HomeMy WebLinkAboutRESOLUTIONS-2015-039-R-154/3/2015
39-R-15
A RESOLUTION
Authorizing the City Manager to Negotiate and Execute a Right -of -Way
Agreement with Unite Private Networks -Illinois, LLC for the
Installation of Dark Fiber Optic Cable
WHEREAS, the City and Unite Private Networks -Illinois, LLC, an Illinois
limited liability company ("UPN") desire to enter into a right-of-way agreement, the City
granting to UPN the right to install and maintain its fiber optic cable and related
equipment (the "Agreement") on public property all within the City of Evanston (the
"Agreement Route"); and
WHEREAS, UPN desires a right-of-way agreement for a term of seven (7)
years and six (6) months with the right to renew upon mutual agreement thereafter for the
Agreement Route, more fully detailed in the Agreement Route attached as Exhibit "1";
and
WHEREAS, the Agreement will be for UPN to construct, reconstruct,
operate, maintain, and repair a dark fiber optic system ("the Dark Fiber System") and to
serve Evanston/Skokie Community Consolidated School District 65 via the fiber optic
system lines more fully detailed in the Agreement Route attached as Exhibit "1"; and
WHEREAS, the installation of the dark fiber optic system requires
attachment of cable to existing utility poles and by boring for underground conduits; and
WHEREAS, the City is willing to grant to UPN the aforementioned
Agreement upon the conditions and representations set forth.
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF
THE CITY OF EVANSTON, COOK COUNTY, ILLINOIS:
39-R-15
SECTION 1: That the City Manager is hereby authorized and directed to
sign, and the.City Clerk is hereby authorized and directed to attest, on behalf of the City
of Evanston, an Agreement for the term of seven (7) years and six (6) months with the
right to renew upon mutual agreement thereafter between the City of Evanston and UPN,
attached hereto as Exhibit "2" and incorporated herein by reference, providing for the
installation dark fiber optic cable in the City.
SECTION 2: That the City Manager or his designee is hereby authorized
and directed to negotiate any additional terms and conditions of the Agreement as may
be determined to be in the best interests of the City.
SECTION 3: That UPN shall, at its cost, record a certified copy of this
resolution, including all Exhibits attached hereto, with the Cook County Recorder of
Deeds, before the City may issue any permits related to the construction or installation
of the utility cabinets on the Subject Property.
SECTION 4: That this resolution shall be in full force and effect from and
after the date of its passage and approval in the manner provided by law.
Eliza0eth B. Tisdahl, Mayor
Attest:
Rodney Gre/ne, Cityer."."lerk WD
Adopted: AT t 1 \ ✓ 2015
—2—
39-R-15
EXHIBIT 1
AGREEMENT ROUTE
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EVANSTONISKOKIESCHOOL DISTRICT65
39-R-15
EXHIBIT 2
AGREEMENT
ME
AGREEMENT
between
UNITE PRIVATE NETWORKS-ILLINOIS, LLC
an Illinois limited liability company
and
CITY OF EVANSTON
An Illinois municipal corporation,
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TABLE OF CONTENTS
Recitals.
Installation of Cable...............................................................
Construction and Maintenance ..............................................
Performance Security.............................................................
Insurance.............................................................................
Indemnification. . ......................................... :.......................
Term........................................................I
Company's Installation of City Fibers. ....
De fault . ..................................................
Remedies..................................................
Removal upon Termination.... ..................
Abandonment of Facilities ........................
Legal Considerations .................................
Notices.....................................................
Assignability .............................................
Binding Effect ..........................................
S everability...............................................
Governing Law .........................................
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AGREEMENT FOR USE OF RIGHT OF WAY
THIS AGREEMENT FOR USE OF RIGHT OF WAY ("Agreement") is made this day
of April, 2015 by and between the City of Evanston, an Illinois municipal corporation (the
"City") and Unite Private Networks -Illinois, LLC, an Illinois limited liability company (the
"Company"). Hereinafter, the City and the Company shall be referred to as the "Parties."
