resolution r2021-05€¦ · university and with the local business company dekalb fiber optics...

RESOLUTION R2021-05

WHEREAS, DeKalb County Government, in partnership with Northern Illinois University and with the local business company DeKalb Fiber Optics (DFO), created a business plan to build and operate a county-wide fiber-optic network that would benefit public entities and expand economic development opportunities throughout the County, and

WHEREAS, funding for such a project was not readily available on the local level so outside grant money was sought with DeKalb County Government applying for both Federal and State grants, and

WHEREAS, DeKalb County Government was awarded a Broadband Technology Opportunities Program (BTOP) Grant (#NT10BIX5570030) from the U.S. Department of Commerce’s “National Telecommunications and Information Administration” (NTIA) under the American Recovery and Reinvestment Act of 2009, and

WHEREAS, the purpose of the grant was to provide broadband communications services, including the operation of a high speed, large capacity, fiber-optic network primarily for Community Anchor Institutions (CAI’s) including government, healthcare organizations, schools and not-for-profit entities as well as un-served and under-served areas, and

WHEREAS, DeKalb County Government has now been operating this grant-funded, high speed, large capacity, fiber-optic network, known locally as the “DeKalb Advancement of Technology Authority” (DATA) for several years, and

WHEREAS, the local company “Syndeo Networks, Inc.” (who acquired DeKalb Fiber Optics) is currently providing service to commercial entities under the terms of an existing agreement with DeKalb County Government and has continued to expand into areas beyond the grant-funded network, and

WHEREAS, various private-sector companies are now finally offering competitive services and prices that makes it difficult for a government entity to match with infrastructure updates and dynamic pricing, and

WHEREAS, DeKalb County desires to ensure the long-term sustainability of the DATA fiber optic network that ensures cost-competitive services for local public entities and continues to foster economic development and has determined that the best way to accomplish that goal would be to divest of infrastructure and associated liabilities and allow the private sector to better meet the original goals set-forth when a county-wide fiber optic network was first considered;

NOW, THEREFORE, BE IT RESOLVED that the DeKalb County Board does herebyauthorize the County Board Chair to sign the attached agreement between DeKalb CountyGovernment and Syndeo Networks, Inc., including all ancillary documents so incorporated,which will allow for the transfer of assets and liabilities of the County's fiber optic networkknown as "DATA" and acknowledges that (1) the County will continue to enjoy free fiberservices via Syndeo Networks, Inc. throughout the anticipated life of the fiber network at currentlevels of service and with allowances for future growth, and (2) that this agreement onlybecomes effective and operative upon the approval of the National Oceanic and AtmosphericAdministration (NCAA), an agency under the United States Department of Commerce and (3)that should NCAA require changes pertinent to DeKalb County Government to this agreement,the Chair is further authorized to approve those changes with the concurrence of the DeKalbCounty State's Attorney and the County Administrator.

PASSED AT SYCAMORE, ILLINOIS, THIS 20TH DAY OF JANUARY, 2021 A.D.

ATTEST: SIGNED:

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iyJL. -J(An Frieders ■' v- •.DeKalb County Bo4rd-Chairman . tn :

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Control # DCGSN2021-C

01/01/2021 DATA Asset Transfer Agreement Page 1 of 82

DATA ASSET TRANSFER AGREEMENT

THIS ASSET TRANSFER AGREEMENT (“Agreement”) is made this 20th day of January, 2021, by and between The County of DeKalb, Illinois, ("DCG"), a governmental entity and SYNDEO NETWORKS, INC. an Illinois corporation, ("Syndeo") (DCG and Syndeo each a “Party” or collectively, the “Parties”).

