Memorandum of Understanding (MOU)

Sample Memorandum of UnderstandingIntroductionThe purpose of this Memorandum of Understanding is to identify and define understandings concerningfiber optic facilities that [The Association] will provide [Entity].Interconnection AgreementsRefer to drawings titled The Association – Entity Fiber AgreementDetailed Fiber BreakoutThe Association - Entity Fiber Exchange• The Association shall provide Entity access to [n] network fibers on an existing cable from ahandhold 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 outsideeach 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 TheAssociation 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.OptionsIf additional fiber optic resources become available to Entity or The Association, the parties may amendthis agreement to accommodate additional access and need as is reasonable.Installation DatesConstruction 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 equipmentnecessary to operate on the fiber.• Lateral locates will be covered in the maintenance costs. This will be reviewed annually and issubject to change. One basis for higher maintenance fees could be due to higher lateral locatefees for that entity.• Periodically large maintenance items could arise; for example, moving fiber due to unforeseencircumstances or an expensive fiber break. Entities may be asked to contribute extra for anyunforeseen expenditures.• Payment will be submitted to an annually-designated fiscal agent of The Association who willadminister these funds.Terms of AgreementThe termination date for this Memorandum of Understanding is [MONTH DATE, YEAR]. The partiesagree to use best efforts to negotiate an extension upon terms mutually agreeable. Any party can requestthat such extension negotiations begin up to twelve months prior to termination of the initial term, or suchearlier date as is mutually agreeable. The entity entering into this agreement with The Association has theoption for early termination with a [n] month notice.ChargesIn exchange for use of fiber mentioned in Section 2, Entity will pay $[xxxx] for the use of fiber for the termlisted in the TERMS OF AGREEMENT by [MONTH DATE, YEAR] to The Association Fiscal Agent.

Service LevelThe fiber that The Association provides Entity will be monitored by Entity. The Association will take careof any fiber breakage; it will be the responsibility of the entity to maintain their own lateral fiber from thehandhold to the termination point inside their building.Dispute ResolutionIn the event that a dispute arises between the two organizations regarding the use of fiber or conduit, theparties agree to meet on a regular basis until the dispute is resolved.Warranty of AuthorityThe signatories hereto warrant that they have full authority to enter into this Memorandum ofUnderstanding and make it binding on the parties hereto without further action or approval. The effectivedate of this Memorandum of Understanding shall be the date that the agreement has been signed by thelast signing party.Hold HarmlessBy signing this agreement you agree to hold harmless all The Association members from any actionsrelated to the The Association network. You also agree to hold harmless the fiscal agent with theexception of a financial misappropriation of funds.Enforcement of Contractual AgreementThe Association Fiscal Agent represents and warrants that it has contracted for the services outlined inthis Memorandum of Understanding dated below by agreement with Fiber Contractor. The agreementbetween The Association Fiscal Agent and Fiber Contractor contains industry standard workmanship andservice commitments by Fiber Contractor. The Association Fiscal Agent agrees to exercise all of its rightsand authority under the agreement with Fiber Contractor to enforce the provisions thereof to meet thegoals of the MOU.If a dispute develops between The Association Fiscal Agent and Fiber Contractor, TheAssociation Fiscal Agent agrees to notify the parties to the MOU immediately.SignaturesIN WITNESS WHEREOF, the parties have caused this Memorandum of Understanding to be executed induplicate by their duly authorized and empowered officers or representatives:EntitySignature - Title - DateExisting Association Entity 1:Existing Association Entity 2:Existing Association Entity 3: