R2018-26 Authorizing an Indefeasible Right of Use Agreement and Associated Sales Order with CIRDC to Obtain Dark Fiber from the City

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ARTICLE 20 TERMINATION Upon termination of this Agreement, the IRU shall immediately terminate and all rights of Customer hereunder to use the Fiber System shall cease, all rights hereunder to the use of the Fiber System shall revert to the CITY, and the CITY shall owe Customer no further duties, obligations or consideration. Customer shall, within thirty (30) days of such termination, remove from any CITY facilities, all Customer property, equipment and materials used in connection with the Dark Fiber. Customer shall accomplish such removal at Customer's sole expense, under CITY'S supervision and in a manner that does not damage the Fiber System. Customer shall be responsible for any damage caused by such removal. If Customer fails to remove its property within such period, the property shall be deemed abandoned and the CITY shall dispose of the same in any manner it deems reasonably appropriate, at Customer's expense. Termination of this Agreement shall not affect the rights or obligations of either Party that have arisen before the date of termination or expiration. ARTICLE 21 ASSIGNMENT AND TRANSFER RESTRICTIONS 21.1 Subject to Section 21.2 below, Customer may not transfer or assign all or any part of its interest under this Agreement, or delegate any duties, burdens, or obligations arising hereunder, without the CITY'S consent, which consent may be given or withheld in CITY'S sole and absolute discretion. A transfer or assignment in violation of this Article 21 shall constitute a material breach of this Agreement. 21.2 Notwithstanding the arrangements permitted under this Article 21, Customer acknowledges and agrees that Customer shall not sell, lease, IRU or otherwise transfer any interest in the Dark Fibers to a third party. The Parties understand and agree that the CITY would not have entered this Agreement but for the provisions in this section 21.2. ARTICLE 22 REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGMENTS 22.1 By execution of this Agreement, each Party represents and warrants to the other: (a) That the representing Party has full right and authority to enter into and perform this Agreement in accordance with the terms hereof and thereof, and that by entering into or performing this Agreement, the representing Party is not in violation of its charter or bylaws, or any law, regulation or agreement by which it is bound or to which it is subject; (b) That the execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate action,that the signatories for such Party hereto are authorized to sign this Agreement, and that the joinder or consent of any other party, 17