HomeMy WebLinkAboutResolution 32-24RECORD OF RESOLUTIONS
BARRETT BROTHERS - DAYTON, OHIO Form 6301
Resolution No._22-24 Passed ,
AUTHORIZING THE CITY MANAGER TO ENTER INTO
CONTRACT MODIFICATIONS WITH DUBLINK
DEVELOPMENT COMPANY L.L.C. RELATED TO THE MULTI-
DUCT UNDERGROUND CONDUIT AND_ RELATED
FACILITIES COMMONLY KNOWN AS DUBLINK
WHEREAS, the Dublink Project began in 1998 and has been expanded and modified
over the years; and
WHEREAS, over the years, the Dublink System has expanded and continues to expand
to meet the needs of Dublin’s growing economic footprint; and
WHEREAS, in 2021, this Council approved modifications to the 1998 Dublink
Agreement that set a new rate structure and extended the Dublink System to Dublin
City Schools; and
WHEREAS, with Dublin’s Fiber to Every Home Project, Dublin and Dublink
Development Company LLC (“Operator”) negotiated amendments to ensure that
Dublink would work seamlessly to support this project; and
WHEREAS, in light of certain upcoming user renewals on the Dublink System, Dublin
and Operator reviewed the 2021 rates and have negotiated changes to address the
concerns of the current users; and
WHEREAS, Dublin and Operator believe it is necessary to update the existing
agreements and to memorialize certain operational understandings we have had with
the Operator; and
WHEREAS, City Council has determined it is in the best interest of the City to enter
into these agreements.
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Dublin, Delaware,
Franklin, and Union Counties, State of Ohio, __W___of the elected members concurring
that:
Section 1. Authorization of Agreements. The City Manager is hereby authorized to
execute the Amendment to the Agreements dated December 14, 1998 and May 11,
2021 with the Dublink Development Company L.L.C. in substantially the same form as
that set forth in the attached agreements.
Section 2. Further Authorizations. This City Council further hereby authorizes and
directs the City Manager, the Director of Finance, the Director of Law, the Clerk of
Council or other appropriate officers of the City to prepare and sign all documents and
instruments and to take any other actions as may be appropriate to implement this
Resolution.
Section 3. This Resolution shall take effect upon adoption in accordance with
4.04(a) of the Dublin Revised Charter.
Passed this | = day of ane , 2024.
Vice Mayor — Presiding Officer
To: Members of Dublin City Council
From: Megan D. O’Callaghan, City Manager
Date: June 11, 2024
Initiated By: Phillip K. Hartmann, Assistant Law Director
Stephen J. Smith, Assistant Law Director
Greg Dunn, Special Legal Counsel, Taft
Re: Resolution 32-24 – A Resolution Authorizing the City Manager to Enter into
Contract Modifications with Dublink Development Company L.L.C. Related to the
Multi-Duct Underground Conduit and Related Facilities Commonly Known as
Dublink
Background
The Dublink Project originated with a series of contracts between the City of Dublin and Fishel
Company. These contracts were initially entered into in 1998 and were expanded upon and modified
over the years including the most recent amendment in 2021. For the purposes of this report, we
will refer to Fishel Company and its subsidiary Dublink Development Company L.L.C., both as Fishel.
Dublink consists of a multi-conduit system owned and operated by Fishel, with one conduit of the
system dedicated for use by the City of Dublin. The City populated its conduit in the Dublink system
with fiber optics. The City has used fiber optics over the years for institutional/public purposes,
economic development attraction, retention and expansion, and dark fiber leasing. The City owns
approximately 25 miles of fiber optics within the City of Dublin and nearly 100 miles of fiber optics
outside the City of Dublin. Fishel has contractually managed and maintained the City's fiber optics
since its initial deployment.
The relationship with Fishel has been good and has helped the City further our economic
development and connectivity goals. Dublin’s Fiber to Every Home Project, has caused Dublin and
Fishel to examine how the Dublink System can be used properly to support this project. Additionally,
the Dublink System is facing some upcoming rate challenges with the renewals of some existing
users. Currently, both Fishel and the City of Dublin believe it is desirable to bring the Agreements
up to date by addressing various issues including expansion and pricing and memorializing certain
operational understandings we have had with Fishel. Resolution 34-24, the associated contract
modifications, will achieve this needed update.
