Fiber Commission Meeting

September 23, 2025 – 4:00 PM Centennial Fiber Commission – Regular Meeting Centennial Civic Center 13133 E. Arapahoe Rd. Centennial, CO 80112 www.centennialco.gov You may access the live audio streaming of this meeting via the City’s website at: https://www.centennialco.gov/Government/Mayor-Council/City-Council- Meetings/Agendas-Minutes Meeting Protocols: PLEASE TURN OFF CELL PHONES; BE RESPECTFUL AND TAKE PERSONAL CONVERSATIONS INTO THE LOBBY AREA. The Centennial Fiber Commission Meetings are recorded. Please remember to mute the volume on your laptop computers and to turn off all cell phones as they may cause interference. I. CALL TO ORDER II. ROLL CALL III. PUBLIC COMMENT IV. APPROVAL OF MINUTES a. Approval of the June 16, 2025 Meeting Minutes V. REGULAR SESSION a. Fiber Commission Resolution 2025-FC-R-04: A Resolution of the City of Centennial Fiber Commission Approving an Agreement with Nancyfran, LLC for Fiber Network Marketing and Lease Brokerage VI. OTHER ITEMS VII. EXECUTIVE SESSION a. Executive Session Pursuant to C.R.S. §24-6-402(4)(b) and (e) to Receive Legal Advice, Devise Negotiation Strategy, and Instruct Negotiators Concerning Expansion of Broadband Services. VIII. ADJOURNMENT Please call 303-754-3324 at least 48 hours prior to the meeting if you believe you will need special assistance or any reasonable accommodation in order to be in attendance at or participate in any such meeting, or for any additional information.  June 16, 2025 – 4:00 PM Centennial Fiber Commission – Regular Meeting www.centennialco.gov MINUTES I. CALL TO ORDER The meeting was called to order at 4:00 PM II. ROLL CALL Those present were: Commissioner Holt Commissioner Sheehan Commissioner Maurer Commissioner Reitz Commissioner Payne (non-voting member) Also present were: Eric Eddy, Assistant City Manager Wyatt Peterson, Senior Strategic Advisor Jill Hassman, Senior Assistant City Attorney Naomi Lowell, Executive Assistant Not present were: Commissioner Knipp (excused) III. PUBLIC COMMENT There were no comments from members of the public. IV. APPROVAL OF MINUTES Approval of the May 13, 2025 Meeting Minutes With Commissioners Holt, Maurer, Sheehan, and Reitz voting AYE, and none voting NAY, the motion passed 4-0. V. REGULAR SESSION a. Fiber Commission Resolution 2025-FC-R-03: A Resolution of the City of Centennial Fiber Commission Approving and Authorizing the City Manager, in the Capacity as General Manager of the Fiber Commission, to Execute an Amendment to the Agreement with Digital Ubiquity Capital for a Public-Private Partnership to Utilize and Expand the City’s Fiber Network With Commissioners Holt, Maurer, Sheehan, and Reitz voting AYE, and none voting NAY, the motion passed 4-0. b. Commissioners and Staff discussed the Cherry Creek School District Warehouse Fiber Connection. VI. OTHER ITEMS No other items were discussed. VII. ADJOURNMENT The regular meeting was adjourned at 4:22 PM  CITY OF CENTENNIAL, COLORADO FIBER COMMISSION RESOLUTION 2025-FC-R-04 A RESOLUTION OF THE CITY OF CENTENNIAL FIBER COMMISSION APPROVING AN AGREEMENT WITH NANCYFRAN, LLC FOR FIBER NETWORK MARKETING AND LEASE BROKERAGE WHEREAS, pursuant to Resolution No. 2016-R-80, the City Council established the business operation known as Centennial FiberWorks and created the Centennial Fiber Commission for the day-to-day operation and maintenance of Centennial FiberWorks; and WHEREAS, pursuant to Resolution No. 2016-R-80, subject to City Council appropriation of funds, the Commission for Centennial FiberWorks may execute contracts for goods and services deemed necessary and reasonable for the purpose of planning, constructing, operating, maintaining, and managing the City of Centennial fiber optic assets and infrastructure; and WHEREAS, the consultant NancyFran, LLC provides fiber network marketing and lease brokerage services; and WHEREAS, a professional services agreement (“Agreement”) with NancyFran, LLC has been prepared in which NancyFran, LLC will: (1) market the City’s fiber network to carriers, ISPs, and other connectivity customers using City-approved materials, (2) negotiate and broker dark fiber leases on an open-access basis, with all final approvals retained by the City, and (3) review and recommend updates to the City’s fiber rate schedule; and WHEREAS, the Fiber Commission desires to approve the attached Agreement between the City and NancyFran, LLC and also desires to authorize and expressly delegate to the City Manager, serving as the FiberWorks General Manager, the authority to execute the Agreement. NOW, THEREFORE, BE IT RESOLVED by the Fiber Commission of the City of Centennial, Colorado as follows: Section 1. The Fiber Commission hereby approves the attached professional services agreement for Fiber Network Marketing and Lease Brokerage ("the Agreement") between Centennial FiberWorks on behalf of the City of Centennial, Colorado, and NancyFran, LLC. Section 2. The FiberWorks General Manager, in consultation with the City Attorney, is authorized to make such changes as may be needed to correct any nonmaterial errors or language, provided that any changes do not increase the obligations of the City or fundamentally alter the provision of services by NancyFran, LLC.  Section 3. The FiberWorks General Manager is authorized to execute the Agreement on behalf of the City. Section 4. Effective Date. This Resolution shall be effective immediately upon adoption and the Agreement shall be effective on the date indicated in the Agreement. Adopted by a vote of in favor and against, this 23rd day of September, 2025. By: Richard Holt, Fiber Commission Chair ATTEST: Approved as to Form: By: By: Wyatt Peterson, Staff Liaison/Recording Secretary For City Attorney’s Office  CITY OF CENTENNIAL PROFESSIONAL SERVICES AGREEMENT INDEPENDENT CONTRACTOR Project/Services Name: Fiber Network Marketing and Lease Brokerage THIS PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is entered into by and between NancyFran, LLC, a Limited Liability Company whose business address is 5037 Coltin Trail, Castle Rock, CO 80104, (the “Consultant”) and the CITY OF CENTENNIAL, COLORADO, a home rule municipality of the State of Colorado (the “City”). The City and the Consultant may be collectively referred to herein as the “Parties.” RECITALS AND REPRESENTATIONS WHEREAS, the City desires to have performed certain professional services as described in this Agreement; and WHEREAS, the Consultant represents that the Consultant has the skill, ability, and expertise to perform the services described in this Agreement and within the deadlines provided by the Agreement; and WHEREAS, the City desires to engage the Consultant to provide the services offered by the Consultant and described in this Agreement subject to the terms and conditions of the Agreement. NOW, THEREFORE, in consideration of the benefits and obligations of this Agreement, the Parties mutually agree as follows: 1.0 SERVICES AND PURPOSE OF AGREEMENT 1.1 Services. The City desires to achieve, secure, receive, or obtain certain service(s) or work product(s) as more specifically described in Exhibit A (the “Services”). As an independent contractor, the Consultant offers to perform and/or deliver the Services in accordance with the terms and conditions of this Agreement. The Parties recognize and acknowledge that, although the City has requested certain general services to be performed or certain work product to be produced, the Consultant has offered to the City the process, procedures, terms, and conditions under which the Consultant plans and proposes to achieve or produce the services and/or work product(s) and the City, through this Agreement, has accepted such process, procedures, terms, and conditions as binding on the Parties. 1.2 City Representative. The City assigns Wyatt Peterson as the City Representative for this Agreement. The City Representative is authorized to supervise the Consultant’s progress and performance under this Agreement. The City Representative will be available to the Consultant to respond to questions and to assist in understanding the City’s policies, procedures, and practices. The City Representative shall coordinate across departments and be responsible for providing timely approvals or direction necessary to support Consultant’s outreach and marketing activities. 