Resolution 55-23RECORD OF RESOLUTIONS
GOVERNMENT FORMS & SUPPLIES 844-224-3338 FORM NO. 30045
55-23
Resolution No. Passed 20
A RESOLUTION AUTHORIZING THE CITY MANAGER TO ENTER
INTO A MASTER NETWORK AGREEMENT WITH ALTAFIBER FOR
THE BROADBAND TO THE HOME PROJECT
WHEREAS, the City of Dublin has determined that the provision of High-Speed
Broadband Services, as defined below, to residents and businesses is a critical public
need that directly impacts the vitality and quality of life within the City; and
WHEREAS, the COVID-19 pandemic has manifested the importance of High-Speed
Broadband Services for employment, education, consumerism, telemedicine and
other resident needs to successfully function and compete in today’s society; and
WHEREAS, local governments across the country have recognized that the provision
and delivery of High-Speed Broadband Services will require the intervention and
partnership of local governments with private telecommunication providers to
achieve delivery of high speed broadband service and ensure that no portion of the
community is underserved or left behind; and
WHEREAS, the City issued a request for proposals (“RFP”) from internet service
providers to deploy, operate, and maintain a broadband internet network; and
WHEREAS, seven proposals were received and the City’s evaluation team evaluated
the proposals and ultimately selected altafiber as the strategic partner to move
forward with negotiations for a contract; and
WHEREAS, altafiber has proposed a plan to extend its backbone fiber optic network
to all Addressable Locations within the City Limits of Dublin, to provide High Speed
Broadband Services to City residents and businesses (collectively, “Consumers”); and
WHEREAS, the Parties have negotiated in good faith to develop acceptable terms
to enter into a binding Agreement defining the objectives, duties, roles, and
responsibilities of each party with respect to extending the backbone fiber network
of altafiber to provide High Speed Broadband Services to the Consumers within the
City of Dublin.
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Dublin,
‘L__ of its elected members concurring, that:
Section 1. The City Manager is hereby authorized to execute the attached Master
Network Agreement with altafiber for the purpose of providing broadband services
to all Dublin residents .and businesses with changes not inconsistent with this
Ordinance and not substantially adverse to the City and which shall be approved by
the City Manager.
Section 2. Council further hereby authorizes and directs the City Manager, the
Director of Law, the Director of Finance, the Clerk of Council, or other appropriate
officers of the City to take any other actions as may be appropriate to implement this
Ordinance without further legislation being required.
Section 3. This Ordinance shall take effect in accordance with 4.04(b) of the Dublin
Revised Charter.
RECORD OF RESOLUTIONS
GOVERNMENT FORMS & SUPPLIES 844-224-3338 FORM .NO,30045. 55-23 Page 2 of 2
Resolution No. Passed , 20
e Passed this 2b day of Osecne , 2023.
Penal Lgl.
Mayor - Presiding Officer //
ae of Council J
To: Members of Dublin City Council
From: Megan D. O’Callaghan, City Manager
Date: June 20, 2023
Initiated By: Doug McCollough, Chief Information Officer
Brandon Brown, Director of Innovation and Performance Analytics/Interim
Director of Information Technology
Kendel L. Blake, Management Analyst
Re: Resolution 55-23 – Authorizing the City Manager to Enter Into a Master Network
Agreement with altafiber for the Broadband To The Home Project
Background
In support of Council’s goal to be the most connected city, Staff has selected a service provider
partner to execute a plan to build new network infrastructure within the City and make competitive
Internet services available to all Dublin residents and businesses. Background on the goal and the
activities that have been completed in support of the goal are outlined below.
Analysis
Together with consultant Entropy, Inc., a cross disciplinary team including Ice Miller,
Communications & Public Information, the Chief Information Officer, Information Technology and
the Office of the City Manager, performed a comprehensive analysis, inclusive of resident sentiment,
market research, technical assessment and benchmarking of other communities around the U.S.
Culminating and summarized by the report delivered by Entropy, this analysis led to our foundational
model of soliciting the private sector for a Service Provider partner to share the cost of building new
fiber optic infrastructure, based on Passive Optical Networking (PON) technology, capable of
delivering 10 Gbps (hereinafter referred to as “Gig”) reaching all Dublin residents and businesses.
The analysis also concluded that the vast majority of customers will opt for services less than 1 Gig.
RFP
The City published a Request for Proposals (RFP) on July 8, 2022, seeking a partner to build a
network according to the best outcomes of the analysis. The City received seven proposal responses.
Entropy, Inc. and the cross disciplinary evaluation team underwent the evaluation and selection
process that first evaluated all proposals and shortlisted three respondents. The four respondents
that were not shortlisted were informed that they were not in the running for the project. The
evaluation team underwent an additional process that requested clarification and details from the
top three respondents and ultimately selected altafiber as the strategic partner to move forward with
negotiations for a contract. Staff then informed the other two companies in the top three that they
were not selected.
Partner Selection
The team established a series of meetings in April through June with altafiber to negotiate terms for
a contract. As an example, the company had questions about the City’s permitting process and
Office of the City Manager
5555 Perimeter Drive • Dublin, OH 43017
Phone: 614.410.4400 Memo
Memo re. Resolution 55-23 – Authorizing the City Manager to Enter Into a Master Network Agreement with
altafiber for the Broadband To The Home Project
June 20, 2023
Page 2 of 3
construction requirements. Touchpoints were designed to provide the company with introductions
to the City’s Engineering team and points of contact who will process permits for the projects, as
well as answer questions for them so that a streamlined permitting process may be ensured. The
negotiation process resulted in a Master Network Agreement (“Agreement”) that is being
recommended for Council’s approval. The Agreement was fully vetted and prepared from all experts
on the City side - including consultant Entropy, Ice Miller, Frost Brown Todd, Dublin IT and Dublin
Engineering.
Summary
The company, altafiber, engaged in detailed negotiations with the City team addressing the
anticipated expectations, interests, assumptions and potential impacting factors of this significant
project. Both the City team and the altafiber team have developed an Agreement that satisfies the
interests of both parties as well as meets the Most Connected City goal, with regard to the delivery
of fiber optic based broadband Internet access for all Dublin residents and businesses.
Under the proposed 15-year term Master Network Agreement “Agreement”, altafiber will design,
build, operate, and maintain a new fiber optic network, based on XG-PON (10 Gig PON technology,
capable of service levels up to 10 Gig). altafiber will be investing roughly $35 million into this fiber
optic network. Dublin will be the first completed fiber high-speed broadband service area of
comparable size in the central Ohio region.
Project Implementation – Construction
altafiber will execute their project plan through submission of construction permit requests and
coordination with Project staff on the City side. The City will form an internal project team to manage
the vendor and the contract. The City will execute a communications plan, announcing the
partnership and facilitating messaging with residents, businesses, the media, industry and other
partners and stakeholders, such as Dublin City Schools. altafiber will use reasonable efforts to ensure
all addressable locations are fiber passed within 36 months and to substantially complete the network
extension work for all addressable locations within 48 months.
Rates
altafiber will provide mass market introductory rate packages for High-Speed Broadband Services
that are the same or better to what altafiber currently offers to Consumers in the State of Ohio, and
offer standard rate packages for High-Speed Broadband Services that are the same or better to what
altafiber currently offers to Consumers in the State of Ohio during the Term of the Agreement.
Municipal Fiber
altafiber will allocate up to twelve (12) fibers within all “backbone” feeder fiber cables by altafiber
for potential future use for governmental purposes. The City must elect the number of fibers and
fiber routes no later than July 1, 2024. Dublin agrees that the Municipal Fiber shall be used for
internal governmental use by the City and will not compete with altafiber’s service. Dublin will
enter into an Indefeasible Right of Use (IRU) agreement no later than July 1, 2024, for the
allocated fiber, with a maximum annual cost of $95,000 to the City for all twelve fibers during the
Term of this Agreement.
Network Operation and Support
Memo re. Resolution 55-23 – Authorizing the City Manager to Enter Into a Master Network Agreement with
altafiber for the Broadband To The Home Project
June 20, 2023
Page 3 of 3
In addition to altafiber providing the broadband service and customer support, altafiber agrees to
locate a local office within the City of Dublin.
Unicity Smart City/Innovation Center
altafiber will provide either a $275,000 Unicity Smart City allowance or contribute $250,000 to an
Innovation Center. The Dublin team will work to identify which option best suits the needs of the
community. An idea for the Unicity allowance included the potential to put public Wi-Fi in the
designated parks. While on the other hand, an innovation center would be a physical location that
would showcase innovation of the City of Dublin. The center would be expected to be co-developed
by the City and altafiber. There are opportunities to use this to work within other developments, tie
in the Beta District, the Intelligent Community Forum Institute, or other aspects of Connected Dublin.
Project Funding
The initial contribution amount by the City of Dublin is $5,900,000. Consistent with City policy,
portions of the new fiber infrastructure will be required to utilize the Dublink fiber conduit system.
In the event the costs of doing so change during the project, the impact to the cost proposal could
be up to $1,200,000. Total potential cost is thus capped at $7,100,000. Per the agreement, altafiber
will not receive payment until the fiber is constructed and available to be ordered by the customer.
Recommendation
Staff recommends adoption of Resolution 55-23, authorizing the City Manager to enter into a
Master Network Agreement with altafiber for the Broadband To The Home Project.
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MASTER NETWORK AGREEMENT
THIS MASTER NETWORK AGREEMENT (“Agreement”) is made and entered into in
Dublin, Ohio, as of the ____ day of _______________, 2023 (“Effective Date”), by and between
CINCINNATI BELL EXTENDED TERRITORIES LLC dba altafiber, an Ohio limited liability
company, with a place of business located at 221 East Fourth Street, Cincinnati, Ohio 45202, and
its affiliates (collectively, “altafiber”), and the CITY OF DUBLIN , OHIO, an Ohio municipal
corporation, with a place of business located at 5555 Perimeter Drive, Dublin, Ohio 43017, and its
successors and assigns (“City”), (each a “Party” and collectively the “Parties”).
WHEREAS, the City of Dublin has determined that the provision of High-Speed
Broadband Services, as defined below, to residents and businesses is a critical public utility need
that directly impacts the vitality and quality of life within the City; and
WHEREAS, the COVID-19 pandemic has manifested the importance of High-Speed
Broadband Services for employment, education, consumerism, telemedicine and other resident
needs to successfully function and compete in today’s society; and
WHEREAS, local governments across the country have recognized that the provision and
delivery of High-Speed Broadband Services will require the intervention and partnership of local
governments with private telecommunication providers to achieve delivery of high speed
broadband service and ensure that no portion of the community is underserved or left behind; and
WHEREAS, the City issued a request for proposals (“RFP”) (attached as Exhibit E) from
internet service providers to deploy, operate, and maintain a broadband internet network, and using
the published criteria, ranked altafiber as the top ranked proposer;
WHEREAS, City accepted altafiber’s Response to the Request for Proposals and
identified it as the strategic City partner to move forward with negotiations; and
WHEREAS, altafiber has proposed a plan to extend its backbone fiber optic network to
all Addressable Locations within the City Limits of Dublin (approximately 20,000) (“Service
Area”), to provide High Speed Broadband Services to City residents and businesses (collectively,
“Consumers”); and
WHEREAS, the Parties have negotiated in good faith to develop acceptable terms to enter
into a binding Agreement defining the objectives, duties, roles, and responsibilities of each party
with respect to extending the backbone fiber network of altafiber to provide High Speed
Broadband Services to the Consumers within the City of Dublin.
NOW, THEREFORE, for and in consideration of the mutual benefits accruing to the
Parties hereto, and for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Parties agree as follows:
1. Network Extension Work. altafiber agrees to undertake the necessary design,
construction, installation, maintenance and operation of equipment and infrastructure to extend its
existing backbone fiber optic network to Consumers within the Service Area (“Network
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Extension Work”). The proposed backbone fiber network will provide Consumers with High-
Speed Broadband Services capable of provisioned symmetrical speeds of 10 Gigabit per second
(Gbps) (“High-Speed Broadband Services”), subject to customer preferences. The Network
Extension Work shall be built as described in Exhibit D. Both parties agree and understand that
the backbone fiber network proposed will provide the fiber infrastructure to qualify Addressable
Locations as either Fiber Qualified or Fiber Passed as defined in Exhibit C.
2. Term. Unless this Agreement is terminated in accordance with the provisions
contained herein, or extended by mutual agreement of the parties, their successors or assigns, the
Term of this Agreement shall begin on the Effective Date and continue until fifteen years after the
Effective Date.
3. Completion Date. altafiber will use reasonable efforts to ensure all Addressable
Locations are Fiber Passed within thirty-six (36) months and to substantially complete the Network
Extension Work for all Addressable Locations within forty-eight (48) months, as further described
in Exhibit A. Prior to the commencement of Network Extension Work, altafiber shall submit a
proposed timeline for completion of the Network Extension Work, which shall include milestones
based on Door Release Dates (“Timeline”). “Door Release Date” shall be defined as the date
upon which Addressable Locations become Fiber Qualified or Fiber Passed as defined in Exhibit
C.
4. Project Performance and Metrics. altafiber will develop engineering plans,
infrastructure designs, timelines, performance goals, and other project implementation information
(collectively, “Project Information”). altafiber will provide Project Information to City prior to
the Network Extension Work. Once Network Extension Work has commenced, altafiber shall
provide City with quarterly performance updates and metrics related to Project Information
(“Metrics”). Metrics shall be reported electronically and shall include, but are not limited to, data
on penetration rates and buildout progress. altafiber agrees to meet with City on a quarterly basis
to discuss the Metrics and set performance goals for the following quarter as required under
Section 6 of this Agreement.
5. Contribution Amount. In consideration of the Network Extension Work, City shall
pay altafiber Five Million Nine Hundred Thousand Dollars ($5,900,000) (the “Contribution
Amount”), which has a value of Two Hundred Ninety-Five Dollars ($295) per Addressable
Location. City shall pay altafiber in periodic installments in accordance with the payment schedule
attached hereto as Exhibit A (the “Payment Schedule”). In the event that the rate Dublink
Development Company LLC charges altafiber does not revert to the rates set forth in the December
14, 1998 agreement as defined in Exhibit H between the City and the Dublink Development
Company LLC, City shall supplement the Contribution Amount by One Million Two Hundred
Thousand Dollars ($1.2 million) (“Supplemental Amount”). The Supplemental Amount shall be
paid by adding the Supplemental Amount pro rata to the Payment Schedule, which has a value of
Sixty Dollars ($60) per Addressable Location. The Contribution Amount and Supplemental
Amount shall constitute an all-inclusive, total sum for Network Extension Work provided by
altafiber under the terms of this Agreement, subject to customary availability and deployment in
the market, as well as applicable legal and regulatory requirements. Payments of the Contribution
Amount and Supplemental Amount shall be calculated based upon the payment milestones
achieved during the period set forth in Exhibit A. After completion of each milestone, altafiber
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shall prepare a written invoice and submit same to City together with any other supporting
documentation reasonably requested by City (collectively, the “Payment Application”). Within
thirty (30) days after City’s receipt of each Payment Application, City will pay portions of the
Contribution Amount and Supplemental Amount then due with immediately available funds by
ACH payment or other mutually agreeable payment method. In the event that City disputes any
amount set forth on a Payment Application, City shall notify altafiber in writing setting forth the
amount withheld from such Payment Application and provide a reasonable description of the
rationale for the withholding. altafiber shall promptly cure the underlying cause for any such
withholding and, upon curing such underlying cause, may include amounts of the Contribution
Amount with respect thereto with the next Payment Application, unless otherwise agreed upon by
the Parties in writing.
6. Responsibilities of altafiber. altafiber represents and warrants that it shall:
(a) perform the Network Extension Work to ensure that all Addressable Locations
identified in the Service Area are Fiber Passed or Fiber Qualified and in accordance with Exhibit
D;
(b) provide an experienced and able management team to design, build, operate, and
maintain the proposed Network Extension Work and resulting Network;
(c) perform the Network Extension Work in a safe and professional workman-like manner
and in accordance with all applicable federal, state, county, and municipal laws, ordinances, orders,
rules, and regulations in effect on the date hereof;
(d) take reasonable precautions to protect the persons and property of others on or adjacent
to Network Extension Work sites, either in public right of way or recorded utility easements, from
damages, loss, injury, interference, or nuisance resulting from the Network Extension Work and
to restore any property areas to a condition materially consistent with the condition immediately
prior to the Network Extension Work and/or in compliance with any applicable Franchise
Agreement. In case of any disturbance of pavement (whether concrete, asphalt or other surface
material), curb, sidewalk, driveway, apron or other surfacing, altafiber shall, at its own cost and
expense, and in a timely manner, replace and restore all pavement, sidewalk, driveway,
landscaping, or surface of any street disturbed, in as good condition as before said work was
commenced and in accordance with generally applicable standards for such work. In case of any
disturbance of grass or topsoil, altafiber shall, at its own cost and expense, and in a timely manner,
provide seed and straw to all areas disturbed to reasonably restore the grass or topsoil to as good
condition as before said work was commenced and in accordance with generally applicable
standards for such work. altafiber shall comply with City’s property and street restoration
standards, and all applicable ordinances, regulations and applications as set forth collectively in
Exhibit F;
(e) utilize care when working in areas that contain irrigation systems and dog fences.
altafiber will repair damage to marked irrigation systems and dog fences at its own expense.
