Common Network Dark Fiber Network Agreement

Home

Common any property right, title or interest in such Licensed Fiber, which will at all times be and remain City's personal property. 2. Further Assurances. a. The City will provide at Common's request written evidence, in a form and substance satisfactory to Common, that City has title to the Licensed Fiber and City Fibers, clear of all liens and encumbrances, including but not limited to any mortgage encumbrances and any option agreements and rights of first refusal. City provides written assurance by the City Manager's signature hereto that the City has already reserved two (2) of the strands owned, managed, and maintained by the City for Common's use pending approval by the City Council. b. City shall use its best efforts to maintain the Licensed Fiber and City Fibers in good condition and repair throughout the term of this Agreement such that the Licensed Fiber maintains a reliability rating of at least 99%. City shall not do anything that will disconnect or sever the Licensed Fiber throughout the term of this Agreement and shall provide Common with reasonable prior notice if it will perform any work or other activities that may reduce the effectiveness of the Licensed Fiber more than five (5%). Such notice shall include the dates and times Common should expect a drop in the effectiveness of the Licensed Fiber and the duration of such drops. Additional Terms. a. Costs. The Parties shall be solely responsible for their own costs to prepare and review this Agreement, including but not limited to attorneys' and any consultants' or experts' fees, costs or expenses. b. Environmental Matters. Each Party shall be responsible for its own environmental analysis of the approval of the Agreement, including any fees, costs or expenses related to any remediation. C. Indemnification (i) General Indemnity. Common agrees to indemnify and hold City harmless against all risks, claims, expenses, liabilities and costs associated with strict liability, negligence or willful misconduct of Common, related to its usage of the Licensed Fiber. This indemnity includes any claims, actions, or costs related to defense of any copyright, trademark, or software infringement that may occur due to or over the Licensed Fiber. (ii) Environmental Indemnity. Common agrees to indemnify and hold City harmless for all environmental contamination or damage that may be caused by Common's usage of the Licensed Fiber. d. Insurance. Prior to commencing any activities under this Agreement, Common shall procure, or cause to be procured, and keep in full force and effect during the life of this Agreement, at Common's sole cost and expense, all of the following types of insurance: Exhibit B - 2 620\3201326.5