1.3 Changes to Services. Any changes to the Services that are mutually agreed upon between the City and the Consultant shall be made in accordance with Section 1  10.13 of this Agreement. The Parties are not permitted to make changes to the Services or to this Agreement through oral agreement or electronic mail messages. 2.0 COMPENSATION 2.1 Commencement of and Compensation for Services. Unless otherwise directed by the City Representative, following execution of this Agreement by the City, the Consultant is authorized to commence performance of the Services, subject to the requirements and limitations on compensation as provided by this Section 2.0 and its subsections. A. Method of Compensation. The Consultant shall perform the Services and invoice the City for work performed based on the rates and/or compensation methodology described in Exhibit B. B. Reimbursable Expenses. The following are considered “reimbursable expenses” for purposes of this Agreement and may be billed to the City without administrative mark-up, but which must be accounted for by the Consultant and proof of payment must be provided by the Consultant with the Consultant’s monthly invoices: None Vehicle Mileage (billed at not more than the prevailing per mile charge permitted by the Internal Revenue Service as a deductible business expense) Printing and Photocopying Related to the Services (billed at actual cost) Long Distance Telephone Charges Related to the Services Postage and Delivery Services Lodging and Meals (but only with prior written approval of the City as to dates and maximum amount) C. Non-reimbursable Costs, Charges, Fees, or Other Expenses. Any fee, cost, charge, or expense incurred by the Consultant not otherwise specifically authorized by this Agreement is a non-reimbursable cost that shall be borne by the Consultant and may not be billed or invoiced to the City. The City is not responsible for these items. The City may seek repayment from Consultant for any non-reimbursable costs that were mistakenly paid. D. Increases in Compensation or Reimbursable Expenses. Any increases or modification to the compensation or reimbursable expenses shall be subject to the approval of the City and shall be made only by written amendment of this Agreement in accordance with Section 10.13. 2.2 Payment Processing. The Consultant shall submit invoices and requests for payment in a form acceptable to the City. Invoices may be submitted on a biweekly basis or aligned with milestone-based deliverables, subject to City approval. Unless otherwise directed or accepted by the City, all invoices must contain sufficient information to account for all appropriate measure(s) of Consultant work effort (e.g., task completion, work product delivery, or time) and all authorized reimbursable expenses for the Services during the stated period of the invoice. Following receipt of a Consultant’s invoice, the City will promptly review the Consultant’s invoice. All City payments for Services rendered pursuant to this 2  Agreement will be issued in the business name of Consultant only, and in no event will the City issue such payments to an individual. Payments to the Consultant will not be in the form of a salary or an hourly wage. 2.3 City Dispute of Invoice or Invoiced Item(s). The City may dispute any Consultant compensation and/or reimbursable expense requested by the Consultant described in any invoice and may request additional information from the Consultant substantiating all compensation sought by the Consultant before accepting the invoice. When additional information is requested by the City, the City will advise the Consultant in writing, identifying the specific item(s) that are in dispute and giving specific reasons for any request for information. The City shall pay the Consultant within forty-five (45) calendar days of the receipt of an invoice for any undisputed charges or, if the City disputes an item or invoice and additional information is requested, within thirty (30) days of acceptance of the item or invoice by the City following receipt of the information requested and resolution of the dispute. To the extent possible, undisputed charges within the same invoice as disputed charges will be timely paid in accordance with this Agreement. Payment by the City will be deemed made and completed upon hand delivery to the Consultant or designee of the Consultant or upon deposit of such payment or notice in the U.S. Mail, postage pre-paid, addressed to the Consultant. 3.0 CONSULTANT’S REPRESENTATIONS AND OFFERED PERFORMANCE The Consultant offers to perform the Services in accordance with the following Consultant- elected practices and procedures. By this Agreement, the City accepts such offer, and the following are hereby made part of the terms and conditions of this Agreement: 3.1 General. The Consultant shall become fully acquainted with the available information related to the Services. The Consultant shall affirmatively request from the City Representative and the City such information that the Consultant, based on the Consultant’s professional experience, should reasonably expect is available and which would be relevant to the performance of the Services. The Consultant shall promptly inform the City concerning ambiguities and uncertainties related to the Consultant’s performance that are not addressed by the Agreement. The Consultant shall provide all of the Services in a timely and professional manner. The Consultant shall comply with all applicable federal, state and local laws, ordinances, regulations, and resolutions. 3.2 Independent Contractor. The Consultant shall perform the Services as an independent contractor and is not deemed by virtue of this Agreement to have entered into any partnership, joint venture, employer/employee or other relationship with the City. This Agreement does not require the Consultant to work exclusively for the City. The City does not dictate or direct the Consultant’s performance or the time of performance beyond a completion schedule and a range of mutually agreeable work hours but is Consultant’s offer and City acceptance of terms and conditions for performance. The Consultant’s business operations must not be combined with the City by virtue of this Agreement, and the City will not provide any training to Consultant, its agents, or employees beyond that minimal level required for performance of the Services. The Parties acknowledge that the Consultant may require some assistance or direction from the City in order for the Services to meet the City’s contractual expectations. The Parties agree that any provisions in this Agreement that may appear to grant the 3  City the right to direct or control the Consultant or the Services must be construed as City plans or specifications regarding the Services. Subject to conformance with City-adopted policies and procedures and full conformance with Consultant’s representations set forth in this Agreement, the Consultant must have and maintain the requisite judgment, discretion, and responsibility for and control of the performance of the Services, the discipline of the Consultant’s employees and other matters incidental to the performance of the Services, duties and responsibilities as described and contemplated in this Agreement. Consultant must provide and bear the cost of all tools, and any other items, wages, or services required in the performance of the Services, and the City will not provide any other assistance or benefits to Consultant for performance of the Services under this Agreement. The Consultant, by execution of this Agreement and having received such counsel and advice as deemed appropriate by the Consultant, represents to the City that this Agreement does not create a partnership, joint venture, employer/employee or other relationship with the City other than that of an independent contractor and the Consultant understands that the City reasonably relied upon such representation in the City’s execution of this Agreement. 