HomeMy WebLinkAbout2023 - RESO 45 - Google Fiber Agreement
CITY OF WHEAT RIDGE, COLORADO
RESOLUTION NO. 45
Series of 2023
TITLE: A RESOLUTION APPROVING A NON-EXCLUSIVE PUBLIC
RIGHT OF WAY LICENSE AGREEMENT WITH GOOGLE FIBER
COLORADO, LLC
WHEREAS, the City of Wheat Ridge (the “City”) recognizes that the deployment
of fiber optic cable networks enhance opportunities for its citizens to connect to an
increasingly digital society and marketplace, as well as positions the City to be able to
take advantage of future advancements in digital and other “smart” city technologies; and
WHEREAS, it has been proposed by Google Fiber Colorado, LLC to provide
network facilities and services to areas within the City of Wheat Ridge; and
WHEREAS, in order to provide these services, it is necessary for Google Fiber
Colorado, LLC to obtain an agreement with the City to install its facilities within the public
rights-of-way belonging to the City; and
WHEREAS, the City Council finds further that these services will contribute to the
health, safety and general welfare of the citizens of the City by potentially improving
connectivity to the internet at large.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Wheat
Ridge, Colorado, that:
Section 1. The Agreement approving a non-exclusive public right-of-way license
agreement with Google Fiber Colorado, LLC is hereby approved, and the Mayor
and City Clerk are authorized and directed to execute the same.
DONE AND RESOLVED this 28th day of August 2023.
_______________________
Bud Starker, Mayor
ATTEST:
__________________________
Steve Kirkpatrick, City Clerk
Google Fiber Contract No.1004798
EXECUTION VERSION
Non-Exclusive Public ROW License Agreement Between the City of Wheat Ridge and Google Fiber Colorado, LLC |
Page 1 of 13
NON-EXCLUSIVE PUBLIC ROW LICENSE AGREEMENT
This Non-Exclusive Public ROW License Agreement (“Agreement”) is by and between the City
of Wheat Ridge, a city organized and existing under the laws of the State of Colorado
(“Municipality”), and Google Fiber Colorado, LLC, a Colorado limited liability company, and its
subsidiaries, successors, or assigns (“Licensee”).
RECITALS
A. Municipality has jurisdiction over the use of the public rights-of-way under the jurisdiction of
the Municipality. This term shall not include City park land, trails or state or federal rights of
way. (“Public ROW”).
B. Licensee desires, and Municipality desires to permit Licensee, to install, maintain, operate,
and control a fiber optic infrastructure network in Public ROW (“Network”) for the purpose of
offering communications services (“Services”), including broadband Internet access service
as defined in 47 C.F.R. § 8.1(b) (“Broadband Internet Services”) and Voice over Internet
Protocol services, but excluding multichannel video programming services that would be
subject to a video services franchise and telecommunications services as defined in 47 C.F.R.
§ 153(53), to residents and businesses in Municipality (“Customers”).
C. The Network consists of equipment and facilities that may include aerial or underground fiber
optic cables, lines, wires, or strands; underground conduits, vaults, access manholes and
handholes; electronic equipment; power generators; batteries; pedestals; boxes; cabinets;
vaults; and other similar facilities (“Network Facilities”).
AGREEMENT
In consideration of the mutual promises made below, Municipality and Licensee agree as
follows:
1. Permission to Use and Occupy.
1.1. Permission to Use and Occupy Public ROW. Municipality grants Licensee permission
to use and occupy the Public ROW (the “License”) for the purpose of constructing,
installing, repairing, maintaining, operating, and, if necessary, removing the Network
and the related Network Facilities (the “Work”). This Agreement and the License do
not authorize Licensee to use any property other than the Public ROW as agreed
herein. Licensee’s use of any other Municipality property, including poles and conduits,
will be governed under a separate Agreement regarding that use.
1.2. Subject to State and Local Law. This Agreement and the License are subject to
Municipality’s valid authority under state and local laws as they exist now or may be
amended from time-to-time, and subject to the conditions set forth in this Agreement.
