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Semite Order or otherwise fails to cure any breach of the
<br />Agreement after receiving written noticeof default from
<br />- - County. In the event of a default by Zayo, County shall notify
<br />Zayo in writing and Zayo shall have thirty (30) days to cure, or
<br />such longer period of time as may reasonably be necessary so
<br />long as cure is initiated and diligently pursued within such thirty
<br />(30) days, or provide notice of a dispute about the existence of
<br />such default provided, however, that Zayo must provide or.
<br />restore Service not meeting the terms of- any Service Order
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<br />pursuant to Section 19. In the event that Zayo does.not cure
<br />such default within the allotted time as set forth above, County .
<br />`' -== riiaj�terri'iriafe this Agreement upon written notice:— •. •=.•
<br />6. TAXES
<br />6.1 To the extent applicable, each Party shall. be fully
<br />responsible for the payment of any and all property, franchise,
<br />gross receipts, excise, access, bypass, sales or other local,.
<br />state or federal taxes or charges applicable to property owned
<br />by it and for taxes on its net income_ County agrees to pay any
<br />sales, use, gross receipts, excise, access, bypass or other
<br />local, state and federal taxes or charges applicable to the
<br />provisioning or sale of the Services provided by Zayo. Any
<br />taxes tobe paid by County shall be separately stated on the
<br />invoice. Prices shall not Include any taxes for which County
<br />has furnished a valid exemption certificate.
<br />6.2 If applicable, County shall keep on file with Zayo
<br />copies of its current tax exemption certificates. All federal, state
<br />and total taxes determined by Zayo to be due oil the Services
<br />provided under this agreement shall be charged to County and
<br />be due and payable according to the tern's hereof.
<br />7.. LIMITATION OF LIABILITY
<br />7.1 Zayo shall not be liable for delays in installation,
<br />commencement or restoration of the Service; forany
<br />temporary or permanent cessation of service; for errors,
<br />malfunctions, delays or defects in transmission of the seance;
<br />for Toss or damage occasioned by a Force Majeure Event.
<br />Zayo's liability for any and all causes and claims whether
<br />based in contract, warranty, negligence or otherwise shall in no
<br />' event exceed 1) an amount equivalent to the proportionate
<br />charge by Zayo to County for the period of Service affected, or -
<br />2) if applicable, the replacement value of any County
<br />equipment which is lost or damaged as a result of Zayo's gross
<br />negligence or willful misconduct.
<br />7.2 In no event shall either party be liable for any indirect,
<br />incidental, -special, punitive or consequential damages
<br />whatsoever arising out of or in connection with this Agreement
<br />or any Service Order, including but not limited to, lost profits,
<br />lost revenues, loss of goodwill, loss of anticipated savings;-Ioss
<br />of data, incurred or suffered by either party or any third party,
<br />whether in an action in contract or tort, even if the other party
<br />or any other person has been advised of the possibility of
<br />damages.
<br />7.3 ZAYO MAKES NO WARRANTY, EXPRESS,
<br />IMPLIED, STATUTORY OR OTHERWISE AS TO THE
<br />DESCRIPTION, QUALITY, MERCHANTABILITY,
<br />COMPLETENESS OR FITNESS FOR ANY PARTICULAR
<br />PURPOSE OR USE OF THE SERVICE, LOCAL ACCESS OR
<br />ANY OTHER MATTER, EXCEPT AS SET FORTH IN THIS
<br />AGREEMENT. SUCH WARRANTIES ARE HEREBY
<br />EXCLUDED AND DISCLAIMED.'
<br />Rev. 911109
<br />8. INDEMNIFICATION
<br />To the extent permitted by law, each party shall indemnify,
<br />defend and hold harmless the other party, its directors, officers,
<br />employees, and agents, successors, and assigns, from all
<br />damages, costs, expenses and liabilities, including reasonable
<br />attorney's fees and disbursements, sustained in any action
<br />commenced by any third party in connection with the
<br />indemnifying party's performance of its obligations and duties
<br />under this Agreement except for those damages, costs,
<br />expenses, and liabilities arising from the negligence or willful -
<br />-misconduct of -the other party,-- The indemnified- party shall --....•-
<br />promptly notify the other party in writing of any such suit or
<br />claim.
<br />9. SUBJECT TO LAWS
<br />This Agreement, and the performance hereunder of each
<br />Party, is subject to all applicable federal, state and local laws,
<br />and regulations, rulings and orders of governmental agencies,
<br />including, but not limited to, the Communications Act of 1934,
<br />as amended, the Telecommunications Act of 1996, the Rules
<br />and Regulations of the Federal Communications Commission
<br />("FCC"), Minnesota Statutes, Chapter 237, the Rules and
<br />Regulations of the Minnesota Public Utilities Commission
<br />("MPUC"), the terms and. conditions of the Grant, Zayo's
<br />applicable tariffs, if any, and the obtaining and continuance of.
<br />any required approval or authorization of the FCC, MPUC or
<br />any other governmental body. Either party may terminate its
<br />obligations under this Agreement without liability if ordered to
<br />do so by the final order or ruling of a court or other-
<br />govemmental agency or if such order or ruling would make it
<br />impossible for either party to carry out its obligations under this
<br />Agreement. In addition, if at any time during the Term of this .
<br />Agreement, or any Service Order, the action of a governmental
<br />agency requires 'modification. of Zayo's Services- provided
<br />hereunder -so as to impair Services to County, County may
<br />terminate those Services, upon thirty (30) days' written notice to
<br />Zayo if no commercially and economically reasonable
<br />accommodation can be found by Zayo to effectuate the intent
<br />of this Agreement.
<br />10. CONFIDENTIALITY
<br />10.1 County will have no obligation to prevent or
<br />withhold disclosure of any data or information supplied by
<br />ZAYO, except as otherwise provided in tate Minnesota Data
<br />Practices Act, Minnesota Statutes, Chapter 13 (the "Act").
<br />County will prevent or withhold disclosure of Trade Secrets 'in
<br />accordance with the Act.
<br />10.2 Zayo may be exposed .to government data and/or
<br />data on individuals or organizations that is private or
<br />confidential. In addition, Zayo 'may be exposed to private or
<br />confidential information . relating to County's computers,
<br />network, programs, and .computer systems (hereinafter,
<br />collectively "County Information"). ZAYO is not obligated to
<br />release or disclose County Information pursuant to the Act.
<br />Zayo agrees that it, and its employees, and their
<br />subcontractors and their employees shall regard and treat
<br />each item of County Information as private or confidential
<br />information and that It will not, without the express written
<br />consent of the County, redistribute, market, publish, disclose or
<br />divulge to any other person, firm or entity, or use or modify for
<br />use, directly or indirectly, any of the County Information except
<br />pursuant to binding court order. At the end of the Project, Zayo
<br />shall return or destroy all County information to the County.
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