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3.6 If County provides its own equipment, Zayo shall
<br />have no obligation to install, maintain or repair the equipment.
<br />- if, on responding to a County initiated service call, Zayo and
<br />County jointly determine that the cause of the service
<br />deficiency was a failure, malfunction or the inadequacy of
<br />equipment other than Zayo's Equipment, County shall
<br />compensate Zayo for actual time and materials expended
<br />during the service call.
<br />3.7 Neither party shall adjust, align, attempt to repair,
<br />relocate or remove the other party's equipment, except as
<br />---=`expressly authorized in writing by the other party. -•
<br />3.8 County shall be Iiabte'for any loss of or damage to .
<br />Zayo's Equipment caused by County's negligence, intentional
<br />acts, willful misconduct or unauthorized maintenance. County
<br />shall reimburse Zayo for the reasonable cost of repair of
<br />Zayo's Equipment, or the replacement thereof, within thirty (30)
<br />days after receipt by County of a written request for
<br />reimbursement.
<br />3.9 Zayo shall be liable for any loss of, or damage to,
<br />County's equipment caused by Zayo's negligence, intentional
<br />act, willful misconduct or unauthorized maintenance. Zayo
<br />shall reimburse County for the reasonable cost of repair of the
<br />equipment, or the replacement thereof, within thirty (30) days
<br />after receipt by Zayo of a written request for reimbursement.
<br />County shall not arbitrarily or capriciously require Zayo to
<br />relocate Zayo Equipment, however, upon ninety. (90) days
<br />written notice, or, in the event of any emergency, County may
<br />require Zayo to relocate colocated Zayo Equipment provided,
<br />however; the site of relocations shall afford comparable
<br />environmental conditions for the Zayo Equipment and a
<br />comparable accessibility to the Zayo Equipment.
<br />4. PAYMENT & BILLING
<br />4.1 County shall contribute fifteen percent (15%) of the
<br />Project cost, such contribution amounting to $2,867,698
<br />("Contribution") .in connection with the Services in the Initial
<br />Service Order, pursuant to the processes set out in Fiber
<br />Agreement. In addition, for Services in the Initial Service
<br />Order, County shall pay a total of $1.00 per month, for each
<br />site identified on the initial Service Order, for both the initial
<br />Term and the Renewal Terms, if any. After the expiration of
<br />the Renewal Terms, fees will be mutually agreed upon but
<br />shall be based' on market rates..
<br />4.2 If County requests Zayo to upgrade the capacity of
<br />the Services for any site set forth in the Initial Service Order,
<br />provided that the request does not exceed the maximum
<br />capacity for the core ring, or the distribution ring/lateral as .
<br />stated in the Initial Service Order, Zayo shall comply with the
<br />request, but shall charge a one-time non-recurring fee of $500
<br />for each such request to compensate for labor; provided that
<br />Zayo is not required to purchase any additional Equipment to
<br />accommodate such upgrade request Any request for
<br />upgrades in excess of the respective maximum capacity for
<br />distribution rings/laterals or core rings as set forth in the initial
<br />Service Order shall be at the then current market rates,
<br />including any costs of equipment acquired in order to provide
<br />such requested services. Any subsequent Service Orders
<br />other than the Initial Service Order shall be at the rates set
<br />forth in the Service Order.
<br />4.3 Billing for Service will commence upon County
<br />acceptance or three (3) days' after written or electronic
<br />Rev. 9/1/09
<br />notification of service availability at each individual site in a
<br />Service Order is sent to County, whichever is earlier ("Service
<br />Start Date"). The Parties acknowledge that it is the
<br />understanding of the Parties that the Services will be provided
<br />on a site by site basis and there Is no expectation that all of the
<br />sites on a Service Order would begin to receive Services at the
<br />same or similar dates.
<br />4.4 Zayo will provide County with a monthly itemized
<br />invoice for the Services together with all other charges due
<br />pursuant to the terms of this Agreement through the date
<br />thereof. All amounts-due-Z-ayo:.are_payable in fullewithin fifteen ; ..-_ :•-
<br />(15) days from date of invoice. Delinquent amounts shall bear -
<br />interest at the rate of one and one-half percent (1.5%) per
<br />month or the highest lawful rate, whichever is lower.
<br />4.5 Written requests for billing adjustments together
<br />with all supporting documentation must be received by Zayo
<br />within ninety (90) days from date of invoice or the right to billing
<br />adjustment shall be waived. In the event of a billing dispute,
<br />County shall timely pay all undisputed amounts. If the dispute
<br />is resolved against County, County shall pay such amounts
<br />due plus interest from the date the payment was originally due.
<br />5. DEFAULT; SUSPENSION OF SERVICE; TERMINATION
<br />OF AGREEMENT
<br />5.1 County is in Default of this Agreement if County: •
<br />a is more than fifteen (15) days past due in paying
<br />the Contribution as it comes due, or any Zayo
<br />invoice pursuant to its terms, excluding- those
<br />amounts which County has notified Zayo as
<br />reasonably being in dispute;
<br />b. fails to observe or perforin any non -monetary
<br />obligation or covenant hereunder,
<br />c. files or initiates proceedings or has proceedings
<br />fled or initiated against it seeking liquidation,
<br />reorganization or other relief (such as the
<br />appointment of ,a trustee, receiver, liquidator,'
<br />custodian or such other official) under any
<br />bankruptcy, insolvency or other similar law;
<br />d. defaults under the Fiber Agreement; or
<br />e. violates the Permitted Uses. -
<br />In the event of a Default by County, Zayo shall notify
<br />County and allow five (5) days for County to cure a. monetary
<br />breach, or thirty (30) days for County to cure if a non -monetary
<br />breach, and if such Default remains uncured, then Zayo may
<br />suspend Services to County untiiCounty remedies the Default, -
<br />terminate or suspend services under the Fiber Agreement or
<br />Zayo may terminate this Agreement and/or the applicable
<br />Services being provided under the Service Order.
<br />5.2 If Zayo terminates this Agreement pursuant to this
<br />Article of the Agreement, Zayo shall have the right to seek full
<br />payment for any amounts due Zayo for Services rendered prior
<br />to the date of termination. Termination of this Agreement shall
<br />have no effect on the obligations of County under the Fiber
<br />Agreement.
<br />5.3 Zayo shall be in default under this Agreement if .
<br />Zayo fails to provide the Services in accordance with the
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