HomeMy WebLinkAboutLateral Proposal - St Joe Valley Metronet - Tech Resource Center Metronet Buildoutu
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1316 COUNTY —CITY BUILDING Ga
; PHONE 574/ 235-9251
227 W. JEFFERSON BOULEVARD ''
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)�0 FAX 574/ 235-9171
SOUTH BEND. INDIANA 46601-1830
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CITY OF SOUTH BEND PETE BUTTIGIEG, MAYOR
BOARD OF PUBLIC WORKS
August 27, 2019
Patrick McMahon
St. Joseph Valley Metronet, Inc.
130 S. Main Street, Suite 275
South Bend, IN 46601
RE: Lateral Proposal
Dear Mr. McMahon:
The Board of Public Works, at its meeting held on August 27, 2019, approved the above
referenced agreement for the Technical Resource Center Metronet buildout in the amount of
$9,200.
Enclosed please find a copy of the agreement for your records.
If you have any further questions regarding this matter, please call this office at (574) 235-
9251.
Sincerely,
Linda M. Martin, Clerk
Enclosure
GARY A. GILOT GENEVIEVE E. MILLER ELIZABETH A. MARADIK LAURA L. O'SULLIVAN THERESE J. DORAU
Information Technologies Department
227 W Jefferson Blvd (574) 245-6000
TO: Board of Public Works, Linda Martin
CC: Dan O'Connor
FROM: Michael E. Sniadecki, Director of Infrastructure
SUBJECT: City of South Bend -TRC Metronet Buildout
Connecting our facility for reliability and performance
DATE: 8/21 /18
Linda, Clara, Sandra & Michael,
Please see the attached quote regarding Technical Resource Center (TRC) Metronet
Buildout. The overall initiative is to connect all city facilities to the Metronet.
Currently, Metronet serves as the backbone to share IT services/network connectivity
throughout many of the city facilities. Metronet provides significant savings as well as
better, faster, more reliable/redundant connectivity. The Office of Innovation and
Technology team reviewed the quote and give favorable recommendation.
Below is a new COSB location that need Metronet connection for networking, VolP, ISP
& more:
1) COSB Technical Resource Center (TRC)
This will be a one-time cost of $9,200.00. Metronet is a "sole source" vendor. They are
the only ones that can do this work.
Thank you,
Michael E. Sniadecki
METRONCT
Lateral Proposal
City of South Bend
227 W. Jefferson #1200N
South Bend, Indiana, 46601
1165 Franklin St.
Proposal for new conduit and fiber at Technology Resource Center:
St. Joe Valley Metronet, Inc,
130 S. Main Street, Ste 275
South Bend, IN 46601
August 14, 2019
• Install Corning 24 strand fiber from Franklin to the building.
• Terminate 4 strands to SC type connectors into a new fiber panel.
• Test and Label lateral fiber.
• Splice fiber into backbone.
• Proposal does not include Indiana sales tax.
• Work quoted first shift 7:00 AM to 3:30 PM
• Install 2-inch HDPE from Franklin to the South end of the building.
• Rough -in conduit into building.
• Rough -in conduit into the handhole.
• Proposal does not include Indiana sales tax.
We hereby propose to furnish material and labor in complete accordance with the above
specifications for the sum of $ 9,200 (Nine Thousand Two Hundred Dollars)
All materials are guaranteed to be as specified. All work to be completed in a satisfactory
manner according to standard practices. Any alteration or deviation from the above
specifications or involving extra costs will be executed only upon written orders and will become
an extra charge over and above this proposal. All agreements are contingent upon strikes,
accidents, or delays beyond our control. The Owner will carry fire, tornado, and other necessary
insurance. Our workers are fully covered by Worker's Compensation Insurance. This proposal is
valid for 30 days from issue date.
ACCEPTANCE OF PROPOSAL
The above prices, specifications, and conditions are satisfactory and are hereby accepted. SJVM, Inc. is
authorized to do the work as specified. Payment will be made as stated above.
The undersigned person executing this Proposal represents and certifies that he/she is a duly authorized
officer with authority to execute this Proposal and has the full legal rights, power and authority to enter
into this Proposal and to grant the rights and perform the obligation herein; that no third party consent or
approval is required to grant such right or perform such obligations hereunder.
