HomeMy WebLinkAboutContract 47307 (2)•
{ �4 RECEIVED
kDEC - 3 2015
CITY or FRRi\NOR
C11Y SECRETARY
1/4
..
City Secretary Contract No.
FORT WORM®
PROFESSIONAL SERVICES AGREEMENT
(Information Technology)
LflO 7
This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into by and
between the CITY OF FORT WORTH (the "City" or "Client"), a Texas home -rule municipal corporation, and
ZAYO GROUP, LLC ("Consultant" or "Contractor"), a Delaware limited liability company. City and Consultant
are each individually referred to herein as a "party" and collectively referred to as the "parties."
CONTRACT DOCUMENTS:
The Contract documents shall include the following:
1. This Agreement for Professional Services
2. Exhibit A — Statement of Work plus any amendments to the Statement of Work
3. Exhibit A-1 — Service Level Agreement
4. Exhibit A-2 — General Scope of Work Description
5. Exhibit B — Payment Schedule
6. Exhibit C — Milestone Acceptance Form
7. Exhibit D — Signature Verification Form
8. Exhibit E — Consultant Contract #GS35F070CA- GSA Schedule 70 GENERAL PURPOSE
COMMERCIAL INFORMATION TECHNOLOGY EQUIPMENT, SOFTWARE, AND SERVICE
("GSA Schedule").
All Exhibits attached hereto are incorporated herein and made a part of this Agreement for all purposes. In the event
of any conflict between the documents, the terms and conditions of this Professional Services Agreement shall
control. The term "Consultant" or "Contractor" shall include the Consultant or Contractor, and its officers, agents,
employees, representatives, servants, contractors or subcontractors. The term "City" shall include its officers,
employees, agents, and representatives. "End User Customer" shall mean any third party to which City resells or
provides telecommunications services using the Service provided by Consultant.
1. Scone of Services.
Consultant hereby agrees, with good faith and due diligence, to provide the City with professional consulting
services and the construction and installation of fiber optic cables and equipment at various City locations in order to
create a fiber optic network. The network will consist of two (2) pair dark fiber strands in a ring configuration with
fifty eight (58) lateral locations k. Specifically, Consultant will perform all duties outlined and described in the
Statement of Work, which is attached hereto as Exhibit "A" and incorporated herein for all purposes, and further
referred to herein as the "Services." Consultant shall perform the Services in accordance with standards in the industry
for the same or similar services. In addition, Consultant shall perform the Services in accordance with all applicable
federal, state, and local laws, rules, and regulations. If there is any conflict between this Agreement and Exhibit A, the
terms and conditions of this Agreement shall control.
2. Term.
The Term of this Agreement shall commence upon the last date executed by the parties ("Effective Date")
and, unless terminated earlier in accordance with the provisions of this Agreement or otherwise extended by the
parties, shall continue until the earlier of either (a) one hundred twenty (120) months after acceptance by the City
of the last site location in accordance with Section 26 herein, such site locations being identified in Exhibit A, or
(b) March 31, 2028 ("Expiration Date"). For clarity, the one hundred twenty (120) month term for the Services
shall begin upon City's acceptance of the last site locatipn}_hut_in event not later than March 31, 2018.
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o essional Services Agreement - Technology
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3. Compensation.
The City shall pay Consultant an amount not to exceed $15,641,063.31 in accordance with the provisions
of this Agreement and Exhibit "B," Payment Schedule, which is attached hereto and incorporated herein for all
purposes. Consultant shall not perform any additional services for the City not specified by this Agreement unless
the City requests and approves in writing the additional costs for such services. The City shall not be liable for any
additional expenses of Consultant not specified by this Agreement unless the City first approves such expenses in
writing. City agrees to pay all invoices of Consultant within thirty (30) days of receipt of such invoice. Consultant
may charge interest on late payments not to exceed one percent (1%).
4. Termination.
4.1. Without Cause. Either the City or Consultant may terminate this Agreement at any time and for any reason
by providing the other party with one hundred eighty (180) days written notice of termination ("Termination
Without Cause' ). If the City terminates prior to the Expiration Date of this Agreement, City shall pay Consultant an
Early Termination Fee in accordance with the terms of Section 4.1 A below.
4.1.A Segment Termination The term Segment shall have the meaning ascribed in Section 13.11 of the GSA
Schedule. In the event that, subsequent to the Acceptance Date of a Segment, as set forth in Section 26 of this
Agreement, City desires to terminate such Segment for any reason other than a breach by Consultant ("Early
Termination"), upon and subject to City s City Council's appropriation of sufficient funds to exercise termination
under this section, (i) the Segment shall terminate on the date specified by the City; (ii) all nghts of City to use the
Dark Fibers for the terminated Segment shall cease, Consultant may immediately disconnect the Dark Fibers for the
terminated Segment without liability to City, and all rights to the use of the Dark Fibers for the terminated Segment
shall revert to Consultant; (iii) Consultant shall owe City no further duties, obligations or consideration with regard
to such Dark Fiber for the terminated Segment and (iv) City shall pay Consultant a fee for such Early Termination
("Early Termination Fee") for the terminated Segment calculated as follows, which shall be due and payable within
thirty (30) days of the effective date of the te- rnination:
(1) If the Early Termination by City occurs during the first 72 months of the Service Term (as defined in
Exhibit A-1), the Early Termination Fee shall be equal to one hundred percent (100%) of the Monthly
Recurring Charge ("MRC" as defined in Exhibit A-1) for the months remaining in the Service Tenn for the
terminated Segment;
(2) If the Early Termination by City occurs during the 73-84 months of the Service Term, the Early
Termination Fee shall be equal to ninety percent (90%) of the MRC for the months remaining in the
Service Term for the terminated Segment
(3) If the Early Termination by City occurs during the 85-96 months of the Service Term, the Early
Termination Fee shall be equal to eighty percent (80%) of the MRC for the months remaining in the
Service Term for the terminated Segment,
(4) If the Early Termination by City occurs during the 97-108 months of the Service Term, the Early
Termination Fee shall be equal to seventy percent (70%) of the MRC for the months remaining in the
Service Term for the terminated Segment; or
(5) If the Early Termination by City occurs during the 109-120 months of the Service Term the Early
Termination Fee shall be equal to sixty percent (60%) of the MRC for the months remaining in the Service
Term for the terminated Segment.
Except for termination for a breach by Zayo, in the event City, subsequent to the Acceptance Date of any
Segment, desires to terminate all Segments of this Agreement, the above shall be applied to all Segments
4.2 Breach. Subject to Section 29 herein, either party may terminate this Agreement for breach of duty,
obligation or warranty upon exhaustion of all remedies set forth in Section 29.
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4.3 Fiscal Funding Out. Notwithstanding anything to the contrary herein, 1n the event no funds or insufficient
funds are appropriated by the City in any fiscal period for any payments due hereunder, the City will notify
Consultant of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which
appropriations were received without penalty or expense to the City of any kind whatsoever except as to the
portions of the payments herein agreed upon for which funds have been appropriated
4.4 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the
Expiration Date, the City shall pay Consultant for services actually rendered up to the effective date of termination
and Consultant shall continue to provide the City with services requested by the City and in accordance with this
Agreement up to the effective date of termination. Upon termination of this Agreement for any reason, Consultant
shall provide the City with copies of all completed or partially completed documents prepared under this
Agreement. In the event Consultant has received access to City information or data as a requirement to perform
services hereunder, Consultant shall return all City provided data to the City in a machine readable format or other
format deemed acceptable to the City.
5. Disclosure of Conflicts and Confidential Information.
5.1 Disclosure of Conflicts. Consultant hereby warrants to the City that Consultant has made full disclosure
in writing of any existing or potential conflicts of interest related to Consultant's services under this Agreement. In
the event that any conflicts of interest arise after the Effective Date of this Agreement, Consultant hereby agrees
immediately to make full disclosure to the City in writing.
5.2 Confidential Information. The City acknowledges that Consultant may use products, matenals, or
methodologies proprietary to Consultant. The City agrees that Consultant s provision of services under this
Agreement shall not be grounds for the City to have or obtain any rights in such proprietary products, materials, or
methodologies unless the parties have executed a separate written agreement with respect thereto Consultant, for
itself and its officers, agents and employees, agrees that it shall treat all information provided to it by the City
( `City Infoiination") as confidential and shall not disclose any such information to a third party without the prior
written approval of the City.
5.3 Unauthorized Access. Consultant shall store and maintain City Information in a secure manner and shall
not allow unauthorized users to access modify, delete or otherwise corrupt City Information in any way
Consultant shall notify the City immediately if the security or integrity of any City information has been
compromised or is believed to have been compromised, in which event, Consultant shall, in good faith, use all
commercially reasonable efforts to cooperate with the City m identifying what information has been accessed by
unauthorized means and shall fully cooperate with the City to protect such information from further unauthorized
disclosure.
6. Right to Audit.
Consultant agrees that the City shall, until the expiration of two (2) years after final payment under this
Agreement, have access to and the right to examine at reasonable times any directly pertinent books, documents,
papers and records of the Consultant involving transactions relating to this Agreement at no additional cost to the
City. Consultant agrees that the City shall have access during normal working hours to all necessary Consultant
facilities and shall be provided adequate and appropriate work space in order to conduct audits in comphance with
the provisions of this section. Consultant further agrees that it is responsible and shall provide to City directly
pertinent audit information with respect to Consultant's subcontractors involving transactions relating to this
Agreement at no additional cost to the City. The City shall give Consultant not less than 10 days written notice of
any intended audits
7. Independent Contractor.
It is expressly understood and agreed that Consultant shall operate as an independent contractor as to all
rights and privileges granted herem and not as agent, representative or employee of the City. Subject to and in
accordance with the conditions and provisions of this Agreement, Consultant shall have the exclusive right to
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control the details of its operations and activities and be solely responsible for the acts and omissions of its
officers, agents, servants, employees, contractors and subcontractors. Consultant acknowledges that the doctrine
of respondeat superior shall not apply as between the City, its officers, agents, servants and employees, and
Consultant, its officers, agents, employees, servants, contractors and subcontractors. Consultant further agrees that
nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Consultant
It is further understood that the City shall in no way be considered a Co -employer or a Joint employer of
Consultant or any officers agents, servants, employees or subcontractors of Consultant. Neither Consultant, nor
any officers, agents, servants, employees or subcontractors of Consultant shall be entitled to any employment
benefits from the City. Consultant shall be responsible and liable for any and all payment and reporting of taxes on
behalf of itself, and any of its officers, agents, servants, employees or subcontractors.
8. LIABILITY AND INDEMNIFICATION.
A. LIMITATION OF LIABILITY. CONSULTANT'S ENTIRE LIABILITY, AND CITY'S
EXCLUSIVE REMEDY, FOR DAMAGES ARISING OUT OF MISTAKES, OMISSIONS,
INTERRUPTIONS, DELAYS, ERRORS OR DEFECTS IN THE SERVICES, AND NOT CAUSED
BY CITY'S NEGLIGENCE, SHALL IN NO EVENT EXCEED THE REQUIRED LIMITS OF
CONSULTANT'S INSURANCE COVERAGE AS SET FORTH IN SECTION 10.1.1 BELOW.
EXCEPT AS PROVIDED BELOW, IN NO EVENT SHALL ANY OTHER LIABILITY ATTACH
TO CONSULTANT.
B. EXCEPTIONS. SECTION 8. A. SHALL NOT APPLY TO:
(1) BODILY INJURY, DEATH, OR DAMAGE TO REAL OR TANGIBLE PROPERTY
DIRECTLY CAUSED BY CONSULTANT'S NEGLIGENCE;
(2) BREACH OF SECTION 5.2 (CONFIDENTIAL INFORMATION) OR SECTION 8. G.
(INTELLUCTUAL PROPERTY INFRINGEMENT);
(3) SETTLEMENT, DEFENSE OR PAYMENT OBLIGATIONS UNDER SECTION 8. G
(INTELLUCTUAL PROPERTY INFRINGEMENT - THIRD PART CLAIMS); OR
(4) DAMAGES ARISING FROM CONSULTANT'S GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT.
C, NO SPECIAL DAMAGES. NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR
ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR SPECIAL
DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS,
ADVANTAGE SAVINGS OR REVENUES, OR INCREASED COST OF OPERATIONS.
D. DISCLAIMER OF LIABILITY. EXCEPT TO THE EXTENT CAUSED BY CONSULTANT'S
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, CONSULTANT WILL NOT BE LIABLE
FOR ANY DAMAGES, ARISING OUT OF OR RELATING TO INTEROPERABILITY,
ACCESS OR INTERCONNECTION OF THE SERVICES WITH APPLICATIONS,
EQUIPMENT, SERVICES, CONTENT, OR NETWORKS PROVIDED BY CUSTOMER OR
THIRD PARTIES, INCLUDING END USER CUSTOMERS; SERVICE DEFECTS, SERVICE
LEVELS, DELAYS OR INTERRUPTIONS (EXCEPT FOR LIABILITY FOR SUCH
EXPLICITLY SET FORTH IN THIS AGREEMENT) CAUSED BY CUSTOMER OR THIRD
PARTIES, INCLUDING END USER CUSTOMERS; ANY OUTAGE OR INTERUPTION OR
ERROR IN ROUTING OR COMPLETING CALLS OR OTHER TRANSMISSIONS
(INCLUDING 911 CALLS OR ANY SIMILAR EMERGENCY RESPONSE NUMBER), LOST OR
ALTERED MESSAGES OR TRANSMISSIONS; OR UNAUTHORIZED ACCESS TO OR
THEFT, ALTERATION, LOSS, OR DESTRUCTION OF CUSTOMER'S, ITS AFFILIATE S,
USERS' OR THIRD PARTIES' (INCLUDING END USER CUSTOMERS) APPLICATIONS,
CONTENT, DATA, PROGRAMS, CONFIDENTIAL INFORMATION, NETWORKS, OR
SYSTEMS.
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E. NO LIABILITY FOR CERTAIN ACTIONS. CONSULTANT SHALL NOT BE LIABLE FOR
LOSS OR DAMAGE OCCASIONED BY A FORCE MAJEURE EVENT AND SHALL NOT BE
LIABLE TO CITY OR ITS END USER CUSTOMERS FOR ANY CLAIMS OR DAMAGES
RESULTING FROM OR CAUSED BY (A) UNAUTHORIZED ACCESS TO TRANSMISSION
FACILITIES OR PREMISE EQUIPMENT, OR FOR UNAUTHORIZED ACCESS TO OR
ALTERATION, THEFT, OR DESTRUCTION OF DATA FILES, PROGRAMS, PROCEDURE,
OR INFORMATION THROUGH ACCIDENT, WRONGFUL MEANS OR DEVICES, OR ANY
OTHER METHOD, (B) CITY'S FAULT, NEGLIGENCE OR FAILURE TO PERFORM CITY'S
RESPONSIBILITIES; (C) CLAIMS AGAINST CITY BY ANY OTHER PARTY (EXCEPT FOR
THIRD -PARTY CLAIMS INDEMNIFIED UNDER SECTION F BELOW); (D) ANY ACT OR
OMISSION OF ANY OTHER PARTY, INCLUDING END USER CUSTOMERS; OR (E)
EQUIPMENT OR SERVICES FURNISHED BY A THIRD PARTY, INCLUDING END USER
CUSTOMERS. CONSULTANT IS NOT RESPONSIBLE FOR THE CONTENT OF ANY
INFORMATION TRANSMITTED OR RECEIVED THROUGH THE SERVICES. CITY SHALL
BE SOLELY RESPONSIBLE FOR ALL OF THE SECURITY AND CONFIDENTIALITY OF
INFORMATION IT TRANSMITS USING A SERVICE. CITY SHALL BE SOLELY
RESPONSIBLE FOR ALL CITY SUPPORT, PRICING AND SERVICE PLANS, BILLING AND
COLLECTIONS WITH RESPECT TO ITS END USERS CUSTOMERS, INCLUDING
OBTAINING ALL NECESSARY LEGAL OR REGULATORY APPROVALS TO PROVIDE OR
TERMINATE THE PROVISION OF THE SERVICES TO ITS END USER CUSTOMERS.
ZAYO EXERCISES NO CONTROL OVER, AND ACCEPTS NO RESPONSIBILITY FOR, THE
CONTENT OF THE INFORMATION PASSING THROUGH ITS NETWORK, OR CITY
EQUIPMENT, AND USE OF ANY SUCH SERVICE IS AT CITY'S OWN RISK.
F. INDEMNIFICATION. CONSULTANT HEREBY COVENANTS AND AGREES TO
INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS,
SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR
LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR
EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO
CONSULTANT'S BUSINESS, AND ANY RESULTING LOST PROFITS) PERSONAL INJURY,
INCLUDING DEATH, TO ANY AND ALL PERSONS, AND DAMAGES FOR CLAIMS OF
INTELLECTUAL PROPERTY INFRINGEMENT, ARISING OUT OF OR IN CONNECTION
WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE ACTS OR OMISSIONS OF
CONSULTANT, ITS OFFICERS, AGENTS, SUBCONTRACTORS, SERVANTS OR
EMPLOYEES, PROVIDED, HOWEVER THAT, EXCEPT FOR CONSULTANT'S GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT, CONSULTANT IS NOT OBLIGATED TO
INDEMNIFY CITY AND SHALL NOT BE LIABLE FOR ANY CLAIMS BY ANY THIRD
PARTY INCLUDING END USER CUSTOMER CLAIMS ARISING FROM SERVICES
PROVIDED BY CITY THAT INCORPORATE ANY OF THE ZAYO-PROVIDED SERVICES
INCLUDING BUT NOT LIMITED TO (A) VIOLATION OF ANY APPLICABLE LAW BY END
USER CUSTOMERS; (B) DAMAGE TO PROPERTY OR PERSONAL INJURY (INCLUDING
DEATH) ARISING OUT OF THE ACTS OR OMISSIONS OF END USER CUSTOMERS; (C)
TERMINATION OR SUSPENSION OF SERVICES OF CITY OR END USER CUSTOMERS,
DUE TO A CITY DEFAULT; OR (D) CLAIMS BY A THIRD PARTY, INCLUDING WITHOUT
LIMITATION END USER CUSTOMERS, ARISING OUT OF OR RELATED TO THE USE OF
ANY SERVICE.
G. INTELLECTUAL PROPERTY INFRINGEMENT — To the extent applicable to the Services, (i) The
Consultant warrants that all Deliverables, or any part thereof, furnished hereunder, including but
not limited to: programs, documentation, software, analyses, applications, methods, ways, and
processes (in this Section 8G each individually referred to as a "Deliverable" and collectively as the
"Deliverables,") do not infringe upon or violate any patent, copyrights, trademarks, service marks,
trade secrets, or any intellectual property rights or other third party proprietary rights, in the
performance of services under this Agreement.
To the extent applicable to the Services, (ii) Consultant shall be liable and responsible for any and all
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claims made against the City for infringement of any patent, copyright, trademark, service mark,
trade secret, or other intellectual property rights by the use of or supplying of any Deliverable(s) in
the course of performance or completion of, or in any way connected with providing the services or
the City's continued use of the Deliverable(s) hereunder.
To the extent applicable to the Services, (iii) Consultant agrees to indemnify, defend, settle, or pay, at
its own cost and expense, including the payment of attorney's fees, any claim or action against the
City for infringement of any patent, copyright, trade mark, service mark, trade secret or other
intellectual property right arising from City's use of the Deliverable(s), or any part thereof, in
accordance with this Agreement, it being understood that this agreement to indemnify, defend, settle
or pay shall not apply if the City modifies or misuses the Deliverable(s). So long as Consultant bears
the cost and expense of payment for claims or actions against the City pursuant to this section 8,
Consultant shall have the right to conduct the defense of any such claim or action and all negotiations
for its settlement or compromise and to settle or compromise any such claim; however, City shall
have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary
to protect the City's interest, and City agrees to cooperate with Consultant in doing so In the event
City, for whatever reason, assumes the responsibility for payment of costs and expenses for any claim
or action brought against the City for infringement arising under this Agreement, the City shall have
the sole right to conduct the defense of any such claim or action and all negotiations for its settlement
or compromise and to settle or compromise any such claim, however, Consultant shall fully
participate and cooperate with the City in defense of such claim or action. City agrees to give
Consultant timely written notice of any such claim or action, with copies of all papers City may
receive relating thereto Notwithstanding the foregoing, the City's assumption of payment of costs or
expenses shall not eliminate Consultant's duty to indemnify the City under this Agreement. If the
Deliverable(s), or any part thereof, is held to infringe and the use thereof is enjoined or restrained or,
if as a result of a settlement or compromise, such use is materially adversely restricted,
Consultant shall, at its own expense and as City's sole remedy, either: (a) procure for City the right
to continue to use the Deliverable(s); or (b) modify the Deliverable(s) to make them/it non -infringing,
provided that such modification does not materially adversely affect City's authorized use of the
Deliverable(s); or (c) replace the Deliverable(s) with equally suitable, compatible, and functionally
equivalent non -infringing Deliverable(s) at no additional charge to City; or (d) if none of the
foregoing alternatives is reasonably available to Consultant, terminate this Agreement, and refund
all amounts paid to Consultant by the City, subsequent to which termination City may seek any and
all remedies available to City under law. CONSULTANT'S OBLIGATIONS HEREUNDER SHALL
BE SECURED BY THE REQUISITE INSURANCE COVERAGE AND AMOUNTS SET FORTH IN
SECTION 10 OF THIS AGREEMENT.
