Exhibit 10.27
Phase Two
February 25, 1998
SHORT FORM
AGREEMENT FOR THE PROVISION OF
FIBER OPTIC FACILITIES AND SERVICES
1. PREAMBLE
This Agreement is entered into as of February 27, 1998 between Northeast
Utilities Service Company, a specially chartered Connecticut corporation, The
Connecticut Light and Power Company, a Connecticut corporation, Western
Massachusetts Electric Company, a Massachusetts corporation, and Public Service
Company of New Hampshire, a New Hampshire corporation, (collectively "NU") and
NECOM LLC, a Massachusetts limited liability company ("NECOM").
2. RECITALS
2.1 WHEREAS, NU is the owner of transmission structures, subtransmission
structures, conduits, and associated civil works ("Structures") and has certain
rights to use easements and/or rights of way within which the Structures are
located in the State of Connecticut, the Commonwealth of Massachusetts, the
State of Maine and the State of New Hampshire as part of NU's electric
transmission system;
2.2 WHEREAS, NECOM seeks to use certain of the Structures to install a fiber
optic cable which will consist of not less than 48 and not more than 144
singlemode fiber optic filaments, at least 36 of which will be used by NECOM for
its communication system and 12 of which will be used by NU for its
communication system or otherwise as permitted by this Agreement; and
2.3 WHEREAS, the parties have entered into an agreement of even date relating to
portions of Cable, hereinafter defined, which was installed prior to the date
hereof; and
2.4 WHEREAS, NU is willing to permit the use of certain of its Structures for
the purposes described in clause 2.2 in exchange for title to the Cable as and
to the extent set forth in Sections 5.1 and 5.2, the use of 12 singlemode fiber
optic filaments and the payment of certain annual fees.
NOW THEREFORE, in consideration of the mutual covenants, terms, and conditions
contained in this Agreement, the parties agree as follows:
3. DEFINITIONS
3.1 Activation Date - The date on which the Cable on a Route Segment is accepted
by the parties as operational.
3.2 Cable - Fiber optic filaments consisting of either NUNet, NEON, or both, and
any suitable core, jacketing or sheath.
3.3 Indefeasible Right of Use - An indefeasible right of use, for the purposes
described herein, in NU's Structures, Space and the Route as set forth in
Section 4.1, including without limitation all of the rights and privileges of an
Indefeasible Right of Use as generally understood and interpreted in the
communications industry as an exclusive ownership right relating to
communication transmission capacities and facilities.
3.4 NECOM's Space - Floor space to be provided to NECOM by NU, as available in
the sole judgment of NU, in existing facilities or in New Buildings of NU along
the Route for the placement of Equipment to be used solely in connection with
NEON.
3.5 NEON - The fiber optic filaments in the Cable (other than the 12 fibers to
be used by NU as NUNet), NECOM's Equipment and NECOM's Space.
3.6 NUNet - Twelve fiber optic filaments in one or more single color-coded tubes
within the Cable, NU's Equipment and NU's Space.
3.7 NU's Space - Floor space to be provided to NU by NECOM in New Buildings or
facilities of NECOM for the placement of Equipment to be used solely in
connection with NUNet.
3.8 Route - That portion of NU's transmission route designated in Exhibit 3.26
attached to the Complete Agreement referred to in Section 8.1.
3.9 Route Segment - A portion of the Route between any two of the numbered
points set forth in Exhibit 3.26 attached to the Complete Agreement referred to
in Section 8.1. The Route Segment includes a location within the cities or towns
and counties listed in Exhibit 3.10.
4. NECOM'S RIGHT TO USE; OBLIGATION TO BUILD
4.1 Right of Use. The parties will install, or cause to be installed, the Cable
in accordance with the provisions of this Agreement. Upon the installation on or
after the date of this Agreement with respect to Cable on a Route Segment or
alternate path, NECOM shall have an Indefeasible Right of Use, for the purposes
described herein, in that Route Segment or alternate path and in NU's Structures
and Space for the operation of NEON, for the Term defined in Section 7.1 and on
the terms and subject to the conditions set forth herein.
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4.2 Limitation on Use. NECOM shall use NEON solely to serve its customers in
accordance with applicable state and federal regulations.
4.3 Other Cables/Facilities. This Agreement shall not be construed as limiting
or restricting NU in any manner from using its structures, easements and/or
rights of way for the installation of its fiber optic cables or
telecommunication facilities for its own use or that of third parties.
5. OWNERSHIP OF THE CABLE
5.1 Title; Tax Accounting. Legal title to the Cable and to any item of Equipment
installed upon NU's Structures shall be held by NU, except as herein set forth.
