2008 048 Ordinance - Laserfiche WebLink

Home Browse Search

DARK FIBER IRU AGREEIVIE14iT THIS DARK FIBER IRU AGREEMENT (this "Agreement") is made this 29th day of January 2009, by and between OneCommunity, an Ohio non-profit corporation, having its principal office at 800 West St. Clair Avenue, Cleveland, Ohio 44113 and the Village of Mayfield, Ohio, having its principal office at 6622 Wilson Mills Road, Mayfield Village, Ohio 44143 (the "Village"). OneCommunity and the Village may collectively be referred to as "Parties," and each individually may be referred to as "Party." WHEREAS, OneCommunity will be constructing or has constructed a fiber ring on behalf of the Village (the "System") along the Route depicted in Exhibit 1 of the Fiber Facilities Construction and Provision of Services Agreement between the Parties dated January 29, 2009 (the "Fiber Facilities Agreement"); WHEREAS, the Village will own the System and engage OneCommunity to operate and deliver services over the System in accordance with the terms and conditions set forth in the Fiber Facilities Agreement; and WHEREAS, OneCommunity desires to acquire from the Village, and the Village desires to provide to OneCommunity, an exclusive, indefeasible right to use ("IRU") eight (8) strands of certain optical fibers in the System in accordance with the terms and conditions set forth below. NOW, THEREFORE, in consideration of the mutual promises set forth below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: Section 1. IDefinitions The terms and phrases used herein, unless otherwise defined herein, will have the meanings set forth in the Fiber Facilities Agreement. Section 2. Conveyance of IRU 2.1 Grant. In conslderation of the undertakings of the Parties set forth in the Fiber Facilities Agreement, the Village hereby grants to OneCommunity an exclusive IRU in eight (8) strands of fiber (the "OneCommunity Fibers"), to be effective upon the Village's acceptance of the System as evidenced by execution of the Certificate of Final Acceptance. OneCommunity may use such fibers for any lawful purpose. The Village's grant of the IRU to OneCommunity does not convey any legal title to any real or personal property, including the Fibers, the Cable, or the System. OneCommunity's IRU does not include any equipment used to transmit capacity over or "light" the Fibers. 2.2 Option to Require IRU in Additional Fibers. In consideration of the mutual covenants and agreements contained herein and in the Fiber Facilities Agreement, the Village hereby grants an option to OneCommunity to purchase an IRU in up to eight (8) additional fibers (the "Additional Fibers") in the System (the "Option"). The IRU in the Additional Fibers would be