9. Assienment and Subcontracting.
Consultant shall not assign this Agreement, in whole or in part, without the prior written consent of the
City, which consent shall not be unreasonably delayed or withheld. If the City grants consent to an assignment the
assignee shall execute a written agreement with the City and the Consultant under which the assignee agrees to be
bound by the duties and obligations of Consultant under this Agreement. The Consultant and Assignee shall be
jointly liable for all obligations under this Agreement prior to the assignment. If Consultant subcontracts any of its
duties, obligations or rights under this Agreement to a subcontractor, the Consultant shall be liable for any services
performed by a subcontractor pursuant to this Agreement and for compliance with the terms and conditions of this
Agreement The Consultant shall provide the City with a fully executed copy of any such subcontract.
10. INSURANCE.
10.1 The Consultant shall carry the following insurance coverage with a company that is licensed to do business
in Texas or otherwise approved by the City:
1. Commercial General Liability
a. Combined limit of not less than $2,000,000 per occurrence; $4 million aggregate or
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b. Combined limit of not less than $1,000,000 per occurrence; $2,000,000 aggregate and Umbrella
Coverage in the amount of $4,000,000. Umbrella policy shall contain a follow -form provision and shall
include coverage for personal and advertising injury
c. Defense costs shall be outside the limits of liability.
2. Automobile Liability Insurance covering any vehicle used in providing services under this Agreement,
including owned, non -owned, or hired vehicles, with a combined limit of not less than $1,000,000 per
occurrence.
3. Professional Liability (Errors & Omissions) in the amount of $1,000,000 per claim and $1,000,000
aggregate limit
4. Statutory Workers' Compensation and Employers' Liability Insurance requirements per the amount
required by statute.
5. Technology Liability (Errors & Omissions)
a. Combined limit of not less than $2,000,000 per occurrence; $4 million aggregate or
b. Combined limit of not less than $1,000,000 per occurrence; $2,000,000 aggregate and Umbrella
Coverage in the amount of $4,000,000. Umbrella policy shall contain a follow -form provision and shall
include coverage for personal and advertising injury The umbrella policy shall cover amounts for any
claims not covered by the primary Technology Liability policy. Defense costs shall be outside the limits of
liability.
(a) Coverage shall include, but not be limited to, the following:
(i) Failure to prevent unauthorized access
(ii) Unauthonzed disclosure of information
(iii) Implantation of malicious code or computer virus
(iv) Fraud, Dishonest or Intentional Acts with final adjudication language
(v) Intellectual Property Infringement coverage, specifically including coverage for intellectual
property infringement claims and for indemnification and legal defense of any claims of
intellectual property infringement, including infringement of patent, copyright, trade mark or trade
secret, brought against the City for use of Deliverables, Software or Services provided by
Consultant under this Agreement.
Technology coverage may be provided through an endorsement to the Commercial General Liability
(CGL) policy, a separate policy specific to Technology E&O, or an umbrella policy that picks up coverage
after primary coverage is exhausted. Either is acceptable if coverage meets all other
requirements. Technology coverage shall be written to indicate that legal costs and fees are considered
outside of the policy limits and shall not erode limits of liability. Any deductible will be the sole
responsibility of the Consultant and may not exceed $100,000 without the written approval of the
City. Coverage shall be claims -made, with a retroactive or pnor acts date that is on or before the effective
date of this Agreement. Coverage shall be maintained for the duration of the contractual agreement and for
two (2) years following completion of services provided An annual certificate of insurance, or a full copy
of the policy if requested, shall be submitted to the City to evidence coverage.
6. Any other insurance as reasonably requested by City.
10.2 General Insurance Requirements:
1. All applicable policies shall name the City as an additional insured thereon, as its interests may
appear. The term City shall include its employees, officers officials, agents, and volunteers in respect to
the contracted services.
2. The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of
the City of Fort Worth
3. A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage shall be provided
to the City. Ten (10) days' notice shall be acceptable in the event of non-payment of premium Notice
shall be sent to the Risk Manager, City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102 with
copies to the City Attorney at the same address.
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4. The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All
insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide or have
reasonably equivalent financial strength and solvency to the satisfaction of Risk Management If the rating
is below that required, written approval of Risk Management is required.
5. Any failure on the part of the City to request required insurance documentation shall not constitute a waiver
of the insurance requirement.
6. Certificates of Insurance evidencing that the Consultant has obtained all required insurance shall be
delivered to and approved by the City's Risk Management Division prior to execution of this Agreement.
11. Compliance with Laws. Ordinances. Rules and Reeulations.
Consultant agrees to comply with all applicable federal, state and local laws, ordinances, rules and
regulations If the City notifies Consultant of any violation of such laws, ordinances, rules or regulations
Consultant shall immediately desist from and correct the violation.
12. Non -Discrimination Covenant.
Consultant, for itself, its personal representatives, assigns, subcontractors and successors in interest as part
of the consideration herein agrees that in the performance of Consultant's duties and obligations hereunder it shall
not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by
law If any claim arises from an alleged violation of this non-discrimination covenant by Consultant, its personal
representatives, assigns, subcontractors or successors in interest Consultant agrees to assume such liability and to
indemnify and defend the City and hold the City harmless from such claim.
13. Notices.
Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have
been dehvered when (1) hand -delivered to the other party, its agents, employees, servants or representatives, (2)
delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by
United States Mail, registered, return receipt requested, addressed as follows:
TO THE CITY:
City of Fort Worth
Attn: -He-Assistant City Manager
1000 Throckmorton
Fort Worth TX 76102
Facsimile: (817) 392-6134
TO CONSULTANT:
Name: Zayo Group, LLC
Attn: General Counsel, ZPI
Address:1805 29th Street
Boulder CO 80301
Facsimile: 303-604-6869
14. Solicitation of Emutovees.
With Copy to the City Attorney
at same address
Neither the City nor Consultant shall, during the term of this Agreement and additionally for a period of
one year after its termination, solicit for employment or employ, whether as employee or independent contractor
any person who is or has been employed by the other during the term of this Agreement, without the prior written
consent of the person's employer. This provision shall not apply to an employee who responds to a general
solicitation or advertisement of employment by either party
15. Governmental Powers.
It is understood and agreed that by execution of this Agreement, the City does not waive or surrender any
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of its governmental powers.
16. No Waiver.
The failure of the City or Consultant to insist upon the performance of any term or provision of this
Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or Consultant's
respective right to insist upon appropriate performance or to assert any such right on any future occasion.
17. Governing Law and Venue.
This Agreement shall be construed in accordance with the laws of the State of Texas. If any action, whether
real or asserted, at law or in equity, is brought on the basis of this Agreement, venue for such action shall lie in state
courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort
Worth Division.
18. Severability.
If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or impaired.
19. Force Maieure.
The City and Consultant shall exercise their best efforts to meet their respective duties and obligations as
set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force
majeure or other causes beyond their reasonable control (force majeure), including, but not limited to, compliance
with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts,
natural disasters, wars riots, material or labor restrictions by any governmental authority, transportation problems
and/or any other similar causes.
20. Headings Not Controlling.
Headings and titles used in this Agreement are for reference purposes only and shall not be deemed a part
of this Agreement.
21. Review of Counsel.
The parties acknowledge that each party and its counsel have reviewed this Agreement and that the normal
rules of construction to the effect that any ambiguities are to be resolved agamst the drafting party shall not be
employed in the interpretation of this Agreement or exhibits hereto.
22. Amendments.
No amendment of this Agreement shall be binding upon a party hereto unless such amendment is set forth
in a written instrument, and duly executed by an authorized representative of each party.
23. Entirety of Agreement.
This Agreement, including any exhibits attached hereto and any documents incorporated herein by
reference contains the entire understanding and agreement between the City and Consultant their assigns and
successors in interest as to the matters contained herein Any prior or contemporaneous oral or written agreement
is hereby declared null and void to the extent in conflict with any provision of this Agreement.
24. Counterparts.
This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes,
be deemed an original, but all such counterparts shall together constitute one and the same instrument An executed
City of Fort Worth — Zayo Group, LLC — Execution Copy Professional Services Agreement - Technology
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City Secretary Contract No.
Agreement, modification, amendment, or separate signature page shall constitute a duplicate if it is transmitted
through electronic means, such as fax or e-mail, and reflects the signing of the document by any party. Duplicates
are valid and binding even if an original paper document bearing each party's original signature is not delivered
25. Warranty of Services.
Consultant warrants that its services will be of a professional quality and conform to generally prevailing
industry standards. City must give written notice of any breach of this warranty within thirty (30) days from the date
that the services are completed. In such event, at Consultant's option, Consultant shall use commercially reasonable
efforts to re -perform the services in a manner that conforms with the warranty
26. Milestone Acceptance.
Consultant shall verify the quality of each deliverable before submitting it to the City for review and approval. The
City will review all deliverables within ten (10) business days of delivery from Consultant to determine their
acceptability and signify acceptance by execution of the Milestone Acceptance Form, which is attached hereto as
Exhibit 'C." If the City rejects the submission, it will notify the Consultant in writing as soon as the determination
is made listing the specific reasons for rejection. The Consultant shall have ten (10) days to correct any deficiencies
and resubmit the corrected deliverable. Payment to the Consultant shall not be authorized unless the City accepts the
deliverable in writing in the form attached, provided however, that in the event City does not provide Consultant
with such Milestone Acceptance Form or a notification of rejection with fifteen (15) days of submission of the
deliverable City's acceptance will be deemed to have occurred The City's acceptance will not be unreasonably
withheld.
27. INTENTIONALLY DELETED.
28. Immisration Nationality Act.
The City of Fort Worth actively supports the Inunigration of Nationality Act (INA) which includes
provisions addressing employment eligibility, employment verification, and nondiscrimination. Consultant shall
venfy the identity and employment eligibility of all employees who perform work under this Agreement. Consultant
shall complete the Employment Eligibility Verification Form (I-9), maintain photocopies of all supporting
employment eligibility and identity documentation for all employees, and upon request, provide City with copies of
all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement
Consultant shall establish appropriate procedures and controls so that no services will be performed by any
employee who is not legally eligible to perform such services Consultant shall provide City with a certification
letter that it has complied with the verification requirements required by this Agreement. Consultant shall indemnify
City from any penalties or liabilities due to violations of this provision City shall have the right to immediately
terminate this Agreement for violations of this provision by Consultant.
29. Informal Dispute Resolution.
Except in the event of termination pursuant to Section 4.2, if either City or Consultant has a claim, dispute, or
other matter in question for breach of duty, obligations, services rendered or any warranty that arises under this
Agreement, the parties shall first attempt to resolve the matter through this dispute resolution process. The disputing
party shall notify the other party in writing as soon as practicable after discovering the claim, dispute, or breach. The
notice shall state the nature of the dispute and list the party's specific reasons for such dispute. Withm ten (10) business
days of receipt of the notice, both parties shall commence the resolution process and make a good faith effort, either
through email, mail, phone conference, in person meetings, or other reasonable means to resolve any claim, dispute,
breach or other matter in question that may arise out of, or in connection with this Agreement If the parties fail to
resolve the dispute within sixty (60) days of the date of receipt of the notice of the dispute, then the parties may submit
the matter to non -binding mediation at a location to be mutually agreed to by the parties upon written consent of
authorized representatives of both parties in accordance with the Industry Arbitration Rules of the American Arbitration
Association or other applicable rules governing mediation then in effect. The mediator shall be agreed to by the parties.
Each party shall be liable for its own expenses, including attorney's fees; however, the parties shall share equally in
the costs of the mediation If the parties cannot resolve the dispute through mediation then either party shall have the
City of Fort Worth — Zayo Group, LLC — Execution Copy Professional Services Agreement - Technology
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City Secretary Contract No.
right to exercise any and all remedies available under law regarding the dispute. Notwithstanding the fact that the
parties may be attempting to resolve a dispute in accordance with this informal dispute resolution process, the
parties agree to continue without delay all of their respective duties and obligations under this Agreement not
affected by the dispute. Either party may, before or during the exercise of the informal dispute resolution process set
forth herein, apply to a court having jurisdiction for a temporary restraining order or preliminary injunction where
such relief is necessary to protect its interests.
30. Reporting Reuuirements.
For purposes of this section, the words below shall have the following meaning:
Child shall mean a person under the age of 18 years of age.
Child pornography means an image of a child engaging in sexual conduct or sexual performance as defined by
Section 43.25 of the Texas Penal Code.
Computer means an electronic, magnetic, optical, electrochemical, or other high-speed data processing device that
performs logical, arithmetic, or memory functions by the manipulations of electronic or magnetic impulses and
includes all input, output, processing, storage, or communication facilities that are connected or related to the device
Computer technician means an individual who, in the course and scope of employment or business, installs, repairs,
or otherwise services a computer for a fee. This shall include installation of software, hardware, and maintenance
services.
If Consultant meets the definition of Computer Technician as defined herein, and while providing services pursuant
to this Agreement, views an image on a computer that is or appears to be child pornography, Consultant shall
immediately report the discovery of the image to the City and to a local or state law enforcement agency or the
Cyber Tip Line at the National Center for Missing and Exploited Children. The report must include the name and
address of the owner or person claiming a right to possession of the computer, if known, and as permitted by law
Failure by Consultant to make the report required herein may result in criminal and/or civil penalties.
31. Signature Authority.
The person signing this agreement hereby warrants that he/she has the legal authority to execute this
agreement on behalf of the respective party, and that such binding authority has been granted by proper order,
resolution ordinance or other authorization of the entity. This Agreement, and any amendment(s) hereto may be
executed by any authorized representative of Consultant whose name, title and signature is affixed on the
Verification of Signature Authonty Form, which is attached hereto as Exhibit NI and incorporate herein by
reference. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement
or any amendment hereto.
[Signature Page Follows]
City of Fort Worth — Zayo Group, LLC — Execution Copy Professional Services Agreement - Technology
Page 11 Rev. 11/6/2015
City Secretary Contract No.
Executed in multiples this the Lekday of Dtt. , , 2015 .
AGREED:
CITY OF FORT WORTH:
f
r—)
By.
Susan Alanis
Assistant City Manager
Date: 1 is
ATTES
By:
\an Mary Kayser
City Secretary
;31) nar-
APPROVED AS q FORM
By.
Maleshia Farmer
Senior Assistant City Attorney
APPROVAiRECOMMENDED:
By:
Kevi%Gunn
IT Solutions Direct()
•
CONTRACT AUTHORIZATION:
M&C: C-27520
Date Approved: 11/17/2015
AGREED:
ZAYO GROUP, LLC:
By:
GregiStrumberger
General Counsel
Date: 1 k /»tj/;S
ATTEST:
By:
Name
Title
V n
(th(Afr Vial -Car
Elk tzr
OFFICIAL RECORD
CITY SECRETARY
1-;;Itic WORTH, TM
City of Fort Worth — Zayo Group, LLC — Execution Copy
Page 12
Professional Services Agreement - Technology
Rev. 11 /6/2015
Order Information
Contracting Entity City of Fort Worth
Contact Ron Burke
Representative Lawrence Vega
New Service Order - 573466
Order Details
Sery ce Ordet ID
Order tyre
Serv-ce Term
Estimated Dehvery
Data
Customer PO
Produ_t
573466
Nev
120 months
810 Busrne
execution
NA
Dark Fiber
Record Type ID Address
Daik Faber
Dark Fber
Dark Freer
Dark Fber
Dart, Fiber
Dail. Fter
Dark Fter
Dad, Fber
Dark Fber
Dark Fber
Dark Fber
Dart Fber
Dark Fber
Dark Fber
Dark Fber
ays (torn
EXHIBIT A
STATEMENT OF WORK
Sern u;e C)rder Form
Billing Account City of Fort Worth
Phone
Phone
Product Details
Product Category
Number of Fibers
DF Estmated Route Ares
1000 Thtccktnorton SUFI-isURtn-MPOE Fort
Worth TX
505 W Fe:i;Of 1,Rm ,MPOE Fort W)ih TX
(817) 392-2655
214-666-4020
Ring
4
411 80
Address
505 W FeIo1FI-1/Rm MPOE Fort Worth TX
3128 W Boit SUF-1)Rm-911 Comma Fort
Worth, TX
3128 W Batt St/Phi/Pm 911 Ccmms Fort 3525 Marqu,ta/F. IiRm PO We
North, TX NPD 9 Fort Worth, TX
t Drvs on
3525 Marquita/F1-VR2m-PD West Drvtson 6801 Barman Roberts RdiH-11Rm.Eag'e
NPD 9 Fort Worth, TX Mot Ratite Tower Fort Worth TX
6801 Bowman Roberts RdiF-i/Rrn-Eagle 1700 Brennan Ave/FI-1/Rm-MPOE Fart
Mnt Recto Taxer Fon Worth TX Worth, TX
1000 Thm<kmorton StF-lsuRtn-MPOE Fort 808 TI,rgokmorton St;RmtAPOE Fort WW1)
Worth TX TX
1000 Thrcomcrton SbfhlsvRm-MPOE Fort 4900 P.tartn SI/R1FRm-MPOE Fort Worth,
Worth, TX TX
1000 ThrocXmorton SUFI-IstiRmMPOE Fort 5650E Lancaster AveaF ttRmddPOE Fort
Worth TX Vhrtn, TX
1000 Thrcckrnonon S1,Fi-1st/Rm-MPOE Fort 11149 Trinity Bivd!FI-1/Rm-MPOE Euless,
Worth, TX TX
1 OCO Throd mono
Worth, TX
$t'FI-isUPon-MPOE Fort 801 Cherry SURrn-LIPOE Fo
brit, TX
1060 Thrcckrn;,r!on SUFI-1sURrn-MPOE Fort 500 W 3rd St/Ft-I;Rut-MPOE Fort Worth TX
4'1.orth, TX
1020 Tnrccanorton SUFI-lstiRm-MPOE Pon 501 Jones SUFIURm MPOE Pori Worth TX
Worth, TX
iOCO ThrWOmcnon St Fl-ist(Rm-MPOE Fort 1515 11th Ave/Fri/Pm-IT Comm Services
Worth TX Fart Worth TX
505 W Fe',iwFI-U)Rm-MPOE Fort Worth, TX
5201 James AverFl-i-Rm
TX
POE Fort Worth
1000 ihrcckmorton SUFI-1st(Rm-MPOE Fort 1100 Nashvii:e AverFl-i;Rrn-P.1POE Fort
Worth, TX Werth, TX
1000 Thrcckrmrton SLFI-isvRm-MPOE Fort
Page 1 of 4
Account
Number
Email ronald burke@fortworthtexasgov
Email lawrence vega@zayo.com
Bandwidth Space Code Lateral A Lateral A Lateral 2 Lateral 2 Details
One One
(S:ng'e) (Singe)
One One
(Single) (Single)
One One
(Singlet (Single)
One One
(Single) (Singe?
One One
(Single) (Single)
One One
(Smg!e) (Single)
One One
(Singlet (Singe)
One One
(Singe) (Stng',e)
One One
(Sing!e) (Single)
One One
(Singlet (S$ng'e)
One One
(Singe) (Single)
One One
(Single) (Surge)
One One
(Snget (Single)
One One
(Single) (Single)
One One
(Single) (Single)
One Ore
City of Fort Worth — Zayo Group, LLC — Execution Copy
Professional Services Agreement - Technology
Rev. 11/6/2015
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Page 2 of 4
City of Fort Worth — Zayo Group, LLC — Execution Copy Professional Services Agreement - Technology
Rev. 11/6/2015
L
•
Product
Details
Service Item Desc
Expiration Date
Additional Terms and
Conditions
Type Status
E Fr
Quantity Amours Items Total
Page 3 of 4
Pricing on this Service Order Form expires if Service Order is not signed prior to 10252015
Provided that Customer executes This Service Order no later than the Agreement Start Date. Zayo will provide Customer a one -lime service
credit In the amount of ten thousand dollars 1510.000) In recognition of Zayo's receipt of the signed Service Order. Further, Zayo will begin Initial
Installation Mine SeMce at the Eagle Mountain Tower location. 6801 Bowman Roberts Rd, Fort Worth, TX (the `Eagle Mountain Site). as
described in Exhibit A attached hereto. with a target Installation date of December 15I112015. Zayo shall provide connectivity from the Eagle
Mountain Site to City Had at 1000 Throckmorton S1. Fort Worth. TX (`City Hag).
Zayo will provide Customer with sbrty (60) days advance notice of the firm order commitment date for each of the laterals ("Lateral Sites) set
forth in Exhibd A-2 Sixty (60) days after the Service Activation Date of each such Lateral Site. Zayo shag begin billing Customer the MRC for
each such Lateral Site.
Zayo will provide Customer with thirty (30) days advance notice of the firm order commitment date for each of the core site location (tore
Sites) set forth In Exhibit A-2. Thirty (30) days after the Service Activation Date of each such Corel Site. Zayo shall begin billing Customer the
MRC for each such Lateral Site.
Service charges for the Core Ring Site locations shall total an MRC of 525.000 (54166.67 per site).
Service charges for the Laterals Site locations shag be en MRC of591.550 (S1551.69 per site).
