Equipment. The ZAYO Equipment shall remain
personal property, notwithstanding that it may be or become attached to, or embedded
in, realty. The ZAYO Equipment shall not be considered a fixture of that real property.
Neither Anoka County nor Entity shall tamper with, remove or conceal any identifying
plates, tags, or labels identifying ZAYO's ownership interest in the ZAYO Equipment.
E. Equipment and service beyond the point of demarcation and /or
interconnection between ZAYO's facilities and Entity terminal Equipment and the wiring
at the point of demarcation shall be the responsibility of the Entity.
F. Entity shall provide access to ZAYO on behalf of Anoka County to provide
services for purposes of installation, maintenance and repair of ZAYO Equipment.
ZAYO, on behalf of Anoka County, shall restrict access to the co- location site space to
authorized ZAYO staff. ZAYO staff shall abide by any physical security requirements
provided to ZAYO in writing. ZAYO shall make reasonable attempts to provide at least
two days notice prior to entering the co- location site to install, maintain, or repair any of
Final Agreement as April 4, 2011
the ZAYO Equipment. If it is not reasonably possible to provide such notice, or in an
emergency, ZAYO shall provide notice as soon as practicable, but in all events prior to
entering the co- location site. See Attachments B and D.
G. If Entity provides its own Equipment, Anoka County, or ZAYO on Anoka
County's behalf, shall have no obligation to install maintain or repair the Equipment. If,
on responding to an Entity initiated service call, Anoka County, ZAYO and Entity jointly
determine that the cause of the service delinquency was a failure, malfunction or the
inadequacy of Entity's Equipment, Entity shall compensate Anoka County /ZAYO for
ZAYO's actual time and materials expended during the service call.
H. Neither party shall adjust, align, attempt to repair, relocate or remove the
other party's Equipment, or ZAYO's Equipment, except as expressly authorized in
writing by the other party or ZAYO.
I. Prior to any installation of the ZAYO System, ZAYO will submit to Entity
entrance and construction plans specifying the location, construction and method of
installation related to the System. Entity shall respond to the plans with any objections
as soon as reasonably possible, but in any event no later than 60 days. Entity shall
immediately provide notice to ZAYO of known asbestos or other hazardous substances,
pollutants or contaminants as defined by the Comprehensive Environmental Response
Compensation and Liability Act (CERCLA), Title 42, U.S. Code, or similar state or
federal law.
J. Entity shall provide to Anoka County 24 -hour contact information for the
purpose of gaining co- location service site access. This information shall be used for
both business hour and non - business hour services access. Entity will review and
update the information provided as needed, but at least on an annual basis. See
Attachment D.
Final Agreement as April 4, 2011
K. Entity shall not arbitrarily or capriciously require ZAYO to relocate ZAYO
Equipment. However, upon ninety (90) days written notice, or, in the event of any
emergency, Entity may require ZAYO to relocate co- located ZAYO Equipment;
provided, however, the site of relocations shall afford comparable environmental
conditions for the ZAYO Equipment and a comparable accessibility to the ZAYO
Equipment.
V. CONNECTIVITY SERVICE LEVEL REQUIREMENTS
A. Anoka County, through its agreement with ZAYO, shall provide
Connectivity Services to Entity at the capacity level indicated in Attachment A. Any
upgrades to service will be dependent on costs of Equipment, fees to ZAYO, capacity
limitations of the network, and other relevant factors. Entity recognizes that the network
has a total bandwidth of 10gbps on the core ring and 1 gbps on distribution rings and
distribution laterals. This total capacity is shared among other Community Anchor
Institutions which are part of this project. Entity agrees to work with Anoka County to
manage bandwidth and equitably resolve capacity issues on the network.
B. Dark fibers will be installed at each co- location service site as indicated in
Attachment A. These dark fibers will be terminated at the site and are reserved for
future use. This agreement neither contemplates nor conveys to Entity present or future
rights to the use of the dark fiber. Any future use will be by a separate agreement and
at an additional cost.
C. Entity may use the network only to provide service to itself, and agencies
and departments of the Entity in keeping with the Permitted Uses of this Agreement.
D. Transport Availability: The transport services being provided will meet or
exceed 99.999% network availability for protected optical service, 99.99% for protected
TDM based services such as DS3s and DS1 s and 99.9% for unprotected services as
measured on a monthly basis. If Network Availability is below the percentage above in
Final Agreement as April 4, 2011
two out of the three preceding calendar months not due to an Excused Outage, the
same shall constitute an event of default hereunder.
E. Ethernet Availability: The Ethernet Services being provided will meet or
exceed 99.9% network availability for unprotected service and 99.95% for protected
service as measured on a monthly basis. If Network Availability is below 99.9% for
unprotected circuits and 99.95% for protected circuits in two out of the three preceding
calendar months not due to an Excused Outage, the same shall constitute an event of
default hereunder.
F. Mean Time To Repair (MTTR): ZAYO's MTTR will be four hours for
protected services and eight hours for unprotected services as measured on a monthly
basis for outages of the services provided or any part of the services provided; for
example an individual DS3 or group of DS3s. If ZAYO's MTTR for all protected services
is greater than four hours in two out of the three preceding months not due to a Force
Majeure Event such occurrence shall constitute an Event of Default on the part of
ZAYO, on behalf of Anoka County, for the affected circuit.