3.3 Liability for Employment-Related Rights and Compensation. The Consultant is solely responsible for payment of all compensation, benefits, insurance, and any other employment-related rights of any person providing work under this Agreement. The Consultant shall be responsible for the City’s legal costs, including attorney’s fees, related to any dispute, claim, or legal action by such worker seeking compensation or any other benefit from the City. The Consultant must comply with all laws, regulations, municipal codes, and ordinances and other requirements and standards applicable to the Consultant’s employees, including, without limitation, federal and state laws governing wages and overtime, equal employment, safety and health, employees’ citizenship, withholdings, reports and record keeping. Accordingly, the City shall not assume any liability for or direct payment of any salaries, wages, contribution to pension funds, insurance premiums or payments, workers’ compensation benefits or any other amenities of employment to any of the Consultant’s employees or any other liabilities whatsoever, unless otherwise specifically provided herein. The City will not include the Consultant as an insured under any policy the City has for itself. The City shall not secure nor provide any insurance coverage or employment benefits of any kind or type to or for the Consultant or the Consultant’s employees, subconsultants, subcontractors, agents, or representatives, including but not limited to coverage or benefits related to: local, state, or federal income or other tax contributions, FICA, workers’ compensation, unemployment compensation, medical insurance, life insurance, paid vacations, paid holidays, pension or retirement account contributions, profit sharing, professional liability insurance, or errors and omissions insurance. The following disclosure is provided in accordance with Colorado law: CONSULTANT ACKNOWLEDGES THAT NEITHER IT NOR ITS AGENTS OR EMPLOYEES ARE ENTITLED TO UNEMPLOYMENT INSURANCE BENEFITS 4  UNLESS CONSULTANT OR SOME ENTITY OTHER THAN THE CITY PROVIDES SUCH BENEFITS. CONSULTANT FURTHER ACKNOWLEDGES THAT NEITHER IT NOR ITS AGENTS OR EMPLOYEES ARE ENTITLED TO WORKERS’ COMPENSATION BENEFITS. CONSULTANT ALSO ACKNOWLEDGES THAT IT IS OBLIGATED TO PAY FEDERAL AND STATE INCOME TAX ON ANY MONEYS EARNED OR PAID PURSUANT TO THIS AGREEMENT. To the maximum extent permitted by law, the Consultant waives all claims against the City for any employment benefits; the Consultant shall defend the City from any claim and shall indemnify the City against any liability for any employment benefits asserted by either the Consultant or a third-party. The Consultant shall pay for defense costs, including all attorney’s fees and costs, incurred in defendant against such a claim. 3.4 Interaction with Public. The Consultant acknowledges that its conduct during the performance of the Services hereunder reflects upon its reputation in the community as well as the public perception of the City. Therefore, relating to the performance of the Services, the Consultant and its agents and employees shall conduct all of their interactions with the citizens and the public relating to the performance of the Services hereunder in such a manner as to provide customer service that reflects positively upon its reputation and the City’s public image. 3.5 Personnel Issues. The Consultant acknowledges that certain key personnel, such as those individuals employed by the Consultant to manage, supervise, direct, or plan for providing the Services contemplated by this Agreement, may have an impact on the favorable outcome of the project and on the stewardship of City funds toward providing the Services. Therefore, the Consultant shall employ key personnel that will provide the Services in a professional manner. In the event the City becomes dissatisfied with a Consultant’s employee providing Services under this Agreement, the Consultant will engage in the process described in this Section upon notice of the City’s dissatisfaction. The City may provide notice of dissatisfaction to the Consultant. Such notification must include the factual circumstances giving rise to the dissatisfaction and a request for a transfer or reassignment of such employee off of the City’s Services. After receipt of such notice, the Consultant must meet with the City Representative to discuss the dissatisfaction and possible solutions. Within thirty (30) calendar days of the date of the notice, the Consultant shall in good faith resolve the City’s dissatisfaction with the Consultant’s employee or agent. If the City’s dissatisfaction persists after the thirty (30) calendar days, either because the Consultant has taken no action or the Consultant’s action did not resolve the issue, the City is permitted to provide a second notice of such dissatisfaction to the Consultant. Within five (5) calendar days of the date of the second notice, the Consultant shall offer to remediate the dissatisfaction with at least one of the following options: (1) remove the employee from performing any work for the City; (2) restrict, in any manner, the work done for the City by the Consultant’s employee; or (3) reassign its employees to a different position in performance of the Services, provided such reassignment is acceptable to the City. Upon the City’s acceptance of such offer, the Consultant shall take the offered action in a timely manner. Nothing in this Agreement shall be 5  construed to abrogate in whole or in part the right of the Consultant to hire, discipline, terminate, assign, or otherwise manage or control its workforce. 3.6 Subcontractors. The Parties acknowledge that the Consultant is permitted to hire subcontractors for the performance of certain Services. The Consultant’s engagement or use of subcontractors will not relieve or excuse the Consultant from performance of any obligations imposed in accordance with this Agreement; the Consultant shall remain solely responsible for ensuring that any subcontractors perform such Services in accordance with all terms and conditions of this Agreement. 3.7 Standard of Performance. In performing the Services, the Consultant shall use that degree of care, skill, and professionalism ordinarily exercised under similar circumstances by highly competent members of the same profession practicing in the State of Colorado. The Consultant, and its employees or subcontractors, shall maintain all required licenses and registrations (if licensure and/or registration is required by applicable law). In addition, the Consultant shall perform the Services in accordance with more specific standards of performance as are: included within Exhibit ; or attached to this Agreement as Exhibit ; or not included and not attached. The Consultant represents, covenants and agrees that the Services will be provided to the City free from any material errors. The Consultant’s failure to meet or exceed any of the foregoing standards and warranties is a material breach of this Agreement and grounds for termination of the Agreement pursuant to Section 4.0 below, in addition to any other remedies as provided in Section 9.0 below. 3.8 Review of Books and Records. The Consultant shall promptly comply with any written request from the City, or any of its duly authorized representatives, for access to and review of any books, documents, papers, or records of the Consultant that are related to the Consultant’s performance under this Agreement for the purpose of the City performing an audit, examination, or other review of the Services. 3.9 Licenses and Permits. The Consultant shall be responsible at the Consultant’s expense for obtaining, and maintaining in a valid and effective status, all licenses and permits necessary to perform the Services unless specifically stated otherwise in this Agreement. 3.10 Affirmative Action. The Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, disability, or national origin. The Consultant agrees that it will take affirmative action to ensure applicants are employed, and employees are treated during employment without regard to their race, color, religion, sex, disability, or national origin. Such action shall include, but not be limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notice to be provided by agency of the Federal government, setting forth the provisions of the Equal Opportunity laws. 6  3.11 Americans with Disabilities Act. Consultant shall comply with the applicable provisions of the Americans with Disabilities Act of 1990 as enacted and from time to time amended any other applicable federal, state, or local laws and regulations. A signed, written certificate stating compliance with the American with Disabilities Act may be requested at any time during the life of this Agreement or any renewal thereof. 