The initial Service Term (120 months) of this Service Order shall commence wtien the Service Activation Dates of all Later
Site
has occurred,
City of Fort Worth — Zayo Group, LLC — Execution Copy Professional Services Agreement - Technology
Rev. 11/6/2015
Page 4 of 4
Service Order ID(s): 573466
Service Item Oast
Monthly rc.curnn , Cri 90:; Tot?!
Items Total
USD 11t;.5in eZ
City of Fort Worth
Signature:
Printed Name:
Date:
Title'
sek-N1 )6A.ar
tscs t st-Ph-t
Zayo Group, LLC
Signature:
Printed Narita!
iren SFr t r .0 b e n
Date:
c€1Jmr Coc>i4sei
Title:
1. Customer acknowledges that Custorner is ordering the services) described above (Dark Fiber Services) from Zayo Group. LLC. and or its applicable affiliate or subsidiary
('Zayo"). This Service Order shall be governed by and subject to the applicable contract documents between Customer and Zayo referenced above (collectively. the
"Agreement"). If Custorner has not executed an Agreement and/or no Agreement is referenced In This Service Order. then this Service Order shall be governed by the terms and
conditions of Zayo's Master Service Agreement and applicable Service Schedule in effect as of the date of this Service Order. incorporated herein by this reference and
available upon request. This Service 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 Service Order shall become a non -cancellable. binding obligation for the purchase of the Service for the Sery ce Term stated
above. By signing this Service Order, Custorner further acknowledges that it has read and understands the terms and conditions of this Service Order and Customer's signatory
represents that he/she is authorized to sign this Service Order on Customers behalf.
2. In support of Zayo rneetng the Estimated Delivery Date. Custorner specifically acknowledges that Customer is responsible for all work and costs on the premise side of each
Zayo Demarcation Point, including cross- connections. In addition, Customer shall be responsible for securing all rights and paying the related costs to connect to the Zayo
Demarcation Point, for securing all rights and paying the related costs to access. occupy. and conduct typical telecommunication operations within each respective building
;including any nornecary rinh(c fnr 7vjn in enter and arrest eirh bLiltrlinrri And rnr pro id,nn j1I nern cAry r.hle n,.th ay- ;CFI of the nrrrnd�r+n rne. inrludn but no! be !in -iliac!
to. construction permits and underlying rightsbuilding 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). All of the above, collectively,
shall be referred to as -Customer Requirements- and Customer shall reimburse Zayo in the event that a third party bills Zayo for charges related to such Customer
Requirements. Customer acknowledges that any delay in Customer providing such Customer Requirements may delay Zayo from completing work at any location. to the event
that Customer has not provided the Customer Requirements In time to allow Zayo to complete work (including Fiber Acceptance Testing) at any location on or before the
Estimated Delivery Data, then Zayo may continue with the acceptance procedures to the extent possible and deem the fiber delivered and accepted.
Pro fr,etrj aria r_ cfr Bert ] {
City of Fort Worth — Zayo Group, LLC — Execution Copy Professional Services Agreement - Technology
Rev. 11/6/2015
Proposed Private Fiber Network for City Of FT Worth
1
d
65ite Core Ring
Downtown
.,s
City of Fort Worth — Zayo Group, LLC — Execution Copy Professional Services Agreement - Technology
Rev. 11/6/2015
EXHIBIT A-1
SERVICE LEVEL AGREEMENT
A. Dark Fiber Portability Option
Twelve (12) months subsequent to each Service Activation Date, which shall be the date of acceptance of each
Milestone in accordance with Section 26 of the Agreement, for each of the Core Sites and the Lateral Sites set
forth above, Customer may request that the Dark Fiber Service at such location(s) (each, an "Original
Service") be ported to a replacement Dark Fiber Service ("Replacement Service' ), without incurring any early
termination liability with respect to the termination of the Original Service. Subject to the agreement of the
Parties, the Replacement Service shall have (i) a Service Term equal to or greater than the remaining term of
the Original Service, but in any event not less than one (1) year ("Service Term") (ii) an aggregate contract
value (determined by multiplying the Monthly Recurring Charge ("MRC") for such Replacement Service by
the months in the Term for such Replacement Service) equal to or greater than the remaining portion of the
contract value of the Original Service, (iii) City shall pay a Non -Recurring Charge ` (NRC") for Zayo's Costs
to implement the Replacement Service including, without limitation, any applicable third -party termination
fees, and (iv) City shall not be liable for payment of any taxes, easement fees, right of way fees, or other
similar charges related to the Replacement Service. Customer agrees and acknowledges that if the
Replacement Service is off -net, as defined in Section 13.9 of the GSA Schedule, the MRC and NRC will
include all additional Costs and expenses for Zayo to implement and provide such off -net services, including
Costs to provide the Replacement Service if any. Customer will continue to pay for the Original Service until
the beginning of the Service Term of the Replacement Service at which point Customer will begin paying the
MRC for the Replacement Service.
B. Dark Fiber Service Level Agreement — Outage - The term "Outage" shall be defined as the failure of a
strand of Dark Fiber on a Segment to materially meet the performance criteria for a continuous and
uninterrupted period of time in such a way that City's data traffic is materially impaired. An Outage shall
begin upon the earlier of Consultant's actual knowledge of the Outage or Consultant s receipt of notice from
City of the Outage. An Outage shall terminate when the Dark Fiber substantially meets the performance
criteria and City's data traffic is no longer materially impaired. The term "Outage Credit" shall be defined
below.
C. Dark Fiber Repair Restoration, and Outage Credits - Following receipt of City's notification of an
Outage, Consultant shall use its best efforts to respond on -site (if necessary) to the affected location(s) within
two (2) hours of the initial Trouble Case as defined in Exhibit A, Section 4 of the GSA Schedule, provided
Consultant has all necessary access to City Location(s), including City's Premises. In the event the Outage is
due to a cable failure, Consultant shall use its best efforts to begin Dark Fiber Service restoration within two
(2) hours following identification of such failure Consultant shall use its best efforts to then restore the
functionality of the Dark Fiber Service no later than four (4) hours following initiation of restoration activities.
During an Outage Consultant shall contact City on at least a four (4) hour basis a regular basis, to update the
status of restoration. Consultant is responsible for ensuring that the maintenance personnel are properly
trained and otherwise qualified to perform the maintenance on the Services. City shall procure for Consultant
reasonable 24x7x365 access to City's Location(s) for purposes of both Routine and Non -Routine Maintenance
D. Outage Credits - In the event that an Outage is not restored within eight (8) hours, City shall be entitled to an
Outage Credit equal to a one -day proportionate share of the monthly service charge for the affected Segment
for every hour of Outage thereafter, provided that in no event will such Outage Credit exceed the monthly
service charge of the affected Segment. For the avoidance of doubt, the initial eight (8) hours of an Outage
will not be eligible for Outage Credits By way of example, in the event of an Outage at a Lateral Site that
continues for 13 hours, Consultant will provide an Outage Credit to City equal to 5 days of the applicable
monthly service charge for such affected Lateral Site. To receive an Outage Credit, City must provide written
notice to Consultant's Customer Service or to City's Consultant sales representative within thirty (30) days of
such Outage specifying, at a minimum, the applicable Consultant Service number of the affected Dark Fiber
the Outage location, date, time, and approximate duration.
E. Exceptions - A Dark Fiber failure shall not be considered an Outage if it is: (i) any event caused by the City
or its agents, contractors, or any other person or third parties providing products or services for or on behalf of
City of Fort Worth — Zayo Group, LLC — Execution Copy Professional Services Agreement - Technology
Rev. 11/6/2015
City in connection with the Dark Fiber Service or the Agreement; (ii) any event caused by a fiber, equipment
and/or facilities failure on the City's side of the Demarcation Point as defined in Section 1.35 of the GSA
Schedule; (iii) any event caused by the failure of power, facilities, equipment, systems or connections not
provided by Consultant, (iv) any period of time during which Consultant personnel or contractors are
unreasonably denied access to City locations; (v) mutually agreed planned network maintenance periods; (vi)
any relocation of a City location or reconfiguration of Dark Fiber requested by City; (vii) any event due to a
Force Majeure Event as set forth in Section 19 of the Agreement; or (viii) on Dark Fiber Service provided to
City by Consultant under a ring configuration where only one of the two paths is experiencing an Outage In
the event that Consultant dispatches personnel for an interruption in service and then determines that such
interruption was caused by (i), (ii), or (iii) above, then Consultant will invoice City for all reasonable and
documented costs incurred for such dispatch and City will pay such invoice in full within thirty (30) days from
the date of invoice.
F. Alternative Solution - To terminate an Outage Consultant shall have the option of providing City with an
alternative solution to remedy, at least on a temporary basis, the Outage, where such temporary solution may
involve either dark fiber and/or lit services. City shall reasonably review such alternative solution and, in
City s sole discretion, may either accept or reject such solution.
G. Chronic Outages — If Customer expenences two (2) or more Outages in one (1) Segment, where each Outage
lasts for a continuous and uninterrupted period of at least eight (8) hours in a thirty (30) day period, (a
`Chronic Outage"), then Zayo shall provide Customer with a credit of one (1) months' worth of MRC's In the
event Customer experiences a second Chronic Outage within one (1) month subsequent to the above Chronic
Outage ("Terminating Outage"), then Customer may terminate the impacted dark fiber Segment without any
further liability to Zayo. In order to exercise a right to terminate under this paragraph, Customer must notify
Zayo in writing that it is exercising such right within thirty (30) days following the Terminating Outage, and
such termination shall take affect thirty (30) days from receipt of such notice by Zayo. Prior to the date of such
termination Customer shall pay any outstanding NRC's and/or MRC s or such other fees related to the affected
Dark Fiber Services for the terminating Segment then due to Zayo, net of Outage Credits. Customer shall be
deemed to have waived its right to terminate under this paragraph if it fails to provide the requisite notice of
termination within such thirty (30) day period.
City of Fort Worth — Zayo Group, LLC — Execution Copy Professional Services Agreement - Technology
Rev. 11/6/2015
Exhibit A-2
General Scope of Wort: Description
Zayo Group will construct and deploy a dark fiber network connecting 58 service locations as described in Exhibit
A to a 6 nexle dark fiber ring ftcility for the City of Fort Worth's use. Each location a III he served by a pair of dark
fiber strands that the City of Fort Worth will have exclusive rights to for the specified tenn. Zayo will also operate
and maintain this network as provided for in the Dark Fiber Service Schedule.
Core Ring Site Locations (6):
1000 Throckmorton St, Fort Worth, TX
6801 Bowman Roberts Rd, Fort Worth, TX
3525 fvfarquita. Fort Worth, TX
505 \V Felix, Fort Worth, TX
1700 Braman Ave. Fort Worth, TX
3128 W Bolt St, Fort Worth, TX
Lateral Site Locations (58):
5001 James Ave, Fort Worth, TX
5201 James Ave, Fort Worth, TX
3741 SW Loop 820, Fort Worth, TX
4680 McPherson Blvd, Fort Worth, TX
1289 Hemphill St, Fort Worth, TX
1600 Glasgow Rd, Fort Worth, TX
4100 Columbus "I'rl, Fort Worth, T:X
4200 South Fwy, Fort Worth, TX
13725 Stone Rd, Burleson'1X
25t.)0 SW Loop 820, Fort Worth. TX
1300 F.vemian Pkwy, Fort Worth, TX
4900 Martin St, Fort Worth, TN
1150 South Fwy, Fort Worth, TX
500 \N 3rd St, Fort Worth, TX
501 Jones St, Fort Worth, TX
5650 E Lancaster Ave, Fort Worth, TX
1100 Nashville Ave, Fort Worth, TX
3401 W Lancaster Ave, Fort Worth. TX
3616 E Lancaster Ave, Fort Worth, TX
120 Pecan St, Fort Worth, TX
850lnna St. Fort Worth, TX
2737 Meadowbrook Dr, Fort Worth, TX
2940 S Precinct Line Rd, Fort Worth, TX
777 W Rosedale St. Fort Worth, TX
320911emphill St, Fort Worth, TX
3900 Barnett St, Fort Worth, TN
801 Cherry St, Fort Worth, T:X
808 Throckmorton St, Fort Worth, TX
1111 Houston St. Fort Worth, TX
11149 Trinity Blvd, Euless TX 76040
1101 12th Ave, Fort Worth, Tx
1515 11 th Ave. Fort Worth, TX
350 W Belknap St, Fort Worth, TX
401 W 13th St, Fort Worth, TX
4209 Longstraw Dr. Fort Worth, TX
4205 Basswood Blvd, Fort Worth, TX
4721 Ray White Rd, Keller. TX
225t) Alliance Blvd, Fon Worth, TX
5333 Lea Crest tin, Fort Worth, TX
6228 Crystal Lake Dr, Fort Worth, TX
1900 Texan Dr. Justin, TX
Sites Continued
City of Fort Worth — Zayo Group, LLC — Execution Copy Professional Services Agreement - Technology
Rev. 11/6/2015
2521 Texas 114. Justin, TX
2500 Brennan Ave, Fort Worth, TX
2500 N Houston St, Fort Worth. TX
3457 Decatur Ave, Fort Worth, TX
3801 N Main St, Fort Worth. TX
2575 Polaris Dr. Fort Worth, TX
4201 N Main St, Fort Worth, TX
4705 Ray White Rd, Keller. '1:\
102 N\V 22nd St, Fort Worth, TX
3201 Portales Dr, Fort Worth, TX
7555 Oakmont Blvd, Fort Worth, TX
5933 Geddes Avt, Fort Worth, TX
6124 S llulen St, Fort Worth. TX
5045 Coluntbus'I'rl, Fort Worth, '1:X
920 Roberts Cut Off Rd, Fort Worth, TX
6401 Bridge S4 Fort Worth, TX
Westland 6 Radio Tower at Chapin Rd, BenbrookTX(la t 32.7316 lon-97.5071
City of Fort Worth — Zayo Group, LLC — Execution Copy Professional Services Agreement - Technology
Rev. 11/6/2015
Date
Oct-2015
Nov-2015
Dec-2015
Jan-2016
Feb-2016
Mar-2016
Apr-2016
May-2016
Jun-2016
JuI-2016
Aug-2016
Sep-2016
Oct-2016
Nov-2016
Dec-2016
Jan-2017
Feb-2017
Mar-2017
Apr-2017
May-2017
Jun-2017
Jul-2017
Aug-2017
Sep-2017
Oct-2017
Nov-2017
Dec-2017
Jan-2018
Feb-2018
Mar-2018
Apr-2018
May-2018
Jun-2018
JuI-2018
Aug-2018
Sep-2018
Oct-2018
EXHIBIT B
ESTIMATED PAYMENT SCHEDULE
Monthly
Incremental
$0.00
$0.00
$0.00
$4,166.67
$4,166.67
$4,166.67
$25,000.00
$25,000.00
$29,655.07
$34,310.14
$38,965.21
$43,620.28
$48,275.35
$52,930.42
$57,585.49
$62,240.56
$66,895.63
$71,550.70
$76,205.77
$80,860.84
$85,515.91
$90,170.98
$94,826.05
$99,481.12
$104,136.19
$108,791.26
$113,446.33
$116,550.00
$116,550.00
$116,550.00
$116,550.00
$116,550.00
$116,550.00
$116,550.00
$116,550.00
$116,550.00
$116,550.00
Total Spend
$0.00
$0.00
$0.00
$4,166.67
$8,333.34
$12,500.01
$37,500.01
$62,500.01
$92,155.08
$126,465.22
$165,430.43
$209,050.71
$257,326.06
$310,256.48
$367,841.97
$430,082.53
$496,978.16
$568,528.86
$644,734.63
$725,595.47
$811,111.38
$901,282.36
$996,108.41
$1,095,589.53
$1,199,725.72
$1,308,516.98
$1,421,963.31
$1,538,513.31
$1,655,063.31
$1,771,613.31
$1,888,163.31
$2,004,713.31
$2,121,263.31
$2,237,813.31
$2,354,363.31
$2,470,913.31
$2,587,463.31
City of Fort Worth — Zayo Group, LLC — Execution Copy
Professional Services Agreement - Technology
Rev. 11/6/2015
Nov-2018
Dec-2018
Jan-2019
Feb-2019
Mar-2019
Apr-2019
May-2019
Jun-2019
Jul-2019
Aug-2019
Sep-2019
Oct-2019
Nov-2019
Dec-2019
Jan-2020
Feb-2020
Mar-2020
Apr-2020
May-2020
Jun-2020
Jul-2020
Aug-2020
Sep-2020
Oct-2020
Nov-2020
Dec-2020
Jan-2021
Feb-2021
Mar-2021
Apr-2021
May-2021
Jun-2021
Jul-2021
Aug-2021
Sep-2021
Oct-2021
Nov-2021
Dec-2021
Jan-2022
Feb-2022
Mar-2022
$116,550.00
$116,550.00
$116,550.00
$116,550.00
$116,550.00
$116,550.00
$1161550.00
$116,550.00
$116,550.00
$116,550.00
$116,550.00
$116,550.00
$116,550.00
$116,550.00
$116,550.00
$116,550.00
$116,550.00
$116,550.00
$116,550.00
$116,550.00
$116,550.00
$116,550.00
$116,550.00
$116,550.00
$116,550.00
$116,550.00
$116,550.00
$116,550.00
$116,550.00
$116,550.00
$116,550.00
$116,550.00
$116,550.00
$116,550.00
$116,550.00
$116,550.00
$116,550.00
$116,550.00
$116,550.00
$116,550.00
$116,550.00
$2,704,013.31
$2,820,563.31
$2,937,113.31
$3,053,663.31
$3,170,213.31
$3,286,763.31
$3,403,313.31
$3,519,863.31
$31636,413.31
$3,752,963.31
$31869,513.31
$3,986,063.31
$4,102,613.31
$4,219,163.31
$4,335,713.31
$4,452,263.31
$4,568,813.31
$4,685,363.31
$4,801,913.31
$4,918,463.31
$5,035,013.31
$5,151,563.31
$5,268,113.31
$5,384,663.31
$5,501,213.31
$5,617,763.31
$5,734,313.31
$5,850,863.31
$5,967,413.31
$6,083,963.31
$61200,513.31
$6,317,063.31
$6,433,613.31
$6,550,163.31
$6,666,713.31
$6,783,263.31
$6,899,813.31
$7,016,363.31
$7,132,913.31
$7,249,463.31
$7,366,013.31
City of Fort Worth — Zayo Group, LLC — Execution Copy
Professional Services Agreement - Technology
Rev. 11/6/2015
Apr-2022
May-2022
Jun-2022
Jul-2022
Aug-2022
Sep-2022
Oct-2022
Nov-2022
Dec-2022
Jan-2023
Feb-2023
Mar-2023
Apr-2023
May-2023
Jun-2023
Jul-2023
Aug-2023
Sep-2023
Oct-2023
Nov-2023
Dec-2023
Jan-2024
Feb-2024
Mar-2024
Apr-2024
May-2024
Jun-2024
Jul-2024
Aug-2024
Sep-2024
Oct-2024
Nov-2024
Dec-2024
Jan-2025
Feb-2025
Mar-2025
Apr-2025
May-2025
Jun-2025
Jul-2025
Aug-2025
$116,550.00
$116,550.00
$116,550.00
$116,550.00
$116,550.00
$116,550.00
$116,550.00
$116,550.00
$116,550.00
$116,550.00
$116,550.00
$1161550.00
$116,550.00
$116,550.00
$116,550.00
$116,550.00
$116,550.00
$116,550.00
$116,550.00
$116,550.00
$116,550.00
$116,550.00
$116,550.00
$116,550.00
$116,550.00
$116,550.00
$116,550.00
$116,550.00
$116,550.00
$116,550.00
$116,550.00
$116,550.00
$116,550.00
$116,550.00
$116,550.00
$116,550.00
$116,550.00
$116,550.00
$116,550.00
$116,550.00
$116,550.00
$7,482,563.31
$7,599,113.31
$7,715,663.31
$7,832,213.31
$7,948,763.31
$8,065,313.31
$8,181,863.31
$8,298,413.31
$8,414,963.31
$8,531,513.31
$8,648,063.31
$8,764,613.31
$8,881,163.31
$8,997,713.31
$9,114,263.31
$9,230,813.31
$9,347,363.31
$9,463,913.31
$9,580,463.31
$9,697,013.31
$9,813,563.31
$9,930,113.31
$10,046,663.31
$10,163,213.31
$10,279,763.31
$10,396,313.31
$10,512,863.31
$101629,413.31
$10,745,963.31
$10,862,513.31
$10,979,063.31
$11,095,613.31
$11,212,163.31
$11,328,713.31
$11,445,263.31
$11,561,813.31
$11,678,363.31
$11,794,913.31
$11,911,463.31
$12,028,013.31
$12,144,563.31
City of Fort Worth — Zayo Group, LLC — Execution Copy
Professional Services Agreement - Technology
Rev. 11/6/2015
Sep-2025
Oct-2025
Nov-2025
Dec-2025
Jan-2026
Feb-2026
Mar-2026
Apr-2026
May-2026
Jun-2026
Jul-2026
Aug-2026
Sep-2026
Oct-2026
Nov-2026
Dec-2026
Jan-2027
Feb-2027
Mar-2027
Apr-2027
May-2027
Jun-2027
Jul-2027
Aug-2027
Sep-2027
Oct-2027
Nov-2027
Dec-2027
Jan-2028
Feb-2028
$116,550.00
$116,550.00
$116,550.00
$116,550.00
$116,550.00
$116,550.00
$116,550.00
$116,550.00
$116,550.00
$1161550.00
$116,550.00
$116,550.00
$116,550.00
$116,550.00
$116,550.00
$116,550.00
$116,550.00
$116,550.00
$116,550.00
$116,550.00
$116,550.00
$116,550.00
$116,550.00
$116,550.00
$116,550.00
$116,550.00
$116,550.00
$116,550.00
$116,550.00
$116,550.00
$12,261,113.31
$12,377,663.31
$12,494,213.31
$12,610,763.31
$12,727,313.31
$12,843,863.31
$12,960,413.31
$13,076,963.31
$13,193,513.31
$13,310,063.31
$13,426,613.31
$13,543,163.31
$13,659,713.31
$131776,263.31
$13,892,813.31
$14,009,363.31
$14,125,913.31
$14,242,463.31
$14,359,013.31
$14,475,563.31
$14,592,113.31
$14,708,663.31
$14,825,213.31
$14,941,763.31
$15,058,313.31
$15,174,863.31
$15,291,413.31
$15,407,963.31
$15,524,513.31
$15,641,063.31
City of Fort Worth — Zayo Group, LLC — Execution Copy
Professional Services Agreement - Technology
Rev. 11/6/2015
EXHIBIT C
MILESTONE / DELIVERABLE ACCEPTANCE FORM
Services Delivered:
Milestone / Deliverable Ref. #:
Site Location*
Milestone / Deliverable Name:
Unit Testing Completion Date:
Milestone / Deliverable Target Completion Date:
Milestone / Deliverable Actual Completion Date:
Milestone Acceptance / Service Activation Date:
Comments (if needed):
Approved by Consultant: Approved by City Department Director:
Signature: Signature:
Printed Name. Printed Name.