1.3. Subject to Municipality’s Right to Use Public ROW. This Agreement and the License
are subject and subordinate to Municipality’s prior and continuing right to use the
Public ROW, including constructing, installing, operating, maintaining, repairing, or
Google Fiber Contract No.1004798
EXECUTION VERSION
Non-Exclusive Public ROW License Agreement Between the City of Wheat Ridge and Google Fiber Colorado, LLC |
Page 2 of 13
removing sewers, water pipes, storm drains, gas pipes, utility poles, overhead and
underground electric lines and related facilities, and other public utility and municipal
uses.
1.4. Subject to Pre-Existing Property Interests. Municipality’s grant of the License is subject
to all valid pre-existing easements, restrictions, conditions, covenants, encumbrances,
claims of title or other property interests that may affect the Public ROW. Licensee will
obtain at its own cost and expense any permission or rights as may be necessary to
accommodate such pre-existing property interests.
1.5. Applicability of City Processes. Except as expressly provided herein, nothing in this
Agreement shall waive or modify Licensee’s obligation to comply with laws governing
planning, land use, zoning, building, construction, permitting, water quality, floodplain,
and similar process and procedures in the placement of the Network Facilities.
Licensee shall comply with all requirements as stated in the permits, except as
otherwise authorized by the Director of Public Works.
1.6. No Grant of Property Interest. The License does not grant or convey any property
interest.
1.7. Non-Exclusive. The License is not exclusive. Municipality expressly reserves the right
to grant licenses, permits, franchises, privileges or other rights to any other individual,
corporation, partnership, limited liability company, trust, joint stock company, business
trust, unincorporated association, joint venture, governmental authority or other entity
of any nature whatsoever (“Person”), as well as the right in its own name as a
municipality, to use Public ROW for similar or different purposes allowed Licensee
under this Agreement.
2. Licensee’s Obligations.
2.1. Individual Permits Required. Licensee will obtain Municipality’s approval of required
individual encroachment, construction, and other necessary permits before placing its
Network Facilities in the Public ROW or other property of Municipality as authorized.
Licensee will pay all lawful processing, field marking, engineering, and inspection fees
associated with the issuance of individual permits by Municipality in accordance with
Code Section 21, except as otherwise authorized by Municipality. As a condition of
obtaining any permit, Licensee shall provide plans in the specified format based on the
method of deployment and further explained in Exhibit A, attached hereto and
incorporated herein by this reference. Such drawings and plans shall be provided to
the Municipality with each request for a permit. If Licensee desires to change the
location or method of deployment of any of the Network Facilities from what is
indicated in a permit, Licensee shall apply for a new permit prior to such change;
provided, however, that Licensee may make reasonable changes at the time of
deployment depending on the conditions encountered in the field. Review and
approval of the plans is only for general compliance with the city design and
construction standards. All responsibility for existing conditions, correctness of
dimensions, details, concepts, quantities and safety during construction shall remain
with those designing, developing and constructing the project. Inspection by the City in
no way reflects any responsibility on the part of the Municipality for safety, quality or
Google Fiber Contract No.1004798
EXECUTION VERSION
Non-Exclusive Public ROW License Agreement Between the City of Wheat Ridge and Google Fiber Colorado, LLC |
Page 3 of 13
quantity control and in no way implies acceptance of the Work, or any part thereof, by
the Municipality.
2.2. Utility Notification Center. Prior to commencing any Work pursuant to this Agreement,
Licensee shall take all actions necessary to become a Tier 1 member of the Utility
Notification Center of Colorado and shall comply with and adhere to local procedures,
customs and practices relating to the one call locator service program established in
C.R.S. Section 9-1.5-101, et seq., as such may be amended from time to time.
2.3. Licensee’s Sole Cost and Expense. Licensee will perform the Work at its sole cost and
expense. Licensee shall be solely responsible for all repairs, maintenance and
adjustments and damage to the Network and Network Facilities, excluding damage
caused by third parties, and the Municipality shall have no obligation to repair such
damage, except: (a) where the damage arises from the negligence or willful misconduct
of the Municipality or its employees, agents or contractors (the “City Parties”); and (b)
Licensee located the Tier 1 utility/ies within the period of time required under C.R.S.
Section 9-1.5-101, et seq., and the regulations established in accordance therewith. If
Licensee or its contractor, subcontractor or other agent is negligent and/or untimely in
performing utility locates, the Municipality shall not be responsible for any damages. For
the purposes of this subsection, the terms “negligence” and “willful misconduct” shall
not include actions taken by the City in response to an emergency as authorized in, and
in accordance with, subsection 3.1 below.
2.4. Compliance with Laws. Licensee will comply with all applicable laws and regulations
when performing the Work. Licensee will place its Network Facilities in conformance
with the required permits, plans, and drawings approved by Municipality.
2.5. Reasonable Care. Licensee will exercise reasonable care when performing the Work
and will use commonly accepted practices and equipment to minimize the risks of
personal injury, property damage, soil erosion, and pollution of surface or groundwater.
2.6. No Nuisance. Licensee will maintain its Network Facilities in good and safe condition so
that its Network Facilities do not cause a public nuisance.
2.7. Repair. Licensee will promptly repair any damage to the Public ROW, Municipality
property, or private property if such damage is directly caused by Licensee’s Work and
no other Person is responsible for the damage (e.g., where a Person other than
Licensee fails to accurately or timely locate its underground facilities as required by
applicable law). Licensee will repair the damaged property to a condition equal to or
better than that which existed prior to the damage within thirty (30) days after such
damage occurs. Licensee’s obligation under this Section 2.7 will be limited by, and
consistent with, any applicable seasonal or other restrictions on construction or
restoration work. If Licensee fails to repair the damage and Public ROW as described
within thirty (30) days, then the Municipality shall have the option, upon fifteen (15)
days’ prior written notice to Licensee, to perform or cause to be performed such
reasonable and necessary work on behalf of Company and to charge Licensee for the
proposed costs to be incurred or the actual costs incurred by the Municipality. Upon the
receipt of a demand for payment by the Municipality that documents the actual costs of
the work performed, Licensee shall promptly reimburse the Municipality for such costs.
Google Fiber Contract No.1004798
EXECUTION VERSION
Non-Exclusive Public ROW License Agreement Between the City of Wheat Ridge and Google Fiber Colorado, LLC |
Page 4 of 13
If payment is not received within forty-five (45) days, the Municipality may draw on the
Performance Bond identified in Section 8 below for the costs incurred.
2.8. As-Built Drawings and Maps. Licensee will maintain accurate as-built drawings and
maps of its Network Facilities located in Municipality and will provide them to
Municipality upon reasonable request and on a mutually-agreed timetable (e.g.,
piecemeal following the closure of each permit, or all at once after all the Work is
complete), subject to applicable confidentiality protections.
2.9. Network Design. Nothing in this Agreement requires Licensee to build to all areas of
Municipality, and Licensee retains the discretion to determine the scope, location, and
timing of the design and construction of the Network.
2.9. Work Hours. Licensee shall abide by all Municipality requirements regarding authorized
work hours as identified in the Wheat Ridge Municipal Code, Section 16-115. Licensee
shall obtain any necessary nighttime work exemptions in writing from the Community
Development Director for all work outside of those authorized hours.
