HomeMy WebLinkAboutUnite Private Networks, LLC-6/8/2015Master Dark Fiber IRU Agreement
This Master Dark Fiber IRU Agreement ("Agreement") is entered into and between The
City of Waterloo, Iowa ("Customer" or "City"") with offices at 715 Mulberry Street,
Waterloo, IA 50703, and Unite Private Networks, LLC, ("Provider") with offices at 120
South Stewart Road, Liberty, MO 64068, on the date signed by both parties below.
DEFINITIONS:
In addition to any terms defined herein, the following terms used in this Agreement shall
have the following meanings:
A. "Acceptance" means the issuance of an Acceptance Notice or failure to issue a
notice of defective fibers within thirty (30) days after receipt of OTDR test results
pursuant to Section 6 herein.
B. "Acceptance Notice" means the notice of acceptance or deemed acceptance of a
segment and/or entire route given pursuant to Section 6 herein.
C. "Cable" means the Cable containing dark fibers pursuant to the terms of this
Agreement.
D. "Customer Conduit" means existing interconnect conduit owned by Customer
(and managed by its Traffic Operations Department) to which Provider shall have
complete access in order to pull through Provider Fibers and Customer IRU Fibers.
During the Term of this Agreement, Provider shall have complete access to all existing
Customer Conduit as shown on the attached Exhibit A at no additional charge or cost, but
shall not have access to other Customer Conduit without the prior written consent of
Customer.
E. "Customer IRU Fibers" shall have the definition set forth in Section 1(a) and
shall be a 96 count dark fiber cable obtained by Customer from Provider. Customer will
maintain ownership rights of the Customer IRU Fibers for the term of the Agreement.
Such ownership rights of Customer IRU Fibers will revert to Provider at the end of the
Term of this Agreement or any renewals thereof, unless the parties make other
arrangements as provided in Section 2.
F. "Dark Fiber" means Fiber between two specified locations that has no optronics
or electronics attached to it.
G. "Delivery Work" shall mean all work necessary in order to achieve connectivity
and to provide OTDR test results pursuant to Section 6.
H. "Effective Date" shall have the meaning set forth in Section 4.
I. "Indefeasible Right of Use" or "IRU" is an exclusive and irrevocable right to use
certain Dark Fibers in the Cable, subject to the terms and conditions of this Agreement.
J. "OTDR" means Optical Time Domain Reflectometer. A device that measures
distance to a reflection surface by measuring the time it takes for a lightwave pulse to
reflect from the surface.
K. "Provider Fibers" shall have the definition set forth in Section 1(a) and shall be
all Dark Fibers installed in Customer Conduit pursuant to Section 1(a) or Dark Fibers
installed in Provider Conduit pursuant to Section 1(13) over which Provider maintains
ownership.
L. "Provider Conduit" means new conduit installed by Provider over which
Provider maintains ownership and maintenance responsibilities pursuant to Section S.
M. "Network" means the telecommunications system owned or operated by Provider
or Customer.
N. "Proportionate Share" means the percentage determined by dividing the total
number of a party's fibers in the other party's Cable or conduit by the total number of
fibers in the Cable or conduit.
O. "PSWP" means Plan System Work Period, which is a prearranged period of time
reserved for certain work on a party's Network that may potentially impact traffic.
P. "Rejection Notice" means the notice of rejection of a segment and/or entire route
given pursuant to Section 6 herein.
Q. "Rights" means any and all underlying IRU agreements and any and all necessary
right of way agreements, easements, licenses, leases, rights or other agreements necessary
for the access and occupancy and use by either party of poles, conduit, cable, wire,
physical plant facilities, and/or access to real property in which the Cable is located.
