Fill and Sign the Optic Form

Agreement Regarding Installation and Use of High Speed Fiber Optic Cable and Related Infrastructure This Agreement made on the _____________ (date) , between ____________________ (Name of Cable Company) a corporation organized and existing under the laws of the state of _______________, with its principal office located at __________________________________ _____________________________________ (street address, city, county, state, zip code) , referred to herein as Cable Company , and ______________________ (Name of Customer) , a corporation organized and existing under the laws of the state of ________________, with its principal office located at ________________________________________________________ ___________ (street address, city, county, state, zip code) , referred to herein as Customer . Whereas, Customer is in the process of expanding its present cable system to a high speed fiber optic cable, housed in conduit; and Whereas, Customer has agreed to pay for the materials and installation of said conduit and the high speed fiber optic cable as set forth hereinafter; and Whereas, Customer and Cable Company have reached agreement on the installation of this high speed fiber optic cable and related improvements to be constructed and use thereof, and desire to enter into a written contract memorializing the Agreement; and Whereas, this Agreement sets forth the terms for the acquisition and installation of the fiber optic cable, the placement of the cable within the Customer’s existing right-of-way or property, and the construction of the connecting conduit and cable in the Customer’s existing right-of-way or property; 1. Cable Company shall acquire and install fiber optic cabling and related conduit meeting the specifications set forth in Exhibit A . Said conduit shall be installed in a manner and location as more fully described in Exhibit B (hereinafter collectively referred to as the Project ). 2. Customer is responsible for the entire cost of the Project. Customer and Cable Company agrees that the estimated cost of the Project are $____________, and understand that this amount is only an estimate and the cost of the Project may differ. Customer agrees to make an initial Project payment to Cable Company i n the amount of $___________ on ______________ (date) . Thereafter, Customer shall make monthly progress payments on the 1st day of each month in the amount of $___________, until Project is complete as described herein. Should the cost of the Project exceed the estimated amount, Customer shall pay Cable Company any additional sums incurred for the Project within _____ days of notice from Cable Company . Should the total cost of the Project be less than the estimated amount, then Cable Company will reimbursed the excess amount within _____ days of completion of the Project . 3. Changes to the Project Cable Company will keep Customer apprised of the progress of the work and the costs associated with same. Cable Company will secure written consent from the Customer before approving change orders which increase the Project cost above the estimated cost. 4. Completion of the Project Cable Company will work diligently and use its best efforts to complete the Project so that the fiber optic cable is available by ______________ (date) . 5. Ownership Customer will, at all times, hold clear title of ownership to the Project including all conduits, cables. pull boxes and all other appurtenances provided within the Customer’s property and right-of-way so that Cable Company can construct the Project . 6. Indemnity A. Customer shall indemnify, hold harmless and defend Cable Company and each of its officers, officials, employees, and agents from any and all loss, liability, fines, penalties, forfeitures, costs and damages (whether in contract, tort or strict liability) including but not limited to personal injury, death at any time and property damage) incurred by the Cable Company (or its officers, officials. employees, and agents), and from any and all claims. Demands and actions in law or equity (including attorney's fees and litigation expenses), arising directly or indirectly from the negligent or intentional acts or omissions of Customer or any of its officers, officials, employees, or agents in the performance of this Agreement. B. Cable Company shall indemnify, hold harmless and defend Customer and each of its officers, officials, employees and agents from any and all loss. liability, fines. Penalties, forfeitures, costs and damages (whether in contract, tort or strict liability, including but not limited to personal injury, death at any time and property damage) incurred by Customer (or its officers, officials. employees, and agents), and from any and all claims, demands and actions in law or equity (including attorney's fees and litigation expenses) arising directly or indirectly from the negligent or intentional acts or omissions of Cable Company or any of its officers, officials, employees, or agents in the performance of this Agreement. 7. Default Any party's failure to timely pay sums required to be paid or perform work required to be performed pursuant to the terms of this Agreement not cured within 15 days written notice thereof shall constitute a default and shall subject that party to any remedy provided by law. 8. No Waiver The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. 9. Governing Law This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of _____________. 10. Notices Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement. 11. Attorney’s Fees In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees. 12. Mandatory Arbitration Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect. 13. Entire Agreement This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement. 14. Modification of Agreement Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party. 15. Assignment of Rights The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party. 16. Counterparts This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument. In this contract, any reference to a party includes that party's heirs, executors, administrators, successors and assigns, singular includes plural and masculine includes feminine. WITNESS our signatures as of the day and date first above stated. ___________________________ __________________________ (Name of Cable Company) (Name of Customer) By:______________________________ By:_____________________________ _______________________________ ______________________________ (P rinted name & Office in Corporation) (P rinted name & Office in Corporation _______________________________ ______________________________ (Signature of Officer) (Signature of Officer)