2.10 Removal of Network Facilities. Upon one hundred and eighty (180) days’, or any other
time frame mutually agreed by the Parties, written notice by the Municipality pursuant to
the expiration or early termination of this Agreement, Licensee shall promptly, safely
and carefully remove the Network Facilities from the Public ROW. If Licensee fails to
complete this removal work on or before the one hundred and eighty (180) days, or
other mutually agreed time frame, subsequent to the issuance of notice pursuant to this
Section, then the Municipality, upon written notice to the Licensee, shall have the right
at the Municipality’s sole election, but not the obligation, to perform this removal work
and charge the Licensee for the actual costs and expenses, including, without limitation,
actual administrative costs. The Licensee shall pay to the Municipality actual and
documented costs and expenses incurred by the Municipality in performing any removal
work and any storage of the Licensee’s property after removal within ninety (90) days
after the date of a written demand for this payment from the Municipality. After the
Municipality receives the reimbursement payment from the Licensee for the removal
work performed by the Municipality, the Municipality shall promptly return to the
Licensee the property belonging to the Licensee and removed by the Municipality
pursuant to this Section at no liability to the Municipality. If the Municipality does not
receive reimbursement payment from the Licensee as set forth above, or if Municipality
does not elect to remove such items at the Municipality’s cost after the Licensee’s
failure to so remove, any items of the Licensee’s property remaining on or about the
Public ROW may, at the Municipality’s option, be deemed abandoned and the
Municipality may dispose of such property in any manner permitted by Law.
Alternatively, the Municipality may elect to take title to abandoned property, provided
that the Licensee shall submit to the Municipality an instrument satisfactory to the
Municipality transferring to the Municipality the ownership of such property. The
provisions of the Section shall survive the expiration or early termination of this
Agreement. Unless removed by the Municipality as set forth herein, the Company may
remove its Network Facilities from the Public ROW at any time at its discretion,
provided that any such removal is in compliance with applicable zoning and permitting
requirements.
3. Municipality’s Obligations.
Google Fiber Contract No.1004798
EXECUTION VERSION
Non-Exclusive Public ROW License Agreement Between the City of Wheat Ridge and Google Fiber Colorado, LLC |
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3.1. Emergency Removal or Relocation by Municipality. In the event of a public emergency
that creates an imminent threat to the health, safety, or property of Municipality or its
residents, Municipality may remove or relocate the applicable portions of the Network
Facilities without prior notice to Licensee. Municipality will, however, make best efforts
to provide prior notice to Licensee before making an emergency removal or relocation.
In any event, Municipality will promptly provide to Licensee a written description of any
emergency removals or relocations of Licensee’s Network Facilities. Licensee will
reimburse Municipality for its actual, reasonable, and documented costs or expenses
incurred for any such work performed by Municipality.
3.2. Relocation to Accommodate Governmental Purposes. If Licensee’s then-existing
Network Facilities would interfere with Municipality’s planned use of the Public ROW or
other Municipality property for a legitimate governmental purpose, such as the
construction, installation, repair, maintenance, or operation of a new water, sewer, or
storm drain line, or a public road, curb, gutter, sidewalk, park, or recreational facility,
Licensee will, upon written notice from Municipality, relocate its Network Facilities at
Licensee’s own expense to such other location or locations in the Public ROW as may
be mutually agreed by the parties, taking into account the needs of Municipality’s
governmental purpose and Licensee’s interest in maintaining the integrity and stability
of its Network. Licensee will relocate its Network Facilities within a commercially
reasonable period of time agreed to by the parties but no less than one hundred
twenty (120) days after receiving written notice, excluding any time required for
permitting approval, taking into account the urgency of the need for relocation, the
difficulty of the relocation, and other relevant facts and circumstances, except that
Municipality may not require Licensee to relocate or remove its Network Facilities with
less than ninety (90) days’ notice.
If Licensee fails to relocate any Network Facilities as requested by the Municipality within
one hundred and twenty (120) days after the above-referenced notice in accordance
with the foregoing provision, the Municipality shall be authorized to relocate the Network
Facilities at Licensee’s sole cost and expense, without further notice to Licensee. Upon
the receipt of a demand for payment by the Municipality documenting the actual costs
of the work performed, Licensee shall promptly reimburse the City for such costs. If
payment is not received within forty-five (45) days after the date of such demand, the
Municipality may draw on the Performance Bond, specified in Section 8 below, for the
costs incurred.
3.3. Relocation to Accommodate Non-Governmental Purposes. If Licensee’s then-existing
Network Facilities would interfere with (a) Municipality’s planned use of the Public
ROW for a non-governmental (e.g., commercial) purpose, or (b) a third-party’s use of
the Public ROW, Licensee will not be required to relocate its Network Facilities.
