Agenda Item No. 10
CITY COUNCIL STAFF REPORT
TO: Honorable Mayor and City Council DATE: March 28, 2022 FROM: Matthew Bronson, City Manager
PREPARED BY: Kristin Eriksson, Deputy City Manager
David Hale, City Attorney
SUBJECT: License Agreement with Radiate Holdco, LLC for Use of Communications Conduit for Citywide Fiber Optic Broadband Expansion
RECOMMENDATION
Approve an agreement with Radiate Holdco, LLC on behalf of itself and its affiliates and Astound Business Solutions, LLC and Digital West Networks, Inc., for an initial ten-year term for the City to provide a non-exclusive license to use shared conduit in common with the City and an exclusive license for Astound single-user conduit for citywide fiber optic broadband in exchange for payment of annual license fees to the City.
BACKGROUND
In 2016, the City entered into an agreement with Digital West Networks, Inc. (Digital West) to install a fiber optic broadband system in industrial and commercial areas of the city, as shown in Exhibit A of Attachment 1 (Agreement). The system was designed to provide broadband service to businesses in these areas through a public/private partnership with the City funding and constructing the conduit and Digital West installing the fiber. This agreement was developed after many years of work related to fiber broadband in the city including adoption of a Technology Master Plan in 2010 that recommended development of a municipal broadband network as part of the City’s Economic Development Strategy. Implementation strategies from this plan included the partnership with Digital West along with a funding agreement with the County of San Luis Obispo for fiber broadband service to County-owned facilities on South 16th Street.
Construction of this fiber broadband system began in 2018 with service beginning in 2019. Digital West operates the system and the City currently receives 5.1% of customer revenues for use of the system through the existing agreement. The City has worked with the South County Chambers of Commerce and Digital West on marketing the fiber broadband system to local businesses though the market penetration has been slow to date and the City only receives approximately $1,000 annually in revenues. However, the system was instrumental in the Chamber’s establishment of the new co-work and business incubator space on Front Street as the building housing the co-work space is directly connected to the system.
In 2021, Digital West was acquired by the sixth largest cable provider in the country, Astound Broadband, LLC (Astound), which is an affiliate of Radiate Holdco, LLC. Astound is now seeking to expand their broadband fiber service citywide to both businesses and residences. Digital West has proposed a project to provide an alternative internet service provider to most residential and commercial lots within the city which would make Grover Beach the first city on the Central Coast with such service available from Digital West. Digital West will use the existing shared conduit Staff Report: License Agreement for Use of Communications Conduit Page 2 March 28, 2022
from the City’s prior agreement and will install its own single-use conduit in other areas of the city, as shown in Exhibit B of Attachment 1.
The expansion of fiber optic cable will provide long-distance, high-performance data networking, and telecommunications throughout the city. Compared to wired cables or copper cables found in telephone lines, fiber optic cables provide higher bandwidth and transmit data over longer distances. Fiber optic cables can provide high speed internet at speeds up to and beyond 1 gigabyte per second. Typically, these speeds are 100 times faster than a standard cable internet connection, and up to 200 times faster than a DSL connection. Digital West proposes to utilize existing utility poles to add fiber optic lines adjacent to other telecommunication infrastructure within existing easements along with undergrounding in areas where this is required consistent with other utility lines.
The Planning Commission approved a Coastal Development Permit for this proposed project on March 1, 2022 as required in areas within the City’s Coastal Zone while the project in the remainder of the city only requires an Encroachment Permit issued by staff. Digital West/Astound and staff negotiated an agreement for the City to grant the licenses for an initial 10-year term, with two possible 10-year extensions. In exchange for the licenses, Digital West will pay annual license fees of $2,291.25 for the shared conduit and $6,840 for the Astound single-use conduit based on a square footage cost consistent with Digital West/Astound agreements in other cities. Astound will be responsible for maintenance of their fiber, while the City will maintain responsibility for the City’s already-installed conduit.
Upon Council approval, staff will finalize and execute the agreement with Digital West. Work is anticipated to begin this fiscal year and will be completed in two phases; the first will connect 1,791 homes and 128 additional businesses and the second will connect 2,917 homes and 649 additional businesses. The project will offer a significant enhancement in internet connectivity for both residents and businesses within the city. This project is an example of work underway to expand fiber broadband service throughout the county and the City is engaged in related countywide discussions.
FISCAL IMPACT
Approval of the agreement with Radiate Holdco, LLC will provide the City with annual license fee revenue of $9,131.25.
ALTERNATIVES
The Council has the following alternatives to consider:
1. Approve an agreement with Radiate Holdco, LLC on behalf of itself and its affiliates and Astound Business Solutions, LLC and Digital West Networks, Inc., for an initial ten-year term for the City to provide a non-exclusive license to use shared conduit in common with the City and an exclusive license for Astound single-user conduit in exchange for payment of annual license fees to the City to expand fiber optic broadband in the City.; or
2. Do not approve the agreement; or
3. Provide alternative direction to staff.
PUBLIC NOTIFICATION
The agenda was posted in accordance with the Brown Act.
Staff Report: License Agreement for Use of Communications Conduit Page 3 March 28, 2022
ATTACHMENTS
1. Agreement
AGREEMENT FOR USE OF COMMUNICATIONS CONDUIT pg. 1
City of Grover Beach / Radiate Holdco, LLC / Digital West Networks, Inc. / Astound Broadband, LLC 03/18/2022
AGREEMENT FOR USE OF COMMUNICATIONS CONDUIT
This AGREEMENT FOR USE OF COMMUNICATIONS CONDUIT (this “Agreement”) is made and entered into as of this ____ day of , 2022 (the “Effective Date”), by and among the CITY OF GROVER BEACH, a California municipal corporation (“City”), RADIATE HOLDCO, LLC, a Delaware limited liability company (“Radiate”), DIGITAL WEST NETWORKS, INC., a California corporation (“Digital West”), and ASTOUND BROADBAND, LLC, a Washington limited liability company (“Astound WA,” and, together with Radiate and Digital West, “Astound”).
Each of Astound and City may be referred to in this Agreement as a “Party,” and together as the “Parties.” With respect to either Party, the term “Affiliate” shall mean any person who directly or indirectly controls, is controlled by, or is under common control with that Party. Radiate, Digital West and Astound WA are Affiliates of one other.
BACKGROUND
A. Astound owns and operates a fiber optic communications network (the “Astound Network”) used by Astound to provide communications services to its customers, including Internet access, Ethernet transport, IP transit, wavelengths, dark fiber, VoIP, video and related services.
B. The City owns certain existing communications conduit that is installed in various locations within the City of Grover Beach, California.
C. The City and Digital West are the parties to that certain Conduit Lease Agreement dated June 23, 2017 (the “Old Contract”), pursuant to which the City permitted Digital West to use certain portions of the City’s communications conduit.
D. In January of 2021, Digital West was acquired by the Radiate family of companies.
E. Astound is preparing to significantly expand its network infrastructure within the City of Grover Beach. In connection with that impending expansion, Astound and the City now desire to terminate the Old Contract and replace it with this Agreement.
F. Pertinent to this Agreement, the City owns two (2) distinct categories of installed communications conduit:
(i) The “Shared Conduit,” which consists of approximately 5875 linear feet of communications conduit that generally varies in size from approximately 1 ½ inches to approximately 4 inches in diameter, in which no innerducts are presently installed, and which, as of the Effective Date of this Agreement contains within it both fiber optic cable(s) belonging to the City and fiber optic cable(s) belonging to Astound. A map depicting the approximate locations in which the Shared Conduit is installed is attached to this Agreement as Exhibit A.
(ii) The “Single User Conduits,” which consist of approximately 9120 linear feet of five (5) separate, individual communications conduits, each of which generally varies in size from approximately 1 ½ inches in diameter to approximately 2 inches in diameter, that were installed at the same time along the same route. A map depicting the approximate locations in which the Single User Conduits are installed is attached to this Agreement as Exhibit B. As of the Effective Date of this Agreement the Single User Conduits are being used as follows:
(a) One (1) of the Single User Conduits is being used by the City for the installation of fiber optic cable(s) belonging to the City (the “City Single User Conduit”); DocuSign Envelope ID: A0169468-20BC-425A-82CA-D49D326FB2A4 Attachment 1
AGREEMENT FOR USE OF COMMUNICATIONS CONDUIT pg. 2
City of Grover Beach / Radiate Holdco, LLC / Digital West Networks, Inc. / Astound Broadband, LLC 03/18/2022 (b) One (1) of the Single User Conduits is being used by Astound for the installation of fiber optic cable(s) belonging to Astound (the “Astound Single User Conduit”); (c) One (1) of the Single User Conduits is being used by the County of San Luis Obispo (the “County Single User Conduit”); and
(d) The two (2) remaining Single User Conduits are currently empty and unused (the “Vacant Single User Conduits”).
G. Pursuant to this Agreement, the City shall grant Astound (i) a non-exclusive license to continue using the Shared Conduit in common with the City, and (ii) an exclusive license to continue using the Astound Single User Conduit.
H. In exchange for the rights granted by the City, Astound shall provide the City with the following:
(i) Payment of an annual license fee in the amount of $0.39 / per linear foot for use of the Shared Conduit, for a total annual payment in the amount of Two Thousand Two Hundred Ninety-One and 25/100 Dollars ($2,291.25) (5,875 linear feet of conduit x $0.39 / per linear foot = $2,291.25) (the “Shared Conduit License Fee”);
(ii) Payment of an annual license fee in the amount of $0.75 / per linear foot for use of the Astound Single User Conduit, for a total annual payment in the amount of Six Thousand Eight Hundred Forty and No/100 Dollars ($6,840.00) (9,120 linear feet of conduit x $0.75 / per linear foot = $6,840.00) (the “Single User Conduit License Fee”);
(iii) Perform all operations and maintenance services with respect to the Shared Conduit at no cost to the City;
(iv) Perform all operations and maintenance services with respect to the City fiber located within the Shared Conduit at no cost to the City;
(v) Perform all operations and maintenance services with respect to the City Single User Conduit at no cost to the City;
(vi) Perform all operations and maintenance services with respect to the City’s fiber located within the City Single User Conduit at no cost to the City; and
(vii) Perform all operations and maintenance services with respect to the Astound Single User Conduit at no cost to the City.
I. The City and Astound now desire to enter into this Agreement to accomplish the foregoing, all as more fully described and in accordance with the terms and conditions set forth below.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Astound and City agree as follows:
DocuSign Envelope ID: A0169468-20BC-425A-82CA-D49D326FB2A4 AGREEMENT FOR USE OF COMMUNICATIONS CONDUIT pg. 3
City of Grover Beach / Radiate Holdco, LLC / Digital West Networks, Inc. / Astound Broadband, LLC 03/18/2022 ARTICLE 1: TERMINATION OF OLD CONTRACT
As of the Effective Date of this Agreement, the Old Contract is terminated and shall have no further force or effect. The Old Contract is replaced in all respects by the terms and conditions set forth in this Agreement.
ARTICLE 2: EQUIPMENT
2.1 Equipment. “Equipment” means network components including, but not limited to, any gateway or edge electronic device, antenna, node, concentrator, bridge, receiver, transmitter, transceiver, router, switch, hub or communications lines/cables, and associated software.
2.2 Astound Equipment. Any Equipment provided by Astound in connection with this Agreement shall be referred to as the “Astound Equipment.” Except as expressly provided to the contrary elsewhere in this Agreement, throughout the Term, the Astound Equipment shall remain the property of Astound and Astound shall be responsible for all maintenance and repair of the Astound Equipment. Neither the City nor any third party acting under the City’s authority will relocate, modify, tamper with, attempt to repair or otherwise interfere with the Astound Equipment.
2.3 City Equipment. Any Equipment provided by the City in connection with this Agreement shall be referred to as the “City Equipment.” Except as expressly provided to the contrary elsewhere in this Agreement, throughout the Term, the City Equipment shall remain the property of the City and the City shall be responsible for all maintenance and repair of the City Equipment. Neither Astound nor any third party acting under Astound’s authority will relocate, modify, tamper with, attempt to repair or otherwise interfere with the City Equipment.
ARTICLE 3: GRANT OF LICENSE TO USE SHARED CONDUIT
3.1 Grant of Shared Conduit License. Beginning on the Effective Date of this Agreement and continuing through the expiration or earlier termination of the Term, the City grants Astound a non-exclusive license to use the Shared Conduit in common with the City for purposes of installing, removing, maintaining, replacing, upgrading and operating Astound’s fiber optic cables and related communications and networking Equipment (the “Shared Conduit License”). The Shared Conduit License includes the right to access the Shared Conduit at all existing access points (e.g., existing manholes, hand holes, vaults, etc.), as well as the right to install additional access points in the future, subject to normal permitting and approval processes. The Shared Conduit License does not include the right to move, re-arrange or otherwise relocate the installed location of the Shared Conduit, except with the advance written consent of the City or in connection with a relocation as described in Article 7 below.
3.2 Annual Shared Conduit License Fee. As set forth in Recital G(i) above, Astound shall pay the City an annual license fee for use of the Shared Conduit in the amount of $0.39 / per linear foot of the Shared Conduit. For purposes of this Agreement, the Parties agree the Shared Conduit consists of 5,875 linear feet, which results in an annual license fee of Two Thousand Two Hundred Ninety-One and 25/100 Dollars ($2,291.25). For the first year of the Term, Astound shall pay the Shared Conduit License Fee to the City within sixty (60) days following the Effective Date of this Agreement. In all subsequent years, Astound shall pay the Shared Conduit License Fee to the City within thirty (30) days following the anniversary of the Effective Date.
3.3 Increase of Annual Shared Conduit License Fee During Extended Terms. As set forth in Article 5 below, Astound shall have two (2) options to extend this Agreement, each of which shall be for an extended term of ten (10) years. If Astound exercises its First Extension Option, then the Shared Conduit License Fee shall be increased by fifteen percent (15%) for the First Extended Term. Fifteen percent (15%) of $0.39 is $0.0585. Accordingly, rounded to the nearest cent, the Shared Conduit License Fee for the First Extended Term (if any) will be $0.45 / per linear foot. If Astound exercises its Second Extension Option, then the Shared Conduit License Fee shall again be increased by fifteen percent (15%) for the Second Extended Term. Fifteen percent (15%) of $0.45 is $0.0675.
DocuSign Envelope ID: A0169468-20BC-425A-82CA-D49D326FB2A4 AGREEMENT FOR USE OF COMMUNICATIONS CONDUIT pg. 4
City of Grover Beach / Radiate Holdco, LLC / Digital West Networks, Inc. / Astound Broadband, LLC 03/18/2022 Accordingly, rounded to the nearest cent, the Shared Conduit License Fee for the Second Extended Term (if any) will be $0.52 / per linear foot.
3.4 Joint Use of Shared Conduit. As joint users of a shared resource, Astound and the City each agree to reasonably cooperate with one another in their respective uses of the Shared Conduit, with the objective of minimizing any disruption to either Party’s use of same. Such cooperation shall include (without limitation) each Party providing the other Party with reasonable advance notice of any work that is likely to interfere with the other Party’s equipment or facilities installed within the Shared Conduit, and using commercially reasonable efforts to mutually agree upon dates and times for the performance of such work.
3.5 Maintenance of Shared Conduit. During the Term, all routine, scheduled and emergency unscheduled maintenance of the Shared Conduit shall be performed by Astound, as set forth in Article 6 below.
ARTICLE 4: GRANT OF LICENSE TO USE ASTOUND SINGLE USER CONDUIT
4.1 Grant of Single User Conduit License. Beginning on the Effective Date of this Agreement and continuing through the expiration or earlier termination of the Term, the City grants Astound an exclusive license to use the Astound Single User Conduit for purposes of installing, removing, maintaining, replacing, upgrading and operating Astound’s fiber optic cables and related communications and networking Equipment (the “Single User Conduit License”). The Single User Conduit License includes the right to access the Astound Single User Conduit at all existing access points (e.g., existing manholes, hand holes, vaults, etc.), as well as the right to install additional access points in the future, subject to normal permitting and approval processes. The Single User Conduit License does not include the right to move, re-arrange or otherwise relocate the installed location of the Astound Single User Conduit, except with the advance written consent of the City or in connection with a relocation as described in Article 7 below.
4.2 Annual Single User Conduit License Fee. As set forth in Recital G(ii) above, Astound shall pay the City an annual license fee for use of the Astound Single User Conduit in the amount of $0.75 / per linear foot of the Astound Single User Conduit. For purposes of this Agreement, the Parties agree the Astound Single User Conduit consists of 9,120 linear feet, which results in an annual license fee of Six Thousand Eight Hundred Forty and No/100 Dollars ($6,840.00). For the first year of the Term, Astound shall pay the Single User Conduit License Fee to the City within sixty (60) days following the Effective Date of this Agreement. In all subsequent years, Astound shall pay the Single User Conduit License Fee to the City within thirty (30) days following the anniversary of the Effective Date.
4.3 Increase of Annual Single User Conduit License Fee During Extended Terms. As set forth in Article 5 below, Astound shall have two (2) options to extend this Agreement, each of which shall be for an extended term of ten (10) years. If Astound exercises its First Extension Option, then the Single User Conduit License Fee shall be increased by fifteen percent (15%) for the First Extended Term. Fifteen percent (15%) of $0.75 is $0.1125.
Accordingly, rounded to the nearest cent, the Single User Conduit License Fee for the First Extended Term (if any) will be $0.86 / per linear foot. If Astound exercises its Second Extension Option, then the Single User Conduit License Fee shall again be increased by fifteen percent (15%) for the Second Extended Term. Fifteen percent (15%) of $0.86 is $0.129. Accordingly, rounded to the nearest cent, the Shared Conduit License Fee for the Second Extended Term (if any) will be $0.99 / per linear foot.
4.4 Maintenance of Astound Single User Conduit. During the Term, all routine, scheduled and emergency unscheduled maintenance of the Astound Single User Conduit shall be performed by Astound, as set forth in Article 6 below.
DocuSign Envelope ID: A0169468-20BC-425A-82CA-D49D326FB2A4 AGREEMENT FOR USE OF COMMUNICATIONS CONDUIT pg. 5
City of Grover Beach / Radiate Holdco, LLC / Digital West Networks, Inc. / Astound Broadband, LLC 03/18/2022 ARTICLE 5: TERM
5.1 Term. The total length of time this Agreement is in effect shall be referred to as the “Term” of this Agreement.
5.2 Initial Term. The initial term (“Initial Term”) of this Agreement shall be for ten (10) years, beginning on the Effective Date and expiring on the date that is one day prior to the tenth (10 th) anniversary of the Effective Date.
5.3 Extension Options. There shall be two (2) extension options available to Astound (the “First Extension Option,” and the “Second Extension Option,” respectively), each of which shall be for a period of ten (10) years (the “First Extended Term,” and the “Second Extended Term,” respectively). (a) First Extension Option. Upon the expiration of the Initial Term, unless Astound has given the City no less than thirty (30) days’ advance written notice that Astound is electing to forego its First Extension Option and allow the Agreement to terminate at the end of the Initial Term, the First Extension Option shall automatically take effect. In such event, the First Extended Term shall begin on the tenth (10th) anniversary of the Effective Date. As set forth in Section 3.3 and Section 4.3 above, the Shared Conduit License Fee and the Single User Conduit License Fee shall both automatically increase at the beginning of the First Extended Term. The First Extended Term shall expire one day prior to the twentieth (20
th) anniversary of the Effective Date.
(b) Second Extension Option. If the First Extended Term occurs, then, upon the expiration of the First Extended Term, unless Astound has given the City no less than thirty (30) days’ advance written notice that Astound is electing to forego its Second Extension Option and allow the Agreement to terminate at the end of the First Extended Term, the Second Extension Option shall automatically take effect. In such event, the Second Extended Term shall begin on the twentieth (20th) anniversary of the Effective Date. As set forth in Section 3.3 and Section 4.3 above, the Shared Conduit License Fee and the Single User Conduit License Fee shall both automatically increase at the beginning of the Second Extended Term. The Second Extended Term shall expire one day prior to the thirtieth (30th) anniversary of the Effective Date.
5.4 Option to Purchase Astound Single User Conduit. Upon the expiration of the Term, Astound shall have the option to purchase the Astound Single User Conduit from the City in exchange for a one-time payment in the amount of Three Hundred Eighty Thousand and No/100 Dollars ($380,000.00) (the “Astound Single User Conduit Purchase Option”). To exercise the Astound Single User Conduit Purchase Option, Astound shall deliver written notice of exercise to the City no later than sixty (60) days following the expiration date. Title to the Astound Single User Conduit shall automatically transfer to Astound upon Astound’s payment of the purchase price to the City and the execution of a purchase agreement mutually agreeable to both parties.
5.5 Effect of Expiration. Upon the expiration or earlier termination of this Agreement, the Shared Conduit License and the Single User Conduit License shall each expire. All rights to use the Shared Conduit shall revert to the City. Unless Astound exercises the Astound Single User Conduit Purchase Option, all rights to use the Astound Single User Conduit shall revert to the City . Astound’s obligations, set forth in Article 6 below, to perform maintenance and repair with respect to the Shared Conduit, the City’s fiber installed within the Shared Conduit, the Astound Single User Conduit, the City Single User Conduit and the City’s fiber installed within the City Single User Conduit shall expire and Astound shall have no further obligation with respect to same. With respect to (i) Astound’s fiber and related Equipment installed within the Shared Conduit, and (ii) unless Astound exercises the Astound Single User Conduit Purchase Option, Astound’s fiber and related Equipment installed within the Astound Single User Conduit, Astound shall have the option, within ninety (90) days following the expiration or earlier termination of this Agreement, to remove same from the Shared Conduit and/or the Astound Single User Conduit, as applicable. At the end of said ninety (90) day period, any fiber, Equipment, and/or other personal property belonging to Astound that remains in the Shared Conduit and/or the Astound Single User Conduit (if Astound has DocuSign Envelope ID: A0169468-20BC-425A-82CA-D49D326FB2A4 AGREEMENT FOR USE OF COMMUNICATIONS CONDUIT pg. 6
City of Grover Beach / Radiate Holdco, LLC / Digital West Networks, Inc. / Astound Broadband, LLC 03/18/2022 not exercised the Astound Single User Conduit Purchase Option) shall be deemed abandoned and automatically become the property of the City.
ARTICLE 6: ASTOUND’S MAINTENANCE AND REPAIR OBLIGATIONS
6.1 In General. As partial consideration for the Shared Conduit License and the Single User Conduit License, at all times during the Term, Astound shall be responsible for performing both routine, scheduled maintenance and emergency maintenance and repair for all of the following: (i) the Shared Conduit; (ii) the City’s fiber installed within the Shared Conduit; (iii) the City Single User Conduit; (iv) the City’s fiber installed within the City Single User Conduit; and (v) the Astound Single User Conduit and Astound fiber installed within the Astound Single User Conduit. Except for maintenance or repairs necessitated due to the City’s negligence or intentional misconduct, for which the City shall reimburse Astound, all such maintenance and repair shall be performed at Astound’s sole cost and expense. The scope of Astound’s maintenance and repair obligations is outlined below.
6.2 Routine Scheduled Maintenance and Repair. During the Term, Astound shall perform the same type, frequency and quality of regular, routine scheduled maintenance and repair with respect to the Shared Conduit, the City Single User Conduit and the Astound Single User Conduit that Astound performs with respect to Astound’s own communications conduit systems, which shall not materially deviate from industry standards. Such routine maintenance and repair shall include, by way of example only, (i) patrol of the conduit routes on a regularly scheduled basis, (ii) maintenance of a “call-before-you-dig” program and performance of all related locates associated with same, (iii) having qualified representatives on site any time Astound has reasonable advance knowledge that another person or entity is engaging in construction activities or otherwise excavating within five (5) feet of the conduit at issue, and (iv) repair or replacement of any damage to the conduit at issue. Should the City identify a need for maintenance, the City shall promptly report same to Astound so that Astound may perform same. Any scheduled maintenance that is reasonably expected to result in signal discontinuity shall be coordinated between the Parties and conducted at a mutually convenient date and time. Generally, such work should be scheduled to occur after 12:00 a.m. and before 6:00 a.m. local time. The City acknowledges and agrees that as long as routine maintenance is regularly performed with respect to communications conduit, there typically are no routine maintenance activities needed with respect to the fiber that is installed within such communications conduit.
6.3 Emergency Maintenance and Repair. During the Term, Astound shall perform any necessary emergency or other unscheduled maintenance activities with respect to all of the following (i) the Shared Conduit; (ii) the City’s fiber installed within the Shared Conduit; (iii) the City Single User Conduit; (iv) the City’s fiber installed within the City Single User Conduit; and (v) the Astound Single User Conduit. Astound’s network operations center is staffed twenty-four (24) hours per day, seven (7) days per week to accept notifications from the City regarding any problems with the aforementioned conduit and/or the aforementioned City fiber. (a) Emergency Maintenance and Repair of Conduit. The Parties agree that Astound’s priority in the event of damage to any of the conduit or fiber described in Section 6.3 above is the repair of signal discontinuity in damaged or cut active fibers. Accordingly, if conduit is damaged, but the fiber within the conduit is not damaged and is not in immediate danger of becoming damaged, Astound shall use commercially reasonable efforts to repair or replace the damaged conduit as soon as reasonably feasible, but such work may be performed during normal business hours and will receive a lower priority than maintenance or repair involving signal discontinuity. (b) Emergency Maintenance and Repair of Fiber. If the City’s fiber described in Section 6.3 above is damaged or in imminent danger of suffering damage, Astound shall immediately commence repair and restoration of same and complete said repair and restoration as soon as possible. In the event of damage to the City’s fibers, Astound shall use reasonable efforts to have its personnel at the site requiring emergency maintenance within four (4) hours after Astound becomes aware of the need for emergency maintenance. Astound shall use reasonable efforts to repair traffic-affecting fiber discontinuity within eight (8) hours after Astound’s maintenance personnel DocuSign Envelope ID: A0169468-20BC-425A-82CA-D49D326FB2A4 AGREEMENT FOR USE OF COMMUNICATIONS CONDUIT pg. 7
City of Grover Beach / Radiate Holdco, LLC / Digital West Networks, Inc. / Astound Broadband, LLC 03/18/2022 arrive at the problem site. Periods of Excused Outage shall be excluded from the timelines set forth above. The term “Excused Outage” means any disruption to or unavailability of the City’s fibers that is caused by or due to any one or more of the following: (i) Force Majeure Events, (ii) the acts or omissions of City personnel or the City’s agents, contractors, or end users, (iii) the failure or malfunction of Equipment not belonging to Astound, (iv) Astound’s inability, due to no fault on the part of Astound, to access the location of the fiber cut, or (v) other causes beyond the reasonable control of Astound. Astound shall provide the City with regular status updates during the restoration process. Restoration of inactive fibers not immediately required for service shall be completed on a mutually agreed-upon schedule. Astound’s representatives that are responsible for initial restoration of a cut fiber optic cable shall carry on their vehicles the typical appropriate equipment that would enable a temporary splice, with the objective of restoring operating capability in as little time as possible.
6.4 Other Work Involving the Conduit. To facilitate Astound’s ability to maintain the communications conduit described in Section 6.1 above in good condition and repair, during the Term of this Agreement, Astound shall perform any and all other work involving said conduit, at Astound’s then-current hourly rates for such work. By way of example only, if the City desires to install additional fiber optic cable within the Shared Conduit or the City Single User Conduit, the City shall notify Astound and Astound shall perform the installation work. As an additional example, should the City desire to install an additional vault through which the Shared Conduit or the City Single User Conduit will be routed, the City shall notify Astound and Astound shall perform the installation work. The City shall pay Astound’s invoices for the costs of such additional work within sixty (60) days of receiving same.
6.5 Manner of Performance. Astound will perform all construction, installation, maintenance and repair work under this Agreement in a safe manner consistent with generally accepted installation standards in the communications industry, and in such a way as to reasonably minimize interference with the operation and use of the property on which the conduit at issue is installed. Prior to performing any construction or installation work involving the conduit, Astound will obtain any necessary federal, state and local permits, licenses and approvals. Astound shall not allow any materialman’s or mechanic’s liens to attach to the conduit or to any other property belonging to the City. After completing any maintenance or repair work on the conduit, Astound shall repair and restore any damage caused by Astound to the property, street, sidewalk, curbs, landscaping or other impacted areas, to the condition existing immediately prior to Astound's maintenance or repair work, reasonable wear and tear excepted.
6.6 Use of Contractors. The City expressly understands and agrees that Astound may use contractors to perform some or all of the work described in this Agreement. Astound shall be fully liable for the actions of its contractors.
ARTICLE 7: RELOCATION
The Parties recognize that, at one or more times during the Term, one or more portions of the Shared Conduit, the City Single User Conduit and/or the Astound Single User Conduit may need to be relocated, under any of the following circumstances: (i) the City is required to relocate the conduit by a third party with the legal authority to so require; or (ii)the City requires that the conduit be relocated. Should any of the foregoing occur, Astound shall, unless otherwise directed by the City, perform the desired or required relocation. In the event of any such relocation, Astound and the City shall cooperate in good faith to minimize any service interruptions by or to either Party. In the event of relocation of the Shared Conduit, the Parties shall share in the costs of the relocation based on each Party’s proportionate share of the total fiber strands located within the Shared Conduit (e.g., if there are 200 strands of fiber in the Shared Conduit at the time of relocation, 150 of which belong to the City and 50 of which belong to Astound, then the City would bear 75% of the relocation costs and Astound would bear 25% of the relocation costs). In the event of the relocation of the City Single User Conduit, the City shall reimburse Astound one hundred percent (100%) of Astound’s costs incurred in performing the relocation. In the event of the relocation of the Astound Single User Conduit, Astound shall bear one hundred percent (100%) of the costs incurred in performing the relocation.
DocuSign Envelope ID: A0169468-20BC-425A-82CA-D49D326FB2A4 AGREEMENT FOR USE OF COMMUNICATIONS CONDUIT pg. 8
City of Grover Beach / Radiate Holdco, LLC / Digital West Networks, Inc. / Astound Broadband, LLC 03/18/2022 ARTICLE 8: DEFAULT
8.1 Definition. A “Default” shall be deemed to have occurred under this Agreement under the following circumstances:
(a) in the case of a failure to pay any amount when due under this Agreement, a Party fails to pay such amount within fifteen (15) days after written notice from the other Party specifying such breach; or
(b) in the case of any other material breach of this Agreement, a Party fails to cure such breach within thirty (30) days after written notice from the other Party specifying such breach, provided that if the breach is of a nature that cannot reasonably be cured within said thirty (30) day time period, a Default shall not have occurred so long as the breaching Party has commenced cure within said thirty (30) day time period and thereafter diligently pursues cure to completion within ninety (90) days of receiving the original written notice regarding the breach.
8.2 Remedies. In the event of any Default hereunder, the non-Defaulting Party may do any one or more of the following: (i) take such actions as it deems reasonably necessary to correct the Default and charge the costs to the Defaulting Party; (ii) terminate this Agreement by delivering written notice of termination to the Defaulting Party; and/or (iii) pursue any other remedies available to it under this Agreement, at law or in equity.
8.3 No Waiver. A waiver by either Party at any time of any of its rights regarding a particular breach or Default of the other Party under this Agreement shall not be deemed a permanent waiver of such rights, nor shall any such waiver be deemed a waiver of any subsequent breach or Default.
ARTICLE 9: LIMITATION OF LIABILITY
9.1 No Special Damages. EXCEPT FOR (i) THE CONFIDENTIALITY OBLIGATIONS OF THE PARTIES CONTAINED IN ARTICLE 13 BELOW, (ii) THE THIRD-PARTY INDEMNIFICATION OBLIGATIONS OF THE PARTIES CONTAINED IN ARTICLE 10 BELOW, AND (iii) CLAIMS ARISING FROM A PARTY’S INTENTIONAL MISCONDUCT, NEITHER PARTY SHALL
BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL COSTS,
LIABILITIES OR DAMAGES, INCLUDING LOST PROFITS OR REVENUES, WHETHER FORESEEABLE OR NOT, ARISING OUT OF, OR IN CONNECTION WITH, SUCH PARTY’S PERFORMANCE OR NONPERFORMANCE OF ITS OBLIGATIONS UNDER
THIS AGREEMENT, INCLUDING CLAIMS OF END-USERS OR CUSTOMERS, CLAIMS FOR WHICH DAMAGES ARE HEREBY SPECIFICALLY WAIVED.
