Common use of Fiber Optic Cable Clause in Contracts

Fiber Optic Cable. a. TDI-NE shall convey to VTrans the ownership of all the dark fiber installed as part of the Project (“Project Fiber”) that TDI-NE determines, in its sole discretion, is not directly needed by TDI-NE to operate its facility and therefore are incidental to the project (“VTrans’ Fiber”). TDI-NE expressly disclaims any commercial interest in the leasing, sale or commercial operation of any of the fiber optic cable it installs as part of the Project for any purpose other than the direct operation of its facility. At the present time TDI-NE anticipates needing eight (8) strands but may determine to utilize additional strands. VTrans understands that TDI-NE has made informal agreements with Green Mountain Railroad Corp. (“GMRC”) and Vermont Electric Cooperative (“VELCO”) to require VTrans to convey some fiber optic cable to those entities for the direct operation of their facilities and VTrans agrees to make reasonable efforts to negotiate contractual terms with those entities, including terms providing fiber optic cable to those entities solely for the direct operation of their facilities at cost with no markup. b. TDI-NE plans to install the Project Fiber as a single fiber optic bundle as a component of its Section 248 petition in order to utilize the fiber strands for the Project as noted above. The Parties acknowledge, however, that 30 VSA Section 248 does not expressly authorize the installation of any facilities not otherwise required to construct or operate TDI’s facility. The Project requires fiber from a Converter Station in Canada through Lake Champlain to a Converter Station in Ludlow, VT (the “Fiber Route”) and does not require any “fiber off-ramp facilities” along the route. TDI-NE will install the Project Fiber along the upland Fiber Route through the Town of Alburgh from the Canadian border to Lake Champlain, a distance of approximately one-half of a mile. c. Subject to TDI-NE’s final engineering, and with due consideration to be given to VTrans’ specifications for the fiber optic cable, TDI-NE will install fiber optic cable from ▇▇▇▇▇▇ to the Ludlow converter station using an industry standard 528 fiber strand fiber optic cable (or a similarly sized cable depending upon market availability) in a 2 inch or greater HDPE conduit. The HDPE conduit will be approximately 9-12 inches in distance from TDI-NE’s HVDC cables, except when it is installed using horizontal directional drilling or a comparable technique, in which case it will be installed in the bore hole directly adjacent to the HVDC cables (still within its own HDPE conduit). TDI-NE plans to install “hand- holes” to access the fiber optic cable every 5,000 feet along the route. The Parties acknowledge that it is expected that the planned Project hand-hole designs will accommodate fiber access points required by the State. In the final fiber design the Parties will work together to confirm this understanding. If there are any changes required from the Project plan to accommodate such fiber access points, all additional costs will be at the State's expense in accordance with this Agreement. TDI-NE will be responsible for and perform all construction, operations, testing and maintenance work required for the installation of the Project Fiber, including the incremental work required for VTrans’ purposes. However, in no event shall TDI-NE be responsible or liable for the ongoing reliability and operation of the VTrans’ Fiber. d. VTrans shall be responsible for: (i) obtaining any required regulatory approvals for VTrans’ use of the VTrans’ Fiber or for the construction or use of vaults, splices, or any other facilities or structures of any type which TDI-NE constructs solely in order to meet VTrans’ requirements for the VTrans’ Fiber (collectively, “VTrans’ Fiber Off-Ramp Facilities”); (ii) all costs related to such regulatory approvals, if any; and (iii) all costs incurred by TDI-NE related to the design, installation, operations, and maintenance of the VTrans’ Fiber Off-Ramp Facilities, including but not limited to any incremental work required to meet the State of Vermont’s telecommunications requirements. Such costs shall consist only of TDI-NE’s and its contractor costs on a time and materials basis. TDI- NE shall provide invoices for such costs to VTrans on a periodic basis, with payment due within 30 days thereafter. e. TDI-NE will cooperate with VTrans in the planning, permitting, and construction of the VTrans Fiber Off-Ramp Facilities, provided that the schedule for construction of the Project shall be solely at the discretion of TDI-NE. TDI-NE shall have no obligation to delay or modify the construction schedule of the Project in connection with such fiber off- ramp facilities and VTrans agrees to not cause any such delays to the Project’s construction schedule. The Parties agree to work in good faith to insure that construction and ongoing maintenance is mutually beneficial, however in all circumstances the construction and operation of the NECPL Project shall take precedence over the fiber optic cable transferred to VTrans.