3001"d
Signature. .......... -- —..... Daft;
i
St, Joe Valley Metronet, Inc. 7 ' 1
wyyrw h�tet,r�ar;wt,t.iu�tq rtp w
Rev. 11/13/14
RECIPROCAL LICENSE AGREE ENT
THIS AGREl"IMENT is effectivo-1-
by and between
CITY OF SOUTH BEND, INDIANA
leaving offices at 227 W. Jefferson Boulevard, South Bend, IN 46601
("City")
In
ST. JOE VALLEY METRONET, INC.
having offices at 401 E. Colfax Avenue, Suite 305, South Bend, IN 46601
(-ISjvmr)
I, City owns and manages about five hundred miles of rights -of -way for the public
benefit; and
2. City has responsibility for planning, designing, construction and maintenance of
municipal water, sanitary sewers, storm drainage sewers, roads, curbs, sidewalks,
lighting, traffic signal equipment, Intelligent Traffic Systems, Amber Alert capability,
and other Homeland Security Measures; and
3. City has a public policy to foster an environment conducive to the efficient and
effective delivery of utilities that scn'e homes, businesses, and institutions throughout the
community via facilities in the rights -of -way owned and managed by City through its
Board of Public Works; and
4. City currently has extensive conduit and handhole systems in these public rights -of -
way that are used to interconnect Some of City's two hundred traffic signals; and
5. 'The same conduits are used to provide connectivity for the City of South Bend
Information TeobnOIDU Department's wide area network fiber optic cable serving
municipal operations at various locations around the community including the County -
City Building administrative hub and significant data centric operations at police and fire
public safety buildings, water and wastewater facilities, street maintenance facilities, park
facilities and central services; and
6. City believes it should continue to develop state of the art traffic management
systems to its network of signalized intersections by continuing to install conduit and
handholes where they do not currently exist to support safe and secure underground
network fiber optic cable connections to allow for more intelligent time -of -day traffic
management operations and 24/7 fault detection at safety sensitive traffic signal sites; and
Rccipeocil License Agreemenk bci,,tcn Cily mid SJVMI pogI of P 2
7, City believes it should also coatinue phaw(j aaracl priorilized arinual irlvesftnlerrls in
conduit, haiidlvAcs and fiber optic cable to lhlk its J)Ublic J'acjlities with redundara and
reliable underground fiber optic cable in cooduit and bandholc,, whel-e such systeins do
not currently exist; and
& City is often the pitblic utility owner that hicurs the rl1084 cost to do deep repairs and
replacement of sewer hill-listructurc that will lac cx,,miplicated and result in higher costs (4)
the puMic unless City proacOvely nt"Inages the proliferation or fil,an optic caHc in the
pi,il)k rif,,hts-of-way by par(ics seckhig connedivitY it, all Cllvil'011111crlt ill which Open
architecture dark fiber availobility Barad affbrdaibility is not present-, and
9. City is responsible for pavement condition maintenance and attempts through
coll1prQ11ellsive pavement rnailltelJanCC to ITUIXiMiZe the 'lilt of streets to save taxpayers
moneywhil e providing a high pavement condition rating by, limiting the nuniber of repeat
pavellient cols "flid patches for fiber optic cablc jllstalladons by various exckriive private
interests and instead facilitating access to opera 8rchitecture dark fiber that is available and
affordable to any entity who would deliver voice, data, or video set -vices over such fiber;
and
I OSJVMl is an [ndituia Not For Profit C'orporation whose purpose is to engage in
developing and pi,oviding physical inflrastrL1UtW'C that enables a system for digital
lelecoll'imullications transport and related services, to entities in St, Joseph County,
Indiana and the, stirrounding arQa (the "St. Joseph County Area"), such as:
(i) governmental apencies in order to lessen their burdens by supporting their several
administrative fiirictiorls all(I facilitating their online exchange and organization of
information among such agencies in the interests of the safety and welfare of the public at
large; (6) SL Joseph County Area educatioilal institutions (including, but not limited to,
public and private aon-pl'ofit schools, colleges, universities, vocatiOnat SCIIOOIS atki
libraries) and other St, Joseph County Area gloverurriental agencies or illstitUflOt's, which
substantially forther cducatiorjat or scientific reseircll purposes (including, but not lifnited
to, Museurns, lionprofit lu.)Spitdls and other healtheare racilities), their ruernbers, students,
parents or students, administration, and staff,, it) order to facilitate their onfirle ex0lailge
S
and organizatiort of educllirmal iriformation an`101)�r UCII hiStitUtiOWS and their dynainic