3.4. Non-Discrimination. Municipality will at all times treat Licensee in a non-discriminatory
manner as compared to other non-incumbent holders of local or state franchise
authority offering facilities-based broadband Internet access services.
3.5. Post-Removal Restoration of Public ROW. When removal or relocation is required
under this Agreement, Licensee will, after the removal or relocation of the Network
Facilities, at its own cost, repair and return the Public ROW in which the facilities were
Google Fiber Contract No.1004798
EXECUTION VERSION
Non-Exclusive Public ROW License Agreement Between the City of Wheat Ridge and Google Fiber Colorado, LLC |
Page 6 of 13
located to a safe and satisfactory condition in accordance with the construction-related
conditions and specifications as established by Municipality.
4. Fees.
4.1. The Parties agree that the nature of the Work is such that application of the Municipality
standard fee schedules would be unreasonably burdensome for both Parties. Thus, the
Parties agree that Licensee shall pay to the Municipality a fee of $0.55 per linear foot.
4.2. Licensee shall be responsible for paying all applicable use taxes in accordance with
Municipal Code Article I, Division 3.
4.3. The Parties further agree that the foregoing fees are reasonably related to the costs
incurred by the Municipality for the administrative services required to process, review
and respond to Public ROW permit applications and Licensee plans; issue Public ROW
permits; coordinate and perform necessary field and other inspections and utility locates;
and to provide such services in a reasonable and timely manner.
4.4. No other Public ROW permit or street cut permit fees will be assessed against Licensee
in connection with the Work. Notwithstanding the foregoing, however, the performance
bond required pursuant to Section 8 below is not a fee and is not subject to the
provisions of this Section 4.
5. Contractors and Subcontractors.
5.1. Use of Contractors and Subcontractors. Licensee may retain contractors and
subcontractors to perform the Work on Licensee’s behalf.
5.2. Contractors to be Licensed. Licensee’s contractors and subcontractors used for the
Work will be properly licensed under applicable law including licensure with the
Municipality.
5.3. Authorized Individuals. Licensee’s contractors and subcontractors may submit
individual permit applications to Municipality on Licensee’s behalf, so long as the
permit applications are signed by individuals that Licensee has authorized to act on its
behalf via a letter of authorization provided to Municipality in the form attached as
Exhibit B (“Authorized Individuals”). Municipality will accept permit applications
under this Agreement submitted and signed by Authorized Individuals, and will treat
those applications as if they had been submitted by Licensee under this Agreement.
6. Defense and Indemnity.
6.1. Obligations. Licensee will defend Municipality, its officers, elected representatives, and
employees, and indemnify them against any (a) settlement amounts approved by
Licensee; and (b) damages and costs finally awarded against the indemnified party by
a competent tribunal in any legal proceeding filed by a third party for property damage,
personal injury, or death to the extent caused by the negligence or willful misconduct
of Licensee or its contractors arising from this Agreement (“Third Party Legal
Proceeding”).
Google Fiber Contract No.1004798
EXECUTION VERSION
Non-Exclusive Public ROW License Agreement Between the City of Wheat Ridge and Google Fiber Colorado, LLC |
Page 7 of 13
6.2. Exclusions. Section 6 (Defense and Indemnity) will not apply to the extent the
underlying allegation (a) arises from or is related to the negligence or willful misconduct
of an indemnified party or (b) is made by Municipality’s employee and covered under
applicable workers’ compensation laws.
6.3. Conditions. Section 6.1 (Obligations) is conditioned on the following: (a) Municipality
must promptly notify Licensee in writing of the Third Party Legal Proceeding and any
allegation(s) that preceded the Third Party Legal Proceeding no later than fifteen (15)
days after Municipality became aware of the Third Party Legal Proceeding; (b)
Municipality must reasonably cooperate in the defense at Licensee’s request; and (c)
Municipality must tender sole control of the indemnified portion of the Third Party Legal
Proceeding to Licensee, subject to the following: (i) Municipality may appoint its own
non-controlling counsel, at its own expense; and (ii) any settlement requiring
Municipality to admit liability, pay money, or take (or refrain from taking) any action, will
require Municipality’s prior written consent, not to be unreasonably withheld,
conditioned, or delayed.
