HomeMy WebLinkAboutReso 152-2020 (20-610)City of South San Francisco P.O. Box 711 (City Hall,
ARINGII&MM400 Grand Avenue)
South San Francisco, CA
City Council
Resolution: RES 152-2020
File Number: 20-610 Enactment Number: RES 152-2020
RESOLUTION AUTHORIZING THE CITY MANAGER
TO EXECUTE A BILL OF SALE FOR THE
PURCHASE OF CONDUIT WITH INTERMOUNTAIN
INFRASTRUCTURE GROUP (IIG) IN AN AMOUNT
NOT TO EXCEED $550,000, AUTHORIZING THE
CITY MANAGER TO EXECUTE A FUNDING
AGREEMENT WITH C/CAG FOR THE PURCHASE
OF THE CONDUITS WHICH OVERLAP WITH THE
SMART CORRIDOR PROJECT IN AN AMOUNT NOT
TO EXCEED $300,000 AND APPROVING BUDGET
AMENDMENT 21.018 WHICH WOULD AMEND THE
FISCAL YEAR 2020/21 CAPITAL IMPROVEMENT
PROGRAM.
WHEREAS, the City adopted a Dig Once Policy in an effort to reduce the impact of
telecommunications construction in the City's public right-of-way by providing opportunities for
multiple telecommunication service providers and other parties to negotiate collocation and joint
trenching of conduits, fiber optic cables, and other related equipment as a part of an "open trench"
process; and
WHEREAS, Intermountain Infrastructure Group (IIG) is a Full Facilities Based Competitive
Location Exchange Provider as granted by the California Public Utilities Commission via Decision
19-02-013 and is considered a telecommunications service provider; and
WHEREAS, as required by the Dig Once Policy, IIG notified City staff of their plan to install
underground conduit throughout the City and provided the City an opportunity to negotiate collocation
of conduits as a part of the open trench process; and
WHEREAS, the City desires to participate in the open trench process through purchasing conduits
from IIG and collocating such city -owned conduits with IIG's planned Phase I route; and
WHEREAS, by partnering with IIG the City will add eleven miles of city -owned conduit, which
presents a major opportunity to build a city-wide fiber network; and
WHEREAS, the City and IIG have negotiated a bill of sale for the purchase of conduits and related
components for an amount of $545,086, attached hereto and incorporated as Exhibit A; and
WHEREAS, this amount is included in the proposed FY 2020-2021 Capital Improvement Program
(CIP) budget as part of the Broadband Expansion Project (ST2102); and
WHEREAS, C/CAG is funding the South San Francisco Smart Corridors Expansion Project
(Project No. tr2002), which is part C/CAG's larger San Mateo County Smart Corridor Project to help
City of South San Francisco Page 1
File Number: 20-610
Enactment Number. RES 152-2020
with freeway incident management and to improve mobility of local arterial streets by installing
Intelligent Transportation System (ITS) equipment; and
WHEREAS, portions of the IIG Phase I route overlap with the South San Francisco Smart
Corridors Expansion Project route; and
WHEREAS, C/CAG has agreed to fund the purchase of the conduits for the portion of the
right-of-way covered by the IIG route that aligns with the Smart Corridors Project; and
WHEREAS, the City and C/CAG desire to enter into a funding agreement, attached hereto and
incorporated herein as Exhibit B, for conduit purchase and installation and to specify each party's
obligations for implementing and funding the conduit purchases; and
WHEREAS, C/CAG approved the funding agreement included in Exhibit B at its June 2020 Board
Meeting; and
WHEREAS, the City Council's approval of the bill of sale and the funding agreement will
contribute to the City's Strategic Plan outcome of improved Quality of Life by providing eleven miles of
underground conduit for future use, and will enable the City to more easily and cost -efficiently install
fiber by threading it through existing conduits to build out the City's network and expand Wi-Fi access
citywide.
NOW THEREFORE BE IT RESOLVED, that the City Council of South San Francisco hereby
approves a bill of sale for the purchase of conduit with Intermountain Infrastructure Group (IIG) in an
amount not to exceed $545,086, attached hereto and incorporated herein as Exhibit A.
BE IT FURTHER RESOLVED, that the City Manager is hereby authorized to execute the bill of
sale in Exhibit A for the purchase of conduit with Intermountain Infrastructure Group (IIG), subject to
approval as to form by the City Attorney.