Title: Title:
Date: Date:
For Director Use Only
Contracted Payment Amount:
Adjustments, including penalties:
Approved Payment Amount:
City of Fort Worth — Zayo Group, LLC — Execution Copy Professional Services Agreement - Technology
Rev. 11/6/2015
Full Legal Name of Company:
Legal Address:
Services to be provided:
EXHIBIT D
VERIFICATION OF SIGNATURE AUTHORITY
Zayo Group, LLC
1805 29th Street, Suite 2050, Boulder, CO 80301
Dark fiber services
Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or
positions have the authority to legally bind the Company and to execute any agreement, amendment or change order
on behalf of Company. Such binding authority has been granted by proper order, resolution, ordinance or other
authorization of Company. The City is fully entitled to rely on the warranty and representation set forth in this Form
in entering into any agreement or amendment with Company. Company will submit an updated Form within ten (10)
business days if there are any changes to the signatory authority. The City is entitled to rely on any current executed
Form until it receives a revised Form that has been properly executed by the Company.
1. Name:
Position:
Signature
2. =-Name:
Position:
Signature
3. Name:
Position:
Signature
Name: Gregg Strumberger,
Gregg Strumberger
General Counsel
Zach Nebergall
Vice President- Metro Dark Fiber
6
Signature
Other Title: General Counsel
Date:
/1/7/4-
/ /
City of Fort Worth — Zayo Group, LLC — Execution Copy Professional Services Agreement - Technology
Rev. 11/6/2015
EXHIBIT E
Consultant Contract #GS35F070CA- GSA Schedule 70 GENERAL PURPOSE COMMERCIAL
INFORMATION TECHNOLOGY EQUIPMENT, SOFTWARE, AND SERVICE ("GSA Schedule")
US GENERAL SERVICES ADMINISTRATION
FEDERAL SUPPLY SERVICE
AUTHORIZED INFORMATION TECHNOLOGY SCHEDULE
PRICE LIST
70 -GENERAL PURPOSE COMMERICAL INFORMATION TECHNOLOGY EQUIPMENT,
SOFTWARE, AND SERVICES
SIN 132-52 - ELECTRONIC COMMERCE AND SUBSCRIPTION SERVICES
FSC/PSC Class D304 IT AND TELECOM- TELECOMMUNICATIONS AND TRANSMISSION
■
FPDS Code D304 Value Added Network Services (VANS)
■ FPDS Code D304 E-Mail Services
FPDS Code D304 Internet Access Services
• FPDS Code D304 Navigation Services
FSC/PSC Class D399 IT AND TELECOM- OTHER IT AND TELECOMMUNICATIONS
■ Other Data Transmission Services, Not elsewhere classified
NOTE* Electronic Commerce Services are not intended to supersede or be substituted for any voice
requirements of FTS2001.
Business Size• Large
Zayo Group, LLC
400 Centennial Pkwy Suite 200
Louisville, CO 80027-1210
(866) 364-6033
http://www.zayo.com/
Contract Number: GS-35F-070CA
Period Covered by Contract: November 10, 2014 — November 9, 2019
City of Fort Worth — Zayo Group, LLC — Execution Copy Professional Services Agreement - Technology
Rev. 11/6/2015
On-line access to contract ordering information, terms and conditions, up-to-date pricing, and the option
to create an electronic delivery order are available through GSA Advantage! ® GSAAdvantage.gov.
CUSTOMER INFO'; ATION:
la. Table of awarded special item number(s) with appropriate cross-reference to item descriptions and
awarded price(s).
SIN DESCRIPTION
132-52 ELECTRONIC COMMERCE AND SUBSCRIPTION
SERVICES
lb. Identification of the lowest priced model number and lowest unit price for that model for each special
item number awarded in the contract This price is the Government price based on a unit of one
exclusive of any quantity/dollar volume prompt payment or any other concession affecting price
Those contracts that have unit prices based on the geographic location of the customer, should show
the range of the lowest price, and cite the areas to which the prices apply.
*Not Applicable
lc. If the Contractor is proposing hourly rates, a description of all corresponding commercial job titles,
experience, functional responsibility and education for those types of employees or subcontractors
who will perform services shall be provided. If hourly rates are not applicable, indicate "Not
applicable' for this item.
*Not Applicable
2. Maximum order. $500,000.00
3. Minimum order. $100.00
4. Geographic coverage (delivery area). FOB Destination: Domestic and Overseas Delivery: 46
Contiguous States & DC (Does not include Maine or Vermont)
5. Point(s) of production (city county, and State or foreign country). 400 Centennial Pkwy Suite 200
Louisville, CO 80027-1210
6. Discount from list prices or statement of net price.
All prices quoted under this contract are discounted from our commercial prices, and are
stated as NET prices, including the GSA discount and IFF.
• State and Local Government Agencies: Offered the same discounts as all Federal Government
customers
■ Government Educational Institutions: Offered the same discounts as all Federal Government
customers
7. Quantity discounts. $250-399K —1%; $400-500K-2%
8. Prompt payment terms 00.00% - Net 30 Days
City of Fort Worth — Zayo Group, LLC — Execution Copy Professional Services Agreement - Technology
Rev. 11/6/2015
9a. Notification that Government purchase cards are accepted at or below the micro -purchase threshold.
Zayo Group, LLC will accept the Government purchase card for all orders and amounts.
9b. Notification whether Government purchase cards are accepted or not accepted above the micro -
purchase threshold.
Zayo Group, LLC will accept the Government purchase card for all orders and amounts.
10. Foreign items (list items by country of origin).
*Not Applicable
1 la. Time of delivery. (Contractor insert number of days.)
30 days ARO or as negotiated between Zayo Group, LLC and ordering activity
11b. Expedited Delivery. The Contractor will insert the sentence "Items available for expedited delivery
are noted in this price list.' under this heading. The Contractor may use a symbol of its choosing to
highlight items in its price lists that have expedited delivery.
*As negotiated
11 c. Overnight and 2-day delivery. The Contractor will indicate whether overnight and 2-day delivery
are available. Also, the Contractor will indicate that the schedule customer may contact the
Contractor for rates for overnight and 2-day delivery.
*Not Applicable
11 d. Urgent Requirements. The Contractor will note in its price list the "Urgent Requirements' clause of
its contract and advise agencies that they can also contact the Contractor's representative to effect a
faster delivery.
*Not Applicable
12. F.O.B. point(s). Destination
13a. Ordering address(es).
Zayo Group, LLC
400 Centennial Pkwy Suite 200
Louisville, CO 80027-1210
(866) 364-6033
13b. Ordering procedures: For supplies and services, the ordering procedures, information on Blanket
Purchase Agreements (BPA's) are found in Federal Acquisition Regulation (FAR) 8.405-3.
For supplies and services, the ordering procedures, information on Blanket Purchase Agreements
(BPA's) are found in Federal Acquisition Regulation (FAR) 8 405-3.
14. Payment address(es).
City of Fort Worth — Zayo Group, LLC — Execution Copy Professional Services Agreement - Technology
Rev. 11/6/2015
Zayo Group, LLC
400 Centennial Pkwy Suite 200
Louisville, CO 80027-1210
(866) 364-6033
15. Warranty provision. Standard Commercial
16. Export packing charges, if applicable.
*Not Applicable
17. Terms and conditions of Government purchase card acceptance (any thresholds above the micro -
purchase level).
Contact Contractor
18. Terms and conditions of rental, maintenance, and repair (if applicable). Contact Contractor
19. Terms and conditions of installation (if applicable). Contact Contractor
20. Terms and conditions of repair parts indicating date of parts price lists and any discounts from list
prices (if applicable). N/A
20a.Terms and conditions for any other services (if applicable). N/A
21. List of service and distribution points (if applicable). N/A
22. List of participating dealers (if applicable). N/A
23. Preventive maintenance (if applicable). N/A
24a. Special attributes such as environmental attributes (e.g., recycled content, energy efficiency, and/or
reduced pollutants).
*Not Applicable
24b If applicable indicate that Section 508 compliance information is available on Electronic and
Information Technology (EIT) supplies and services and show where full details can be found (e.g
contractor's website or other location.) The EIT standards can be found at: www.Section508.aov/.
www.zayo.com
25. Data Universal Number System (DUNS) number. 808193960
26. Notification regarding registration in Central Contractor Registration (CCR) database.
Active Until 09/15/2015; Cage Code 6JCY6
TERMS AND CONDITIONS APPLICABLE TO
ELECTRONIC COMMERCE AND SUBSCRIPTION SERVICES (SPECIAL IDENTIFICATION
NUMBER 132-52)
City of Fort Worth — Zayo Group, LLC — Execution Copy Professional Services Agreement - Technology
Rev. 11/6/2015
****NOTE: If offering IT Professional Services with E-Commerce, use SIN 132-51 and include the
Terms and Conditions applicable to the IT Professional Services offered.
1. SCOPE
The prices, terms and conditions stated under Special Item Number 132-52 Electronic Commerce
(EC) Services apply exclusively to EC Services within the scope of this Information Technology
Schedule.
2. ELECTRONIC COMMERCE CAPACITY AND COVERAGE
The Ordering Activity shall specify the capacity and coverage required as part of the initial
requirement.
3. INFORMATION ASSURANCE
a. The Ordering Activity is responsible for ensuring to the maximum extent practicable that each
requirement issued is in compliance with the Federal Information Security Management Act
(FISMA)
b. The Ordering Activity shall assign an impact level (per Federal Information Processing Standards
Publication 199 & 200 (FIPS 199, "Standards for Security Categorization of Federal Information
and Information Systems') (FIPS 200, "Minimum Security Requirements for Federal Information
and Information Systems') prior to issuing the initial statement of work Evaluations shall
consider the extent to which each proposed service accommodates the necessary security controls
based upon the assigned impact level. The Contractor awarded SIN 132-52 is capable of meeting
at least the minimum security requirements assigned against a low -impact information system
(per FIPS 200).
c. The Ordering Activity reserves the right to independently evaluate, audit, and verify the FISMA
compliance for any proposed or awarded Electronic Commerce services. All FISMA
certification, accreditation, and evaluation activities are the responsibility of the ordering activity.
4. TECHNICAL SERVICES
The Contractor, without additional charge to the ordering activity, shall provide a hot line technical
support number (866) 236-2824 for the purpose of providing user assistance and guidance in the
implementation of the software The technical support number is available 24 hours per day.
5. DELIVERY SCHEDULE.
The Ordering Activity shall specify the delivery schedule as part of the initial requirement.
6. INTEROPERABILITY.
When an Ordering Activity requires interoperability, this requirement shall be included as part of the
initial requirement. Interfaces may be identified as interoperable on the basis of participation in a
sponsored program acceptable to the Ordering Activity. Any such access or interoperability with
teleports/gateways and provisioning of enterprise service access will be defined in the individual
requirement.
7. ORDER
Agencies may use written orders, EDI orders, blanket purchase agreements, individual
purchase orders, or task orders for ordering electronic services under this contract.
Blanket Purchase Agreements shall not extend beyond the end of the contract period; all
City of Fort Worth — Zayo Group, LLC — Execution Copy Professional Services Agreement - Technology
Rev. 11/6/2015
electronic services and delivery shall be made and the contract terms and conditions shall
continue in effect until the completion of the order. Orders for tasks which extend
beyond the fiscal year for which funds are available shall include FAR 52 232-19
(Deviation — May 2003) Availability of Funds for the Next Fiscal Year. The purchase
order shall specify the availability of funds and the period for which funds are available.
b. All task orders are subject to the terms and conditions of the contract. In the event of
conflict between a task order and the contract, the contract will take precedence.
8. PERFORMANCE OF ELECTRONIC SERVICES
The Contractor shall provide electronic services on the date agreed to by the Contractor and the
ordering activity.
9. RESPONSIBILITIES OF THE CONTRACTOR
The Contractor shall comply with all laws, ordinances, and regulations (Federal, State, City, or
otherwise) covering work of this character.
10 RIGHTS IN DATA
The Contractor shall comply FAR 52.227-14 RIGHTS IN DATA — GENERAL and with all laws,
ordinances, and regulations (Federal, State, City, or otherwise) covering work of this character.
11. ACCEPTANCE TESTING
If requested by the ordering activity the Contractor shall provide acceptance test plans and procedures
for ordering activity approval. The Contractor shall perform acceptance testing of the systems for
ordering activity approval in accordance with the approved test procedures.
12. WARRANTY
The Contractor shall provide a warranty covering each Contractor -provided electronic commerce
service. The minimum duration of the warranty shall be the duration of the manufacturer's
commercial warranty for the item listed below:
Standard Commercial
The warranty shall commence upon the later of the following:
a. Activation of the user's service
b. Installation/delivery of the equipment
The Contractor, by repair or replacement of the defective item, shall complete all warranty services
within five working days of notification of the defect Warranty service shall be deemed complete
when the user has possession of the repaired or replaced item. If the Contractor renders warranty
service by replacement, the user shall return the defective item(s) to the Contractor as soon as
possible but not later than ten (10) working days after notification.
13. MANAGEMENT AND OPERATIONS PRICING
The Contractor shall provide management and operations pricing on a uniform basis. All
management and operations requirements for which pricing elements are not specified shall be
provided as part of the basic service.
14. TRAINING
The Contractor shall provide normal commercial installation, operation, maintenance, and
engineering interface training on the system. If there is a separate charge, indicate below:
City of Fort Worth — Zayo Group, LLC — Execution Copy Professional Services Agreement - Technology
Rev. 11/6/2015
15. MONTHLY REPORTS
In accordance with commercial practices, the Contractor may furnish the ordering activity/user with a
monthly summary ordering activity report.
16. ELECTRONIC COMMERCE SERVICE PLAN
(a) Describe the electronic service plan and eligibility requirements.
(b) Describe charges, if any, for additional usage guidelines
(c) Describe corporate volume discounts and eligibility requirements, if any.
City of Fort Worth — Zayo Group, LLC — Execution Copy Professional Services Agreement - Technology
Rev. 11/6/2015
GSA Approved End User License Agreements
ZAYO GROUP ETHERNET IP SERVICE SCHEDULE
MASTER SERVICES AGREEMENT
This Ethernet and IP Services Schedule ("Service Schedule") dated MONTH DATE, 20 YR, is subject
to, and made a part of, that Master Services Agreement ("MSA") dated MONTH DATE, 20 YR entered
into between the undersigned Parties. Zayo owns and operates telecommunications facilities and is in the
business of providing certain Ethernet services ("Ethernet Services") and Internet access services ("IP
Services"). Capitalized terms not defined herein will have the meaning ascribed to them in the MSA.
1. DEFINITIONS. The following additional definitions shall apply to Ethernet and IP Services:
1.1 95th Percentile Calculation - the calculation method used to measure Bandwidth usage for
GSA Customer Purchase Orders ("Purchase Order") which specify Burst Bandwidth. Samples
of average Bandwidth utilization rates of both inbound and outbound traffic from Customer
port(s) are collected m five (5) minute intervals over a calendar month. The higher of such
samples (Inbound or Outbound) are placed on a list and sorted from highest to lowest in
amount of Mbps. The highest five percent (5%) of samples are discarded and the next highest
sample is chosen to represent the 95th percentile calculation for that month.
1.2 Allocated MRC means, for a multipoint Service, a portion of a Monthly Recurring Charge
allocated by Service and/or each Customer location as specified on a Purchase Order, and if
not so specified in a Purchase Order then prorated based on the number of location associated
with the Service. The Term of any Purchase Order with a multipoint Service shall begin when
the last Service to a Customer Location has been delivered.
1.3 Bandwidth - the amount of data (quantified as Mbps ("M") or Gbps ("G' )) made available to
Customer as specified in a Purchase Order, or in the event of usage based billing, the amount
of data actually transmitted by Customer s Equipment.
1.4 Bandwidth Commitment - the Customer's commitment, in a given month to pay for a certain
level of Bandwidth. Customer agrees to pay the MRC specified on the Purchase Order as a
minimum monthly charge regardless of actual usage A Bandwidth Commitment must be
specified on a Purchase Order to be applicable.
1.5 Burst Bandwidth - the amount of Bandwidth usage, based on the 95th Percentile Calculation,
in excess of a Bandwidth Commitment. Any usage in excess of the Bandwidth Commitment
will incur additional MRC based on the 95th Percentile Calculation. Burst Bandwidth must be
specified on a Purchase Order to be applicable.
1.6 Dedicated Service - refers to reserved bandwidth over Zayo s shared network without
oversubscription. Customer will always have their contracted bandwidth rate available end -to -
end.
1.7 Intercity refers to an Ethernet Service or IP Service between two or more different
metropolitan service areas over Zayo's longhaul network.
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1.8 Latency is the one-way delay of packets between designated pairs of core routers. The
Service Level Objective for Latency in Section 7 is applicable to packets that traverse a single
network and are "in -profile" (conform to the performance attributes of the Service).
1.9 Metro refers to an Ethernet Service or IP Service between two or more locations within the
same metropolitan service area.
1.10 NNI (Network -to -Network Interface) is the physical interface used to interconnect to Zayo's
network. It provides the point of demarcation between the Zayo and Customer networks.
i.11 Off -Net is any Service which does not meet the definition of On -Net in Section 1.12.
1.12 On -Net is any Service which connects two locations to which Zayo is already providing the
same type of Service at the time of the Purchase Order and which is provisioned entirely on
Zayo facilities and does not include any Third Party Services (as defined herein) or special
construction.
1.13 Packet Loss is the percentage of packets that were not sent and received successfully between
designated pairs of core routers across Zayo's network. The Service Level Objective for
Packet Loss in Section 7 is applicable to packets that traverse a single network and are "in -
profile" (conform to the performance attributes of the Service).
1.14 Point of Demarcation is the NNI and/or UNI interface port where Zayo hands off service to
Customer except as otherwise specified on a Purchase Order.
1.15 Protected Service is an Ethernet or IP Service which includes a protection scheme that allows
traffic to be rerouted in the event of a fiber cut or equipment failure. For a Service to be
deemed a Protected Service hereunder, the Purchase Order for such Service shall specifically
state that such Service is a Protected Service.
1.16 Standard Service (as compared to Dedicated Service) refers to non -reserved bandwidth over
Zayo's shared network with some oversubscription. Customer's contracted bandwidth rate is
not assured end -to -end in the event of network congestion.
1.17 UNI - the User Network Interface is the interface used to interconnect a customer to Zayo's
network. The UNI also provides a reference point for demarcation between Zayo's and
Customer's networks. Zayo is responsible for service up to the UNI point, which is the default
Point of Demarcation.
1.18 Unprotected Service is an Ethernet or IP Service which does not includes a protection scheme
that allows traffic to be rerouted in the event of a fiber cut or equipment failure. Any Service
not expressly designated as a Protected Service on the applicable Purchase Order shall be
deemed an Unprotected Service
1.19 VLAN - Virtual Local Area Network, a network configuration that allows a group of hosts to
communicate as if they were attached to the same wire, regardless of their physical location
configured using the IEEE 802.1Q standard.