R. "Taxes" shall have the meaning set forth in Section 11.
BACKGROUND
WHEREAS, Provider offers certain telecommunications products and services, including
rights to use a fiber optic communications system ("Network");
WHEREAS, Customer desires to acquire from Provider, and Provider desires to provide
to Customer, exclusively, indefeasible rights to use certain Customer IRU Fibers, within
Customer's existing conduit;
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WHEREAS, Provider desires to build its own fiber optic network within the City of
Waterloo, Iowa, and to be granted full access to the City's conduit and rights-of-way
delineated on Exhibit A in exchange for Customer IRU Fibers;
NOW THEREFORE, in consideration of the mutual promises set forth below, and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree to the following:
1. PURPOSE AND INTENT
By this Agreement the parties intend to make their conduit available to the other party
to the extent provided herein, and that Provider will install and make Customer IRU
Fibers available for Customer's exclusive use. Each party expects to derive
substantial benefit and to realize significant cost savings from this Agreement. The
parties acknowledge that they have previously entered into a Right -of -Way License
Agreement effective as of March 30, 2015 (the "License Agreement") and that all
activity undertaken under this Agreement shall be subordinate to and must conform
with the requirements of the License Agreement. The Parties agree that this
Agreement contemplates the following options throughout the Term:
a) Existing Customer Conduit — Provider may pull Cable through existing
Customer Conduit as authorized by a proper amendment to the License
Agreement. In connection with any authorized installation of Cable
within the existing or future Customer Conduit, Provider will install two
(2) 96 -count fiber cable. Provider will maintain ownership of one (1) of
the 96 -count fiber cables ("Provider Fibers") and provide the other 96 -
count fiber cable to Customer for the Term of this Agreement ("Customer
IRU Fibers"). Customer shall maintain ownership of the Customer
Conduit and be responsible for all maintenance related to the Customer
Conduit. Customer will grant Provider access to all Customer Conduit to
pull through its fiber. A map of all Customer Conduit available to Provider
as of the date of this Agreement is attached to this Agreement as Exhibit
A. Each party shall be responsible for the costs of splicing, terminating
and testing their respective fibers in accordance with Section 6.2 and
installing their respective hand holes.
b) New Conduit Builds — Provider may build new conduit ("Provider
Conduit") pursuant to this Agreement and the License Agreement in order
to pull through Cable, and Provider will furnish Customer IRU Fibers to
Customer in such conduit. Provider will maintain ownership of the
Provider Conduit and all installed Cable and fiber other than Customer
IRU Fibers, which Customer will maintain ownership of for the Term of
the Agreement, and Provider will be responsible for maintenance of
Provider Conduit pursuant to Section 8. Each party shall be responsible for
the costs of splicing, terminating and testing their respective fibers in
accordance with section 6.2 and installing their respective hand holes.
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2. TERM
This Agreement will commence on the Effective date and continue in effect for a
period of twenty five (25) years (the "Initial Term"). After the Initial Term, this
Agreement shall be automatically renewed for successive twenty five (25) year
periods (each such period, an "Additional Term" and, together with the Initial Term,
the "Term") unless and until either party delivers written notice of non -renewal to the
other party no less than six (6) months before the end of the Initial Term or applicable
Additional Term. Following notice of non -renewal, the parties shall negotiate in
good faith to arrange the terms for transfer of title to any fiber located in conduit of
the other party, or for removal or ongoing access to such fibers, or other matters the
parties consider relevant at the time.
3. EXISTING COPPER CABLE
The parties agree that existing copper interconnect cable in Customer Conduit is the
property of Customer. In connection with pulling Cable through Customer Conduit
pursuant to this Agreement, Provider shall be entitled to remove existing copper
cable, and ownership of same shall pass to Provider upon removal. As compensation
to Customer for loss of the salvage value thereof and further to enable Customer to
cover the cost of installing new switches and routers that are compatible with the
Customer IRU Fibers, Provider shall pay Customer the sum of $22,500 after July 1,
2015 and no later than July 31, 2015.
4. EFFECTIVE DATE
This Agreement shall be in full force and effect as of date of the last signature
hereunder ("Effective Date").
5. INTENTIONALLY OMITTED
6. ACCEPTANCE
6.1. Acceptance. Customer shall be deemed to have accepted and to be in possession
of Customer IRU Fibers pursuant to the procedures set forth below.