BE IT FURTHER RESOLVED, that the City Council of South San Francisco hereby approves a
funding agreement with C/CAG for the purchase of the conduits which overlap with the Smart Corridor
project in an amount not to exceed $300,000, attached hereto and incorporated herein as Exhibit B.
BE IT FURTHER RESOLVED, that the City Manager is hereby authorized to execute a funding
agreement with C/CAG in Exhibit B for the purchase of the conduits which overlap with the Smart
Corridor project in an amount not to exceed $300,000, subject to approval as to form by the City
Attorney.
BE IT FURTHER RESOLVED, that the City Council of South San Francisco hereby approves
budget amendment 21.018.
BE IT FURTHER RESOLVED, that the City Manager is hereby authorized to make any revisions,
amendments or modifications deemed necessary to carry out the intent of this Resolution that do not
materially alter or increase the City's obligations thereunder, subject to approval as to form by the City
Attorney.
City of South San Francisco Page 2
File Number. 20-610
Enactment Number: RES 152-2020
BE IT FURTHER RESOLVED, that the City Manager is hereby authorized to take any other
related action necessary to carry out the intent of this Resolution.
At a meeting of the City Council on 10/28/2020, a motion was made by Councilmember Nagales,
seconded by Councilmember Nicolas, that this Resolution be approved. The motion passed.
Yes: 5 Mayor Garbarino, Vice Mayor Addiego, Councilmember Nagales, Councilmember
Nicolas, and Councilmember Matsumoto
Attest by L L4 LL
osa Govea Acosta, City Clerk
City of South San Francisco Page 3
Page 1 of 12
CONDUIT BILL OF SALE AND OPERATION OF JOINT TRENCH AGREEMENT
This Conduit Bill of Sale and Operation of Joint Trench Agreement (“Agreement”) is made
effective as of ___________ _____, 2020 (“Effective Date”) by and between Intermountain
Infrastructure Group, LLC, a Delaware limited liability company with offices at 533 Airport Blvd,
Suite 400, Burlingame, CA, 94010 (“IIG”) and City of South San Francisco, a California municipal
corporation, with an address of 400 Grand Ave., South San Francisco, CA 94080 (“City”). Each
may be referred to herein as a “Party” and collectively as the “Parties.”
WHEREAS, IIG is building, has built, or will build a conduit system along a segment
identified as “IIG Phase I Fiber Route” and as more particularly described and depicted on
Schedule 2 attached hereto and incorporated herein by this reference (“Conduit Segment”); and
WHEREAS, City desires to obtain title to two (2) of those certain two-inch Conduits
(defined below) covered under the Phase I Fiber Route and those certain handholes as further
delineated in Exhibit A pursuant to the terms of this Agreement; and
NOW, THEREFORE, in consideration of the mutual promises and covenants contained
herein, and for other good and valuable considerable, the receipt and sufficiency of which are
hereby acknowledged, the Parties hereby agree as follows:
1.Conduits. IIG has dug or will dig a trench for which IIG will install two (2) two-inch (2”) pipes
or tubes, in accordance with the specifications provided in Schedule 1 (“Conduits”), so that
City may pull its fiber optic cables through the Conduits which shall traverse the route more
particularly described and referred to as the Conduit Segment. Upon execution of a Bill of
Sale as defined in Section 5, the City shall obtain all rights and title to the Conduits.
2.Handholes. IIG will install and place those certain handholes along the Conduit Segment as
more particularly delineated in Schedule 2 (“Handholes”) which shall be for the City’s sole
use, enjoyment, and responsibility, upon the execution of the Bill of Sale defined in Section
5.
3.Inspection and Acceptance. It is the mutual intention of the Parties that the construction of
the Conduit Segment and Handholes commence upon the Effective Date and be completed
prior to September 30,2021 (“Completion Date”). The City’s Public Works Department shall
conduct a final inspection of the Conduit Segment and Handholes for acceptance or rejection
by the City. IIG shall provide written notice of completion of construction and request the City
to inspect the Conduit Segment and Handholes, within forty-five (45) days of City’s receipt of
such notice of completion. The City shall provide written notice to IIG whether the Conduit
Segments and Handholes are accepted or rejected upon proper installation of facilities,
compaction of backfill, and replacement of pavement to the satisfaction of its Public Works
Department, in accordance with all specifications and requirements contained within the
permits issued by the City. Within forty-five (45) days of receipt of the notice of the
Completion Date, City shall return to IIG a written notice either accepting or rejecting the
Exhibit A
Page 2 of 12
Conduit Segment. If City rejects the Conduit Segment and/or Handholes, City shall also
specify in writing, in reasonable detail, the defect or failure in the Conduit Segment and/or
Handholes in relation to the specifications in Schedule 1. If City fails to notify IIG of its
acceptance or rejection within such 45-day period, City shall be deemed to have accepted the
Conduit Segment and/or Handholes, as applicable. The date of such notice of acceptance or
deemed acceptance of the Conduit Segment and Handholes shall be the “Acceptance Date.”