2. ETHERNET SERVICE DESCRIPTION. Zayo Ethernet Services provide dedicated or shared
connectivity for transport of voice, data video or other forms of communications traffic Ethernet
Service supports transmission speeds from 10Mbps up to 10Gbps Ethernet Service terminates at
the NNI or UNI port(s) typically located in a Customer s common telecommunications facility or
meet -me point and meet IEEE 802.3 standards and use 802.1Q VLAN tagging and stacking to
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support certain configurations In general, the service is based on terminology and attributes defined
and used by the Metro Ethernet Forum (MEF). Ethernet Service generally follows the MEF
definition of EPL and EVPL network configurations and can be specified on any Purchase Order in
any of the following configurations:
2.1 Ethernet Service Configurations:
a) E-LINE• an Ethernet private line ("EPL') Metro or Intercity service comprised of a UNI
at each Customer site connected via an Ethernet virtual circuit ("EVC") providing point-to-
point Ethernet transport services or an Ethernet virtual private line (`EVPL") service
comprised of an aggregation UNI or NNI at one site connecting multiple UNIs which serves
to aggregate multiple Customer locations to a central hub location in a point to multipoint
configuration.
b) E-LAN: a meshed Metro or Intercity service comprised of a UNI at each of three or more
Customer sites providing multipoint-to-multipoint Ethernet transport between three or more
Customer locations. An ELAN Service can support unicast traffic and up to l0Mbps of
multicast or broadcast traffic. ELAN can be ordered with a "Bandwidth Commitment —
Aggregate" or as a "Bandwidth Commitment — Site Specific" In an aggregate bandwidth
configuration with multiple 10Gbps ports, Zayo may limit the traffic between any two
Customer locations to the aggregate bandwidth divided by the number of Customer
locations if traffic in excess of such ratio causes detrimental impacts to Zayo's network.
c) E-PDN: Ethernet Private Dedicated Network connectivity to two or more Customer UNIs
across a completely private managed network over dedicated fiber strands and dedicated
Zayo equipment on all ends. Available in point-to-point, point-to-multipoint, ring, or
multipoint-to-multipoint configurations.
2.2 Optional Ethernet Features:
a) Quality of Service ("QoS"): QoS enables Customer to prioritize traffic from multiple
applications that may compete for the same network resources within the Ethernet Service
on the Zayo network. By assigning pre -determined levels of network priority to bandwidth,
Customer can achieve a more predictable traffic flow across the Zayo network. A QoS
option is available for Metro or Intercity Ethernet Service.
Zayo offers the following classes of QoS ranging from highest to lowest network priority
("QoS Class(es)"):
1. Critical
2. Preferred
3. Enhanced
4. Basic
Metro OoS - is ordered as either "on" (enabled) or "off' (disabled) If Customer selects a
QoS enabled option, the same will be designated on a Purchase Order Customer will then
be responsible for designating its traffic according to the QoS Classes. If the Purchase
Order does not specify a QoS enabled option, Customer's traffic will be treated with as
"Basic" in terms of QoS Classes. If the Purchase Order specifies a QoS enabled option,
Customer's traffic will be treated with as "Critical" in terms of QoS Classes.
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Intercity OoS - is ordered by designating a separate Bandwidth Commitment to a QoS Class
across all the ports in the Ethernet Service in a Purchase Order. Intercity QoS Bandwidth
Commitments of different QoS Classes cannot be aggregated and as such any Intercity QoS
Bandwidth sent or received through a port in excess of the associated Bandwidth
Commitments will be reprioritized as Basic.
b) Additional Features: Ethernet Services may also allow Customer to utilize the Burst
Bandwidth feature or to layer on DIA IP Service Configurations. Any such features must
be designated on a Purchase Order.
3. IP SERVICE DESCRIPTION IP Services include standard and Burstable IP services which
provide dedicated connectivity and access to the public Internet via Zayo's Tier 1 peering
arrangements with various Internet network providers IP services are provided over its high
capacity, globally interconnected network with a single autonomous system IP Service is available
as multiservice IP Ports up to 10Gbps bandwidth IP Service provides internet connections from a
Zayo point of presence or Data Center/Collocation facility to one or more On -Net customer
locations within a metropolitan area IP Service can be specified on a Purchase Order in any of the
following configurations:
3.1 IP Service Configurations
a) IP Transit: provides multiservice ports available only in designated Zayo IP Points of
Presence ("POP(s)"). Available only as either 1G and/or 10G ports, Minimum 1G commit
for a 10G port Customer provides cross -connect within POP.
b) Dedicated Internet Access ("DIA"): The default configuration is fiber extension and
secondary configuration is Ethernet access, or SONET access, other dark fiber or lit service
configuration, as available.
c) IPVPN: IP for Virtual Private Networks Layer 3 VPN service leveraging Zayo's IP
network. Generally these services involve custom configurations driven by customer
solution requirements.
3.2 Optional IP Features:
a) Quality of Service. QoS is only available for Intercity IPVPN Service Configurations.
Intercity QoS enables Customer to differentiate traffic within the IPVPN Service and on the
Zayo network by assigning Bandwidth within the QoS Classes. Intercity QoS is ordered by
designating a separate Bandwidth Commitment to a QoS Class across all the ports in the
IPVPN Service in a Purchase Order. Intercity QoS Bandwidth Commitments of different
QoS Classes cannot be aggregated and as such, any Intercity QoS Bandwidth sent or
received through a port in excess of the associated Bandwidth Commitments will be
reprioritized as Basic Bandwidth.
b) Additional Features: Customer may request related services such as additional IP
addresses, aggregated billing, Burst Bandwidth, primary and secondary DNS, or BGP.
4. EQUIPMENT AND INSTALLATION.
4.1 Zayo Equipment. Zayo, or its agent, may provide, install, maintain, repair,
operate and control Zayo's equipment ("Zayo Equipment"). Zayo's Equipment shall remain
the sole and exclusive property of Zayo, and nothing contained herein shall give or convey to
Customer, or any other person, any right, title or interest whatsoever in Zayo's Equipment,
notwithstanding that it may be, or become, attached to or embedded in realty. Customer shall
not tamper with, remove or conceal any identifying plates, tags or labels identifying Zayo's
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ownership interest in Zayo's Equipment. Customer shall not adjust, align, attempt to repair,
relocate or remove Zayo's Equipment, except as expressly authorized in writing by Zayo.
Customer shall be responsible for any loss of or damage to Zayo's Equipment caused by
Customer's negligence intentional acts, or unauthorized maintenance. Customer is responsible
for obtaining space and power to support Zayo Equipment for the Service for the duration of
the Service Term.
4.2 Access and Customer Premises Obligations. Customer is responsible for
providing Zayo with access to all Customer locations, subject to Government security
requirements, for purposes of installation, maintenance, and repair of Zayo Equipment on
Customer premises. For purposes of the preceding sentence "access" shall include without
limitation any necessary license(s) to access the building and or property for the duration of
the Service Term. Zayo shall provide reasonable notice under the circumstances to Customer
prior to entering Customer's point of presence to install, maintain or repair any of the Zayo
Equipment Customer will provide a safe place to work and comply with all applicable laws
regarding the working conditions on the Customer premises.
4.3 Customer Equipment. Customer is responsible, at its sole cost and expense, for
connecting to the Point of Demarcation specified in the Purchase Order Equipment and
service beyond the Point of Demarcation and/or interconnection between Zayo's facilities and
terminal equipment and the wiring at the Point of Demarcation shall be the responsibility of
Customer ("Customer Equipment"). Customer must procure and maintain, at its sole cost
and expense Customer Equipment which is technically compatible with the Service and the
Zayo network. Zayo shall have no obligation to install, maintain or repair any non-Zayo
Equipment including any Customer Equipment.
5. SERVICE REQUESTS AND DELIVERY.
5.1 Acceptance and Projected Service Activation Date. Within five (5) business
days of Zayo's acknowledgment of a Purchase Order for On -Net Services, or within two (2)
business days after Zayo's receipt of its Off -Net provider's projected service activation date
for Off -Net Services Zayo will notify Customer (in writing or electronically) of its acceptance
of the Purchase Order ("Purchase Order Acceptance"). Zayo may accept or reject any
submitted Purchase Order in its sole discretion pursuant to the terms of the underlying GSA
Schedule Contract, as applicable.
5.2 Firm Order Commitment Date. Within five (5) business days of Purchase
Order Acceptance for On -Net Services, Zayo shall notify Customer of the Firm Order
Commitment date by which Zayo intends to activate the Service and turn it over for
Customer's use ("FOC Date '). For Off -Net Services, Zayo shall notify Customer of the FOC
Date within two (2) business days after Zayo receives an installation date from its Third Party
Provider Customer may request a change to the FOC Date after Purchase Order Acceptance
but no later than fifteen (15) business days before the FOC Date by providing advance written
notice to Zayo, subject to the terms and conditions specified herein.
5.3 Service Activation. After Zayo has determined that the Service conforms to the
relevant Service Specifications, Zayo will notify Customer that the Service is activated, meets
the Service Specifications and is available for use by Customer ("Service Activation
Notice"). The "Service Activation Date' shall be the earlier of (i) the date on which
Customer begins using the Service for any purpose other than testing or (ii) the date that Zayo
has sent the Service Activation Notice to Customer Customer shall have two (2) days in
which to notify Zayo that it is rejecting the Service because the Service does not meet the
Service Specifications If Customer has notified Zayo within such two (2) day period that the
Service does not meet the Service Specifications, then Zayo shall take such steps reasonably
necessary to cause the Service to meet the Service Specifications, at which time Zayo shall
issue a new Service Activation Notice and the acceptance process above shall be repeated
Customer's failure or delay to test the Service or failure or delay to utilize the Service on or
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after the Service Activation Notice date shall not prevent Zayo from issuing an invoice to the
Customer for the Service.
5.4 Incrementally Delivered Services. Unless otherwise specified in a Purchase
Order, Zayo may incrementally deliver individual Services when ready, which may result in
different Service Activation Dates for such incrementally delivered Services. For multipoint
Services, Zayo may incrementally deliver Service to each Customer location when ready. The
Service Term for incrementally delivered multipoint Services shall begin on the Service
Activation Date of the first location and/or circuit delivered and shall end after the period
specified as the Service Term from the Service Activation Date of the last location and/or
circuit delivered. Unless otherwise set forth in a Purchase Order, the charges associated with a
delivered service will be based upon Section 1.2, additionally any Bandwidth Commitment for
an incrementally delivered service will be proportionally reduced to reflect the number of
locations incrementally delivered out of the total number of locations included under such
Bandwidth Commitment and Burst Bandwidth will be determined by using the level then in
effect as of the last day of each calendar month.
6. SERVICE LEVEL OBJECTIVES
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Cumulative Duration of
Service Level Failure(s)
>2hrsto4hrs.
>4 hrs to 8 hrs
>8 hrs. to 12 hrs.
> 12 hrs to 16 hrs
>16hrs to20hrs
>20 hrs to 24 hrs
>24 hrs
6.1
Service
Element
Service Availability Objectives for Ethernet and IP Services
Measuremen
t Timeframe
Description
Service Time that Service is available
Availabilit (i.e. unaffected by a Service
y Outage)
One (1)
Month
Service Outage Credit per Affected Service
Standard and/or Unprotected Services
>3.6hrs to 4hrs = 10% of Allocated MRC
(99.5% availability)
Plus 10% of Allocated MRC for each
additional full hour service is unavailable
Dedicated and/or Protected Services
>22min to lhr = 10% (99.95% availability) of
Allocated MRC
Plus 10% of Allocated MRC for each
additional full hour service is unavailable
6.2 Additional Service Element Objectives for IP and Ethernet Services
Service
Element
Measurement
Not to exceed the following values, as applicable
to the affected QoS Classes, for a sustained period
of two (2) or more hours:
Packet
Loss IP Transit or Basic QoS: 0.50%
Enhanced QoS: 0.40%
Preferred QoS: 0 30%
Critical QoS: 0 20%
Not to exceed the following values for a one way,
sustained period of two (2) or more hours:
Measurement Service Credit per
Timeframe Affected Service
Per Incident
Latency North America Metro (<300 fiber miles): 15 ms Per Incident
North America Intercity (>300 fiber miles): 45 ms
Europe: 15 ms
Trans -Atlantic: 80 ms
6.3 Packet Loss/Latency Service Credits
Service Credit - % of Allocated MRC for Affected Customer
Location(s)
See Packet
Loss/Latency Service
Credit Chart
See Packet
Loss/Latency Service
Credit Chart
Basic or
IP Transit
5%
10%
15%
20%
25%
30%
50%
Enhanced Preferred
10%
15%
20%
25%
30%
35%
50%
15%
20%
25%
30%
35%
40%
50%
Critical
20%
25%
30%
35%
40%
45%
50%
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7. SERVICE CREDITS FOR ON -NET SERVICES Zayo will issue Service Outage Credits and/or
Service Credits to Customer for On -Net circuits affected by interruptions in Service, including
Service Credits for Service Level Failures set forth above ("Service Outage"); provided, that any
such interruption or failure of a service element will not be deemed a Service Outage if caused by:
(a) any act or omission of the Customer or its End User Customers, or their representatives,
contractors agents, authorized invitees, successors or assigns, (b) the configuration, failure or
malfunction of non-Zayo equipment or systems; (c) scheduled maintenance or planned
enhancements or upgrades to Zayo's network; (d) Zayo not being given reasonable access to the
premises; (e) Customer exceeds the maximum capacity of a port connection or any other rate
limitation as set forth in the applicable Purchase Order; or (f) a Force Majeure Event as defined in
Federal Acquisition Regulation 52-212-4(0. Each of the events described in this Section 8 (a), (b),
(c), (d) (e) and (f) shall be deemed an "Excused Outage."
7.1 Service Outage Credit. In the event of a Service Outage not due to an Excused
Outage, Customer shall be entitled to one of the service credits set forth in Section 7 herein
("Service Outage Credit"). For any multipoint Service, the Allocated MRC shall be used for
purposes of calculating Service Outage Credit per the table in Section 7. For purposes of
determining the amount of a Service Outage Credit, the duration of a Service Outage begins
when Zayo records a trouble ticket number and ends when the Service is restored or not failing
to meet the Service Element Objectives in Section 7 ("Service Outage Duration"). Service
Outage Duration is applicable to specific affected circuits and shall not be aggregated among
circuits for purposes of determining Service Outage Credit. In the event of a Service Outage
during which Customer experiences multiple Service Element failures and/or Service Outages,
the Service Outage Credits for each affected Service Element shall not be aggregated; rather,
the Service Outage Credit shall be the greater of the Service Outage Credit applicable to any
individual Service Element or Availability in Section 7. The maximum Service Outage Credit
in a calendar month for any affected circuit shall not exceed 50% of the MRC for the affected
circuit.
8. ISSUANCE OF CREDITS. In order to receive Service Outage Credit, Customer must (a)
immediately report the Service Outage to the Zayo Network Control Center at (866) 236-2824 or
ncc(atzayo.com, and open a trouble ticket, and (b) make a written request for a credit within seven
(7) days following the end of the month in which the Service Outage occurred. Upon receipt of
Customer's request Zayo will investigate the claim under the terms described in this Service
Schedule. Credits will be granted only if Customer has afforded Zayo reasonable access to
Customer's premises for appropriate repairs, maintenance, testing and any other work in order to
remedy the cause of the Service Outage. The issuance of credits pursuant to this Section is Zayo's
sole obligation and Customer's sole remedy for any failure or non-performance of an Ethernet
Service or IP Service under this Agreement. Service credits shall be deducted from the charges
payable by Customer hereunder and shall be expressly indicated on the Customer invoice
9. THIRD PARTY SERVICES If Customer requests Services that require Zayo to procure Off Net
Services from a third party ("Third Party Provider") on behalf of Customer ("Third Party
Services"), Zayo agrees to provide such Third Party Services subject to the following, to which the
Customer acknowledges and agrees: (a) the Third Party Services will be provided by a Third Party
Provider; (d) the costs for the Third Party Service will be incorporated into the MRC and NRC set forth in
the applicable Purchase Order (e) if Zayo purchases Third Party Services pursuant to Third Party
Provider's applicable tariff under a separate executed Purchase Order, Customer is responsible for any
additional charges imposed on Zayo pursuant to Third Party Provider's applicable tariff; and (f) if the
Customer cancels or terminates any Service which includes a Third Party Service prior to the conclusion of
the Service Tenn or Service Renewal Term purchased by execution of a new GSA Purchase Order, then
Zayo may invoice the for cancellation and/or early termination charges that Zayo actually incurs for the
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cancellation or termination of such Third Party Services, to which the customer shall have the opportunity
ity
to review, plus any charges remaining under this Agreement.
ZAYO GROUP, LLC GSA CUSTOMER NAME
Signature: Signature:
Name. Name:
Title: Title:
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ZAYO GROUP SONET SERVICE SCHEDULE
MASTER SERVICES AGREEMENT
Customer Name
Customer.
This Sonet Services Schedule ("Service Schedule") is subject to, and made a part of, that Master Services
Agreement ("MSA') entered into between the undersigned Parties. Zayo owns and operates
telecommunications facilities and is in the business of providing certain telecommunications private line
services ("Private Lines ' or "Services') described herein. Capitalized terms not defined herein will
have the meaning ascribed to them in the MSA.
10. DEFINITIONS. The following additional definitions shall apply to Private Line Services:
10.1 Allocated MRC means a portion of a Monthly Recurring Charge allocated by circuit on a pro-rata basis.
10.2 Core Network is a network backbone route within the same metropolitan area between a Zayo POP or on -
net ILEC Central Office and another Zayo POP or on -net ILEC Central Office.
10.3 Costs mean any applicable cancellation, termination or other charges from Third Party Providers (as
defined below), charges for make ready work, permitting and engineering fees, building access or license
fees, special construction charges and/or capital equipment costs.
10.4 Local Network is defined as the network between a Zayo POP or on -net ILEC Central Office in a market
and the originating or terminating location of the Service.
10.5 Long Haul Network is an intercity route between a Zayo POP or on -net ILEC Central Office and another
Zayo POP or on -net ILEC Central Office in a different metropolitan area
10.6 On -Net is any Service which connects two locations to which Zayo is already providing the same type of
Service at the time of the GSA Customer Purchase Order ("Purchase Order") or is then providing Service,
provisioned entirely on Zayo facilities and does not include any Third Party Services (as defined below) or
special construction.
10.7 Off -Net is any Service which does not meet the definition of On -Net.
10.8 Point of Demarcation is the network interface point specified on a Purchase Order where Zayo hands off
Service to Customer.
10.9 Service Specifications means both the definitions and performance specifications of a Service detailed in
a Purchase Order.
10.10 Third Party Provider means a provider of a Third Party Service.
10.11 Third Party Service is a circuit or fiber optic infrastructure provided by a Third Party Provider that
enables an Off -Net Service.
10.12 Zayo POP refers to Zayo's point of presence at which Zayo provides interconnectivity to its network
routes and facilities.
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11. SERVICE DESCRIPTION. Private Line Services are TDM-based (time -division multiplexing)
services which provide the Customer with the transmission of synchronous serial data for
interconnection between two or more locations.
2.1. Service Configurations. Private Line Services are available in the following
configurations and may be configured as protected or unprotected circuits as described in
the MSA.
a) Point -to -Point Service connects two (2) end locations and the service terminated
at both locations is the same bandwidth
b) Hub/Tail Service aggregates multiple lower bandwidth Private Line Services to
one or more locations (tails) onto one higher bandwidth service terminating at
one location (hub).
c) Ring Service provides dedicated bandwidth over a ring architecture connecting
two or more add/drop multiplexer (ADM) node locations typically within one
metropolitan area. Ring Services may be configured to drop off sub -rate services
at any of the ADM node locations.
2.2. Service Bandwidth. Private Line Services are available in certain bandwidth options,
including, without limitation:
a) DS1 Private Line Service is a dedicated, high capacity, full duplex channel with a
line speed of 1.544 Mbps isochronous serial data having a line signal format of
either Alternate Mark Inversion (AMI) or bipolar 8 Zero Substitution (B8ZS) and
either Superframe (D4) or Extended Superframe formats DS1 Service has the
equivalent capacity of 24 Voice Grade (VG) services. AMI can support 24 each
56 Kbps channels and B8ZS can support 24 each 64 Kbps channels.
b) El Private Line Service is a dedicated, high capacity, full duplex channel with a
line speed of 2.048 Mbps isochronous serial data El Service has the equivalent
capacity of 32 Voice Grade (VG) services each with 64 Kbps channels.
c) DS3 Private Line Service is a dedicated, high capacity, full duplex channel with a
line speed of 44.736 Mbps isochronous serial data having a line code of bipolar
with three zero substitution (B3ZS) DS3 Service has the equivalent capacity of
28 DS1 services at 1 544 Mbps or 672 Voice Grade (VG) services at 56/64 Kbps.
d) M13 Multiplexing Private Line Service is a dedicated multiplexing service for
DS3 service providing 28 DS1 channels at 1.544 Mbps.
d) 0C3/STM1 Private Line Service is a high capacity channel for the full duplex,
synchronous, optical transmission of digital data based on the Synchronous
Optical Network (SONET) standard at a rate of 155.52 Mbps. 0C3 Service may
be configured as one OC3c (concatenated) or channelized / ` muxed" service.
f)
OC12/STM4 Private Line Service is a high capacity channel for the full duplex,
synchronous, optical transmission of digital data based on the Synchronous
Optical Network (SONET) standard at a rate of 622.08 Mbps. OC12 Service may
be configured as one OC12c (concatenated) or channehzed / ` muxed" service (a
combination of OC-n/STM-n and/or DS-x.