Expansion/Overbuild
In 2021, Fishel and the City of Dublin began discussions of a Dublin 2.0 Overbuild to expand the
capacity of the existing Dublink System to serve Dublin’s West Innovation District. The Overbuild
would result in approximately 38,000 lineal feet of additional conduit. While part of the Overbuild
has been completed, a significant portion still needs to be done. The Overbuild is and will be
completed at the Fishel Company’s sole cost and expense. Thus, it is necessary to document the
obligations of the Fishel Company regarding the Overbuild.
Office of the City Manager
5555 Perimeter Drive • Dublin, OH 43017
Phone: 614.410.4400 • Fax: 614.410.4490 Memo
Resolution 32-24 – A Resolution Authorizing the City Manager to Enter into Contract Modifications with Dublink
Development Company L.L.C. Related to the Multi- Duct Underground Conduit and Related Facilities Commonly
Known as Dublink
June 11, 2024
Page 2 of 2
Rates
Since its inception, the rates for the Dublink System have varied. In 2021, the City and Fishel
attempted to simplify the conduit pricing structure that resulted in a comprehensive set of increased
rates that were intended to more accurately reflect the current cost of operating the Dublink System.
The 2021 rate increases created challenges to the City’s Fiber to Every Home Project and to the
current users of the Dublink System that are coming due for renewal. Therefore, it is in both the
City and Fishel's best interests to simplify and reduce the pricing for the various phases. Accordingly,
the City and Fishel propose to restructure conduit pricing into eight (8) phases. This restructuring
will result in the reduction of the conduit pricing by a minimum of 36% and up to 66% in six (6) of
the eight (8) phases. The other two (2) phases will remain the same and remain comparable to the
original 1998 rate structure.
With the overall reduction in rates, it is expected that it will alleviate the threats of legal action from
current users.
Transparency and Reporting
Since 1998, the Fishel Company has built and maintained the Dublink System in the City. With the
proposed Overbuild (discussed above) and the addition of City-owned conduit, generally in Bridge
Street and Bridge Park, the Dublink System has expanded well beyond its original footprint. This
growth has created challenges for the City in maintaining a comprehensive map, showing location
and capacity, of the Dublink System. This information is critical for the City’s planning purposes. The
proposed amendments will provide increased transparency with direct access to the Fishel GIS
System including detailed site/location plans of the System; annual statements of any current lease
expirations (occuring within 2 years); and additional documentation regarding users of the City-
owned portion of the System.
Franchise
In order to offset the proposed costs of the Overbuild, estimated at $3.4 million dollars, and the
reduction of rates for all users of the Dublink System, the City will agree to extend the existing
franchise agreement for an additional 10 years to 2058.
Recommendation
Staff recommends adoption of Resolution 32-24, Authorizing the City Manager to Enter into Contract
Modifications with Dublink Development Company L.L.C. Related to the Multi-Duct Underground
Conduit and Related Facilities Commonly Known as Dublink.
AMENDMENT TO AGREEMENT
THIS AMENDMENT TO AGREEMENT (the “Amendment”) is made and entered into as of
the ______day of __________________, 2024, by and between the City of Dublin, Ohio, an
Ohio municipal corporation (the “City”), having an office at 5555 Perimeter Drive, Dublin, Ohio
43017, and Dublink Development Company L.L.C., an Ohio limited liability company (“Operator”),
having an office at 1366 Dublin Road, Columbus, Ohio 43215. For the purposes of this
Amendment, City and Operator shall be referred to individually as a “Party” and collectively as the
“Parties.”
