R2018-92 Authorizing an Indeasible Right of Use Agreement and Assocated Sales Order with Millikin University to Obtain Dark Fiber

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"Cable" means the fiber optic cable and the fibers contained therein, including the Dark Fiber, and associated splicing connections, splice boxes, and vaults to be installed by the CITY contractor as part of the Fiber System. "Costs" means actual, direct costs paid or payable in accordance with U.S. generally accepted accounting principles consistently applied and which the CITY (or Customer, for purposes of Section 10.4) utilizes in billing third parties for reimbursable projects, including without limitation the following: (i) internal labor costs, including wages, salaries and benefits, and (ii) other direct costs and out-of-pocket expenses on a pass-through basis (e.g., equipment, materials, supplies, contract services, etc.). "Customer POP" means a point of presence or terminal facility to which Customer has rights in and to, along the Dark Fiber route. "Dark Fiber" means fiber without electronics at the end points to produce and receive light in the fiber. "Dollars" or I" means U.S. dollars. "Events of Force Majeure" For the purpose of this Agreement, "Events of Force Majeure" means neither Party shall be in default under this Agreement if and to the extent that any failure or delay in such Party's performance of one or more of its obligations hereunder is caused by any Events of Force Majeure and such Party's performance of such obligation or obligations shall be excused and extended for and during the period of any such delay: Act of God; fire; flood; fiber, Cable, or other material failures, shortages or unavailability or other delay in delivery not resulting from the responsible Party's failure to timely place orders therefore; lack of or delay in transportation; government codes, ordinances, laws, rules, regulations or restrictions;war or civil disorder; strikes or other labor disputes; or inability to gain access to the Fiber System; or any other cause beyond the reasonable control of such Party. "Impositions" means all taxes, fees, assessment levies, imposts, duties, charges or withholdings of any nature (including, without limitation, ad valorem, real property, gross receipts, franchise, license and permit fees), together with any penalties, fines or interest thereon arising out of the transactions contemplated by this Agreement and/or imposed upon the Fiber System, or any part thereof, by any federal, state or local government or other public taxing authority, including Access Fees. "Interconnection Point" means a location along the fiber path where there is a hand hole but no splice case. "Interest Rate" means the lower of (i) the highest rate permitted by law, or (ii) one and one-half percent (1.5%) per month, compounded monthly(equal to approximately 19.56% per year). "Maintenance Window" or WW" means a prearranged period of time reserved for performing certain work on the Fiber System that may potentially impact traffic. Generally, this will be restricted to weekends, avoiding the first and last weekend of each month and high-traffic weekends. "Party" or"Parties" shall mean City and Customer. 4