3.12 Duty to Warn. The Consultant shall inform the City of errors in any drawings, plans, sketches, instructions, information, requirements, procedures, and/or other data supplied to the Consultant (by the City or by any other party) that it becomes aware of and believes may be unsuitable, improper, or inaccurate in a material way. However, the Consultant shall not independently verify the validity, completeness or accuracy of such information unless included in the Services or otherwise expressly engaged to do so by the City. 4.0 TERM AND TERMINATION 4.1 Term. This Agreement is effective on September 24, 2025, at 12:01 a.m., (the ”Effective Date”) and will terminate at 11:59 p.m. on December 31, 2026. The City reserves the right to extend the term of this Agreement for up to four (4) additional one-year terms, in its sole discretion. If the City elects to extend the term of this Agreement, a written notice of extension in the form set forth in Exhibit C will serve as notice of the City’s intent to extend. 4.2 Continuing Services Required. The Consultant shall perform the Services in accordance with this Agreement commencing on the Effective Date until such Services are terminated or suspended in accordance with this Agreement. The Consultant shall not temporarily delay, postpone, or suspend the performance of the Services without the written consent of the City Manager, the City Representative, or other City employee expressly authorized in writing to direct the Consultant’s services. 4.3 City Unilateral Termination. The City is permitted to terminate this Agreement for any or no reason upon written notice delivered to the Consultant at least ten (10) days prior to termination. If the City terminates the Agreement pursuant to this Section 4.3, the Consultant shall take the following action: A. Unless otherwise provided in any notice of termination, after receipt of the notice of termination, the Consultant shall not provide Services in connection with this Agreement; and B. The Consultant shall deliver to the City all finished or unfinished documents, data, studies and reports prepared by the Consultant pursuant to this Agreement and are the property of the City; and C. The Consultant shall submit to the City a final accounting and final invoice of charges for all outstanding and unpaid Services and reimbursable expenses performed prior to the Consultant’s receipt of notice of termination and for any services authorized to be performed by the notice of termination as provided by Section 4.3(A) above. To receive compensation, the Consultant must deliver such final accounting and final invoice to the City within twenty (20) business days of the date of 7  termination. The Consultant waives its right to receive payment should it fail to deliver submit an invoice to the City within this timeframe. 4.4 Termination for Non-Performance. The performing Party is permitted to terminate this Agreement following a material breach by the other Party, as stated in this Section. The performing Party must give the nonperforming Party written notice stating what it believes to be the triggering breach(es). This notice must include (1) a demand to cure the nonperformance and provide a reasonable time to cure the nonperformance; and (2) a date upon which the Agreement terminates if the nonperforming Party has not cured the triggering breach(es). For purpose of this Section 4.4, “reasonable time” is not less than five (5) business days nor more than twenty (20) business days. In the event of a failure to timely cure a nonperformance and upon the date of the termination date for nonperformance, the Consultant shall prepare a final accounting and final invoice of charges for all performed but unpaid Services and authorized reimbursable expenses. The Consultant shall deliver the final accounting and final invoice to the City within thirty (20) business days of the date of termination. The Consultant waives its right to receive payment should it fail to deliver submit an invoice to the City within this timeframe. 4.5 Unilateral Suspension of Services. The City is entitled to suspend the Consultant’s performance of the Services at the City's discretion and for any reason by delivery of written notice of suspension to the Consultant which notice shall state a specific date of suspension. Upon receipt of such notice of suspension, the Consultant shall immediately cease performance of the Services on the date of suspension except: (1) as may be specifically authorized by the notice of suspension (e.g., to secure the work area from damage due to weather or to complete a specific report or study); or (2) for the submission of an invoice for Services performed prior to the date of suspension in accordance with this Agreement. 4.6 Reinstatement of Services Following City’s Unilateral Suspension. The City is entitled to direct the Consultant to continue performance of the Services following suspension referred to in Section 4.5. If the City exercises such direction within (30) days of the date of suspension, the Consultant shall recommence performance of the Services in accordance with this Agreement. If the City exercises such direction to recommence suspended Services more than thirty-one (31) days following the date of suspension, the Consultant may elect to: (1) provide written notice to the City that such suspension is considered a unilateral termination of this Agreement pursuant to Section 4.3; or (2) recommence performance in accordance with this Agreement; or (3) if the suspension exceeds sixty (60) consecutive days, request from the City an equitable adjustment in compensation or a reasonable re-start fee. If the City rejects such request under subparagraph (3), the Consultant is entitled , to provide written notice to the City that such suspension and rejection of additional compensation is considered a unilateral termination of this Agreement pursuant to Section 4.3. Nothing in this Agreement shall preclude the Parties from executing a written amendment or agreement to suspend the Services upon terms and conditions mutually acceptable to the Parties for any period of time. 4.7 Delivery of Notice of Termination. Any notice required by this Section 4.0 and its subparagraphs must be addressed to the person signing this Agreement on behalf of either the City or the Consultant at the address shown below or such other 8  address as either party may notify the other of and is deemed given upon delivery, if personally delivered, or within two (2) calendar days after being deposited in the United States mail, postage prepaid, registered or certified mail, return receipt requested. 5.0 INSURANCE 5.1 Insurance Generally. During the term of this Agreement, the Consultant shall obtain and shall continuously maintain, at the Consultant’s expense, insurance of the kind and in the minimum amounts specified as follows: The Consultant shall obtain and maintain the types, forms, and coverage(s) of insurance deemed by the Consultant to be sufficient to meet or exceed the Consultant’s minimum statutory and legal obligations arising under this Agreement (“Consultant Insurance”); or The Consultant shall secure and maintain the following (“Required Insurance”): Worker’s Compensation Insurance in the minimum amount required by applicable law for all employees and other persons as may be required by law. Such policy of insurance shall be endorsed to include the City as a Certificate Holder. Commercial General Liability insurance with minimum combined single limits of Dollars ($ . ) each occurrence and of Dollars ($ . ) aggregate. The policy shall be applicable to all premises and all operations of the Consultant. The policy shall include coverage for bodily injury, broad form property damage (including completed operations), personal injury (including coverage for contractual and employee acts), blanket contractual, independent contractors, products, and completed operations. The policy shall contain a severability of interests provision. Coverage shall be provided on an “occurrence” basis as opposed to a “claims made” basis. Such insurance shall be endorsed to name the City as Certificate Holder and name the City, and its elected officials, officers, employees and agents as additional insured parties. Commercial Automobile Liability insurance with minimum combined single limits for bodily injury and property damage of not less than Dollars ($ . ) each occurrence with respect to each of the Consultant’s owned, hired and non-owned vehicles assigned to or used in performance of the Services. The policy shall contain a severability of interests provision. Such insurance coverage must extend to all levels of subcontractors. Such coverage must include all automotive equipment used in the performance of the Agreement, both on the work site and off the work site, and such coverage shall include non-ownership and hired cars coverage. Such insurance shall be endorsed to name the City as Certificate Holder and name the City, and its elected officials, officers, employees and agents as additional insured parties. Professional Liability (errors and omissions) Insurance with a minimum limit of coverage of Dollars ($ . ) per claim and annual aggregate. Such policy of insurance shall be obtained and maintained for one 9  (1) year following completion of all Services under this Agreement. Such policy of insurance shall be endorsed to include the City as a Certificate Holder. The Consultant shall procure and maintain he Required Insurance with insurers with an A- or better rating as determined by Best’s Key Rating Guide. The Consultant shall continuously maintain all Required Insurance to cover all liability, claims, demands, and other obligations assumed by the Consultant. 