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Home My WebLink About20195178.tiffRESOLUTION RE: APPROVE MASTER CUSTOMER AGREEMENT FOR FIBER NETWORK, TELECOMMUNICATIONS, AND INFRASTRUCTURE SERVICES AND AUTHORIZE CHAIR TO SIGN - ZAYO GROUP, LLC WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to Colorado statute and the Weld County Home Rule Charter, is vested with the authority of administering the affairs of Weld County, Colorado, and WHEREAS, the Board has been presented with a Master Customer Agreement for Fiber Network, Telecommunications, and Infrastructure Services between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the Department of Public Safety Communications, and Zayo Group, LLC, commencing upon full execution of signatures, with further terms and conditions being as stated in said agreement, and WHEREAS, after review, the Board deems it advisable to approve said agreement, a copy of which is attached hereto and incorporated herein by reference. NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld County, Colorado, that the Master Customer Agreement for Fiber Network, Telecommunications, and Infrastructure Services between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the Department of Public Safety Communications, and Zayo Group, LLC, be, and hereby is, approved. BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to sign said agreement. The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 30th day of December, A.D., 2019. BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO ATTEST: did/ 4;e1 EXCUSED Barbara Kirkmeyer, Chair Weld County Clerk to the Board Date of signature: a I /13 /2 -nt4,1„._._____ Mike Freeman, Pro-Tem © Sean P onway cC.Cnc,) oI/27/20 2019-5178 CM0027 aontx-Ac+ ztJ fi•33LA5 186 -. Regional Communications December 23, 2019 Weld County Regional Communications Center PHONE: 970-350-9600 FAX: 970-352-0242 1551 N 17th Avenue, Ste 2 Greeley, CO 80632 Subject: Sole Source Justification for Network Aggregation Services To whom it may concern, The Weld County Department of Public Safety Communications has selected Zayo Group, LLC. to provide fiber optic infrastructure, network access and aggregated network access services to Weld County radio communications sites. Zayo Group, LLC is the sole source vendor to provide these services which aggregate disparate fiber optic network resources into one cohesive network that will be utilized by the Weld County Department of Public Safety Communications to provide backhaul communications to the Weld County radio transmission sites. Although there are several telecommunication companies that may provide individual network links to the radio sites, the telecommunications vendors are regulated from aggregating networks from competing telecommunication companies. Zayo Group, LLC as a Network provider is the only source available to provide these aggregated network services to Weld County. Regards, U1A4atax.e Michael R Wallace, ENP,CMCP Weld County Director of Public Safety Communications 2019-5178 iQ/3O CMOoai BOCC STAFF USE Date Set: Time: BOARD OF COUNTY COMMISSIONERS WORK SESSION REQUEST Work Session Title: Public Safety Radio Site Fiber Redundancy /UNC Maintenance Department/Office: Public Safety Communications Date: 12-18-2019 Person requesting work session: Mike Wallace Extension: 2890 Has your commissioner coordinator/BOCC chair approved the work session? xYes, Commissioner Coordinator Yes, BOCC chair Recommended length of time needed for discussion: 15 minutes 20 minutes X30 minutes other (list) : In addition to yourself and the board, please list who should attend: Don Warden, Walt Leslie, Bob Choate Brief description of the issue: (please select one) Informational only _X Action needed 1. Our current Fiber vendor Affinity has decided to close its doors. We currently had a 10yr fiber agreement with them to provide fiber for site redundancy for all our tower sites. Affinity has been working with Weld County and ZAYO fiber company in working out an agreement to continue fiber redundancy for our sites. Affiniti has agreed to refund the remaining amount, which is approximately 400,000 left on their agreement. This work session is to discuss the ZAYO agreement for 10yrs to continue this redundancy. Also included in these agreements would be a performance bond to protect us in the future of these type of incidents. As well as the addition of adding the Timnath Site into this redundancy. 2. UNC Dispatch Center Maintenance/Support. UNC Police has inquired if Weld County Public Safety Wireless would provide maintenance and support for their 1 console dispatch center (MCC7500 console) on an annual basis and include it in their maintenance and support agreement of their Fleet radios that WCPSW currently provides. The cost for providing this service would be an additional $6,000.00 added to their annual Radio Maintenance agreement Options for the board: 1. Approve —Option #1 10yrs at 900,000 + 7,650 for Annual Performance Bond, which would add Timnath Site into the redundant fiber ring. 1. Approve — Option#2 10yrs at 720,000 + 6,120 for Annual Performance Bond, which does not include Timnath Site. BOCC STAFF USE Date Set: Time: 1. Deny — Option#1 and go with Option#2 1. Deny — Both Options and not provide redundancy for radio towers 2. Approve — UNC agreement to provide Dispatch maintenance and support Deny — UNC agreement to provide Dispatch maintenance and support Recommendation to the board: 1. Recommend Approval of Option#1. As this option is $180,000 more than the Option#2. Public Safety Communications believes to ensure redundancies at all our sites has been the goal as communicated by the BOCC previously and opting for this would be a cost saving of approximate $350,000 at this time to provide fiber to the Timnath Site. To provide fiber at the Timnath Site outside of option#1, would be an additional $530,000 2. Recommend Approve Issue#2 to provide dispatch maintenance and support for UNC Police Dispatch Center. OARD CHAIR USE Results/Outcomes: DocuSign Envelope ID: F44A0EF2-596E-4107-818D-420E79DCE347 MASTER CUSTOMER AGREEMENT This Master Customer Agreement ("MCA") is made effective as of December 10, 20 19 ("Effective Date") between Zayo Group, LLC, a Delaware limited liability company, and its Affiliates (defined below), with an address of 1821 30th Street, Unit A, Boulder, CO 80301 (collectively "Zayo" and each Affiliate a "Zayo Affiliate") and Board of County Commissioners, Weld County ,a governmental entity with an address of 1150 O Street Greeley, Colorado 80631 ("Customer"). Zayo and Customer each may be referred to herein as a "Party" and collectively as the "Parties". "Affiliate" shall mean any entity controlled by, controlling or under common control with the applicable Party. ARTICLE 1 - GENERAL 1.1 Agreement Structure. This MCA provides general terms and conditions under which Customer may from time to time purchase access to and utilization of selected portions of the Zayo fiber network and associated infrastructure ("Access") and certain related telecommunications and infrastructure services ("Services") from Zayo. Terms and conditions that apply to Access and to each type of Service are set forth in customer schedules (each a "Customer Schedule") and in the supplemental terms and conditions ("Supplemental Terms and Conditions") attached to Customer Orders (defined below). This MCA, applicable Customer Schedules, applicable Supplemental Terms and Conditions, Customer Orders and any other attachments and/or addendums are hereby incorporated herein and shall collectively be referred to as the "Agreement". Customer acknowledges and accepts the applicable terms and conditions of the Agreement by signing the Agreement and/or by using Access or Services or allowing others to do so. Any part of the Agreement may be entered into and performed by any Zayo Affiliate, including a Zayo Affiliate authorized to provide Access or Services in any country or jurisdiction, and any independent contractor or other third party may perform any obligations of Zayo under the Agreement. 1.2 Orders for Access and/or Services. Customer may request that Zayo provide Access and/or Services by submitting a customer order in a form provided by Zayo ("Customer Order"). Customer is responsible for the accuracy of all information that it provides to Zayo. Each accepted Customer Order shall be subject to the Agreement. Customer Orders shall set forth the term, pricing, Access and Service type and location(s), monthly recurring charge ("MRC"), non -recurring charge ("NRC") and any additional terms applicable to the Access and/or Services. All Customer Orders shall be subject to availability and acceptance by Zayo. 1.3 Term. The term of each Customer Order shall commence on the Activation Date (as defined in the applicable Customer Schedule) for such Access and/or Service and continue for the period of time specified in that Customer Order, and thereafter shall automatically renew for one (1) year periods (collectively, the "Order Term") until terminated by either Party upon at least ninety (90) days written notice prior to the end of the Order Term. Customer shall continue to be responsible for payment to Zayo for the Access and Services to be terminated through the end of the ninety (90) day notice period. Following the initial Order Term, Zayo reserves the right to increase rates for any Access and Services provided thereunder upon at least thirty (30) days' notice. The term of the Agreement is coterminous with the longest Order Term thereunder. 1.4 Order of Precedence. In the event of an express conflict between terms in the Agreement, precedence will be given, as applicable, in the following order: (a) the Customer Order, (b) the Supplemental Terms and Conditions, (c) the Customer Schedule and (d) the MCA. ARTICLE 2 - PAYMENT TERMS 2.1 Credit Approval/Deposits. Zayo may require a deposit as a condition to accepting a Customer Order or if Customer fails to timely pay its invoices. Zayo shall refund any deposit, less any amount Customer owes to Zayo, when Access or Services are discontinued or when Zayo determines that such deposit is no longer required. 2.2 Invoicing and Payment Terms. Zayo may commence billing and Customer shall be liable for payment upon the Activation Date. Zayo will provide Customer with a monthly itemized invoice for the Access and Services together with all other charges due. Customer shall pay to Zayo all amounts due in full, without offset or reduction, within thirty (30) days from the date of the invoice ("Due Date"). Invoice amounts not paid on or before the Due Date shall bear interest at the rate of one and one-half percent (1.5%) per month or the highest lawful rate, whichever is lower. Unless otherwise stated in the Agreement, Zayo shall invoice Customer for any NRC upon acceptance of a Customer Order. 2.3 Invoice Disputes. Customer is responsible for all charges respecting the Access and Services, even if incurred as the result of unauthorized use. If Customer reasonably disputes any portion of an invoice, Customer shall timely pay all undisputed amounts and shall notify Zayo in writing and provide detailed documentation supporting its dispute within thirty (30) days of the invoice date or Customer's right to any billing adjustment shall be waived. If the Master Customer Agreement (Ver. 2.1.2019) Confidential and Proprietary DocuSign Envelope ID: F44AQEF2-59BE-4107-81 BD-420E79DCE347 dispute is resolved against Customer, Customer shall pay such amounts due plus interest, as set forth in Section 2.2 above, from the date the payment was originally due. 2.4 Taxes and Other Fees and Surcharges. Excluding taxes based on Zayo's net income, Customer shall be responsible for all Taxes (defined below) and Other Fees and Surcharges (defined below) arising in any jurisdiction imposed on or incident to the provision, sale or use of Access or Services, including but not limited to value added, consumption, sales, use, gross receipts, foreign withholding (which will be grossed up), excise, access and bypass (collectively "Taxes") and any property, franchise, rights of way, license or permit, regulatory or other taxes, duties, fees, charges or surcharges (collectively "Other Fees and Surcharges"), imposed on Zayo, Customer or a Customer's end user ("End User(s)"). Charges for Access and Services are exclusive of any Taxes and Other Fees and Surcharges. Taxes and Other Fees and Surcharges may be recovered through imposition of a percentage surcharge on the charges for Access and Services to Customer. Customer may present Zayo with a valid exemption certificate (in a form reasonably acceptable to Zayo) eliminating Zayo's liability to pay certai Taxes and Other Fees and Surcharges; Zayo will give effect thereto prospectively. ARTICLE 3 - DEFAULT If Customer fails to make any payment due under the Agreement and such failure continues for five (5) days after receiving notice thereof, or if a Party fails to cure any material breach of any term of the Agreement within thirty (30) days of receiving notice of the breach from the other Party, then the non -breaching Party may: (a) terminate the Agreement in whole or in part and (b) subject to the liability limitations stated herein, pursue any available remedies at law or in equity. ARTICLE 4 - LIABILITIES 4.1 General Limitations. To the extent allowed by law, Zayo shall enjoy any statutory protections granted to utility and infrastructure providers and shall not be liable for injury to or death of any person and for damage to or loss of any property arising out of or attributable to its operations and performance under the Agreement. Customer's sole and exclusive remedy for any non-performance, defect or failure to deliver the Access or Service are the performance credits and/or other remedies expressly stated in the relevant Customer Schedule. Zayo's total liability for any and all causes and claims whether based in contract, warranty, tort or otherwise shall be limited to the lesser of (a) the actual direct damages sustained by Customer in connection with the affected Customer Order and affected Access or Service, or (b) an amount equivalent to the total MRC payable by Customer over the preceding three (3) months for the Access or Service affected or if the claim arises prior to the Activation Date, an amount equivalent to the total MRC payable by Customer for the first three (3) months of the Order Term. 4.2 Special Damages. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 4.5 OF THIS MCA, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY DAMAGES FOR LOST PROFITS, LOST REVENUES, LOSS OF GOODWILL, LOSS OF DATA, ANTICIPATED SAVINGS OR COST OF PURCHASING REPLACEMENT SERVICES, OR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF THE PERFORMANCE OR FAILURE TO PERFORM UNDER THIS MCA OR ANY CUSTOMER ORDER. 4.3 No Warranty. EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT, ZAYO MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF DESCRIPTION, QUALITY, COMPLETENESS, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE CF THE ACCESS OR SERVICES HEREUNDER OR ANY OTHER MATTER AND ANY SUCH WARRANTIES ARE HEREBY EXCLUDED AND DISCLAIMED. 4.4 No Liability for Certain Actions. Zayo exercises no control over and is not responsible for the content of any information transmitted or received through the use of the Access or the Services. Other than as expressly stated in the Agreement, Customer shall be solely responsible for all of the security and confidentiality of information it transmits using the Access or Service. Customer shall be solely responsible for all customer support, pricing and service plans, billing and collections with respect to its End Users, including obtaining all necessary legal or regulatory approvals to provide or terminate the provision of the access, product or service to its End Users. Use of the Access and Services is at Customer's own risk. ARTICLE 5 — MISCELLANEOUS PROVISIONS 5.1 Confidentiality. To the extent permitted by law, information or documentation exchanged between the Parties in performing this Agreement, including the terms of this Agreement, are subject to the terms of any non -disclosure Master Customer Agreement (Ver. 2.1.2019) Confidential and Proprietary DocuSign Envelope ID: F44A0EF2-59BE-4107-81 BD-420E79DCE347 agreement in effect between the Parties, and if none, the Parties agree to keep any such information which is of a confidential nature confidential and not disclose such information to third parties (other than to vendors and Affiliates). 5.2 Force Majeure. Neither Party shall be liable, nor shall any credit allowance or other remedy be extended, for any failure or hindrance of performance hereunder due to causes beyond its reasonable control. The Party claiming relief under this Section shall notify the other Party of the occurrence or existence of the event and of the termination of such event. 5.3 Subject to Laws. Each Party is responsible for complying with applicable laws and regulations, including but not limited to applicable: (a) federal, state and local laws; (b) regulations, rulings and orders of government agencies; (c) data protection legislation; (d) laws, statutes, regulations and codes relating to anti -bribery and anti -corruption; and (e) import, export and economic sanction laws and regulations. Neither Party shall use the Access or Services for any unlawful purposes. 5.4 Governing Law; Venue. The Agreement shall be governed by and construed in accordance with the laws of Colorado, without giving effect to any conflict of law principles. Venue for any dispute arising under the Agreement shall be Denver, Colorado. The United Nations Convention on Contracts for the International Sale of Goods does not apply. 5.5 Intentionally omitted. 5.6 Assignment. Customer shall not transfer or assign, voluntarily or by operation of law or otherwise, its obligations under the Agreement without the prior written consent of Zayo. Zayo may assign in whole or in part the Agreement or any of its rights and obligations hereunder to any Zayo Affiliate without prior notice to Customer_ The Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns. 5.7 Notices. Notices under this MCA shall be in writing and delivered by certified mail, return receipt requested, or by a nationally recognized courier to the persons whose names and business addresses appear below, and such notice shall be effective on the date of receipt, or refusal of delivery, by the receiving Party. In addition to the foregoing notice requirement, if Customer is disconnecting Access or discontinuing Service(s) of any type for any reason, Customer must submit the disconnection request through the form located at https://www.zayo.com/disconnectservice/ If to Zayo: If to Customer: Zayo Group, LLC Board of County Commissioners, Weld County Attn: General Counsel, Legal Attn: Michael Wallace 1821 30h" Street, Unit 1150 O Street Boulder, CO 80301 Greeley, CO 80631 Billing Disputes: (if this "Customer" section is left blank, notice shall be deemed effective if delivered to Customer's registered office address or the last Customer address provided to Zayo by Customer) Zayo Group, LLC Attn: Accounts Receivable 1821 301h Street, Unit A Boulder, CO 80301 customerservice@zayo.com 5.8 No Third Party Beneficiaries. The representations, warranties, covenants and agreements of the Parties set forth herein are not intended for, nor shall they be for the benefit of or enforceable by, any third party or person not a Party hereto, including without limitation, End Users. 5.9 Entire Agreement; Amendment. The Agreement constitutes the entire and final agreement and understanding between the Parties, expressed or implied, with respect to the Access and Services and supersedes all other prior or contemporaneous representations, understandings or agreements. No alteration or variation of the terms of any provision shall be valid unless made in writing and signed by the Parties. If any provision of the Agreement shall be held to be invalid or unenforceable, the remaining provisions of the Agreement shall be unimpaired and shall remain in effect and be binding upon the Parties. No course of dealing and no failure to exercise any right hereunder shall be construed as a waiver of any provision hereof. 5.10 Relationship and Counterparts. The Agreement does not create a partnership, joint venture or agency relationship between the Parties. Neither Party shall have any authority to bind the other Party to any agreement, Master Customer Agreement (Ver. 2.1.2019) Confidential and Proprietary 3 DocuSign Envelope ID: F44A0EF2-59BE-4107-81 BD-420E79DCE347 understanding or other instrument, in any manner whatsoever. The Agreement may be executed in one or more counterparts, all of which taken together shall constitute one instrument. The Agreement may be executed via a recognized electronic signature service (e.g., Docusign) and/or may be delivered by facsimile transmission and/or signed, scanned and emailed to Zayo, and any such signatures shall be treated as original signatures. ZAYO GROUP, LLC BOARD OF COUNTY COMMISSIONERS, WELD COUNTY Signature: ,,.--Doc, ed by. Signature: + DEC $ 0 2019 Name: Alina Nisenzon Name: Mike Freeman Title: Assoc. General Counsel Master Customer Agreement (Ver. 2.1.2019) Confidential and Proprietary Title: BOCC Pro—Tem 4 PERFORMANCE BOND Bond No. 0227548 KNOW ALL MEN BY THESE PRESENTS: That we, Zayo Group, LLC, as Principal, hereinafter called Principal, and Berkley Insurance Company, 475 Steamboat Road, Greenwich, CT 06830, duly organized under the laws of the State of Delaware and licensed to transact business in the State of Colorado, as Surety, hereinafter called Surety, are held and firmly bound unto Weld County, CO, as Obligee, hereinafter called Obligee, in the penal sum of Nine Hundred Thousand and 00/100 Dollars ($900,000.00), for the payment whereof Principal and Surety bind themselves, their legal representatives, successors or assigns, jointly and severally, firmly by these presents. WHEREAS, Principal has by written agreement dated 11/25/2019 entered into a contract with Obligee for OSP Work (splicing, fiber build), network maintenance in accordance with drawings and specifications prepared by Click here to enter text., which Contract is by reference made a part hereof, and is hereinafter referred to as the Contract. NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION is such that, if Principal shall promptly and faithfully perform said Contract, then this obligation shall be null and void; otherwise it shall remain in full force and effect. Whenever Principal shall be, and be declared by Obligee to be in default under the Contract, the Obligee having performed Obligee's obligations thereunder: 1) Surety may promptly remedy the default subject to the provisions of paragraph 3 below, or; 2) Surety may arrange for the performance of Principal's obligation under the Contract subject to the provisions of paragraph 3; 3) The balance of the Contract price, as defined below, shall be credited against the reasonable cost of completing performance of the Contract. If completed by the Obligee, and the reasonable cost exceeds the balance of the Contract price, the Surety shall pay to the Obligee such excess, but in no event shall the aggregate liability of the Surety exceed the amount of this bond. If the Surety arranges completion or remedies the default, that portion of the balance of the Contract price as may be required to complete the Contract or remedy the default and to reimburse the Surety for its outlays shall be paid to the Surety at the times and in the manner as said sums would have been payable to Principal had there been no default under the Contract. The term "balance of the Contract price." as used in this paragraph, shall mean the total amount payable by Obligee to Principal under the Contract and any amendments thereto, less the amounts heretofore properly paid by Obligee under the Contract. PROVIDED FURTHER, that the Surety may terminate its liability hereunder as to future acts of the Principal at any time by giving sixty (60) days written notice of such termination to the Obligee. Any suit under this bond must be instituted before the expiration of two years from date on which final payment under the Contract falls due. No right of action shall accrue on this bond to or for the use of any person or corporation other than Obligee named herein or the heirs, executors, administrators or successors of the Obligee. Signed and sealed this 11th day of December, 2019. /.ayo Group. LLC 'tfc 'I M. flu d,'Attorncy-in-Fact POWER OF ATTORNEY BERKLEY INSURANCE COMPANY WILMINGTON, DELAWARE NOTICE: The warning found elsewhere in this Power of Attorney affects the validity thereof. Please review carefully. KNOW ALL MEN BY THESE PRESENTS, that BERKLEY INSURANCE COMPANY (the "Company"), a corporation duly organized and existing under the laws of the State of Delaware, having its principal office in Greenwich, CT, has made, constituted and appointed, and does by these presents make, constitute and appoint: Cheryl M. Rusted or Jeffrey L. Broyles of Willis of Colorado, Inc. of Denver, CO its true and lawful Attorney -in -Fact, to sign its name as surety only as delineated below and to execute, seal, acknowledge and deliver any and all bonds and undertakings, with the exception of Financial Guaranty Insurance, - providing that no single obligation shall exceed Fifty Million and 00/100 U.S. Dollars (U.S.S50,000,000.00), to the same extent as if such bonds had been duly executed and acknowledged by the regularly elected officers of the Company at its principal office in their own proper persons. This Power of Attorney shall be construed and enforced in accordance with, and governed by, the laws of the State of Delaware. without giving effect to the principles of conflicts of laws thereof. This Power of Attorney is granted pursuant to the following resolutions which were duly and validly adopted at a meeting of the Board of Directors of the Company held on January 25, 2010: RESOLVED, that, with respect to the Surety business written by Berkley Surety, the Chairman of the Board, Chief Executive Officer, President or any Vice President of the Company, in conjunction with the Secretary or any Assistant Secretary are hereby authorized to execute powers of attorney authorizing and qualifying the attorney -in -fact named therein to execute bonds, undertakings, recognizances, or other suretyship obligations on behalf of the Company, and to affix the corporate seal of the Company to powers of attorney executed pursuant hereto; and said officers may remove any such attorney -in -fact and revoke any power of attorney previously granted; and further RESOLVED, that such power of attorney limits the acts of those named therein to the bonds, undertakings, recognizances, or other suretyship obligations specifically named therein, and they have no authority to bind the Company except in the manner and to the extent therein stated; and further RESOLVED, that such power of attorney revokes all previous powers issued on behalf of the attorney -in -fact named; and further RESOLVED, that the signature of any authorized officer and the seal of the Company may be affixed by facsimile to any power of attorney or certification thereof authorizing the execution and delivery of any bond, undertaking, recognizance, or other suretyship obligation of the Company; and such signature and seal when so used shall have the same force and effect as though manually affixed. The Company may continue to use for the purposes herein stated the facsimile signature of any person or persons who shall have been such officer or officers of the Company, notwithstanding the fact that they may have ceased to be such at the time when such instruments shall be issued. IN WITNESS WHEREOF, the Corn, any has caused these presents to be signed and attested by its appropriate officers and its corporate seal hereunto affixed this ` day of , Q.O1S Attest: (Seal) By lra S. Lederrftan Executive Vice President & Secretary Berkley Insurance Compan By fter esident WARNING: THIS POWER INVALID iF NOT PRINTED ON BLUE "BERKLEY" SECURITY PAPER. STATE OF CONNECTICUT ) ) ss: COUNTY OF FAIRFIELD ) Swann to before me, a Notary Public in the State of Connecticut, thisc day of a.UI , by Ira S. Lederman and Jeffrey M. liafter who arc sworn to me to be the Executive Vice Pre 'dc t and Secretary, an the Senior Vice President, respectively, of Berkley Insurance ComparitARIAC. RUNDBAKEN o ; NOTARY PUBLIC �' `'r /;',74 MY COMMISSION EXPIRES otary Public, State of Connecticut APRIL 30, 2019 CERTIFICATE 1. the undersigned, Assistant Secretary of BERKLEY INSURANCE COMPANY, DO HEREBY CERTIFY that the foregoing is a true, correct and complete copy of the original Power of Attorney: that said Power of Attorney has not been revoked or rescinded and that the authority of the Attorney -in -Fact set forth therein, who executed the bond or undertaking to which this Power of Attorney is attached, is in full force and effect as of this date. Given under my hand and seal of the Company, this 11th, day of December (Seal) PERFORMANCE BOND Bond No. 0227548 KNOW ALL MEN BY THESE PRESENTS; That we, Zayo Group, LLC, as Principal, hereinafter called Principal, and Berkley Insurance Company, 475 Steamboat Road, Greenwich, CT 06830, duly organized under the laws of the State of Delaware and licensed to transact business in the State of Colorado, as Surety, hereinafter called Surety, are held and firmly bound unto Weld County, CO, as Obligee, hereinafter called Obligee, in the penal sum of Nine Hundred Thousand and 00/100 Dollars ($900,000.00), for the payment whereof Principal and Surety bind themselves, their legal representatives, successors or assigns, jointly and severally, firmly by these presents. WHEREAS, Principal has by written agreement dated 11/25/2019 entered into a contract with Obligee for OSP Work (splicing, fiber build), network maintenance in accordance with drawings and specifications prepared by Click here to enter text., which Contract is by reference made a part hereof, and is hereinafter referred to as the Contract. NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION is such that, if Principal shall promptly and faithfully perform said Contract, then this obligation shall be null and void; otherwise it shall remain in full force and effect. Whenever Principal shall be, and be declared by Obligee to be in default under the Contract, the Obligee having performed Obligee's obligations thereunder: 1) Surety may promptly remedy the default subject to the provisions of paragraph 3 below, or; 2) Surety may arrange for the performance of Principal's obligation under the Contract subject to the provisions of paragraph 3; 3) The balance of the Contract price, as defined below, shall be credited against the reasonable cost of completing performance of the Contract. If completed by the Obligee, and the reasonable cost exceeds the balance of the Contract price, the Surety shall pay to the Obligee such excess, but in no event shall the aggregate liability of the Surety exceed the amount of this bond. If the Surety arranges completion or remedies the default, that portion of the balance of the Contract price as may be required to complete the Contract or remedy the default and to reimburse the Surety for its outlays shall be paid to the Surety at the times and in the manner as said sums would have been payable to Principal had there been no default under the Contract. The term "balance of the Contract price." as used in this paragraph, shall mean the total amount payable by Obligee to Principal under the Contract and any amendments thereto, less the amounts heretofore properly paid by Obligee under the Contract. PROVIDED FURTHER, that the Surety may terminate its liability hereunder as to future acts of the Principal at any time by giving sixty (60) days written notice of such termination to the Obligee, Any suit under this bond must be instituted before the expiration of two years from date on which final payment under the Contract falls due. No right of action shall accrue on this bond to or for the use of any person or corporation other than Obligee named herein or the heirs, executors, administrators or successors of the Obligee. Signed and sealed this 11th day of December, 2019. Zayo Group, LLC Principal Cheryl M. Husted, Attorney -in -Fact r J ' %Jr /11 1 VL\,N . BERKLEY INSURANCE COMPANY WILMINGTON, DELAWARE NOTICE: The warning found elsewhere in this Power of Attorney affects the validity thereof, Please review carefully. KNOW ALL MEN BY THESE PRESENTS, that BERKLEY INSURANCE COMPANY (the "Company"), a corporation duly organized and existing under the laws of the State of Delaware, having its principal office in Greenwich, CT, has made, constituted and appointed, and does by these presents make. constitute and appoint: Cheryl H. Misted or Jeffrey L. Broyles of Willis of Colorado, Inc. of Denver, CO its true and lawful Attorney -in -Fact, to sign its name as surety only as delineated below and to execute, seal, acknowledge and deliver any and all bonds and undertakings, with the exception of Financial Guaranty Insurance, providing that no single obligation shall exceed Fifty Million and 00/100 U.S. Dollars (U.S.S50,000,000.00), to the same extent as if such bonds had been duly executed and acknowledged by the regularly elected officers of the Company at its principal office in their own proper persons. This Power of Attorney shall be construed and enforced in accordance with, and governed by, the laws of the State of Delaware, without giving effect to the principles of conflicts of laws thereof. This Power of Attorney is granted pursuant to the following resolutions which were duly and validly adopted at a meeting of the Board of Directors of the Company held on January 25, 2010: �1 \K11 \l. J 6. RESOLVED, that, with respect to the Surety business written by Berkley Surety, the Chairman of the Board, Chief Executive Officer, President or any Vice President of the Company, in conjunction with the Secretary or any Assistant Secretary are hereby authorized to execute powers of attorney authorizing and qualifying the attorney -in -fact named therein to execute bonds, undertakings, recognizances, or other suretyship obligations on behalf of the Company, and to affix the corporate seal of the Company to powers of attorney executed pursuant hereto; and said officers may remove any such attorney -in -fact and revoke any power of attorney previously granted; and further RESOLVED, that such power of attorney limits the acts of those named therein to the bonds, undertakings, recognizances, or other suretyship obligations specifically named therein, and they have no authority to bind the Company except in the manner and to the extent therein stated; and further RESOLVED, that such power of attorney revokes all previous powers issued on behalf of the attorney -in -fact named; and further RESOLVED, that the signature of any authorized officer and the seal of the Company may be affixed by facsimile to any power of attorney or certification thereof authorizing the execution and delivery of any bond, undertaking, recognizance, or other suretyship obligation of the Company; and such signature and seal when so used shall have the same force and effect as though manually affixed. The Company may continue to use for the purposes herein stated the facsimile signature of any person or persons who shall have been such officer or officers of the Company, notwithstanding the fact that they may have ceased to be such at the time when such instruments shall be issued. • IN WITNESS WHEREOF, the Company has caused these presents to be signed and attested by its appropriate officers and its corporate seal hereunto affixed this9 day off �Uf� Attest: / ; / / Berkley Insurance Compan (Seal) By Ira S Ledertftan Executive Vice President & Secretary By -esident WARNING: THIS POWER INVALID IF NOT PRINTED ON BLUE "BERKLEY" SECURITY PAPER. STATE OF CONNECTICUT ) ss: COUNTY OF FAIRIF'IELD Sworn to before me, a Notary Public in the State of Connecticut, this` day day of U } ..I- �1� , by Ira S. Lederman ▪ and Jeffrey M. Hatter who are sworn to me to be the Executive Vice Pre 'dc t and Secretouy,/an the Senior Vice President, respectively, of Berkley Insurance ComparMARIAC. RUNDBAKEN ,,{{ (- L„mr-rte /i,,-, NOTARY PUBLIC % 1 { / MY COMMISSION EXPIRES otary Public, State f Connecticut APRIL 30, 20p19 CERTIFICA'T'E I, the undersigned, Assistant Secretary of BERKLEY INSURANCE COMPANY, DO HEREBY CF'` . is a true, correct 7-2 and complete copy of the original Power of Attorney: that said Power of Attorney has not been revoked or re ority of the ▪ Attorney -in -Fact set forth therein, who executed the bond or undertaking to which this Power of Attorney is attac ed II and effect as of this date. Given under my hand and seal of the Company, this 11th. day of December (Seal) 12/20/2019 FedEx Ship Manager - Print Your Label(s) I EG) D cn IIIMEIN -4 a z g ao xiZ v ' 0 O tl go m co Z n Z� � $ .at5.. =__;7.„„ a) m N m 567,21 800,05/12 F 8 After printing this label: 1. Use the 'Print' button on this page to print your label to your laser or inkJet printer. 2. Fold the printed page along the horizontal line. 3. Place label in shipping pouch and affix it 10 your shipment so that the barcode portion of the label can be read and scanned. Warning: Use only the printed original label for shipping Using a photocopy of this label for shipping purposes is fraudulent and could result in additional billing charges, along with the cancellation of your FedEx account number. Use of this system constitutes your agreement to the service conditions In the current FedEx Service Guide, available on fedex.com.FedEx will riot be responsible for any claim in excess of $100 per package, whether the result of loss, damage, delay, non-delivery,misdslivery,or misinformation, unless you declare a higher value, pay an additional charge, document your actual loss and file a timely claim.Limitatlons found in the current FedEx Service Guide apply. Your right to recover from FedEx for any loss, including intrinsic value of the package, loss of sales, Income Interest, profit, attorney's fees, costs, and other forms of damage whether direct, incidental,consequential, or special is limited to the greater of $100 or the authorized declared value. Recovery cannot exceed actual documented Ioss.Meximum for Items of extraordinary value is $1,000. e.g. jewelry, precious metals, negotiable instruments and other Items listed In our ServiceGuide. Written claims must be filed within strict time limits, see current FedEx Service Guide. https.//www.feclex.corn/shipping/shIpAction handle7method=doConlinue 1/1 DocuSign Envelope ID: A864F7BD-D66E-4448-9968-B88E1C1BA50B Page 1 of 5 ZaY0 GROUP Order Information Contracting Entity Board of County Commissioners, Weld County Contact Mike Wallace Representative David Bahlatzis Order Form Billing Account Weld County Government Phone (970) 304-6455 Phone (720) 361-1791 Account 30340 Number Email mrwallace@weldgov.com Email david.bahlatzls@zayo.com New Order -1566612 Order Details Order ID Order Type Order Term Product SOC Type Term Address 1566612 New 120 months DIA 3105 35th New 1 Ave/FI-1/Rm-MPOE Greeley, CO 4977 County Road New 1 59/FI-1/Rm-MPOE Keenesburg, CO 62999 CR New 1 105/FI-1/Rm-MPOE Grover, CO -+ New 64468 1 CO-14/FI-1/Rm-MPOE Raymer, CO 6450 Somerset New 1 Dr/Ft-1/Rm-MPOE Longmont, CO 16054 County Road New 100/F11/Rm-MPOE Nunn, CO 40800 CR New 1 15/FI-1/Rm-MPOE Fort Collins, CO 3105 35th New 1 Ave/Fl-1/Rm-MPOE Greeley, CO 4977 County Road New 1 59/FI-1/Rm-MPOE Keenesburg, CO 62999 CR New 1 105/FI-1/Rm-MPOE Grover, CO 64468 New 1 CO-14/FI-1/Rm-MPOE Raymer, CO 6450 Somerset New 1 DrIFI-1/Rm-MPOE Longmont, CO 16054 County Road New 1 100/FI-1/Rm-MPOE Nunn, CO 40800 CR New 15/FI-1/Rm-MPOE Fort Product Details Product Category Bandwidth Price Per Mb for Burst Usage Circuit Options SD -WAN 100Mb USD 0 00 GigE - Optical - Single Mode Port Handoff Sp Bandwidth Lateral A Handoff 10/100BaseT 100Mb 10/100BaseT 20Mb 10/100BaseT 20Mb 10/100BaseT 20Mb 10/100BaseT 20Mb 10/100BaseT 20Mb 10/100BaseT 20Mb 10/100BaseT 100Mb 10/100BaseT 20Mb 10/100BaseT 20Mb 10/100BaseT 20Mb 10/100BaseT 20Mb 10/100BaseT 20Mb 10/100BaseT 20Mb One (Single) One (Single) One (Single) One (Single) One (Single) One (Single) One Copper 10/100/1000BaseT- 100m Copper 10/100/1000BaseT- 100m Copper 10/100/1000BaseT- 100m Copper 10/100/1000BaseT - 10om Copper 10/100/1000BaseT • 100m Copper 10/100/1000BaseT - 100m Copper 10/100/1000BaseT - 100m Copper 10/100/1000BaseT - 100m Copper 10/100/1000BaseT - 100m Copper 10/100/1000BaseT- 100m Copper 10/10011000BaseT - 100m Copper 10/100/1000BaseT - 100m Copper 10/100/1000BaseT - 100m Copper 10/100/1000BaseT - Protection and Feature Details Burstable IP Service Core -Network Fiber Path Diversity Core -Network Protection No No No Loc Fib Path Div Local Network Protection Rate Limit Rate Limit to No No No No No No No No No No No No No No No No No N/A N/A N/A No N/A No N/A No N/A No N/A No NIA No N/A No N/A No N/A No N/A No N/A No N/A DocuSign Envelope ID: A864F78D-D66E-4448-9968-B88E1C1BA50B Page 2 of 5 New New New New New New New New New New Address Collins, CO 6450 Somerset Dr/FI-1/Rm-MPOE Longmont, CO 64468 CO-14/FI-1IRm-MPOE Raymer, CO 10/100BaseT 20Mb 10/100BaseT 20Mb 62999 CR 105/FI-1/Rm-MPOE Grover, 10/100BaseT 20Mb CO 4977 County Road 1 59/FI-1/Rm-MPOE 10/100BaseT 20Mb Keenesburg, CO 40800 CR 15/FI-1/Rm-MPOE Fort 10/101Base- 20Mb Collins, CO 3105 35th Ave/Fl-1/Rm-MPOE Greeley, CO 10/100BaseT 100Mb 16054 County Road 100/FI-1/Rm-MPOE Nunn, 10/100BaseT 20Mb CO 64468 CO-14/FI-1iRm-MPOE 10/100BaseT 30Mb Raymer, CO 64468 CO-14/F1-t/Rrn=M?OE 10/100BaseT 30Mb Raymer, CO 64468 CO-14/FI-1/Rm-MPOE 10/100BaseT 30Mb Raymer, CO In -Building Charges Conduit 3105 35th Ave/FI-1/Rrn-MPOE Customer Greeley, CO Responsibility 4977 County Road 59/FI-1/RooMPOE Keenesburg, CO Customer Responsibility 62999 CR 105/Fl-1/Rm-MPOE Customer Grover, CO Responsibility 64468 CO-14/FI.1/Rm-MPOE Customer Raymer, CO Responsiblity 6450 Somerset Dr/FI-1/Rm-MPOE Longmont, CO 16054 County Road 100/FI-1/Rrn-MPOE Nunn, CO Customer Responsibility Customer Responsibility 40800 CR 15/F1-1/Rm-MPOE Customer Fort Collins, CO Responsibll'ey 3105 35th Ave/FI-1/Rm-MPOE Customer Greeley, CO Responsiblity 4977 County Road 59/FI-1/Rm-M POE Keenesburg, CO Customer Responsibility 62999 CR 10.5/FI-1/Rm-MPOE Customer Grover, CO Responsibility 64468 CO.14/Fh1/Rm-MPOE Customer Raymer, CO Responsibility 6450 Somerset Dr/Fl-i/Rm-MPOE Longmont. CO 16054 County Road 100/FI-1/Rm-MPOE Nunn, CO Customer Responsibility Customer Responsibility 40500 CR 15/Ft-1/Rm-MPOE Customer Fort Collins, CO Responsibility 6450 Somerset Dr/FI-1/Rm•MPOE Longmont, CO 64468 00-14/F1-1/Rtr-MPOE Raymer, GO 62999 CR 105/FI-t/Rm-MPOE Grover, CO Customer Responsibllty Customer Responsiblty Customer Responsibility (Single) 100m One (Single) One (Single) One (Single) Ore (Single) Ore (Single) Ore (Single) One (Single) One (Sirrgie) One (Single) Copper 10/100/1000BaseT - 100m Copper l0/100/1000BaseT - t00m Copper 10/10C/1000BaseT - 100m Copper 10/100/10000aseT - 1rH1m Copper 10/100/1000BaseT - 100re Copper 10/100/1000BaseT - 100m Copper 10/100/1000BaseT- 100m Copper 10/I 00/10008aseT - 100m Copper 10/100/1000BaseT - 1 OUm Copper 10/100/1000BaseT 100m N/A N/A N/A N/A N/A N/A N/A No No N/A N/A N/A Riser Cable Cross Connect Customer LOC Space & Power New Customer Loc Device CFA Provided by Customer Customer Responsibility Responsibility Customer Customer Responsibility Responsibility Customer Customer Responsibility Responsibility Customer Customer Responsibility Responsibility Customer Responsibility Customer Responsibility Customer Responsibility Customer Responsibility Customer Customer Customer Responsibility Responsibility Responsibility Customer Customer Responsibility Responsibility Customer Customer Responsibility Responsibility Customer Customer Responsibility Responsibility Customer Responsibility Customer Responsibility Customer Responsibility Customer Customer Customer Responsibility Responsibility Responsibility Customer Customer Responsibility Responsibility Customer Customer Responsibility Responsibility Customer Responsibility Customer Responsibility Customer Customer Customer Responsibility Responsibility Responsibility Customer Customer Customer Responsibility Responsibility Responsibility Customer Customer Customer Responsibility Responsibility Responsibility N/A No Zayo N/A No Zayo N/A No Zayo N/A No Zaps N/A No Zayo N/A No Zayo N/A No Zayo Zayo Zayo Zayo DocuSign Envelope ID: A864F7BD-D66E-4448-9968-B88E1C1BA50B Page 3 of 5 4977 County Road Customer 591FI-1/Rm-MPOE Responsibility Keenesburg, CO 40800 CR 15/FI.1/Rm-MPOE Customer Fort Collins, CO Responsibility 3105 35th Ave/FI-1/Rm-MPOE Customer Greeley, CO Responsibility 16054 County Road Customer 100iF1-1/Rm-MPOE Nunn, CO Responsibility 64468 CO-14/FI-1/Rm-MPOE Customer Raymer, CO Responsibility 64468 CO-14/FI-1/Rm-MPOE Customer Responsibility Raymer, CO 64468 CO-14/FI-1/Rm4POE Customer Responsibility Raymer, CO Product Service Item Deed DIA Pre Pay - PPD DIA Pre Pay - PPD DIA Pre Pay - PPD DIA Pre Pay - PPD DIA Pre Pay - PPD DIA Pre Pay - PPD DIA Pre Pay - PPD DIA Pre Pay - PPD DIA Pre Pay -PP0 DIA Pm Pay -PPD DIA Pre Pay - PPD DIA Pre Pay - PPD DIA Pre Pay - PPD DIA Pre Pay - PPD DIA Pre Pay - PPD DIA Pre Pay - PPD DIA Pre Pay - PPD DIA Pre Pay - PPD DIA Pre Pay - PPD DIA Pm Pay - PPD DIA Pre Pay - PPD DIA 3rd Party Charge Pass Thru - YRC Non Recurring Charges Total: Yearly Recurring Charges Total: Component Component Address Type Statue SOC-0003923434 6450 Somerset Dr/FI-1/Rm-MPOE Longmont CO PPD SOC-0003923441 6450 Somerset Dr/FI-1/Rm-MPOE Longmont CO PPD SOC-0003923433 64468 C0.14/Fl-,1/Rm-MPOE Raymer CO PPD SOC-0003923440 64468 CO.14/FI-1/Rm-MPOE Raymer CO PPD SOC-0003923432 62999 CR 105/FI-1/Rm-MPOE Grover CO PPD SOC-0003923439 02999 CR 105/Fl-1/Rm-MPOE Grover CO PPD SOC-0003923431 4977 County Road 59.%FI-1/Rm-MPOE Keenesburg CO SOC-0003923438 4977 97 County Road 591F1-1/Rm-MPOE Keenesburg CO SOC-0003923436 40800 CR 15IFI-1/Rm-MPOE Fort Collins CO SOC-0003923443 40800 CR 151FI-1/Rm-MPOE Fort Collins CO SOC-0003923430 3105 35th Ave/F1-1/Rm-MPOE Greeley CO SOC-0003923437 3105 35th Ave/FI-1/Rm-MPOE Greeley CO SOC-0003923435 16054 County Road 100/FI-1/Rm-MPOE Nunn CO SOC-0003923442 16054 County Road 100/FI-1/Rm-MPOE Nunn CO SOC-0003924646 6450 Somerset Dr/FI-1/Rm-MPOE Longmont CO SOC-0003924655 64468 CO-14/FI-i!Rm-MPOE Raymer CO SOC-0003924658 62999 CR 105/FI.1/Rm-MPOE Grover CO SOC-0003924661 4977 County Road 59/FI-1/Rm-MPOE Keenesburg CO SOC-0003924664 40800 CR 15/Fl-1/Rm-MPOE Fort Collins CO SOC-0003924665 3105 35th Ave/Fl-1/Rrn-MPOE Greeley CO SOC-0003924666 16054 County Road 1001H-1/Rm-MPOE Nunn CO SOC-0003923430 3105 35th Ave/FI-11Rm-MPOE Greeley CO PPD PPD PPD PPD PPD PPD PPD PPD PPD PPD PPD PPD PPD PPD PPD YRC Pending Install Pending Install Pending Install Pending Install Pending Install Pending Install Pending Install Pending Install Pending Install Pending Install Pending Install Pending Install Pending Install Pending Install Pending Install Pending Install Pending Install Pending Install Pending Install Pending Install Pending Install Pending Install Zayo Zayo Zayo Zayo Zayo Zayo Quantity Amount Items Total USD 42,857.14 USD 42,857.14 USD USD 42,857.14 42,857.14 USD USD 42,857.14 42,857.14 USD USD 42,857,14 42,857.14 USD USD 42,857.14 42,857.14 USD USD 42,857.14 42,857.14 USD USD 42,857.14 42,857.14 USD USD 42,857.14 42,857.14 USD USD 42,857.14 42,857,14 USD USD 42,857.14 42,857.14 USD USD 42,857.14 42,857.14 USD USD 42,857.14 42,857,14 USD USD 42,857,14 42,857.14 USD USD 42,857.14 42,857.14 USD USD 42,857.14 42,857.14 USD USD 42,857.14 42,857.14 USD USD 42,857.14 42,857.14 USD USD 42,857,14 42,857.14 USD USD 42,857.14 42,857.14 USD USD 42,857.14 42,857.14 USD USD 42,857.14 42,857.14 USD 7,650.00 USD 7,650.00 USD 900,000.00 USD 7,650.00 DoctlSign Envelope ID: A864F7BD-D66E-4448-9968-B88E1C1BA508 Page 4 of 5 Details Schedule Governing \ISA 7ayo Group, LLC Customer Schedule Ethernet. IP & G ANs 2019-52-26 Zaps Group, LLC. Standard (toaster Customer Agreement 2019-02-01 Expiration Date Pricing on this Order Form expires ii Order is not signed prior to 1/22/2020 DocuSign Envelope ID: A864F7BD-D66E-4448-9968-688E1 C1 BA50B Page 5 of 5 Order ID(s): 1566612 Service Item Desc Non Recurring Charges Total: Yearly Recurring Charges Total: Board of Cou mi ionersleldCoounty Signature Printed Name: Date: Title: Mike Freeman December 30, 2019 BOCC Pro-Tem Zeyo Gr Signatu Items Total DoeuSigned by: up L Klt,ua.! �.t,s a50AB1AF78240B Printed Name: Eric Rhoades Date: December 23, 2019 Title: VP, Ethernet and WAN USD 900,000 00 USE) 7.650 00 1. Customer acknowledges that Customer is ordering the access and service(s) described above ('Offering") from Zayo Group, LLC, and or its applicable affiliate or subsidiary ("Zayo"). This Customer Order shall be governed by and subject to the applicable contract documents between Customer and Zayo referenced above (collectively, the "Agreement"). If Customer has not executed an Agreement and/or no Agreement s referenced in this Customer Order, then this Customer Order snail be governed by the terms and conditions of Zayo's Master Customer Agreement and applicable Customer Schedule in effect as of the date of this Customer Order, incorporated herein by this reference and available upon request. This Customer Order is subject to availability and shall only become binding upon acceptance by an authorized Zayo representative. Customer acknowledges that upon Zayo's acceptance, this Customer Order shall become a non -cancellable, binding obligation for the purchase of the Offering for the Offering Term stated above. By signing this Customer Order, Customer further acknowledges that it has read and understands the terms and conditions of this Customer Order and Customer's signatory represents that he/she is authorized to sign this Customer Order on Customer's behalf. 