RECITALS
1. The Company has requested permission from City to install fiber optic cable
("Communication Facilities") in the right of way of certain City streets, by attaching said
cable to existing utility poles located in said rights of way, and also by means of
underground installation.
2. The route of the fiber optic cable will be as shown on Exhibit A, attached hereto and
made a part hereof.
The City is willing to allow installation of the Company's fiber optic cable upon the City
right of way under the terms and conditions of this Agreement.
4. The City and Company have the authorization to execute this Agreement as an exercise
of the City's home rule authority and the Company's corporate authority.
The City Council enacted Resolution 39-R-15 on April 13, 2015 to authorize the City
Manager to sign this Agreement.
The purposes, powers, rights, objectives, and responsibilities of the City and Company
under this Agreement are fuLy set forth herein.
NOW, THEREFORE, in consideration of the promises of each of the parties to the
other and the covenants contained_ herein, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, they agree as follows:
Recitals. The recitals are a material part of this Agreement and are incorporated herein
by reference.
2. Installation of Cable. The City hereby grants to the Company the right to install and
maintain its fiber optic cable and related equipment (the "System") in the right of way of
the City along the route described in Exhibit A, subject to the terms of this Agreement.
The City Engineer shall have the authority to approve minor deviations of the route
upon written application of the Company. This grant shall not be considered permission
to provide local telecommunications in the City of Evanston (except nothing in this
Agreement shall impair the Lease and Indefeasible Right of Use of Evanston/Skokie
Community Consolidated School District 65 with respect to the District's Lit or Dark
Fiber Agreements), and the City reserves any and all rights it has under law to require a
franchise for such services to properties located with the City.
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The Company understands and acknowledges that the Company shall obtain all permits
that are required for the installation of the System. In exchange for the Company's
installation of City fiber as described in Section 7, the City shall, for so long as the
System remains within any City Right of Way (ROW), waive the ongoing franchise fee
of 1%, waive the obstruction fee, limit all applicable fees to five hundred dollars
($500.00), for the installation and maintenance of the System within the City ROW. The
Company shall be responsible for any pavement degradation costs resulting from said
System installation and maintenance during the term of this Agreement.
3. Construction and Maintenance.
A. Prior to installation of any cable in the City right of way, the Company shall
submit plans and specifications for =the installation to the City Engineer. The
cable shall be installed in a reasonable manner as approved by the City Engineer.
The plans and specifications shall be provided by the Company to the City not
less than thirty (30) days prior to the commencement of work. The City
Engineer shall specify the portion of the right-of-way upon which the System
may be placed, used and constructed. Communication facilities within the City
rights -of -way shall be constructed, operated, and maintained in conformity with
the provisions of 83 -Ill. Adm. Code Part 305 (formerly General Order 160 of
the Illinois Commerce Commission) entitled "Rules for Construction of Electric
Power and Communication be submitted to the City Engineer for approval
prior to the work being completed. As -built drawings shall be supplied to the
City Engineer within 90 days of completion of the permitted work. The As -built
drawings shall specifically identify where the locations of the actual facilities
de,%riate from the locations approved in the permit. Additionally, the As -built
drawings shall be submitted to the City in an electronic version that is GIS-
compatible.
B. A permit for work in the City right-of-way shall be obtained before any work is
commenced. The Company shall provide any necessary or required traffic
control at its expense. No material shall be stored on the right of way without
the prior written approval of the City Engineer. When such storage is permitted,
all pipe, conduit, wire, poles, cross arms, or other materials shall be distributed
along the right-of-way prior to and during installation in a manner to minimize
hazards to the public or an obstacle to right of way maintenance or damage to
the right-of-way and other property.