5.2 Additional Requirements for All Policies. In addition to specific requirements imposed on insurance by this Section 5.0 and its subsections, insurance shall conform to all of the following: A. For both Consultant Insurance and Required Insurance, all policies of insurance shall be primary insurance, and any insurance carried by the City, its officers, or its employees shall be excess and not contributory insurance to that provided by the Consultant; provided, however, that the City shall not be obligated to obtain or maintain any insurance whatsoever for any claim, damage, or purpose arising from or related to this Agreement and the Services. The Consultant shall not be an insured party for any City-obtained insurance policy or coverage. B. For both Consultant Insurance and Required Insurance, the Consultant shall be solely responsible for any deductible losses. C. For Required Insurance, no policy of insurance shall contain any exclusion for bodily injury or property damage arising from completed operations. D. For Required Insurance, every policy of insurance shall provide that the City will receive notice no less than thirty (30) days prior to any cancellation, termination, or a material change in such policy or in the alternative, the Consultant shall provide such notice as soon as reasonably practicable and in no event less than thirty (30) days prior to any cancellation, termination, or a material change in such policy. 5.3 Failure to Obtain or Maintain Insurance. The Consultant’s failure to obtain and continuously maintain policies of insurance in accordance with this Section 5.0 and its subsections shall not limit, prevent, preclude, excuse, or modify any liability, claims, demands, or other obligations of the Consultant arising from performance or non-performance of this Agreement. Failure on the part of the Consultant to obtain and to continuously maintain policies providing the required coverage, conditions, restrictions, notices, and minimum limits shall constitute a material breach of this Agreement upon which the City is entitled to immediately terminate this Agreement, or, at its discretion, the City is entitled to procure or renew any such policy or any extended reporting period thereto and pay any and all premiums in connection therewith. The Consultant shall reimburse the City for all monies paid by the City immediately upon demand by the City, or at the City’s sole discretion, the City may offset the cost of the premiums against any monies due to the Consultant from the City pursuant to this Agreement. 5.4 Insurance Certificates. Prior to start of work under this Agreement, the Consultant shall submit to the City certificates of insurance for all Required Insurance. Each certificate of insurance must state the insurance limits, term of insurance, insured 10  parties, and other information sufficient to demonstrate conformance with this Section 5.0 and its subsections shall be indicated on each certificate of insurance. Certificates of insurance shall reference the Project Name as identified on the first page of this Agreement. The City is entitled to request and the Consultant shall provide within three (3) business days of such request a current certified copy of any policy of Required Insurance and any endorsement of such policy. The City is entitled to, at its election, withhold payment for Services until the requested insurance policies are received and found to be in accordance with the Agreement. 6.0 CLAIMS, INDEMNIFICATION, HOLD HARMLESS AND DEFENSE 6.1 Notices of Claim. A Party must provide written notice to the other Party immediately in the event that a Party learns of a third-party claim or an allegation of a third-party claim arising out of or resulting from the Parties’ performance or failure to perform pursuant to this Agreement. The Parties shall reasonably cooperate in sharing information concerning potential claims from third-parties. 6.2 Indemnification and Defense for Certain Claims. The Consultant shall indemnify, defend, and hold harmless the City, and any of its council members, board members, commissioners, officials, officers, agents, contractors, attorneys, or employees from any and all damages, liability, expenses, or court awards, including costs and attorney's fees that are or may be awarded as a result of any loss, injury or damage sustained or claimed to have been sustained by any third- party, including but not limited to, any person, firm, partnership, or corporation, in connection with or arising out of any intentional, reckless, negligent or tortious conduct, error, omission, or act of commission by Consultant or any of its employees, agents, or others acting on Consultant’s behalf in performance of the Services. Nothing in this Agreement shall be construed as constituting a covenant, promise, or agreement by the Consultant to indemnify, defend, or hold harmless the City, its council members, board members, commissioners, officials, officers, agents, contractors, attorneys, or employees harmless for any negligence solely attributable to the City, its councils, boards, commissions, officials, officers, agents, contractors, attorneys, or employees. The Consultant’s obligation to indemnify and defend pursuant to this Section 6.0 shall survive the completion of the Services and shall survive the termination of this Agreement. 7.0 RECORDS AND OWNERSHIP OF DOCUMENTS 7.1 Retention and Open Records Act Compliance. The Consultant shall retain, store, and destroy all records related to the provision of Services hereunder, including public records as defined in the Colorado Open Records Act (“CORA”), and records produced or maintained in accordance with this Agreement, are to be in accordance with the City’s records retention and disposal policies and in accordance with C.R.S. § 24-73-101. Those records which constitute “public records” under CORA are to be at the City offices or accessible and opened for public inspection in accordance with CORA and City policies. Public records requests for such records shall be processed in accordance with City policies. Consultant agrees to allow access by the City and the public to all documents subject to disclosure under applicable law. Consultant’s willful failure or refusal to comply with the provisions of this Section shall result in the immediate termination of this Agreement by the City. For purposes of CORA, the City Clerk is the custodian of all records produced or created as a result of this Agreement. Nothing 11  contained herein shall limit the Consultant’s right to defend against disclosure of records alleged to be public. 7.2 City’s Right of Inspection. The Parties agree that the City has the right to request that the Consultant provide to the City a list of all records of the Consultant related to the provision of Services hereunder retained by the Consultant in accordance with this subsection and the storage location and method. Consultant agrees to allow inspection at reasonable times by the City of all documents and records produced or maintained in accordance with this Agreement. 7.3 Ownership. Any work product, materials, data and documents produced or acquired by the Consultant pursuant to this Agreement shall become property of the City of Centennial upon delivery and shall not be made subject to any copyright unless authorized by the City in writing. Other materials, methodology and proprietary work used or provided by the Consultant to the City not specifically created and delivered pursuant to the Services outlined in this Agreement may be protected by a copyright held by the Consultant and the Consultant reserves all rights granted to it by any copyright. Consultant retains rights to proprietary templates, methodologies, and tools used in the course of performing Services, provided that no confidential or City-specific information is reused without the City’s prior written consent. The City shall not reproduce, sell, or otherwise make copies of any copyrighted material, subject to the following exceptions: (1) for exclusive use internally by City staff and/or City contractors; or (2) pursuant to a request under the Colorado Open Records Act, C.R.S. § 24-72-203, to the extent that such statute applies; or (3) pursuant to law, regulation, or court order. The Consultant waives any right to prevent its name from being used in connection with the Services. 7.4 Return of Records to City. At the City’s request, upon expiration or termination of this Agreement, the Consultant shall return all records of the Consultant related to the provision of Services hereunder, including public records as defined in the Colorado Open Records Act (“CORA”) C.R.S. §§24-72-200.1 et seq., and records produced or maintained in accordance with this Agreement. The Consultant is required to return the records in a reasonable format and with an index as determined and requested by the City. 7.5 Data Protection and Handling. Consultant shall ensure that all City documents in the possession of Consultant or any subcontractors are protected and handled in accordance with the requirements of this Agreement, including the requirements of any exhibits or addenda hereto. 7.6 Personally Identifiable Information. 7.6.1 Definition. “PII” means personally identifiable information including, without limitation, any information maintained by the City about an individual that can be used to distinguish or trace an individual‘s identity, such as social security number; a personal identification number; a password; a pass code; an official state or government-issued driver's license or identification card number; a government passport number; date and place of birth; mother‘s maiden name; and any other information that is linked or linkable to an individual, such as medical, educational, financial, and employment 12  information. PII includes, but is not limited to, all information defined as personally identifiable information in C.R.S. § 24-73-101 7.6.2 Safeguarding PII. If Consultant or any of its subcontractors will or may receive PII under this Contract, Consultant shall provide for the security of such PII, in a manner and form acceptable to the City, including, without limitation, City non-disclosure requirements, use of appropriate technology, security practices, computer access security, data access security, data storage encryption, data transmission encryption, security inspections, and audits. Consultant shall be a “Third-Party Service Provider” as defined in C.R.S. § 24-73-103(1)(i), and shall maintain security procedures and practices consistent with C.R.S. § 24-73-101 et seq. 7.6.3 Destruction of PII. If Consultant or any of its subcontractors will or may receive PII under this Contract, Consultant shall provide for the destruction and disposal of electronic media and print media in accordance with the City’s policy and practice and C.R.S. § 24-73-101(1). 7.6.4 Incident Notice and Remediation. If the Consultant becomes aware of any Incident, Consultant shall notify the City immediately and cooperate with the City regarding recovery, remediation, and the necessity to involve law enforcement, as determined by the City. Unless the Consultant can establish that Consultant and its subcontractors are not the cause or source of the Incident, Consultant shall be responsible for the cost of notifying each person who may have been impacted by the Incident. After an Incident, Consultant shall take steps to reduce the risk of incurring a similar type of Incident in the future as directed by the City, which may include, but is not limited to, developing and implementing a remediation plan that is approved by the City at no additional cost to the City. The City may adjust or direct modifications to this plan in its sole discretion, and Consultant shall make all modifications as directed by the City. If Consultant cannot produce its analysis and plan within the allotted time, the City, in its sole discretion, may perform such analysis and produce a remediation plan, and Consultant shall reimburse the City for the actual costs thereof. The City may, in its sole discretion and at Consultant’s sole expense, require Consultant to engage the services of an independent, qualified, City- approved third party to conduct a security audit. Consultant shall provide the City with the results of such audit and evidence of Consultant’s planned remediation in response to any negative findings. As used in this Section, “Incident” means any accidental or deliberate event that results in or constitutes an imminent threat of the unauthorized access, loss, disclosure, modification, disruption, or destruction of any communications or information resources of the City, which are included as part of the Work, as described in §§24-37.5-401, et. seq., C.R.S. As used in this Section, the term “Incident” includes, without limitation, (i) successful attempts to gain unauthorized access to a City system or City Records regardless of where such information is located; (ii) unwanted disruption or denial of service; (iii) the unauthorized use of a City system for the processing or storage of data; or (iv) changes to City system hardware, firmware, or software characteristics without the City’s knowledge, instruction, or consent. 13 8.0 FORCE MAJEURE Neither the Consultant nor the City shall be liable for any delay in, or failure of performance of, any covenant or promise contained in this Agreement, nor shall any delay or failure constitute default or give rise to any liability for damages if, and only to extent that, such delay or failure is caused by “force majeure.” As used in this Agreement, “force majeure” means acts of God, acts of the public enemy, acts of terrorism, unusually severe weather, fires, floods, epidemics, quarantines, strikes, labor disputes and freight embargoes, to the extent such events were not the result of, or were not aggravated by, the acts or omissions of the non-performing or delayed party. 9.0 REMEDIES In addition to any other remedies provided for in this Agreement, and without limiting its remedies available at law, the City may exercise the following remedial actions if the Consultant substantially fails to perform the duties and obligations of this Agreement. Substantial failure to perform the duties and obligations of this Agreement means a significant, insufficient, incorrect, or improper performance, activities or inactions by the Consultant. The remedial actions include: A. Suspend the Consultant’s performance pending necessary corrective action as specified by the City without the Consultant’s entitlement to an adjustment in any charge, fee, rate, price, cost, or schedule; and/or B. Withhold payment to the Consultant until the necessary services or corrections in performance are satisfactorily completed; and/or C. Deny payment for those services which have not been satisfactorily performed, and which, due to circumstances caused by the Consultant, cannot be performed, or if performed would be of no value to the City; and/or D. Terminate this Agreement in accordance with this Agreement; and/or E. Other remedies as may be provided by attached addendum or addenda. The foregoing remedies are cumulative and the City, in its sole discretion, may exercise any or all of the remedies individually or simultaneously. 10.0 MISCELLANEOUS PROVISIONS 10.1 Confidentiality. The Consultant shall not disclose or use information acquired in the performance of Services pursuant to this Agreement that is not generally available to the public to further the Consultant’s personal or financial interests, unless such disclosure is expressly authorized by the City Manager. This provision is not intended to impair or limit disclosure of information that is otherwise publicly available. The Consultant shall maintain the confidentiality of business strategies, network designs, and potential partner discussions unless authorized by the City to disclose such information. 