2. All charges for the Offering in this Customer Order are exclusive of any taxes and other fees and surcharges (as defined below). Except for taxes based on Zayo's net income, Customer shall be responsible for payment of all applicable taxes that arise in any jurisdiction, including, without limitation, value added, consumption, sales, use, gross receipts, excise, access, and bypass ("Taxes"). Customer shall also be responsible for any property tax surcharges, additional government fees (including without limitation Federal and State regulatory fees), franchise fees, rights of way fees or charges, license or permit fees, and any other duties. fees, charges or surcharges imposed on incident to, or based upon the provision, sale, or use of the Offerings,("Other Foes and Surcharges") If applicable to the Offerings being purchased by Customer, such Other Fees and Surcharges will be listed on Customer's Invoice. If Customer is entitled to an exemption from any of the Taxes or Other Fees and Surcharges, Customer is responsible for presenting Zayo with a valid exemption certificate (in a form reasonably acceptable to Zayo). Zayo will give effect to any valid exemption certificate provided in accordance with the foregoing sentence to the extent it applies to any Offering billed by Zayo to Customer following Zayo's receipt of such exemption certificate. Customer shall indemnify, defend and hold Zayo harmless from payment and reporting of all such Taxes and Other Fees and Surcharges, including costs, expenses, and penalties incurred by Zayo in settling, defending or appealing any claims or actions brought against Zayo related to, or arising from, the non-payment of such Taxes and/or Other Fees and Surcharges. 3. In support of Zayo meeting the FOC Date, Customer specifically acknowledges that Customer is responsible for all connectivity (and related costs) to Zayo's Components (i.e. cross -connections between (i) the Zayo demarcation point and Zayo's Components and (ii) Zayo's Components and Customer Components). In addition, Customer shall be responsible for securing all rights and paying the related costs to connect to Zayo's Components, for securing all rights and paying the related costs to access, occupy, and conduct typical telecommunication operations within each respective building (including any necessary rights for Zayo to enter and access each building), and for providing all necessary cable pathways (all of the preceding may include, but not be limited to, construction permits and underlying rights, building access and/or occupancy agreements, building access and/or occupancy fees, lateral fees, riser fees, cross -connects and cross -connect fees, coordination at any third party owned location, and, where applicable, necessary space for Zayo's fiber termination panel and Zayo's Components). All of the rights above, collectively, shall be referred to as "Customer Requirements" and the related costs and fees, collectively, shall be referred to as "In -Building Charges". Unless this Customer Order indicates that Zayo is responsible for In- Building Charges, Customer shall reimburse Zayo in the event that a third party bills Zayo for any In -Building Charges. Customer acknowledges that any delay in Customer providing such Customer Requirements may delay Zayo from completing work at any location. In the event that Customer has not provided the Customer Requirements in time to allow Zayo to complete work at any location on or before the FOC Date, then Zayo may continue with the acceptance procedures to the extent possible and deem the Offering delivered and accepted. 4. If Customer is discontinuing Offering (s) of any type for any reason, Customer must submit the disconnection request through the form located at https://www.zayo.com/disconnectservice/. Proprietary and Confidential Chloe Rempel From: Sent: To: Cc: Subject: Chloe: Bruce Barker Thursday, December 26, 2019 3:46 PM Mike Wallace Chloe Rempel Re: Fiber Contract I have reviewed the agreement and am ok with it. Can you see that it is on the December 30th agenda for approval? Thanks! Sent from my iPhone On Dec 26, 2019, at 3:22 PM, Mike Wallace <mrwallace@weldgov.com> wrote: Bruce, could you push this thru, Bob has approved this verbally, were needing to get it on the 30th agenda Thanks Michael R Wallace, ENP,CMCP Weld County Director of Public Safety Communications 1551 N 17th Ave Suite2 Greeley, CO 80631 Office: 970-304-6455 Email: mrwallace@weldgov.com <image001.png> Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. From: Mike Wallace Sent: Thursday, December 26, 2019 9:58 AM To: Bob Choate <bchoate@weldgov.com>; Barb Connolly <bconnolly@weldgov.com>; Chris D'Ovidio <cdovidio@weldgov.com> Cc: Esther Gesick <egesick@weldgov.com> Subject: Fiber Contract Importance: High I have submitted the ZAYO Fiber agreement documents in ONBASE, needing to get signed off for the 30th BOCC Meeting. If you have any questions, please let me know 1 Thanks Michael R Wallace, ENP,CMCP Weld County Director of Public Safety Communications 1551 N 17th Ave Suite2 Greeley, CO 80631 Office: 970-304-6455 Email: mrwallace@weldaov.com <image001.png> Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. 2 New Contract Reque Entity Information Entity Name* ZAYO GROUP LLC Contract Name* TOWER SITE FIBER REDUNDANCY Contract Status CTB REVIEW Entity ID* @00041103 Contract ID 3345 Contract Lead* MRWALLACE El New Entity? Parent Contract ID Requires Board Approval YES Contract Lead Email Department Project It mrwallace@co.weld.co.us Contract Description* FIBER FOR ALL OF THE RADIO SITES FOR REDUNDANCY FOR PUBLIC SAFETY COMMUNICATIONS Contract Description 2 Contract Type* AGREEMENT Amount* $907 650.00 Renewable' NO Automatic Renewal NO Grant NO IGA NO Department COMMUNICATIONS Department Email CM- Communications@weidgovco m Department Head Email CM-Communications- Dep#Head c@weldgov.com County Attorney GENERAL COUNTY ATTORNEY EMAIL County Attorney Email CM- COUNTYATTORNEY@WELD GOV.COM Requested BOCC Agenda Date* 12/30(2019 Due Date 12/26/2019 Will a work session with 8OCC be required?* HAD Does Contract require Purchasing Dept. to be included? NO If this is a renewal enter previous Contract ID If this is part of a NSA enter NSA Contract ID Note: the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts are not in On Base Contract Date Effective Date 12/30/2019 Termination Notice Period Review Date* 11/1102020 Committed Delivery Date Renewal Date Expiration Date* 12/31/2029 Contact Information Contact Info Contact Name Purchasing Purchasing Approver Approval Process Department Head MIKE WALLACE OH Approved Date 12/27/2019 Final Approval 80CC Approved 80CC Signed Date 8OCC Agenda Date 12/30/2019 Originator M RWALLAC E Contact Type Contact Email Finance Approver CHRIS D'OVIDIO Contact Phone 1 Purchasing Approved Date Finance Approved Date /7127/2019 Tyler Ref AG 123019 Legal Counsel KARINMCDOUGAL Contact Phone 2 Legal Counsel Approved Date 12/27/2019 Hello