Resolution 2014-22 - Laserfiche WebLink

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become the property of the City, and Zayo shall execute and deliver to the City a bill of sale conveying to the City, for no further consideration, all such facilities 11. Maintenance. From and after the date hereof, the maintenance of the City Conduit and the Zayo- Installed Conduit shall be provided in accordance with the maintenance requirements and procedures set forth in Exhibit C. 12. Taxes. Zayo shall be responsible for obtaining all Underlying Rights, licenses, permits, and other necessary governmental approvals and shall timely pay any and all taxes and franchise license and permit fees (collectively "Taxes ") based on the physical location and occupation of its system and/or the Delivered Facilities and/or construction thereof in, on, across, along or through public or private roads, highways or rights -of -way. Zayo shall be responsible for paying any Taxes assessed against it for its use of the Delivered Facilities during the Term of this Agreement or any Renewal Term thereof (including taxes or fees based upon revenue derived from the Delivered Facilities). 13. Waiver of Compliance. Failure of either Party to enforce or insist upon compliance with any of the terms or conditions of this Agreement shall not constitute a waiver or relinquishment of any such terms or conditions. To the contrary, the same shall remain at all times in full force and effect. 14. Force Majeure Neither Party shall be in default by reason of any failure or delay in performance of this Agreement of its terms and conditions, or one or more of its obligations hereunder, and such excused Party's performance of such obligation or obligations shall be excused and extended for and during the period of any such delay if such failure arises out of causes beyond the control of the non- performing Party including, but not restricted to, acts of God or nature, including an earthquake, flood or hurricane; acts of Governmental Authority, government codes, ordinances, actions, laws, rules, regulations or restrictions; insurrections, war or civil disorder; fires, floods, accidents; epidemics, quarantines; restrictions; strikes or other labor disputes (other than such excused party's employees); lack of or delay in transportation, freight embargoes, inability to secure raw materials or transportation facilities; failure of a third Person to grant or to recognize an Underlying Right (provided that such excused Party has made timely and reasonable commercial efforts to obtain the same); inability of a Party to obtain access to that Party's Facilities; acts of omissions of other entities or any and all other causes beyond such Party's reasonable control. Such party shall notify the other Party in writing of the existence of the event relied on and the cessation or termination of said Event of Force Majeure, and such Party shall exercise commercially reasonable efforts to minimize the time of any such delay. If an Event of Force Majeure continues for more than ninety (90) days, and if the non - affected Party cannot (i) resolve the matter within such time period or (ii) provide the affected Party with an alternative solution to such matter within the same time period, such alternative solution to be substantially similar in effect to the matter affected by the Force Majeure, the affected Party has the right to terminate this Agreement. 15. Assignment. Zayo may not assign or otherwise transfer this Agreement or its duties and obligations contained in this Agreement without the prior written notice to and written consent of the City, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, neither Party shall be required to obtain the consent of the other for (i) any corporate financing, merger or reorganization or (ii) assignment or transfer of this Agreement or the rights herein granted to any subsidiary, parent company or Affiliate, . This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective permitted successors and assigns. 16. Representations and Warranties. Zayo represents and warrants that: (A) it has full right and authority, including any requisite corporate authority, to perform its respective obligations under this Agreement; Page 5 of 17