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FIBER OPTIC CABLE LEASE AGREEMENT BETWEEN REGENTS OF THE UNIVERSITY OF IDAHO AND CITY OF MOSCOW, IDAHO THIS FIBER OPTIC CABLE LEASE AGREEMENT BETWEEN REGENTS OF THE UNIVERSITY OF IDAHO AND CITY OF MOSCOW, IDAHO (hereinafter "Agreement'') is made and entered into by and between the Regents of the University of Idaho, a public corporation, state educational institution, and body politic and corporate organized and existing under the Constitution and laws of the State of Idaho (hereinafter "UNIVERSITY") and the City of Moscow, a municipal corporation of the State of Idaho, 206 East Third Street, Moscow, Idaho, 83843 (hereinafter "CITY"). WHEREAS, UNIVERSITY desires to have CITY law enforcement personnel occupy office space within UNIVERSITY Commons building in the interior of the UNIVERSITY campus; and WHEREAS, CITY wishes to lease one fiber optic cable path from UNIVERSITY to connect CITY data and voice facilities with CITY Police Department personnel located in the UNIVERSITY Commons building; NOW THEREFORE, in recognition of the consideration herein, the Pa11ies agree as follows. A. PURPOSE This Fiber Optic Cable Lease Agreement (Agreement) provides the framework for CITY to lease one ( l) physical "pathway'' of fiber optic cable from UNIVERSITY and install switching equipment in UNIVERSITY buildings in order to provide internet and voice services to Moscow Police Department Substation office space located on the UNIVERSITY Moscow campus in the UNIVERSITY Commons building. B. FIBER OPTIC PATHWAY DESCRIPTION l. Commons Pathway. a. One pair (2 strands) of multi-mode fiber from UNIVERSITY Library building (building #032, 850 Rayburn Street) A closet (room #004A) to UNIVERSITY Gibb building (building #009, 820 Pine Street) A closet (room #047); b. One ( l) pair (2 strands) of multi-mode fiber from UNIVERSITY Gibb building (building #009, 820 Pine Street) A closet (room #04 7) to UNIVERSITY Commons building (building #097, S. 875 Line Street) A closet (room #017); c. One pair (2 strands) of multi-mode fiber from UNIVERSITY Commons (building #097, S. 875 Line Street) A closet (room #017) to UNIVERSITY Commons (building #097, S. 875 Line Street) B closet (room #205C). C. OTHER STIPULATIONS CITY also agrees to the following conditions: 1. UNIVERSITY telecommunication room (closet) access will be with University Information Technology Services (ITS) department staff escort only. 2. CITY switching equipment and UPS' will be installed on ITS racks. UNIVERSln' - Cl r1· FIBER Orne CABLE LEASE. LIBRARY ANIJ COMMOt\S f'Mil' I or-5 :2ol3-7'P ---PAGE BREAK--- 3. Agreement is for the fiber path only. UNIVERSITY is providing no networking or telecommunication services. 4. Access to UNIVERSITY staff and facilities is available during regular UNIVERSITY business hours. Access outside of UNIVERSITY business hours will be limited to "best effort''. 5. Any UNIVERSITY fiber issues will be addressed by contacting University ITS Networks and Systems at (208) 885-6721. D. TERM The Agreement te1m hereunder shall commence on December 1, 2012 and extend until June 30, 2014. The Agreement may be renewed by one year increments with mutually agreed upon terms and conditions. The Agreement tem1 hereinabove, shall extend until such time as the Moscow Police department substation is no longer located in the UNIVERSITY Commons, unless te1minated earlier or modified as provided herein. E. LEASE UNIVERSITY hereby leases to CITY the exclusive use of one pathway of its fiber optic cable located from UNIVERSITY Library building (building #032, 850 Rayburn Street) A closet (room #004A), Idaho, to the UNIVERSITY Commons building (building #097, S. 875 Line Street) B closet (room #205C). F. COMPENSATION I. Lease CITY shall make no monetary payments to UNIVERSITY under the te1ms of this Agreement. Compensation for the lease of the pathway of fiber optic cable shall consist of the exchange of the use of a pair of fiber from University of Idaho, building #046, W. 880 3"1 Street to Moscow City Hall, Moscow, Idaho. This compensation shall be the only compensation from CITY to UNIVERSITY for this Agreement tem1 and/or any extension thereof. 