In the event of any written rejection by City, IIG shall take such action as reasonably
necessary, and as expeditiously as practicable, to correct or cure such defect or failure, and
the process of acceptance shall be repeated. The foregoing notwithstanding, if City uses any
portion of the Conduit Segment prior to issuing a formal acceptance, other than for testing,
such use shall constitute acceptance of the Conduit Segment with an Acceptance Date
effective as of the earliest documented use by City.
4. Fee. The total payment of $545,086, (“Fee”), which shall cover the total value of the Conduits
trenching and boring footages and the Handholes, shall be paid, via wire transfer or check
within six (6) months of the Acceptance Date.
5. Bill of Sale. In consideration for IIG’s receipt of the Fee, IIG shall execute the “Bill of Sale” in
substantially the same form as that provided in Schedule 3, attached hereto and incorporated
herein.
6. Underlying Rights. IIG shall obtain, in full force and effect, all rights, licenses, permits,
authorizations, franchises, rights of way, easements (collectively, the “Underlying Rights”)
from the City or other governmental regulatory authority that are necessary for IIG to obtain
in order to permit IIG to construct and install the Conduit Segment and Handholes in
accordance with this Agreement, and pay all required fees associated with procuring such
Underlying Rights. City shall obtain and maintain in full force and effect, all Underlying Rights
necessary for City to obtain in order to use and operate its fiber optic system and ancillary
equipment. City and IIG agree to cooperate with and support each other in complying with
any requirements applicable to their respective rights and obligations hereunder by any
governmental authority.
7. Maintenance. From and after the Acceptance Date, all maintenance and repair of the
Handholes shall be the sole responsibility and expense of City. IIG will routinely mark the
location of existing conduits in response to underground service alert (USA) notifications,
provide maintenance services and repair work as necessary for the Conduit Segment
including the Conduits for twenty (20) years following the Effective Date at no charge to the
City. After the twenty (20) year period, the City shall reimburse IIG for the cost of all
maintenance and repair work attributable to the City’s Conduits, at its sole expense. IIG shall
continue to be responsible for maintenance and repair of the Conduit Segment including the
City Conduits, but shall be only responsible for the cost of such work attributable to its
network and remainder of the Conduit Segment excluding the City Conduits.
Page 3 of 12
8. Relocation of City Conduits. If, after the Acceptance Date with respect to the Conduits, IIG
is required (i) by any governmental authority under the power of eminent domain or
otherwise, (ii) by the grantor or provider of any Underlying Right, (iii) by any other person
having the authority to so require (each a "Relocating Authority"), or (iv) by the occurrence
of any force majeure event (which, for the purposes of this section, is defined as events
beyond the reasonable control of either City or IIG, without the fault or negligence of either
of them, and cannot be reasonably mitigated, overcome or avoided by due diligence), to
relocate the Conduits or any portion thereof, and to the extent that such relocation does not
arise from or relate to the fault or negligence of IIG in locating (such as failure to fulfill its
obligations under Section 6 of this Agreement), trenching, installation or maintenance of the
Conduit Segment, then IIG shall have the right to either proceed with such relocation,
including, but not limited to, the right, in good faith, to reasonably determine the extent and
timing of, and methods to be used for, such relocation, or to pay such amounts to the
Relocating Authority as are necessary to avoid the need for such relocation. The City shall be
kept fully informed of determinations made by IIG in connection with such relocation, and
any such relocation shall be built according to the specifications of Schedule 1 and be subject
to Acceptance Testing. The City shall reimburse IIG for its proportionate share of the costs
(including Acceptance Testing and including amounts paid to a Relocating Authority to avoid
relocation) directly and necessarily related to such relocation (to the extent IIG has not been
reimbursed by the Relocating Authority) allocated to the City pro rata based on the number
of conduit within the affected trench of the Conduit Segment.