RECITALS:

WHEREAS, DCG is a Governmental Entity and DCG was awarded BTOP grant NT10BIX5570030 from the U.S. Department of Commerce National Telecommunications and Information Administration (NTIA) under the American Recover and Reinvestment Act of 2009 (The Grant) to provide broadband communications services (“Services”), including the operation of a high speed, large capacity, fiber-optic network primarily for Community Anchor Institutions (CAI’s) including government, healthcare organizations, schools and not-for-profit entities;

WHEREAS, DCG has been operating the grant funded, high speed, large capacity, fiber-optic network as DeKalb Advancement of Technology Authority (DATA) (“Grant Network Fiber”);

WHEREAS, Syndeo is currently providing service to commercial entities under the terms of an existing agreement with DCG and has continued to expand into areas beyond the “Grant Network Fiber”;

WHEREAS, DCG desires to ensure the long-term sustainability of the “Grant Network Fiber” and ensure cost-competitive service for CAI’s currently serviced under the terms of The Grant;

WHEREAS, DCG desires to assign or transfer the use of such facilities and equipment to Syndeo so that Syndeo can continue to provide and maintain the Services;

NOW, THEREFORE, in consideration of the mutual premises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Preamble; Preliminary Recitals. The preamble and preliminary recitals set forth aboveare by this reference incorporated in and made a part of this Agreement.

2. Transfer of Assets. Subject to the terms and conditions of this Agreement, as of theClosing Date, as defined below, DCG shall assign, transfer, convey or deliver to Syndeo, and Syndeo shall acquire from DCG, free and clear of all encumbrances of other than security interests held by the NTIA, all of DCG’s rights, title and interest in, to and under, all of the assets, equipment, tangible property and rights identified below (“Transferred Assets”):

a. Capitalized Equipment, as described more fully on Schedule 1 and as transferred to Syndeoin accordance with the Bill of Sale substantially in the form included and attached to thisAgreement Exhibit A. (Security Interest List)

b. Capitalized Equipment, as described more fully on Schedule 2 and as transferred to Syndeoin accordance with the Bill of Sale substantially in the form included and attached to thisAgreement Exhibit B. (Unsecured List)



c. "Incidental Assets" means the following intangible property deemed assignable and consented to by any third party, if necessary: all right, title and interest of DCG, if any, under leases of real and personal property and equipment, insurance policies, service agreements or arrangements with vendors, goodwill and other intangible property related to the Services.

d. Broadband Services Agreements between DCG and all current CAI’s.

e. IRU, dark fiber, or any other agreements with third parties related to the Grant Network Fiber.

DCG shall make copies of the agreements covered hereunder available to Syndeo for inspection and review prior to the execution of this Agreement by both parties. From the date of receipt by Syndeo, it shall have ten (10) business days to conduct a review of all such Agreements covered hereunder as part of its due diligence. Syndeo shall have the right to decline to sign this Agreement should it disapprove of any or all of the agreements provided hereunder during the aforementioned ten (10) business day due diligence period.

3. Excluded Assets. The Transferred Assets do not include any property or assets of DCG not described in Section 2 and, notwithstanding any provision to the contrary contained in Section 2 or elsewhere in this Agreement.

4. Compensation for Transferred Assets. In lieu of payment for the Transferred Assets, Syndeo agrees, as of the Closing Date through September 30, 2048, subject to the terms and conditions of this Agreement, to perform certain service obligations as defined in Schedule 3 to and for the benefit of DCG, as described on Schedule 3. Assumption of Liabilities.

As of the Closing Date, Syndeo shall assume and agree to pay, discharge or perform, as appropriate, all liabilities and obligations of DeKalb County in regard to the subject assets and fiber network, including, but not limited to the following (the "Assumed Liabilities") See Exhibit C.

a. All obligations and special award conditions under NTIA Grant NT10BIX5570030 and all terms and conditions under the BTOP program including the timely filing of the Uniform Commercial Code (UCC) forms with the appropriate authorities

b. All obligations to CAI’s for any services, including but not limited to, lit services, dark fiber, and Internet access under existing DATA contracts with DCG

c. All obligations to DeKalb County Government, for any services, including but not limited to, lit services, dark fiber, metro services and Internet services under Syndeo’s new DATA contract with DCG listing current services and detailed in Schedule 3 as to potential free services in the future,

d. All obligations to CAI’s for the pre-existing offer to amend or extend their DATA agreement by September 1, 2021 to add 1Gbps of internet connectivity free of charge through the termination date of the amended or extended contract (5 years), whichever the customer chooses. Syndeo is obligated to confirm the appropriate person at each DATA CAI has received the offer by April 1, 2021. Should Syndeo or its’ successor use a name other than DATA the comparable offer, under the new name, is still applicable through September 1, 2021.



e. All obligations to Illinois Fiber Ventures (IFV) relating to their 2013 IRU with OSF Healthcare System (OSF), presuming the NTIA approved, of IFV’s IRU with OSF, which included segments of DCG’s grant fiber.

f. All claims in regard to the placement and/or compensation for placement of fiber and other network appurtenances.

g. Co-Location Agreement between DCG and DNA Communications

h. License to Install Fiber Optic Line between DCG & DeKalb Housing Authority

i. Fiber Activation Agreement between DCG & City of Sandwich

j. Indefeasible Right to Use Fiber (IRU) between DCG & DFO

k. Indefeasible Right to Use Fiber (IRU) Amendment #1 between DCG &DFO

l. Right of First Refusal Agreement between DCG & DFO

m. Fiber Locating, Maintenance, Repair and Relocation Agreement (LMRR) between DCG and DeKalb Fiber Optic ("DFO")

n. Fiber Locating, Maintenance, Repair and Relocation Agreement (LMRR) Addendum #1 between DCG & DFO

o. Syndeo Networks, Inc Master Service Agreement (MSA) between Syndeo Networks, Inc. and DCG

p. IRU between Syndeo and DCG for fiber from DeKalb City Hall to DeKalb Police Department, Proposal DATA - COD PD 2019 #1191

q. IRU between Syndeo and DCG for DATA fiber from DeKalb County History Center to DATA Handhole, Proposal DATA – History Center IRU #826

r. Any other contracts/IRUs prior to January 1, 2021 between Syndeo and DCG relating to DCG paying any amount for fiber maintenance and/or use of the fiber

s. All obligations under any other signed contract with DCG by an entity utilizing the Grant Network Fiber

5. Covenants of the Parties. The Parties hereby covenant and agree as follows: a. Each Party is duly authorized to enter into this Agreement and by doing so it is not violating

any statute, rule, regulation or decree;

b. Until the Closing Date, DCG shall use its best efforts to maintain its current relationships with vendors and others having relationships with DCG in connection with the Transferred Assets.

c. Until the Closing Date, except as otherwise permitted or contemplated by this Agreement, DCG shall conduct its business and all transactions with respect to the Transferred Assets, only in the usual and ordinary course of conduct consistent with DCG's past procedures;



d. Until the Closing Date, DCG shall make no sale of assets other than in the ordinary course of DCG's past procedures;

e. Until the Closing Date, the Parties shall cooperate and use all commercially reasonable efforts to prepare and transmit all necessary documentation to effect all necessary applications, notices, petitions, filings and other documents necessary to effect the transfers contemplated by this Agreement.

6. Conditions Precedent. Each Party’s obligation to complete the closing of this Agreement is conditioned upon each of the following:

a. Consent of all necessary federal entities for transfer of the assets.

b. Consent of the DeKalb County Board.

c. No suit, action or other proceeding shall be pending before any court which seeks to restrain or prohibit or to obtain damages or other relief in connection with this Agreement or the consummation of the transactions contemplated by this Agreement.

7. Closing. The consummation of the transactions contemplated by this Agreement shall be completed at a closing to be held on a mutually agreeable date within ten business days of obtaining the last required approval or consent, as enumerated below (“Closing Date”).

On or before the Closing Date, DCG shall deliver the following documents to Syndeo:

a. A Bill of Sale for the Capitalized Equipment subject to a Federal Security Interest substantially in the form included and attached to this Agreement as Exhibit A;

b. A Bill of Sale for the Capitalized Equipment not subject to a Federal Security Interest substantially in the form included and attached to this Agreement as Exhibit B;

c. Fully executed copies of the assignment and assumption agreements substantially in the form included and attached to this Agreement as Exhibit C.

d. Fully executed copies of the Standard Addendum to DeKalb County Contracts substantially in the form included and attached to this Agreement as Exhibit D.

e. Such other documents as may be reasonably requested by Syndeo in connection with the consummation of the transactions contemplated by this Agreement.

On or before the Closing Date, Syndeo shall deliver to DCG the following documents:

a. Copies, certified by the appropriate governmental official of the State of Illinois as of a date not more than ten (10) days prior to the Closing Date, of its articles of incorporation and all amendments thereto, if applicable.

b. A secretary's certificate in the form satisfactory to DCG’s counsel relating to incumbency and corporate proceedings authorizing the transactions contemplated by this Agreement;

c. Such other documents as may be reasonably requested by DCG in connection with the consummation of the transactions contemplated by this Agreement.



8. Delivery and Condition of the Transferred Assets. As of the Closing Date, DCG shallbe deemed to have fully and completely transferred to Syndeo all rights, title and interest, if any, in, as well as possession, custody and control of, the Transferred Assets. DCG shall not be liable or responsible for any liabilities or obligations of any kind or nature whatsoever arising out of, under, or related to the Transferred Assets from and after the Closing Date. As of the Closing Date, Syndeo agrees that it is acquiring and shall take possession of the Transferred Assets in their AS IS, WHERE IS condition and acknowledges that it has previously been given the opportunity to and has conducted such investigations and inspections of the Transferred Assets as it has deemed necessary or appropriate for the purposes of this Agreement. Within five (5) business days of the execution of this Agreement by both parties, DCG shall provide an inventory of all Transferred Assets to Syndeo. Within ten (10) business days after receipt of such inventory, DCG shall make available for investigation and inspection those physical Transferred Assets by Syndeo at times and locations mutually agreeable to the parties. If for whatever reason, those Transferred Assets are not made available during this period, the parties agree to extend this period out to reasonably accommodate such investigations and inspections as deemed necessary to fulfill Syndeo’s due diligence. Syndeo shall have the right to terminate this Agreement based upon its investigation and inspection of the physical Transferred Assets within three (3) business days following the inspection period set forth herein.

9. Termination. If either DCG or Syndeo, acting in good faith and without willful andwanton conduct constituting deliberate non-performance or frustration of performance, fails to make the required deliveries as of the Closing Date or fails to adhere to the covenants provided in Paragraph 5, above; or if the any of the conditions precedent provided for in Paragraph 6, above, fails to be met, then either Party shall have the right to terminate this Agreement and thereupon this Agreement shall be null and void and of no legal effect whatsoever. If so terminated, each Party hereto shall suffer their own losses, costs, expenses or damages arising out of, under or related to this Agreement.

10. Post-Closing Activities of Syndeo. Syndeo, its principals, owners or assigns, shall bepermitted as of the Closing Date to engage in the operation of a fiber network and shall not be enjoined by DCG from engaging in any such activity under any name other than that of “Syndeo Networks, Inc.”, “DeKalb County” or any variation thereon. To the extent it should become necessary for Syndeo to move the Capitalized Equipment after the Closing Date, it shall do so at its own expense.

11. Notices. Any notice required or permitted by this Agreement shall be in writing andeffectively delivered for all purposes if delivered personally, by overnight delivery service or by United States mail, certified mail, postage prepaid, return receipt requested:

If delivered to DCG, to: Sheila Santos, Information Management Office Director DeKalb County Government 200 North Main St. Sycamore, IL 60178

with a copy to: DeKalb County State’s Attorney 133 West State St Sycamore, IL 60178



If directed to Syndeo, to: Amit Patel, CEO Syndeo Networks, Inc. 320 Cardinal Dr #300, St. Charles, IL 60175

with a copy to: Chris Cosentino The Cosentino Law Firm, LLC 801 E. Main Street St. Charles, IL 60174 EM: [email protected]

All notices shall be deemed delivered upon receipt.