2. Maintenance UNIVERSITY shall remain responsible for the maintenance of the cable leased hereunder. UNIVERSITY shall repair all damage to the fiber optic cable and shall defend all claims for damages to persons or property resulting from acts of God or from UNIVERSITY's maintenance or repair activities and shall pay any resulting damages or costs. In the event UNIVERSITY's fiber optic cable is destroyed or otherwise rendered pennanently inoperable by any cause beyond reasonable control of the Parties, or if extraordinary maintenance or capital improvements are needed, the Paities shall confer in good faith on a mutually acceptable resolution for sharing the costs of the needed repair, replacement, or improvement. If the Parties are unable to agree on a resolution, this Agreement shall tenninate thirty (30) days after an impasse has been reached. G. LIABILITY FOR DAMAGE If any of the fiber optic cable covered by this Agreement is damaged solely as a result of negligent or intentional acts of one of the Parties to this Agreement, or by its officers, employees, or agents, that Patty shall repair the damage at its sole cost and expense within a l1N1vrns11 Y - C1 rY FlllER 0Pnc CABl r LiAsE. L11m ~RY ,\ND CoM~10Ns PAGI: 2 Ol 5 ---PAGE BREAK--- reasonable time. This shall be the sole remedy for any such damage. In no event.shall either Party be responsible or liabk to the other Paiiy or to any person or entity in privily with any Party, for direct, indirect, or consequential damages, including interruption of services, suffered as a result of any damage to the fiber optic cables or their functionality. H. rNSURANCE AND HOLD HARMLESS CITY's liability coverage is provided through the Idaho Counties Risk Management Program (ICRMP). Limits of liability and CITY's indemnification under this Agreement, with respect to claims covered by the Idaho Tort Claims Act, is five hundred thousand dollars ($500,000) Combined Single Limits (which amount is CITY's limit of liability under the Idaho Tort Claims Act). UNIVERSITY agrees and affoms that CITY's cu1Tent participation and membership in the Idaho Counties Risk Management Program ("ICRMP") fulfills all required insurance obligations. CITY agrees to maintain equivalent coverage throughout the Agreement term and any extension thereof and to provide UNIVERSITY with timely notice of any change to coverage status. Accordingly, subject to the limits of liability specified in Idaho Code Sections 6-90 I through 6-929, known as the Idaho Tort Claims Act, CITY shall indemnify, defend and hold harmless the State of Idaho, UNIVERSITY, and its governing board, employees, agents, and assigns, from and against any and all claims, losses, damages, injuries, liabilities and all costs, including attorney's fees, cou11 costs and expenses and liabilities incurred in or from any such claim, arising from any breach or default in the performance of any obligation on CITY's pai1 to be performed under the terms of this Agreement, or arising from any act, negligence or the failure to act of CITY, or any of its agents, contractors, employees, invitees or guests. Subject to the limits of liability specified in Idaho Code Sections 6-901 through 6-929, known as the Idaho T01i Claims Act, UNIVERSITY shall indemnify and hold harmless CITY, its agents, and employees, from and/or against any and all claims, damages, and liabilities (including reasonable attorney's fees) that may be suffered or incmTed and that arise as a direct result of and which are caused by UNIVERSITY's possession, operations or perfonnance under this indemnification agreement. This indemnification docs not apply when such claims, damages, and liabilities arc the result of negligent acts, errors, omissions or fault on the part of CITY, its agents or assigns, or when the claim or suit is made against CITY by the UNIVERSITY, the State of Idaho, or any of its agencies. CITY shall notify UNIVERSITY, Attention Risk Management Officer, PO Box 443162, Moscow, Idaho, 83844-3162, of any such claim of which it has knowledge and shall cooperate fully with UNIVERSITY or its representatives in the defense of the same. UNIVERSITY's liability coverage is provided through a self-funded liability program administered by the State of Idaho Office of Insurance Management. Limits of liability, and this indemnification, are $500,000 Combined Single Limits, which amount is UNIVERSITY's limit of liability under the ldaho To11 Claims Act. I. INDEPENDENT CAPACITY: NONDISCRIMrNATION UNIVERSITY - CJ rY Orr IC CAIJU LEASF, LJRRARY AKD COMMONS f'Atd·: 3 01 5 ---PAGE BREAK--- The employees or agents of each Party who are engaged in the performance of this Agreement shall continue lo be employees or agents of that Party and shall not be considered for any purpose to be employees or agents of the other Paity. CITY and UNIVERSITY agree not to discriminate against any UNIVERSITY or CITY employee or applicant for employment in the perf01mance of this Agreement with respect to tenure, tenns, conditions, or privileges of employment or any matter directly or indirectly related to employment because of race, sex, color, religion, age, national origin, ancestry, or status as a Vietnam veteran. Breach of this covenant may be regarded as a material breach. J. MODIFICATION This Agreement may be modified or amended by mutual agreement of both Parties. Such amendments shall not be binding unless they are in writing and signed by personnel authorized to bind both of the Parties. K. TERMINATION This Agreement may be te1minated early for the convenience of both Paities, by a request in writing, by either Party, thirty (30) days in advance of the effective date of tennination. Any CITY capital equipment, installed for purposes related to this Agreement, must be removed from UNIVERSITY's facilities within thirty (30) days of termination date by CITY at CITY's expense. L. DISPUTE RESOLUTION If for any cause, either Party does not fulfill in a timely and proper manner its obligations under this Agreement, or if either Pmty violates any of these terms and conditions, the aggrieved Party will give the other Paity written notice of such failure or violation. The responsible Paity will be given the oppo11unity to c01Tect the violation or failure within fifteen ( 15) working days; provided, however. that where such failure cannot reasonably be cured within such fifteen ( 15) day period, if the Party failing to perfom1 shall proceed to cure the same and prosecute such cure with due diligence. the time for curing such breach shall be extended for such period of time as may be necessary to complete such cure; and provided further that if the responsible Party certifies in good faith to the complaining Pa11y in writing that the breach has been cured, such breach shall be deemed to be cured unless the complaining Pmty notifies the responsible Pa1ty in writing within fifteen ( 15) days of receipt of such notice that such breach has not been cured. If the responsible Pa11y denies responsibility or fails to diligently proceed in good faith to cure said breach, the matter shall be submitted to mediation. If mediation is unsuccessful, the matter shall be submitted to final and binding arbitration through an arbitrator selected by both Parties. If the Parties are unable to agree to an arbitrator, the matter shall be submitted to arbitration through the American Arbitration Association. M. GOVERNANCE This Agreement is entered into pursuant to and under the authority granted by the laws of the state of Idaho and any applicable foderal laws. The provisions of this Agreement shall be construed to conform to those laws. N. JURISDICTION AND VENUE It is agreed that this AGREEMENT shall be under and governed by the laws of the State of Idaho. Jn the event or litigation concerning it, it is agreed that proper venue shall be - CITY Oi'Ti( ' C/\Bl.E LEASE, LIBRARY .'\ND CuM~IONS P,\GL 4 OF 5 ---PAGE BREAK--- the District Court of the Second Judicial Dist1ict of the State of Idaho, in and for the County of Latah. 0 . ASSIGNMENT The rights and responsibilities of either Party under this Agreement may not be assigned or transferred. P. AGREEMENT ADMINISTRATION The program manager for each Party, listed below or as otherwise updated by the Party in writing, shall administer this Agreement and be responsible for and shall be the contact person for all conununications regarding performance under this Agreement. CITY: Contact Name and Title: Address: Telephone: Facsimile: UNIVERSITY: Contact Name and Title: College or Department: Address: Telephone: Facsimile: City of Moscow Information Services Director 206 East Third Street P 0 Box 9203 Moscow, ID 83843 (208) 883-7121 (208) 883-7018 University ofldaho Chief Technology Officer Information Technology Services 875 Perimeter Drive MS 3155 Moscow, ID 83844-3155 (208) 885-2271 (208) 885-7539 The Parties, by their signature below, affirm that they have authority to enter into this Agreement, that this Agreement is duly authorized, and that the Parties agree to all of its terms and conditions. For the Regents of the Universit of Idaho Date: C/ / { l ( I UNIVERSI IY. Cr IY ff[lER Orne CAIJLE LEASE, LIBHAKY AND COMMONS City of Moscow . 0\ ~U!sl·, · 0 · · / ,,~cof\POA4Tfo \ JULY12 '1887 . . ~ I 1 rn-· n ~ : I • U " v f ~