9.2 Disclaimer of Warranties. EXCEPT FOR ANY COVENANTS, REPRESENTATIONS OR WARRANTIES EXPRESSLY
SET FORTH IN THIS AGREEMENT AND/OR ANY EXHIBIT(S) ATTACHED HERETO, NEITHER PARTY MAKES ANY
WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE DESCRIPTION, QUALITY, MERCHANTABILITY,
COMPLETENESS, FITNESS FOR A PARTICULAR PURPOSE OR USE OF ANY OF THE SERVICES OR THE CONDUIT OR
RELATED FACILITIES PROVIDED PURSUANT TO THIS AGREEMENT, AND ALL SUCH WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED.
ARTICLE 10: THIRD-PARTY INDEMNIFICATION
10.1 Indemnification by Astound. Astound hereby agrees to indemnify, defend and hold the City, its employees, officers and directors (the “City Indemnified Persons”), harmless from and against any and all claims, lawsuits or damages asserted against the City Indemnified Persons by any third-party to the extent the same arise out of or are due to: (i) Astound’s negligence or willful misconduct in exercising its rights or performing its obligations under this Agreement; (ii) Astound’s noncompliance with or Default under this Agreement; and/or (iii) Astound’s failure to comply with applicable law in connection with its performance under this Agreement.
DocuSign Envelope ID: A0169468-20BC-425A-82CA-D49D326FB2A4 AGREEMENT FOR USE OF COMMUNICATIONS CONDUIT pg. 9
City of Grover Beach / Radiate Holdco, LLC / Digital West Networks, Inc. / Astound Broadband, LLC 03/18/2022
10.2 Indemnification by the City. The City hereby agrees to indemnify, defend and hold Astound, its directors, officers, members, managers, employees and agents (the “Astound Indemnified Persons”), harmless from and against any and all claims, lawsuits or damages asserted against the City Indemnified Persons by any third-party to the extent the same arise out of or are due to: (i) the City’s negligence or willful misconduct in exercising its rights or performing its obligations under this Agreement; (ii) the City’s noncompliance with or Default under this Agreement; and/or (iii) the City’s failure to comply with applicable law in connection with its performance under this Agreement.
10.3 Procedure. Astound and the City each agrees to promptly provide the other with written notice of any claim which may result in an indemnification obligation hereunder. The indemnifying party may defend such claim with counsel of its own choosing provided that no settlement or compromise of any such claim shall occur without the consent of the indemnified party, which consent shall not be unreasonably withheld, conditioned or delayed.
ARTICLE 11: INSURANCE
11.1 Required Insurance. During the Term, each Party shall procure and maintain in force, at its own expense, insurance coverage in amounts that a reasonably prudent business person would maintain considering the obligations of the Parties hereunder, but in no event less than coverage of the following types and limits:
(a) Workers’ compensation as required by applicable law(s); (b) Employer’s liability with minimum limits of $1,000,000 each accident; (c) Commercial General Liability including coverage for (i) premises/operations, (ii) independent contractors, (iii) products/completed operations, (iv) personal injury, (v) contractual liability, and (vi) explosion, collapse and underground hazards, with combined single limit of not less than $2,000,000 each occurrence or its equivalent; (d) Automobile liability with minimum limits of $1,000,000 each accident; and (e) Excess or Umbrella Liability, applicable to items (b), (c) and (d), with minimum limits of $5,000,000, per occurrence.
11.2 Insurance Providers. Each Party shall maintain the required insurance coverage with insurers authorized to conduct business in the applicable jurisdiction(s) and having an AM Best Rating of A – /VII, or equivalent from another recognized rating agency, and each Party shall, upon request, provide the other Party with an insurance certificate confirming compliance with the requirements of this Article.
11.3 Failure to Carry. In the event either Party fails to maintain the required insurance coverage and, a claim is made or suffered, such Party shall defend, indemnify and hold harmless the other Party from any and all claims for which the required insurance would have provided coverage.
ARTICLE 12: FORCE MAJEURE EVENTS
Neither Party shall be liable for any delay in or failure of performance hereunder due to causes beyond such Party’s reasonable control including, but not limited to, acts of God, fire, flood, earthquake, ice storms, wind storms, or other sever weather events, explosion, vandalism, cable cut, terrorist acts, insurrection, riots or other civil unrest, national or regional emergency, unavailability of rights-of-way, a governmental authority’s failure to timely act, inability to obtain equipment, material or other supplies due to strike, lockout or work stoppage, or any law, order, regulation, direction, action or request of any civil or military governmental authority (each, a “Force Majeure Event”).
DocuSign Envelope ID: A0169468-20BC-425A-82CA-D49D326FB2A4 AGREEMENT FOR USE OF COMMUNICATIONS CONDUIT pg. 10
City of Grover Beach / Radiate Holdco, LLC / Digital West Networks, Inc. / Astound Broadband, LLC 03/18/2022 ARTICLE 13: CONFIDENTIALITY
13.1 Definition of Confidential Information. “Confidential Information” shall mean all information, including the terms of this Agreement, regarding the telecommunications systems and business operations of the Parties which is disclosed by one Party (“Disclosing Party”) to the other Party (“Receiving Party”), to the extent that such information is marked or identified as confidential or proprietary or would be reasonably deemed confidential or proprietary given the circumstances surrounding its disclosure. Notwithstanding the foregoing, all written or oral pricing and contract proposals exchanged between the Parties shall be deemed Confidential Information, whether or not so designated. Information shall not be deemed Confidential Information if (i) it is independently developed by or for the Receiving Party, (ii) it is lawfully received by the Receiving Party free of any obligation to keep it confidential, (iii) it becomes generally available to the public other than by breach of this Agreement, or (iv) it was known to the Receiving Party prior to the Disclosing Party’s disclosure of same.
13.2 Protection of Confidential Information. Confidential Information is the property of the Disclosing Party and shall be returned to the Disclosing Party upon request. Receiving Party, including its officers, directors, employees, partners, affiliates, agents and representatives, shall hold all Confidential Information in confidence.
The Receiving Party: (i) shall use such Confidential Information only for the purposes of performing its obligations and/or enforcing its rights under this Agreement; (ii) shall reproduce such Confidential Information only to the extent necessary for such purposes; (iii) shall restrict disclosure of such Confidential Information to employees or contractors that have a need to know for such purposes (with disclosure to contractors being limited to contractors that have signed a non-disclosure agreement to protect the Confidential Information of third parties); (iv) shall not disclose Confidential Information to any third party without prior written approval of the Disclosing Party except as expressly provided in this Agreement or as required by law, by court order, by administrative order of an agency having jurisdiction, or in the enforcement of its rights under this Agreement; and (v) shall use at least the same degree of care (in no event less than reasonable care) as it uses with regard to its own proprietary or confidential information to prevent the disclosure, unauthorized use or publication of Confidential Information. Neither Party shall take any action, including intentional memorization of the other Party’s Confidential Information, with the intent or purpose of evading obligations contained in this Article 13. In the event a Receiving Party is required to disclose Confidential Information of the Disclosing Party pursuant to law, court order or administrative order of an agency having jurisdiction, the Receiving Party will, if such notice is permitted by law, notify the Disclosing Party of the required disclosure with sufficient time for the Disclosing Party to seek judicial relief from the required disclosure, and reasonably cooperate with the Disclosing Party in any efforts the Disclosing Party may take to obtain protective measures in respect to the required disclosure. The Parties agree that breach of this Article 13 may cause irreparable injury for which monetary damages are not an adequate remedy; accordingly, each Party may seek injunctive relief and any other available equitable remedies to enforce the provisions of this Article 13.
13.3 California Public Records Act. Notwithstanding anything to the contrary contained elsewhere in this Article 13, the Parties understand and acknowledge that the City is a governmental entity, and that California law limits the ability of the City to shield from public disclosure any information given to the City. Accordingly, the Parties agree to work together to avoid disclosures to the City by Astound of confidential information which would result in economic loss or damage to Astound if such information were to be disclosed to third persons by the City pursuant to a request submitted under the California Public Records Act, California Government Code §§ 6250 – 6276.48, or other similar public disclosure law. In the event that the City receives a request pursuant to the Public Records Act (or other similar law) to disclose Confidential Information belonging to Astound, the City’s sole obligations to Astound shall be: (i) to promptly notify Astound; and (ii) to refrain from disclosing such records for a period of up to ten (10) calendar days to allow Astound an opportunity to seek legal protection against disclosure from a court of competent jurisdiction. The City will not be required to withhold requested records beyond the ten (10) calendar days unless it may do so based on good faith reliance upon an exception to disclosure under the Public Records Act, or unless the City is ordered to withhold disclosure by the order of a court having competent jurisdiction. The City may, but shall not be required, to join in any legal proceedings relating to the requested disclosure. In the event that Astound initiates legal proceedings, or the City initiates legal proceedings or withholds requested records at Astound’s request, Astound shall indemnify and hold the City harmless from and against all DocuSign Envelope ID: A0169468-20BC-425A-82CA-D49D326FB2A4 AGREEMENT FOR USE OF COMMUNICATIONS CONDUIT pg. 11
City of Grover Beach / Radiate Holdco, LLC / Digital West Networks, Inc. / Astound Broadband, LLC 03/18/2022 costs, attorneys’ fees, expenses, liabilities, damages or other liabilities the City may incur due to the legal proceedings initiated at and/or the City’s withholding of records at Astound’s request. The City shall not be liable to Astound for any loss, cost or expense relating to the disclosure of requested records if Astound fails to obtain legal protection against disclosure and the City releases the records in good faith. The indemnity provisions of this section 13.3, to the extent they are in conflict or inconsistent with the Limitation of Liability provision of Article 9 or the Third-Party Indemnification provisions of Article 10, shall govern and supersede Articles 9 and 10.
ARTICLE 14: DISPUITE RESOLUTION
14.1 Good Faith Negotiations. Except for actions seeking a temporary restraining order or injunction, in the event any controversy, disagreement or dispute (each, a “Dispute”) arises between the Parties in connection with this Agreement, the Parties shall use good faith efforts to resolve the Dispute through negotiation. In the event of a Dispute, either Party may give the other Party written notice of the Dispute (each, a “Dispute Notice”).
The parties will meet and attempt to resolve the Dispute within ninety (90) days of the date on which the Dispute Notice is delivered. All discussions occurring and documents exchanged during negotiations under this Section are confidential and inadmissible for any purpose in any legal proceeding involving the Parties; provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the negotiation process. If the Parties do not resolve the Dispute within the ninety (90) day period, either of the Parties may pursue any remedy available to it under this Agreement, at law or in equity.
14.2 Governing Law. This Agreement and all matters arising out of this Agreement shall be governed by the laws of the State of California. Any judicial action arising in connection with this Agreement shall be in the Superior Court of the State of California in and for the County of San Luis Obispo , or in the Federal District Court for the Central District of California, as applicable. Each Party waives, to the fullest extent permitted by law, trial by jury of any disputes, claims or issues arising under the Agreement.
ARTICLE 15: ASSIGNMENT
Neither Party shall assign its rights under this Agreement without the prior written consent of the other Party, which will not be unreasonably withheld, delayed or conditioned; provided, however, that either Party may, without obtaining the consent of the other Party, assign its interest in and to this Agreement to: (i) any entity acquiring such Party, whether through merger or through purchase of substantially all the assets of said Party; or (ii) an Affiliate of such Party.
ARTICLE 16: REPRESENTATIONS AND COVENANTS
Each Party represents and covenants to the other Party as follows: (i) the execution and delivery of this Agreement and the performance of its obligations hereunder have been duly authorized; (ii) this Agreement is a valid and legal agreement binding on such Party and enforceable in accordance with its terms; (iii) it has the power and authority to grant the rights it purports to grant and perform the obligations it undertakes to perform pursuant to this Agreement; (iv) to the best of its knowledge and belief, it is in material compliance with all laws, rules and regulations and court and governmental orders related to its operations; and (v) it shall comply with all applicable laws and regulations when exercising its rights and performing its obligations under this Agreement.