6.2. Test Results. Within thirty (30) days after the completion of the fiber build for
Customer IRU Fibers, Provider shall complete any Delivery Work necessary to
convey the Customer IRU Fibers and shall provide a 1 way test of 1 fiber per
tube per cable segment via OTDR to test for light and distance only. Provider
makes no further guarantees of performance of the Customer IRU fibers. Within
fifteen (15) business days after receiving fiber test results, Customer shall
provide either a written Acceptance Notice or a Rejection Notice. Issuance of an
Acceptance Notice or failure to issue an Acceptance/Rejection Notice within the
fifteen (15) day period shall constitute unconditional and irrevocable Acceptance
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of the Customer IRU Fibers for all purposes under this Agreement as of the 16th
business day.
6.3. Acceptance/Rejection Procedure; Effective Date. Should Customer reject the
Customer IRU Fibers by providing a Rejection Notice within the applicable
fifteen (15) day period in accordance with Section 6.2, upon receipt thereof,
Provider shall promptly undertake to investigate, and if necessary correct, the
deficiency or non -conformity in the Customer TRU Fiber. Thereafter, testing of
the Customer IRU Fiber shall again be conducted. The foregoing procedure shall
apply again and successively thereafter until Provider has remedied the defects in
accordance with Section 6.2 and has received an Acceptance Notice from
Customer.
6.4. Customer Conduits AS IS. Provider acknowledges that it has had opportunity to
examine the Customer Conduit to determine the suitability of same for
installation of Cable pursuant to this Agreement. Customer does not make and
has not made any representations or warranties, express or implied, with respect
to the condition of the Customer Conduit or its suitability for the purposes
intended by this Agreement. Provider takes all Customer Conduit AS IS and
assumes all risk of use of same. At the time of initial installation of Cable
Provider will be solely responsible for any and all repairs that Provider deems
necessary to render the Customer Conduit suitable for Provider's purposes.
7. DEFAULT
7.1. Notice and Cure. Neither party shall be in default under this Agreement unless
and until the other party shall have given the defaulting party written notice of
such default and the defaulting party shall have failed to cure the default within
thirty (30) days after written receipt of such notice; provided, however, that
where a default cannot be reasonably cured within the thirty (30) day period, if
the defaulting party shall promptly proceed to cure the default with due diligence,
the time for curing the default shall be extended for a period of up to ninety (90)
days from the date of receipt of the default notice.
7.2. Additional Events of Default. An event of default shall also be deemed to have
occurred if a party becomes insolvent, or institutes or has instituted against it
bankruptcy proceedings which are not dismissed within ninety (90) days of
filing, or makes a general assignment for the benefit of creditors, or if a receiver
is appointed for the benefit of its creditors, or if a receiver is appointed on
account of its insolvency.
7.3. Failure to Cure. Upon the failure by the defaulting party to timely cure any
default after notice thereof from the non -defaulting party, the non -defaulting
party may terminate the Agreement and take any action it determines necessary
to pursue any legal remedies it may have under applicable law or principles of
equity relating to the breach, subject to the limitations of liability set forth herein.
7.4. Equitable Relief. The parties acknowledge and agree that irreparable damage
would occur in the event that any of the provisions of this Agreement were not
performed in accordance with their specific terms or were otherwise breached. It
is accordingly agreed that each party shall be entitled to injunctive or similar
preliminary relief to prevent or cure breaches of the provisions of this Agreement
by the other and to enforce specifically the terms and provisions hereof, this
being in addition to any other remedy to which they may otherwise be entitled to
hereunder by law or equity.
8. MAINTENANCE AND REPAIR
8.1 Procedures. Provider shall maintain the Provider Conduit and the Provider Fiber
within the Customer Conduit and Provider Conduit, in accordance with
prevailing telecommunications industry standards. Customer shall maintain the
Customer Conduit and Customer IRU Fibers within the Customer Conduit and
Provider Conduit in accordance with prevailing telecommunications industry
standards.