9. Taxes. IIG shall be responsible for obtaining all Underlying Rights, licenses, permits, and other
necessary governmental approvals and shall timely pay any and all taxes and franchise license
and permit fees (collectively “Taxes”) based on the physical location and occupation of the
Conduit Segment and Handholes and/or construction thereof in, on, across, along or through
public or private roads, highways or rights-of-way. From and after the Acceptance Date, all
Taxes assessed against City (or IIG if the Taxes should have been assessed on City) for its use
and ownership of the Conduit Segment and Handholes shall be the sole expense and
responsibility of the City.
10. Representations and Warranties. Each Party represents and warrants that:
a. it has full right and authority, including any requisite corporate authority, to perform
its respective obligations under this Agreement;
b. the execution of this Agreement is not in violation of its charter, by-laws or any law,
regulation or agreement by which it is bound or to which it is subject;
c. no litigation or governmental proceeding is pending or threatened in writing which
might have a material adverse effect on this Agreement, the transaction
contemplated by this Agreement or the rights of the Parties hereunder.
11. Indemnification. Each Party shall indemnify and hold harmless the other Party and its
respective officers, agents and employees from and against all claims, damages, losses,
liabilities, and costs arising from its acts or omissions pursuant to this Agreement including
without limitation attorneys’ fees and cost.
Page 4 of 12
12. Limitations of Liability. Neither Party shall be liable in any action initiated by one against the
other for special, indirect, consequential or punitive damages resulting from or arising out of
this Agreement, or the performance of the work hereunder, including, without limitation,
economic loss or loss business or profits or business interruptions, however same may be
caused.
13. Insurance. From the Effective Date through the Acceptance Date, IIG shall obtain and
maintain, and shall require any of its permitted subcontractors to obtain and maintain, not
less than the insurance set forth below:
a. Workers' Compensation: Statutory; and employer’s liability insurance covering death
or injury to any person or persons, or damage to property arising from the operations
of vehicles or equipment, with limits of not less than $1,000,000 per occurrence.
b. Commercial General Liability: Written on a per occurrence basis to include coverage
for: Broad Form Property Damage; Bodily Injury; Personal Injury; Blanket Contractual
Liability; and Products/Completed Operations, with a combined single limit per
Occurrence not less than $2,000,000.
c. Automotive Liability: Covering death or injury to any person or persons, or damage to
property arising from the operation of vehicles or equipment, for all vehicles owned,
hired, non-hired, non-owned and borrowed by contractor in the performance of the
obligations covered under this Agreement, with limits of not less than $1,000,000 per
occurrence.
14. Notices. All notices shall be in writing and shall be delivered by certified mail return receipt
requested or by overnight delivery that is capable of providing proof of delivery. Any such
notice shall be deemed effective on the date of mailing. All notices shall be addressed to the
Parties as follows:
City: City of South San Francisco
Attn: Public Works Director
550 North Canal Street, South San Francisco CA 94080
IIG: Intermountain Infrastructure Group, LLC
533 Airport Blvd, Suite 400
Burlingame, CA, 94010
15. Severability. In the event that any term or provision of this Agreement is declared to be
illegal, invalid or unconstitutional, then that provision shall be deemed to be deleted from
this Agreement and have no force or effect and this Agreement shall thereafter continue in
full force and effect, as modified.
16. Confidentiality. In connection with this Agreement, either Party may furnish to the other
certain information that is marked or otherwise clearly identified as proprietary or
confidential or is produced or developed during the working relationship between the
Page 5 of 12
Parties and which would, if disclosed to competitors of either Party, give or increase such
competitors’ advantage over the Party or diminish that Party’s advantage over its
competitors (“Confidential Information”). This Confidential Information may include,
among other things, documentation, data, drawings, specifications, plans, and other
technical or business information. The parties acknowledge that the City is subject to the
California Public Records Act and records and documents in the City’s possession are
generally considered public records unless protected by a specific exemption. In addition,
the parties acknowledge that the City may not be in a position to establish that any
information not marked as confidential pursuant to this Agreement is confidential,
proprietary, or considered trade secrets. Thus, notwithstanding any provisions of this
Agreement, the City shall not be liable or in any way responsible for the disclosure of any
information provided by IIG that has not been plainly marked or clearly identified as
Confidential Information.
