R2019-149 Resolution Authorizing an Indefeasible Right Of Use Agreement and Associated Sales Order with Decatur Public School District #61 to Obtain Dark Fiber from the City Of Decatur Fiber Network

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. �.. not limit CITY'S ability ar right to pursue a claim for damages to equipment or facilities caused by Customer and in na event shall this provision authorize Customer to access a Fiber System manhole, hand hole or other eiement of the Fiber System. 10.5 Unless otherwise agreed ta in writing by the Parties, nothing in this Agreement shall obligate C1TY to maintain Customer's aptronic, electrical, optical or other equipment, all of which are the obligation and responsibility af Customer. 1 q.6 Neither Pariy shall adjust, remove, relacate, align or attempt ta repair the other Party's equipment except as expressly autharized in advance in writing by the othe�Party. Each Party will be liable for any loss or damage to the other Party's equipment arising from that party's negligence, intentional act, unauthorized maintenance. ARTICLE 11 PERMITS� RE�4CATION 11.1 Subject to the terms and provisions of this Agreement, CITY shall use commercially reasonable efforts to obtain and maintain during the Term, certain rights af way and other agreements which are necessary for the use of the Fiber Systern by the CITY in accordance with this Agreement. 11.2 If, after the Acceptance Date with respect to any Segment, CITY is required (i} by a third party with lega)authority#o so require or(ii)by an act of nature(including,without limitation, erosion, earthquakes, flood, sinkhale, etc.}, {iii} or if Customer agrees, to relacate any portion of the Fiber System, with respect to such Segment, including any of the facilities used ar required in providing the IRU, CITY shall proceed with such relocation, including withou# limitation, the right, in good faith, to reasonably determine the extent af, the timing of, and methods to be used for such relocation; provided that any such relocation sha{! incorpora#e fibers meeting or exceeding the specificatians of the Dark Fiber. In the event of any such relocation, CITY shall use commercially reasonabfe effarts to minimize any service interruptions. 11.3 CITY shall notify Customer in writing of Customer's Proportionate Share of the Costs of relocation. If Cus#omer consents to the relocatian, then Customer shall be responsible for its Proportionate Share of the Costs of relocation, which will be invoiced to Customer by CITY. If Customer does not consent, then it shall terminate this Ag�eement with respect to the Dark Fiber that requires relocation, and Customer shall have no further payment obligations with respect to it effective 30 days after Customer provides GTY notice. ARTICE�E 12 OPERATION AND USE OF THE FIBER SYSTEM 12.1 Custamer represen#s, warrants and covenants that it will use the Dark Fiber in compliance with and subject ta ail applicable government cades, ordinances, laws, rules and regulatians. Notwi#hstanding anyfihing to the contrary cantained herein, Customer sha#1 secure, prior to#he IRU Effec#ive Date with respect to each Segment and maintain in full force and effect 10