HomeMy WebLinkAbout2015-613 IT - Time Warner Cable wifi service 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 A(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 fully capable of
performing and providing the services required or necessary under this Agreement in a fully competent, professional and
timely manner. Time is of the essence with respect to this Agreement. TWC shall provide services in accordance with
industry standards. TWC shall exercise reasonable care and diligence in performing services under this Agreement in
accordance with industry 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. TWC is solely responsible
for the professional quality, accuracy and timely completion and/or submission of all work related to this Agreement.
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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.
EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE 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 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:
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Exhibit A
Properties
ADDRESS DESCRIPTION
140 East Margaret Lane Farmers'Market Pavilion
131 Court Street Cadwallader Jones Law Office
And County Jail Bldg. (Outdoors)
5800 Highway 86 North Cedar Grove Park
195 Torain Street Fairview Park
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