Resolution 2014-22 - Laserfiche WebLink

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F. No Introduction of Hazardous Materials. Zayo agrees it shall not, in the exercise of its rights hereunder, introduce into or store, generate or dispose any hazardous substance (as defined under any state or federal law) on or within any City Conduit or Rights -of -Way. 5. Consideration/Exchange. The consideration to City for the use of the City Conduit and Rights - of -Way by Zayo shall be the Zayo - Installed Conduit and Fiber provided to the City. The consideration to Zayo for the use of the Zayo Conduit by the City shall be the license to use the City Conduit and Rights - of -Way and the right to overpull the City Conduit provided to Zayo as further detailed in Section 3 of this Agreement. Both Parties stipulate that this consideration is adequate and sufficient. 6. Relocation. In the event the City decides to relocate any segment of the City Conduit or the Zayo - Installed Conduit and Fiber for any lawful purpose of the City or any enterprise, urban renewal authority or other agency of the City, Zayo shall be responsible for any expenses associated with such relocation, including the relocation of the Zayo fiber and the City fiber located therein. In the event of any relocation the City agrees to provide Zayo with sixty day notice, in writing, unless failure to relocate poses a threat to health, safety or welfare of the public or individuals, as determined by the City, in which case the City shall have the right to move the conduit and fiber without such notice or with a lesser notice, at Zayo's expense, and Zayo shall reimburse the City within thirty days of its receipt of an invoice for the relocation. 7. Repair of Damages. Zayo agrees to promptly repair all damage caused by Zayo or its contractors to the City Conduit, Associated Property, rights -of -way, City property or to any existing fiber optic cable owned by the City, or any other fiber optic cable owner located within the City Conduit. If such damage poses a threat to the health, safety or welfare of the public or individuals, the City may cause repairs to be made at Zayo's expense and Zayo shall reimburse the City within thirty days of its receipt of an invoice for the repairs. 8. Term. This Agreement shall become effective as of the date last executed below and, if not earlier terminated in accordance with the provisions herein, shall continue in effect until twenty (20) years following the effective date of the Completion Notice ( "Term "). This Agreement may be renewed for an additional ten (10) years ( "Renewal Term ") under the same terms and conditions upon written agreement of both Parties. During the Renewal Term, one Party may terminate by providing the other Party with at least one hundred eighty (180) days written notice of such termination. 9. Termination During Work. In the event Zayo fails to complete the Work by the Completion Date, and such failure shall continue for a period of thirty (30) days after written notice from the City (or such longer period as may be necessary if such failure cannot reasonably be cured within such thirty day period and if Zayo undertakes such cure within such thirty day period and thereafter diligently proceeds, in good faith, to cure such failure; which in no event shall exceed ninety (90) days) (an event of default), the City may, in addition to any and all other remedies allowed by law, terminate this Agreement in its entirety. 10. Removal of Equipment. Upon termination or non - renewal of this Agreement, and at the City's option, Zayo shall, within forty -five (45) days of such termination, remove all equipment, cable and related facilities used in connection with this Agreement. Zayo shall accomplish any such removal at its sole expense, under the City's supervision and in a manner that does not damage the City's Facilities. Zayo shall be responsible for and shall indemnify the City from and against any damage, loss, cost or expense caused by such removal. If Zayo fails to remove its property within such period, the property shall be deemed abandoned and the City may dispose of the same in any manner it deems reasonably appropriate, at Zayo's expense. In the City's sole discretion, it may require Zayo to abandon the facilities in place. In such event, all facilities abandoned in place, that are not otherwise owned by the City, shall Page 4 of 17