COMMUNICATIONS RESOURCE LICENSE AGREEMENT

Between

State of Tennessee Department of Transportation

And

Metropolitan Government of Nashville/Davidson County Department of Public Works

This agreement is entered into ______, 2008, by and between the State of Tennessee, acting by and through its Department of Transportation (TDOT) and the Metropolitan Government of Nashville /Davidson CountyDepartment of Public Works (NashvilleMPW).

RECITALS

  1. The Commissioner of TDOT is empowered by Tennessee Code Annotated 4-3-2303 to enter into this agreement.
  1. Nashville MPW is empowered to enter into this agreement and has authorized the undersigned to execute this agreement on behalf of NashvilleMPW.
  1. TDOT has developed an Intelligent Transportation System project that lies within the Metropolitan Area of the City of Nashville and contains a fiber optic cable communications backbone network of approximately ___ miles in length (State Fiber Optic Network). The project is currently under construction with tentative completion date of ______.
  1. Nashville MPW is developing plans to construct a fiber optic cable communications network that covers extensive portions of DavidsonCounty for the purpose of interconnectiong various City Metro owned and operated Intelligent Transportation System (ITS) devices and facilities. Engineering plans are currently being developed for approximately 50 miles of MPW fiber optic cable.
  1. TDOT and Nashville MPW will control various dark fibers contained within their own respective fiber optics communication networks, and both parties desire to access additional fiber circuits along alternative paths from their existing facilities to improve each party’s reliability. A mutual agreement regarding access to existing surplus facilities in lieu of independent facility construction is in the economic best interest of both parties.
  1. TDOT wishes to gain access to and use existing surplus dark fibers within the Nashville MPW fiber optic network and Nashville MPW wishes to gain access to surplus dark fibers within the TDOT fiber optic network, each for the purpose of providing redundant backup paths for their respective fiber optic communications networks in order to provide network reliability.
  1. TDOT and the City of NashvilleMPW desire to share information transmitted over each agency’s fiber optic network including video imagery, traffic sensor data and other information (video and traffic data) relevant to the operation of an ITS system.

AgreementsAGREEMENTS

  1. For the purpose of allowing TDOT to improve network reliability in the TDOT fiber optic network, Nashville MPW hereby gives TDOT permission, revocable and terminable as provided herein, along routes to be determined and agreed to under subsequent Memorandums of Understanding between the two agencies and executed by appropriate, designated officials.
  1. For the purpose of allowing Nashville MPW to improve network reliability in the Nashville MPW fiber optic network, TDOT hereby gives Nashville MPW permission, revocable and terminable as provided herein, along routes to be determined and agreed to under subsequent Memorandums of Understanding between the two agencies and executed by appropriate, designated officials.
  1. For the purpose of allowing TDOT to access video and traffic data from the Nashville MPW fiber optic network, Nashville MPW hereby gives TDOT permission, revocable and terminable as provided herein, to establish physical linkage at locations to be determined and agreed to under subsequent Memorandums of Understanding (MOU) between the two agencies and executed by appropriate, designated officials. Terms of usage, distribution and control will also be determined under subsequent MOU’s.
  1. For the purpose of allowing Nashville MPW to access video and traffic data from the Nashville MPW fiber optic network, TDOT hereby gives Nashville MPW permission, revocable and terminable as provided herein, to establish physical linkage at locations to be determined and agreed to under subsequent Memorandums of Understanding (MOU) between the two agencies and executed by appropriate, designated officials. Terms of usage, distribution and control will also be determined under subsequent MOU’s.

MISCELLANEOUS PROVISIONS

  1. Both agencies recognize that it is in their mutual interest for their fiber optic networks and intelligent transportations systems to be operated as efficiently as possible, in accordance with the terms and provisions of this agreement and subsequent MOU’s. Should either party believe that the other is not acting timely or reasonably in responding to a request for action under this agreement and subsequent MOU’s, that agency shall notify the appropriate official within the other agency.
  1. Nothing here-in shall be deemed to create a joint venture or principle-agent relationship between the two agencies; and neither agency is authorized to, nor shall either agency act toward third persons or the public in any manner which would indicate any such relationship with the other.
  1. This agreement represents the entire understanding and agreement between the agencies with respect to the subject matter hereof, superseding all oral negotiations between the agencies. The agreement may be amended,supplemented, modified, or changed only by a written amendment executed by the agencies hereto, or by Memorandum of Understanding as described above.
  1. All notices or demands upon any party to this license agreement shall be in writing and shall be hand delivered to the following persons or as either agency may hereafter identify in writing:
  1. Tennessee Department of Transportation

Attn: Mr. Ali Farhangi, TDOT Region 3 TMC Manager

Centennial Drive

Nashville, TN

  1. Metropolitan Government of Nashville/Davidson County

Attn: Mr.y Mark Macy, Assistant Director of Engineering

Department of Public Works

720 So. 5th St.

Nashville, TN37206

  1. Each agency recognizes that it’s use of surplus fibers in the other agency’s network under this agreement is a convenience for the purpose of obtaining backup capability in the event of a temporary failure in it’s own fiber optic network. Accordingly, each agency acknowledges and agrees that it relies on it’s own fiber optic network to maintain fiber optic communication service, and nNeither agency shall hold the other agency responsible for any loss of service that may arise from any loss of communication connectivity in the surplus fibers allocated as a backuppart of this agreement.
  1. Either agency may terminate this agreement at will upon giving the other agency written notice at least 180 days in advance of the effective date of termination.
  1. This agreement is subject to applicable Federal, State or local laws. If any section, subsequent sentence, clause, phrase or portion of this agreement is, for any reason, held invalid or unconstitutional by any court of competent jurisdiction, such portion shallbe deemed a separate distinct and independent provision and such holding shall not affect the validity of the remaining portions of the agreement.
  1. Subsequent Memorandums of Understanding, further defining the particulars of this agreement as described above, shall be made valid upon execution by the following officials of each agency:
  1. Commissioner, Tennessee Department of Transportation
  2. Public Works Director, Metropolitan Nashville/Davidson County.Government of Nashville

IN WITNESS WHEREOF, the agencies have executed this agreement and day and year first above written.

MNDCMPWTDOT