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Home My WebLink AboutRESOLUTION NO. 2024-72RESOLUTION NO: �//��K � � � -�, CITY OF FAIRFAX, IOWA A RESOLUTION APPROVING AN AGREEMENT FOR THE LEASING, ASSIGNMENT, OR SALE OF EXISTING DARK FIBER LOCATED IN THE CITY OF FAIRFAX RIGHT OF WAY BY INTERSTATE POWER AND LIGHT COMPANY. Be it Resolved by the City Council of the City of Fairfax, lowa that: The City Council approves the Agreement with Interstate Power and Light Company, a subsidiary of Alliant Energy Corporation. The Mayor is authorized to sign the agreement on behalf of the City of Fairfax. Passed and approved this � day of ( 1 C i�'U �� ,_�)�� -�''� C�� -� MAYOR jv �n„� ��- Attest: � � /� U L �=- C TY CLERK j�/�C�-Su�er (,(� /►�� 5 v� ; � Agreement for the Leasing, Assignment, or Sale of Existing Dark Fiber Facilities Located in the City of Fairfax Right-of-Way by Interstate Power and Light Company THIS AGREEMENT (THE "Agreement"), is entered into by the City of Fairfax ("City" } whose address for the purpose of this Agreement is 300 80th St Ct, Fairfax IA 52228, and Interstate Power and Light Company ("IPL"), a subsidiary of Alliant Energy Corporation, whose address for the purpose of this Agreement is 200 First Street SE, Cedar Rapids, IA 52401. This Agreement will be deemed to be effective (the "Effective Date") on the later of the date that this Agreement is signed by the City or IPL. WHEREAS Authority was granted to IPL to construct, operate, and maintain certain facilities for the transmission and/or distribution of electricity by way of a franchise agreement ("Franchise Agreement") as further described in said Franchise Agreement. WHEREAS As permitted by the Franchise Agreement, IPL constructed certain communication facilities, including but not limited to fiber optic cables and conduit as part of its facilities, all of same constructed and currently existing in the City right of way as part and parcel of IPL's electric distribution system. WHEREAS fiber optic cables are sold in increments of strand counts (12, 24, 36, etc.). Strands that are unused are described as "dark fiber." IPL has such dark fiber. WHEREAS IPL may have unused conduit, or space within certain conduits which would allow for the installation of additional fiber within that same conduit. WHEREAS, IPL has requested permission from the City to lease, sell, or otherwise assign, in whole or in part, dark fiber, conduit, or other related facilities (collectively the "Dark Fiber Facilities") located within the City right of way. NOW THEREFORE, in consideration and in furtherance of the above and foregoing, the Parties agree as follows: Sale/Lease/Assignment of Dark Fiber Facilities. IPL may enter into agreements to lease, sell, or otherwise assign, in whole or in part, those Dark Fiber Facilities to third-parties, consistent with the following terms: a. If said third party(ies) utilizes said Dark Fiber Facilities in such a manner that will not disturb the right of way nor result in the installation or construction of any additional infrastructure within the City right of way, using the Dark Fiber Facilities in the City of Fairfax merely as a pass through, said third-party would have no obligation or requirement to work with and/or to receive any authorization or permits from the City of Fairfax. b. The agreement between IPL and the third-party shall not grant, or portray to grant, to the third-party: 1) the right to disturb the right of way, or 2) authority to provide services to residents of the City without having to secure any permits, authorizations, certifications, franchises, or franchise agreements required by the City. No agreement between IPL and any third party will bind the City to any specific terms and/or requirements with regard to the use of City right of way by said third party. At no time shall the leasing/sale/assignment of Dark Fiber Facilities in any way impact services provided to the City of Fairfax under the franchise granted to IPL by the City of Fairfax. Notice. Upon notice, the City may request the identity and contact information of any third party with whom IPL has engaged in a transfer and IPL wili provide the requested Information to the City within thirty (30) days. Indemnity. IPL, its successors and assigns shall indemnify, and hold the City free and harmless from all damages to the extent arising from the negligent acts or omissions of IPL in the erection or maintenance of its systems. NOTWITHSTANDING THE FOREGOING, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR SPECIAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES IN CONTRACT, TORT, WARRANTY, STRICT LIABILITY, OR OTHERWISE. Rights Cumulative. The various rights, powers, options, elections and remedies of either party, provided herein shall be construed as cumulative and no one of them as exclusive of the others, or exclusive of any rights, remedies or priorities allowed by either party by law, and shall in no way affect or impair the right of either party to pursue any other equitable or legal remedy to which either party may be entitled. Notices and Demands. Notices as provided for herein shall be given to the respective parties hereto at the respective addresses designated on page one hereof unless either party notifies the other, in writing, of a different address. Without prejudice to any other method of notifying a party in writing or making a demand or other communication, such message shall be considered given under the terms hereof when sent, addressed as above designated, postage prepaid, by certified mail deposited in a United States mailbox. Provisions to Bind and Benefit Successors and Assigns. Each and every covenant and agreement herein contained shall extend to and be binding upon the respective successors and assigns of the parties. Construction. Words and phrases herein, including acknowledgment hereof, shall be construed as in the singular or plural number, and as masculine, feminine or neuter gender according to the context. Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of lowa (without giving effect to the laws of such state in relation to choice of laws) with venue in the lowa District Court in and for Linn County lowa, unless otherwise agreed to by the parties. Electronic Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimile copies, electronic scans and photocopies of the parties' signatures to this Agreement shall be valid and enforceable to the same extent as original signatures, and the parties hereby waive any requirement that the original signatures be produced as a condition of proving the validity of, or otherwise enforcing, this Agreement. Entire Agreement; Modifications; Severability; Interpretation. The Recitals set forth at the beginning of this Agreement are hereby incorporated by reference and made a part hereof. This Agreement represents the entire agreement between the parties as to the subject matter hereof and may not be orally amended, modified, superseded or canceled, It being specifically understood that any of the terms, covenants, representations, and conditions hereof may only be amended by written instrument executed by the parties. This Agreement integrates all of the terms and conditions mentioned herein or incidentai hereto and supersedes all negotiations or previous agreements between the parties or the predecessors in interest with respect to all or any part of the subject matter hereof. The provisions hereof are severable, and if any one or more provisions may be determined to be unenforceable in whole or in part by a court of competent jurisdiction, the remaining provisions shall nevertheless be binding and enforceable if and to the extent that the economic and legal substance of the transactions contempiated is not materially adversely affected in any matter as to any party and shall be construed and enforced so as to effectuate the intent of this Agreement, including the wholly or partially unenforceable provision, to the maximum extent legally permitted. The parties acknowledge that they are entering into this Agreement voluntarily, with a full understanding of its terms, and having had the opportunity to consult with legal counsel. IN WITNESS WHEREOF, City and IPL have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date. City of FairFax Interstate Power and Light Signature: r� �%�✓� i��'-��- Signature: � By: �� R�,� �e��- By: Title: �,�t� Title: Date: i �i"-� �U� � Date: