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Resolution 2014-22
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Resolution 2014-22
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Entry Properties
Last modified
12/19/2023 9:48:55 AM
Creation date
4/16/2014 7:56:04 AM
Metadata
Fields
Template:
City Council Records
Also Known As (aka)
Zayo Group Exchange Agreement and License Fiber Optic Cables and Rights of Way 2014
Doc Type
Resolution
Signed Date
4/15/2014
Ord/Res - Year
2014
Ord/Res - Number
22
Project Name
Communications Fiber Project
Original Hardcopy Storage
7D6
Record Series Code
45.160
Record Series Name
Resolutions
Supplemental fields
Expiration Date
4/14/2034
Test
RES 2014-22
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(B) the execution of this Agreement is not violative of its charter, by -laws or any law, <br />regulation or agreement by which it is bound or to which it is subject; <br />(C) no litigation or governmental proceeding is pending or threatened in writing which might <br />have a material adverse effect on this Agreement, the transaction contemplated by this <br />Agreement or the rights of the Parties hereunder. <br />City represents and warrants that it has full right and authority, including any requisite authority, to <br />perform its respective obligations under this Agreement; <br />17. Indemnification. Zayo shall indemnify and hold harmless the City and its respective officers, <br />agents and employees from and against all Claims, damages, losses, liabilities, remedial actions of any <br />kind, all costs and cleanup actiosns of any kind, and costs arising from its acts or omissions pursuant to <br />this Agreement including without limitation reasonable attorney fees and costs, except to the extent <br />arising from or caused by the negligence or willful misconduct of the City, its officers, employees or <br />agents. It is specifically understood and agreed that nothing in this Agreement shall be construed as an <br />express or implied waiver by the City of its governmental immunity and the limitations on liability which <br />are provided to City, its officers, and employees under the Colorado Governmental Immunity Act, <br />Section 24 -10 -101 et. seq., C.R.S. <br />18. Limitations of Liability. The Parties' liability under this Agreement shall be limited to direct <br />damages incurred. Neither Party shall be liable to the other for special, indirect, consequential or punitive <br />damages resulting from or arising out of this Agreement, or the performance of the work hereunder, <br />including, without limitation, economic loss or loss business or profits or business interruptions, however <br />same may be caused. This limitation shall not apply to any claims arising out of any indemnification <br />obligations under Section 17. <br />19. Default and Termination. <br />(A) Event of Default. Any of the following shall constitute an event of default: (a) Party <br />fails to perform or observe any representation, warranty, covenant, condition or agreement and <br />fails to cure such breach within thirty (30) days after written notice; (b) any representation or <br />warranty made by a Party hereunder or in any other instrument provided to one Party by the other <br />Party proves to be incorrect in any material respect when made; (c) a proceeding under any <br />bankruptcy, reorganization, arrangement of debts, insolvency or receivership law or assignment <br />of benefit of creditors is made by or against the Party; (d) a Party becomes insolvent or fails <br />generally to pay its debts as they become due; or (e) a Party voluntarily or involuntarily dissolves <br />or is dissolved or terminates or is terminated. <br />(B) Remedies. In the event of a default by either Party, the non - defaulting Party shall have <br />the right to exercise any or all of the following remedies to the extent applicable: (a) terminate <br />this Agreement; and (b) disconnect and/or remove the applicable Delivered Facilities and <br />equipment. Upon any such termination, the defaulting Party shall lose the right to use the <br />Delivered Facilities. Any such termination shall in no way affect or alter the validity of this <br />Agreement with respect to the rights granted to the non - defaulting Party hereunder and the non - <br />defaulting Party may continue to use the Delivered Facilities and avail itself of all other rights it <br />receives pursuant to this Agreement; provided, however, that such non - defaulting Party must pay <br />a use fee to the Delivering Party based on current market value for a lease of similar facilities. <br />Additionally, the City may upon thirty (30) days written notice, terminate this Agreement as to <br />any segment of the City Conduit or Right -of -Way that is condemned by lawful exercise of <br />eminent domain or that is conveyed in lieu of an exercise of eminent domain; provided, however, <br />Page 6 of 17 <br />
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