6.4. Waiver of Claims. Licensee waives any and all claims, demands, causes of action and
rights it may assert against the Municipality on account of any loss, damage, or injury to
its Network or Network Facilities or any loss or degradation of the services as a result of
any event or occurrence which is beyond the reasonable control of the Municipality.
7. Limitation of Liability. NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT,
SPECIAL, INCIDENTAL, CONSEQUENTIAL (INCLUDING, BUT NOT LIMITED TO, LOST
PROFITS), EXEMPLARY, OR PUNITIVE DAMAGES IN CONNECTION WITH THIS
AGREEMENT. THE PARTIES ACKNOWLEDGE THAT THIS LIMITATION WILL BE
SUBJECT TO AND MAY BE LIMITED BY APPLICABLE LAW.
8. Performance Bond. Licensee will, promptly after the Effective Date, provide Municipality
with a performance bond in the amount of two hundred thousand dollars ($200,000) naming
Municipality as obligee and guaranteeing Licensee’s faithful performance of its obligations
under this Agreement. The performance bond will remain in full force during the Term of this
Agreement.
9. Insurance.
9.1. Licensee will carry and maintain:
9.1.1. Commercial General Liability (CGL) insurance, with policy limits not less than
$2,000,000 in aggregate and $2,000,000 for each occurrence covering bodily
injury and property damage with the following features: (a) CGL primary
insurance endorsement; and (b) CGL policy will include an endorsement which
names Municipality, its employees, and officers as additional insureds.
9.2. All insurance certificates, endorsements, coverage verifications and other items
required pursuant to this Agreement will be mailed directly to the Municipality and to the
Municipality’s insurance compliance representative upon Municipality’s written request.
Licensee will use commercially reasonable efforts to notify the City 30 days in advance
in the event of any material change in, or cancellation of, the coverage.
Google Fiber Contract No.1004798
EXECUTION VERSION
Non-Exclusive Public ROW License Agreement Between the City of Wheat Ridge and Google Fiber Colorado, LLC |
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9.3. The certificate(s) of insurance shall be updated annually within thirty (30) days of the
anniversary of the Effective Date of this Agreement.
10. Term. This Agreement is effective on the later of (a) the date the last party to sign executes
this Agreement and (b) the date on which any implementing ordinance becomes effective in
accordance with its terms and state law (“Effective Date”). The Agreement will expire
automatically on the twentieth anniversary of the [Effective Date (“Original Term”), unless
earlier terminated in accordance with the provisions herein. Thereafter, the Agreement will
automatically renew for successive 5-year terms (each a “Renewal Term”) unless a party
provides at least six (6) months’ prior written notice to the other party of its intent not to
renew. Applicable permits filed pursuant to this Agreement shall be recorded in accordance
with Code section 21-102.
11. Termination.
11.1. Termination by Municipality. Either party may terminate this Agreement upon one
hundred and eighty (180) days prior written notice to the other party if the other party is
in material breach of the Agreement, upon providing written notice of the breach and
forty-five (45) days to cure, or, if the cure cannot reasonably be accomplished in that
time period, if the defaulting party fails to commence such cure within forty-five (45)
days or fails thereafter diligently to prosecute such cure to completion.
11.2. Termination by Licensee. Licensee may terminate this Agreement for convenience
upon one hundred eighty (180) days’ written notice to Municipality. Upon termination
under this clause, Licensee shall follow the removal requirements under Section 2.10
of this Agreement. The removal of the Network shall be at the Licensee’s sole
expense.
12. Assignment. Except as set forth below, neither party may assign or transfer its rights or
obligations under this Agreement, in whole or part, to a third party, without the written
consent of the other party. Any agreed upon assignee will take the place of the assigning
party, and the assigning party will be released from all of its rights and obligations upon such
assignment.