10.2 No Waiver of Rights. A waiver by any Party to this Agreement of the breach of any term or provision of this Agreement does not operate or be construed as a waiver of any subsequent breach by either Party. The City’s approval or acceptance of, or payment for, services shall not be construed to operate as a waiver of any rights 14  or benefits to be provided under this Agreement. No covenant or term of this Agreement shall be deemed to be waived by the City except in writing signed by the City Council or by a person expressly authorized to sign such waiver, and any written waiver of a right shall not be construed to be a waiver of any other right or to be a continuing waiver unless specifically stated. 10.3 No Waiver of Governmental Immunity. The Parties agree that no term or condition in this Agreement is to be construed to waive, limit, or otherwise modify any governmental immunity that may be available by law to the City, its officials, employees, contractors, or agents, or any other person acting on behalf of the City and, in particular, governmental immunity afforded or available pursuant to the Colorado Governmental Immunity Act, Title 24, Article 10 of the Colorado Revised Statutes. 10.4 Binding Effect. The Parties intend that this Agreement, by its terms, will be binding upon the successors, heirs, legal representatives, and assigns; provided that this Section 10.4 shall not authorize assignment. 10.5 No Third-party Beneficiaries. The Parties intend that no term or condition contained in this Agreement will create a contractual relationship with, cause of action in favor of, or claim for relief for, any third-party, including any agent, subconsultant or subcontractor of Consultant. Absolutely no third-party beneficiaries are intended by this Agreement. Any third-party receiving a benefit from this Agreement is an incidental and unintended beneficiary only. 10.6 Article X, Section 20/TABOR. The Parties understand and acknowledge that the City is subject to Article X, § 20 of the Colorado Constitution ("TABOR"). The Parties do not intend to violate the terms and requirements of TABOR by the execution of this Agreement. It is understood and agreed that this Agreement does not create a multi-fiscal year direct or indirect debt or obligation within the meaning of TABOR and, therefore, notwithstanding anything in this Agreement to the contrary, all payment obligations of the City are expressly dependent and conditioned upon the continuing availability of funds beyond the term of the City's current fiscal period ending upon the next succeeding December 31. Financial obligations of the City payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available in accordance with the rules, regulations, and resolutions of City of Centennial, and other applicable law. Upon the failure to appropriate such funds, this Agreement shall be terminated. 10.7 Governing Law, Venue, and Enforcement. The Parties intend that this Agreement is to be governed by and interpreted according to the law of the State of Colorado. The Parties intend that venue for any action arising under this Agreement is to be in the appropriate court for Arapahoe County, Colorado. To reduce the cost of dispute resolution and to expedite the resolution of disputes under this Agreement, the Parties hereby waive any and all right either may have to request a jury trial in any civil action relating primarily to the enforcement of this Agreement. The Parties agree that the rule that ambiguities in a contract are to be construed against the drafting party shall not apply to the interpretation of this Agreement. If there is any conflict between the language of this Agreement and any exhibit or attachment, the language of this Agreement shall govern. 15 10.8 Survival of Terms and Conditions. The Parties understand and agree that all terms and conditions of the Agreement that require continued performance, compliance, or effect beyond the termination date of the Agreement shall survive such termination date and shall be enforceable in the event of a failure to perform or comply. 10.9 Assignment and Release. All or part of the rights, duties, obligations, responsibilities, or benefits set forth in this Agreement shall not be assigned by the Consultant without the express written consent of the City. Any written assignment shall expressly refer to this Agreement, specify the particular rights, duties, obligations, responsibilities, or benefits so assigned, and shall not be effective unless approved by the City through the authorizing agent executing this Agreement. No assignment shall release the Consultant from performance of any duty, obligation, or responsibility unless such release is clearly expressed in such written document of assignment. 10.10 Interpretation and Mutual Negotiation. The Parties intend that this Agreement is to be interpreted, in all instances. to reflect the Consultant’s status as an independent contractor with the City and that in no event shall this Agreement be interpreted as establishing an employment relationship between the City and either Consultant or Consultant’s employees, agents, or representatives. The Parties agree that this Agreement is the result of mutual negotiation between the Parties and that the Agreement shall not be construed against the City on grounds relating to drafting, revision, review, or recommendation by any agent or representative of the City. The Parties further agree that all warranties in this Agreement are made by the Consultant to induce the City to accept the Consultant’s offer to enter into this Agreement and have been incorporated into the Agreement at the Consultant’s request. 10.11 Captions. The captions of the paragraphs and sections are set forth only for the convenience and reference of the Parties and are not intended in any way to define, limit or describe the scope or intent of this Agreement. 10.12 Agreement Controls. In the event a conflict exists between this Agreement and any term in any exhibit attached or incorporated into this Agreement, the terms in this Agreement shall supersede the terms in such exhibit. 10.13 Integration and Amendment. This Agreement represents the entire and integrated agreement between the City and the Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. Any amendments to this Agreement must be in writing and be signed by both the City and the Consultant. 10.14 Severability. Invalidation of any of the provisions of this Agreement or any paragraph, section, sentence, clause, phrase, or word herein or the application thereof in any given circumstance shall not affect the validity of any other provision of this Agreement. 10.15 Incorporation of Exhibits. Unless otherwise stated in this Agreement, exhibits, applications, or documents referenced in this Agreement shall be incorporated into this Agreement for all purposes. In the event of a conflict between any 16  incorporated exhibit and this Agreement, the provisions of this Agreement shall govern and control. 10.16 Notices. Unless otherwise specifically required by a provision of this Agreement, any notice required or permitted by this Agreement shall be in writing and shall be deemed to have been sufficiently given for all purposes if sent by certified mail or registered mail, postage and fees prepaid, addressed to the Party to whom such notice is to be given at the address set forth below or at such other address as has been previously furnished in writing, to the other Party. Such notice shall be deemed to have been given when deposited in the United States Mail properly addressed to the intended recipient. If to the City: If to Consultant: City Manager Nancy Casados City of Centennial 5037 Coltin Trail, 13133 E. Arapahoe Road Castle Rock, CO 80104 Centennial, Colorado 80112 With Copy to: With Copy to: Wyatt Peterson NancyFran, LLC wpeterson@centennialco.gov PO Box 295 Dolores, CO 81323 With Copy to: City Attorney City of Centennial 13133 E. Arapahoe Road, Suite 100 Centennial, Colorado 80112 10.17 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall constitute an original and all of which shall constitute one and the same document. In addition, the Parties specifically acknowledge and agree that electronic signatures shall be effective for all purposes, in accordance with the provisions of the Uniform Electronic Transactions Act, Title 24, Article 71.3 of the Colorado Revised Statutes. 