VI. TERM
This Agreement will be for a period commencing on the date of signing by both
parties, and continuing until August 16, 2015 (Initial Term), with up to a total of three (3)
renewal periods of additional five (5) years terms (Renewal Terms) upon written
amendment. Both parties shall provide written notice of intent to renew this agreement
not less than one hundred eighty days (180) before the end of the Initial Term or
Renewal Term. For purposes of this agreement, written notices shall be sent to the
addresses of each of the Parties as indicated above. Upon the termination or expiration
of this Agreement, Anoka County shall have no further obligation to provide Services
and no further liability to Entity. Upon termination or expiration of this agreement, ZAYO
shall be provided a reasonable opportunity to retrieve its equipment from the co- location
service site(s). At the request of the entity, ZAYO will remove equipment from individual
Final Agreement as April 4, 2011
terminated co- location sites within a mutually agreed time not to exceed 180 days.
Upon termination of Entity's connectivity service from a co- location site, without
terminating this entire agreement, ZAYO, at the request of the entity, shall remove its
equipment from said co- location site within a mutually agreed time not to exceed 180
days and any underlying rights for that co- location site shall terminate with the removal
without further action or notice by any party. Any underlying rights granted by the
Entity under this Agreement shall terminate or expire with the Agreement without need
for further action or notice by any party.
VII. INDEMNIFICATION
To the extent permitted by law, each party shall indemnify, defend and hold
harmless the other party, it's commissioners, council members, school board members,
superintendents, directors, officers, employees and agents, successors and assigns,
from all damages, costs, expenses and liabilities, including reasonable attorney's fees
and disbursements, sustained in any action commenced by any third party in
connection with the indemnifying party's performance of its obligations and duties under
this Agreement except those damages, costs, expenses, and liabilities arising from the
negligence or willful misconduct of the other party. The indemnified party shall promptly
notify the other party in writing of any such law suit or claim.
Under no circumstances shall a party be required to pay on behalf of itself and
other parties, any amounts in excess of the limits on liability established in Minnesota
Statutes, Chapter 466, or any similar statutory limits on tort liability.
VIII. INSURANCE
During the Initial Term, and during each renewal term, each party shall obtain
and maintain not less than the insurance set forth in Attachment C.
IX. LIABILITY AND LIMITATIONS OF LIABILITY
Final Agreement as April 4, 2011
A. Entity shall be liable for any loss of or damage to the ZAYO Equipment at
the co- location site caused by Entity's negligence, intentional acts, willful misconduct or
unauthorized maintenance subject to statutory limits. Entity shall reimburse Anoka
County on behalf of ZAYO for the reasonable cost of repair of the ZAYO Equipment, or
the replacement thereof, within thirty (30) days after receipt by Entity of a written
request for reimbursement.
B. Anoka County shall be liable for any loss of or damage to Entity's
equipment caused by Anoka County or ZAYO's negligence, intentional act, willful
misconduct or unauthorized maintenance. Anoka County shall reimburse Entity for the
reasonable cost of repair of the equipment, or the replacement thereof, within thirty (30)
days after a written request for reimbursement and ZAYO has reimbursed Anoka
County for the loss or damage pursuant to Anoka County's Agreement with ZAYO.
Anoka will make reasonable effort to pursue reimbursement on the Entity's behalf.
C. Anoka County shall not be liable for delays in installation, commencement
or restoration of the service; for any temporary or permanent cessation of service; for
errors, malfunctions, delays or defects in transmission of the service; for loss or damage
occasioned by a Force Majeure Event. Anoka County's liability for any and all causes
and claims whether based in contract, warranty, negligence or otherwise shall in no
event exceed: 1) an amount equivalent to the proportionate charge by Anoka County to
Entity for the period of service affected, or 2) if applicable, the replacement value of any
Entity equipment which is lost or damaged as a result of Anoka County's gross
negligence or willful misconduct.
D. ANOKA COUNTY NEITHER ASSUMES NOR MAKES ANY WARRANTY,
EXPRESS, IMPLIED, STATUTORY OR OTHERWISE AS TO THE DESCRIPTION,
QUALITY, MERCHANTIBILITY, COMPLETENESS OR FITNESS FOR ANY
PARTICULAR PURPOSE OR USE OF THE SERVICE, LOCAL ACCESS OR ANY
Final Agreement as April 4, 2011
OTHER MATTER, EXCEPT AS SET FORTH IN THIS AGREEMENT. SUCH
WARRANTIES ARE HEREBY EXCLUDED AND DISCLAIMED.
X. FORCE MAJEURE
Neither party individually and Anoka County on behalf of ZAYO shall be liable for
any failure of performance hereunder due to causes beyond its reasonable control
including, but not limited to acts of God, fire, explosion, vandalism, cable cut, flood,
storm, or other similar catastrophe, any law, order, regulation, direction, action or
request of the government, or any department, agency, commission, court, or bureau of
a government, or any civil or military authority, national emergency, insurrection, riot,
war, strike, lockout, or work stoppage (each a "Force Majeure event "). The party
claiming relief under this section shall notify the other party of the occurrence or
existence of the Force Majeure event and of the termination of such event. In the event
Anoka County through ZAYO is unable to deliver services as a result of a Force
Majeure event which precludes ZAYO from performing, the other party shall not be
obligated to pay for the services so affected for as long as ZAYO is unable to deliver the
Services.
XI. COMPLIANCE WITH LAWS
In providing all services pursuant to this Agreement, the parties shall abide by all
statutes, ordinances, rules and regulations pertaining to or regulating the provision of
such services, including those now in effect and hereafter adopted. Any violation of
said statutes, ordinances, rules, or regulations shall constitute a material breach of this
Agreement and shall entitle the Parties to terminate this Agreement immediately upon
delivery of written notice of termination.
Final Agreement as April 4, 2011
XII. MODIFICATIONS
Any material alterations, modifications, amendments, or variations of the terms of
this Agreement shall be valid and enforceable only when they have been reduced to
writing as an amendment and signed by the parties.
XIII. DATA PRIVACY
In collecting, storing, using and disseminating data on individuals in the course of
providing services hereunder, the parties agree to abide by all pertinent state and
federal statutes, rules and regulations covering data privacy, including, but not limited
to, the Minnesota Government Data Practices Act and all rules promulgated pursuant
thereto by the Commissioner of the Department of Administration.
All data created, collected, received, stored, used, maintained, or disseminated
by the parties in performing this Agreement is also subject to the provisions of Minn.
Stat. § 13 et. seq. (the Minnesota Government Data Practices Act) and, pursuant to that
statute, the parties must comply with the requirements of that statute. All remedies set
forth in Minn. Stat. § 13.08 shall also apply to the parties.
XIV. EARLY TERMINATION
This Agreement may be terminated in entirety by either party at any time, with or
without cause, upon One Hundred Eighty (180) days written notice delivered by mail or
in person. If notices are delivered by mail, they shall be effective two days after mailing.
Termination of an Entity's connectivity service, and obligation to pay therefore,
may be terminated on sixty (60) days written notice, as provided for in this agreement.
XV. DEFAULT AND REMEDY
A. Default by Entity: Entity is in default of the agreement if Entity:
Final Agreement as April 4, 2011
1) is more than 15 days past due in paying for services as agreed in
this Agreement, or any invoice pursuant to its terms, excluding those amounts which
Entity has notified Anoka County as reasonably being in dispute; or
2) materially fails to observe or perform any non - monetary obligation
or covenant hereunder; or
3) files or initiates proceedings or has proceedings filed or initiated
against it, seeking liquidation, reorganization or other relief(such as the appointment of
a trustee, receiver, liquidator, custodian or such other official) under any bankruptcy,
insolvency or similar law; or
4) violates the permitted uses.
In the event of default by Entity, notification of Default shall be sent to the
address provided below in Section XVI. Entity shall have five days to cure a monetary
breach, or thirty days to cure a non - monetary breach. If the Default remains uncured,
Anoka County may suspend services until Entity remedies the Default, terminate or
suspend services under this agreement and /or the applicable services being provided
under the service order.
If Anoka County terminates this Agreement pursuant to this article of the
Agreement, Anoka County shall have the right to seek full payment for amounts due for
services rendered prior to the date of termination.
B. Anoka County shall be in default under this Agreement if it:
1) fails to arrange for ZAYO to provide the services in accordance with the
Service Order (see Exhibit E) or otherwise fails to cure any breach of the Agreement
after receiving written notice of default from Entity; or
2) defaults on its agreement with ZAYO and does not cure said default
within five days for a monetary breach or thirty days of a non - monetary breach of that
agreement: or
3) fails to notify Entity of default by ZAYO within five days of said Default,
or fails to notify Entity that ZAYO has alleged that Anoka County is in Default, within five
days of receipt of notification from ZAYO.
Final Agreement as April 4, 2011
Notification of Default by Anoka County shall be sent to the address provided
below in Section XVI. Anoka County shall have five days to cure a monetary breach
and thirty days to cure an non - monetary breach of the agreement.
If Anoka County is caused to be in default of this agreement by the breach of
ZAYO, Anoka County shall notify ZAYO in writing and allow ZAYO thirty days to cure, or
such longer period of time as may be reasonably necessary to cure as long as the cure
is initiated and diligently pursued within such thirty days or provide notice of a dispute
about the existence such default. However, Entity and Anoka County may terminate
this agreement upon written notice if ZAYO causes Anoka County to default by not
meeting the terms of Article V. CONNECTIVITY SERVICE LEVEL REQUIREMENTS as
noted above.
XVI. NOTICES
Notices shall be sent to the parties at the following:
Anoka County:
Information Technology Director
Anoka County Government Center
Information Technology Department
2100 Third Avenue North Ste. 300
Anoka, Minnesota 55303
Entity:
City Manager
City of Fridley
6431 University Ave. NE
Fridley, Minnesota 55432
XVII. AFFIRMATIVE ACTION
In accordance with Anoka County's Affirmative Action Policy and the County
Commissioners' policies against discrimination, no person shall illegally be excluded
Final Agreement as April 4, 2011
from full -time employment rights in, be denied the benefits of, or be otherwise subjected
to discrimination in the program which is the subject of this Agreement on the basis of
race, creed, color, sex, sexual orientation, marital status, public assistance status, age,
disability, or national origin.
XVIII. SURVIVAL OF REPRESENTATIONS AND WARRANTIES.
The representations, warranties, covenants, and agreements of the parties under
this Agreement, and the remedies of either party for the breach of such representations,
warranties, covenants, and agreement by the other party shall survive the execution
and term of this Agreement.
XIX. WAIVER.
The waiver of any of the rights and /or remedies arising under the terms of the
Agreement on any one occasion by any party hereto shall not constitute a waiver of any
rights or remedies in respect to any subsequent breach or default of the terms of the
Agreement. The rights and remedies provided or referred to under the terms of the
Agreement are cumulative and not mutually exclusive.
XX. GOVERNING LAW.
This Agreement shall be interpreted and construed according to the laws of the
State of Minnesota, excluding the State of Minnesota's choice of law provisions.
Jurisdiction and venue shall reside in the County of Anoka, Minnesota.
XXI. SEVERABILITY.
The provisions of this Agreement shall be deemed severable. If any part of this
Agreement is rendered void, invalid, or unenforceable, such rendering shall not affect
the validity and enforceability of the remainder of this Agreement.
Final Agreement as April 4, 2011
XXII. NO RIGHTS OF THIRD PARTIES.
Except for specific provisions as related to ZAYO acting through the auspices of
Anoka County, nothing in this Agreement is intended to confer any rights or remedies
on other than the parties to the Agreement
XXIII. ATTACHMENTS AND EXHIBITS.
The following Exhibits are attached to this agreement and are incorporated into
this agreement by reference:
Attachment A:
Capacity and costs for each co- location service site
Attachment B:
Co- location service site requirements
Attachment C:
Insurance Requirements
Attachment D:
Building Access Contact Information
Attachment E:
Service Order Form
Attachment F:
Frequently Asked Questions (FAQ)
The following Attachments are included for reference in this agreement and are
informational exhibits, but do not confer any rights onto the Entity unless also
specifically included in this agreement:
Attachment G: Wholesale Master Service Agreement, Anoka County Contract
#2010 -0239
Attachment H: Master Fiber IRU by and between ZAYO BANDWIDTH, LLC and
Anoka County, Minnesota dated August 17, 2010 (this exhibit does not include 20
pages of photographic exhibits which are included in the original, and are available to
Entities on request.)
Attachment I: Identification of Underlying Rights.
Final Agreement as April 4, 2011
XXIV. AUDIT, DISCLOSURE AND RETENTION OF RECORDS
Both parties agree to make available to duly authorized representatives of the
other and of the State of Minnesota, for the purpose of audit examination pursuant to
Minn. Stat. § 16C.05, any books, documents, papers, and records of the party that are
pertinent to the provision of services hereunder. Both parties further agree to maintain
all such required records for six (6) years after receipt of final payment and the closing
of all other related matters.
XXV. INDEPENDENT CONTRACTOR
A. Anoka County has entered into a separate contract with ZAYO for the
construction of the ZAYO system /fiber optic network. See informational Exhibits G and
H. ZAYO remains an independent contractor, however, and neither that agreement nor
this one creates a partnership, joint venture or agency relationship between Zayo or the
County. Anoka County has no authority to bind ZAYO beyond the obligations and
responsibilities of those contracts.
B. It is agreed by the parties that at all times and for all purposes hereunder, the
relationship of the County to the Entity is that of an independent contractor and not an employee
or agent of the Entity.
C. It is agreed by the parties that at all times and for all purposes hereunder, the
relationship of the Entity to the County is that of an independent contractor and not an employee
or agent of the County
XXVI. ENTIRE AGREEMENT
It is understood and agreed by the parties that the entire agreements of the
parties is contained herein and that this Agreement supersedes all oral agreements and
negotiations between the parties relating to the subject matter hereof as well as any
previous agreements presently in effect between the Anoka County and Entity relating
to the subject matter hereof. The parties hereto revoke any prior oral or written
agreement between themselves and hereby agree that this Agreement is the only and
complete agreement regarding the subject hereof.
Final Agreement as April 4, 2011
IN WITNESS WHEREOF, the Parties do hereby authorize the adoption of this
agreement and do set their hands.
ANOKA COUNTY
By:
Rhonda Sivarajah, Chair
County Board of Commissioners
Dated:
ATTEST
By:
Terry L. Johnson
County Administrator
Dated:
APPROVED AS TO FORM
By:
Kathryn M. Timm
Assistant County Attorney
Dated:
Final Agreement as April 4, 2011
FRIDLEY, MINNESOTA
By:
Scott Lund
Mayor
Dated:
ATTEST
By:
Deb Skogen
City Clerk
Dated:
APPROVED AS TO FORM
By:
Fritz Knaak
City Attorney
Dated:
Attachments
Attachment A:
Capacity and costs for each co- location service site
Attachment B:
Co- location service site requirements
Attachment C:
Insurance Requirements
Attachment D:
Building Access Contact Information
Attachment E:
Service Order Form
Attachment F:
Frequently Asked Questions (FAQ)
Attachment G:
Wholesale Master Service Agreement, Anoka County Contract
#2010 -02391
Attachment H: Master Fiber IRU by and between ZAYO BANDWIDTH, LLC and
Anoka County, Minnesota dated August 17, 2010 (this exhibit does not include 20
pages of photographic exhibits which are included in the original, and are available to
Entities on request.)
Attachment I: Identification of Underlying Rights
' Note Bene, the MSA has two attachments which will be amended, but have not been so at the time of this writing.
The list of 145 co- location sites has been altered since the MSA was signed on August 17, 2010. Once the final sites
are approved by the NTIA, this attachment will be amended. Additionally, there is an attachment which details
minimum power requirements at the co- locations site of 48 volts DC. The County and Zayo verbally agreed that
these requirements will be changed to standard 110 AC. This verbal agreement has not been reduced to writing as
of the date of this writing, but is expected shortly.