interaction with advanced facilities would -wide; arid Gii) other St. Joseph County Area
entities, which substantially further COMMullity cievelopment, economic devc1opin,ent,
public health and safety, or workforce (level,opilletit purposes, in order to lacilitate their
online exchange of illforvnaflo�a among such entities arld dicir dynarnic interaction With
advanced facilities world-wide; and
11. SJVMI. has secured frorn private entities pledges of capital contributions in an
1 t -its-of-
amount that, if City were to pe"Mit S.IVMI to install its fiber oplic cable within rights -of -
way way and conduit owned by City, would be sufficient to establish a fiber optic cable
network capable of providing dark fitbur access to as barge number of the business, cultural,
educational, governincrital, and healthcare histitutiODS IOCaWd Within Or irnITIcdiaHy
adjacent to South Bend; and
12. siVMI is willing to provide to City, in exchange for the right to install its 'fiber
Reciprocal UcenSe Agleement belwecu Cily and SfVMI Page 2 of 12
optic cable within fights -of -way and conduit owned by City, the sole and exclusive use of
up to thirty-six fiber strands in SJVMI-nw)ied fiber optic cable that is installed within
City -owned rights -of -way or conduit; and
13, City believes it is in the public interest to grant to SJVMI the right to install its fiber
optic cable within rights -of -way and conduit owned by City and to receive in exchange
the sole and exclusive use of up to thirty-six fiber strands in SJVMI-owned fiber optic
cable that is installed within City -owned rights -of -way or conduit;
NOW THEREFORE, for and in consideration of the foregohig premises and the mutual
promises and obligations set forth below, City and SJVMI agree as follows:
1. Lang L1,qge,L)c-C
1.1 All titles and subtitles appearing in this Agreement have been inserted for
convenience and shall not be deemed to affect the meaning, construction, or scope of any
of the terms or provisions hereof.
1.2 In this Agreement, unless the context otherwise requires, a term that begins with an
upper case letter has the meaning assigned in the sentence in which it appears within
quotation marks; and the -following terms have the meanings indicated:
a. "Board of Public Works" means the Board of Public Works of the City of South
Bend, Indiana.
b. "Business Days" means every day except Saturdays, Sundays, and legal
holidays.
c, "Cable" means multi -strand fiber optic cable suitable for telecornrnunications
use,
d. "City" means the City of South Bend, Indiana, and all departments thereof,
including those City departments which exercise independent control over their
expenditure of funds,
e. "Dark Fiber" means unused fiber strands in Cable.
f. "Notice" means communication by one Party to the other Party as described in,
and given in accord with, § 19.
g. "Party" means City or St. Joe Valley Metronet, Inc. ("SJVMI").
h. "Section" and "§" mean a section of this Agreement.
j. "SJVMI" means St. Joe Valley Metronct, Inc.
j. "SJVMI Donor" means a Qualifying Capital Donor of SJVMI as defined in
SJ_VMI's Bylaws.
1.3 Words used in this Agreement, regardless of the gender and number specifically
used, shall be deemed and construed to include any other gender, masculine, feminine or
neuter, and any other number, singular or plural, as the context requires.
1.4 The terms "including", "such us", and similar terms, when used in this Agreement as
part of a phrase containing one or more specific items, are to be interpreted as being used
by way of example and not of limitation.
2. SI co, \ Uwqqnient.
2.1 This Agreement sets forth the provisions according to which:
a. City grants to SJVMI, and SJVMI accepts, a license to use certain City -owned
rights -of -way underground conduits, manholes, and related facilities for the
Reciprocal License Agreemeni between Cily 1111d SJVMI hip 3 of 12
purpose of installing, operating, and maintaining of Cable; and
b. SJVMI grants to City, and City accepts, a license for the sole and exclusive use
of a certain number of fiber strands in Cable owned by SJVMI.
2.2 Nothing in this Agreement shall be. taken to constitute a joint venture or other such
business arrangement.
23 Neither Party is an agent or representative of the other or is authorized to make any
warranties or representations or assume or create any other obligations on behalf of the
other,
3. Term.
3.1 The term of this Agreement ("Term") commences on the date first written above
("Effective Date") and continues until its ten-niation in accord with the provisions of
§ 12.
3.
2 The Reciprocal Licenses defined in §4 are in effect for the duration of the Term.
4, The Parties hereby grant to each other the licenses (the
"Reciprocal Licenses") specified below.
4,1 Subject to the provisions of this Agreernont, City hereby grants to, SJVMI and
SJVMI accepts a license to at its sole expense ellgagc ill the following activities: a. install underground conduits, niaiiholes, hnildholes, Calflc, and related fa ili ies
within rights -of -way owned by City at the effective date of this Agreement and
any additional rights -of -way that City may acquire in the future;
b. install inner duce, Cable, and related facilities Arithil-I conduits owned by City at
the effective date of this Agreement and any additional conduit that City may
install or acquire in the future; and
c. inspect, maintain, repair, replace, and remove SJVMI-ownc4 Cable and related
facilities locLited within City -owned rights -of -way and conduits; and
d. enter City -owned rights -of -way and conduit used for installations of Cable and
related facilities hereunder twenty-four (24) hours per day, seven (7) days per
week, provided that SJVMI shall coinply with such reasonable standard
procedures established by City from time to titne governing access to such
areas; and
e, permit third parties, on a nondiscriminatory basis, access to Dark Fiber in
SJVMI-owned Cable except for the thirty-six (36) fiber strands reserved for the
solc and exclusive use of City under the provisions of §4.2; and
f retain for its own use one hundred percent (100%) of any fees collected by
SJVMI under file provisions of agreements permitting third parties to access
Dark Filier in SJVMI-owned which proceeds shall be tised consistem
with the n(.)t for profit status of SJVMI including, first 'lot limited to,
expansion of the Dark Fiber network consistent with the goal of providing
affordable broadband access to the community.
4.2 Subject to the provisions of this Agreement, SJVMI hereby grants to City and City
accepts a license to engage in the l'ollowing activities',
a, solely and exclusively use, at no flee charged to City, up to thirty-six (36) fiber
strands in SJVMI-owned Cable that is installed within City-owmd rights -of -
way or conduit at the effective date of this Agreement and additional Cable that
SJVMI may install within City -owned rights -of -way or conduit in the future;
Reciprocal Uwisc Agreement boweeii Cily and SIVMI Page. 4 of 13
b. install at its sole expense Cable laterals and connect such laterals to SJVMI-
owned Cable that is installed within City -owned rights -of -way or conduit; and
c. inspect, maintain, repair, replace and remove at its sole expense Cable laterals
Connected to SJVMI-owned ('able that is installed within City -owned rights -of -
way or conduit.
'es,
5. Li(�em—
Ille 0 )roq��
5.1 Neither Party shall use its rights under the license granted pursuant to the provisions
of this Agreement to provide services; including, but not limited to, cable service as
defined in 47 U.S.C. 522(6), telecommunications service as defined in 47 U.S.C.
153(46), information service as defined in 47 U.S.C. 153(20), advance services as
defined in 47 C.F.R. 51,5, broadband service, and internet protocol enabled services
however classified by the Federal Communications Commission to any third party. For
the avoidance of doubt, the Parties expressly state they do not intend the foregoing
sentence to prohibit SJVMI from permitting third parties to access Dark Fiber in SJVMI-
owned Cable whether or not in exchange for a fee or other consideration.
5.2 Prior to SJVMPs installing manholes, handholes, conduits, inner ducts, Cable, or
related facilities in City -owned rights -of -way or conduit, SJVMI shalt obtain City's
approval of the plans and specifications for such work. City shall not unreasonably
withhold, delay, or condition its approval of said plans and specifications.
5.3. SJVMI shall at all times peTform any work within rights -of -way or conduit owned
by City in accordance with the applicable provisions of local, state, and federal
occupational safety and health laws and prevailing industry standards.
5.4. Any of SJVMI's representatives (including employees, contractors, or
subcontractors) who enter the property of City shalt be qualified to perform all work ill
accordance with applicable requirements of local, state and federal occupational safety
and health laws and prevailing industry standards. SJVMI shall ensure that the work will
be completed consistently with the foregoing requirements. City shall have the right to
bar without liability the entry of any of SJVMFs representatives onto the property of City
in the event that they do not satisfy the foregoing qualifications or act in violation of the
foregoing standards.
5.5 Prior to City's installing a lateral to any SJVMI-owned Cable, City shall obtain
SJVMFs approval of the plans and specifications for such work. Such plans and
specifications shall_
be prepared in compliance with prevailing telecommunications
industry standards. SJVMI shall not unreasonably withhold, delay, or condition its
approval of said plans and specifications.
6, JIropLLeIjry,__T�iL1jjt.�?-
6.1 Except for the right to engage in the activities sot forth in §4. 1, the license granted
to SJVMI by City does not include a grant by City to SJVMI of ownership right, title, or
interest, nor any seoui-ity interest or other interest, in any property rights relating to City -
owned rights -of -way or conduit.
6.2 Except for the right to engage in the activities set forth in §4.2, the license granted
to City by SJVMI does not include a grant by SJVMI to City of ownership right, title, or
interest, nor any security interest or other interests be it ownership, operational control or
any other property rights relating to SJVMI-owned Cable and related facilities.
Recipiocal License Agremeni behvecii City and SJVMI page 5 of 12
7, AdequateConsideratioii, Each Party deems the value of the license it accepts from
the other 'Party tinder the provisions of §4 to be Lair and adequate compensation for the
license it grants to the other Party, Accordingly, neither Party shall receive any
consideration for the license it grants Linder this Agreement other than the license it
accepts under this Agreement. Furthermore, for the avoidance of doubt, the Parties
expressly state that City shall not be entitled to any share of fees that may be collected by
SJVMI under the provisions of agreements permitting third parties to access Dark Fiber
in SJVMI-awned Cable, nor will SJVMI be entitled to a fee or any other use by City of its
right-of-way or the conduit within the right-of-way..
8. Rc15 sibiljLly F�2-
8.1 City shall at its Sole eXPCDSC install and maintain in proper working order all City -
owned facilities which are subject to the license granted by City in §4.
8.2 SJVMI shall at its sole expense maintain in proper working order, in compliance
with prevailing telecommunications industry standards, all SJVMI-oAqicd Cable and
related facilities which are subject to the license granted by SJVMI in §4,
9. Conliderifial 1111"orn 'No ion Ai dndisclosure.
9.1 infor, at't"To'—ndisclosed by a Party (the "Discloser") and received by the other Party
(the "Recipient") during performance under this Agreement is deenied "Confidential
Information", if it is:
a. marked or otherwise identified as confidential;
b. stated to be confidential at the time disclosed, followed within a reasonable time
by a writing so identifying the information; or
c. stipulated in this Agreement to be Confidential Information.
9.2 Confidential Information does not include information that Recipient can establish
was rightfully already known to Recipient at the time of its disclosure, independently
developed by a Party without referring to the other Party's Confidential Information,
known to the public through a source other than Recipient, or disclosed to Recipient by a
third party not having an obligation of nondisclosure to the proprietor of the information.
9.3 Subject to the provisions of §9.4:
a. Recipient shall protect the confidentiality of Discloser's Confidential
In -formation, by using efforts commensurate with those it employs to protect the
confidentiality of corresponding information of its own, or its best efforts,
whichever provides greater protection,
b. Recipient shall not disclose Confidential Information received from Discloser to
anyone, except Recipient's employees or other persons acting on Recipient's
behalf who must know the Discloser's Confidential Information to perform
activities for Recipient's enjoyment of rights and fulfillment of obligations Linder
this Agreement.
c. Recipient shall not use Discloser's Confidential Information except to perform
activities for Recipient's enjoyment of rights and ftilfi 11merit of obligations under
this Agreement.
9.4 The obligation of nondisclosure tinder §9.3 does not apply to information that
Recipient is required to disclose by law, regulation, or court order provided that Recipient
shall promptly give Notice to Discloser of any such disclosure.
9,5 Recipient shall comply with. this §9 for as long as the information remains
Reciprocid License Agicumeol betweva City and &IVN41 Pap 6 of 12
confidential or three (3) years after receiving Discloser's Confidential Information,
whichever is later.
10. In , cl l , , emii fi cati , orla
10.1 Each Party ("Indemnifying Party") shall indemnify and hold harmless the other
Party ("Indemnified Party") against any losses, liabilities, costs, expenses, and damages
(including court costs and the reasonable fees of attorneys and other professionals) arising
out of a legal action, clairn, dernand, or proceeding by or on behalf of any third party for
bodily injury or death or damage to tangible personal property to the extent either party
breaches its responsibility under §8, or the same is alleged to be caused by negligence or
willful misconduct of the Indemnifying Party, its employees or agents.
10.2 The Indemnifying Party shall, at its own expense, defend the Indemnified Party
against any clairn giving rise to indemnity under this §10 and shall indemnify and hold
harmless the Indemnified Party for all losses, liabilities, costs, expenses, and damages
(including court costs and the reasonable fees of attorneys and other professionals) arising
out of such a claim. However, the Indemnifying Party is obligated to provide such
defense and indemnification only if the Indemnified Party:
a. gives Notice to the Indemnifying Party of a clairn giving rise to indemnity under
this § 10 promptly upon becoming aware of it;
b. gives the Indemnifying Party sole conduct of the defense to any claim or action
giving rise to indemnity under this § 10 and does not admit liability or otherwise
settle or compromise the claim or action except in accord with written
instructions of the Indemnifying Party-, and
c. acts in accord with the reasonable instructions of the Indemnifying Party and
gives the Indemnifying Party such assistance as it shall reasonably require,
related to the conduct of the defense including filing pleadings and other court
process and providing relevant documents.
10.3 In the event that SJVMI enters into contracts with third parties in order to utilize the
license granted by City pursuant to this Agreement, in such contracts SJVMI shall require
that the third parties agree to indemnify and hold harmless City in the sarne manner as
SJVMI has obligated itself under this Section 10.
11. Limitation Of J,iabi lily. in no event shall either City or SJVMI be liable for
indirect, special, incidental, consequential, punitive, or exemplary damages (including
lost profits, loss of business, loss of data, or any other economic darnage) of the other
Party or any other person or entity Occurring out of a breach of any provision of this
Agreement, even if City or SJVMI was advised, had other reason to know, or in fact
knew of the possibility of such damages and regardless of whether any claim for such
recovery is based upon theories of contract, negligence, or tort,
12. Termination.
. . . .... ..... 12.1 Subject to the provisions of §12,2, each Party (the "Terminating Party") has, without
prejudice to any other remedies, the right to terminate this Agreement by giving Notice to
the other Party (the "Non -Terminating Party") at any time in the event that the Non -
Terminating Party:
a. avails itself of, or is subject to by any third party, a proceeding in bankruptcy in
which the Non -Terminating Party is the named debtor, an assignment by the
Reciprocal License Apumnew baween Cily and SMA] Page 7 of 12
Non -Terminating Party for the benefit of its creditors, an appointment of a
receiver for the Non -Terminating Party, or any other proceeding involving
insolvency or the protection of or from creditors, and the same is not discharged
or terminated without any prejudice to the Terminating Party's rights or interests
under this Agreement within thirty (3 0) days after it is instituted; or
b. breaches an obligation under this Agreement and fails to remedy the breach
within thirty (30) days after being requested to do so in a Notice by the
Terminating Party,
12.2 In the event that City gives Notice of termination to SJVMI because an action
specified in §12.1 (the "Termination Cause,") is performed by SJVMI, City shall not
execute its rights under § 12.3 unless one or of the following conditions occurs:
a. ten (10) Busincss Days have elapsed after the date of City's Notice of
termination to SJVMI, and City has not received Notice from a S.TVM1 Donor
that it intends to remedy the Termination Cause within thirty (30) days after
providing Notice to both Parties of its intent to remedy the Termination Cause;
or
b. thirty (30) days have elapsed after the date of City's receipt of Notice from an
SJVMI Donor that it intends to remedy the Termination Cause within thirty (30)
days after providing Notice to both Parties of its Intent to remedy Termination
Cause, and such SJVMI Donor has not remedied the Termination Cause,
12.3 Upon termination of this Agreement by City, because SJVMI has performed an
action specified in §12.1 and one of the conditions specified in §12.2 has occurred,
SJVMI shall abandon in place all conduits, inner ducts, manholes, handholes, Cable, and
related facilities installed by SJVMI within City -owned rights -of -way or conduit; and
ownership of same shall vest in City, without warranty other than the absence of liens
caused by SJVMI. Title to all conduits, inner ducts, manholes, handholes, Cable, and
related facilities installed by SJVMI in property not owned by City shall be subject to the
rights of the third party property owner.