With respect to the Cable and NUNet, but excluding NEON, NU shall have absolute
legal and beneficial ownership, subject to certain rights and restrictions set
forth in the Complete Agreement. Legal title to the portions of NEON installed
on or after the date hereof shall be held by NECOM during the term of this
Agreement and with respect thereto, NECOM shall have absolute legal and
beneficial ownership during the term of this Agreement. NU agrees and
acknowledges that, notwithstanding installation of NEON upon NU's Structures,
NEON shall not become a fixture on any real estate or real estate interest of NU
but rather shall remain the personal property of NECOM.
5.2 Vesting of Title in NU. Legal title to NEON shall vest in NU upon
termination of this Agreement or of any applicable Route Segment.
6. TERM AND TERMINATION
6.1 Period. The term of this Agreement shall be for a period (the "Term")
commencing on the date hereof, and ending on September 27, 2024 ("the Ending
Date") and shall automatically renew on September 27, 2024 and thereafter for
five year periods until terminated by either party upon notice given one year or
more prior to September 27, 2024 or any renewal date thereafter.
7. SHORT FORM; INCONSISTENCIES
7.1 Short Form. The parties have entered into another agreement of even date
regarding the same subject matter which other agreement contains further
provisions concerning the relationships between the parties (the "Complete
Agreement"). This Agreement is a shortened form of the Complete Agreement and is
created solely for the purpose of recording or filing it in appropriate public
records. In the event of any inconsistencies between this Agreement and the
Complete Agreement, the provisions of the Complete Agreement shall control.
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the day
and year first above written.
Witnessed by: Northeast Utilities Service Company
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
---------------- -----------------------------------------
Print: Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Title: Vice President - Energy Delivery
The Connecticut Light and Power Company
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
---------------- -----------------------------------------
Print: Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Title: Vice President - Energy Delivery
Western Massachusetts Electric Company
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
---------------- -----------------------------------------
Print: Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Title: Vice President - Energy Delivery
Public Service Company of New Hampshire
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
---------------- -----------------------------------------
Print: Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Title: Vice President - Energy Delivery
NECOM LLC
By: its Manager, FiveCom, Inc.
/s/ ▇▇▇▇ Strannen By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
---------------- -----------------------------------------
Print Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: President
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State of Connecticut February 26, 1998
County Hartford, ss. Berlin
Personally appeared ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, the Vice President of
Northeast Utilities Service Company, and acknowledged the foregoing instrument
to be the free act and deed of Northeast Utilities Service Company, before me,
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
affix notarial ---------------------------------
seal print name:
Notary Public
My Commission expires:
State of Connecticut February 26, 1998
County Hartford, ss. Berlin
Personally appeared ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, the Vice President of The
Connecticut Light and Power Company, and acknowledged the foregoing instrument
to be the free act and deed of The Connecticut Light and Power Company, before
me,
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
affix notarial ---------------------------------
seal
Notary Public
My Commission expires:
State of Connecticut February 26, 1998
County Hartford, ss. Berlin
Personally appeared ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, the Vice President of Western
Massachusetts Electric Company and acknowledged the foregoing instrument to be
the free act and deed of Western Massachusetts Electric Company, before me,
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
affix notarial ---------------------------------
seal
Notary Public
My Commission expires:
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State of Connecticut February 26, 1998
County Hartford, ss. Berlin
Personally appeared ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, the Vice President of Public
Service Company of New Hampshire, and acknowledged the foregoing instrument to
be the free act and deed of Public Service Company of New Hampshire, before me,
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
affix notarial ---------------------------------
seal
Notary Public
My Commission expires:
State of ,1998
County of , ss.
Personally appeared ________________________, the
______________________ of NECOM LLC, and acknowledged the foregoing instrument
to be the free act and deed of NECOM LLC, before me,
---------------------------------
affix notarial
seal Notary Public
My Commission expires:
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EXHIBIT 3.10
Cities or Towns and Counties in which the Route Segment is located and in which
this agreement is to be filed or recorded
State County Municipality
----- ------ ------------
CONNECTICUT Fairfield Bridgeport
▇▇▇▇▇▇
▇▇▇▇▇▇
Fairfield
Norwalk
Stamford
Stratford
▇▇▇▇▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ Berlin
Hartford
New Britain
Rocky Hill
Southington
Wethersfield
Middlesex East Haddam
East Hampton
Haddam
Middlefield
Middletown
New Haven ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
Hamden
Meriden
Milford
Orange
Wallingford
Woodbridge
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State County Municipality
----- ------ ------------
CONNECTICUT New London East Lyme
Groton
Ledyard
Lyme
Montville
North Stonington
Stonington
Waterford
MASSACHUSETTS ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
Northfield
Sunderland
Warwick
Hampden Chicopee
Hampshire Amherst
Granby
South ▇▇▇▇▇▇
NEW HAMPSHIRE Cheshire Hinsdale
Keene
▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
Swanzey
Winchester
Hillsborough Antrim
Deering
Goffstown
Hillsborough
▇▇▇▇▇▇
Pelham
Weare
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▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Hampton
Hampton Falls
Newington
North Hampton
Portsmouth
Seabrook
Windham
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