altafiber will repair damage to irrigation systems within 48 hours of notice to altafiber and damage
to dog fences by the end of the same working day if possible, and at most, within 24 hours of
notice to altafiber of damage. Irrigation systems and dog fences shall be repaired as close to
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previous condition as possible;
(f) obtain all necessary federal, state, county and municipal permits, licenses, and
approvals prior to the commencement of the Network Extension Work and comply with City
Ordinance Chapter 98 and regulations promulgated pursuant to Chapter 98 of the Dublin Codified
Ordinances. Chapter 98 and attendant regulations are attached as Exhibit F;
(g) enter into an agreement with the Dublink Development Corporation for use of the
Dublink conduit facilities;
(h) meet with City representatives as reasonably requested and coordinate access to
worksites prior to commencement of the Network Extension Work;
(i) pay for all services, labor, materials, and other costs and expenses incurred in
connection with the Network Extension Work;
(j) make financial investments to maintain and upgrade backbone fiber equipment and
infrastructure throughout the Term of this Agreement and to provide services and service quality
standards that are equal to or better than what altafiber provides in other jurisdictions in Ohio and
surrounding states throughout the duration of the Term;
(k) develop performance goals and metrics for completion of the Network Extension
Work. altafiber shall provide to City confidential, on-line reports detailing Network Extension
Work progress and accomplishment of performance goals on a quarterly basis, and include “as-
built” digital mapping data in KMZ or Esri data formats, or other digital mapping data formats as
such formats become available to altafiber. All “as-builts” and digital mapping data provided by
altafiber shall be considered Confidential Information as defined in Section 13 – Confidentiality
of this Agreement;
(l) cause all of its contractors, subcontractors, representatives and agents performing the
Network Extension Work to comply with all requirements of this Section 6, as applicable;
(m) provide project closeout documentation to the City, including, but not limited to the
Notice of Completion, upon completion of all Network Extension Work within the Service Area;
(n) reasonably pursue and participate when economically feasible and operationally
practicable in federal, state and private grant funding opportunities, at the reasonable request of
and in conjunction with City;
(o) provide mass market introductory rate packages for High-Speed Broadband Services
that are the same or better to what altafiber currently offers to Consumers in the State of Ohio, and
offer standard rate packages for High-Speed Broadband Services that are the same or better to
what altafiber currently offers to Consumers in the State of Ohio during the Term of this
Agreement;
(p) provide City with network upgrade plans, including, but not limited to, updated
technology paths, modems, Wi-Fi capabilities, XGS-GPON ONT’s, and network redundancy, as
further described in Exhibit D, periodically and within a reasonable time after such technologies
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become commonly and customarily available;
(q) be the first completed Fiber High Speed Broadband service area of comparable size in
the central Ohio region, including Franklin, Delaware and Union Counties, substantially
completed by altafiber; and
(r) negotiate in good faith with City to expand the Service Area upon notice from the City
of annexation of contiguous property; and
(s) notify City in the event of a sale of the backbone fiber optic network within the Service
Area. altafiber agrees to discuss with City the purchase of the network in the event of a sale.
(t) Notwithstanding the foregoing, City acknowledges that certain Addressable
Locations, as defined in Exhibit C, may not have access to the backbone fiber constructed due to
restrictions on accessing the units by property owners, excessive fee requirements of property
owners, or other non-customary requirements of property owners to access the property units as
required to extend the fiber infrastructure to deliver service.
(u) The parties also acknowledge that areas within the Service Area may exist where the
installation of backbone fiber and the provision of services hereunder may be practically
impossible as a result of topography, geography, governmental regulation, and right of entry.
altafiber acknowledges that City has informed altafiber that rock is commonly encountered within
the Service Area and altafiber commits that it is investigating and accommodating such
topographical conditions. If altafiber encounters subsurface or latent physical conditions differing
materially from those investigated by altafiber or if unknown physical conditions of an unusual
nature are discovered by altafiber, altafiber will promptly notify City. Upon notification, the City
Engineer will investigate the conditions and if it is determined that the conditions materially differ
and cause an increase or decrease the cost or time required for the Network Extension Work, the
parties will negotiate in good faith to determine a feasible alternative and/or make an adjustment
and modify the Agreement as necessary. The Engineer will notify altafiber of the determination
whether or not an adjustment of the Agreement is warranted.
7. Responsibilities of City. City represents and warrants that it shall:
(a) provide the Contribution Amount described in Section 5 of this Agreement to assist
with altafiber’s Network Extension Work;
(b) assist to expedite the permitting process, where possible and consistent with state and
federal law, for use of public right of ways and zoning permits for the Network Extension Work
and assist altafiber in acquiring such permits;
(c) identify and consult with all applicable City stakeholders including the City Engineer,
prior to execution of this Agreement;
(d) provide altafiber with all City and City-specific ordinances, rules and regulations
prior to commencement of Network Extension Work for review and comment by altafiber;
(e) provide City-specific geospatial datasets, including parcel and address data to
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altafiber free of charge;
(f) assist altafiber in identifying and communicating with residential property owners,
business property owners, and management firms of Condominium Owners’ Associations,
Homeowners’ Associations, and Multi-Dwelling Units, regarding the Network Extension Work;
(g) reasonably pursue and participate when economically feasible and operationally
practicable in federal, state and private grant funding opportunities, at the reasonable request of
and in conjunction with altafiber;
(h) City Council hereby authorizes the City Manager to issue altafiber a general right-of-
way permit pursuant to Section 98.04(c) of City Ordinance Chapter 98 as per Exhibit G;
(i) As part of the City’s contribution for the Network Extension Work, City Council
hereby authorizes the City Manager to waive all fees associated with this Agreement, except for
the general right-of-way application fee of One Thousand Dollars ($1000) as set forth in Section
98.04(c) of City Ordinance Chapter 98;
(j) renew all right-of-way permits associated with the Network Extension Work
throughout the Term of this Agreement; and
(k) provide sales and marketing support including, but not limited to: (a) City to provide
an opportunity to bid or submit a proposal to altafiber for all commercial telecommunications and
broadband Internet services that the City may need, (b) City to provide altafiber booth space and
signage rights at all City events to altafiber, (c) City to partner with altafiber in an ongoing
campaign to market the awareness of the partnership with altafiber in the community through City
website, social media and other print and digital marketing vehicles and campaigns, and (d)
collaborate with altafiber on a streamlined administrative process to the benefit of both altafiber
and City while maintaining compliance with City Code of Ordinances Chapter 115, which includes
(i) honoring altafiber employment background check in lieu of the required solicitors background
check, and (ii) extending the validity of the solicitors license to a ninety (90) days period.
8. Business and Residential Customers. City acknowledges and agrees that altafiber
shall offer for purchase High-Speed Broadband Services resulting from the Network Extension
Work to all Consumers, regardless of income or credit-status. At its option, however, altafiber
may elect to provide additional services to such Consumers. City will have no authority or
responsibility for fielding customer inquiries, addressing customer concerns, or otherwise with
respect to altafiber customers within the City. City will have no responsibility for network upgrade
costs or other costs to maintain or enhance the provision of Services to such residential and/or
business customers, beyond those defined in this Agreement under Network Extension Work.
9. Fiber for Municipal Use. As part of the Network Extension Work, and at no initial
upfront capital cost to City, altafiber will allocate up to twelve (12) fibers within all “backbone”
feeder fiber cables by altafiber for potential future use by City for governmental purposes
(“Municipal Fiber”) up to 55 route miles. City must elect the number of fibers and fiber routes
no later than July 1, 2024. City agrees that the Municipal Fiber shall be used for internal
governmental use by the City and will not compete with altafiber’s service. In conjunction with
altafiber granting the backbone fiber allocation for City use, altafiber and the City shall enter into
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an Indefeasible Right of Use (IRU) agreement no later than July 1, 2024, for the allocated fiber,
with a maximum annual cost of $95,000 to the City during the Term of this Agreement. Final cost
of the annual maintenance will trued up by the City upon final determination of the amount of
route miles utilized by the City of Dublin upon completion of the Network Extension Work at a
rate of $12.00 per fiber per mile per month.
10. Innovation Center Funding or Unicity Smart City Funding. Upon City’s request,
altafiber will collaborate with City to either create an Innovation Center located within the Service
Area or provide Unicity Smart City Funding.
(a) Innovation Center. altafiber shall enter into good faith negotiations with City for an
Innovation Center sponsorship and co-marketing agreement whereby altafiber will invest an
amount not to exceed Two Hundred Fifty Thousand Dollars ($250,000) (“Sponsorship
Commitment”), in exchange for certain co-marketing services and commitments (“Sponsorship
Benefits”).
(i) Sponsorship Commitment. The Sponsorship Commitment shall include any
agreed upon combination of cash, leasing fees for the Local Office space, and in-kind services for
the Innovation Center which may include services such as (a) commercial Ethernet transport, (b)
commercial managed Wi-Fi, and (c) consulting, professional services, and seminar hosting. In
addition to the Sponsorship Commitment, altafiber will use reasonable efforts to design, construct
and install fiber infrastructure to extend its backbone fiber optic network to serve the Innovation
Center, provided that the Innovation Center property owner provides a right-of-entry and an
unobstructed pathway for the fiber extension to the building.
(ii) Sponsorship Benefits. The Sponsorship Benefits shall include any agreed upon
combination of marketing and co-marketing commitments by the City which may include (a) co-
sponsorship naming and signage rights to the Innovation Center, (b) print and digital marketing
regarding the Innovation Center on the City website and social media, newsletters (print and/or
email), (c) public relations campaign around the Innovation Center grand opening and “ribbon
cutting”, and (d) City to fund a video advertisement about the Innovation Center that both the City
and altafiber have rights to use in their own media and advertising campaigns.
(b) Unicity Smart City Funding. Upon City’s request, altafiber will collaborate with
City to identify opportunities for public Wi-Fi infrastructure improvements within City (“Unicity
Smart City Opportunities”). Upon identification of Unicity Smart City Opportunities, altafiber
shall provide City with funding in an amount not to exceed $275,000 for public Wi-Fi
infrastructure improvements within the City (“Unicity Smart City Funding”). altafiber will
undertake the necessary design, construction and installation of equipment and infrastructure to
extend its backbone fiber optic network to account for the Unicity Smart City Opportunities.
altafiber will use all reasonable efforts to implement Unicity Smart City Opportunities
concurrently with the Network Extension Work.
11. Local Office. Within eighteen (18) months of Effective Date, altafiber shall establish
a brick-and-mortar office available to Consumers located within the Service Area.
12. Ownership. altafiber shall retain sole ownership in its existing backbone fiber
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network and any additions to the backbone fiber network as contemplated by the Network
Extension Work and this Agreement. The entire fiber network will remain with altafiber, and City
shall have no interest therein. If altafiber undergoes a change in ownership, substantial sale of
assets, acquisition, or dissolution, it must provide notice in writing to City.
13. Confidentiality. Subject to the Ohio Public Records Act, and as lawfully
permissible, the City and altafiber agree to keep confidential and protect against disclosure the
provisions of this Agreement and any and all valuable or potentially valuable information, whether
communicated in oral, written, electronic or other form prior to or after execution of this
Agreement, including, but not limited to, customer information and financial, commercial,
marketing, sales, technical, or scientific information (including without limitation all patents,
copyrights, trademarks, service marks, trade names, trade dress, and applications relating to same,
trade secrets, software, code, inventions, know-how, and similar information), and any and all
other material, documents, and data related to the business activities of the other party
(collectively, “Confidential Information”). Each party shall mark its respective Confidential
Information as “Confidential.” Notwithstanding the foregoing, the Parties may disclose
Confidential Information to their lawyers, accountants, other professional advisors, and lenders on
a confidential basis, and as required by law, regulation or other legal rule or order. The City hereby
covenants and agrees not to duplicate, use, or disclose, in whole or in part, any Confidential
Information provided by altafiber without prior written consent from altafiber. City may disclose
altafiber data related to the Network Extension Work to private or public entities for the sole
purpose of applying for and/or securing funding or grants, provided that altafiber consents in
writing, which consent shall not be unreasonably withheld or delayed. altafiber acknowledges that
City is characterized as a public office under O.R.C. § 149.43(A)(1). Records in the possession of
the City or retained by it are subject to the Ohio Public Records Act at O.R.C. § 149.43. City
covenants and agrees that it will promptly notify altafiber of any public records request. altafiber
will immediately assert and claim its rights to exclude from the City’s response to the request
altafiber’s Response to the City’s RFP. City may provide the requesting party with redacted copies
of altafiber’s Response to the City’s RFP. City will inform the requesting party that the redacted
information is exempt from disclosure under the Public Records Act. In the event that the
requesting party objects to the assertion of the exemption and proceeds to challenge the same
according to O.R.C. § 149.43(C), City covenants and agrees that it will inform altafiber of the
challenge. In the event of a challenge, altafiber will defend the exemption in any and all
administrative and judicial proceedings.
14. Indemnification. altafiber covenants and agrees at its expense to pay and to indemnify
and save the City, and their officers and agents (the “Indemnitees”) harmless of, from and against,
any and all claims, damages, demands, expenses (including, without limitation, reasonable
attorneys’ fees) and liabilities relating to bodily injury or property damage resulting directly or
indirectly from altafiber’s (and/or any affiliate's thereof) performance pursuant to this Agreement
or failure to perform pursuant to this Agreement unless such claims, damages, demands, expenses
or liabilities arise by reason of the negligent act or omission of the City, or other Indemnitees.
However, nothing contained in this Agreement shall be construed as creating either a joint venture
or partnership relationship between the City and altafiber or any affiliate thereof.
15. Insurance. altafiber shall maintain insurance in accordance with the insurance
requirements attached hereto as Exhibit B. Prior to performing any Network Extension Work,
9
and at any time upon the request of City, altafiber shall provide City with certificates evidencing
compliance with all such insurance requirements.
16. Event of Default; Remedies. In the event that either party breaches a material
provision of this Agreement, which shall constitute an “Event of Default” under this Agreement,
the non-defaulting party shall give written notice to the defaulting party setting forth the nature of
the default (“Notice of Default”). The defaulting party will have thirty (30) days following receipt
of the Notice of Default to cure such Event of Default. If the defaulting party fails to cure the
Event of Default within the cure period (which shall be extended in cases where the default is of
the nature that it cannot reasonably be cured within such 30-day period), the non-defaulting party
may terminate this Agreement for cause under this Section by written notice to the other party and
may exercise its legal rights and remedies as a result of such Event of Default. During the term of
this Agreement, each party, and their successors and assigns, has the right to enforce this
Agreement and any provisions in law and or equity by seeking monetary damages, injunction,
specific performance, or other legal and equitable relief without prejudice to any other rights or
remedies such party may have at law or in equity for breach of this Agreement.
17. Breach of Service. In addition to any other legal right or remedy available under the
Agreement for breach thereof, if altafiber ceases to provide High-Speed Broadband Service as
defined in Section 1 of this Agreement to Fiber-Qualified Addressable Locations during the term
of the Agreement, or fails to meet Metrics, altafiber will provide compensation equal to a
percentage of the Contribution Amount. The percentage of the Contribution Amount owed to the
City by altafiber shall be based on the number of years that this Agreement has been in effect, as
follows:
Years from Effective Date Percentage of Contribution Amount
Less than 1 Contribution Amount
1 Contribution Amount
2 Contribution Amount
3 Contribution Amount
4 11/15 of Contribution Amount
5 10/15 of Contribution Amount
6 9/15 of Contribution Amount
7 8/15 of Contribution Amount
8 7/15 of Contribution Amount
9 6/15 of Contribution Amount
10
10 5/15 of Contribution Amount
11 4/15 of Contribution Amount
12 3/15 of Contribution Amount
13 2/15 of Contribution Amount
14 1/15 of Contribution Amount
15 0/15 of Contribution Amount
18. Successors and Assigns; Assignment. This Agreement will be binding upon and inure
to the benefit of the Parties hereto and their respective successors and assigns. altafiber may assign
this Agreement with prior written approval from the City during the Network Extension Work
construction phase of this Agreement. The City’s approval shall not be unreasonably withheld, and
the City shall submit said approval to altafiber within ten (10) business days after altafiber’s written
notice to the City. Upon the City's receipt of the Notice of Completion of the Network Extension
Work and for the remainder of the Term, altafiber may assign this Agreement upon prior written
notice to the City. Successors and assigns of altafiber shall be bound by and comply with all
provisions of this Agreement. Notwithstanding anything to the contrary in this Section, a sale,
acquisition or merger of altafiber’s parent company will not require prior written approval of the
City.
19. Use of Either Party’s Name; Joint Marketing. City acknowledges that all goodwill
associated with altafiber’s name and logo are, and shall remain, the sole property of altafiber and
no rights are conferred upon City to use the same without the prior written consent of altafiber,
which consent shall not be unreasonably withheld, conditioned or delayed. altafiber acknowledges
that all goodwill associated with City’s name and logo are, and shall remain, the sole property of
City and no rights are conferred upon altafiber to use the same without the prior written consent
of City, which consent shall not be unreasonably withheld, conditioned or delayed. The Parties
shall cooperate in joint marketing efforts utilizing the marketing resources and goodwill of each
party to promote the High-Speed Broadband Services made available to Consumers as a result of
the Network Extension Work. Except as otherwise mutually agreed to by the Parties, each party
shall bear its own expenses without contribution in connection with such joint marketing efforts.
20. Authority. City and altafiber represent and warrant to the other that it is not, by law
or by agreement with others, prohibited from entering into this Agreement, that each party has
obtained any necessary approvals or consents in advance of executing this Agreement, and that the
persons executing this Agreement on behalf of each party are authorized to execute and deliver
this Agreement on behalf of such party.
21. Severability. If a court of competent jurisdiction determines that any provision of this
Agreement is invalid or unenforceable for any reason, such invalidity or unenforceability shall not
invalidate or render unenforceable the remainder of this Agreement; and, unless such construction
would be unreasonable, this Agreement shall be construed as if not containing the invalid or
11
unenforceable provision and the rights and obligations of each party shall be construed and
enforced accordingly. The Parties shall negotiate in good faith to amend this Agreement, to the
extent necessary, to replace any unenforceable provision so as to give effect to the Parties’ intent.
22. Entire Agreement. This Agreement and the Exhibits and Schedules referred to herein
constitute the entire agreement between the Parties concerning the subject matter hereof. All prior
agreements, representations, statements, negotiations, understandings, proposals, and
undertakings, oral or written, with respect to the subject matter hereof are superseded and replaced
by this Agreement.
23. Incorporation by Reference. Each of the Exhibits attached hereto is expressly
incorporated herein and made a part of this Agreement, and all references to this Agreement shall
include the exhibits hereto. In the event of any inconsistency between this Agreement and the
exhibits attached hereto, this Agreement (without reference to such exhibits) shall govern.
24. Execution in Counterparts. This Agreement may be executed and delivered in any
number of counterparts each of which so constituted and delivered shall be deemed to be an
original and all of which shall constitute one and the same instrument.
25. Notice. Every notice required or permitted hereunder must be in writing and is deemed
to have been duly given if personally delivered or mailed by certified or registered mail, return
receipt requested, to the party’s address set forth below. Notice is effective upon receipt or refusal
as indicated by the return receipt. Either party may change its address for the purpose of notice
hereunder by providing the other party with notice of the new address.
Notice to Dublin:
City of Dublin, Ohio
5555 Perimeter Drive
Dublin, Ohio 43017
Attn: City Manager
With copy to:
Ice Miller LLP
Attn: Gregory Dunn
Special Counsel for City of Dublin
250 West Street, Suite #700
Columbus, Ohio 43215
Office: (614) 462-5033
26. Interpretation. All paragraph headings and other titles and captions herein are for
convenience only, do not form a substantive part of this Agreement, and shall not restrict or enlarge
any substantive provisions hereof or thereof.