12.4 Upon termination of this Agreement by SJVMI because City has performed an
action specified in § 12. 1:
a. SJVMI, shall abandon in place all conduits, inner ducts, manholes, handholes,
Cable, and related facilities installed by SJVM1 within City -owned rights -of -
way or conduit; and ownership of same shall vest in City, without warranty
other than the absence of liens caused by SJVMI; and
b. City shall reimburse S,TVMI for the actual cost, determined in accordance with
Generally Accepted Accounting Principles, of all conduits, inner ducts,
manholes, handholes, Cable, and related facilities installed by SJVMI within
City -owned rights -of -way or conduit; and
c. City shall indemnify and hold harmless SJVMI for all losses, liabilities, costs,
expenses, and damages (including court costs and the. reasonable fees of
attorneys and other professionals) arising out of claims by persons or entities
which are parties to agreements with SJVMI permitting access to Dark Fiber in
SJVMI-owned Cable, including claims for any punitive, special, indirect,
incidental or consequential damages or any lost business damages in the nature
of lost revenues or profits.
12.5 Termination shall not relieve either Party of its pre-existing obligations under this
Agreement.
Reciprocal License Ageenmil between Cily and SJVMI Page 8 of 13
1 �� With the prior written consent of the other Party, which consent shall
�L !L
Ut.
not be unreasonably withheld, either Party may assign this Agreement and all of its rights
and obligations hereunder to a third party.
14, 11 ' efli net. This Agreement shall be binding upon and inure to the benefit of the heirs,
personal representatives, successors in interest, and permissible assigns of the Parties.
15. 8 " eve " I-ahi - 1,11L
15.1 In the event that a provision of this Agreement is found illegal, invalid, or
unenforceable pursuant to judicial decree or decision, such provision shall be fully
severable; and this Agreement shall be construed and enforced as if the illegal, invalid, or
unenforceable provision were, never a part of this Agreement; and the remaining
provisions of this Agreement shall remain in full force and effect and shall not be affected
by the illegal, invalid, or unenforceable provision or by its severance from the Agreement.
15.2 The Parties shall use their best endeavors to replace a provision found to be illegal,
invalid, or unenforceable with a legal, valid, and enforceable provision that is as similar
as possible in its economic effect,
16. Modificatioiss, Anicridnient". And Wcjivers, This Agreement shall not be modified
--A — - -
or amended (including by custom, usage of trade, or course of dealing) except by a
written instrument that specifically refers to this Agreement and is signed by a duly
authorized official of each Party. Performance of any obligation required of a Party under
this Agreement may be waived only by a written waiver signed by a duly authorized
official of the other Party, and any such waiver shall be effective only for the particular
obligation described therein. The waiver by either Party of a breach of any obligation of
the other Party shall not operate or be construed as a waiver of any subsequent breach of
the same provision or any other provision of this Agreement, A failure of either Party to
exercise any of its rights tinder this Agreement in a particular instance shalt not be
construed as a waiver of that right or any other right under this Agreement.
17. l7orcc_Nbijcut g, Performance tinder this Agreement may he postponed or extended
automatically to the extent that either Party is prevented from performing its obligations
under this Agreement as a result of a cause beyond its reasonable control, such as an
accident, act of a civil or military authority, act of God, earthquake, fire, flood,
governmental regulation super -imposed after the fact, riot, sinkhole, strike, and war.
However, in the event of such an occurrence, the Party prevented from performing shall
promptly give Notice to the other Party of the commencement, nature, and projected
duration of the cause.
18, Governing -Law, This Agreement shall be construed, interpreted, and enforced in
accord with the laws of the Stale Of Indiana-
19. Not ' i ' eq.' Notice given Linder the provisions of this Agreement shall be in writing and
it shall be delivered by hand or sent, correctly addressed, via facsimile transmission
("FAX"), a reputable courier service, or certified mail, A Notice shall be deemed to have
been given at the time it is delivered to the addressee by hand or via FAX, one 'Business
Reciprocal License Aptement behyeeii City and SjVMI Page 4 of 12
Day after it is sent via a courier service that guarantees overnight delivery, or five
Business Days after it is sent via certified mail or other courier service. The original of
any docunient initiallysent via FAX shall be sent promptly to the addressee via certified
mail or reputable international courier service. The correct address and FAX number of
each Party is as set forth below or as it may be later changed by Notice to the other Party.
City of South Bend
Department of Public Works
Attention: Gary Gilot
County -City Building, Roorn 1316
227 W. Jefferson Boulevard
South Bend, IN 46601
FAX: (574) 235-9171
If to SJVMI:
St, Joe Valley Metronet, Inc.
Attention: Patrick McMahon
c/o Project Future
P.O. Box 1677
401 F. Colfax Avenue, Suite 3 ) 05, (4660 1)
South Bend, Indiana 4663 4- 1677
FAX: (574) 236-1060
20. Waiver- Of Jury ' Trial, Each Party hereby voluntarily and irrevocably waives trial by
jury in any action or other proceeding brought in connection with this Agreement.
21, Fail- Deali rid,Qood 1"'aiLK
21.1 The Parties shall deal with each other fairly and in goad faith
21.2 without limiting the generality of the foregoing, the Pal -ties expressly state that:
a. they recognize that the future evolution of telecommunications technology and
its uses, government regulations, and industry standards may necessitate
amendments to this Agreement from time to time in order to maintain the
relationship between the Parties and serve the goals of the Parties as they exist
on the Effective Date.
b, they shall negotiate the aforementioned amendments in good faith.
22. General.
22.1 '. 1' , I , i . is .1 Agreement, together with any supplements or attachments referred to herein,
constitutes the entire agreement between the Parties as to its subject matter. No
inducements, promises, representations, warranties, terms, or conditions other than those
set forth herein will be of any force or effect.
222 This Agreement may be executed in any number of counterparts with the same
Reciprocal Licciise Agicemani between City and SJVM I page to ar 12
effect as if the signature on each such counterpart were upon the same instrument. A
facsimile transmission of a signature to this Agreement shall constitute and be relied upon
as an original signature. The Party providing a signature by facsimile shall -upon request
deliver an original counterpart of the same to the other Party. Any executed signature
pages of each counterpart may be detached and affixed to a single counterpart, which
single counterpart with multiple executed signature pages affixed thereto constitutes an
original instrument.
22.3 The rights and obligations of the Parties under this Agreement that would by their
nature survive the termination of this Agreement, including those pertaining to farther
assurances, indemnities and limitations of liability, shall survive the expiration or
termination of this Agreement.
[SIGNATURE PAGES TO FOLLOW]
Re6paW Vann Aptemew kmwmm 0and SJVW Pop 11 9rI2
•
vim
By: Gary Mot
Director of Pid-Aic World
By� y
ST. JOE VALLEY METRONETI INC.
By�
Its Authorized Representative
Wp,APB OU Pmp 0 of'12
BOARD OF PUBLIC WORKS
AGENDA ITEM REVIEW REQUEST FORM
Date
Name
8/20/19
Michael E. Sniadecki
Department Innovation & Tech
BPW Date 8/27/19 Phone Extension 6004
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Ro uired Prior to Submittal to Board
....... ......� _._.�
Legal ® Attorney Name Sandra Kennedy & Clara McDaniels
Controller ® Controller review is required for all Contracts $5,000.00 or more anc
greater than one year in length per the City Purchasing Policy
Purchasing
Check the
Z Agreement
® Professional Services
❑ Bid Opening
❑ Quote Opening
F] Change Order No.
Ease/Encroach.
Other:
)ropriate Item T �
..m ..
F] Contract
Resolution
Bid Award
El Quote Award
C/O & PCA No,
El Traffic Control
Company or Vendor Name Metronet Zin
or Su
bmissions
� Prop
osal p 17 Addendum
❑ Req. to Advertise ❑ Title Sheet
ired Information
❑ PCA
New Vendor ❑ Yes ® No ❑ If Yes, Approved by Purchasing
MBE/WBE Contractor ❑ MBE [-] WBE
MBE/WBE Contractor Requested ❑ No n Yes Name of Company
................................�_�e_____d�_ .. i
Project Name B Technical Resource Center (TRCMetronet Bu�ldout.
Project Number n/a
Funding Source IT Professional Svc
..�
Account No. _ . 2 415 31 _06 IT Professional Svcs 79067 w_
Amount A one-time cost of $9,200.00,
.................�W .....��
............................... ........................................�.�.�.�...........
Terms of Contract Stateme.....w�
.............W.�.W.�_...............nt..of ....Work ............
Purpose/Description Technical Resource Center (TRC) Metronet Buildout
_❑ Required Contractor's Certification Form Attached (Non -
Collusion, Non -Discrimination, Non -Debarment„ E-Verify, Iran, etc.
Required For Chan 0 Orders Only..........
Amount of El Increase $
Decrease $
Previous Amount $
Current Percent of Change: %
New Amount $
Total Percent of Change: %._....._....._W........ w
Dispersal After Approval
Copy Original
® ❑ Michael Sniadecki
....................................................... w.ww _........