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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Initiai Payment with respect to such Segment, and the CITY shail have na #u�ther duties or obligations hereunder with respect to such Segment. ARTICLE 20 TERMINATI4N Upon termination 4f this Agreement, the IRU shal! immediately terminate and a!l rights of Customer hereunder ta use the Fiber System shali cease, aif rights hereunder to the use of the Fiber System shall reuert to the CITY, and the CITY shall owe Customer no further duties, obligations ar consideratian. Cus#omer shalE, within thirty {30} days of such termina#i�n, remove from any CITY facilities, all Customer property, equipment and materials used in cannection with the Dark Fiber. Custamer shall accomplish such removal at Customer's sale expense, under CITY'S supenrision and in a manner that does not damage the Fiber System. Customer shall be respansible far any damage caused by such removal. If Customer fails #o remoue its propert}r within such periad, the properky shall be deemed abandoned and the CiTY shail dispose of the same in any manner it deems reasonably apprapriate, at Customer's expense. Termination c�f this Agreement shall not affect the rights ar obligations af either Party that have arisen be#are the date af terminatian or expiration. ARTIC�E 21 ASSIGNMENT AND TRANSFER RESTRlGTk{7NS 21.1 Subjec#to Section 21.2 below, Customer may not transfer or assign all or any part of its interest under this Agreement, ar delegate any duties, burdens, ar obligations arising hereundsr, without the CITY'S consent, which consent may be given or withheld in CITY'S sole and absolute discretian. A transfer ar assignment in violatian of this Article 21 shall constitute a material breach af this Agreement. 21.2 Natwithstanding the arrangements permitted under this Article 21, Custamer acknowiedges and agrees that Customer shall not sell, lease, IRU or otherwise transfer any interest in the Dark Fibers ta a third parly. The Parties understand and agree that the CiTY wauld not have entered this Agreement but for the pravisians in this section 21.2. ARTICLE 22 REPRESENTATIflNS WARRANTIES AND ACKNOWL.EDGMENTS 22.1 By execution of#his Agreement, each Party represents and warrants to the other: {a) That the representing Party has full right and authority to enter into and perfarm this Agreement in accordance with the terms hereaf and thereof, and that by entering into 17