Final Agreement as April 4, 2011
ATTACHMENT A
Capacity and Costs for Co- location Sites
1. Entity Name: Fridley, MINNESOTA
2. Entity Contact Information:
Princiaal Contact:
Name: William Burns
Position: City Manager
Office Phone: (763) 572 -3500
Cell Phone:
Home Phone: ( )
Pager: ( )
Email: burnsbna ci.fridlev.mn.us
Secondary Contact:
Name:
Darin Nelson
Position:
Finance Director
Office Phone:
(763) 572 -3520
Cell Phone:
Home Phone:
( )
Pager:
( )
Email:
nelsondo_ci.fridley.mn.us
Billing Contact:
Name: Jean Michaels
Position: Accounts Payable Clerk
Office Phone: (763) 572 -3527
Cell Phone:
Home Phone: ( )
Pager: ( )
Email: michaelsooci.fridley.mn.us
Final Agreement as April 4, 2011
3. Following are the site locations included for equipment co- location:
Site # Location Address City Service Monthly
Capacity Costs
—St n A-- AI /n
JJ
F UIJI II' VVVIIxo VQIQIvu •TUU / I /-%VG IVL
st
I IIUIGy
I - Li
96
Commons Water Treatment Plant 601 61 Ave
Fridley
100M
97
Springbrook Nature Center 10085 th Ave NE
Fridley
1GB
98
Fridley Fire Station 3 11077 th Way NE
Fridley
100M
99
Fridley Fire Station 2 6381 Central Ave NE
Fridley
100M
100
Fridley City Hall /Fire Station 1/ 6431 University Ave NE Fridley
1GB
Police Station
101
Community Ctr / 60857 th Ave NE
Fridley
100M
High School (FLIP) Learning Center (Shared with Fridley School District)
TOTAL
Final Agreement as April 4, 2011
N/A
$400.00
$75.00
$75.00
$400.00
$37.50
$987.50
Attachment B
Co- Location Service Site requirements
A. Security Requirements.
Entity shall provide best practices physical security to the co- location service site
in the form of traditional lock service, key card, numeric access code, or electronic
security system equal to that which Entity provides for its own assets. Keys, key cards,
numeric access codes and the electronic security systems shall be maintained
according to industry standards. Entity shall take all reasonable precautions to ensure
the integrity of the security of the co- location service site. Anoka County shall make
reasonable efforts to ensure that its employees and agents, including ZAYO, follow all
written instructions at the co- location site as provided by the Entity.
B. Temperature and Environmental Control Requirements.
Space provided to ZAYO for the housing of the ZAYO system and equipment in
the co- location service site shall meet industry standards for temperature controls,
humidity, lighting, and protection from power surges and outages. Entity shall ensure
that the co- location service site temperature remains in a constant range between 68 °F
and 83 °F, and humidity remains in a constant range of 40 % - -60 %. Entity shall use best
efforts to implement a protection plan ensuring that the ZAYO System remains
functional in the event of a power outage or similar emergency.
C. Environmental Space Requirements.
Entity shall provide sufficient cubic space for the installation of the ZAYO system
and equipment in a secure area. ZAYO shall provide the space specifications for each
co- location service site directly to Entity. Entity shall ensure that the space provided to
ZAYO for the installation of the ZAYO System and equipment will also include sufficient
space for ZAYO to access the equipment for repairs, maintenance and upgrades. The
space will be convenient to the demarcation point, and will include any necessary space
to install cable, conduit, fiber, and or circuitry from the demarcation point to the
equipment.
Final Agreement as April 4, 2011
Attachment C
Insurance Requirements
Insurance Limits. During the Term, each party shall obtain and maintain not less than
the insurance set forth below:
Worker's Compensation:
Statutory limits.
Automobile Liability Insurance:
Such policy coverage will include coverage for all vehicles owned, hired, non - hired, non -
owned and borrowed by the party in the performance of the obligations covered under
this agreement: Combined single limit: $1,000,000.00
Commercial General Liability and /or Umbrella Liability:
All liability insurance must meet the requirements of Minn. Stat § 466.04 subdivision 1
(a) (3) or $500,000.00, minimum liability for claims of death by wrongful act or omission
and $500,000.00 to any claimant in any other case, whichever is greater.
All liability insurance must meet the requirements of Minn. Stat. § 466.04 Subdivision 1
(a) (7) or $1,500,000.00 minimum liability for any number of claims arising out of a
single occurrence, whichever is greater.
All umbrella insurance must meet the requirements of Minn. Stat. §466.04 Subd. 1(a)
(8). Umbrella insurance coverage must be on a "follow- form" basis.
The above limits may be satisfied using a combination of primary and excess coverage,
self insurance as provided by Minn. Stat. § 471.981.
Each Party shall obtain and maintain the insurance policies required above with
insurance and /or reinsurance companies authorized to insure risks in Minnesota. With
the exception of Worker's Compensation, each party, its Affiliates, and their officers,
directors and employees and any other person entitled to indemnification hereunder,
shall be named as additional insured to the extent of such indemnification. Each Party
shall provide the other party with a certificate of insurance showing that the party has
complied with the insurance requirements of this Attachment. Each insurance policy
shall contain a provision providing such other party with thirty days advanced notice of
any cancellation or material change in coverage at which time such party will notify the
other party immediately of such cancellation or material change in coverage.
Deductible/ Self Insured Retentions: All proof of insurance shall clearly set forth
deductible or self insured retentions. Each Party shall be responsible for its deductible
and /or self insured retentions.
Final Agreement as April 4, 2011
Attachment D
Building Access Contact Information
Entity shall provide 24 hour, seven day a week access to ZAYO for the ZAYO System
equipment housed in the Co- location service site for the purposes of maintenance,
service, upgrade and repairs of the equipment and system. Such access will include
the name and contact information of co- location site key - holder for business and non -
business hour access. All access shall comply with written instructions provided to
ZAYO and County (see section IV. F).
Please provide contacts below.
Business Hour Contact(s) — List contacts in the order you would like them to be
called. Provide a minimum of 2 contacts (you may provide as many as you would like).
