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FIBER OPTIC NETWORK AGREEMENT BETWEEN GRITMAN MEDICAL CENTER, INC, MOSCOW SCHOOL DISTRICT NUMBER 281, CITY OF MOSCOW, IDAHO THIS FIBER OPTIC NETWORK AGREEMENT BETWEEN GRITMAN MEDICAL CENTER, INC, MOSCOW SCHOOL DISTRICT NUMBER 281, CITY OF MOSCOW, IDAHO (hereinafter referred to as "AGREEMENT"), is made and entered into this 30th day of May , 2003, by and between Gritman Medical Center, Inc, a non-profit Idaho corporation, 700 South Main Street, Moscow, Idaho, 83843 (hereinafter referred to as "GRITMAN"), Moscow School District #281, a school district of the State of Idaho, 650 North Cleveland Street, Moscow, Idaho, 83843 (hereinafter referred to as "MSD"), and City of Moscow, Idaho, a Municipal Corporation of the State of Idaho, 206 East Third Street, Moscow, Idaho, 83843 (hereinafter referred to as "CITY"); WITNESSETH: WHEREAS, A vista Fiber Inc. (hereinafter "A VISTA") has recently divested itself of its local fiber optic network; and WHEREAS, Port of Whitman County, Washington bas expressed interest in acquiring A vista Fiber Optic Network; and WHEREAS, GRITMAN, MSD, and CITY believe it is important for each to be able to secure efficient, effective and reliable communications infrastructure to serve their respective constituencies; and WHEREAS, GRITMAN, MSD and CITY recognize the Port of Whitman County, Washington has acquired a fiber optic network from A vista in Pullman, Washington; and WHEREAS, Port of Whitman County, Washington has demonstrated skill in fiber optic system development, deployment and maintenance; and WHEREAS, GRITMAN, MSD, and CITY understand that this Agreement is dependent on Port of Whitman County, Washington acquiring the local existing fiber optic network from A vista, and WHEREAS, GRITMAN, MSD, and CITY desire securing the local existing A vista fiber optic network for one year to determine long term fiber network viability; and WHEREAS; GRITMAN, MSD, and CITY agree that existing GRITMAN fiber strands lashed to the fiber optic network deserve similar maintenance consideration as those of the fiber optic network; and WHEREAS, GRITMAN, MSD, and CITY wish to cost share in equal proportions the amount of expenditure required to maintain pole connections, to cover network insurance costs, and to cover associated incidental costs arising from maintenance service provided by Port of Whitman County, Washington, for a period of one years time to allow GRITMAN, MSD, and CITY to finalize long term operational and deployment specifics; WHEREAS, GRITMAN, MSD, and CITY each understand that upon securing the local existing fiber optic network and demonstrating long-term fiber optic viability the parties to this Agreement will not be subJect to any future lease fees; fiBER OPTIC NETWORK AGREEMENT PAGEIOF4 2003-22 ---PAGE BREAK--- NOW, THEREFORE, GRITMAN, MSD and CITY hereby agree to the following: 1. GRITMAN, MSD, and CITY each agree to share costs in equal proportions to the amount required to maintain pole connection for a period of one, year from the date of the execution of this Agreement. 2. GRITMAN, MSD, and CITY each agree to share costs in equal proportions for fhe amount necessary to purchase a mutually agreed upon insurance coverage for catastrophic loss for a period of one year from the date of the execution of this Agreement. 3. GRITMAN, MSD, and CITY each agree to share costs in equal proportions implementing Agreement items I and 2 listed above for a cost not to exceed two thousand dollars ($2,000) each. 4. GRITMAN, MSD, and CITY each agree to share costs in equal proportions to determine actions and expenditures necessary for supporting long term fiber optic network viability and expansion potential for a period of one year from the date of the execution of this Agreement. GRITMAN, MSD, and CITY agree that, prior to expensing any amount, all parties to this Agreement must unanimously support the expenditure. 5. MSD, and CITY each agree to identify a fiber optic network guarantor, should the need arise, during the appendence of fhis Agreement. GRITMAN, MSD, and CITY agree that the guarantor, if any, shall obtain the support of A vista and coordinate the selection of any third-party maintenance contractor. 6. GRITMAN, MSD, and CITY each agree to share costs in equal proportions for any "wreck out" costs associated with fiber optic network removal providing long term system viability issues arc not resolved wifhin a period of one year from the date of the execution of this Agreement or providing no long-term guarantor is identified during the pendency of this Agreement. OTHER CONSIDERATIONS I. This is the entire agreement of the parties regarding the current subject matter of this Agreement. This Agreement can only be modified or amended in writing by mutual agreement of the parties. 2. Nothing in fhis Agreement shall serve as a precedent and nothing shall bind the parties beyond the one year period of its existence (unless otherwise agreed to mutually in writing prior to the expiration of this Agreement). 3. It is anticipated that, should the efforts of the parties successfully identify actions ensuring the viability of long-term system operation and expansion, the parties will proceed with subsequent agreements defining system maintenance and potential system expansion. 4. GRITMAN, MSD, and CITY agree to provide separate payments to the Port of Whitman County, Washington upon final noticing from the Port of Whitman County, Washington of fhe equal cost share providing pole attachment and insurance for one year from the date of execution of this Agreement. 5. GRITMAN, MSD, and CITY understand that by securing the local existing fiber optic network for one year and demonstrating network viability that each party will be afforded two strands of FmER OPTIC NETWORK AGREE?v!ENT PAGE2 OF 4 ---PAGE BREAK--- the network free from future lease charges and each acknowledges the need for demonstrating annual beneficial use of the network. CONTACTS: Sue Driskill Moscow School District 650 N. Cleveland St. Moscow, ID 83843 Kane Francetich Gritman Medical Center 700 S. Main St. Moscow, ID 83843 Wayne Brannock City of Moscow P 0 Box 9203 Moscow, ID 83843 IN WITNESS WHEREOF, GRITMAN, MSD, and C ITY have executed this Af,>reement the day and year first set forth ahove. CITY: Moscow School District STATE OF IDAHO ) ss. COUNTY OF LATAH ) A-;q;e EST: . /I . . . t fr;;;tM. . . '1:rty ClerkfDeputy City Clerk ACKNOWLEDGMENT On this 3rJ+- day of 1\ , 2003, before me, a Notary Public in and for said State, appeared Jeffrey W. Martin,-h.ll'JI'Il to me to be the person named above and acknowledged that he executed the foregoing doct\lffr't as the duly authorized representative for Gritman Medical Center, Inc r rr-, I. -"N=otòa/:y v t -pc-i "'iblc-, i--'c 't'co-r-th_ e_ S_ t-at_e _o""f -Id_a_h _o Resitling W 1\l1 ,J . My commission expires 411 D IMP t F!BER OPTIC NETWORK AGREEMENT PAGE30F4 ---PAGE BREAK--- ACKNOWLEDGMENT STATE OF IDAHO COUNTY OF LATAH On this Z day of _ 2003, before me, a Notary Public in and for said State, appeared Candis R. Donicht, kno to me to be the person named above and acknowledged that she executed the foregoing document the duly authorized re J1sentative for Moscow School District No. 281. } 1/ FIBER Ovnc NETWORK AGREEMENT PNJE40F4