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2. Service Level Agreement and Further Assurances <br /> a. The District's access to the Licensed Fiber is conditioned on the District's <br /> telecommunications provider executing a license agreement, to include a Service <br /> Level Agreement with the City. At a minimum, the Service Level Agreement will <br /> address the City's response time to interruptions that occur upon any portion of the <br /> Licensed Fiber. <br /> b. The City will provide at the District's request written evidence, in a <br /> form and substance satisfactory to the District, that City has title to the Licensed <br /> Fiber clear of all liens and encumbrances, including but not limited to any mortgage <br /> encumbrances and any option agreements and rights of first refusal recorded <br /> against the Fiber System. City provides written assurance by the City Manager's <br /> signature hereto that the City has already reserved two of the owned strands, <br /> managed and maintained for the District's use pending approval by the City Council. <br /> 3.Additional Terms. <br /> a. Costs. <br /> i. The Parties shall be solely responsible for their own costs to <br /> prepare and review the Agreement, including but not limited to <br /> attorneys' and any consultants' or experts' fees,costs or expenses. <br /> b. Environmental Matters. <br /> i. Each Party shall be responsible for its own environmental analysis <br /> of the approval of the Agreement, including any fees, costs or <br /> expenses related to any remediation. <br /> c. Indemnification. <br /> i. General Indemnity. District agrees to indemnify and hold City <br /> harmless against all risks and costs associated with District operations on the <br /> Licensed Fiber, including but not limited to any copyright, trademark, or <br /> software infringement that may occur due to or over the Licensed Fiber. <br /> ii. Environmental Indemnity. District agrees to indemnify and hold <br /> City harmless for all environmental contamination or damage that may be <br /> caused by District's construction to connect to the Licensed Fiber. <br /> d. Assignees. District shall be prohibited from assigning its interest in <br /> this Agreement to another entity. Notwithstanding the foregoing, it is expressly <br /> understood that District's chosen telecommunications provider will have access to <br /> the Licensed Fiber and will execute a separate license agreement with the City. <br /> 2 <br />