Contact #1
Name: Jim Erickson
Position: IT Manager
Office Phone: (763) 572 -3541
Cell Phone: (763) 9 -imnAg
Home Phone: ( )
Pager: ( )
Email: ericksonmo_ci.fridley.mn.us
Contact #2
Name: Mary Trapp
Position: IT Technician
Office Phone: (763) 572 -3542
Cell Phone:
Home Phone: ( )
Pager: ( )
Email: trappmo_ci.fridley.mn.us
Contact #3
Name: Al Folie
Position: Assistant Finance Director
Office Phone: (763) 572 -3521
Cell Phone:
Home Phone: ( )
Pager: ( )
Email: folieao_ci.fridley.mn.us
Final Agreement as April 4, 2011
Non - Business Hour Contact(s) — List contacts in the order you would like them to be
called. These contacts should have keys for building access to the co- location
equipment area and be available after hours. Select people you would like called in
case of such emergencies as equipment failures, fiber hits, storm damage, emergency
locates, etc. Provide a minimum of 2 contacts (you may provide as many as you
would like).
Name:
Position:
Office Phone:
Cell Phone:
Home Phone:
Pager:
Email:
Name:
Position:
Office Phone:
Cell Phone:
Home Phone:
Pager:
Email:
Contact #1
Jim Erickson
IT Manager
763- 572 -3541
ericksonj @ci.fridley. m n. us
Contact #2
116 116 :
crellyj @ci.fridley. mn. us
Contact #3
Name: Siah St. Clair
Position: Nature Center Director
Office Phone: 763- 572 -3589
Cell Phone: 763-934-6J46
Home Phone:
Pager:
Email: stclairs(a_)ci.frid ley. m n. us
Updates may be submitted to Anoka County IS at address provided in the Notices
Section.
Final Agreement as April 4, 2011
EXHIBIT E
EXAMPLE SERVICE ORDER FORM
ZMEM
EXHIBIT E
EXAMPLE SERVICE ORDER FORM
2�lil
Attachment F
Connect Anoka County
Frequently Asked Questions
What is Connect Anoka County?
Connect Anoka County is the county -led effort to increase the amount of fiber optic cable in the county.
The Connect Anoka County project has resulted in a partnership between Zayo Bandwidth, LLC and
Anoka County. Through the partnership, Zayo Bandwidth applied for and received a National
Telecommunications Information Administration (NTIA) grant paying 70 percent of the fiber construction
cost and initial equipment. The grant project will construct an approximately 286 mile fiber network
throughout Anoka County linking 145 governmental institutions.
2. Who owns the fiber optic cable?
The fiber optic cable that is installed as part of the grant will be owned by Zayo Bandwith. Zayo will
provide the capacity services for the governmental network and separately offer connectivity services to
the private sector. The grant will also provide dark fiber strands for Anoka County use. The right to use
these dark strands is conveyed to the county through a fiber Indefeasible Right to Use (IRU), which is
similar to a long -term lease. Should the county decide to use the dark fiber, equipment will need to be
purchased and a monthly maintenance fee paid to Zayo.
3. What are the project costs and how are they paid?
The total grant- funded project budget is $19.1 million. Seventy percent of the costs ($13.4 million) will
be paid by the NTIA grant. The balance of the project ($5.7 million) will be paid equally by Zayo
Bandwidth and Anoka County ($2.8 million each). The county intends to recoup a portion of the $2.8
million match by charging the anchor institutions a proportional share based on a per connection
charge.
4. What services are offered?
The project is only providing connectivity, meaning that any governmental institution will still need to
have an Internet Service Provider (ISP). The county purchases its ISP service from the State of
Minnesota, Office of Enterprise Technology (OET) and is in discussions with OET to expand ISP
services to include cities that are a part of the project. If this option becomes available, Cities will be
notified.
5. How were the 145 anchor institutions decided upon?
The agreements between Anoka County and Zayo Bandwidth specify 145 governmental and quasi -
governmental anchor institutions as a part of the grant project. The list was made by asking each
jurisdiction to submit a list of facilities to include in the project. As the project developed, some sites
were added and others dropped at the request of the entities. NTIA will need to approve all changes.
6. Can sites be added in the future?
The agreements between Anoka County and Zayo Bandwidth limit the number of sites to 145. Any
additional sites on the network will require a service request to Zayo Bandwidth. As additional
governmental sites require fiber, each entity will need to conduct an analysis as to the most cost -
effective way to serve the location. In some cases it may be possible to connect through one of the
original 145 sites. In other cases it may be cost effective to have Zayo Bandwidth or another private
company serve the facility.
March 7, 2011
7. What is the project schedule?
The project is currently underway. The environmental assessment is scheduled to be completed by
spring 2011. Some connectivity service may be provided in 2011, but project completion will not be
until 2012. Zayo Bandwidth is also working with road authorities to acquire the appropriate permits.
8. What are the decisions needed by my entity and when?
Thus far, entities have only been asked for good -faith non binding commitments. However, Anoka
County will need to have written agreements in place with any entity that wishes to participate by April
1, 2011. Specifically, each jurisdiction will need to confirm the sites and the connection speed.
9. What are the costs to my entity?
Anoka County will charge each entity that connects a monthly fee. Any fee charged will be included in
the agreement. The proposed agreement establishes a fee of $75 /month for 100 mbps service, and
$400 /month for 1 gbps service. Cities that do not need service immediately can elect through the
agreement to have equipment placed at their facility as part of the project and then establish service
during the term of the agreement. The monthly fee will not be charged until service is established. To
establish service at that time or make some other change for sites that have equipment, the entity and
Anoka County will need to modify Attachment A of the agreement.
10. What do I do if a business in my community asks me about service?
Zayo Group provides a full range of business products to the private sector. If you are interested in
learning more, or getting information for business expos, chamber of commerce meetings, or specific
businesses, the contact is Steve Kopp, Senior Account Manager, Zayo Enterprise Networks, at 952-
230 -4861 or Web site www.zao.co
ym.
11. Who is Zayo and how were they selected for this project?
Anoka County developed a Request for Proposal (RFP) seeking a partner for the Connect Anoka
County project and to submit for an NTIA grant. The county received five proposals and, after review,
selected Zayo Bandwidth. Zayo Bandwidth is a part of the Zayo Group which provides telecom and
bandwidth infrastructure solutions that span over 153 markets and 30 states plus the District of
Columbia including over 21,000 miles of fiber optic infrastructure.
12. Will each Entity be required to provide easements without cost to Anoka County and /or Zayo?
Yes, it is contemplated that the easement will be provided without charge to get from the right of way to
your facility across the private property of your facility. Entities retain authority to charge for building
permits, franchises, etc. in the right of way.
13. Will physical access be required by Zayo?
The agreement contemplates that there may be specific requirements that vary from location to
location. Zayo must abide by your written security requirements. For example, if you want equipment
installed in a location that you do not want to give unaccompanied access to, simply state that
requirement in writing. Also, you do not need to give keys, access codes, or access cards to Zayo, so
presuming that you keep your facilities locked, they would not be able to enter them without someone
to let them in. The access that Zayo needs to maintain your equipment is similar to other providers
such as Qwest, Comcast, US Cable, etc.
March 7, 2011 2
14. What assurances are in place for Zayo performance?
Zayo has obligations under the agreement with the County to perform as well as NTIA grant
requirements that Zayo must follow. In addition, Zayo will have an incentive to complete the fiber
network so they can sell connectivity services to their commercial customers.
15. Does the County agreement with Zayo include a Performance Bond requirement?
No, there is no performance bond requirement. However, Zayo has notified the County that
performance bonds will be required from Contractors that Zayo employs in the construction process.
16. What happens if Zayo goes bankrupt?
Prior to entering into an agreement with Zayo, an analysis was completed that determined that Zayo
was in a healthy financial situation. If, in the future, Zayo files for bankruptcy, the outcome would be
determined by the bankruptcy court. Additionally, Anoka County has an IRU in the dark fiber, there is
added protection for the integrity of the network even if Zayo is no longer available to provide
maintenance and support.
17. Concern was expressed with the warranty language in Section IX.D.
This type of warranty language is very typical of fiber agreements such as this. This warranty language
is a pass through to the Entities of the warranties negotiated between Zayo and the County. Anoka
County cannot bind Zayo to any other warranties than what is provided in the Master Service
Agreement and the IRU which are attached to the agreement in Exhibits G and H.
18. How will equipment replacement be made after the expiration of the warranty on August 17,
2017?
If the equipment needs to be replaced after that time, the entity will need to pay the prorata costs for
such replacement. In addition, consideration will need to be made for future maintenance of this new
equipment. If the entity is not getting connectivity service, or no longer wants service, no replacement
equipment at entity cost is required.
19. Will there be a forum for the entities to provide input in the future?
It is the County's intent to continue meetings with the entities. In addition, if there is interest, we could
consider creating advisory committees (i.e. technical, administrative) to provide a forum for interested
entities to meet more frequently.
20. Does the agreement only address the installation of equipment at the co- location site, or does it
also include the construction of dark fiber to the site?
The entity needs to approve the agreement to allow the placement of equipment at the site as well as
construction of the network including dark fiber to the co- location site. However, the entity may initially
elect not to receive the connectivity service at a site.
21. 1 note the service site requirements in Attachment B (security, temperature and environmental,
and space requirements). What is the size of the equipment; how much space is required, and;
are there any special location requirements?
The County and Zayo staff will be conducting a review of each site location over the next couple of
months. It should also be noted that the Zayo equipment will be owned and managed by Zayo. The
equipment will be switches that will fit into standard racks commonly found in data closets. See #27.
March 7, 2011 3
22. Should additional language be included for waiver of subrogation?
No, the mutual indemnification language included in the agreement eliminates the need for any waiver
of subrogation.
23. What is the point of demarcation contemplated in the Agreement? It is clear in the Agreement
that the Entity is responsible for interconnection and wiring beyond the point of demarcation.
Does this mean that the Entity will be required to wire to individual sites within the co- location
service site?
Yes, the Entity is responsible for wiring within each co- location site. This wiring is likely the entity's
existing network. See Exhibit H for definition of demarcation point.
24. What exactly will the Entity be paying for? Does the agreement contemplate the use of dark
fiber, or any additional cost to add capacity in the future?
The entity is paying for connectivity which includes transport and ethernet service. The Entity will only
pay if the connectivity service is used. The dark fiber will be installed with the network, but additional
equipment will be required to utilize it. No specific use of the dark fiber is included in the agreement.
25. The Agreement states that the Entity will work with the County to manage bandwidth, but what
does that mean?
If there are capacity issues, all the entities will need to work together to resolve them to the mutual
benefit of the parties. We will also be working to monitor bandwidth utilization to identify potential
problems before they impact the service.
26. Have the insurance issues been resolved so that the requirements coincide with what is
currently provided through the League of Minnesota Cities?
We have made edits to the insurance language with input from the cities. Kurt Glaser, Lexington City
Attorney, requested an opinion from the League of Minnesota Cities, which was received on March 2,
2011. Additional edits were made to the insurance requirements in order to comply with this opinion.
27. What are the space and environmental requirements for the Zayo Equipment?
Ideally there would be rack space (19'X72" standard steel or aluminum telecom relay rack) available for
the switch of 8u or about 12 inches, with sufficient space to access the equipment for repairs,
maintenance and upgrades. The space should also be convenient to the entity's demarcation point. To
maintain maximum uptime, it would be best to meet the specified requirements for space and
environmental conditions. However, if all specifications cannot be met, the County and Zayo will work
with the entity to determine an acceptable equipment location. See #21.