C. The System hereafter installed shall be so placed and all work in connection
with such installation shall be so performed as not to interfere with ordinary
travel on the right of way of the City unless specifically authorized by the City
Engineer, or with any water, gas or sewer pipes or other utility conduits or cable
television conduits or wires then in place, or hereafter placed. Company, after
doing any excavating, shall leave the surface of the ground in the same condition
as existed prior to such excavation. All sidewalks, parkways or pavements,
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including driveway approaches, disturbed by said Company shall be restored by
it, and the surface to be restored shall be with the same type of material as that
existing prior to its being disturbed unless otherwise specified by the City
Engineer. In the event that any right-of-way, real property, or fixed
improvement thereon shall become uneven, unsettled, damaged, or otherwise
require restoration, repair or replacement because of such disturbance or
damage of the Company, then the Company shall promptly, but in no event
longer than fourteen {14) days after receipt of notice from the City, and at the
Company's sole cost and expense, restore as nearly as practicable to their former
condition said property or improvement which was disturbed or damaged.
Should adverse weather conditions cause delay in completing the work, the
Company shall promptly nodfy the City immediately upon onset of the delay.
Thereafter, the City Engineer, in his sole discretion, may direct temporary
repairs be made to remain in place until the weather allows permanent repairs to
be installed and the Company shall promptly install said temporary repairs or
extend such time for work completion to a date certain. The date extension shall
take into account the weather conditions and other factors affecting the work.
The Company shall complete the work on or before the date certain. Any such
restoration of the City's right- of -way by the Company shall be made in
accordance with such materials and specification as may from time to time, be
then provided for the ordinance or regulation of the City and to the satsfaction
of the City Engineer. The Company shall notify the City when the work is
completed. If the Company fails to restore the property in accordance with the
above, then the City may, if it so desires, contract with a third party for such
restoration or utilize its own work forces to restore such property. The
Company shall pay the reasonable cost incurred by the City for such restoration
within twenty-one (21) days after the receipt of a written bill for such cost.
D. The City shall have no obligation to mark the location of Company's facilities.
Company acknowledges that it has the opportunity to become a member of the
statewide "One Call" Utility Location system QULIE), and that the Company
agrees that it will become a member as a requirement of this Agreement and
that such a system is designed to alert Company to planned work in the right of
way, so that Company can mark the location of its facilities to avoid damage.
The City shall have no obligation to alert Company to proposed work by itself
or others, other than as a participating member of the JULIE system.
E. Construction operations on rights -of -way may, at the discretion of the City, be
required to be discontinued when such operations would create hazards to
traffic or the public health, safety, and welfare. Such operations may also be
required to be discontinued or restricted when conditions are such that
construction would result in extensive damage to the right of way or other
property.
F. Within one hundred eighty (180) days following written notice from the City,
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the Company shall at its own expense, protect, support, temporarily or
permanently disconnect, remove, relocate, change or alter the position of any
System facilities within the rights of way whenever the corporate authorities
have determined that such removal, relocation, change or alteration, is
reasonably necessary for the construction, repair, maintenance or installation of
any City improvement in or upon, or the operations of the City in or upon, the
rights of way. Within thirty (30) days following written notice from the City, the
Company shall, at its own expense, remove from the rights of way all or any
part of any unauthorized facility or related appurtenances that Company owns,
controls, or maintains within the rights of way. A facility is unauthorized and
subject to removal in the following circumstances:
1) Upon expiration or termination of the permittee's license or franchise,
unless otherwise permitted by applicable law;
2) If the facility was constructed or installed without the prior grant of a
license or franchise, if required;
3) If the facility was constructed or installed without prior issuance of a
required permit; or
4) If the facility was constructed or installed at a location not permitted by
the permittee's license or franchise.
The City retains the right and privilege to cut or move any facilities located
within the rights of way of the City, as the City may determine to be necessary,
appropriate or useful in response to any public health or safety emergency. If
circumstances permit, the municipality shall attempt to notify the Company, if
known, prior to cutting or removing a facility and shall notify the Company, if
known, after cutting or removing a facility.
G. Except as provided it the following Section, the Company shall not spray, inject
or pour any chemicals on or near any trees, shrubs or vegetation in the City for
any purpose, including the control of growth, insects or disease.
H. The Company shall annually provide one or more contact persons who can act
on its behalf in connection with emergencies involving the Company's facilities
in the right of way and a 24-hour telephone number for such persons.
4. Performance Security. Prior to issuance of any permits, the Company shall provide to
the City a surety bond in the amount of seventy-five thousand dollars ($75,000.00). The
surety bond shall be maintained at the seventy-five thousand dollar level throughout the
term of the fiber construction. The surety bond shall be available to the City to satisfy
all claims, liens or other amounts due the City from the Company which arise by reason
of work by the Company, to satisfy and actual damages arising out of a breach of this
franchise agreement, and to satisfy any assessments under this agreement.
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If the surety bond is drawn upon by the City in accordance with the procedures in this
agreement, the Company shall cause the surety bond to be reissued in the full amount
required no later than the later of thirty (30) days after the last withdrawal. Failure to
reissue the surety bond shall be deemed a material breach of the permit.
Nothing in this Agreement shall be deemed a waiver of the normal permit and bonding
requirements generally applicable to persons performing work in the City's right of way
except the waivers provided for in Section 2 of this Agreement.
The surety bond will be partially released in the amount of ninety percent (90%) of the
original amount upon satisfactory completion of the work as described in Exhibit A.
The remaining ten percent (10%) of the surety bond shall remain one year after
completion of project.
5. Insurance. The Company shall, at its own expense, secure and maintain in effect
throughout the duration of this contract, insurance against claims for injuries to persons
or damages to property which may arise from or in connection with the performance of
the work hereunder by the Company, its agents, representatives, employees or
subcontractors. Company acknowledges and agrees that if it fails to comply with all
requirements of this Section 5, the City may void the Agreement after a cure period of
thirty (30) days.
The Company must give to the City Certificates of Insurance identifying the City to be
an Additional Insured for all work done pursuant to this Agreement before City staff
recommends award of the contract to City Council. Any limitations or modifications
on the Certificate(s) of Insurance issued to the City in compliance with this Section that
conflict with the provisions cf Section 5 shall have no force and effect.
After award of the Agreement to the Company, the Company shall give the City a
certified copy(ies) of the insurance policy(ies) evidencing the amounts set forth in this
Section, and copies of the Additional Insured endorsement to such policy(ies) which
name the City as an Additional Insured for all work done pursuant to this Agreement
before Company does any work pursuant to this Agreement. Company's Certificate of
Insurance shall contain a provision that the coverage afforded under the policy(s) will
not be canceled or reduced without thirty (30) days prior written notice (hand delivered
or registered mail) to the Ci y. Company shall promptly forward new certificate(s) of
insurance evidencing the coverage(s) required herein upon renewal of the subject
policies, if applicable.
The policies and the Additional Insured endorsement must be delivered to the City
within two (2) weeks of the request. All insurance policies shall be written with
insurance companies licensed or authorized to do business in the State of Illinois and
having a rating of not less than A-VVII according to the A.M. Best Company. Should
any of the insurance policies be canceled before the expiration date, the issuing
company will mail thirty (30) days written notice to the City. The Company shall
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require and verif•, that all subcontractors maintain insurance meeting all of the
requirements stated herein.
Any deductibles or self -insured retentions must be declared to and approved by the
City. At the option of the City, either the insurer shall reduce or eliminate such
deductibles or self -insured retentions as respects the City, its officers, officials,
employees and volunteers; or the Company shall provide a financial guarantee
satisfactory to the City guaranteeing payment of losses and related investigations, claim
administration and defense expenses.
Contractor shall carry and maintain at its own cost with such companies as are
reasonably acceptable to the City all necessary liability insurance (which shall include as
a minimum the requirements set forth below) during the term of this Agreement, for
damages caused or contributed to by Company, and insuring Company against claims
which may arise out of or result from Company's performance or failure to perform the
services hereunder:
A. Commercial general liability insurance, including premises- operations,
explosion, collapse, and underground hazard (commonly referred to a's "X,"
"C," and "U" coverages) and products -completed operations coverage with
limits not less than:
1) Three million dollars ($3,000,000) for bodily injury or death to each
person;
2) Three million dollars ($3000,000) for property damage resulting
from any one accident; and
3) Five million dollars ($5,000,000) for all other types of liability;
B. Automobile liability for owned, non -owned and hired vehicles with a combined
single Emit of one million dollars ($1,000,000) for personal injury and property
damage for each accident;
C. Worker's compensation with statutory limits; and
D. Employer's liability insurance with limits of not less than five hundred thousand
dollars ($500;000) per employee and per accident.
E. The Parties agree that the insurance requirements in this Section can be met
through a combination of primary and excess or umbrella policies.
Company understands that the acceptance of Certificates of Insurance, policies, and any
other documents by the Cit;7 in no way releases the Company and its subcontractors
from the requirements set forth herein.
Company expressly agrees .o waive its rights, benefits and entitlements under the
"Other Insurance" clause of its commercial general liability insurance policy as respects
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the City. In the event Company fails to purchase or procure insurance as required
above, the parties expressly agree that Company shall be in default under this
Agreement, and that the City may recover all losses, attorney's fees and costs expended
in pursuing a remedy, or reimbursement, at law or in equity, against Company.
6. Indemnification. The Company shall defend, indemnify, and hold harmless the City
and its officers, elected and appointed officials, agents, and employees from any and all
liability, losses, or damages as a result of claims, demands, suits, actions, or proceedings
of any kind or nature, including but not limited to costs, and fees, including attorney's
fees, judgments or settlements, resulting from or arising out of any negligent or willful
act or omission on the part of the Company or Company's subcontractors, employees,
agents or subcontractors during the performance of this Agreement. Such
indemnification shall not be limited by reason of the enumeration of any insurance
coverage herein provided. This provnsion shall survive completion, expiration, or
termination of this Agreement.
Nothing contained herein shall be construed as prohibiting the City, or its officers,
agents, or employees, from defending through the selection and use of their own agents,
attorneys, and experts, any claims, actions or suits brought forth against them. The
Company shall be liable for the costs, fees, and expenses incurred in the defense of any
such claims, actions, or suits. Nothing herein shall be construed as a limitation or
waiver of defenses available to the City and employees and agents, including but not
limited to the Ilinois Local Governmental and Governmental Employees Tort
Immunity Act, 745 ILCS 10/ 1-101 et seq.
At the City Corporation Counsel's option, Company must defend all suits brought upon
all such losses and must pay all costs and expenses incidental to them, but the City has
the right, at its option, to participate, at its own cost, in the defense of any suit, without
relieving Company of any of its obligations under this Agreement. Any settlement of
any claim or suit related_ to this project by Company must be made only with the prior
written consent oa the City Corporation Counsel, if the settlement requires any action
on the part of the City.
To the extent permissible by law, Company waives any limits to the amount of its
obligations to indemnify, defend, or contribute to any sums due under any losses,
including any claim by any employee of the Company that may be subject to the Illinois
Workers Compensation Act, 820 ILCS 305/1 et seq. or any other related law or judicial
decision. The City, however, does not waive any limitations it may have on its liability
under the Illinois Workers Compensation Act, the Illinois Pension Code or any other
statute.
The Company shall be responsible for any losses and costs to repair or remedy work
performed under this Agreement resulting from or arising out of any act or omission,
neglect, or misconduct in the performance of its work or subcontractors' work.
Acceptance of the work by the City will not relieve the Company of the responsibility
for subsequent correction of any such error, omission and/or negligent acts or of its
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liability for loss or damage resulting therefrom.
All provisions of this Section 6 shall survive completion, expiration, or termination of
this Agreement.
7. Term. The term of this Agreement shall be for a period of seven (7) years and six (6)
months from and after the date first set forth above, unless terminated earlier in
accordance with Section 10. This Agreement can be extended upon mutual agreement
of Citq and Company within 60 days prior to the expiration of any term.
8. Company's Installation of City Fibers. The Company agrees to provide twelve (12)
single mode fiber strands to each of the three locations listed below for the exclusive
use of the City at all times ("City Fibers") at no cost to the City. Each location's fiber
run will include locater wire for easy identification and depth measurement. The three
locations to be provnded with City Fibers are as follows:
A. Mason Park, 1600 Ch.irch Street, Evanston, IL;
B. Gibbs -Morrison Cultural Center, 1823 Church Street, Evanston, IL; and
C. Ecology Center, 2024 McCormick Boulevard, Evanston, IL
Company agrees to include splicing and fiber termination, including resources to assist
in the identification of which spare strands from the City's existing network can be
spliced into the new fiber extensions. Company shall ensure City Fibers are properly
working prior to transfer to the City. A cit5,,vide map showing the as -built locations of
the City Fibers shall be provided to the City Engineer showing all facilities including
hand holes that are located within the City right-of-way.
Legal title to the twelve (1) City Fibers at each location shall be held by the City.
Legal title to all property of the City shall remain with the City, and nothing herein shall
be deemed to relinquish City's right, title, interest or control of such property, including
public rights of way.
Company shall provide the City with a one (1) year warranty against the City Fiber's
unacceptable signal loss once the City Fibers have been integrated or spliced into the
City's fiber network.
Company agrees to install the City Fibers by November 15, 2015. If the Company fails
to install City Fibers by November 15, 2015, Company agrees to pay the City five
percent (5%) of monthly gross revenues until installation of the Cite Fibers is finalized.
Company acknowledges and agrees that the aforementioned payment shall not be
deemed to be in the nature of a tax, and shall be in addition to any and all taxes of
general applicability and other fees and charges which do not fall within the definition
of a franchise fee under 47 U.S.C. S 542.
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9. Default— Failure or unreasonable delay by any party to perform any term or provision
of this Agreement for a period of ten (10) days after written notice thereof from
another party shall constitute a default under this Agreement. If the default is of a
nature which is not capable of being cured within sixty (60) days, the cure shall be
commenced within such period, and diligently pursued to completion. The notice shall
specify the nature of the alleged default and the manner in which the default may be
satisfactorily cured. In the event of a default hereunder by any party, each non -
defaulting party shall be entitled to all remedies at both law and in equity.
10. Remedies. Any material violation by the Company, its contractors, or its successors of
the material provisions of this Agreement, shall be cause for the termination of this
Agreement and all rights hereunder, provided again that the City shall first notify the
Company in writing, the condition or act on which the violation is charged, and the
Company shall have sixty (60) days within which to remedy such condition or act, and
provided further, that should the immediate remedy thereof be out of the control of the
Company, the company shall have a reasonable time thereafter to make said correction.
11. Removal upon Termination. Upon termination of the privileges herein granted, by lapse
of time or otherwise, if ordered by the City Engineer, the Company without cost or
expense to the City, shall remove the System herein authorized and restore the public
way to as good a condition as existed prior to such installation and to the reasonable
satisfaction of the City Engineer. In the event of the failure, neglect or refusal of said
Company to remove the System, the City shall have the choice of either performing said
work and charging the cost thereof to the Company or determining that said work shall
be performed by a contractor, and billing the Company for the costs of said contract.
The cost incurred by the City in such system removal shall be properly paid by the
Company within twenty-one-(21) days after a bill for costs is deposited in the mail or
presented to the Company, or the City may proceed against the surety bond of the
Company or pursue any other remedies provided by law.
12. Abandonment of Facilities. Upon abandonment of a facility within the rights -of- way of
the City, the Company shall notify the City within ninety (90) days. Following receipt of
such notice the City may direct the Company to remove all or any portion of the facility
if the City Engineer determines that such removal will be in the best interest of the
public health, safey and welfare. In the event that the City does not direct the Company
to remove it, by _giving notice of abandonment to the City, the Company shall be
deemed to consent to the acquisition, alteration or removal of all or any portion of the
facility by the City or another utility or person.
13. Legal Considerations. The parties recognize, acknowledge and hereby preserve their
respective rights pursuant to the Federal 1996 Telecommunications Act and the Illinois
Simplified Municipal Telecommunications Tax Act (35 ILCS 636/5-1 et. seq.).
Regulations, legal interpretations of the same, and execution of this Agreement is not a
waiver of any rights or obligations thereunder. The parties additionally acknowledge
that if and when the Company begins to furnish dial -tone services originating within the
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City of Evanston the Company will be subject to any 911 surcharge which is currently in
effect or which may hereinafter be amended, which is generally applicable to other
telecommunications service providers with this jurisdiction. The Company shall notify
the City, in writing, at least sixty (60) days prior to providing any such
telecommunications services.
14. Notices. Any notice herein provided to be given shall be deemed properly served if
delivered in writing personality or mailed by registered or certified US Postal Service
Mail, postage prepaid, return receipt requested to the City in care of the:
If to the City: City of Evanston
Attn: City Engineer
2100 Ridge Avenue
Evanston, IL 60201
With a copy to: City of Evanston
Attn: Corporation Counsel
2100 Ridge Avenue, Suite 4400
Evanston, IL 60201
Fax: (847) 448-8093
If to the Company: Unite Private Networks, LLC
Attn: Legal Department
120 S. Stewart Rd.
Liberty, MO 64068
or to such other persons or addresses as either party may from time to time designate
15. Assignability. The Parties agree that this Agreement and the rights granted hereunder
shall inure to the benefit of Company, its successors, and agents. The Company shall
not voluntarily, or, by operation of law, assign, lease, sublease, or otherwise transfer or
encumber all or any part of Company's interest in this Agreement or in the Premises to
any other governmental agency, individual, partnership, joint venture, corporation, land
trust, or other entity without prior written consent of the City, provided, however, that
the Company may assign or transfer the Company's interest in this Agreement to a
person controlling, controlled by or under common control with the Company (an
"Affiliate") upon notice to, but without the City's prior consent; further, provided, that
the Affiliate shall assume and agree to be bound by the terms and conditions of the
Agreement and further that such assignment or transfer to an Affiliate shall not release
the Company from its obligations hereunder without a separate written release by the
City.
Company shall notify the City in writing not less than sixty (60) days prior to any
proposed assignment or transfer of interest in this Agreement. Company shall identify
the name and address of the proposed assignee/transferee and deliver to the City
original or certified copies of the proposed assignment, a recital of assignee's personal
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and financial ability to comply with all the terms and conditions of this Agreement and
any other information or documentation requested by the City. The City shall not
unreasonably withhold the consent to assignment or transfer.
Any attempted assignment or transfer of any type not in compliance with these sections
shall be void and without force and effect.
16. Binding Effect. This Agreement shall be binding on the parties, their successors, heirs
and assigns.
17. Severability. If any provision of this Agreement is invalid for any reason, such
invalidation shall not affect any provision of this Agreement which can be given effect
without the invalid prevision; and, to this end, the provisions of this Agreement are to
be severable.
18. Governing Law. The Parties agree that this Agreement shall be governed by and
interpreted in accordance with the laws of the State of Illinois and that venue for any
disputes shall be Cook County, Illinois.
CITY OF EVANSTON, UNITE PRIVATE NETWORKS
By: By:
Its: Its:
Attest: Attest:
Its: Its:
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