11.0 ADDENDA AND SPECIAL PROVISIONS The following Standardized City Addenda are attached and incorporated into this Agreement: None. Lawful Presence Affidavit Conflict of Interest Addendum Special Remedies -- Liquidated Damages 17  Other Special Remedies City’s Call Center Coordination Background Checks of Consultant Employees Drug Testing Addendum Colorado Labor Requirement of Public Works Funded with Public Funds Voluntary/Invited Attendance at City Training Sessions Free or Reduced Cost Services Special Insurance Addendum Hazardous Materials Addendum Civic Center Key and Access Card Directive Addendum Other 12.0 ATTACHMENTS The following are attached to this Agreement for reference: Consultant’s Certificate(s) of Insurance Consultant Proof of Professional Licensing Other 13.0 AUTHORITY The individuals executing this Agreement represent that they are expressly authorized to enter into this Agreement on behalf of City of Centennial and the Consultant and bind their respective entities. REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK SIGNATURE PAGE FOLLOWS 18 THIS AGREEMENT is executed and made effective as provided above. CITY OF CENTENNIAL, COLORADO Approval by City Council Not Required By: Mayor or Mayor Pro Tem Approval by City Manager Not Required By: Matt Sturgeon, City Manager ATTEST: APPROVED AS TO FORM (Excluding Exhibits) Not Required City Clerk or Deputy City Clerk For City Attorney’s Office Department/Position Responsible for Administration of Contract: Office of Strategic Initiatives / Senior Strategic Advisor 19  CONSULTANT: NancyFran, LLC By: Nancy Casados, Principal STATE OF ) COUNTY OF ) ss. The foregoing Professional Services Agreement was acknowledged before me this day of , 2025, by as of , a . Witness my hand and official seal. My commission expires: . Notary Public (Required for all contracts pursuant to C.R.S. § 8-40-202(2)(b)(IV)) 20  EXHIBIT A Project/Services Name: Fiber Network Marketing and Lease Brokerage SCOPE OF WORK The Consultant shall, as an independent contractor of the City, market and broker lease agreements (including Indefeasible Right of Use or “IRU” agreements) for the City Fiber Network which include fiber optic cable and associated equipment installed along public and private property, rights-of-way (“ROW”), and:  Two (2) handholes in the ROW on the west and east side of Databank (6900 S Peoria St, Centennial, CO 80112), and  One (1) handhole in the ROW outside of the Flexential data center (12500 East Arapahoe Road, Ste C, Centennial, CO 80112) The Consultant shall also market and broker lease agreements for Fiber Network Assets acquired through the City’s IRU with UPN which consists of the following:  Six (6) fibers from a handhole in front of 181 Inverness Dr. W, Englewood, Colorado to the DataBank UPN FDP Panel;  Two (2) fibers from CoreSite DE2 to South Buckley Road / East. Smokey Hill Road on the UPN network;  Four (4) 10G waves between the UPN rack at CoreSite located at 639 E 18th Ave, Denver, CO 80203 and the UPN rack at DG&E located at 910 15th St, Denver, CO 80202.  Twelve (12) fibers into the Flexential data center, anticipated to be competed in 2025, following fiber termination by Aerux at this location. Consultant Responsibilities 1. Marketing and Sales: The Consultant shall actively advertise and promote the City’s Fiber Network and Fiber Network Assets. All materials (whether printed, electronic or other format) used by the Consultant for marketing and sales shall be reviewed and approved by the City prior to such use. Contractor responsibilities associated with marketing and sales include identifying viable fiber routes, building entrances, and redundancy options. The Consultant will market, lease and negotiate IRUs and connectivity services to potential customers, including, but not limited to, Carriers, Internet Service Providers (ISPs), Small Cell Backhaul Providers, and other applicable network and connectivity customers. A-1 2. Open Access Leasing: The Consultant agrees to offer brokerage assistance to execute leases of the City’s dark fiber strands on an open-access basis. Dark fiber will be made available to all interested Carriers, Service Providers, Network Providers, Small Cell Backhaul Providers, Connectivity Providers, and other qualifying customers, subject to availability. In addition, the Consultant will provide an analysis of the Centennial FiberWorks Schedule of Rates and provide recommended amendments on an annual or more frequent basis. 3. Prospect Registration Form: The Consultant shall complete Prospect Registration Form(s), attached to this Agreement and labeled as Exhibit D, to evidence Consultant’s Fiber Network Marketing and Lease Brokerage services. All Prospect Registration Form(s) shall be executed by both the Consultant and the City to be eligible for compensation as set forth in Exhibit B. 4. IRU/Lease Updates, Direction and Recommendation: The Consultant shall meet with the City to provide quarterly updates on marketing and lease brokerage progress. The Consultant shall provide a written summary of any IRU/lease discussions (including proposed agreement terms and conditions) and make formal, written recommendations to the City concerning the potential execution of IRU/leases. The City shall provide guidance and direction on all IRU/lease negotiations. The Consultant shall have no independent authority to negotiate specific IRU/lease terms without prior consultation and approval from the City. The Consultant shall not have the authority to bind the City in any manner concerning IRU/lease terms or enter into IRU/leases on behalf of the City. The City shall retain final approval authority of all terms and conditions within any IRU/lease. 5. Customer Service and Communication: The Consultant shall serve as the point of contact for inquiries related to the City Fiber Network’s dark fiber and connectivity services. The Consultant is responsible for timely and professional handling of all communications, including calls, emails, and other inquiries regarding fiber availability, service options, and network information. A-2  EXHIBIT B Project/Services Name: Fiber Network Marketing and Lease Brokerage RATES FOR SERVICE AND REIMBURSABLE EXPENSES Executed IRU/Leases: All Prospect Registration Form(s) that result in executed IRU/leases shall entitle the Consultant to compensation as follows:  The Consultant shall receive fifty percent (50%) of any gross revenue generated from the leasing of the City Fiber Network and Connectivity Services brokered by the Consultant for a period up to 10 years after the termination of this Agreement as it may be amended or extended.  There shall be no reimbursable expenses owed to the Consultant.  EXHIBIT C Project/Services Name: Fiber Network Marketing and Lease Brokerage NOTICE OF EXTENSION PROFESSIONAL SERVICES AGREEMENT CALENDAR YEAR 2027 RENEWAL PERIOD Project/Services Name: Fiber Network Marketing and Lease Brokerage By this NOTICE OF EXTENSION OF PROFESSIONAL SERVICES AGREEMENT ("Notice of Extension”), the CITY OF CENTENNIAL desires to extend the professional services agreement (“Agreement”) with NancyFran, LLC (“Consultant). The City and the Consultant entered into the Agreement which by its terms, terminated on December 31, 2026, subject to up to four (4) additional one (1) year renewal periods. The City, through this Notice of Extension, hereby extends the Agreement for calendar year Click on grey box and enter YEAR with expiration to be December 31st. Except for extending the term of the Agreement, all remaining terms of the Agreement will remain in full force and effect. CITY OF CENTENNIAL, COLORADO By: City Manager  EXHIBIT D Project/Services Name: Fiber Network Marketing and Lease Brokerage Prospect Registration Form 1. Date of Registration: 2. Consultant Name / Company: 3. Prospect Company Name: 4. Primary Contact Name: 5. Title / Role: 6. Email Address: 7. Phone Number: 8. Description of Opportunity: 9. Type of Service(s) Discussed (IRU, Lease, Backhaul, etc.): 10. Stage of Engagement (Initial Contact, Technical Review, Proposal Submitted, etc.): 11. Notes / Follow-up Actions: 12. Supporting Documents Attached (Y/N): Submitted by: NancyFran, LLC Name: Title: Signature: Date: City of Centennial Name: Title: Signature: Date: