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FIBER MAINTENANCE AGREEMENT
This Fiber Maintenance Agreement is made this day of August, 2025 by and between The City of
Rexburg, 35 N 1st East, Rexburg, Idaho 83440 (the City), and Millennium Networks, LLC dba SilverLight Fiber
Network (Silver Star), P.O. Box 226, Freedom, Wyoming 83120.
RECITALS
WHEREAS, the City owns certain fiber optic communications infrastructure, including but not limited to
dark fiber assets, conduit, hand-holes, manholes, fiber huts and regeneration sites and components, including
points of access (“Fiber System”); and
WHEREAS, SilverLight wishes to acquire exclusive access to and use of the Fiber System and the City has
agreed to grant SilverLight an IRU to use the Fiber System; and
WHEREAS, SilverLight is willing to accept responsibility for certain operations and maintenance activities
for the Fiber System, pursuant to the terms hereof and the IRU.
AGREEMENT
In consideration of the premises and the mutual covenants and promises herein contained,
the parties covenant and agree as follows:
1. Term. Subject to the termination provisions in paragraph 11, the initial term of this Agreement shall
be remain in effect for at least the term of the IRU between the parties, and as extended. This
Agreement shall be co-terminus with any termination of the IRU.
2. SilverLight shall service, maintain and repair the Fiber System in safe, good and operational condition to
standards of comparable facilities and equipment in the telecommunications industry, in conformity with
all governmental regulations and recommended maintenance procedures of the Manufacturer. SilverLight
shall be responsible to:
a. Purchase or lease testing equipment, keep such equipment in good operational condition, staff and
train adequate personnel capable of operating the testing equipment and performing the necessary
maintenance services.
b. SilverLight will provide vehicles and other tools and equipment as may be necessary or appropriate
to the performance of maintenance services.
3. SilverLight shall respond within 24 hours of notice to perform any emergency repair, including on
weekends or holidays. Forty-eight (48) hours’ notice shall otherwise be given for non-critical repairs, and
SilverLight shall exercise its best efforts to conduct all repairs on a timely basis given the nature of the
circumstances.
4. SilverLight will obtain and/or renew any permits and licenses which may be required by any applicable
governmental authority or the manufacturer of the Fiber System as applicable to the performance of its
Maintenance responsibilities.
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5. SilverLight shall perform locates and repairs for the Fiber System facilities. Extensive locate requests on
behalf of The City for planning or infrastructure purposes shall be reimbursed by The City at SilverLight’s
regular hourly rates.
6. SilverLight shall maintain all (five) of the Fiber System generators but will not provide after hours support or
repair. All repair and maintenance costs for shared generators (Parks and Golf) on the Fiber System shall be
shared equally by the Parties. SilverLight will provide maintenance records if requested. The City reserves the
right to inspect the generators.
7. The City shall be responsible for the cost of Fiber System facilities reroutes or relocations, unless otherwise
agreed to by the parties in writing.
8. Any maintenance or repair work on retained City fiber assets will be billed at SilverLight’s regular hourly rates
plus material costs.
9. SilverLight shall operate maintain all Fiber System Huts and Buildings Co-Lo space and will receive 100% of
all third party co-location revenue.
10. SilverLight shall be accorded necessary entry and access to all buildings, rights-of-way, easements and
locations where any City Fiber Facility is located to perform maintenance, testing, repair and inspection.
11. All maintenance services will be performed by SilverLight as an independent Contractor. SilverLight
will administer and supervise the performance of services by its maintenance personnel, pay wages and
benefits including employment security and worker's compensation as may be required by law, and
perform all necessary tax withholdings.
12. This Agreement may be terminated by written mutual consent, or by either party upon a continuing
Force Majeure Condition as described below.
13. Neither party shall be liable for, and both parties will hold the other and their agents, employees, successors
and assigns harmless from, any special, indirect, incidental, punitive, or consequential damages, including loss
of revenues, loss of customers or clients, loss of goodwill or loss of profits, whether incurred by either party
hereunder or others, in connection with the installation, maintenance, use, operation, or failure of the service
provided herein. Neither party shall not be liable for delays, failure to perform, damage, destruction or
malfunction of the equipment, or any consequence thereof, caused, occasioned or due to fire, flood, water,
the elements, labor disputes or shortages, utility curtailments, power failures, explosions, civil disturbances,
government regulatory requirements, acts of God or public enemy, war, shortages of equipment or supplies,
unavailability of transportation, acts or omissions of anyone other than the parties hereunder, their agents or
employees, or any other cause beyond either of the party’s reasonable control.
14. Neither party will be liable for any delay or failure in performance because of causes or circumstances
completely beyond its control, such as acts of God or of civil or military authorities, governmental acts or
regulations, epidemics, war, terrorist acts, riots, fires, explosions, major environmental disturbances,
power outages, strikes, or the like (collectively referred to as "Force Majeure Conditions").
In the event of a Force Majeure Condition affecting either party, both parties will cooperate to facilitate
the mutual performance of the obligations under this Agreement.
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In the event of a Force Majeure Condition affecting one party, the other party may elect to: (I) terminate
this Agreement, provided the contingency has existed for ninety (90) days in one hundred and twenty
(120) day period; or (ii) resume performance under this Agreement once the delaying causes cease.
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15. NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES TO
BE PROVIDED HEREUNDER, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE OR USE.
16. Written notices given hereunder shall be deemed given when delivered by personal service or when
deposited, postage prepaid, return receipt requested, addressed as stated in the IRU between the
Parties.
17. Both parties shall, through the term of this Agreement, maintain adequate insurance to cover any and
all occurrences directly or indirectly arising from the activities herein to be performed. Either party
may request evidence of such coverage and both parties shall provide such coverage evidence upon
request.
18. In the event of a dispute between SilverLight and The City arising from this Agreement, unless a party
seeks equitable relief, the dispute will be settled by arbitration. Service will not be discontinued by either
party during arbitration provided all payments are current. The prevailing party, that party which obtains
substantially the relief sought, whether in arbitration or in subsequent litigation, shall be reimbursed by
the non prevailing party, for its reasonable attorney fees and costs. SilverLight and The City agree to
submit all issues to be subject to arbitration to an agreed upon third party which shall be a current
enrolled member of the American Arbitration Association. Any lawful arbitration award rendered by the
Arbitrator (or a majority, if more than one) will be enforceable through judicial proceedings.
19. In the event litigation is required, it is agreed by and between the parties hereto that venue and jurisdiction for
any litigation or dispute resolution will be Madison County, Idaho.
20. This Agreement represents the entire agreement of the parties which may not be modified except
writing, mutually agreed to by the parties.
IN WITNESS WHEREOF, the parties have executed this Agreement to be effective the day and year first above
written.
THE CITY OF REXBURG MILLENNIUM NETWORKS, LLC
Barbara Sessions
Mayor Executive Vice President
Date Date____________________________