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RESOLUTION NO.50 SERIES 2007 A RESOLUTION APPROVING THE ASSIGNMENT OF A NONEXCLUSIVE RIGHT- OF-WAY USE AGREEMENT WITH RICOCHET NETWORKS, INC. TO CIVITAS WIRELESS SOLUTIONS, LLC WHEREAS, the City entered into a Nonexclusive Right-of--Way Use Agreement (the "Agreement") with Ricochet Networks, Inc. (Ricochet) dated December 18, 2002; and WHEREAS, the Agreement grants to Ricochet certain rights to use parts of the public rights-of--way and abandoned radios, as described in the Agreement; and WHEREAS, Section 10 of the Agreement provides that the Agreement may not be assigned by Ricochet without the express writl:en consent of the City; and WHEREAS, Ricochet and C'ivitas Wireless Solutions, LLC (Civitas), have advised the City that Civitas has purchased Ricochet's network and operations for the greater Denver metropolitan area; and WHEREAS, Civitas has agreed in writing in the consent to assignment attached hereto that it will assume all of Ricochet's obligations under the Agreement; and WHEREAS, Ricochet and Civitas have requested that the City approve the transfer of the Agreement from Ricochet to Civitas, effective July 31, 2007; and WHEREAS, the City is willing to approve the assignment of the Agreement from Ricochet to Civitas on the condition that the assignment shall not have the effect of releasing Ricochet from any liabilities accruing prior to the assignment hereunder. NOW, THEREFORE, BE ][T RESOLVED BY THE CITY COUNCIL OF THE CITY OF LOUISVILLE, COLORADO: 1. The proposed consent to assignment of the Nonexclusive Right-of--Way Use Agreement, City of Louisville, Dated as of December 18, 2002, by and between the City of Louisville and Ricochet Networks, Iric., as may have been amended and/or restated to date, is hereby approved in essentially the same fornn as the copy of such consent accompanying this Resolution, on the condition that the assignment shall not have the effect of releasing Ricochet from any liabilities accruing prior to the effective date of'such assignment. 2. The Mayor is hereby authorized to execute the consent on behalf of the City Council of the City of Louisville, except that the Mayor is hereby granted the authority to negotiate and approve such revisions to said consE;nt as the Mayor determines are necessary or desirable for the protection of the City, so long as the essential terms and conditions of the consent are not altered.