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FIBER OPTIC LEASE AGREEMENT BETWEEN CITY OF MOSCOW, IDAHO AND FIRST STEP INTERNET This Fiber Optic Lease Agreement between City of Moscow, Idaho, a municipal corporation of the State of Idaho, 206 East Third Street, Moscow, Idaho, 83843 (hereinafter "CITY") and First Step Internet, PO Box 9587, Moscow, lD 83843, a company of the State of Idaho (hereinafter "LESSEE"). I. TERM: The term of this Agreement is for a period of three years commencing upon the effective date of this agreement and terminating thirty six (36) months from such date under the following terms and conditions. 2. RENEWAL OF LEASE AGREEMENT: This Agreement is renewable at the sole discretion of CITY upon one year's prior written notice by LESSEE to CITY of LESSEE's intent to renew. Renewal of this Agreement shall not preclude renegotiation of the annual monetary compensation amount. 3. FIBER LEASED AND COMPENSATION: CITY leases to LESSEE and LESSEE leases from CITY two dark fiber optic cable strand( s) in the total amount of eighteen thousand two hundred and twenty four (18,224) strand feet of the City Network Fiber at the lease rate of $0.04 per strand foot. The total leased strand footage shall be calculated by multiplying the number of strands leased by the total linear length of the cable segment leased. All such Leased Fiber shall be identified upon the map attached to this Agreement as Exhibit and incorporated herein. The lease rate shall be increased annually by three percent of the lease rate of the immediately proceeding year. Such lease rate adjustment shall be made and effective upon January I" of each year throughout the term of this Agreement. Any equipment rack space necessary to house LESSEE's electronic equipment within a CITY facility shall be leased by the standard rack unit at the rate of $30.00 per month per rack unit (IU) which shall include any electricity utilized by such equipment. Lease payments shall be due and payable by the lOth day of each month of each year during the term of this Agreement. 4. LEASED FIBER SPECIFICATIONS: All fiber shall be single mode fiber optic cable capable of one thousand (1,000) mbps data transmission or greater. 5. NO ALTERATIONS OR IMPROVEMENTS BY LESSEE: LESSEE shall not alter or construct or cause to be altered or constructed any attachments or connections to CITY's fiber optic cables, including those fiber strands leased by LESSEE under this Agreement. CITY shall have the sole right to splice, repair, tap, or otherwise modify CITY's fiber optic cables including those leased to LESSEE pursuant to this Agreement. The LESSEE shall not place any temporary or permanent sign or structure upon the Leased Fiber without first obtaining the written consent of CITY. 6. ACCESS BY CITY: CITY shall have the right to access the Leased Fiber at any reasonable time to examine the same and determine the maintenance and state of repair. When occasional routine maintenance is reasonably required, CITY will make its best effort to notify LESSEE of any planned outages and CITY shall make its best efforts to minimize disruption of utilization of Leased Fiber. FIBER 0PT!C lEASE AGREEMENT PAGE 1 OF4 2007-5\ ---PAGE BREAK--- 7. FIRE OR OTHER CATASTROPHIC LOSS: If any portion of the Leased Fiber shall be damaged by fire, the elements or other causes, CITY will cause the same to be repaired and restored. If such damage is the result of the negligence of LESSEE or its employees, CITY shall repair and restore the Leased Fiber at LESSEE's expense. If any portion of the Leased Fiber is so damaged as to be unfit for use or occupancy, the rent of LESSEE shall be adjusted accordingly. If any portion of the Leased Fiber is destroyed to the extent of fifty percent (50%) or more of the replacement value of said Leased Fiber, CITY may, at its option, terminate this Agreement rather than restore the Leased Fiber. 8. REPAIR AND MAINTENANCE SERVICES: CITY shall maintain a sufficient level of service and reliability of the Leased Fiber. CITY shall not be responsible to LESSEE for any costs or other damages of any nature, including losses associated with any interruptions of LESSEE's business, resulting from any CITY NETWORK disruptions, or performance failures of any maintenance and/or service provider. 