8.2. Routine and Emergency Maintenance. All routine maintenance and repair
functions and emergency maintenance and repair functions, including "one -call"
responses, cable locate services, and necessary relocation of Provider's Fiber,
shall be performed by Provider or its designee for a period coterminous with the
Term of this Agreement. All routine maintenance and repair functions and
emergency maintenance and repair functions, including "one -call" responses,
cable locate services, and necessary relocation of Customer IRU Fibers, shall be
performed by Customer or its designee for a period coterminous with the Term of
this Agreement.
8.3. Access to Shared Conduit. Customer shall allow Provider access to Customer
Conduit upon two (2) days advance notice in order to complete routine
maintenance on the Provider Fibers located within the Customer Conduit.
Provider shall allow Customer access to Provider Conduit upon two (2) days'
advance notice in order to complete routine maintenance on the Customer Fibers
located within the Provider Conduit. Also see Section 8.4.
8.4. Notice of Repair in Party's Own Conduit. Except when, and to the extent to
which, implementation of an emergency repair situation would be delayed by the
following notice requirement, Provider and Customer shall provide advance
notice to the other party of maintenance or repairs that may affect the Customer
IRU Fibers or Provider Fibers.
(a) Emergency Maintenance. Provider shall provide at least two (2) hours
advance notice to Customer regarding repairs that may affect the Customer
IRU Fibers within the Provider Conduit. Customer shall provide at least two
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(2) hours advance notice to Provider regarding repairs that may affect the
Provider Fibers within the Customer Conduit.
(b) Routine Maintenance. Provider shall use commercially reasonable efforts to
provide at least ten (10) days advance notice regarding any maintenance or
repairs that may affect Customer IRU Fibers within the Provider Conduit.
Customer shall use commercially reasonable efforts to provide at least ten
(10) days advance notice regarding any maintenance or repairs that may affect
Provider Fibers within the Customer Conduit.
8.5. Notice of PSWP. Provider and Customer shall use commercially reasonable
efforts to provide ten (10) days advance notice to the other party for any PSWP
affecting its Network.
9. RELOCATION OF CABLE
9.1. Relocation. If after the Effective Date, Provider is required to relocate or replace
Provider Conduit containing Customer IRU Fibers or associated facilities or
Customer is required to relocate or replace Customer Conduit containing
Provider Fibers or associated facilities (in either case whether required by act of
nature, government, or Provider of any Right), then, so long as such work is not
necessitated by a breach by the other party, each party shall bear its Proportionate
Share of all the costs of the relocation, including, without limitation, fiber
acquisition, splicing, and testing, including overhead. Except to the extent
provided in the preceding sentence with respect to sharing of relocation costs,
any relocation that Customer requires Provider to make pursuant to the License
Agreement shall be governed by the License Agreement, notwithstanding any
terms that may be to the contrary herein. Provider (if move is related to Provider
Conduit) or Customer (if move is related to Customer Conduit) shall deliver
updated record drawings with respect to any relocated portion of the Provider
Conduit or Customer Conduit (whichever is applicable) upon request but no
earlier than one hundred twenty (120) days following such relocation. Upon
completion of any such relocation related to Customer IRU Fibers, Customer
shall be deemed have an IRU in and to the replacement fibers.
9.2. Notice of Voluntary Relocation. Provider shall give the Customer one hundred
twenty (120) days' prior notice of any relocation of Provider Conduit with
Customer Fibers and Customer shall give Provider one hundred twenty (120)
days' prior notice of any relation of Customer Conduit with Provider Fibers, if
possible, and shall have the obligation to proceed with such relocation, including,
but not limited to, the right to determine the extent of, the timing of, and methods
to use for such relocation.
9.3. Right to Review. The relocating party shall have the right to determine the
timing, means, method and extent of any relocation of the Customer Conduit or
Provider Conduit (whichever is applicable) hereunder; provided however, that
the non -relocating party shall have the right to review the relocation plans thirty
(30) days prior to any relocation and shall have the right to have a representative
present at the time of the relocation.
10. REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGMENTS
Each party represents and warrants to the other with respect to the rights and
obligations contained herein:
(a) it has the full right and authority to enter into, execute, deliver and perform
its obligations under this Agreement;
(b) this Agreement constitutes a legal, valid, binding obligation enforceable
against such party in accordance with its terms; and
(c) its execution of and performance under this Agreement shall not violate any
applicable existing regulations, rules, statutes or court orders of any local,
state or federal government agency, court or body.
11. TAXES
11.1. Definition. "Tax" or "Taxes" shall mean any and all taxes or charges,
(hereinafter collectively referred to as "Taxes") that Provider is required by law
to assess for the services provided under this Agreement.
11.2. Responsibility. Provider shall be responsible for any and all sales, income, or
other Tax assessed on the basis of revenues received by such party as a result of
the IRU granted hereunder. Provider shall be solely responsible for any fees
assessed by any governmental entity or municipality for franchise fees or gross
receipts and any real or personal property Taxes relating in any way to its Cable
and the Customer IRU Fibers. The IRU transfer of fiber between the parties is
considered a "Sale For Resale" and thus would be exempt from sales and use
taxes. Customer shall provide to the other party appropriate sales/use tax
exemption forms upon execution of this Agreement. Provider shall not bill, and
Customer shall not be required to pay, any taxes for which Customer provides to
Provider a valid tax exemption certificate.
11.3. Right to Contest. Either party may, in good faith, contest the imposition of any
Tax imposed against it in accordance with this Agreement; provided, however,
that the contesting party shall take all steps reasonably necessary to ensure that
the non -contesting party's use of its fibers shall not be impaired, including, but
not limited to, depositing the entire contested amount with the taxing authority.
12. INSURANCE
12.1. Insurance. Provider and Customer shall maintain insurance, for the Term of this
Agreement, as follows:
(a) Workers' Compensation Insurance complying with the law of the state or
states in which the services are to be provided and Employers Liability Insurance
with the limits of $1,000,000 for each accident, including occupational disease
coverage with limits of $500,000 for each employee, with a $500,000 policy limit.
(b) Comprehensive General Liability Insurance, including premises,
operations, products and completed operations, contractual, broad form property
damage, independent contractors and personal injury with the following minimum
limits: $1,000,000 per occurrence, $2,000,000 General Aggregate, $2,000,000
Products and Completed Operations, $1,000,000 Personal Injury CSL (Combined
Single Limit).
(c) Automobile Liability Insurance for owned, hired and non -owned autos:
$1,000,000 combined single limit bodily injury/property damage.
(d) Excess Liability insurance in an amount not less than $5,000,000.
13. FORCE MAJEURE
The obligations of the parties are subject to force majeure and neither party shall be in
default under this Agreement if any failure or delay in performance is caused by any
act or omission beyond the reasonable control of a party, provided that the party takes
all action necessary to mitigate the act or omission beyond that party's reasonable
control. The excused party shall use every reasonable effort under the circumstances
to avoid or remove such causes of non-performance and shall proceed to perform
with reasonable dispatch whenever such causes are removed or ceased. Notification
of any such event or cause shall in all cases be given by the excused party to the other
and, when possible, of the estimated duration.
14. CONDEMNATION
In the event any portion of Provider Conduit, Provider Fibers, Provider Cable and/or
Customer IRU Fibers, or the Rights in or upon which it has been installed, become
the subject of a condemnation proceeding by any governmental agency or other party
cloaked with the power of eminent domain for public purpose or use, then and in such
event, it is agreed that Customer's interest (being its Proportionate Share of the
Customer IRU Fibers or Rights) shall be severed from the Provider's interest in such
proceeding. Provider and Customer shall be entitled to independently pursue an
award for its interest in such proceedings and hereto agree to have any such
condemnation awards specifically allocated between each other based on their
respective Proportionate Shares. In the event Customer's interest in such proceeding
cannot be severed from the Provider's interest, Customer shall be entitled to receive
its Proportionate Share of the award for its interest in the Customer IRU Fibers and
occupancy of the Rights.