For purposes of this Section 15, the Party that discloses Confidential Information is referred
to as the “Disclosing Party” and the Party that receives Confidential Information is referred
to as the “Receiving Party”.
a. Duties of Receiving Party. With respect to Confidential Information disclosed under
this Agreement, the Receiving Party shall:
i. hold the Confidential Information in confidence, exercising a degree of care
not less than the care used by the Receiving Party to protect its own
proprietary or confidential information;
ii. restrict disclosure of the Confidential Information solely to those of its or its
affiliates’ employees, contractors or consultants who have a need to know,
require such contractors or consultants to sign a confidentiality agreement
that contains use and disclosure restrictions as restrictive as in this Section 16,
and not disclose the Confidential Information to any other person or entity
without the prior written consent of the Disclosing Party;
iii. advise those employees of their obligations with respect to the Confidential
Information; and
iv. use the Confidential Information only in connection with the performance of
this Agreement except as the Disclosing Party may otherwise agree in writing.
b. Permitted Disclosures. The Receiving Party shall have no obligation to preserve the
proprietary nature of Confidential Information which:
i. was previously known to the Receiving Party free of any obligation to keep it
confidential;
ii. is or becomes publicly available by means other than unauthorized disclosure;
iii. is developed by or on behalf of the Receiving Party legally and independently
of any Confidential Information furnished under this Agreement;
iv. is received from a third Party whose disclosure does not violate any
confidentiality obligation; or
v. is required to be disclosed by law, such as if disclosure is required under the
Public Records Act or ordered for disclosure by court or administrative order.
Page 6 of 12
Notwithstanding any other provisions of this Agreement, IIG agrees to
indemnify, defend and hold harmless the City, its officers, agents and
employees from any claims, liabilities, damages and costs incurred by or
awarded against the City in favor of a third party initiating legal action to
obtain IIG’s Confidential Information covered by this Agreement.
17. Dispute Resolution. Except for an action seeking a temporary restraining order or injunction,
or suit to compel compliance with this dispute resolution process, the Parties agree to use
the dispute resolution procedures set forth in this Section with respect to any controversy or
claim arising out of or relating to this Agreement. For a period of thirty (30) days after notice
from either Party, the Parties shall attempt in good faith to resolve the dispute by direct
negotiation of representatives of the Parties.
18. Governing Law. This Agreement shall be governed by and interpreted in accordance with the
substantive laws of the State of California, without reference to its conflicts of law principles.
Each Party hereby submits to the jurisdiction and venue of the courts in San Mateo County
California for purposes of any litigation related to the Agreement and irrevocably waives any
defense of an inconvenient forum to the maintenance of any action or proceeding in any such
court, any objection to venue with respect to any such action or proceeding and any right of
jurisdiction on account of the place of residence or domicile of any Party thereto.
19. Survival. Any and all provisions of this Agreement which, by their nature, would reasonably
be expected to be complied with or performed after the expiration or termination of this
Agreement shall survive and be enforceable after the expiration or termination of this
Agreement.
20. Relationship of the Parties. The relationship of the Parties is that of independent contractor
and not as the agent, employee or legal representative of the other. Each Party has and
hereby retains the right to exercise full control of and supervision over the performance of
its obligations hereunder and full control over the employment, direction, compensation and
discharge of its employees assisting in the performance of such obligations.
21. Amendment. No amendments, changes or modifications to this Agreement shall be valid
except if the same are in writing and signed by a duly authorized representative of each of
the Parties. Neither Party shall assign any of its rights hereunder without the prior written
consent of the other Party.
22. Rules of Construction. The captions or headings in this Agreement are strictly for
convenience and shall not be considered in interpreting this Agreement or as amplifying or
limiting any of its content. Words in this Agreement which import the singular connotation
shall be interpreted as plural, and words which import the plural connotation shall be
interpreted as singular, as the identity of the Parties or objects referred to may require.
Unless otherwise expressly provided herein, any agreement, instrument or statute defined
or referred to herein or in any agreement or instrument that is referred to herein means such
Page 7 of 12
agreement, instrument or statute as from time to time amended, modified or supplemented,
including (in the case of agreements or instruments) by waiver or consent and (in the case of
statutes) by succession of comparable successor statutes and references to all attachments
thereto and instruments incorporated therein.