27. Survival. The provisions of Sections 12, 13, 14, 15, and 18 will survive termination
Notice to altafiber:
altafiber
221 East Fourth Street – 103-1080
Cincinnati, Ohio 45202
Attn: Legal Department
12
of this Agreement.
28. Governing Law. This Agreement is governed by and construed under the laws of the
State of Ohio, without regard to conflict of laws principles.
29. Venue. The exclusive venue for all cases or disputes related to or arising out of this
Agreement shall attorn to the appropriate state or federal courts of Franklin County, Ohio.
30. Amendment. This Agreement may only be modified by a written amendment to this
Agreement signed by the Parties hereto.
31. No Third-Party Beneficiaries. This Agreement shall be deemed to be for the benefit
solely of the parties hereto and shall not be deemed to be for the benefit of any third party.
[Signature page follows]
13
IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement as of
the Effective Date.
City:
CITY OF DUBLIN, OHIO
An Ohio municipal corporation
By:
Name:
Title:
altafiber:
CINCINNATI BELL EXTENDED TERRITORIES LLC
d/b/a altafiber
An Ohio limited liability company
By:
Name:
Title:
A-1
Exhibit A
Payment Schedule
Both parties have reviewed the Addressable Location data provided by altafiber and agree
that there are approximately twenty-thousand (20,000) Addressable Locations within the City of
Dublin. altafiber will provide High-Speed Broadband Services to Addressable Locations defined
in Exhibit C as Single Family Units (SFU) with thirty-six (36) months and Multiple Dwelling
Units (MDU) within forty-eight (48) months of the Effective Date.
As defined previously in Section 5 – Contribution Amount, both parties agree to a total not
to exceed the Contribution Amount of Five Million Nine Hundred Thousand Dollars ($5,900,000)
(the “Contribution Amount”), or Two Hundred and Ninety-Five Dollars ($295) per Addressable
Location for 20,000 Addressable Locations. In addition, if applicable, both parties agree that a
Supplemental Amount as defined in Section 5 – Contribution Amount shall be paid in addition to
the Contribution Amount equal to One Million Two Hundred Thousand Dollars ($1,200,000) (the
“Supplemental Amount”) or Sixty Dollars ($60) per Addressable Location for 20,000
Addressable Locations. The MDU Addressable Locations will qualify as either “Fiber Passed” or
“Fiber Qualified” as defined in Exhibit C. The parties acknowledge and agree that the unique
nature of MDUs will likely prohibit altafiber from extending backbone fiber facilities to all
identified MDU Addressable Locations. altafiber cannot guarantee installation of its backbone
fiber for Addressable Locations where practicably impossible.
Under the proposed Payment Schedule provided below, the period covered by the first
Payment Application will begin on the first date of the month immediately following the Effective
Date of this Agreement. Thereafter, altafiber will submit quarterly Payment Applications to the
City upon the expiration of each quarterly period. The basis of the Payment Application shall be
the number of Addressable Locations which have been Fiber Qualified or Fiber Passed within the
Payment Application period at Two Hundred Ninety Five Dollars ($295) per Addressable Location
for the Contribution Amount, and if applicable Sixty Dollars ($60) per Addressable Location for
the Supplemental Amount. Within thirty (30) days after City’s receipt of each Payment
Application, City will pay undisputed portions of the Contribution Amount and Supplemental
Amount then due with immediately available funds by ACH payment or other mutually agreeable
payment method. In the event that City disputes any amount set forth on a Payment Application,
City shall notify altafiber in writing identifying the amount withheld from such Payment
Application and a reasonable description of the rationale for the withholding. altafiber shall
promptly cure the underlying cause for any such withholding and, upon curing such underlying
cause, may include withheld amounts of the Contribution Amount and Supplemental Amount with
the next Payment Application.
Upon altafiber’s determination of completion of all Network Extension Work, altafiber
shall submit to City a Notice of Completion. Following receipt of the Notice of Completion, City
shall pay to altafiber the remainder of the Contribution Amount and Supplemental Amount, if
applicable. The payment amount shall be based upon the Contribution Amount and the
Supplemental Amount, less the amount provided to altafiber in previous Payment Applications,
up to and including Seven Million One Hundred Thousand Dollars ($7,100,000). City will pay
the remainder of the Contribution Amount and Supplemental Amount with immediately available
A-2
funds by ACH payment or other mutually agreeable payment method within thirty days of receipt
of the Notice of Completion.
Example: In the first Payment Period altafiber completes 1,000 SFU addressable locations
and 100 MDU addressable locations. The Payment Application would be calculated as follows:
Contribution Amount: 1,100 x $295 = $324,500 for Payment Application No. 1.
Supplemental Amount: 1,100 x $60 = $66,000 for Payment Application No. 1
Total Payment Amount: $324,500 + $66,000 = $390,500 for Payment Application No. 1.
Below is the proposed Payment Application Schedule for this Agreement:
Payment Application
Number
Period Covered by Payment Application
1 0-90 days
2 91-180 days
3 181-270 days
4 271-365 days
5 366-450 days
6 451-540 days
7 541-630 days
8 631-730 days
9 731-810 days
10 811-900 days
11 901-990 days
12 991-1095 days
B-1
Exhibit B
Insurance Requirements
1. Except as otherwise stated below, altafiber shall maintain the following insurance for the
duration of this Agreement and at all times when performing Network Extension Work:
(a) Commercial General Liability insurance, reasonably equivalent to the latest filed
and approved ISO CG 00 01 coverage form, with commercially reasonable endorsements, in an
amount not less than one million dollars ($1,000,000) for bodily injury and property damage per
occurrence, two million dollars ($2,000,000) products/completed operations aggregate and two
million dollars ($2,000,000) general aggregate. Products/completed operations shall be maintained
for the applicable statute of limitations.
(b) Worker’s Compensation insurance in accordance with applicable state law where
the Network Extension Work is performed.
(c) Employers Liability insurance in an amount of not less than $1,000,000 each
accident, $1,000,000 each employee by disease and $1,000,000 policy limit by disease.
(d) Business Automobile insurance with combined single limit of not less than
$1,000,000 each accident.
(e) Umbrella/Excess Liability insurance following the form of the Commercial
General Liability, Business Automobile Liability and Employers Liability insurance policies in an
amount of not less than $5,000,000 per occurrence and $5,000,000 general aggregate.
