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

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3.1 Request for Service Order. County has requested certain services and ZAYO has agreed to provide such requested services as documented in the Initial Service Order. From time to time, County may request additional services from ZAYO. If ZAYO accepts such a request, the Parties will execute a service order, substantially in the form of Exhibit B attached hereto and made a part hereof {a "Service Order") setting forth, without limitation, the number of County Dark Fibers, the County Route, the Demarcation Points, the System Route, the IRU Charge and. all fees and any other relevant terms agreed upon by the Parties. As used in. this Agreement, references to "Service Order" shall include the Initial Service Order. Upon execution by ZAYO and County, each new Service Order is automatically incorporated into and subject to the terms of this Agreement. In the event of any conflict or inconsistency between the terms and conditions of a Service Order and the terms and conditions of this Agreement, the Service Order shall control. 3.2 Route. The ZAYO System generally will follow the route and will connect the County Route as generally identified in each individual Service Order. ZAYO shall use commercially reasonable efforts to deliver to County the County Dark Fibers for each Service Order as soon as practicable, but in no event shall the Initial Service Order be delivered any later than is mandated by the Grant guidelines. 3.3 Route Selection. The specific route and location of each Segment, Ring and Lateral Connection of the ZAYO System, including the specific location. of Manholes and Handholes, is subject to ZAYO's absolute discretion. ZAYO shall take into consideration any of County's input, interest and concerns with respect to material changes in the route design of the Initial Service Order. At the end of each Lateral Connection and/or Point -to -Point, as applicable, ZAYO will terminate the County Dark Fibers at fiber distribution panel, fiber splice kit or other appropriate terminal apparatus as determined by ZAYO and specified in the applicable Service Order. 3.4 Route from Facility Owner. Notwithstanding anything to the contrary contained in this Agreement, if applicable, ZAYO may elect to acquire any portion of the ZAYO System from Facility Owner(s) (whether by IRU, sub -IRU, indefeasible right of use or otherwise) in lieu of constructing and installing the ZAYO System with respect to such portion. 3.5 Subcontracting. Notwithstanding anything to the contrary contained in this Agreement, ZAYO may assign or subcontract to a third Person any or all of ZAYO's duties or obligations to County under this Agreement (including ZAYO's duties or obligations under Sections 6, 7, 9 and 10 herein), provided that ZAYO shall remain obligated to County under the terms of this Agreement for any such duties. ZAYO will endeavor to utilize subcontractors based in Anoka County, Minnesota. 4. Payment 4.1 Consideration for Dark Fiber IRU for Initial Service Order. County shall contribute a total of fifteen percent (15%) of the total Project cost, such contribution amount aggregating up to $2,867,698 ("Contribution") pursuant to Section 42, and in consideration of such Contribution, County shall receive the County Dark Fibers identified in the attached Exhibit A ("Initial Service Order"). 8 Anoka County Master Fiber IRU 8.14.10