9. INDEMNIFICATION AND HOLD HARMLESS: LESSEE agrees to indemnify, defend, and hold harmless CITY, and its officers, agents and employees, from and against any and all claims, losses, actions, or judgments for damages or injury to persons or property arising out of or in connection with the acts and/or any performances or activities of LESSEE, LESSEE's agents, employees, or representatives under this Agreement. LESSEE specifically agrees to indemnify, defend and hold harmless CITY and its officers, agents and employees from and against any and all claims, losses, actions or judgments for damages or injury to persons or property arising out of or in connection with interruptions of service and/or use of Leased Fiber. 10. TIME OF ESSENCE AND DEFAULT: Time is of the essence of this Agreement. If LESSEE defaults in any of the terms of this Agreement for a period of ten (10) days after written notice of default has been sent by CITY, then CITY, at its option and in addition to all other legal and equitable remedies, may declare this Agreement forfeited and terminated and may repossess the Leased Fiber. Upon such forfeiture and termination, all rights of LESSEE under this Agreement shall immediately terminate. Provided, however, that nothing herein shall be considered an election of remedies or limitation of damages. 11. ASSIGNMENT OR SUBLETTING EXPRESSLY PROHIBITED: LESSEE shall not assign this Agreement nor sublet the whole or any part thereof without the written consent of CITY. 12. USE OF LEASED FIBER: LESSEE shall use the Leased Fiber exclusively for whatever purposes are legal and shall at all times comply with all laws, regulations and ordinances. Operation, maintenance and repair of electronics to light fiber shall be the sole responsibility of LESSEE. 13. TERMINATION: This Agreement may be terminated without cause by either party upon one year's prior written notice to the other party pursuant to Section 14 of this Agreement. 14. OTHER CONDITIONS: A. CITY and LESSEE shall identifY an agreed upon location for the installation of the fiber tem1ination enclosure upon LESSEE's property, which location shall serve as the demarcation point. The maintenance, repair and operations for all terminations, cables, FIBER OPTIC LEASE AGREEMENT PAGE20F4 ---PAGE BREAK--- and electronics attached to the LESSEE's side of such demarcation point shall be the sole responsibility of LESSEE. B. In the event that LESSEE reports a malfunction of the Leased Fiber to CITY which results in the dispatch of CITY's maintenance and repair provider and it is determined that the cause of such disruption of service was not related to the Leased Fiber condition and/or operability but instead was related to LESSEE's equipment or facilities on LESSEE's side of the demarcation point, LESSEE shall be responsible for the cost of such dispatch by the maintenance and service provider. C. At CITY's discretion, CITY reserves the right to provide LESSEE equivalent capacity and service via a dedicated wavelength using course wavelength multiplexing. CITY shall provide all necessary equipment at the demarcation point to allow for LESSEE to utilize such wavelength multiplexing. 15. SERVICE OF NOTICES: Any notice may be served upon CITY by certified mail to City Clerk, City of Moscow, Idaho, P 0 Box 9203, Moscow, Idaho, 83843, and any notice may be served upon LESSEE by certified mail to LESSEE at First Step Internet, PO Box 9587, Moscow, !D 83843. Service of a notice by certified mail shall be deemed complete upon the date of the postmark by certified mail. Either party may change the address for services of notice by written notice to the other party. CITY: City ofMoPcow,'Idaho · By Nancy Ghaney,. Mayor F!BER OPTIC LEASE AGREEMENT ACKNOWLEDGMENT PAGE30F4 ---PAGE BREAK--- < 'l > - ( ' oTAR·-·· ; I IN r \ ; l STATE OF IDAHO ) i i : ) ss. ; Pus'-'v § COUNTY OF LATAH ) • " , . . 0M . JK . t. /J l'£2 Of \ On this J day of (.ltfb(:f-f/r , 2007, before me, d²ti!I)I'Pb'ti!ic in and for said State, appeared /t:vti'v! 19L , known to me to be the person named above and acknowledged that he executed the foregoing document as the duly authorized re res tative for U _ FIBER OPTIC LEASE AGREEMENT N ary Pu for the State oj,d³}o/ Residing at . ri12fil l{lftt!w'!}a1 1 /1i't>f UkJ My exp1res · - 10 PAGE40F4