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Micro-trenching Construction Agreement

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Working document2024-09-09
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Micro-trenching Construction Agreement

This Micro-trenching Construction Agreement ("Micro-trenching Agreement") is entered into by and between the Village of Red Hook ("Village") a municipal corporation with office located at 7467 S Broadway, Red Hook, New York and Archtop Fiber LLC ("Archtop") a New York limited liability company with offices located at 300 Enterprise Drive, Kingston, New York 12401. Village and Archtop are referred to collectively herein as the ''Parties"·and individually as a “Party”.

RECITALS

  • a. WHEREAS, Archtop seeks to provide high-speed broadband Internet service to the Village and ubiquitously to all the residents and businesses in the Village ("Project"); and.

  • b. WHEREAS, Archtop and the Village agree on the objectives of the Project and desire to make available high-speed broadband service ("Service'') to all residents and businesses in the Village in a timely manner; and,

  • c. WHEREAS, Archtop has perfected a micro-trenching construction application that, though more costly than attaching fiber to utility poles, can deploy fiber in the Village In a more timely and less obtrusive manner; and,

  • c. WHEREAS, the village streets measure approximately 44,352 linear feet. Archtop is proposing to utilize a micro-trenching program for burying its fiber in certain village streets; and,

  • f. WHEREAS, Archtop is proposing to pay a fee that is based on the dramatically reduced impact to the Village's right of way because of the micro-trenching. Most trenches for utility companies are dug at dimensions of 36" x 48" or 1.728 sq in. Archtop's micro-trenching dimensions are l" x l 2"or 12sq in. or 144 times less than utility trenches in area.

NOW THEREFORE. for value received and in consideration of the covenants and conditions set forth below, the Parties agree as follows:

1. ROW Fees -- Archtop recognizes that right of way (ROW) use fee's help to support the work that the Village's Department of Public Works does each year to maintain and repair its infrastructure in the Village's public right of way and is willing to pay a fee to support such activities at $.30 per linear foot of trenched installation.

  1. ROW Maintenance – To further limit the burden to the Village and its Department of Public Works. Archtop will provide a five-year guarantee on the workmanship of the micro-trenching. Archtop agrees to be responsible for maintenance related issues relative to their microtrenching during that time period.

3. Services Agreement -- In recognition of the Village's willingness to partner with Archtop to ensure that their construction of a next-generation fiber network in Red Hook is economically viable and timely, Archtop is prepared to offer a deep discount of 20% for any telecommunications services purchased by the Village.

  1. Additional Services - Understanding that there are Village facilities that have not yet been served by the incumbent provider and lack critical broadband connectivity, Archtop agrees to build fiber to the following Village facilities at no cost to the Village:

    • a. Veterans Memorial Park

    • b. Richard M. Abrahams Memorial Park

    • c. Municipal Parking Lot on Prince Street d. WWTP

  2. Compliance with Law - The Village and Archtop shall comply with applicable law in the performance of their respective obligations and the use of any funding obtained pursuant to this Micro-trenching Agreement.

Consistent with applicable law, each Party agrees to treat as confidential any books, records or maps that constitute proprietary or confidential information and to usesuch confidential information only for the purposes of this Agreement. Each Party shall label or mark such proprietary or confidential information. Consistent with applicable law, if either Party believes it must release any such confidential books, records, or maps to comply with applicable law, it shall advise the other Party in advance so that the non-releasing Party may take appropriate steps to protect its interests. Until otherwise ordered by a court or agency of competent jurisdiction, each Party agrees that, to the extent permitted by applicable law, it shall deny access to any of the other Party's books, records, or maps marked confidential, as set forth above.

  1. Independent Contractor - Each Party under the Micro-trenching Agreement shall be for all purposes an independent contractor. Nothing contained herein will be deemed to create an association, a partnership, a joint venture, or a relationship of principal and agent, or employer and employee between the parties. Archtop shall not be, or be deemed to be, or act or purport to act, as an employee, agent, or representative of the Village for any purpose.

  2. Entire Agreement - All prior understandings and agreements in connection with or relating to this settlement are merged into this Micro-trenching Agreement, which supersedes all prior understandings and agreements. Each of the Parties agree, represent, and warrant that in entering into this Micro-trenching Agreement, it is not relying upon any representation, promise, understanding, statement or inducement not expressly set forth in this Micro-trenching Agreement

  3. Successors and Assigns - This Micro-trenching Agreement governs the rights of and binds and inures to the benefit of the Parties and each of their respective heirs, legatees, devisees, executors, successors, administrators, and assigns.

  4. Authority to Execute and Bind - Each of the Parties represents and warrants that each of the persons executing this Micro-trenching Agreement on its behalf has full and complete legal authority to do so and thereby binds the Party on behalf of which this Micro-trenching Agreement is executed by them.

  5. Necessary Acts - The Parties agree to perform any further acts and execute and deliver a n y further documents that may reasonably be necessary, to carry out the provisions of this Micro-trenching Agreement.

  6. Severability - In case any part, term, portion, or provision of this Micro-trenching Agreement is or shall be invalid, illegal, or unenforceable, the remaining parts, terms, portions, and provisions shall not be affected or impaired, unless an arbitrator or tribunal with jurisdiction over the matter concludes the material purpose of this Microtrenching Agreement would be frustrated by such an interpretation.

  7. Amendment of Micro-trenching Agreement - This Micro-trenching Agreement may only be amended by written agreement, executed by both Parties, which expressly amends this Micro- trenching Agreement.

13. New York Law - This Micro-trenching Agreement shall be construed in accordance with the laws of the State of New York, notwithstanding the operation of any conflict or choice of law statutes or decisional law to the contrary.

  1. Counterparts, - This Micro-trenching Agreement may be executed in one or more counterparts, each of which sha1l be deemed an original, but all of which together shall constitute one and the same instrument.

15. Term; Effective Date. - This Micro-trenching Agreement shall be effective upon execution by both Parties hereto and shall continue until such time as either Party provides the other with sixty (60) days prior written notice of termination.

SIGNATURES

IN WITNESS WHEREOF, each of the Parties has executed this Micro- trenching Agreement on the date and year set forth below,

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Signature: ____________________________ Printed Name: Karen Smythe Title: Mayor

Dated; ___________, 2024 Archtop Fiber LLC

Signature: ____________________________ Printed Name: Leonard Higgins Title: President & COO