HomeMy WebLinkAboutVero Beach - Sebastian Dark Fiber UseLICENSE AGREEMENT BETWEEN
THE CITY OF VERO BEACH
AND
THE CITY OF SEBASTIAN
FOR THE USE OF DARK FIBER
madethisIc~ dayof C~l~fv'O,. ,2004, byand
THIS LICENSE AGREEMENT is ~
between the City of Veto Beach, Florida, a municipal corpoY, altion organized and existing
under the Laws of the State of Florida, whose mailing address is Post Office Box 1389,
Vero Beach, Florida 32961-1389 (hereinafter "CITY" and as further defined in Article 2,
below) and the City of Sebastian, 1225 Main Street, Sebastian, Florida 32958
(hereinafter "LICENSEE" and as further defined in Article 2, below).
WITNESSETH:
WHEREAS, CITY was named as the licensor on agreements for the use of
excess fiber optic cable in an interlocal agreement among CITY, Indian River County,
and the School District of Indian River County (hereinafter "CONSORTIUM"), and
WHEREAS, the interlocal agreement was signed by the three governmental
entities in late 1999 and early 2000, and
WHEREAS, LICENSEE represents and warrants that LICENSEE desires to
license a portion of the Fiber Optic System for lawful purposes.
NOW THEREFORE, CITY authorizes LICENSEE to use a portion of the Fiber
Optic System in accordance with the Provisions hereof, and LICENSEE will use a
portion of the Fiber Optic System in accordance with the Provisions hereof and all
applicable Federal, State and local Laws. In consideration of the mutual covenants
herein contained and for other good and valuable consideration, the Parties agree as
follows:
ARTICLE 1
PRICE AND EXHIBITS
1.1 For the sum of $1920 per year, LICENSEE is granted the use of four (4) strands
of fiber optic cable from the Demarcation Point shown on Exhibit A to the North Tower
as shown on Exhibit A. This represents a route distance of approximately 2 miles.
1.2The following Exhibits are attached and incorporated and a part of this agreement.
Exhibit "A" - Route Diagram
Exhibit "B" - Fiber Specifications and Connection Details
Exhibit "C" - Contact List and Outage Notice Form
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ARTICLE 2 INTENTIONALLY LEFT BLANK
ARTICLE 3
TERM AND TERMINATION
3.1 Commencement. This Agreement shall commence on the date of execution by
both Parties (hereinafter "Commencement Date").
3.2 Initial Term. This Agreement's Initial Term shall be one (1) year beginning at
midnight on the Day following the Commencement Date, provided, however, the Initial
Term may be terminated earlier in accordance with Sections 3.5 and 3.6 and Article 19
below.
3.3 Extension Term. The agreement will automatically extend for additional one year
terms unless written notice is provided by either party 90 days prior to the Expiration
Date. No Provision is made for the automatic renewal of this Agreement if the
agreement is in default due to non-payment or some other reason to be determined as
sufficient for termination at the sole discretion of the CONSORTIUM.
3.4 Expiration Date. The expiration date shall be one calendar year after the
Commencement date for the first term and then annually for each subsequent year that
the lease is extended.
3.5 Termination: This agreement shall be terminated if LICENSEE is in default on
payment. Or in violation of any portion of this agreement. This lease may be terminated
at any time for any reason by any member of the CONSORTIUM.
3.6 Allowable use: The licensed fiber may be used by the LICENSEE for the
purpose of communication with the Dispatch Center Consoles at the LICENSEE'S
Dispatch Center. The licensed fiber may not be licensed, leased, or made available for
use to a third party or used for any purpose other than what is stated in this document
without the written permission of the Director of Emergency Services at Indian River
County. Any use which negatively impacts the use of the fiber and facilities of the
CONSORTIUM shall cease immediately when written notice is served by a member of
the CONSORTIUM.
3.7 Non-Payment: Payments are due in advance of the Commencement date
and Expiration dates. The agreement is considered to be in default for Non-Payment if
the payment is not received by these dates.
ARTICLES 4 & 5 INTENTIONALLY LEFT BLANK
Page 2 of 10
ARTICLE 6
SPECIAL PROVISIONS
6.1 Make Ready Work: All costs associated with making the facilities ready for use
by the LICENSEE shall be born by the LICENSEE. Only contractors approved by the
CONSORTIUM shall be allowed to do the Make Ready Work associated with this
licensed use of the fiber optic cable.