ARTICLE 17: NOTICES
Notices under this Agreement shall be in writing and transmitted to the Party’s addresses specified below, or such other addresses as the Party may specify by written notice, and will be considered given (i) when delivered in person to the recipient; (ii) five (5) days after being deposited in either registered or certified U.S. Mail, return receipt requested, postage prepaid; (iii) when delivered by a nationally recognized courier service; or (iv) when receipt of email delivery is confirmed by the recipient:
//
//
DocuSign Envelope ID: A0169468-20BC-425A-82CA-D49D326FB2A4 AGREEMENT FOR USE OF COMMUNICATIONS CONDUIT pg. 12
City of Grover Beach / Radiate Holdco, LLC / Digital West Networks, Inc. / Astound Broadband, LLC 03/18/2022 If to Astound:
Radiate Holdco, LLC
650 College Road East, Suite 3100
Princeton, NJ 08540
ATTN: Business Solutions
If to the City:
City Manager’s Office
154 S. 8th Street
Grover Beach, CA 93433
ATTN: Deputy City Manager
With a Copy to:
Radiate Holdco, LLC
650 College Road East, Suite 3100
Princeton, NJ 08540
ATTN: Legal Department
A Party may change its address and point of contact by notifying the other Party in writing in accordance with this Article.
ARTICLE 18: GENERAL PROVISIONS
18.1 Warranty of Authority. Each of the signatories hereto warrants and represents that he or she has been duly authorized to execute this Agreement on behalf of the Party for whom he or she purports to sign this Agreement, and that this Agreement is binding on such Party in accordance with its terms.
18.2 Entire Agreement. This Agreement constitutes the entire agreement between the Parties regarding the subject matter hereof, and supersedes any and all prior oral or written agreements between the Parties regarding the subject matter contained herein. This Agreement may not be modified or amended in any manner except by a written document signed by the Party against whom such modification is sought to be enforced.
18.3 Interpretation. This Agreement and each of the terms and provisions of it are deemed to have been explicitly negotiated by the Parties, and the language in all parts of this Agreement shall, in all cases, be construed according to its fair meaning and not strictly for or against either of the Parties hereto. The captions and headings in this Agreement are used only for convenience and are not intended to affect the interpretation of the provisions of this Agreement. This Agreement shall be construed so that wherever applicable the use of the singular number shall include the plural number, and vice versa, and the use of any gender shall be applicable to all genders.
18.4 Severability. If any provision of this Agreement or the application thereof to any person or circumstance shall, for any reason and to any extent, be found invalid or unenforceable, the remainder of this Agreement and the application of that provision to other persons or circumstances shall not be affected thereby, but shall instead continue in full force and effect, to the extent permitted by law.
18.5 No Joint Venture. The relationship between Astound and the City shall not be that of partners, agents, or joint venturers for one another, and nothing contained in this Agreement shall be deemed to constitute a partnership or agency agreement between them for any purposes, including, but not limited to federal income tax purposes.
18.6 No Third Party Beneficiaries. This Agreement is made and entered into for the sole benefit of Astound and the City. No third party shall be deemed to have any rights under this Agreement; there are no third party beneficiaries to this Agreement.
DocuSign Envelope ID: A0169468-20BC-425A-82CA-D49D326FB2A4 AGREEMENT FOR USE OF COMMUNICATIONS CONDUIT pg. 13
City of Grover Beach / Radiate Holdco, LLC / Digital West Networks, Inc. / Astound Broadband, LLC 03/18/2022
18.7 Survival. Those provisions of this Agreement that by their nature and import must survive the expiration or earlier termination of this Agreement in order to be given their full force and effect shall so survive.
18.8 Standard of Performance. All actions, activities, consents, approvals and other undertakings of the Parties in this Agreement shall be performed in a reasonable and timely manner. Except as specifically set forth herein, for the purpose of this Agreement the standards and practices of performance within the telecommunications industry in the relevant market shall be the measure of a Party’s performance.
18.9 Exhibits. The following Exhibits are attached to this Agreement and incorporated herein by this reference:
EXHIBIT A - Map Depicting Approximate Locations of Shared Conduit EXHIBIT B - Map Depicting Approximate Locations of Single User Conduits
18.10 Execution in Counterparts; Electronic Signatures. This Agreement may be executed in multiple counterparts, each of which shall constitute an original, and all of which shall constitute one and the same instrument. Any executed documents sent to the other Parties in portable document format(pdf) images via email will be considered the same as an original document. The Parties consent to the use of electronic signatures [Signatures on following page.]
DocuSign Envelope ID: A0169468-20BC-425A-82CA-D49D326FB2A4 AGREEMENT FOR USE OF COMMUNICATIONS CONDUIT pg. 14
City of Grover Beach / Radiate Holdco, LLC / Digital West Networks, Inc. / Astound Broadband, LLC 03/18/2022 IN WITNESS WHEREOF, the City and Astound, intending to be legally bound hereby, have duly executed this Agreement as of the dates set forth below.
CITY:
City of Grover Beach, a California
municipal corporation
By
Name:
Title:
Date:
ASTOUND:
Radiate Holdco, LLC, a Delaware
limited liability company
By
Name:
Title:
Date:
Attest:
Wendi B. Sims, City Clerk
Approved as to Form:
David P. Hale, City Attorney
Digital West Networks, Inc., a
California corporation
By
Name:
Title:
Date:
Astound Broadband, LLC, a Washington
limited liability company
By
Name:
Title:
Date:
DocuSign Envelope ID: A0169468-20BC-425A-82CA-D49D326FB2A4 Patrick Knorr
Patrick Knorr
CCO
CCO
3/18/2022
Patrick Knorr
3/18/2022
CCO
3/18/2022
AGREEMENT FOR USE OF COMMUNICATIONS CONDUIT pg. 15
City of Grover Beach / Radiate Holdco, LLC / Digital West Networks, Inc. / Astound Broadband, LLC 03/18/2022
EXHIBIT A
to
AGREEMENT FOR USE OF COMMUNICATIONS CONDUIT
Map Depicting Approximate Locations of Shared Conduit
[TO BE INSERTED]
[The remainder of this page is intentionally left blank.] DocuSign Envelope ID: A0169468-20BC-425A-82CA-D49D326FB2A4 DocuSign Envelope ID: A0169468-20BC-425A-82CA-D49D326FB2A4 AGREEMENT FOR USE OF COMMUNICATIONS CONDUIT pg. 16
City of Grover Beach / Radiate Holdco, LLC / Digital West Networks, Inc. / Astound Broadband, LLC 03/18/2022
EXHIBIT B
to
AGREEMENT FOR USE OF COMMUNICATIONS CONDUIT
Map Depicting Approximate Locations of Single User Conduits [TO BE INSERTED]
[The remainder of this page is intentionally left blank.] DocuSign Envelope ID: A0169468-20BC-425A-82CA-D49D326FB2A4 DocuSign Envelope ID: A0169468-20BC-425A-82CA-D49D326FB2A4