10B Action 2011 0606 - Laserfiche WebLink

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will disclose to OSlsoft any conditions now known or later discovered that could affect the suitability of the Property for OSIsoft's use. 1.1.3 Project. The Project will consist of installation of OSlsoft's fiber optic facilities within existing City Conduit, which is currently occupied by City owned and managed fiber optic wiring and related facilities. The particular sections and area of Conduit, as well as the exact configuration and location of OSlsoft's proposed facilities within the Conduit will be the subject of the License or other agreement. 1.1.4 Development Costs: Design Review. OSIsoft will be responsible for all Project costs, including without limitation all design, development, and construction costs and the cost of all improvements, if any. The License will specify the schedule for OSlsoft's submission and City review of design and construction drawings and plans. 1.1.5 Development Schedule. The License will include a schedule describing the anticipated dates by which OSIsoft shall obtain entitlements, commence construction, and complete the Project. 1.1.6 Business Development Plan and Schedule. The License will include a section or Exhibit that describes how the Project will benefit the City's Economic Development Plan, and/or General Plan. The License will also describe how OSIsoft proposes to allow businesses or other entities access to the Project. 2. OSIsoft's Exclusive Right to Negotiate With City. City agrees that it will not, during the term of this Agreement (the "Term ") directly or indirectly, through any officer, employee, agent, or otherwise, solicit, initiate or encourage the submission of bids, offers or proposals by any person or entity with respect to the acquisition of any interest in City owned conduit or the development of the conduit, and City shall not engage any broker, financial adviser or consultant to initiate or encourage proposals or offers from other parties with respect to the disposition or development of the conduit or any portion thereof. Furthermore, City shall not, directly or indirectly, through any officer, employee, agent or otherwise, engage in negotiations concerning any such transaction with, or provide information to, any person other than OSlsoft and its representatives with a view to engaging, or preparing to engage, that person with respect to the development of the Project or any portion thereof. 3. Term. The Term of this Agreement shall commence on the Effective Date, and shall terminate twelve (12) months thereafter, unless extended or earlier terminated as provided herein. The City Manager is authorized to extend the Term by any additional number of days or months upon the mutual written agreement of the Parties. 4. Relationship of Parties. The Parties agree that nothing in this Agreement shall be deemed or interpreted to create between them the relationship of lessor and lessee, of buyer and seller, or of partners or joint venturers. 3