6.2 Repair Work and Maintenance Activity: All maintenance and repair activity on
the fiber optic cable between the Demarcation Point and the North Tower will be the
responsibility of the CONSORTIUM as further defined in the interlocal agreement.
Under no circumstance will the LICENSEE enter a splice, alter the fiber optic cable
route, change a termination in the North Tower, or engage in any similar activity without
the written permission of the CONSORTIUM.
6.3 Testin.q: Testing of the fibers that have been designated as those to be used by
the LICENSEE may be tested by the LICENSEE or a contractor approved by the
CONSORTIUM using standard fiber optic test equipment at the fiber optic termination
panels at the North Tower to allow end to end testing with prior permission granted by
the Director of Emergency Services or his designee.
ARTICLE 7 INTENTIONALLY LEFT BLANK
ARTICLE 8
ALTERATIONS, MAINTENANCE AND REPAIRS
8.1 Consortium's Duty To Maintain And Restore. The CONSORTIUM shall
make good faith efforts to maintain and preserve the fiber optic cable. Rapid
repair of any damage will benefit the School District of Indian River County and
Indian River County as well as the LICENSEE. No guarantees other than a
pledge for a best effort are contained in this agreement. The LICENSEE should
report any troubles believed to be associated with the fiber so that diagnostic
efforts can be put in motion. The Licensee should contact the CONSORTIUM as
depicted on Exhibit C when maintenance or repair are needed on the fiber optic
cable. The LICENSEE shall be responsible for all repairs to the end equipment
placed by the LICENSEE or contractors of the LICENSEE at the end of the fiber
optic cable or in the North Tower building. LICENSEE grants the right of ingress
and egress to the CONSORTIUM over LICENSEE'S property for the
maintenance and repairs or inspection of the telecommunications infrastructure.
8.2
Emerqency Maintenance And Repairs: The CONSORTIUM shall make every
attempt to restore service over the licensed fibers. This will take cooperation
Page3 oflO
between the CONSORTIUM and the LICENSEE and every effort should be
made to keep current contact information available to the other involved parties.
All maintenance and repair costs, unless elective in nature and at the specific
request of the LICENSEE, shall be born by the CONSORTIUM as specified in
the interlocal agreement.
ARTICLES 9 THROUGH 14 INTENTIONALLY LEFT BLANK
ARTICLE 15
NO CONSEQUENTIAL DAMAGES
15.1 Notwithstanding any other Provisions of this Agreement, and irrespective of any
fault or negligence or gross negligence, neither Party shall be liable to the other for any
indirect, incidental, consequential, or special damages (including without limitation
damages for harm to business, lost revenues, lost savings, or lost profits), regardless of
the form of action, whether based on statute, contract, warranty, or tort (including
without limitation, negligence of any kind whether active or passive and strict liability).
Each Party hereby releases the other (and their respective parents, subsidiaries, and
affiliated companies, and each of their respective agents, officers, employees, and
representatives) from any claim or liability for any indirect, incidental, consequential, or
special damages incurred as a result of or in connection with the performance or
nonperformance of this Agreement.
ARTICLE 16 INTENTIONALLY LEFT BLANK
ARTICLE 17
INDEMNITY, HOLD HARMLESS
17.1
To the extent allowed by law, LICENSEE agrees to indemnify, hold harmless and
defend CONSORTIUM, its councils, commissions, board members, directors,
officers, employees, partners, principals, contractors, agents, representatives,
and each of them, against any and all demands, expenses, fines, judgements,
liabilities, losses, penalties, and redial actions of any kind, including the costs of
any Hazardous Materials remedial actions of any kind and all other related costs
and expenses incurred in connection therewith, including, but not limited to ,
reasonable attorney's fees and the costs of defense arising out of injury to
Persons, including but not limited to death, or damage to property, caused by,
directly or indirectly, in whole or in part, the negligence of LICENSEE, or its
officers, employees, or agents, in connection with this Agreement.
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ATTEST: ~,~ CITY OF SEBASTIAN
Title: City Cler-P,
Print: Nathan B. McCotlum
Title: Mayor
[AFFIX SEAL HERE]
STATE OF FLORIDA
COUNTY OF INDIAN RIVER
The foregoing instrument was acknowledged before me this 23rd day of
.m~e ,2004, by t~athm~ B. ~cc~ ., as Mayor, and attested by
Sally A. Ma'io, Q'IC , as City Clerk, of the City of Sebastian , Florida. They
are both known to me and did not take an oath.
NOTARY PUBLIC
Pdnt: ~eanette Williams
State oY Florida at Large
My Commission Number: DD172594
My Commission Expires: z/28/07
[AFFIX NOTARY SEAL HERE]
i~oved as to fozm amd le~?~ty for
reliar~z:e~]Tf ~ ~.~kt-y of Se~m'H~
Page 5 of 10
WITNESSED BY:
Sign:(~_ ~..~.. ,~~
Print:
Print:""
LIC~qS(]~: CITY OF VEto ~ .
Print:
Title: Mayor
Sign: t.~t.¢~ ~J, b)~
Print: ~T'~,n~r~,4 ~-.)J~.
City Clerk
[AFFIX SEAL HERE]
STATE OF FLORIDA
COUNTY OF INDIAN RIVER
The foregoing instrument was acknowledged before me this ~ ''~ day of
O-,~¢~e. , 2004, by ~ : , as Mayor, and attested by
-T'a,,,~,,I Y,,. dock , as City Clerk, of the City ofvero ~,eaeh Florida. They are both
known to me and did not take an oath.
[AFFIX NOTARY SEAL HERE]
NOTARY PUBLIC
Sign: r,.~.~-~' ~
Print: '~')"A¢,,*r.' /'~4,7~
State of Florida at Large
Commission Number:
My Commission Expires:
Page 6 of 10
Approved as to form
and legal sufficiency:
C~'~ Attorney
City of Vero Beach
Approved as to technical
requirements:
Trah~smissio~n ahd Distribution
Director- City of Vero Beach
Approved as to technical
requirements:
City of Vero Beach
Approved as to insurance
requirements:
I~isk Manager / - -'-~ /
City of Vero Beach .)
This instrument prepared
in the office of the
County Attorney
1840 25th Street
Vero Beach, Florida 32960
Page 7 of 10
EXHIBIT "A"
ROUTE DIAGRAM
Iebastian Fiber
ptic Cable
etween Garage
d City Hall /
olice
Sebastian
Public
Works
Garage
Sebastian
Fiber Optic
Cable to
Splice Point
at Wimbrow
Consortium Fiber Optic Cable
between North Tower and
Wimbrow Splice Point.
60% School Board ownership
and 40% County Ownership.
Indian River
County
North Tower
Sebastian
Police
Dispatch
BellSouth
Leased
Lines to be
Replaced
by
Consortium
fiber.
BellSouth
Sebastian-Main
Central Office
Page 8of 10
EXHIBIT "B"
FIBER SPECIFICATIONS AND CONNECTION DETAILS
FIBER:
All Fiber will meet or exceed the Corning SMF-28, dual 1310/1550 window optical glass
specifications:
Maximum attenuation for 1310 nm systems will be .4 dB/km
Maximum attenuation for 1550 nm systems will be .4 dB/km
SPAN SPECIFICATIONS:
Discontinuities (known as steps, Splices, or attenuation non-uniformitites) shall be
measured with an Optical Time Domain Reflectometer (OTDR) to determine the loss for
the localized attenuation.
No Fiber shall show a point discontinuity greater than 2 dB. However, a Fiber Span that
includes a discontinuity in excess of specifications may still be considered acceptable,
with mutual agreement of CITY and LICENSEE, provided said Fiber still meets
LICENSEE's overall attenuation and dispersion specifications.
Performance levels will be maintained through the duration of the Agreement.
OPTICAL SYSTEM LOSS TABLE
WAVE MAXIMUM FIBER MAXIMUM MAXIMUM LOBS
LENGTH NM LOSS/KM CONNECTOR LOSS PER SPLICE
1310 .4 dB 1 dB .5 dB
1550 .4 dB 1 dB .5 dB
GENERAL CONSTRUCTION:
The Fiber Optic Cable will be constructed in accordance with sound commercial
practices. The National Electric Safety Code will be followed in every case except
where local regulations are more stringent, in which case local regulations shall govern.
Page 9 of 10
EXHIBIT "C"
CONTACT LiST
Notification To LICENSEE:
All notices relating to construction, outage, or maintenance should be relayed to
LICENSEE through this number:
Telephone: (772)589-5330 (To be provided by Licensee.)
Notification To CONSORTIUM:
All notices relating to construction, outage, or maintenance should be relayed to the
CONSORTIUM in the following order until a line of communications has been
established.
Dean Manny
School District of indian River County
772-564-5016
772-473-7132 (Mobile)
Terry Smith
Indian River County
772-226-1318
772-532-2381 (Mobile)
Don Hawkins
City of Vero Beach
772-978-5441
407-947-6400 (Mobile)
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