12.1. Notwithstanding the foregoing, Licensee may at any time, on written notice to
Municipality, assign this Agreement or any or all of its rights and obligations under this
Agreement:
12.1.1. to any Affiliate (as defined below) of Licensee;
12.1.2. to any successor in interest of Licensee’s business operations in Municipality in
connection with any merger, acquisition, or similar transaction if Licensee
determines after a reasonable investigation that the successor in interest has the
resources and ability to fulfill the obligations of this Agreement; or
12.1.3. to any purchaser of all or substantially all of Licensee’s Network Facilities in
Municipality if Licensee determines after a reasonable investigation that the
purchaser has the resources and ability to fulfill the obligations of this Agreement.
Google Fiber Contract No.1004798
EXECUTION VERSION
Non-Exclusive Public ROW License Agreement Between the City of Wheat Ridge and Google Fiber Colorado, LLC |
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12.2. Following any assignment of this Agreement to an Affiliate, Licensee will remain
responsible for such Affiliate’s performance under the terms of this Agreement. For
purposes of this section, (a) “Affiliate” means any Person that now or in the future,
directly or indirectly controls, is controlled with or by, or is under common control with
Licensee; and (b) “control” means, with respect to: (i) a U.S. corporation, the
ownership, directly or indirectly, of fifty percent (50%) or more of the voting power to
elect directors thereof, or (ii) a non-U.S. corporation, if the voting power to elect
directors thereof is less than fifty percent (50%), the maximum amount allowed by
applicable law; and (iii) any other Person, fifty percent (50%) or more ownership
interest in said Person, or the power to direct the management of such Person.
13. Notice. All notices related to this Agreement will be in writing and sent, if to Licensee to the
email addresses set forth below, and if to Municipality to the address set forth in
Municipality’s signature block to this Agreement. Notices are effective (a) when delivered in
person, (b) upon confirmation of a receipt when transmitted by electronic mail, (c) on the
next business day if transmitted by registered or certified mail, postage prepaid (with
confirmation of delivery), (d) on the next business day if transmitted by overnight courier
(with confirmation of delivery), or (e) three (3) days after the date of mailing, whichever is
earlier.
Licensee’s e-mail address for notice is googlefibernotices@google.com, with a copy to
legal-notices@google.com.
14. General Provisions. This Agreement is governed by the laws of the state where
Municipality is located. Neither party will be liable for failure or delay in performance to the
extent caused by circumstances beyond its reasonable control. This Agreement sets out all
terms agreed between the parties and supersedes all previous or contemporaneous
agreements between the parties relating to its subject matter. This Agreement, including any
exhibits, constitutes the entire agreement between the parties related to this subject matter,
and any change to its terms must be in writing and signed by the parties. The parties may
execute this Agreement in counterparts, including facsimile, PDF, and other electronic
copies, which taken together will constitute one instrument. Each party to this Agreement
agrees that Licensee may use electronic signatures.
15. Governmental Immunity. No term or condition of this Agreement shall be construed or
interpreted as a waiver, express or implied, of any of the immunities, rights, benefits,
protections, or other provisions of the Colorado Government Immunity Act, C.R.S. §§ 24-10-
101, et seq.
[Signature page follows]
Google Fiber Contract No.1004798
EXECUTION VERSION
Non-Exclusive Public ROW License Agreement Between the City of Wheat Ridge and Google Fiber Colorado, LLC |
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Signed by authorized representatives of the parties on the dates written below.
Google Fiber Colorado, LLC
___________________________________
(Authorized Signature)
___________________________________
(Name)
___________________________________
(Title)
Address:
1600 Amphitheatre Parkway
Mountain View, CA 94043
Date: _______________________________
Wheat Ridge, Colorado
______________________________________
(Authorized Signature)
______________________________________
(Name)
______________________________________
(Title)
Address:
______________________________________
______________________________________
Date: _________________________________
Bud Starker
Mayor
7500 W. 29th Avenue
Wheat Ridge, CO 80033
September 8, 2023
Google Fiber Contract No.1004798
EXECUTION VERSION
Non-Exclusive Public ROW License Agreement Between the City of Wheat Ridge and Google Fiber Colorado, LLC |
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EXHIBIT A
DEPLOYMENT METHODS
Plans submitted to the Municipality by the Licensee for the purpose of obtaining Public
ROW Permits shall comply with the following general requirements for each method of
deployment:
Definitions
1. “Conventional Boring” means the deployment of fiber optic cables or underground
conduits using trenchless underground methods at depths greater than 24 inches.