2. All insurance policies required hereunder shall be written by companies with an A. M. Best
Financial rating or its equivalent of “A” or better that are qualified to conduct business in the
state(s) where the Network Extension Work is performed. All policies must be primary with
respect to the Indemnitees and contain a waiver any rights of subrogation in favor of the
Indemnitees. The Commercial General Liability, Business Automobile and Umbrella/Excess
liability policies shall include the Indemnitees as additional insureds. altafiber and City
acknowledge that altafiber may retain, self-insure or maintain deductibles in an amount of not
more than $2,500,000 per occurrence.
C-1
Exhibit C
altafiber Network Qualification Definitions
As used in this Agreement, an “Addressable Location” is defined as a location within the City in
which there is an existing Delivery Point Validation (DPV) verified address, a non-DPV verified
address location in which altafiber service has existed in the past, or a location in which there is a
potential for the requirement to deliver High-Speed Broadband.
As used in this Agreement, “Delivery Point Validation” (DPV) is a form of address validation
designed by the USPS to ensure that an address can receive mail. USPS address reference data set
includes DPV data. A delivery point is a unique mailbox recognized by the postal system.
As used in this Agreement, a “Single Family Unit” (SFU) is defined as a location within the City,
either residential or business or combination of the two, containing less than five units within an
addressable location and does not typically require a Right of Entry (ROE) agreement with the
property owner. A SFU addressable location is fed off of the backbone fiber with either an aerial
fiber service drop or direct buried fiber service drop to addressable residential and business
locations.
As used in this Agreement, a “Multi Dwelling Unit” (MDU) is defined as a location within the
City, either residential or business or combination of the two, containing five or more units within
an addressable location and requires a Right of Entry (ROE) agreement with the property owner,
or any addressable business location that has a direct buried or underground service feed at the
time of the Network Extension Work. A MDU addressable location is fed off of the backbone
fiber with either an aerial fiber cable, direct buried fiber cable, or underground fiber cable placed
in conduit, to the addressable location. Additionally, addressable MDU locations typically
require altafiber to install additional inside wiring facilities to each MDU location.
As used within the Agreement, “Fiber Qualified” shall mean backbone fiber has been installed
within the road right-of-way and/or the private property equivalent at or adjacent to the Consumer
location, as applicable, such that the Consumer location is capable of receiving High-Speed
Broadband Services with the provisioning of a so-called aerial fiber service drop or direct buried
fiber service drop to an addressable residential or business location by altafiber, but without further
Network Extension Work or other construction related activities. As defined above, SFU
addressable locations are typically “Fiber Qualified” once the necessary Network Extension work
has been completed. For addressable MDU locations, the installation of the inside wiring fiber
drop is not installed until a high-speed internet service order is initiated by the customer.
As used within the Agreement, “Fiber Passed” shall mean backbone fiber has been installed
within the road right-of-way and/or the private property equivalent at or adjacent to the Consumer
location, as applicable, such that the Consumer location is capable of receiving High-Speed
Broadband Services with additional Network Extension Work. The additional Network Extension
Work for a “Fiber Passed” location is not considered to be backbone fiber extension, and is subject
C-2
to all customary special construction charges, ROE Agreements, and any other conditions that
need to be provided by the end user customer outside of this Agreement.
Examples of scenarios that may cause an “Addressable Location” to be qualified as “Fiber
Passed” at the completion of the backbone fiber construction.
• Any addressable location, residential, or business, or a combination of the two containing
five or more units within a single structure.
• Any addressable MDU location, residential or business, requiring a Right of Entry
Agreement (ROE) with the property owner.
• Any addressable business location that has a direct buried or underground service feed at
the time of the Network Extension Work.
D-1
Confidential Information – Not for Public Disclosure per O.R.C. §§ 1333.61-69.
Exhibit D
altafiber Technology Deployment
Fiber Serving Area Layout & Backbone Fiber
D-2
Confidential Information – Not for Public Disclosure per O.R.C. §§ 1333.61-69.
Core Network Design – Data Center
D-3
Confidential Information – Not for Public Disclosure per O.R.C. §§ 1333.61-69.
altafiber commits to the following technology requirements for the proposed fiber-to-the-
premise (FTTP) deployment within the City of Dublin Service Area:
1. An XGS-PON fiber deployment utilizing Nokia (or equivalent) FTTP equipment,
capable of provisioned speeds of symmetrical 10 Gbps.
2. Furnish and install approximately 1,400,000 feet of feeder and distribution fiber cable
to support the FTTP deployment.
(a) The primary installation method for the proposed fiber cable will be
underground directional boring.
(b) Approximately 131,000 feet of the proposed fiber cable will be installed in the
existing Dublink conduit facilities.
3. Furnish and install approximately 91 Fiber Distribution Hubs (FDH) across the Service
Area to support the FTTP deployment.
(a) Feeder and distribution fiber, and FDH facilities shall allocate one (1) fiber per
identified residential address and two (2) fibers per identified business address.
(b) Feeder and distribution fiber and FDH facilities shall initially be designed at a
maximum utilization rate of 70-80% allowing for future growth and maintenance
activities.
4. Core Data Equipment and Optical Line Terminals (OLT’s) will reside in a single data
center within the Service Area. altafiber reserves the right to make the final
determination as to which Data Center is utilized for the Network Agreement.
(a) Final equipment deployment configuration and equipment manufacturer is
subject to final engineering requirements, and subject to change. All deployed
equipment configurations and manufacturers supporting the Service Area shall be
consistent with altafiber’s existing carrier grade network deployments.
5. Core Network Equipment will be supported by diverse 100Gx100G links back
altafiber’s existing data core networks.
0127206.0607984
1197984.7
E-1
Exhibit E
City of Dublin Fiber to the Home RFP
[RFP to be inserted.]
F-1
Exhibit F
City of Dublin Installation Requirements and Applicable Ordinances, Regulations and
Applications
[Chapter 98, ROW Ordinances, and Regulations to be inserted here.]
G-1
Exhibit G
City of Dublin General Right-of-Way Application
[General Right of Way Application to be inserted here.]
H-1
Exhibit H
City of Dublin – December 1998 Dublink Agreement
[Agreement to be inserted here.]
0127206.0607984
1197984.7