28. Why isn't Zayo a party to the Connectivity Services agreement?
Some attorneys have suggested that ZAYO should be a party to this agreement. The County's
agreement with ZAYO provides that the County must secure the various co- location sites, whether the
properties are County owned or owned by another governmental or quasi - governmental agency.
ZAYO has expressed disinterest in directly contracting with the various entities.
29. Who is responsible if Zayo damages equipment or systems belonging to a third party that are at
the co- location site during installation?
March 7, 2011 4
This agreement does not confer any third party benefits to anyone. The agreement is between the
County and the Entity, with Zayo subordinate to the County. If the entity is concerned that Zayo will not
use due care regarding a third party's equipment located at the co- location site, then the Entity should
limit ZAYO's access to third party property.
30. We are not clear on the meaning of certain terms, such as Demarcation Point, Fiber Optic
Network, Ducts, Network Availability, Transport Services, Ethernet Services, etc. Are these
terms defined anywhere?
Many of these terms are defined in the Master Service Agreement and Indefeasible Right of Use
Agreement executed between the County and Zayo on August 17, 2010. A copy of these two
agreements will be attached to the Connectivity Services Agreement for reference as informational
exhibits. Additionally, some of these terms are "terms of art" in the broadband and Information
Technology industry, and are used here in standard industry usage.
31. Why doesn't the Entity gain ownership rights in the equipment if the city is required to pay a
pro -rata share for repairs and /or replacement after the warranty period expires on August 16,
2017?
The initial equipment is paid for by the grant, at no cost to the Entity. Contrast this with more typical
agreements, where the Entity pays a much larger monthly fee to a provider for both the service and the
equipment. If, after 2017, equipment is replaced completely the situation may change. Options for total
replacement at that time, if necessary, may include replacement with Zayo Equipment, Entity
Equipment or County Equipment,
32. May the entity, in particular a city, charge building permit fees, franchises, etc. to Zayo outside
of the co- location site?
Pursuant to Paragraphs II.C. and III. B., Entities retain franchising authority, and may issue building
permits, franchise fees as allowed by Minnesota statutes. The entity may not charge these fees for the
co- location site itself (for example, the entity may not charge fees for underlying rights needed to place
equipment in City Hall, or a fire station which are the designated co- location sites described in Exhibit
A.)
33. Will Zayo or Anoka County be providing cable services in competition with Comcast or other
private cable carriers through this agreement?
No. Anoka County will not be a cable provider. Providing cable TV services is not consistent with
Anoka County's mission statement. The County's fibers may only be used for governmental and quasi -
governmental purposes. Zayo is not a cable provider, nor does it offer triple- play services
(telephone /voice, data /internet, and cable /video). While no one can predict the future, a more likely
scenario is that private carriers will contract with Zayo to use Zayo's fibers to provide services to private
customers throughout the county.
34. Where can I get more information on the project?
March 7, 2011 5
Attachment I
Identification of Underlying Rights
For Co- location sites
1. Entity: City of Fridley, MN
Co- Location Site #95: Public Works Garage
Type of Underlying Right given: Nothing in this agreement shall require the
conveyance of any fee interest. No other conveyance or transfer shall occur
without the express finding of necessity by the City under the terms of this
Agreeement, and a detailed legal description of any interest to be transferred.
Co- Location Site #96: Commons Water Treatment Plant
Type of Underlying Right given: Nothing in this agreement shall require the
conveyance of any fee interest. No other conveyance or transfer shall occur
without the express finding of necessity by the City under the terms of this
Agreeement, and a detailed legal description of any interest to be transferred.
Co- Location Site #97: Springbrook Nature Center
Type of Underlying Right given: Nothing in this agreement shall require the
conveyance of any fee interest. No other conveyance or transfer shall occur
without the express finding of necessity by the City under the terms of this
Agreeement, and a detailed legal description of any interest to be transferred.
Co- Location Site #98: Fridley Fire Station 3
Type of Underlying Right given: Nothing in this agreement shall require the
conveyance of any fee interest. No other conveyance or transfer shall occur
without the express finding of necessity by the City under the terms of this
Agreeement, and a detailed legal description of any interest to be transferred.
Co- Location Site #99: Fridley Fire Station 2
Type of Underlying Right given: Nothing in this agreement shall require the
conveyance of any fee interest. No other conveyance or transfer shall occur
without the express finding of necessity by the City under the terms of this
Agreeement, and a detailed legal description of any interest to be transferred.
Co- Location Site #100: Fridley City Hall /Fire Station 1 /Police Station
Type of Underlying Right given: Nothing in this agreement shall require the
conveyance of any fee interest. No other conveyance or transfer shall occur
without the express finding of necessity by the City under the terms of this
Agreeement, and a detailed legal description of any interest to be transferred.
Co- Location Site #101: Community Center /High School Learning Center
Type of Underlying Right given: Nothing in this agreement shall require the
conveyance of any fee interest. No other conveyance or transfer shall occur
without the express finding of necessity by the City under the terms of this
Agreeement, and a detailed legal description of any interest to be transferred.
Final Agreement as of April 4, 2011
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Anoka County
Proposed Fiber Network
• Core Ring 1 Sites Distribution Fiber Industrial Zones (19,
• Core Ring 2 Sites LL €Lt Core Ring 1 Fiber County Park
• Core Ring 3 Sites r;u Core Ring Fiber
9 ' Nowthen Unserved FTTx
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DEC 1,2010