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g)
0C48/STM16 Private Line Service is a high capacity channel for the full duplex,
synchronous, optical transmission of digital data based on the Synchronous
Optical Network (SONET) standard at a rate of 2488.32 Mbps. 0C48 Service
may be configured as one OC48c (concatenated) or channelized / "muxed"
service (a combination of OC-n/STM-n and/or DS-x.
h) OC192/STM64 Private Line Service is a high capacity channel for the full
duplex, synchronous optical transmission of digital data based on the
Synchronous Optical Network (SONET) standard at a rate of 9953.28 Mbps.
OC192 Service may be configured as one OC192c (concatenated) or channelized
/ ` muxed" service (a combination of OC-n/STM-n and/or DS-x.
12. SERVICE REQUESTS AND DELIVERY
3.1. Purchase Order Acceptance and FOC Date. Within five (5) business days of Zayo's
acknowledgment of a submitted Purchase Order or within two (2) business days after Zayo's
receipt of a Third Party Provider's projected completion date for an Off -Net Service, Zayo
will notify Customer (in writing or electronically) of its acceptance of such Purchase Order
("Purchase Order Acceptance"). Zayo may accept or reject any submitted Purchase Order
in accordance with the terms of the underlying GSA Scheduled Contract, as applicable.
Unless otherwise provided in the Agreement, Customer's obligations specified in an accepted
Purchase Order are non -cancellable. Zayo will also provide a firm order commitment date
("FOC Date '), a date by which Zayo estimates it will turnover Service for Customer's use,
unless an FOC Date is already stated in a Purchase Order.
3.2. Changes to FOC Date. Customer may request a change to the FOC Date after Purchase
Order Acceptance but no later than fifteen (15) business days before the FOC Date by
providing advance written notice to Zayo, subject to the terms and conditions specified
herein. Customer may submit a request to extend the FOC Date on one occasion per
Purchase Order for a period of up to a maximum of thirty (30) days from the original FOC
Date
3.3. Service Activation After Zayo has determined that the Service conforms to the relevant
Service Specifications, Zayo will notify Customer that the Service is activated meets the
related Service Specifications and is available for use by Customer ("Service Activation
Notice"). The "Service Activation Date' shall be the earlier of (i) the date on which
Customer begins using the Service for any purpose other than testing or (ii) the date that Zayo
has sent the Service Activation Notice to Customer. Customer shall have two (2) days in
which to notify Zayo that it is rejecting the Service because the Service does not meet the
Service Specifications. If Customer has notified Zayo within such two (2) day period that the
Service does not meet the Service Specifications, then Zayo shall take such steps reasonably
necessary to cause the Service to meet the Service Specifications, at which time Zayo shall
issue a new Service Activation Notice and the acceptance process above shall be repeated
Customer's failure or delay to test the Service or failure or delay to utilize the Service on or
after the Service Activation Notice date shall not prevent Zayo from billing Customer for the
Service. The billing of any recurring charges pursuant to the terms of a Purchase Order shall
begin on the Service Activation Date and continue throughout the Service Term If the
Service Activation Date is delayed as a result of Customer s failure to meet its
responsibilities under the Agreement, the Service Activation Date will be deemed to occur as
of the FOC Date or the date that Zayo is ready to deliver the related Service, whichever is
later.
3.4. Incrementally Delivered Services. Customer acknowledges and agrees that, unless
specified in a Purchase Order, Zayo may incrementally deliver individual Services, when
ready, which may result in different Service Activation Dates and Terms for such
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incrementally delivered Services. Unless separately set forth in a Purchase Order, the charges
for incrementally delivered Services shall be determined on a pro rata basis.
4. EQUIPMENT AND INSTALLATION.
4.1. Zayo Equipment. Zayo, or its agent, may provide, install maintain, repair, operate and
control Zayo's equipment ("Zayo Equipment"). Zayo's Equipment shall remain the sole
and exclusive property of Zayo, and nothing contained herein shall give or convey to
Customer, or any other person, any right, title or interest whatsoever in Zayo's Equipment,
notwithstanding that it may be, or become, attached to, or embedded in, realty. Customer
shall not tamper with, remove or conceal any identifying plates, tags or labels identifying
Zayo's ownership interest in Zayo's Equipment. Customer shall not adjust align, attempt to
repair, relocate or remove Zayo's Equipment, except as expressly authorized in writing by
Zayo. Customer shall be responsible for any loss of or damage to Zayo's Equipment caused
by Customer's negligence, intentional acts, or unauthorized maintenance. Customer is
responsible to obtain rack space and power to support Zayo Equipment for the Service for the
duration of the Service Term. Unless specifically specified in a Purchase Order, Customer
shall be responsible for all third party cross -connections to Zayo Equipment and related costs.
4.2. Access and Customer Premises Obligations. Customer, is responsible for providing Zayo
with access to all Customer locations for purposes of installation, maintenance, repair and
removal of Zayo Equipment on Customer premises. For purposes of the preceding sentence,
"access ' shall include without limitation any necessary license(s) to access the building and
or property for the duration of the Service Term. Zayo shall provide reasonable notice
under the circumstances to Customer prior to entering Customer's point of presence to install,
maintain, repair or remove any of the Zayo Equipment. Customer will permit Zayo to install
software revisions released by the related third party equipment manufacturers. Customer will
provide a safe place to work and comply with all applicable laws regarding the working
conditions on the Customer premises.
4.3. Customer Equipment. Customer is responsible, at its sole cost and expense, for connecting
to the Point of Demarcation specified in the Purchase Order Equipment and service beyond
the Point of Demarcation and/or interconnection between Zayo's facilities and terminal
equipment and the wiring at the Point of Demarcation shall be the responsibility of Customer
("Customer Equipment"). Customer is responsible for procuring and maintaining Customer
Equipment which is technically compatible with the Service and the Zayo Network. Zayo
shall have no obligation to install, maintain or repair any non-Zayo Equipment including any
Customer Equipment.
5. PROTECTION OPTIONS Zayo Services are available with the following protection options
5.1 Protected Services. Private Line Services which are protected shall mean any
Service that includes a protection scheme that allows traffic to be re-routed in
the event of a fiber cut or equipment failure. In order for a Service to be
considered "Protected", all seven Purchase Order Detail items must match the
table below; otherwise, the Service will be deemed to be "Unprotected".
Purchase Order Details
Core Network Fiber Path Diversity
Core Network Protection
Diverse Laterals > 50 feet separation
Handoff
Private Line
Services
Yes or N/A
Yes or N/A
Yes
4-fiber
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Entrance Dual
Local Fiber Path Diversity Yes
Local Network Protection Yes
Example: A Service is ordered with "Yes ' for both Core Network Protection and Local
Network Protection, but "No ' is indicated for Core Network Fiber Path Diversity If an
outage occurs on the circuit the Service shall be deemed an Unprotected Service.
* Core Network Fiber Path Diversity indicates whether or not the ordered service will
have a diverse physical fiber route within the Core Network. Core Network Protection
indicates whether or not the ordered service has both a working and protection channel
within the core network which will be electronically switched in the event of a failure.
Local Network Fiber Path Diversity indicates whether or not the ordered service will
have a diverse physical fiber route within the local network(s) Local Network Protection
indicates whether or not the ordered service has both a working and protection channel
within the Local Network(s) which will be electronically switched in the event of a
failure.
6. SERVICE LEVEL OBJECTIVES
Service Protected Services Unprotected Services
Availability Objectives Availability Objectives
(as measured on a monthly (as measured on a monthly
basis) basis)
Private Line Services 99.999% 99.9%
OC-n/STM level
Private Line Services 99.99% 99.9%
DS1/DS3/E1
7. SERVICE OUTAGES
7.1. Service Outages. A service outage ("Service Outage') occurs when Customer
experiences complete break(s) in transmission measured from the first ten (10)
consecutive severely erred seconds ("SESs") on the affected Service until the first
ten (10) non-SESs which is known by Zayo. An SES is measured with a bit error
ratio of greater than or equal to 1 in 1000.
7.2. Excused Outages. A Service interruption will not be deemed a Service Outage if
Zayo's network is unavailable as a result of: (a) any act or omission of the Customer
or its end users, or its representatives, contractors, agents, authorized invitees,
successors or assigns, (b) the configuration, failure or malfunction of non-Zayo
equipment or systems; (c) any Service Outage caused by scheduled maintenance or
planned enhancements or upgrades to Zayo's network; (d) Zayo not being given
access to premises; or (e) a Force Majeure Event Each of the foregoing events shall
be deemed an "Excused Outage."
7.3. Service Outage Credit. Notwithstanding the Service Availability Objectives
outlined above, in the event of a Service Outage not due to an Excused Outage,
Customer shall be entitled to service outage credit per the table below ("Service
Outage Credit' ). For the purpose of measuring the Service Outage Credit, the
duration of a Service Outage begins when Zayo records a trouble ticket number and
ends when the Service is restored ("Service Outage Duration"). Service Outage
Duration is applicable to specific affected circuits and shall not be aggregated among
circuits for purposes of determining Service Outage Credit. The maximum Service
Outage Credit in a calendar month for any affected circuit shall not exceed 100% of
the MRC for the affected circuit.
I Service Service Outage Allowable Service Outage Credit
Duration
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Less than 1 hour
Between 1 and 4 hours
Protected Services
OC-n/STM Services Between 4 and 8 hours
Protected
DS1/El/DS3 Services
All Unprotected
Services
More than 8 hours
Less than 2 hours
Between 2 and 4 hours
Between 4 and 8 hours
More than 8 hours
Less than 4 hours
Between 4 and 8 hours
More than 8 hours
None
10% of Allocated
affected circuit
20% of Allocated
affected circuit
50% of Allocated
affected circuit
None
10% of Allocated
affected circuit
20% of Allocated
affected circuit
50% of Allocated
affected circuit
None
10% of Allocated
affected circuit
20% of Allocated
affected circuit
MRC for
MRC for
MRC for
MRC for
MRC for
MRC for
MRC for
MRC for
8. ISSUANCE OF CREDITS. In order to receive Service Outage Credit, Customer must (a)
immediately report the Service Outage to the Zayo Network Control Center at (866) 236-2824 or
ncc@zayo.com, and open a trouble ticket, and (b) make a written request for a credit within seven
(7) days following the end of the month in which the Service Outage occurred. Upon receipt of
Customer's request Zayo will investigate the claim under the terns described in this Service
Schedule. Credits will be granted only if Customer has afforded Zayo reasonable access to
Customer's premises for appropriate repairs maintenance, testing and any other work in order to
remedy the cause of the Service Outage. The issuance of credits pursuant to this Section is Zayo's
sole obligation and Customer's sole remedy for any failure or non-performance of Private Line
Service under this Agreement. Service credits shall be deducted from the charges payable by
Customer hereunder and shall be expressly indicated on the Customer invoice.
9. CHRONIC SERVICE OUTAGES For Protected On -Net Services, if Customer experiences
three (3) or more Service Outages on the same circuit each lasting more than thirty (30) minutes in
any thirty (30) day period, and the Service Outages are not Excused Outages, Customer may
terminate the impacted Services without any further liability to Zayo. For Unprotected On -Net
Services, if Customer experiences three (3) or more Service Outages on the same circuit each
lasting more than twelve (12) hours in any thirty (30) day period, and the Service Outages are not
Excused Outages, Customer may terminate the impacted Services without any further liability to
Zayo In order to exercise a right to terminate under this Section 9, Customer must notify Zayo in
writing that it is exercising its right under this Section 9 within thirty (30) days after the event
giving rise to a right of termination.
10. THIRD PARTY SERVICES. If Zayo purchases Third Party Services pursuant to a Third Party
Provider's applicable tariff under a separate executed Purchase Order, Customer is responsible for
any incremental charges imposed on Zayo based on changes to the Third Party Provider's
applicable tariff In the event Customer impermissibly cancels a Service enabled by Third Party
Services Zayo may invoice Customer any amounts charged by a Third Party Provider related to
such cancellation to the extent such amounts are unrecoverable by Zayo to which the customer shall
have the opportumty to review.
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11.
DATED this day of , 20 .
ZAYO GROUP, LLC Customer Name
Signature: Signature:
Name. Name:
Title: Title:
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ZAYO GROUP DARK FIBER SERVICE SCHEDULE
MASTER SERVICES AGREEMENT
Customer Name
Customer:
This Dark Fiber Services Schedule ("Service Schedule") is subject to, and made a part of, that Master
Services Agreement ("MSA') entered into between the undersigned Parties. Zayo owns and operates
telecommunications facilities and is in the business of leasing dark fiber optic strands within the Zayo
network ( Dark Fiber") ("Dark Fiber Services" or "Services' ). Capitalized terms not defined herein
will have the meaning ascribed to them in the MSA.
13. DEFINITIONS. The following additional definitions shall apply to Dark Fiber Services:
13.1 Allocated MRC means a portion of a Monthly Recurring Charge allocated by Segment on a pro-rata basis,
unless otherwise specified in a Service Order
13.2 Backbone means the primary Zayo cable(s) in a given metropolitan area or long -haul route. As used in a
metropolitan context, a backbone is typically a multi -ring fiber optic communication system connected to
the areas central offices, carrier hotels, points of presence and other telecommunications nodes. As used in
a long -haul context, a backbone is typically a point-to-point multi -cable route connecting
telecommunications nodes in two metropolitan areas. Both collect and carry telecommunications traffic
gathered from smaller lines that interconnect with it.
13.3 Costs mean any applicable cancellation, termination or other charges from a third party, charges for make
ready work, permitting and engineering fees, building access or license fees, special construction charges
and/or materials and equipment costs.
13.4 Customer Requirements shall have the meaning set forth in Section 4.2, below.
13.5 Demarcation Point is the network interface point specified on a Service Order where Zayo hands off
Service to Customer.
13.6 Estimated Delivery Date is the date or delivery interval, specified in a Service Order, in which Zayo
estimates the Dark Fiber Service to be available.
13.7 Lateral means a discrete fiber optic communication system Segment or spur owned by or acquired by
Zayo that branches off from the Backbone to a Customer Location.
13.8 On -Net is a location to which, at the time that a Service Order is placed, Zayo (i) has available Dark Fiber,
provisioned entirely on Zayo facilities (not including fiber optic infrastructure provided by a third -party
supplier or requiring special construction) and (ii) has the right to connect its Dark Fiber to Customer at a
designated termination point.
13.9 Off -Net is a location which does not meet the definition of On -Net.
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13.10 Service Specifications means both the definitions and performance specifications of a Service detailed
herein and in a Service Order.
13.11 Segment is a span of Dark Fiber between Locations specified in a Service Order.
13.12 Zayo POP refers to Zayo's point of presence at which Zayo provides interconnectivity to its network
routes and facilities.
14. GRANT OF LEASE. As of the Service Activation Date for any Dark Fiber ordered under a
Service Order, Zayo agrees to lease to Customer, and Customer agrees to lease from Zayo the
number of strands of Dark Fiber in the configuration described in the Service Order. Any
materials, equipment, fiber optic cable and other personal property shall remain Zayo s personal
property even if installed to the real property of the Customer. Customer acknowledges that it
has no option to purchase any part of the materials, equipment, fiber optic cable and other
personal property of Zayo installed between the Demarcation Points. Customer shall keep Zayo's
facilities and the Dark Fiber free from all hens, including but not limited to mechanics hens, and
encumbrances by reason of the use of the Dark Fiber by Customer. If Customer fails to pay, or
bring appropriate challenge to, any taxes, assessments, or other fees, and such failure results in
the imposition of a lien or encumbrance on the Dark Fiber or an assessment directly against Zayo,
Zayo shall have the right to pay the same and invoice the amount thereof to Customer. This right
is in addition to any other right provided to Zayo herein to remedy a breach of this Schedule
Customer shall be responsible for obtaining and maintaining any rights or licenses required for it
to lease use, occupy or operate the Dark Fiber.
15. SERVICE REQUESTS AND DELIVERY
5.1. Service Activation. After Zayo has determined that the Service conforms to the relevant
Service Specifications (including power and OTDR testing to verify performance
within industry standard for calculated budget loss) Zayo will notify Customer that the
Service is delivered, meets the related Service Specifications and is available for use by
Customer ( `Service Activation Notice"). The `Service Activation Date" shall be the
earlier of (i) the date on which Customer begins using the Service for any purpose other
than testing or (ii) the date that Zayo has sent the Service Activation Notice to Customer
Customer shall have fourteen (14) days in which to notify Zayo that it is rejecting the
Service that does not meet the Service Specifications If Customer has notified Zayo
within such fourteen (14) day period that the Service does not meet the Service
Specifications, and provided that such notification is legitimate, then Zayo shall take such
steps reasonably necessary to cause the Service to meet the Service Specifications, at
which time Zayo shall issue a new Service Activation Notice and the acceptance process
above shall be repeated. Customer's failure or delay to test the Service or failure or delay
to utilize the Service on or after the Service Activation Notice date shall not prevent Zayo
from billing Customer for the Service. The billing of any recurring charges shall begin
on the Service Activation Date and continue throughout the Service Term. If the Service
Activation Date is delayed as a result of Customer's failure to meet its responsibilities
under the Agreement including obtaining the necessary Customer Requirements, Zayo
may continue with the acceptance procedures to the extent possible and the Service
Activation Date will be deemed to occur as of the Estimated Delivery Date or the date
that Zayo is ready to deliver the related Service whichever is later.
5.2. Incrementally Delivered Segments. Unless otherwise specified in a Service Order,
Zayo may incrementally deliver individual Segments of a Service, when ready, which
may result in different Service Activation Dates for such incrementally delivered
Segments. The initial Service Term for each incrementally delivered Segment shall
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begin on its respective Service Activation Date and end after the period specified as the
Service Term from the Service Activation Date of the last Segment delivered. The
charge associated with a delivered Segment will be based on the Allocated MRC.
6. EQUIPMENT AND INSTALLATION
6.1. Access and Customer Premises Obligations. In support of Zayo meeting the Estimated
Delivery Date, Customer specifically acknowledges that Customer is responsible for all
work and Costs on the premise side of each Demarcation Point, including technically
compatible cross -connections In addition, Customer shall be responsible for securing all
rights and paying the related Costs to connect to the Demarcation Point and 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). All of the above, collectively, shall be referred to as
`Customer Requirements' . Customer acknowledges that any delay in Customer
providing such Customer Requirements may delay Zayo from completing work at any
location.
6.2. Zayo Facilities. Zayo, or its agent, may provide, install, maintain, repair, operate and
control Zayo's, conduit, fiber optic cable, fiber termination panels or any other equipment
("Zayo Facilities") If, on responding to a Customer initiated service call, Zayo
reasonably determines that the cause of the service deficiency was a failure, malfunction
or the inadequacy of facilities or equipment other than Zayo Facilities, Customer shall
compensate Zayo for actual time and materials expended during the service call and for
any work performed by Zayo on non-Zayo facilities.
7. USE OF SERVICE
7.1. Subject to the limitations set forth in this Schedule, Customer shall use the optical fiber
strands of the Service solely for lawful purposes. In no event whatsoever shall Customer
directly or indirectly transfer sell, assign, swap exchange, lease, sublease, license,
sublicense, resell or grant indefeasible or other rights of use in or to all or any part of the
optical fiber strands as 'dark fiber" as such term is commonly understood in the
telecommunications industry.
7.2. Except as expressly set forth herein, the lease does not include the right of Customer to
own, control, access, maintain, splice, adjust, align, cut, modify or revise the Dark Fiber.
Customer will not install any equipment to be used with the Service that damages or
interferes with Zayo network.
8. MAINTENANCE, RELOCATION AND ADJUSTMENTS
6.1. Maintenance. Zayo shall provide Routine Maintenance and Non -Routine Maintenance
as defined in and in accordance with Exhibit A.
DATED this _ DAY day of MONTH
.20 YR
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ZAYO GROUP, LLC Customer Name
Signature: Signature:
Name: Name:
Title: Title:
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Exhibit A of Exhibit E
Monitoring, Maintenance & Repair
1. Purpose. This Exhibit describes the policies and procedures Zayo utilizes to monitor and
maintain the Dark Fiber Service. Zayo shall ensure that the Dark Fiber Service is maintained
according to the specifications and procedures specified herein, through application of
commercially reasonable and accepted industry standards, and in accordance with manufacturers'
specifications. The purpose and result of monitoring and maintenance shall be to maintain (in the
case of routine maintenance), or restore (in the case of non -routine maintenance) the functionality
of the Dark Fiber Service.
2. Network Monitoring. Zayo's Network Operations Center ("NOC") proactively monitors its
network and performs cable and conduit maintenance and repair, on a twenty-four (24) hour per
day, seven (7) days per week basis (24x7). Zayo utilizes only qualified personnel, office services,
vehicles, and all tools and materials required for the safe and proper performance of network
monitoring, maintenance procedures and emergency restoration.
3. Routine Maintenance. Routine Maintenance is maintenance and repairs that Zayo deems
necessary to ensure proper functioning of the Zayo network, Zayo shall perform routine and
preventative maintenance, including route patrol and all cable and locate activities as a part of the
local ` Ca11 Before You Dig" program. Planned network maintenance that does or does not
potentially involve the disruption of functionality of the Dark Fiber Service is also considered
Routine Maintenance. The nature of such a planned Routine Maintenance activity is such that it
can be pre -scheduled so as to allow notification to Customer as appropriate. The Zayo NOC will
generally conduct such planned Routine Maintenance outside normal working hours anytime
between 12 00 AM to 6:00 AM (local time) seven (7) days a week. Zayo will provide Customer
with ten (10) business days prior notice of Routine Maintenance that is service affecting and five
(5) business days prior notice of Routine Maintenance that is not service affecting. All
maintenance other than Routine Maintenance as described above shall be deemed to be Non -
Routine Maintenance.
4. Non -Routine & Emergency Maintenance. Non -Routine Maintenance is maintenance that
restores the functionality of the Dark Fiber Services. For any Non -Routine and/or emergency
Maintenance (including but not limited to, repairs required due to cable cuts, fires, remodeling
work or other acts of third parties or Force Majeure events), Customer will first use commercially
reasonable efforts to determine that any disruption in the functionality of the Dark Fiber Service
is not on the Customer's side of the Demarcation Point After verifying that the problem is not on
Customer s side of the Demarcation Point, Customer shall open a Trouble Case for Technical
Support by contacting Zayo Customer Support at 1-866-236-2824, or mr@zayo.com. Escalation
procedures following opening of a Trouble Case are defined below.
5. Fiber Optic Cable Repair & Restoration. Following receipt of Customer's notification of a
Trouble Case, Zayo shall use its best efforts to respond on -site (if necessary) to the affected
location(s) within two (2) hours of the initial Trouble Case, provided Zayo has all necessary
access to the Customer Location(s), including Customer's Premises In the event of a cable
failure, Zayo shall use its best efforts to begin Service restoration within two (2) hours following
identification of such failure. Zayo shall use its best efforts to then restore the functionality of the
Dark Fiber Service no later than six (6) hours following initiation of restoration activities. During
an outage Zayo shall contact Customer on a regular basis to update the status of restoration.
Zayo is responsible for ensuring that the maintenance personnel are properly trained and
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otherwise qualified to perform the maintenance on the Services. Customer shall procure for Zayo
reasonable 24x7x365 access to Customer's Location(s) for purposes of both Routine and Non -
Routine Maintenance.
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ZAYO GROUP WAVELENGTH SERVICE SCHEDULE
Customer Name
MASTER SERVICES AGREEMENT
Customer:
This Wavelength Services Schedule (` Service Schedule") is subject to, and made a part of, that Master
Services Agreement ("MSA') entered into between the undersigned Parties. Zayo owns and operates
telecommunications facilities and is in the business of providing certain telecommunications wavelength
services ("Wavelengths' or 'Services') described herein. Capitalized terms not defined herein will
have the meaning ascribed to them in the MSA.
16. DEFINITIONS. The following additional definitions shall apply to Wavelength Services:
16.1 Allocated MRC means a portion of a Monthly Recurring Charge allocated by circuit on a pro-rata basis.
16.2 Core Network is a network backbone route within the same metropolitan area between a Zayo POP or on -
net ILEC Central Office and another Zayo POP or on -net ILEC Central Office.
16.3 Costs mean any applicable cancellation, termination or other charges from Third Party Providers (as
defined below), charges for make ready work, permitting and engineering fees, building access or license
fees, special construction charges and/or capital equipment costs.
16.4 Local Network is defined as the network between a Zayo POP or on -net ILEC Central Office in a market
and the originating or terminating location of the Service.
16.5 Long Haul Network is an intercity route between a Zayo POP or on -net ILEC Central Office and another
Zayo POP or on -net ILEC Central Office in a different metropolitan area
16.6 On -Net is any Service which connects two locations to which Zayo is already providing the same type of
Service at the time of the Service Order or is then providing Service, provisioned entirely on Zayo
facilities and does not include any Third Party Services (as defined below) or special construction.
16.7 Off -Net is any Service which does not meet the definition of On -Net.
16.8 Point of Demarcation is the network interface point specified on a Service Order where Zayo hands off
Service to Customer.
16.9 Service Specifications means both the definitions and performance specifications of a Service detailed in
a Service Order.
16.10 Third Party Provider means a provider of a Third Party Service.
16.11 Third Party Service is a circuit or fiber optic infrastructure provided by a Third Party Provider that
enables an Off -Net Service.
16.12 Zayo POP refers to Zayo's point of presence at which Zayo provides interconnectivity to its network
routes and facilities.
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17. SERVICE DESCRIPTION. Wavelength Services are bi-directional, point to point, optical
transport circuits enabled by wavelength division multiplexing (WDM) equipment. The
bandwidth for each ordered Wavelength will be stated in a Service Order. Wavelengths include,
without limitation, the following types.
(a) Basic Wave: Linear unprotected point to point transport between two (2) sites over a
shared optical fiber infrastructure
(b) Custom Wave: Point to point transport over shared optical fiber infrastructure which
may be configured as protected and/or diverse, and may include a defined path and/or
latency profile;
(c) Dedicated Wave: Point to point or multipoint transport over dedicated optical
infrastructure and dedicated Zayo Equipment at the Customer locations. A Dedicated
Wave may be configurable like Custom Wave and may accomodate variable growth
options.
18. SERVICE REQUESTS AND DELIVERY
8.1. Service Order Acceptance and FOC Date. Within five (5) business days of Zayo's
acknowledgment of a submitted Purchase Order or within two (2) business days after
Zayo's receipt of a Third Party Provider's projected completion date for an Off -Net
Service, Zayo will notify Customer (in writing or electronically) of its acceptance of such
Purchase Order (` Purchase Order Acceptance '). Zayo will also provide a firm order
commitment date ("FOC Date"), a date by which Zayo estimates it will turnover Service
for Customer's use, unless an FOC Date is already stated in a Service Order.
8.2. Changes to FOC Date. Customer may request a change to the FOC Date after Service
Order Acceptance but no later than fifteen (15) business days before the FOC Date by
providing advance written notice to Zayo, subject to the terms and conditions specified
herein. Customer may submit a request to extend the FOC Date on one occasion per
Service Order for a period of up to a maximum of thirty (30) days from the original FOC
Date.
8.3. Service Activation After Zayo has determined that the Service conforms to the relevant
Service Specifications, Zayo will notify Customer that the Service is activated meets the
related Service Specifications and is available for use by Customer ("Service Activation
Notice"). The "Service Activation Date" shall be the earlier of (i) the date on which
Customer begins using the Service for any purpose other than testing or (ii) the date that
Zayo has sent the Service Activation Notice to Customer. Customer shall have fourteen
(14) days 1n which to notify Zayo that it is rejecting the Service because the Service does
not meet the Service Specifications If Customer has notified Zayo within such fourteen
(14) day period that the Service does not meet the Service Specifications, then Zayo shall
take such steps reasonably necessary to cause the Service to meet the Service
Specifications, at which time Zayo shall issue a new Service Activation Notice and the
acceptance process above shall be repeated. Customer's failure or delay to test the
Service or failure or delay to utilize the Service on or after the Service Activation Notice
date shall not prevent Zayo from billing Customer for the Service. The billing of any
recurring charges shall begin on the Service Activation Date and continue throughout the
Service Term. If the Service Activation Date is delayed as a result of Customer's failure
to meet its responsibilities under the Agreement, the Service Activation Date will be
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deemed to occur as of the FOC Date or the date that Zayo is ready to deliver the related
Service, whichever is later.
8.4. Incrementally Delivered Services. Customer acknowledges and agrees that, unless
specified in a Service Order, Zayo may incrementally deliver individual Services, when
ready, which may result in different Service Activation Dates and Terms for such
incrementally delivered Services Unless separately set forth in a Service Order, the
charges for incrementally delivered Services shall be determined on a pro rata basis.
9. EQUIPMENT AND INSTALLATION.
9.1. Zayo Equipment. Zayo or its agent, may provide, install, maintain, repair, operate and
control Zayo's equipment ("Zayo Equipment"). Zayo's Equipment shall remain the sole
and exclusive property of Zayo, and nothing contained herein shall give or convey to
Customer, or any other person, any right, title or interest whatsoever in Zayo's
Equipment, notwithstanding that it may be, or become, attached to, or embedded in,
realty. Customer shall not tamper with, remove or conceal any identifying plates tags or
labels identifying Zayo's ownership interest in Zayo's Equipment. Customer shall not
adjust, align, attempt to repair, relocate or remove Zayo s Equipment, except as expressly
authorized in writing by Zayo. Customer at its sole cost and expense shall be required to
obtain rack space and power to support Zayo Equipment for the Service for the duration
of the Service Term. Unless specifically specified in a Service Order, Customer shall be
responsible for all third party cross -connections to Zayo Equipment and related costs.
9.2. Access and Customer Premises Obligations. Customer, at its sole cost and expense
and as long as Zayo complies with all of customer's security requirements shall provide
Zayo with access to all Customer locations for purposes of installation, maintenance,
repair and removal of Zayo Equipment on Customer premises For purposes of the
preceding sentence "access" shall include without limitation any necessary license(s) to
access the building and or property for the duration of the Service Term. Zayo shall
provide reasonable notice under the circumstances to Customer prior to entering
Customer's point of presence to install, maintain, repair or remove any of the Zayo
Equipment. Customer will permit Zayo to install software revisions released by the
related third party equipment manufacturers. Customer will provide a safe place to work
and comply with all applicable laws regarding the working conditions on the Customer
premises.
Customer Equipment. Customer is responsible, at its sole cost and expense, for connecting to
the Point of Demarcation specified in the Service Order. Equipment and service beyond the Point
of Demarcation and/or interconnection between Zayo's facilities and terminal equipment and the
wiring at the Point of Demarcation shall be the responsibility of Customer ("Customer
Equipment '). Customer must procure and maintain, at its sole cost and expense, Customer
Equipment which is technically compatible with the Service and the Zayo Network. Zayo shall
have no obligation to install, maintain or repair any non-Zayo Equipment, including any
Customer Equipment.
10. PROTECTION OPTIONS. Zayo Services are available with the following protection options:
5.2. Protected Services. Wavelength Services which are protected shall mean any Service
that includes a protection scheme that allows traffic to be re-routed in the event of a fiber
cut or equipment failure. In order for a Service to be considered "Protected" all seven
Service Order Detail items must match the table below otherwise the Service will be
deemed to be "Unprotected".
Service Order Details
Wavelength
Services
City of Fort Worth — Zayo Group, LLC — Execution Copy Professional Services Agreement - Technology
Rev. 11/6/2015
Core Network Fiber Path Diversity
Core Network Protection
Diverse Laterals > 50 feet separation
Handoff
Entrance
Local Fiber Path Diversity
Local Network Protection
Yes or N/A
Yes or N/A
Yes
2-fiber
Dual
Yes
Yes
Example: A Service is ordered with "Yes" for both Core Network Protection and Local
Network Protection, but "No" is indicated for Core Network Fiber Path Diversity. If an
outage occurs on the circuit the Service shall be deemed an Unprotected Service.
* Core Network Fiber Path Diversity indicates whether or not the ordered service will
have a diverse physical fiber route within the Core Network. Core Network Protection
indicates whether or not the ordered service has both a working and protection channel
within the core network which will be electronically switched in the event of a failure.
Local Network Fiber Path Diversity indicates whether or not the ordered service will
have a diverse physical fiber route within the local network(s) Local Network Protection
indicates whether or not the ordered service has both a working and protection channel
within the Local Network(s) which will be electronically switched in the event of a
failure. For the avoidance of doubt, a Service over the Long Haul Network with path
diversity with another Service over the Long Haul Network is not deemed to be a
Protected Service for purposes of this Section.
6. SERVICE LEVEL OBJECTIVES
Service
Wavelength Services
7. SERVICE OUTAGES
7.1.
Protected Services
Availability Objectives
(as measured on a monthly
basis)
99.999%
Unprotected Services
Availability Objectives
(as measured on a monthly
basis)
99.9%
Service Outages. A service outage ("Service Outage') occurs when Customer
experiences complete break(s) in transmission measured from the first ten (10)
consecutive severely erred seconds ("SESs") on the affected Service until the first ten
(10) non-SESs which is known by Zayo. An SES is measured with a bit error ratio of
greater than or equal to 1 in 1000.
7.2. Excused Outages A Service interruption will not be deemed a Service Outage if Zayo's
network is unavailable as a result of: (a) any act or omission of the Customer or its end
users, or its representatives, contractors, agents, authorized invitees successors or
assigns, (b) the configuration, failure or malfunction of non-Zayo equipment or systems;
(c) any Service Outage caused by scheduled maintenance or planned enhancements or
upgrades to Zayo's network; (d) Zayo not being given access to premises; or (e) a Force
Majeure Event. Each of the foregoing events shall be deemed an `Excused Outage."
7.3. Service Outage Credit. Notwithstanding the Service Availability Objectives outlined
above, in the event of a Service Outage not due to an Excused Outage, Customer shall be
entitled to service outage credit per the table below (` Service Outage Credit"). For the
purpose of measuring the Service Outage Credit, the duration of a Service Outage begins
City of Fort Worth — Zayo Group, LLC — Execution Copy Professional Services Agreement - Technology
Rev. 11/6/2015
when Zayo records a trouble ticket number and ends when the Service is restored
("Service Outage Duration"). Service Outage Duration is applicable to specific affected
circuits and shall not be aggregated among circuits for purposes of determining Service
Outage Credit. The maximum Service Outage Credit in a calendar month for any
affected circuit shall not exceed 100% of the MRC for the affected circuit.
Service
Protected Services
Unprotected Services
Service
Duration
Outage
Less than 2 hours
Between 2 and 4 hours
Between 4 and 8 hours
More than 8 hours
Less than 4 hours
Between 4 and 8 hours
More than 8 hours
Allowable Service Outage Credit
None
10% of Allocated MRC for
affected circuit
20% of Allocated MRC for
affected circuit
50% of Allocated MRC for
affected circuit
None
10% of Allocated MRC for
affected circuit
20% of Allocated MRC for
affected circuit
8. ISSUANCE OF CREDITS. In order to receive Service Outage Credit, Customer must (a)
immediately report the Service Outage to the Zayo Network Control Center at (866) 236-2824 or
ncc@zayo.com and open a trouble ticket, and (b) make a written request for a credit within seven
(7) days following the end of the month in which the Service Outage occurred Upon receipt of
Customer's request Zayo will investigate the claim under the terms described in this Service
Schedule. Credits will be granted only if Customer has afforded Zayo reasonable access to
Customer's premises for appropriate repairs maintenance, testing and any other work in order to
remedy the cause of the Service Outage. The issuance of credits pursuant to this Section is Zayo's
sole obligation and Customer's sole remedy for any failure or non-performance of Wavelength
Service under this Agreement. Service credits shall be deducted from the charges payable by
Customer hereunder and shall be expressly indicated on the Customer invoice.
9. CHRONIC SERVICE OUTAGES For Protected On -Net Services, if Customer experiences
three (3) or more Service Outages on the same circuit each lasting more than thirty (30) minutes in
any thirty (30) day period, and the Service Outages are not Excused Outages, Customer may
terminate the impacted Services without any further liability to Zayo. For Unprotected On -Net
Services, if Customer experiences three (3) or more Service Outages on the same circuit each
lasting more than twelve (12) hours in any thirty (30) day period, and the Service Outages are not
Excused Outages, Customer may terminate the impacted Services without any further liability to
Zayo. In order to exercise a right to terminate under this Section 9, Customer must notify Zayo in
writing that it is exercising its right under this Section 9 within thirty (30) days after the event
giving rise to a right of termination. Customer shall be deemed to have waived its right to
terminate under this Section 9 if it fails to provide the requisite notice of termination within such
thirty (30) day period.
City of Fort Worth — Zayo Group, LLC — Execution Copy Professional Services Agreement - Technology
Rev. 11/6/2015
10. THIRD PARTY SERVICES. If Zayo purchases Third Party Services pursuant to a Third Party
Provider's applicable tariff Customer is responsible for any incremental charges imposed on Zayo
based on changes to the Third Party Provider's applicable tariff and shall be ordered under a
separate Service Order. In the event Customer impermissibly cancels a Service enabled by Third
Party Services, Customer shall reimburse Zayo for any amounts charged by a Third Party Provider
related to such cancellation to the extent such amounts are unrecoverable by Zayo.
DATED this
day of , 20_
ZAYO GROUP, LLC Customer Name
Signature: Signature:
Name: Name.
Title: Title:
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MFR PART NO
DF-RN1YR
DF - MIN1YR
DF-INST1YR
DF-RM3YR
DF - MIN3YR
DF-1NST3YR
DF - RM5YR
DF - MIN5YR
DF - INST5YR
DF-RM10YR
DF - MIN10YR
DF - INST10YR
DF-RM15YR
DF - MIN15YR
DF - INST15YR
DF-RM20YR
DF - M1N20YR
DF - INST20YR
GSA Approved Pricing
DARK FIBER
DESCRIPTION
2-Dark Fibers per route mile MRC
Dark Fiber minimum MRC
Dark Fiber installation NRC
2-Dark Fibers per route mile MRC
Dark Fiber minimum MRC
Dark Fiber installation NRC
2-Dark Fibers per route mile MRC
Dark Fiber minimum MRC
Dark Fiber installation NRC
2-Dark Fibers per route mile MRC
Dark Fiber minimum MRC
Dark Fiber installation NRC
2-Dark Fibers per route mile MRC
Dark Fiber minimum MRC
Dark Fiber installation NRC
2-Dark Fibers per route mile MRC
Dark Fiber minimum MRC
Dark Fiber installation NRC
UOI
1 yr
1 yr
1 yr
3 yr
3 yr
3 yr
5 yr
5 yr
5yr
10yr
10yr
10yr
15 yr
15yr
15yr
20yr
20yr
20yr
GSA Price
$ 77.86
$ 7,786.40
$ 1,853.90
$ 57.42
$ 5,742.47
$ 1,853.90
$ 48.66
$ 4,866.50
$ 1,853.90
$ 47.69
$ 4,769.17
$ 1,390.43
$ 46.74
$ 4,673.79
$ 1,390.43
$ 45.80
$ 4,580.31
$ 1,390.43
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MFR PART NO
ETH-
PPPP 100M M
ETH-
PPPP 100MI
ETH- PPPP_1G_M
ETH- PPPP_1 G_I
ETH-
PPPM_ 100MM
ETH-
PPPM 100M I
ETH- PPPM_1G_M
ETH- PPPM_1 G_I
ETH-
PMPM 100M M
ETH-
PMPM 100M I
ETH-
PMPM 1G M
ETH- PMPM_I G_I
ETHERNET
DESCRIPTION
POP to POP; 100M; Metro *
POP to POP; 100M; Intercity *
POP to POP; 1G; Metro
POP to POP; 1G; Intercity
POP to Prem 100M; Metro *
POP to Prem; 100M; Intercity *
POP to Prem 1G; Metro
POP to Prem; 1G; Intercity
Prem to Prem 100M; Metro *
Prem to Prem; 100M; Intercity *
Prem to Prem 1 G; Metro
Prem to Prem; 1 G; Intercity
UOI
3yr
3yr
3 yr
3 yr
3yr
3yr
3yr
3 yr
3yr
3yr
Syr
3yr
GSA Price
$ 557.72
$ 726.74
$ 895.86
$ 1,164.62
$ 626.27
$ 882.62
$ 1,005.54
$ 1,338.77
$ 724.22
$ 941.07
$ 1,162.94
$ 1,512.08
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Professional Services Agreement - Technology
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IPT500
IPT 1000
IPT1500
IPT2000
IPT2500
IPT3000
IPT3500
IPT4000
IPT4500
IPT5000
IPT5500
IPT6000
IPT6500
IPT7000
IPT7500
IPT8000
IPT8500
IPT9000
IPT9500
IPT10000
DIA100
DIA500
DIA1000
DESCRIPTION
100 Mbps IP Transit
500 Mbps IP Transit
1000 Mbps IP Transit
1500 Mbps IP Transit
2000 Mbps IP Transit
2500 Mbps IP Transit
3000 Mbps IP Transit
3500 Mbps IP Transit
4000 Mbps IP Transit
4500 Mbps IP Transit
5000 Mbps 11) Transit
5500 Mbps IP Transit
6000 Mbps IP Transit
6500 Mbps IP Transit
7000 Mbps IP Transit
7500 Mbps IP Transit
8000 Mbps IP Transit
8500 Mbps IP Transit
9000 Mbps IP Transit
9500 Mbps IP Transit
10000 Mbps IP Transit
100 Mbps Dedicated Internet
500 Mbps Dedicated Internet
1000 Mbps Dedicated
Internet
IP PRICING
lyr
$ 687
$ 1,718
$ 2,864
$ 3,150
$ 3,465
$ 3,811
$ 4,193
$ 4,612
$ 5,073
$ 5,580
$ 6,138
$ 6,752
$ 7,427
$ 8,170
$ 8,987
$ 9,886
$10,875
$11,962
$13,158
$14,474
$15,921
$ 974
$ 2,520
$ 3,436
2yr
$ 625
$ 1,562
$ 2,603
$ 2,864
$ 3,150
$ 3,465
$ 3,811
$ 4,193
$ 4,612
$ 5,073
$ 5,580
$ 6,138
$ 6,752
$ 7,427
$ 8,170
$ 8,987
$ 9,886
$10,875
$11,962
$13,158
$14,474
$ 885
$ 2,291
$ 3,124
GSA Price
3yr
5yr
$ 568 $ 511
$ 1,420
$ 2,367
$ 2,603
$ 2,864
$ 3,150
$ 3,465
$ 3,811
$ 4,193
$ 4,612
$ 5,073
$ 5,580
$ 6,138
$ 6,752
$ 7,427
$ 8,170
$ 8,987
$ 9,886
$ 10,875
$ 11,962
$ 13,158
$ 805
$ 2,083
$ 2,840
$ 1,278
$ 2,130
$ 2,343
$ 2,577
$ 2,835
$ 3,118
$ 3,430
$ 3,773
$ 4,151
$ 4,566
$ 5,022
$ 5,525
$ 6,077
$ 6,685
$ 7,353
$ 8,089
$ 8,897
$ 9,787
$10,766
$11,842
$ 724
$ 1,874
$ 2,556
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Rev. 11/6/2015
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DESCRIPTION
DIA1500 1500 Mbps
Internet
DIA2000
DIA2500
DIA3000
DIA3500
DIA4000
DIA4500
DIA5000
DIA5500
DIA6000
DIA6500
DIA7000
DIA7500
DIA8000
DIA8500
DIA9000
DIA9500
DIA10000
2000 Mbps
Internet
2500 Mbps
Internet
3000 Mbps
Internet
3500 Mbps
Internet
4000 Mbps
Internet
4500 Mbps
Internet
5000 Mbps
Internet
Dedicated
Dedicated
Dedicated
Dedicated
Dedicated
Dedicated
Dedicated
Dedicated
lyr
$ 3,849
$ 4,311
$ 4,828
$ 5,407
$ 6,056
$ 6,783
$ 7,597
$ 8,508
5500 Mbps Dedicated $ 9,529
Internet
6000 Mbps Dedicated $10,482
Internet
6500 Mbps
Internet
7000 Mbps
Internet
7500 Mbps
Internet
8000 Mbps
Internet
8500 Mbps
Internet
9000 Mbps
Internet
9500 Mbps
Internet
10000 Mbps
Internet
Dedicated
Dedicated
Dedicated
Dedicated
Dedicated
Dedicated
Dedicated
Dedicated
$11,321
$12,226
$13,205
$14,261
$15,402
$16,634
$17,965
$19,402
2yr
$ 3,499
$ 3,919
$ 4,389
$ 4,916
$ 5,505
$ 6,166
$ 6,906
$ 7,735
$ 8,663
$ 9,529
$10,292
$11,115
$12,004
$12,964
$14,002
$15,122
$16,331
$17,63 8
GSA Price
3yr
$ 3,181
$ 3,562
$ 3,990
$ 4,469
$ 5,005
$ 5,606
$ 6,278
$ 7,032
$ 7,875
$ 8,663
$ 9,356
$ 10,104
$ 10,913
$ 11,786
$ 12,729
$ 13,747
$ 14,847
$ 16,035
5yr
$ 2,863
$ 3,206
$ 3,591
$ 4,022
$ 4,504
$ 5,045
$ 5,650
$ 6,328
$ 7,088
$ 7,797
$ 8,420
$ 9,094
$ 9,822
$10,607
$11,456
$12,372
$13,362
$14,431
IP Transit: provides multiservice ports available only in designated Zayo IP Points of Presence ("POP(s)")
Dedicated Internet Access (DIA) from Zayo leverages the company's global IP backbone and deep metro footprint
to deliver connectivity between customer locations and the Internet.
City of Fort Worth - Zayo Group, LLC - Execution Copy
Professional Services Agreement - Technology
Rev. 11/6/2015
Zavo IP Points of Presence
Arizona
Phoenix, 120 E Van Buren St
Phoenix, 3110 N Central Ave
Phoenix, 3402 E University Dr
Phoenix, 615 N 48th St
California
El Segundo, 1920 E Maple Ave
El Segundo, 2260 E El Segundo Blvd
El Segundo, 445 N Douglas St
Hayward, 25070 O'Neil Ave
Irvine, 17222 Von Karman Ave
Los Angeles, 1 Wilshire Blvd
Los Angeles, 530 W 6th St
Los Angeles, 600 W 7th St
Los Angeles, 624 S Grand Ave
Los Angeles, 626 Wilshire Blvd
Oakland, 720 2nd St
Palo Alto, 529 Bryant St
Sacramento, 1107 9th St
San Francisco, 200 Paul Ave
San Francisco, 365 Main St
San Jose, 11 Great Oaks Blvd
San Jose, 150 S 1st St
San Jose, 1735 Lundy Ave
Santa Clara, 1350 Duane Ave
Santa Clara, 1700 Richard Ave
Santa Clara, 2807 Mission College
Blvd
Sunnyvale, 255 Caspian Dr
Colorado
Denver 4300 Brighton Blvd
Denver 639 E 18th Ave
Denver 910 15th St
Henderson, 10475 E 112th Ave
Connecticut
Stamford, 10 Riverbend Dr
District of Columbia
Washington, 2100 M St NW
Florida
Miami, 50 NE 9th St
Georgia
Atlanta, 56 Marietta St NW
Atlanta, 1033 Jefferson St
Atlanta, 180 Peachtree St NW
Atlanta, 250 Williams St NW
Lithia Springs, 375 Riverside Pkwy
Illinois
Chicago, 350 E Cermak Rd
Chicago, 111 N Canal St
Chicago, 5201 N Rose St
Chicago, 600 S Federal St
Chicago, 700 S Federal St
Chicago, 601 W Polk St
Elk Grove Village, 1905 Lunt Ave
Mount Prospect, 800 E Business Ctr
Dr
Oak Brook, 1808 Swift Dr
Oak Brook, 810 Jorie Blvd
Indiana
Indianapolis, 701 W Henry St
Massachusetts
Boston, 1 Summer St
Maryland
Baltimore, 1401 Russell St
Baltimore, 300 W Lexington St
Michigan
Lansing, 240 E South St
Minnesota
Minneapolis, 10300 6th Ave
Minneapolis, 511 11th Ave S
Missouri
Kansas City, 324 E 11th St
Montana
Laurel, 711 Lindy Ln
North Carolina
Charlotte, 10105 David Taylor Dr
New Jersey
Newark, 165 Halsey St
Parsippany, 200 Webro Rd
Piscataway, 101 Possumtown Rd
Piscataway, 3 Corporate PI
Secaucus, 275 Hartz Way
Weehawken, 300 Boulevard E
Nevada
Las Vegas, 7135 S Decatur Blvd
New York
New York, 111 8th Ave
New York, 60 Hudson St
New York, 150 E 57th St
New York, 25 Broadway
New York, 75 Broad St
Ohio
Cleveland, 1525 Rockwell Ave
Oregon
Portland, 830 NE Holladay St
Portland, 921 SW Washington St
Pennsylvania
Allentown, 827 Hausman Rd
Harrisburg, 210 Pine St
Philadelphia, 401 N Broad St
Philadelphia, 4775 League Island Blvd
Pittsburgh, 2500 Allegheny Center
Mall
Tennessee
Memphis, 7620 Appling Center Dr
Nashville, 209 10th Ave S
Texas
Austin, 1011 San Jacinto Blvd
Austin, 1122 Colorado St
Austin, 4100 Smith School Rd
Dallas, 1950 N Stemmons Fwy
Dallas, 13645 Omega Rd
Dallas, 2323 Bryan St
Dallas, 400 S Akard St
Fort Worth, 307 W 7th St
Houston, 12085 N Freeway
Houston, 1301 Fannin St
Houston, 4201 Southwest Fwy
Houston, 5150 Westway Park Blvd
Irving, 2233 E Grauwyler Rd
Lewisville, 2501 S State Hwy 121
Utah
Salt Lake City, 161 Regent St
Salt Lake City, 179 E Social Hall Ave
Virginia
Ashburn, 21715 Filigree Ct
Ashburn, 21635 Red Rum Dr
Chantilly, 14120 Newbrook Dr
Culpeper, 18155 Technology Dr
Reston, 12100 Sunrise Valley Dr
Reston, 1807 Michael Faraday Ct
Vienna, 7990 Science Applications Ct
Vienna, 8100 Boone Blvd
Washington
Seattle, 2001 6th Ave
Seattle, 140 4th Ave N
Seattle, 3311 S 120th PI
City of Fort Worth — Zayo Group, LLC — Execution Copy
Professional Services Agreement - Technology
Rev. 11/6/2015
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SN-DSO3MA
SN-DSO3IA
SN-DSO3MB
SN-DSO3IB
SN-OCO3MA
SN-OCO3IA
SN-OCO3MB
SN-OCO3IB
SN-OC 12MA
SN-OC 12IA
SN-OC 12MB
SN-OCO31B
DESCRIPTION UOI
Point -to -Point DS-3 (Metro) - Market Tier 1, 2
Point -to -Point DS-3 (Inter City / Regional) - Market
Tier 1 2
Point -to -Point DS-3 (Metro) - Market Tier 3, 4, 5
3 yr
3yr
3 yr
Point -to -Point DS-3 (Inter City / Regional) - Market 3 yr
Tier 3, 4, 5
Point -to -Point OC-3 (Metro) - Market Tier 1, 2 3 yr
Point -to -Point OC-3 (Inter City / Regional) - Market
Tier 1 2
Point -to -Point OC-3 (Metro) - Market Tier 3, 4, 5
Point -to -Point OC-3 (Inter City / Regional) - Market
Tier 3, 4, 5
Point -to -Point OC-12 (Metro) - Market Tier 1, 2
Point -to -Point OC-12 (Inter City / Regional) Market Tier 1, 2
Point -to -Point OC-12 (Metro) - Market Tier 3, 4, 5
Point -to -Point OC-12 (Inter City / Regional) Market Tier 3, 4, 5
3 yr
3 yr
3 yr
3 yr
3yr
3yr
3 yr
GSA Price
$ 225.07
$ 322.16
$ 449.40
$ 642.84
$ 449.40
$ 642.84
$ 899.54
$ 1,285.68
$ 1,019.43
$ 1,456.32
$ 2,040.32
$ 2,914.85
NOTES:
1) Above pricing is monthly (MRC). For a 3 year term commitment, the installation / non -recurring charges
(NRC) would be $0.
2) DS-1 / E-1, OC-48 / STM-16 & OC-192 / STM 64 pricing is "ICB".
3) Dedicated, multi -node OC-n ring pricing is ' ICB"
4) Metro vs. Regional Pricing can be determined by LATA (i.e., an A Loc / Z Loc combination within the same
LATA = ' Metro" pricing table applies; an A Loc / Z Loc combination between two different LATA's =
Regional" pricing table applies).
5) The Standard SONET Pricing outlined, above, is for Unprotected , Point -to -Point, Private Line service between
A Loc and Z Loc combinations that are existing, On -Net / SONET-enabled locations on the Zayo network. To
the extent that a requested A Loc and/or Z Loc is not an existing, On -Net / SONET-enabled location (as
determined through use of the acccompanying Zayo On -Net Building List) the standard pricing, above would
not apply, but would be ' ICB" based on the needed construction costs that Zayo would need to incur to augment
the Zayo network to support any such SONET service request. In these instances, the Customer should contact
their assigned Zayo Sales Manager to request a price quote. Also, additional fees for multiplexing /
channelization, third -party CFA and the like are not included in the pricing, above, and could result in
additional charges if required to be provided by Zayo on behalf of the Customer.
6) To the extent that a requested service is provisioned on an existing Zayo protected SONET system, the
requested service provided by Zayo will by default, be SONET protected For specific requests for protected
SONET service whereby Zayo knows that the needed incremental investment to support such a protected
service is not supported by the list pricing, above, Zayo will inform the Customer accordingly, and ICB pricing
will be provided.
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WAVES-PTP-36-
R-1000
WAVES-PTP-60-
R-1000
WAVES-PTP-36-
MW-1000
WAVES-PTP-60-
MW-1000
WAVES-PTP-36-
ME-1000
WAVES-PTP-60-
ME-1000
WAVES-PTP-36-
MC-1000
WAVES-PTP-60-
MC-1000
WAVES-PTP-36-
EW-1000
WAVES-PTP-60-
EW-1000
WAVES-PTP-36-
CW-1000
WAVES-PTP-60-
CW-1000
WAVES-PTP-36-
CE-1000
WAVES-PTP-60-
CE-1000
WAVELENGTHS
DESCRIPTION
UOI
1G Wavelengths - Within Region 1G, Point -to -Point 3 year
Wavelength with Zayo defined route. Zayo POP
(Point of Presence) to Zayo POP
1G Wavelengths - Within Region 1G, Point -to -Point 5 year
Wavelength with Zayo defined route. Zayo POP
(Point of Presence) to Zayo POP
1G Wavelengths - Mtn to West 1G, Point -to -Point 3 year
Wavelength with Zayo defined route. Zayo POP
(Point of Presence) to Zayo POP
1G Wavelengths - Mtn to West 1G, Point -to -Point 5 year
Wavelength with Zayo defined route. Zayo POP
(Point of Presence) to Zayo POP
1G Wavelengths - Mtn to East 1G, Point -to -Point 3 year
Wavelength with Zayo defined route. Zayo POP
(Point of Presence) to Zayo POP
1G Wavelengths - Mtn to East 1 G, Point -to -Point 5 year
Wavelength with Zayo defined route. Zayo POP
(Point of Presence) to Zayo POP
1G Wavelengths - Mtn to Central 1G, Point -to -Point 3 year
Wavelength with Zayo defined route. Zayo POP
(Point of Presence) to Zayo POP
1G Wavelengths - Mtn to Central 1G, Point -to -Point 5 year
Wavelength with Zayo defined route. Zayo POP
(Point of Presence) to Zayo POP
1G Wavelengths - East to West 1G, Point -to -Point 3 year
Wavelength with Zayo defined route. Zayo POP
(Point of Presence) to Zayo POP
1G Wavelengths - East to West 1 G, Point -to -Point 5 year
Wavelength with Zayo defined route. Zayo POP
(Point of Presence) to Zayo POP
1G Wavelengths - Central to West 1G, Point -to- 3 year
Point Wavelength with Zayo defined route. Zayo
POP (Point of Presence) to Zayo POP
1G Wavelengths - Central to West 1 G, Point -to- 5 year
Point Wavelength with Zayo defined route. Zayo
POP (Point of Presence) to Zayo POP
1G Wavelengths - Central to East 1G, Point -to -Point 3 year
Wavelength with Zayo defined route. Zayo POP
(Point of Presence) to Zayo POP
1G Wavelengths - Central to East 1G, Point -to -Point 5 year
Wavelength with Zayo defined route. Zayo POP
(Point of Presence) to Zayo POP
GSA Price
$1,346.68
$1,037.77
$1,834.19
$1,448.05
$2,123.80
$1,834.19
$1,834.19
$1,448.05
$2,413.41
$2,172.07
$1,399.78
$1,182.57
$2,413.41
$2,172.07
City of Fort Worth — Zayo Group, LLC — Execution Copy Professional Services Agreement - Technology
Rev. 11/6/2015
SIN MFR PART NO DESCRIPTION UOI GSA Price
WAVES-PTP-36- 10G Wavelengths - Within Region 10G, Point -to- 3 year $2,172.07
R-10000 Point Wavelength with Zayo defined route. Zayo
132-52 POP (Point of Presence) to Zayo POP
WAVES-PTP-60- 10G Wavelengths - Within Region 10G, Point -to- 5 year $1,872.81
R-10000 Point Wavelength with Zayo defined route. Zayo
132-52 POP (Point of Presence) to Zayo POP
WAVES-PTP-36- 10G Wavelengths - Mtn to West 10G, Point -to -Point 3 year $2,896.10
MW-10000 Wavelength with Zayo defined route. Zayo POP
132-52 (Point of Presence) to Zayo POP
WAVES-PTP-60- 10G Wavelengths - Mtn to West 10G, Point -to -Point 5 year $2,606.49
MW-10000 Wavelength with Zayo defined route. Zayo POP
132-52 (Point of Presence) to Zayo POP
WAVES-PTP-36- 10G Wavelengths - Mtn to East 10G, Point -to -Point 3 year $3,378.78
ME-10000 Wavelength with Zayo defined route. Zayo POP
132-52 (Point of Presence) to Zayo POP
WAVES-PTP-60- 10G Wavelengths - Mtn to East 10G, Point -to -Point 5 year $2,992.63
ME-10000 Wavelength with Zayo defined route. Zayo POP
132-52 (Point of Presence) to Zayo POP
WAVES-PTP-36- 10G Wavelengths - Mtn to Central 10G, Point -to- 3 year $2,896.10
MC-10000 Point Wavelength with Zayo defined route. Zayo
132-52 POP (Point of Presence) to Zayo POP
WAVES-PTP-60- 10G Wavelengths - Mtn to Central 10G, Point -to- 5 year $2,606.49
MC-10000 Point Wavelength with Zayo defined route. Zayo
132-52 POP (Point of Presence) to Zayo POP
WAVES-PTP-36- 10G Wavelengths - East to West 10G, Point -to -Point 3 year $3,620.12
EW-10000 Wavelength with Zayo defined route. Zayo POP
132-52 (Point of Presence) to Zayo POP
WAVES-PTP-60- 10G Wavelengths - East to West 10G, Point -to -Point 5 year $3,330.51
EW-10000 Wavelength with Zayo defined route. Zayo POP
132-52 (Point of Presence) to Zayo POP
WAVES-PTP-36- 10G Wavelengths - Central to West 10G, Point -to- 3 year $2,847.83
CW-10000 Point Wavelength with Zayo defined route. Zayo
132-52 POP (Point of Presence) to Zayo POP
WAVES-PTP-60- 10G Wavelengths - Central to West 10G, Point -to- 5 year $2,582.35
CW-10000 Point Wavelength with Zayo defined route. Zayo
132-52 POP (Point of Presence) to Zayo POP
WAVES-PTP-36- 10G Wavelengths - Central to East 10G, Point -to- 3 year $2,847.83
CE-10000 Point Wavelength with Zayo defined route. Zayo
132-52 POP (Point of Presence) to Zayo POP
WAVES-PTP-60- 10G Wavelengths - Central to East 10G, Point -to- 5 year $2,582.35
CE-10000 Point Wavelength with Zayo defined route. Zayo
132-52 POP (Point of Presence) to Zayo POP
City of Fort Worth — Zayo Group, LLC — Execution Copy Professional Services Agreement - Technology
Rev. 11/6/2015
100G
Wavelengths
Pricing
60 month
term
Address
21691 Filigree Court
56 Marietta Street
1011 San Jacinto
350 E Cermak/700 Federal
1950 Stemmons
910 15th St
1095 Doniphan Park Cir
1301 Fannin Street
711 Lindy Lane
• Wilshire Blvd / 600 W 7th 5
7620 Appling Center Dr
SO NE 9th Street
511 11th Ave 5
1021 14th St
650 Poydras St
1118th Ave
165 Halsey
401 N Broad
615 N 48th St
1107 9th 5t
5035 Harold Gatty
200 S Paul
L 1 Great Oaks / 55 5 Market
2001 W 6th Ave
422 W Riverside Ave
2100 M Street
100 GB WAVELENGTHS
GSA Pricing
Pricing Tier
A
B
C
D
1000 Pricing
Ashburn
Atlanta
Austin
Chicago
Dallas
Denver
El Paso
Houston
Laurel
Los Angeles
Memphis
Miami
Minneapolis
Modesto
New Orleans
New York
Newark
Philadelphia
Phoenix
Sacramento
Salt lake City
San Fran
San Jose
Seattle
Spokane
Washington
MRC
$ 18,388
$ 13,791
$ 11,492
$ 9,194
Ash Atl Aus Chi Dal Dvr ELP Hou Lau LA Mem Mia Min
NA B B B B A A B A A B B B
B NA C B C I A B I C A A A D A
B C NA B D B C D A 8 B B A
B B B NA B 8 B B B A C A D
B C D B NA B D D A B B B A
A A B B B NA C B A B B A B
A B C 8 D C NA 8 A C B A A
B C D B D B B NA A B C B B
A A A B A A A A NA A A B C
A A B A B B C B A NA A A A D
B A B C B B B C A A NA A B A
B D B A B A A B A A A NA A A
B A A D A 8 A B C A B A NA A
A A A A A B 8 A B D A A A NA
B B C B C A B D NA A D B B A
D C B B B A A B A A B B B A
D C B B B A A B A A B 6 B A
D C B B B A A B A A B B B A
A A B A B B D B A C A A A C
A A A A A B B A B C A A A D
A A A B B D B A A C A A A B
A A A A A B B A B C A A A D
A A A A A B B A A D A A A 0
A A A A A B A A C B A A B B
A A A A A B A A C B A A B B
D B B B B A A B A A B B B A
Mod
A
A
A
A
A
8
B
A
B
NO NYC
8 D
B C
C B
B 8
C B
A A
B A
D 8
NA A
A A
D B
B B
6 B
A A
NA B
B
A
B
8
A
A
A
A
A
A
B
NA
NA
D
A
A
A
A
A
A
A
D
Ni
D
C
B
B
8
A
A
B
A
A
B
8
B
A
A
NA
NA
D
A
A
A
A
A
A
A
D
PA
D
C
B
B
B
A
A
B
A
A
B
8
8
A
B
D
D
NA
A
A
A
A
A
A
A
D
City of Fort Worth — 72yo Group, LLC — Execution Copy
Professional Services Agreement - Technology
Rev. 11/6/2015