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<br />620\3201326.2 Exhibit B - 2 <br />Agreement. The License Fee shall increase by three percent (3%) upon the one-year <br />anniversary of the effective date of the License Agreement and annually thereafter. <br /> <br />d. This Agreement is for the use of the Licensed Fiber only, subject to the <br />terms and conditions herein. As between the parties, the Licensed Fiber will remain the <br />sole and exclusive property of the City, and nothing contained herein shall be interpreted <br />to give or convey to Common any property right, title or interest in such Licensed Fiber, <br />which will at all times be and remain City’s personal property. <br /> <br />2. Further Assurances. <br /> <br />a. The City will provide at Common's request written evidence, in a form <br />and substance satisfactory to Common, that City has title to the Licensed Fiber and City <br />Fibers, clear of all liens and encumbrances, including but not limited to any mortgage <br />encumbrances and any option agreements and rights of first refusal. City provides <br />written assurance by the City Manager's signature hereto that the City has already <br />reserved two (2) of the strands owned, managed, and maintained by the City for <br />Common’s use pending approval by the City Council. <br /> <br />b. City use its best efforts to maintain the Licensed Fiber and City Fibers in <br />good condition and repair throughout the term of this Agreement such that the Licensed <br />Fiber maintains a reliability rating of at least 99%. City shall not do anything that will <br />disconnect or sever the Licensed Fiber throughout the term of this Agreement and shall <br />provide Common with reasonable prior notice if it will perform any work or other <br />activities that may reduce the effectiveness of the Licensed Fiber more than five (5%). <br />Such notice shall include the dates and times Common should expect a drop in the <br />effectiveness of the Licensed Fiber and the duration of such drops. <br /> <br />3. Additional Terms. <br /> <br />a. Costs. The Parties shall be solely responsible for their own costs to <br />prepare and review this Agreement, including but not limited to attorneys' and any <br />consultants' or experts' fees, costs or expenses. <br /> <br />b. Environmental Matters. Each Party shall be responsible for its own <br />environmental analysis of the approval of the Agreement, including any fees, costs or <br />expenses related to any remediation. <br /> <br />c. Indemnification <br /> <br />(i) General Indemnity. Common agrees to indemnify and hold City <br />harmless against all risks, claims, expenses, liabilities and costs associated with strict <br />liability, negligence or willful misconduct of Common, related to its usage of the <br />Licensed Fiber. This indemnity includes any claims, actions, or costs related to defense <br />317