23. Entire Agreement. This Agreement, including all Schedules, contains the entire agreement
between the Parties and supersedes all prior and contemporaneous communications,
understandings and agreements with respect to the subject matter hereof, whether written
or oral, expressed or implied. No other agreement, statement, promise, or practice between
the Parties relating to the Agreement shall be binding upon the Parties.
24. Counterparts. This Agreement may be executed in counterparts, each of which when
executed and delivered shall be an original, but all of which shall constitute one and the same
instrument. Facsimile signatures shall be treated as originals.
IN WITNESS WHEREOF, IIG and City have each duly executed and delivered this Conduit Bill of
Sale and Operation of Joint Trench Agreement as of the Effective Date.
IIG: City:
Intermountain Infrastructure Group, LLC City of South San Francisco
By: ___________________________ By: _____________________________
Name: _________________________ Name: __________________________
Title: __________________________ Title: ____________________________
Date: __________________________ Date: ____________________________
Page 8 of 12
Schedule 1
Conduit and Construction Specifications
1. GENERAL. This Schedule 1 outlines the specifications for construction of the Conduits. In
all cases, the standards contained in this Schedule or the standards of the federal, state,
local or private agency having jurisdiction, whichever is stricter, shall be followed. In
addition, all work and the resulting conduit system will comply with the current
requirements of all governing entities (FCC, NEC, DEC, and other national, state, and local
codes). Approvals of all proposed plans and specifications for construction shall be subject
to the issuance of an encroachment permit from the City of South San Francisco Public
Works Department.
2. MATERIAL. HDPE shall be a minimum of SDR-11. PVC conduit shall be minimum Schedule
40 wall thickness. Buried cable warning tape shall be three inches (3”) wide and display
"Warning: Buried Fiber Optic Cable" and emergency One Call "800" numbers printed
every twenty-four inches (24”).
3. MINIMUM DEPTHS. The minimum cover required in the placement of Conduits shall be
forty-two inches (42”). Additional depth will be required in ditches, forty-eight inches
(48”) and across streams, washes, culvert outfalls, and other waterways, sixty inches
(60”).
At locations where the Conduits crosses other subsurface utilities or other structures, the
Conduits shall be installed to provide a minimum of twelve inches (12”) vertical clearance
at the applicable minimum depth; otherwise, the Conduits will be installed under the
existing utility or other structure. If, however, adequate clearance cannot be obtained
and the Conduits must be placed above, steel conduit shall be used.
In rock, the Conduits depth shall be 36 to 42 inches in HDPE, 24 to 36 inches in steel
conduit, 18 to 24 inches in HDPE, PVC or steel conduit and concrete encased. PVC or
HDPE conduit will be backfilled with six inches (6”) inches of select materials (padding) in
rock areas. Polyurethane channel (Fiber-Rockgard or equivalent) may be used as
protective cover in lieu of select material padding.
In the case of the use/conversion of existing steel pipelines or existing conduit systems,
the existing depth shall be considered adequate.
4. BURIED CABLE WARNING TAPE. The Conduits will be installed with buried cable warning
tape except. The warning tape shall be placed above the Conduits with generally 18 to 24
inches of cover.
5. CONDUIT CONSTRUCTION. The Conduits may be placed by means of trenching, plowing,
jack and bore, or directional bore. The Conduits will generally be placed on a level grade
parallel to the surface, with only gradual changes in grade elevation. Crossings of roads
Page 9 of 12
maintained by government bodies and railroad crossings will be encased in HDPE conduit,
or as required by the permitting authority.
6. INNERDUCT INSTALLATION. Innerduct(s) shall be installed in all steel or PVC conduits.
Innerduct(s) shall extend beyond the end of all conduits a minimum of twelve inches
(12”). Both the conduit and innerducts shall be sealed with foam sealant and/or duct plugs
after installation.
7. HANDHOLES/MANHOLES. Handholes/manholes will be installed at intervals appropriate
to site conditions. Manholes are to be installed in street builds.
8. DEVIATIONS FROM SPECIFICATIONS. IIG may only deviate from these specifications when
field conditions or other requirements dictate with City’s prior approval.
9. CONDITION OF CONDUIT. The Conduits shall be free of any blockages, collapse points or
other impediments that would prevent installation, operation, maintenance or removal
of the City’s fiber optic cable.
10. AS-BUILT FILES. IIG shall provide Auto-CAD as-built files of the Conduit Segment upon
completion and City’s acceptance of the Conduit Segment.
Page 10 of 12
Schedule 2
Route Map
Schedule 2 is attached to and incorporated herein, is a genuine estimate of the path the
Conduits will traverse and is approximately 58,292 feet of conduit, which is subject to
municipal approval. Any material changes to the routes shall be subject to the written consent
of City, which may be withheld in City’s sole and absolute discretion, unless the change to the
route is due to municipal authority. This Bill of Sale agreement is for the route identified as IIG
Phase I Fiber Route.
Page 11 of 12
Schedule 3
Bill of Sale
This Bill of Sale is entered into _(Month)_ (Day), 2020 by between Intermountain Infrastructure
Group, LLC, a Delaware limited liability company with offices at 533 Airport Blvd, Suite 400,
Burlingame, CA, 94010 (“IIG”) and City of South San Francisco, a municipality organized under
the laws of California, with an address of 400 Grand Ave., South San Francisco, CA 94080 (“City”).
This Bill of Sale is made pursuant to the Conduit Bill of Sale and Operation of Joint Trench
Agreement entered into by and between IIG and City (Month) (Day), 2020 (the "Agreement"),
to transfer the Conduits and Handholes, as fully defined herein. Any capitalized term used but
not defined in this Bill of Sale have the meaning, if any, set forth in the Agreement.
Conveyance. For good and valuable consideration in the amount of $XXXX to be paid in
accordance with the Agreement, the receipt and adequacy of which IIG hereby acknowledges,
IIG hereby irrevocably sells, assigns, transfers, conveys, grants, bargains, and delivers to City, all
of its right, title, and interest in and to that certain XXXX feet of conduit spanning XXXX and
associated Handholes, as more particularly depicted in the Agreement.
Representations and Warranties. IIG represents and warrants that (1) IIG is conveying
good and valid title to the Conduits and Handholes, free and clear of all encumbrances, debts,
mortgages, attachments, pledges, charges, claims, and liens of any kind; (2) IIG has the right to
sell the Conduits to City and shall warrant and defend the right against the lawful claims and
demands of all persons in accordance with the terms and conditions of the Agreement; (3) the
Conduits has been fully installed within the Route as of the date hereof in accordance with the
specifications therefor set forth in the Agreement; and (4) IIG has all necessary permits, licenses
and/or easements to use the property through which the Route is located as necessary to
maintain such Route.
Disclaimer of Warranties. EXCEPT FOR THE WARRANTIES SET FORTH IN SECTION 2 ABOVE
AND IN THE AGREEMENT, SELLER MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER
WITH RESPECT TO THE CONDUIT, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b)
WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY OF TITLE; OR (d)
WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY;
WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE,
OR OTHERWISE. BY ACCEPTING THIS BILL OF SALE, BUYER ACKNOWLEDGES THAT IT HAS NOT
RELIED ON ANY REPRESENTATION OR WARRANTY MADE BY SELLER, OR ANY OTHER PERSON ON
SELLER'S BEHALF, EXCEPT AS SPECIFICALLY PROVIDED HEREIN OR IN THE AGREEMENT.
Governing Law. This Bill of Sale is governed by, and construed in accordance with, the
laws of the State of California, United States of America, without regard to the conflict of laws
provisions thereof to the extent such principles or rules would require or permit the application
of the laws of any jurisdiction other than those of the State of California.
Page 12 of 12
Incorporation of Agreement. This Bill of Sale incorporates by reference all of the terms of
the Agreement, including but not limited to IIG's representations, warranties, covenants, and
agreements relating to Conduits and Handholes, as if each term was fully set forth herein. In the
event of conflict between the terms of the Agreement and the terms of this Bill of Sale, the terms
of the Agreement govern and control.
Counterparts. This Bill of Sale may be executed in counterparts, each of which shall be
deemed an original, but all of which together shall be deemed to be one and the same
agreement. A signed copy of this Bill of Sale delivered by facsimile, e-mail or other means of
electronic transmission shall be deemed to have the same legal effect as delivery of an original
signed copy of this Bill of Sale.
IN WITNESS WHEREOF, IIG and City have each duly executed and delivered this Bill of Sale as of
the date first written above.
IIG: City:
Intermountain Infrastructure Group, LLC City of South San Francisco
By: ___________________________ By: _____________________________
Name: _________________________ Name: __________________________
Title: __________________________ Title: ____________________________
Date: __________________________ Date: ____________________________
3573801.1
Exhibit B