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FIBER OPTIC LEASE AGREEMENT BETWEEN CITY OF MOSCOW, IDAHO AND LATAH COUNTY, IDAHO. THIS FIBER OPTIC LEASE AGREEMENT (hereinafter "AGREEMENT") between City of Moscow, Idaho, a municipal corporation of the State of Idaho, 206 East Third Street, Moscow, Idaho, 83843 (hereinafter "CITY") and Latah County, Idaho, a governmental subdivision of the State of Idaho (hereinafter "COUNTY"). 1. TERM: The term of this AGREEMENT is from its effective date until the 30th day of September, 2017. This AGREEMENT will automatically renew for a period of one year commencing the pt day of October, 2017. 2. RENEW AL OF LEASE AGREEMENT: This AGREEMENT is renewable at the sole discretion of CITY for additional one year periods from October 1 through September 30, upon sixty (60) days' prior written notice by COUNTY to CITY of COUNTY'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 COUNTY and COUNTY leases from CITY two fiber routes consisting of one dark fiber optic cable strand(s). The first fiber route (hereinafter "Leased Fiber") is from City Hall to the Latah County Courthouse in the amount of one thousand six hundred fifteen ( 1,615) strand feet of the City Network. The second fiber route (hereinafter "Leased Fiber") is from City Hall to the Latah County Annex in the amount of three thousand eight hundred twelve (3,812) strand feet of the City Network. The total amount of five thousand four hundred twenty seven (5,427) strand feet shall be and is hereby leased at the lease rate of five point two four cents ($0.0524) 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. Any equipment rack space necessary to house COUNTY's electronic equipment within a CITY facility shall be leased by the standard rack unit at the rate of thirty five dollars eighty two cents ($35.82) per month per rack unit (1 U) which shall include any electricity utilized by such equipment. The lease rate for fiber and rack space shall be increased annually by three percent of the lease rate of the immediately preceding year. Such lease rate adjustment shall be made and effective upon the 1st day of January of each year throughout the term of this AGREEMENT. Lease payments shall be due and payable by the 1 oth 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. 5. NO ALTERATIONS OR IMPROVEMENTS BY COUNTY: COUNTY 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 COUNTY under this FIBER OPTIC LEASE AGREEMENT CITY AND LATAH COUNTY ANNEX 2016 PAGE I OF4 '2.D\ID - DU, 3 ---PAGE BREAK--- AGREEMENT. CITY shall have the sole right to splice, repair, tap, or otherwise modify CITY's fiber optic cables including those leased to COUNTY pursuant to this AGREEMENT. The COUNTY 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 COUNTY of any planned outages and CITY shall make its best efforts to minimize disruption of utilization of Leased Fiber. 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 COUNTY or its employees, CITY shall repair and restore the Leased Fiber at COUNTY's expense. If any portion of the Leased Fiber is so damaged as to be unfit for use or occupancy, the rent of COUNTY 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 COUNTY for any costs or other damages of any nature, including losses associated with any interruptions of COUNTY's business, resulting from any City Network disruptions, or performance failures of any maintenance and/or service provider. 9. INDEMNIFICATION AND HOLD HARMLESS: COUNTY shall defend, indemnify, and hold CITY, its officers, agents, and employees harmless from and against any and all claims, losses, actions, judgements, or injuries to persons or property resulting from the wrongful acts of COUNTY, its officers, agents or employees in performing the duties described in this Agreement. Such indemnification and defense shall be limited to only those claims, and only to the extent that COUNTY itself could be liable under state and federal statutes, regulations, common law, and other law. COUNTY's indemnification and defense of CITY herein is further limited by all defenses, burdens of proof, immunities, and limitations on damages to which COUNTY would be entitled if the claims were asserted against County. 10. TIME OF ESSENCE AND DEFAULT: Time is of the essence of this AGREEMENT. If COUNTY 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 COUNTY under this AGREEMENT shall immediately terminate. Provided, however, that nothing herein shall be considered an election of remedies or limitation of damages. FIBER OPTIC LEASE AGREEMENT CITY AND LATAH COUNTY ANNEX 2016 PAGE 2 OF4 ---PAGE BREAK--- 11. ASSIGNMENT OR SUBLETTING EXPRESSLY PROHIBITED: COUNTY shall not assign this AGREEMENT nor sublet the whole or any part thereof without the written consent of CITY. 12. USE OF LEASED FIBER: COUNTY 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 COUNTY. 13. TERMINATION: This AGREEMENT may be terminated without cause by either party upon sixty ( 60) days' prior written notice to the other party pursuant to Section 13. of this AGREEMENT. 14. OTHER CONDITIONS: A. CITY and COUNTY shall identify an agreed upon location for the installation of the fiber termination enclosure upon COUNTY's property, which location shall serve as the demarcation point. The maintenance, repair and operations for all terminations, cables, and electronics attached to the COUNTY's side of such demarcation point shall be the sole responsibility of COUNTY. B. In the event that COUNTY 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 COUNTY's equipment or facilities on COUNTY' s side of the demarcation point, COUNTY 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 COUNTY 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 COUNTY 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 COUNTY by certified mail to COUNTY at Laurel Caldwell, IT Director, Latah County, P 0 Box 8068, Moscow, Idaho, 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. 16. COMPENSATION: Compensation under this AGREEMENT shall consist of payment as set out in Section 3. of this AGREEMENT; however, upon mutual agreement of the Parties, compensation for all or part of the services contemplated by this AGREEMENT may consist of Internet access and other related in-kind services provided by COUNTY to CITY in a value of such in-kind services equal to the "market rate" (as computed in Section 16.B. of FIBER OPTIC LEASE AGREEMENT CITY AND LATAH COUNTY ANNEX 2016 PAGE3 OF4 ---PAGE BREAK--- . ' . this AGREEMENT) or payment of the "market rate" in place of said Internet and other related in-kind services, as set out in Section 16.B. hereinbelow: A. In exchange for the privileges and rights granted to COUNTY by this AGREEMENT, COUNTY shall provide CITY Internet access services and other related in-kind services of at least the same value as the "market rate" computed in Section 16.B. B. Market Rate. The value of Internet access services and other related in kind services provided by COUNTY to CITY shall be based upon the usual cost charged by COUNTY for providing like services to organizations other than CITY. In no case shall COUNTY charge CITY more than the usual cost associated with providing like services to other organizations. C. All Internet access services and other related in kind services provided by COUNTY to CITY shall be provided pursuant to the compensation formula in this Section 16.B. CITY shall pay no additional costs for such Internet access and other related COUNTY services during the term of this AGREEMENT. D. CITY, at its sole discretion, may reject COUNTY's Internet access connection at any time and may, thereafter, require COUNTY to pay the monetary fee established by utilizing the formula at Section 3. for the balance of the term of the AGREEMENT. Should CITY, at its sole discretion, determine to receive cash payments as provided herein, CITY shall give COUNTY not less than sixty (60) days' prior notice. DATED this ICCjh_ day of Sop , 2016. LESSEE CITY Latah County City of Moscow, Idaho Tom Lamar, Commissioner • Dave McGraw, Commissioner ATTEST: FIBER OPTIC LEASE AGREEMENT CITY AND LATAH COUNTY ANNEX 2016 PAGE4 OF4