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2.5 Use of lnnerducts. Subject to the limitations set forth in this Agreement, Zayo shall use the Zayo
<br />Innerduct solely for lawful purposes and shall have the right to install fiber optic cable within the Zayo Innderduct,
<br />and to access the Zayo lnnerduct on an as -needed basis.
<br />2.6 Maintenance of Conduit System. City and Zayo are each responsible for the routine and
<br />preventative maintenance of their respective conduit systems and all costs associated with any such work. Each
<br />party is responsible for locating their own facilities as part of the local "Gopher State One Call" program. Any
<br />damage created as a result of either party not properly locating their respective facilities will be the responsibility of
<br />that party to correct. Each party must provide a minimum of ten (10) business days notice, except in the case of
<br />emergencies, for any maintenance or construction activities that may affect the service of the other party. Any
<br />required maintenance on the Zayo system that will affect services shall take place outside normal working hours,
<br />anytime between 12:00 AM to 6:00 AM (local time), and Zayo, upon proper application and City review process, is
<br />required to obtain a right-of-way permit from the City, which shall not be unreasonable withheld or delayed. All
<br />non -routine maintenance (defined as repairs required due to cable cuts, fires, remodeling work or other acts of third
<br />parties or Force Majeure events), shall be provided by Zayo, and the costs for such corrective work divided on a pro
<br />rata basis with the City responsible for two-thirds (2/3) and Zayo responsible for one-third (1/3). Any damage that
<br />occurs to either party's facilities, as a result of work being performed by the other party, will be the responsibility of
<br />the damaging party to correct at their sole cost.
<br />3. TERM. The initial term of this Agreement shall commence on the Effective Date and shall remain in
<br />effect for the period of twenty-five (25) years. Thereafter, the Term will automatically renew for five-year
<br />increments (the "Extension Terms"), unless either party provides the other party with at least sixty (60) days written
<br />notice prior to the end of the Term (as may be extended by the Extension Terms) of their desire to terminate this
<br />Agreement.
<br />4. PAYMENT. In consideration for the License of the Conduit System, Zayo agrees to make a one-time
<br />payment equal to one dollar and sixty-seven cents ($1.67) per linear foot of the Conduit System. The Conduit
<br />System is approximately five thousand seven hundred linear feet (5,700'). Actual distance is to be determined
<br />during installation described in paragraph 2.1.
<br />5. INDEMNIFICATION. Each Party shall indemnify and hold harmless the other Party and its respective
<br />officers, agents and employees from and against all claims, damages, losses, liabilities, and costs arising from its
<br />acts or omissions pursuant to this Agreement including without limitation attorney fees and cost.
<br />6. FORCE MAJEURE. In the event either Party is prevented from performing it obligations under this
<br />Agreement due to circumstances beyond its control including, without limitation, labor disputes, power outages or
<br />shortages, fire, explosion, flood, drought, acts of God, war or other hostilities, civil commotion, domestic or foreign
<br />governmental acts, orders, or regulations, inability to obtain facilities or supplies, or if either Party is notified by a
<br />state or federal regulatory body that any aspect of this Agreement does not comply with any applicable law,
<br />regulation, rule, or policy, then the obligation of either Party shall be suspended during the period of such disability.
<br />7. LIMITATION OF LIABILITY AND DISCLAIMER.
<br />7.1 CITY MAKES NO REPRESENTATION OR WARRANTY EITHER EXPRESSED OR
<br />IMPLIED REGARDING THE CONDUIT SYSTEM AND SPECIFICALLY DISCLAIMS ANY WARRANTY,
<br />INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND/OR
<br />FITNESS FOR A PARTICULAR PURPOSE, AND ASSUMES NO OBLIGATION WITH RESPECT TO THE
<br />ENFORCEMENT OF ANY MANUFACTURER'S WARRANTIES AND GUARANTEES.
<br />7.2 Limitation of Liability. Each Party's sole and exclusive remedies for breach or non-performance
<br />of this Agreement by the other Party shall be, at non -defaulting Party's election, re -performance and/or repair or
<br />replacement by the defaulting Party of any defective services, or of any defective equipment provided in connection
<br />with the services, or the refund of any compensation actually paid to the defaulting Party during the period of such
<br />breach or non-performance. Either party will in no event be liable for special, exemplary, punitive, indirect,
<br />consequential or incidental damages, including but not limited to, damages for loss of use, lost profit, loss of
<br />business or goodwill, or other financial injury arising out of or in connection with the maintenance, use,
<br />Confidential
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