2. “Conventional Trenching” means the deployment of fiber optic cables or underground
conduits using open trench cuts; excavation; placement of conduit bundles or duct
banks, and other elements; backfill and restoration.
3. “Micro-Trenching” means the deployment of fiber optic cables or underground conduits
using open trench cuts in asphalt, concrete or softscape that are no less than 6 inches
and no greater than 24 inches deep, and no greater than 2 inches wide.
4. “Shallow Boring” means the deployment of fiber optic cables or underground conduits
using trenchless underground methods at depths of less than or equal to 24 inches.
Micro-Trenching
a. Base sheets need to include a readable (in focus) aerial photo with property lines,
easements, address, and other basic information provided.
b. It is recommended that the plan show existing utilities but not required.
c. The proposed utility can be shown schematically with specific details indicated by legend
and/or notes to show the intended installation location.
d. Pothole information does not need to be included on the plans.
Conventional Trenching below 24 inches
a. Base sheets need to include a readable (in focus) aerial photo with property lines,
easements, address, and other basic information provided.
b. The plan must show existing utilities at a Quality Level B.
c. The proposed utility can be shown schematically with specific details indicated by legend
and/or notes to show the intended installation location.
d. It is recommended that the plan show existing pothole information but not required.
Conventional Boring
a. Base sheets need to include a readable (in focus) aerial photo with property lines,
easements, address, and other basic information provided.
b. The plan must show existing utilities at a Quality Level B.
c. The proposed utility can be shown schematically with specific details indicated by legend
and/or notes to show the intended installation location.
d. Pothole information is required for Municipality utilities, water and sanitary sewer utilities,
gas lines, and electric conduits.
e. A proposed profile will be shown for the bore.
Google Fiber Contract No.1004798
EXECUTION VERSION
Non-Exclusive Public ROW License Agreement Between the City of Wheat Ridge and Google Fiber Colorado, LLC |
Page 12 of 13
Shallow Boring will be reviewed on a per-deployment basis to determine the necessary
requirements for obtaining permits.
The above list of general requirements is not exhaustive. Additional information or steps will
likely be requested during the permitting process.
Google Fiber Contract No.1004798
EXECUTION VERSION
Non-Exclusive Public ROW License Agreement Between the City of Wheat Ridge and Google Fiber Colorado, LLC |
Page 13 of 13
EXHIBIT B
FORM OF LETTER OF AUTHORIZATION
[LICENSEE LETTERHEAD]
[Date]
Via Email ([Email Address])
City of Wheat Ridge
[Addressee]
[Address]
Re: [Amended] Letter of Authorization
Dear [Name],
In accordance with Section 5.3 of the Non-Exclusive Public ROW License Agreement dated
______ between the City of Wheat Ridge, CO and Google Fiber Colorado, LLC (“Google
Fiber”), Google Fiber hereby designates the following Authorized Individuals (as that term is
defined in the Agreement), who may submit and sign permit applications and other submissions
to Municipality on behalf of Google Fiber. [If applicable: This letter amends and supersedes the
Letter of Authorization dated ____.]
[Insert name and title for each Authorized Individual, including any Authorized Individual
previously named and whose authority continues. Strike through the names of any individuals
who are no longer authorized, if any.]
1. Name, Title
2. Name, Title
3. Name, Title (previously authorized, authorization continues)
4. Name, Title (authorization withdrawn)
This authorization may be withdrawn or amended and superseded by a written amendment to
this Letter of Authorization, which will be effective 24 hours after receipt by Municipality.
Kind regards,
[Name]
Manager, Google Fiber Colorado, LLC