15. LIABILITY
15.1. Waiver. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR
ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR
CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO,
ANY CLAIM FROM ANY CUSTOMER FOR LOSS OF SERVICES)
ARISING UNDER THIS AGREEMENT OR FROM ANY BREACH OR
PARTIAL BREACH OF THE PROVISIONS OF THIS AGREEMENT OR
ARISING OUT OF ANY ACT OR OMISSION OF ITS DIRECTORS,
OFFICERS, EMPLOYEES, SERVANTS, CONTRACTORS AND/OR
AGENTS. NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS
AGREEMENT, AND EXCEPT AS PROVIDED IN A ROUTE ORDER,
NEITHER PARTY SHALL BE LIABLE FOR ANY DAMAGES
(INCLUDING WITHOUT LIMITATION, DAMAGES FOR HARM TO
BUSINESS, LOST REVENUES, LOST SAVINGS, OR LOST PROFITS)
CLAIMED BY THE OTHER OR ITS END USER CUSTOMERS OR ANY
OTHER THIRD PARTY.
15.2. Indemnity. To the extent permitted by applicable law, each party hereby agrees
to indemnify, defend, protect and save the other (including its directors, elected
officials, officers, agents, representatives and employees) harmless from and
against any claim, damage, loss, liability, injury, cost and expense (including but
not limited to reasonable attorney's fees and expenses) by a third party in
connection with any injury or damage to any person or property arising out of or
resulting in any way from the breach of this Agreement, negligence or willful
misconduct of the indemnifying party, its directors, officers, employees, servants,
contractors and/or agents, in connection with the exercise of its rights and
obligations under the terms of this Agreement.
16. ASSIGNMENT
Neither party may assign its interest in this Agreement without prior written consent
of the other party, which shall not be unreasonably withheld. However, Provider may
assign its interest in this Agreement to its parent entity or to an affiliated entity owned
by a common parent, or to any entity in connection with the transfer of all or
substantially all of Provider's business and assets to such entity, and in any such
instance Provider shall given written notice of such assignment or transfer to
Customer.
17. NOTICE
Except with respect to network monitoring and trouble reporting, for which contacts
shall be made as set forth on Schedule 3 hereto, all notices required by or relating to
this Agreement shall be in writing and shall be sent to the parties to this Agreement at
their addresses set forth below, unless the same is changed from time to time, in
which event each party shall notify the other in writing of such change.
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Provider
Unite Private Networks, LLC
Attn: General Counsel
120 South Stewart Road
Liberty, MO 64068
Customer
City of Waterloo, Iowa
Attn: City Engineer
715 Mulberry Street
Waterloo, IA 50703
18. WAIVER OF LIABILITY
Neither party shall be liable to the other, and each hereby waives and releases any
claims against the other party, for any special, incidental, punitive or consequential
damages, including without limitation lost revenues, lost profit or loss of prospective
economic advantage, arising from performance or failure to perform under this
Agreement. All liability shall be directly related to actual damages of the affected
Ply
19. ENTIRE AGREEMENT
This Master Dark Fiber IRU Agreement, together with each of the exhibits and
schedules attached hereto, represents the entire agreement of the parties with the
respect to the subject matter stated herein, and supersedes all other previous
agreements, understandings, statements, communications or representations, whether
oral or written, except for the License Agreement. This Agreement may not be
modified, changed or amended without the prior written agreement of both parties.
20. GOVERNING LAW
This Agreement is governed by the laws of the State of Iowa.
IN WITNESS WHEREOF, the parties hereto, each by a duly authorized officer, have
caused this Master Dark Fiber IRU Agreement to be executed as of the date signed by
both parties below.
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By:
Unite Private Networks, LLC
Sign re
Geett era / 4440*/
Title
By:
Customer —City of Waterloo, Iowa
Signature
Title - Mayor
/9/0207r ---
Date Date
lun6-1(L/
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Schedule 1
Dark Fiber Route Maps
Se14I11enl
11)
wiz i�ti�tl!!•Prbvidnr
lum1)11 al Pibhn
96 Ci 96 UPN
"PI 6 A.
Route 1'tile�
13,680'
l,ururion .�
Kimball & Rid: -wa
Location Z.
I?lla11Eifion
installs 2
cable in Customer
conduit
1
96 Ci , 96 UPN
3 909'
18a' & Lafa ette
18'" & Washin •n
Provider installs 2
cable in Customer
conduit
Mil
96 Ci 96 UPN
5090'
18th & Washin: on
6th & Jefferson
Provider iustams 2
cable in Customer
conduit
96 Ci , 96 UPN
5,617'
6'h & Washin � • n
4'h &Kimball
Provider installs 2
cableinCustomer
conduit
96 Ci ., 96 UPN
16,139'
Universi &Greenhill
Washing on & W Park Ave
Provider installs 2
cable in Customer
conduit
ent 6
96 Ci 96 UPN
1,900'
W Park Ave & Washin l on
6th & Jefferson
Pmvider builds
and installs 2
cable in Provider
conduit
96 Ci 96 UPN
15 393'
4th & Kimball
E Rid _ewa & H 63
Provider builds
and installs 2
cable in Provider
conduit and
partially in
Customer conduit
96 C , 96 UPN
2,241'
Hammond & San Marnan
Hammond & Maxhelen
Provider builds
and installs 2
cable in Provider
conduit
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Schedule 1.1
Fiber Maps (8 Segments)
Waterloo, lA-Ovrerall Map
St - Kimball & San Memo 13, 680'
S2 - 18th SL Bridge from Lafayette to Washington 3.909'
S3 -18th & Washington to 6th & Fefloson 6.090'
S4 6th & Washington to 4th & Kimball 6,81T
- S6 - University Ave from W. Park Ave to Greenhill Rd 16,139'
- S6 - UPN Bufid from W. Perk Ave & Washington to Ma Jefferson 1,800'
S7 - W. Ridgeway & Anaboargh Ave to E. Ridgeway & HWY 63-, 4,656'
m® 87 - UPN Bulld from Kimball Ave & 4th St. to W. Ridgeway & Ansborough Ave -10.666'
S8 - UPN Build Hammond Ave from San Mama Dr. to Maxhalen Blvd 2.241'
14
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Schedule 2
Route Description
Route Description:
Provider shall install fiber optic cable and/or conduit as necessary from the A Location to the Z Location of
each route listed on Schedule 1 — Dark Fiber Route Map. The total route distance is approximately 12.12
Route Miles.
Scope of Work:
Provider shall install and/or make ready for use fiber optic cable and/or conduit as necessary along the
Routes depicted in Schedule 1 and described in Schedule 2. Provider shall provide the number of fiber
strands required by the Master Dark Fiber IRU Agreement at access points as designated in the Schedule 1 -
Dark Fiber Route. Customer and Provider shall determine and provide all splicing necessary for their
respective fibers.
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Schedule 3
REMEDIES. NETWORK MONITORING AND ESCALATION PROCEDURES
Network Monitoring. and Trouble Reporting
System Monitoring and Trouble Reporting. Customer will maintain a 24 hours a day, 7 days a week
point -of -contact for Provider to contact to request access to Customer Conduit containing Provider Fiber.
The telephone number for Customer's 24x7x365 Operations Center are 319-291-440 on Monday -Friday
from 7:00 AM to 5:00 PM and 319-230-2655 on City Holidays, Evenings (5:00 PM to 7:00 AM) and
Weekends. Provider will maintain a 24 hours a day, 7 days a week point -of -contact for Customer to
request access to Provider Conduit contain Customer Fiber. The telephone number for Provider's
24x7x365 National Operations Center is 1-800-963-4327.
EXHIBIT A
Map of Available Customer Conduit
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Ex BUN City Condui
sats- 60+ IiFFE,-9e errra.4a'GS. /rmr s;.HcireritriPrat,.
tocixFii'Jam,ArET,estici`ksitktmss*. Evlit!a4einai),
i? nTcrr_.'.tnpitsrolia fiOtecliStoorNar. Mir twtgra•t rT.'
_
.0 Cc rn+i .^ti y' - -- -
Blue: All Customer conduit which Provider will have access to in order to pull through
new fiber.
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