WITNESSETH:
WHEREAS, City and Operator entered into that certain Agreement dated December 14,
1998, and later amended by May 11, 2021 Amendment to Agreement (Collectively known as
the “Agreement”), granting Operator the exclusive right and authority to design, construct,
install, own, operate, manage, repair, maintain and restore a Conduit System, as such term is
defined in the Agreement, within the City at Operator's sole cost and expense, as more
particularly described in the Agreement attached hereto as Exhibit A and B and incorporated
herein;
WHEREAS, over the years, the Dublink System has expanded and continues to expand
to meet the needs of Dublin’s growing economic footprint;
WHEREAS, to accomplish this objective, Operator is to expand (“Overbuild”) the existing
Dublink System by approximately 38,000 lineal feet to service the City’s West Innovation
District;
WHEREAS, additional changes in the phases of construction of the Conduit System have
also necessitated the Parties to amend the Schedule of Charges and Fees provided for in the
Agreement in order to accurately reflect such phases of the Conduit System;
WHEREAS, additionally, Dublin’s Fiber to Every Home Project has required the City and
Operator to review the Agreements to make amendments to address various issues;
WHEREAS, the proposed rate schedule is to be more in line with the original 1998 rates;
WHEREAS, the new rates will likely alleviate the threats of legal action from current
users; and
WHEREAS, in light of the Overbuild and rate reduction, the City is willing is to extend
the current franchise for an additional Ten (10) years in accordance with the terms contained
in this Amendment;
WHEREAS, Dublin and Operator believe it is necessary to update the existing agreement
and to memorialize certain operational understandings we have had with the Operator; and
WHEREAS, City Council has determined it is in the best interest of the City to enter into
this agreement.
NOW, THEREFORE, effective as of the date hereof and in consideration of the mutual
agreements set forth below and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, and intending to be legally bound City and Operator agree as
follows:
1. Section 1 shall be amended as follows, with additions in boldface print:
N. “City Owned Conduit” means any conduit installed by the City, at the
City’s sole cost and expense.
O. “Lease(s)” means any agreement with all persons, businesses, and
public entities who agree to pay the applicable fees and charges for the
use of any part of Dublink.
2. Section 1(D) shall be amended as follows, with additions in boldface print:
D. “Dublink” means the area described in Exhibit A, including any further
additions to the Conduit System, including but not limited to the
Dublink 2.0 Overbuild.
3. Section 3(B)(ii) shall be amended as follows, with additions in boldface print:
ii. If the Operator declines to construct the special build, the City may construct the
special build and may charge such rates, charges, and fees for the use of such
special build conduit as may be established by regulation.
For any City Owned Conduit for which the Operator manages, Operator
shall provide City copies of any Lease for all users of City Owned
Conduit.
4. Section 3(C) of the Agreement shall be added as follows:
Operator agrees, at its sole cost and expense, to design, construct and install
the Dublink 2.0 Overbuild, as shown in Exhibit A which consists of
approximately 38,000 additional lineal feet to the Conduit System.
5. Section 4(D) of the Agreement shall be amended as follows, with additions in boldface
print:
D. Operator shall, upon completion of construction and installation of the System,
furnish the City Manager with accurate maps and other supporting data showing the
location of such installation and a set of “as constructed” drawings in electronic format
if available. In addition to the obligations hereunder, Operator will provide
the City with a proposal to allow authorized City Employees with direct
access to Operator’s GIS system by August 1, 2024
6. Section 4(I) of the Agreement shall be added as follows:
Operator shall be solely responsible for entering into and maintaining any and
all Leases with any user in Dublink. Operator shall have an ongoing obligation
to provide the City with the documentation, including user names, of any
Lease due to expire within Twenty Four (24) months.
7. Section 5 of the Agreement shall be replaced with the following:
Term. This Agreement shall terminate, at midnight, on December 31, 2058.
8. Exhibit A of the Agreement shall be amended to include the following:
Dublink 2.0 Overbuild
9. Exhibit C of the Agreement shall be replaced with the following:
EXHIBIT C
PHASE 1N PRICING
A. One-time lease payment for initial 25-year term per Section 2
Price Per Foot
1-1/4" Conduit $ 11.27
4" Conduit $ 27.50
B. Annual lease payment per duct foot.
1) Rate is adjusted every 5 years by 5% or 80% of CPI (whichever is higher)
2) 15-yr. initial term with extension per Section 2.
3) No subleasing
Price Per Foot
1-1/4" Conduit $ 1.80
4" Conduit $ 4.10
EXHIBIT C
PHASE 1S PRICING
A. One-time lease payment for initial 25-year term per Section 2
Price Per Foot
1-1/4" Conduit $ 8.36
4" Conduit $ 27.50
A. Annual lease payment per duct foot.
4) Rate is adjusted every 5 years by 5% or 80% of CPI (whichever is higher)
5) 15-yr. initial term with extension per Section 2.
6) No subleasing
Price Per Foot
1-1/4" Conduit $ 1.80
4" Conduit $ 4.10
EXHIBIT C
PHASE 2 PRICING
A. One-time lease payment for initial 25-year term per Section 2
a. Price Per Foot
1-1/4" Conduit $ 11.25
4" Conduit $ 27.50
B. Annual lease payment per duct foot.
7) Rate is adjusted every 5 years by 5% or 80% of CPI (whichever is higher)
8) 15-yr. initial term with extension per Section 2.
9) No subleasing
Price Per Foot
1-1/4" Conduit $ 1.80
4" Conduit $ 4.10
EXHIBIT C
PHASE 3 PRICING
A. One-time lease payment for initial 25-year term per Section 2
a. Price Per Foot
1-1/4" Conduit $ 9.95
4" Conduit $ 27.50
C. Annual lease payment per duct foot.
10) Rate is adjusted every 5 years by 5% or 80% of CPI (whichever is higher)
11) 15-yr. initial term with extension per Section 2.
12) No subleasing
Price Per Foot
1-1/4" Conduit $ 1.80
4" Conduit $ 4.10
EXHIBIT C
PHASE 4 PRICING
A. One-time lease payment for initial 25-year term per Section 2
a. Price Per Foot
1-1/4" Conduit $ 17.56
4" Conduit $ 42.67
D. Annual lease payment per duct foot.
13) Rate is adjusted every 5 years by 5% or 80% of CPI (whichever is higher)
14) 15-yr. initial term with extension per Section 2.
15) No subleasing
Price Per Foot
1-1/4" Conduit $ 2.86
4" Conduit $ 6.94
EXHIBIT C
PHASE 5 PRICING AND REQUIREMENTS
A. One-time lease payment for initial 25-year term per Section 2
Price Per Foot
1-1/4" Conduit 10.00
4" Conduit $ 24.30
B. Annual lease payment per duct foot.
1) Rate is adjusted every 5 years by 5% or 80% of CPI (whichever is higher)
2) 15-yr. initial term with extension per Section 2.
Price Per Foot
1-1/4" Conduit $ 1.63
4" Conduit $ 3.96
C. No subleasing
EXHIBIT C
PHASE 6 PRICING
A. One-time lease payment for initial 25-year term per Section 2
a. Price Per Foot
1-1/4" Conduit $ 17.56
4" Conduit $ 27.50
E. Annual lease payment per duct foot.
16) Rate is adjusted every 5 years by 5% or 80% of CPI (whichever is higher)
17) 15-yr. initial term with extension per Section 2.
18) No subleasing
Price Per Foot
1-1/4" Conduit $ 1.80
4" Conduit $ 4.10
EXHIBIT C
PHASE 7 PRICING
A. One-time lease payment for initial 25-year term per Section 2
a. Price Per Foot
1-1/4" Conduit $ 10.04
4" Conduit $ 27.50
F. Annual lease payment per duct foot.
19) Rate is adjusted every 5 years by 5% or 80% of CPI (whichever is higher)
20) 15-yr. initial term with extension per Section 2.
21) No subleasing
Price Per Foot
1-1/4" Conduit $ 1.80
4" Conduit $ 4.10
EXHIBIT C
PHASES 1N, 1S, 2, 3, 4 ,5, 6 and 7 MAP
IN WITNESS WHEREOF, City and Operator have executed this Amendment to be effective as of
the date first written above.
OWNER:
The City of Dublin, Ohio,
an Ohio municipal corporation.
By:
OPERATOR :
Dublink Development Company
L.L.C., an Ohio limited liability company.
By:
Name: Name:
Its: Its:
Date: Date:
Approved As To Form:
Law Director, City of Dublin, Ohio
0127090.0607160 4879-3360-8646v1