Agenda - Council - 02/10/2015 - Laserfiche WebLink

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equipment to connect County's government, educational and public safety locations within Anoka County, Minnesota as detailed in the Initial Service Order (the "Project"). The Project is estimated to cost approximately $19.12 million dollars. The Grant award will contribute seventy percent (70%) of the Project costs. Pursuant to Section 4.1, County shall make a Contribution to the Project cost. The Parties expressly acknowledge that receipt of the full Grant award is a condition precedent to the enforceability and validity of obligations under this Agreement. In the event that the Grant is terminated for any reason before completion of the Projectrboth Parties shall be excused from performance under this Agreement, without any further liability hereunder. Further, as a second condition precedent to the enforceability and validity of obligations under this Agreement, Zayo and County shall enter into and execute that certain Wholesale Master Service Agreement ("MSA") executed of even date herewith between the Parties, whereby County shall receive certain lit services from Zayo as provider thereunder. 2.2 Rights. The rights granted by ZAYO in the County Dark Fibers constitute an indefeasible right of use. As of the Acceptance Date for the County Dark Fibers in each Service Order, ZAYO grants to County (a) the right to use -the number of fiber optic strands of the Cable set forth in each Service Order, which fibers will be specifically identified by ZAYO in the ZAYO System (the "County Dark Fibers"), and (b) the associated and nonexclusive limited right to use the ZAYO Underlying Rights, all such rights upon and subject to the terms and conditions set forth in this. Agreement (collectively, the "Dark Fiber IRU" or "IRU"). 2.3 Use of County Dark Fibers. Except as expressly set forth herein, the Dark Fiber IRU does not include the right of County to own, control, maintain, modify or revise the County Dark Fibers, the right of physical access to the ZAYO System, the right to encumber the ZAYO System in any manner, or the right to use the ZAYO System. The County Dark Fibers may only be used by the County to serve quasi -government, government, education or public safety institutions, provided that such use shall not directly or indirectly compete with Zayo ("Permitted Use"). 2.4 Interest Granted Herein. Neither this Agreement nor the Dark Fiber IRU granted hereby conveys any form or type of title in any real or personal property, including the ZAYO System, any Ring, any Segment, the County Dark Fibers or any portion of any .of the foregoing. The IRU contained in this Agreement does not include any equipment used to transmit capacity over or to "light" the County Dark Fibers. The Parties intend that this Agreement constitutes a true IRU of the County Dark Fibers and not a sale of the County Dark Fibers. 2.5 Ownership and Title. During the Term, legal title to and sole ownership of the County Dark Fibers, Duct, the Cable, the Manholes, the Handholes, Lateral Connections and any property installed or constructed on any Segment and/or Ring, shall be retained and held by ZAYO, or other Facility Owner(s). County's rights hereunder shall be deemed an IRU, subject to the terms of this Agreement.. Neither the IRU, rental or other provisioning of the County Dark Fibers or any other facilities or services by ZAYO to County, nor the payment by County of the IRU Charge or other charges therefore to ZAYO shall constitute, create or vest in County any easement, license or any ownership interest or real property right or interest whatsoever in the County Dark Fibers, Duct, Cable, Manholes, Handholes, Lateral Connections or other facilities. 3. The ZAYO System 7• Anoka County Master Fiber IRU 8.14.10