Res 2011-121 - Laserfiche WebLink

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Agreement may be approved by the City Manager of Grantee without further City Council ordinance in the following circumstances: (i) an assignment or transfer to entities that control, are controlled by, or are under common control with Grantor, or (ii) the acquisition of all or substantially all of Grantor's assets in the San Marcos market by reason of a merger, acquisition or other business reorganization. In order to effect an assignment of this IRU Agreement as listed in (i) and (ii) above without City Council approval, the Grantor must provide the Grantee's City Manager a notice of assumption acceptable to the Grantee's City Manager which contractually binds the purchasing or acquiring party to meet all the obligations of this IRU Agreement. Any such consent by the grantee shall not be unreasonably withheld. Additionally, Grantor may mortgage or grant a security interest in this IRU Agreement and the System, and may assign this IRU Agreement and the System to any Mortgagees or holders of security interest, including their successors or assigns (collectively "mortgagees "), provided such Mortgagees' interests in this IRU Agreement are subject to all of the terms and provisions of this IRU Agreement. In such event, Grantee shall execute such consent to financing as may reasonably be required by Mortgagees. 15.1 Right to Subcontract. Grantor may subcontract for testing, maintenance, repair, restoration, relocation, or other operational and technical services it is obligated to provide hereunder or may have the underlying facility owner or its contractor perform such obligations, but Grantor in any event shall remain fully and directly liable to Grantee for the performance or non - performance of such services and obligations. 15.2 Binding Effect. This IRU Agreement shall be binding upon and inure to the benefit of the Parties hereto, their successors and assigns. SIGNATURES APPEAR ON THE FOLLOWING PAGE