R2023-05 Resolution Authorizing an Intergovernmental Indefeasible Right of Use Agreement and Associated Sales Order with the Illinois Department of Innovation and Technology to Obtain Unused Fiber from the City of Decatur Fiber Network

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to the Fiber System, the right to encumber the Fiber System in any manner, or the right to use any other portion of the Fiber System, except as expressly set forth herein. 3.3 CITY shall retain legal title in the fiber assets throughout the duration of the IRU, and nothing in this agreement shall convey any legal title to real or personal property, nor shall it create any security interest in said property. CITY represents, warrants, and agrees that, for all purposes, including, without limitation, for purposes of Section 541(d) of the Bankruptcy Code, with the granting of the Dark Fiber IRU hereby, CITY transfers its equitable interest in the Dark Fiber to Customer for the Term and retains any legal title. ARTICLE 4 PAYMENT 4.1 In consideration of this agreement for the CITY to grant this IRU to Customer, Customer agrees to pay to CITY a non-recurring fee for each Segment as set forth in Exhibit A ("IRU Fee"). The IRU Fee is due and payable upon receipt of an invoice from the CITY after execution of this agreement. 4.2 Also in consideration of this agreement,for the CITY to grant this IRU to Customer, Customer agrees to pay to CITY a recurring annual maintenance fee for each fiber mile as set forth in Exhibit A. 4.3 Total payment amount for this IRU agreement is set forth in Exhibit A. 4.4 In addition to the amounts payable under Sections 4.3, Customer shall pay directly or reimburse CITY for all other sums, costs, fees, and expenses incurred to complete any additional work requested in writing by Customer related to this Agreement including, but not limited to, hand hole placement, conduit work, or splicing. For any such additional work, CITY will propose the scope of work and cost to the Customer and mutually work with the Customer on the final design and cost of such work which will be incorporated in a mutually agreed upon written agreement subject to all applicable laws including but not limited to the State of Illinois Procurement Code (30 ILCS 500). ARTICLE 5 CONFIGURATION OF THE FIBER SYSTEM 5.1 CITY shall have full and complete control and responsibility for determining any routing configurations of the Fiber System. CITY may route the Dark Fiber through any CITY facility in its reasonable discretion. Each Party shall have full and complete control and responsibility for determining network and service configurations or designs, re-grooming, rearrangement or consolidation of channels or circuits and all related functions with regard to the use of that Party's fiber. 5.2 Customer specifically acknowledges that Customer is responsible for all engineering, design, and construction work on the Customer side of each Connecting Point, in 6