Sample Memorandum of Understanding

Sample Memorandum of Understanding Introduction The purpose of this Memorandum of Understanding is to identify and define understandings concerning fiber optic facilities that [The Association] will provide [Entity]. Interconnection Agreements Refer to drawings titled The Association – Entity Fiber Agreement Detailed Fiber Breakout The Association - Entity Fiber Exchange • The Association shall provide Entity access to [n] network fibers on an existing cable from a handhold outside of location. The [n]fibers will run in two separate directions from this location, therefore four physical fiber connections or two pair, both needed for connectivity to this network. • The Association will provide Entity with access to the fibers at the specified locations outside each property. Entity is responsible for getting a lateral fiber to this point. • Laterals: Entity will be responsible for arranging and funding all lateral connections from the The Association route to Entity buildings. Intended Use of The Association Fiber Shall Be Used for the Following: • All fiber will be used by Entity sites and affiliates in order to conduct normal business operations. • All fiber will be used in compliances with relevant federal, state and local statutes. Options If additional fiber optic resources become available to Entity or The Association, the parties may amend this agreement to accommodate additional access and need as is reasonable. Installation Dates Construction is expected to be completed by [MONTH DATE, YEAR]. Maintenance • Entity will be responsible for yearly maintenance fees, due by [MONTH DATE, YEAR], of $[x]. This fee will be reassessed annually and adjustments may be made. • Each Member Organization will be responsible for the maintenance of its own equipment necessary to operate on the fiber. • Lateral locates will be covered in the maintenance costs. This will be reviewed annually and is subject to change. One basis for higher maintenance fees could be due to higher lateral locate fees for that entity. • Periodically large maintenance items could arise; for example, moving fiber due to unforeseen circumstances or an expensive fiber break. Entities may be asked to contribute extra for any unforeseen expenditures. • Payment will be submitted to an annually-designated fiscal agent of The Association who will administer these funds. Terms of Agreement The termination date for this Memorandum of Understanding is [MONTH DATE, YEAR]. The parties agree to use best efforts to negotiate an extension upon terms mutually agreeable. Any party can request that such extension negotiations begin up to twelve months prior to termination of the initial term, or such earlier date as is mutually agreeable. The entity entering into this agreement with The Association has the option for early termination with a [n] month notice. Charges In exchange for use of fiber mentioned in Section 2, Entity will pay $[xxxx] for the use of fiber for the term listed in the TERMS OF AGREEMENT by [MONTH DATE, YEAR] to The Association Fiscal Agent.

Service Level The fiber that The Association provides Entity will be monitored by Entity. The Association will take care of any fiber breakage; it will be the responsibility of the entity to maintain their own lateral fiber from the handhold to the termination point inside their building. Dispute Resolution In the event that a dispute arises between the two organizations regarding the use of fiber or conduit, the parties agree to meet on a regular basis until the dispute is resolved. Warranty of Authority The signatories hereto warrant that they have full authority to enter into this Memorandum of Understanding and make it binding on the parties hereto without further action or approval. The effective date of this Memorandum of Understanding shall be the date that the agreement has been signed by the last signing party. Hold Harmless By signing this agreement you agree to hold harmless all The Association members from any actions related to the The Association network. You also agree to hold harmless the fiscal agent with the exception of a financial misappropriation of funds. Enforcement of Contractual Agreement The Association Fiscal Agent represents and warrants that it has contracted for the services outlined in this Memorandum of Understanding dated below by agreement with Fiber Contractor. The agreement between The Association Fiscal Agent and Fiber Contractor contains industry standard workmanship and service commitments by Fiber Contractor. The Association Fiscal Agent agrees to exercise all of its rights and authority under the agreement with Fiber Contractor to enforce the provisions thereof to meet the goals of the MOU.If a dispute develops between The Association Fiscal Agent and Fiber Contractor, The Association Fiscal Agent agrees to notify the parties to the MOU immediately. Signatures IN WITNESS WHEREOF, the parties have caused this Memorandum of Understanding to be executed in duplicate by their duly authorized and empowered officers or representatives: Entity Signature - Title - Date Existing Association Entity 1: Existing Association Entity 2: Existing Association Entity 3: