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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3.3 CITY sha11 retain legal title ir� the fiber assets thraughout the duration af the IRU, and nothing in this agreement shall convey any legal title to real or personal property, nor shali it create any security interest in said property. CITY represents, warrants and agrees that, for aii purposes, including, without limitation, for purposes of Sectian 541(d) of the Bankruptcy Code, with the granting of the Dark Fiber !RU hereby, CITY transfers its equitable interest in the Dark Fiber ta Customer for the Term and retains any legal title. ARTICLE 4 PAYMENT 4.1 �n cansideration of this agreement for the CITY to grant this IRU ta Customer, Customer agrees ta pay to CITY a non-recurring fee for each Segment as se#forth in Exhibit R ("IRU Fee"}. The IRU Fee is due and payabEe on the executian date of this agreement. 4.2 Also in cansidera#ion of this agreement,far the CITY to grant this IRU to Customer, Customer agrees ta pay #o CITY a recurring annual maintenance fee for each fiber mile as set forth in Exhibit R. 4.3 Tota! prepayment amaunt #or this IRU agreement is set forth in Exhibit A. This advance payment is due upon the execution of this agreement and signed by both parties. 4.4 In addition to the amounts payable under Sectians 4.3, Customer shall pay directly or reimburse CITY for all other sums, casts, fees and expenses incurred to camplete any additional work requested in writing by Customer rela#ed to this Rgreement including, but not limited ta, hand hole placement, conduit wark, or splicing. Far any such additional work, CITY will propose the scape of wark and cost to the Customer and mutually work with the Custamer on the final design and cost of such work. 4. 5 If Customer fails to make any payment under this Agreement when due, then, in addition to such sum and to any other rights and remedies that CITY may have, Customer shall pay tnterest on sueh unpaid amaunt at the interes# Ra#e defined and set forth in Exhibit A. Customer's obligatian to pay any amounts under this Agreement shall not be subject to any rights af set-off, counterclaim, deduction, defense or other right that Custamer may have against CITY or any other Person. ARTIC�E 5 CONFIGURATlON OF THE FIBER SYSTEM 5.1 CITY shall have full and complete control and respansibility for determining any routing configuratians of the Fiber System. CITY may route the Dark Fiber #hrough any CITY facility in its reasonable discretion. Each Party shall have full and complete control and respansibility for determir�ing network and senrice configurations or designs, re-grooming, rearrangement or canso�idation af channels or circuits and all related func#ions with regard ta the use of that Party's fiber. b