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Home My WebLink AboutAgenda - 06-02-2015 - 6q1 ORANGE COUNTY BOARD OF COMMISSIONERS ACTION AGENDA ITEM ABSTRACT Meeting Date: June 2, 2015 Action Agenda Item No. 6 -q SUBJECT: Time Warner Wireless at Select County Facilities DEPARTMENT: Information Technologies PUBLIC HEARING: (Y /N) No ATTACHMENT(S): INFORMATION CONTACT: TWC — Orange County, North Carolina — Jim Northrup, Information Technologies Authorization to Install and Maintain 919 - 245 -2276 James Bryan, County Attorney's Office 919- 245 -2319 PURPOSE: To expand wireless Internet services to Orange County residents and visitors with the installation of Time Warner Cable Enterprises (TWC) wireless access points at ten (10) County facilities. BACKGROUND: In an effort to expand and improve wireless Internet services to Orange County residents and visitors, Orange County Information Technologies has partnered with Time Warner Cable Enterprises (TWC) to put TWC wireless access points (WiFi) along Churton Street in downtown Hillsborough and on select County facilities via small building mounted Wifi units. The result of this project will enable anyone within range of these WiFi units to be able to access Internet services for no less than one hour per day with 24 x 7 free access provided to Time Warner, Comcast, BHN, Cox and Cablevision customers at these locations. FINANCIAL IMPACT: While the financial impact will be limited to Orange County providing power to the proposed units, it should be noted that Information Technologies will work with Asset Management Services and Planning and Inspections to ensure that installation of these units meet applicable codes and aesthetic standards. RECOMMENDATION(S): The Manager recommends the Board authorize the Manager to execute the contract with TWC and any amendments thereto to allow the installation of wireless access points on County buildings subject final review by the County Attorney. Authorization to Install and Maintain Communications Equipment ( "Agreement ") Orange County, North Carolina ( "Orange County ") or its authorized agent hereby grants permission to Time Warner Cable Enterprises LLC ( "TWC ") to attach, install, maintain, operate, upgrade and remove the WiFi equipment, cables and devices (the "Equipment ") to and at the properties located at several locations as listed in Exhibit B (collectively, the "Property "): Property Address: Refer to Exhibit A. City and State: Refer to Exhibit A. Orange County represents, warrants and covenants to TWC that Orange County: (a) has the full power and authority to negotiate, execute, deliver and perform this Agreement; and (b) has obtained any and all requisite approvals from the owner of the Property (if the Property is not owned by Orange County) (the "Owner ") to enter into this Agreement and to grant certain rights to TWC as more specifically set forth herein including, without limitation, the right to install the Equipment to and at the Property. The Equipment will be operated by TWC, at no cost to Orange County or the Owner. The Equipment includes WiFi hardware that will allow TWC to provide WiFi service (the "WiFi Service ") at the Property for the convenience of TWC's customers and for the benefit to Orange County and /or the Owner of attracting foot traffic commerce within the supported WiFi community in which the Property is located (the "Community "). Orange County hereby grants TWC, its successors and assigns, and its authorized agents and contractors access to the interior and exterior of the Property (including building rooftop(s)) and the applicable structures for the purpose of installation, maintenance, repair, upgrade, disconnection, replacement and /or removal of the Equipment and Orange County agrees to provide a standard power source for operation of the Equipment. Orange County further agrees that TWC will be the exclusive third party WiFi service provider for the Property and, accordingly, Orange County will not permit any third party to attach WiFi equipment to, or install WiFi equipment within, the Property. Orange County grants TWC the right to advertise, market and otherwise promote the Property as being a TWC WiFi access point in any and all forms of media now known or hereafter developed, in TWC's sole discretion. TWC shall provide 24 hours per day of free WiFi Service to TWC customers (standard tier or higher) and customers with TWC's MSO partners. TWC shall provide of 60 minutes of free WiFi Service per unique registered device per day, for non TWC/ MSO Partner customers. A unique registered device is defined as the device that is registered by the device owner via on a TWC portal. The device owner must complete an online registration form and accept TWC's terms and conditions in order to have access to the WiFi Service. TWC will be responsible for all service activation, billing, customer care, and end user technical support in connection with the WiFi Service. By executing this Agreement, the TWC represents and agrees that TWC is qualified to perform and capable of performing and providing the services required or necessary under this Agreement in a competent, professional and timely manner. TWC shall provide services in accordance with the commercially reasonable industry standards. TWC shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the generally accepted standards of this type of practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the performance of these services. All Equipment will remain the property of TWC, and TWC assumes the risk of loss, unless damage to or loss of the Equipment is due to the negligent or willful acts of Orange County or the Owner. The Equipment may not be relocated by Orange County or the Owner. TWC will be responsible for any damages directly caused by, and will defend, indemnify and hold harmless Orange County from any third -party claim(s) brought against Orange County that arise from: (a) TWC's installation, operation, maintenance, repair or removal of the Equipment (except for claims caused by the negligence or intentional misconduct of Orange County or the Owner, or resulting from any pre - existing conditions at the Property); or (b) bodily injury or damage to tangible property caused by TWC's gross negligence or willful misconduct. TO THE EXTENT PERMITTED BY LAW, TWC WILL NOT BE LIABLE UNDER THIS AGREEMENT FOR ANY CLAIMS OR DAMAGES OTHER THAN THOSE DESCRIBED IN THE IMMEDIATELY PRECEDING SENTENCE. NEITHER PARTY WILL BE LIABLE TO THE OTHER OR TO ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING UNDER THIS AGREEMENT. TWC agrees to maintain public liability insurance coverage of not less than: Two Million K Dollars ($2,000,000.00) for personal injury and not less than Two Million Dollars ($2,000,000.00) for property damage resulting from any one accident. The initial term of this Agreement will commence as of the date of later signature below and remain in effect for a period of three (3) years. Thereafter, this Agreement will automatically renew for successive one year terms until either party provides not less than sixty (60) days written notice prior to termination of the initial or renewal term, as applicable, that it desires to terminate the Agreement. Either party may terminate this Agreement upon thirty (30) days written notice to the other party of the other party's material breach of this Agreement, provided that such material breach is not cured within such thirty (30) day period. TWC may terminate this Agreement at any time upon 5 days prior written notice to Orange County. Orange County will consult with TWC for any new or future WiFi Service deployments in Orange County, that are within 5 miles of any Property for the purposes of providing WiFi Services in public areas. Each person signing below represents that he /she is a duly authorized representative of the party for which he /she is signing and has the full power and authority to enter into this Agreement on behalf of such party. ORANGE COUNTY: TWC: By: By: _ Name: Name: Title: Title: Date Address: Date: Address: Phone: Phone: Exhibit A Properties Building Street City Zip NEW HOPE PARK 4215 NC 86 SOUTH CHAPEL HILL 27278 TWIN CREEKS PARK 7906 OLD NC 86 SOUTH CHAPEL HILL 27516 EUROSPORT SOCCER CENTER 4701 WEST TEN ROAD EFLAND 27243 DICKSON HOUSE COMPLEX 150 EAST KING STREET HILLSBOROUGH 27278 FARMERS' MARKET PAVILION 140 EAST MARGARET LANE HILLSBOROUGH 27278 CADWALLADER JONES LAW OFFICE 131 COURT STREET HILLSBOROUGH 27278 COURT STREET ANNEX 109 COURT STREET HILLSBOROUGH 27278 CEDAR GROVE PARK 5800 HIGHWAY 86 NORTH HILLSBOROUGH 27231 FAIRVIEW PARK 195 TORAIN STREET HILLSBOROUGH 27278 RIVER PARK 106 EAST MARGARET LANE HILLSBOROUGH 27278 7744425_3