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<br />LO OZ
<br />ATTACHMENT G
<br />Wholesale Master Service Agreement
<br />This Wholesale Master Service Agreement ("Agreement') is made by as of August i 7 201 ("Effective Date') and between Zayo
<br />Bandwidth, LLC, a Delaware limited liability company, with an address of 400 Centennial Pkwy, Suite 200, Louisville, CO 80027, its
<br />affiliates and/or subsidiaries (collectively referred to herein as "Zayo") and Anoka County, a body corporate and politic under the laws of
<br />the State of Minnesota("County"), with an address of 2100 Third Avenue, Anoka, Minnesota 55303. Each may be referred to herein as
<br />a "Party" and collectively as the "Parties."
<br />'This Agreement sets forth the general terms and conditions governing County's purchase of telecommunications services and/or
<br />data communication' services ("Services") from Zayo. The initial Services to be provided to County are set forth in the service order,
<br />attached hereto as Exhibit A (the "initial Service Order"), which shall be incorporated herein by reference. Any future Services
<br />requested by County and accepted by Zayo shall be documented=in-a•service. order in the form attached• hereto as•Exhibit B CService
<br />Order'). As used in this Agreement, Service Order shall include the Initial Service Order. Services shall only be used by quasi -
<br />government, government, educational and public safety institutions and shall not be used to directly or indirectly compete with Zayo
<br />(Permitted Use"). In the event of a conflict between this Agreement and a Service Order, the terms of this Agreement shall control
<br />unless the Parties agree otherwise in the terms of a Service Order.
<br />' 1. GRANT AWARD; CONDITIONS PRECEDENT
<br />1.1 Zayo has applied for and received an NTIA grant
<br />("Grant"). The Grant will be used in part to construct and install
<br />fiber optic facilities and equipment to connect. County's
<br />government, educational and public safety sites within Anoka
<br />County, Minnesota (the "Project"). The Project is estimated to
<br />cost approximately $19.12 million dollars. The Grant award will
<br />contribute seventy percent (70%) of the Project costs. Pursuant
<br />fo Section 4.1, County shall make a Contribution to the Project
<br />- cost. The Parties expressly acknowledge. that receipt of the full
<br />Grant award is a condition precedentto the enforceability and
<br />validity of obligations under this Agreement. Further, as a
<br />second condition precedent to the enforceability and validity of
<br />bbligations under this Agreement, Zayo and County shall enter
<br />into and execute that certain Master Fiber IRU Agreement ("Fiber
<br />Agreement") executed of even date herewith . between the
<br />Parties, whereby -County shall receive an indefeasible right to use
<br />certain strands' of fiber optic cable from Zayo as provider
<br />thereunder.
<br />2, TERM
<br />2.1 This Agreement and the Services provided hereunder
<br />shall be In: effect for live (5) years ("Initial Term"). The
<br />Agreement shat) automatically renew at the end of the Initial
<br />Term for up to a total of three (3) renewals for a period of five (5)
<br />years each (each a "Renewal Term') unless the County provides
<br />written notice of its intention to terminate this Agreement by
<br />providing not less than one hundred eighty (180) days written
<br />notice before the end of the Initial Term or any Renewal Term.
<br />Upon the termination or expiration of this Agreement, Zayo shall,
<br />have no further obligation to provide Services and no further
<br />liability to County hereunder, except•for any obligations that Zayo
<br />may have under the Fiber Agreement.
<br />2.2 This Agreernent may be terminated by County at
<br />any time, without cause, upon one hundred eighty (180) days
<br />written notice_ Termination of this Agreement shall have no
<br />effect on the obligations of County under the FiberAgreement.
<br />3.. EQUIPMENT AND INSTALLATION
<br />3.1 County shall provide colocation space at every site
<br />where Services will be delivered in which Zayo can place its
<br />Equipment to provide Services and County shall be responsible
<br />for maintaining the same level of security of such space as it
<br />does for the site generally. The space required under this
<br />Section, to deliver the Services to County, shalt be provided at no
<br />cost " to . Zayo. County shall provide adequate power and
<br />Rev. 911/09
<br />'temperature control as- may be further detailed on the Service
<br />Order. Zayo, orits agent, 'shall provide, install, maintain, repair,
<br />operate and control Zayo's electronics, optionics, and- other
<br />equipment ("Equipment) as necessary to deliver the Services_
<br />Unless specifically provided for herein or In the Service Order,
<br />Zayo shall pay the cot of purchasing and installing Zayo's
<br />Equipment. Any .Zayo equipment used in the provisioning of
<br />Services shall be maintained and replaced at Zayo's expense for
<br />seven (7) years from the Effective Date. Thereafter, if the Zayo
<br />Equipment deteriorates, or no longer supports the provisioning of
<br />the Services, County agrees that it shalt pay the pro rata costs
<br />incurred jn the replacement of such equipment.
<br />3.2 If Zayo colocates any Zayo Equipment at a County
<br />site in order to provide telecommunication services to a non -
<br />County user outside of the site building, Zayo will pay a fee of
<br />$250 per month for the first colocated equipment serving a
<br />commercial user beyond the site building, and $100 per month
<br />for each additional device. For clarity, no colocation fees will
<br />apply to Zayo Equipment used to provide Services to County,
<br />even if such Equipment is also used to serve a commercial
<br />customer.
<br />• 3.3 Zayo's Equipment shall remain the sole and exclusive
<br />property of Zayo, and nothing contained herein shall give or
<br />convey to County, or any other person, any right, title or interest -
<br />whatsoever in Zayo's Equipment. Zayo's Equipment shall remain
<br />personal property, notwithstanding that it may be, or become,
<br />attached to, or embedded' in, realty. County shall not tamper
<br />with, remove or conceal any identifying plates, fags or labels
<br />identifying Zayo's ownership interest in Zayo's Equipment.
<br />3.4 Equipment and service beyond' the point of
<br />demarcation and/or interconnection between Zayo's facilities and _
<br />County terminal equipment and the wiring at the point .of
<br />demarcations ("Point of Demarcation') shall be the responsibility
<br />of County. •
<br />3.5 Zayo shall be provided access to all County locations
<br />necessary to provide Services for purposes of installation,
<br />maintenance, and repair of Zayo Equipment. Zayo shalt restrict
<br />access to the coloration space to authorized Zayo .staff which '
<br />staff shall abide by any County physical security requirement
<br />provided to Zayo in writing. Zayo shall make reasonable
<br />attempts to provide at least two (2) days notice to County prior to
<br />entering County's point of presence (POP) to install, maintain or
<br />repair any of the Equipment. If it is not reasonably. possible to
<br />provide such notice, or in an emergency, Zayo shall provide
<br />notice to County as soon as practicable, but in all euents prior to
<br />• entering the POP.
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