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HomeMy WebLinkAboutFinal City of Oshkosh Conduit Agreement - 4-30-25CITY of OSHKOSH AND THE UNIVERSITY OF WISCONSIN SYSTEM DRAFT CONDUIT SHARING AGREEMENT THIS AGREEMENT is made this __1__ day of ___MAY___, 2025, (“Effective Date”) between the City of Oshkosh, hereinafter referred to as "City” and The Board of Regents for the University of Wisconsin System, hereinafter referred to as "University". Whereas the City installed, operates, and owns fiber assets consisting of available conduit, handholes, splice cases, fiber termination panels and access points (“Fiber Infrastructure”) along a route of mutual interest to the University; and Whereas, the University desires to use the City’s Fiber Infrastructure to provide network connectivity for the University of Wisconsin System; and Whereas pursuant to state statute 66.0301, University and City wish to cooperate by sharing in the benefits of the Fiber Infrastructure. Now, therefore the parties agree as follows: 1. The City does hereby permit the University to non-exclusively use fiber optic conduit at the location described in Exhibit A (the “Fiber Optic Network Logical Drawing”). The University will share the facilities with others having equal access and use. 2. The City shall permit the University reasonable access to the 475’ of fiber optic conduit for the purpose of installing 12 strands of fiber optic cable at the location described for this purpose in Attachment A. 3. Operation and Maintenance: The University shall not install any equipment that interferes with or disrupts the use of the facilities by others. Similarly, the University shall take no actions relating to the use, maintenance, or repair of their equipment that interferes with or disrupts the use of the facilities by others. The University shall be responsible for the proportionate cost of all City provided maintenance including: 1) Any repairs to the fiber optic conduit; 2) All locate and marking services; 3) Any relocation costs. The proportionate costs are determined by the City at the City’s discretion. Repairs will be completed by the City or the City’s contractor as soon as reasonably possible and typically within twenty-four (24) hours. When reasonably possible, the City will provide five business days’ notice to the University of scheduled repairs or maintenance. The University will clearly mark their fiber optic cable in any handholes/manholes owned by the City to ensure proper future identification. 4. Term and Fees: There will be no cost to the University for the use of this fiber optic conduit. The University shall pay the proportionate cost of all City provided maintenance. Except as provided in section 6 herein for termination, the initial term for this Agreement is twenty (20) years commencing on the Effective Date. This agreement may be renewed for two additional 5-year terms unless otherwise cancelled as described herein. Docusign Envelope ID: 97AB9FD3-AC13-4CA5-BC77-1B3EF9B42561 5. This Agreement may be cancelled for any of the following reasons: a. In the event of breach by either party after having been provided a minimum of 30 days to correct such breach b. In the event of partial or total destruction of the Fiber Infrastructure, either party may terminate this Agreement after one year’s advance notice to the other party. c. If the City is unable to in good faith maintain all right-of-ways, easements, or rights to use the Fiber Infrastructure during the term of this Agreement, either party may terminate this Agreement with one year’s notice to the other party. d. By mutual agreement of the parties 6. This Agreement may be cancelled at the end of the Initial Term or any Extension Term upon written notice by either party that is to be given to the other party one (1) year prior to the end of the Initial Term or the Extension Term. 7. Upon termination or cancellation of this Agreement, the City may require the University to remove any and all equipment that has been placed on City Property by the University within ten (10) days after the University receives notice from the City to remove the equipment. Such removal shall be at the sole cost and expense of the University. 8. Neither party shall be liable to the other for any direct or indirect costs in the event a fiber optic cable connection is temporarily lost. All parties to this agreement are governmental entities entitled to governmental immunity under law, including Sections 893.80 and 893.82, Wis. Stats. Nothing contained herein shall waive the rights and immunities to which each party may be entitled under law, including all of the immunities, limitations and defenses under Section 893.80, Wis. Stats., or any subsequent amendments thereof, any federal law, common law or other applicable laws. 9. Force Majeure. This agreement is designed to cover the support needs of the parties during normal operating conditions. The City and University shall not be liable for damages, delay, or default in performance if such delay or default is caused by conditions beyond its control including, but not limited to acts of God, government restrictions (including the denial or cancellation of any export or other necessary license), wars, insurrections, and/or any other cause beyond the reasonable control of either party. Furthermore, damage and/or significant problems that result from anomalies and/or abnormal circumstances such as fire, flood, electrical surges, deliberate malicious acts, theft, acts of God, wars, insurrections, and/or any other cause beyond the reasonable control of either party fall outside the terms of this agreement. 10. Neither party shall assign any rights under this Agreement to any other without the prior written consent of the other party, which consent shall not be unreasonably withheld. 11. All notices to be given under the terms of this Agreement shall be in writing, signed by the person serving the same, and shall be sent to the address of the parties below specified in writing. 12. This Agreement may be amended by mutual written agreement of the Parties. Docusign Envelope ID: 97AB9FD3-AC13-4CA5-BC77-1B3EF9B42561 13. City of Oshkosh address for notices shall be: Tony Neumann Manager, Information Technology Division City of Oshkosh 215 Church Avenue – P.O. Box 1130 Oshkosh, WI 54903-1130 University address for notices shall be: DoIT Director of Networking 1210 W. Dayton Street Madison, WI 53706 With copy to: UW System Attention: Michael Schlicht 780 Regent Street Suite 200 Oshkosh City By: Name: __________________________________ Date: ____________________________________ The Board of Regents for University of Wisconsin System By: Name: __________________________________ Date: ____________________________________ Docusign Envelope ID: 97AB9FD3-AC13-4CA5-BC77-1B3EF9B42561 5/1/2025 Rebecca Grill Colleen Reilly 5/1/2025 EXHIBIT A Fiber Optic Network Logical Drawing Docusign Envelope ID: 97AB9FD3-AC13-4CA5-BC77-1B3EF9B42561