12. Survival. The representations, warranties and covenants contained herein shall survive theexecution and delivery of this Agreement and Closing.

13. Brokers. Syndeo and DCG each acknowledge that neither Party has engaged, consentedto, and authorized a broker to act on its behalf in connection with the transactions contemplated by this Agreement and there is no such broker entitled to a fee from the sale proceeds flowing to DCG in connection with this Agreement.

14. Amendment and Modification. This Agreement may be amended, modified orsupplemented only by written agreement of the Parties.

15. Severability. Any provision of this Agreement that shall be prohibited or unenforceableshall be deemed ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof.

16. Entire Agreement. This Agreement sets forth all of the promises, covenants, agreements,conditions and undertakings between the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and undertakings, inducements or conditions, express or implied, oral or written.

17. Governing Law/Choice of Venue. This Agreement shall be governed by and construedin accordance with the laws of the State of Illinois. Should suit need to be commenced to enforce this Agreement or any of the obligations or covenants arising hereunder, the Circuit Court of DeKalb County, Illinois shall have exclusive jurisdiction there over.

18. Headings, Exhibits. The headings used in this Agreement are for convenience only andshall not be used to limit or construe the contents of any of the sections of this Agreement. All lettered Exhibits are attached to and by this reference made a part of this Agreement.

19. Binding Effect. This Agreement shall be binding upon and inure to the benefit of theParties hereto, their successors and assigns.

mailto:[email protected]



DATA ASSET TRANSFER AGREEMENT

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date and year first written above.

SYNDEO NETWORKS, INC. DEKALB COUNTY GOVERNMENT

By: Amit Patel By: John Frieders

Its: President Its: County Board Chairman

_________________________________ _________________________________ Amit Patel John Frieders

Date: ____________________________ Date: ____________________________ 01/20/2021


SCHEDULE 1

LIST OF CAPITALIZED EQUIPMENT SUBJECT TO SECURITY INTEREST

01/01/2021 DATA Asset Transfer Agreement – Schedule 1 Page 8 of 82


SCHEDULE 1

LIST OF CAPITALIZED EQUIPMENT SUBJECT TO SECURITY INTEREST



SCHEDULE 2

LIST OF CAPITALIZED EQUIPMENT NOT SUBJECT TO SECURITY INTEREST



SCHEDULE 2




SCHEDULE 2



Vendor Serial Number Description Juniper JN107FC5EEFA MX240 PREMIUM BNDL W/ REDUNDANTPERP COMPONENTS DC

PWR Juniper JN107FC8EADJ MX240 PREMIUM BNDL W/ REDUNDANTPERP COMPONENTS DC

PWR Juniper JN109FC55ADE MX240 PREMIUM BNDL W/ REDUNDANTPERP COMPONENTS DC

PWR Juniper JN104FC2DEF4 MX240 PREMIUM BNDL W/ REDUNDANTPERP COMPONENTS DC

PWR Juniper JEP5A10DR EX4600 24SFP+/SFP PORTS 4QSFP+ PERP 2 EXPANSION SLOTS

RED FANS, 2AC PS Juniper JEP8D05EF EX4600 24SFP+/SFP PORTS 4QSFP+ PERP 2 EXPANSION SLOTS

RED FANS, 2AC PS Juniper M3S105070 MIC3-3D-10XGE-SFPP - MX 10G Cards Juniper M3S105010 MIC3-3D-10XGE-SFPP - MX 10G Cards Juniper M3S106002 MIC3-3D-10XGE-SFPP - MX 10G Cards Juniper M3S106078 MIC3-3D-10XGE-SFPP - MX 10G Cards Juniper M3S1E4008 MIC-3D-20GE-SFP-E - 1G Cards Juniper M3S1E4009 MIC-3D-20GE-SFP-E - 1G Cards Juniper M3S1E4340 MIC-3D-20GE-SFP-E - 1G Cards Juniper M3S1E4680 MIC-3D-20GE-SFP-E - 1G Cards



SCHEDULE 3

OBLIGATIONS OF SYNDEO NETWORKS, INC

As compensation for the DCG assets transferred pursuant to this Agreement, Syndeo makes the following commitments: Free Use of Fiber

For the useful life of the fiber, as defined hereto, Syndeo will provide DCG with free fiber connections/access/membership/maintenance to use resources such as dark fiber (including IRUs), Internet Service, lit services and metro circuits/services, under the provisions listed for each category. The free connection/access/membership/maintenance to use fiber will apply to future resources that become available through Syndeo’s fiber as technology advances through the years. To clarify there will be no fees for DCG right to use Syndeo or its’ successor’s fiber. Should tax be assessed in the future on dark fiber services, DCG will be responsible for the fair market assessment of any tax liabilities.

Dark Fiber Services

For the useful life of the fiber, as defined hereto, Syndeo will provide dark fiber connections between existing DCG facilities and future DCG facilities owned, rented, or funded by DCG, within the definition above, under the following provisions:

• Syndeo will provide a quote to extend Syndeo owned fiber from the nearest handhole or network access point to the facility (Z-Location). Such quote shall be inclusive of all installation, termination, and splicing to integrate the Z-Location into the Syndeo fiber network.

• DCG shall have the option of accepting Syndeo’s quote or contracting for 3rd party installation of the extension fiber. Syndeo may at Syndeo’s option accept such 3rd party fiber into the Syndeo Network. Should Syndeo choose not to accept such fiber, DCG shall be responsible for all maintenance, locating, and relocation of such fiber.

• DCG will receive a minimum of 2 dark fiber strands between A-Location and Z-Location

• DCG will receive a maximum of 6 dark fiber strands per route (grant restriction) between A-Location and Z-Location

• Maximum fibers are subject to availability of fibers (not in use) in any route/path between A-Location and Z-Location and excludes reserved fiber for future use

• DCG reserves the right to request maps and supporting documentation showing all possible fiber routes/paths have been in use under non-disclosure agreement. Syndeo will notify DCG in the event that a requested map and supporting documentation is subject to a 3rd party non-disclosure agreement

• DCG agrees not to extraordinarily encumber fibers without reasonable cause o DCG requires 2 dark fiber strands for DCG facilities with minimal use to

connect to DCG’s network.



o DCG requires 4 dark fiber strands, 2 per route with 2 routes as diverse aspossible, for DCG facilities with more than minimal use to connect to DCG’snetwork, such as the Legislative Center, Community Outreach Building andHighway Department

o DCG requires additional dark fiber, following the provisions, for specialconnections between network core sites, such as a separate connection forDCG’s Virtual Servers

o DCG may require additional dark fiber, following the provisions, for specialconnections, such as the Sheriff’s Digital Patrol network

o DCG requires 4 dark fiber strands, 2 per route with 2 routes as diverse aspossible, for DCG Radio Tower Sites used for public safety

o DCG requires 4 dark fiber strands, 2 per route with 2 routes as diverse aspossible, for connections between public safety entities within DeKalb Countyshould DCG be responsible for the connections rather than DeKalb CountyETSB.

• Current DCG Facilities Utilizing Dark Fibero Sycamore Campus, 200 N Main St, Sycamore, IL 60178o Public Safety Building, 150 N Main St, Sycamore, IL 60178o Health Facility Campus, 2500 N Annie Glidden Rd, DeKalb, IL 60115 to

Sycamore Campuso Highway Facility, 1826 Barber Greene Rd, DeKalb, IL 60115 to Sycamore

Campuso Highway Department, 215 E Lincoln Hwy, Waterman, IL 60556 to Highway

Facilityo Page St Facility, 202 East Page, Sycamore, IL 60178 to Sycamore Campuso Russell Woods, 11750 State RT 72, Genoa, IL 60135 to Sycamore Campuso DeKalb County History Center, 1730 N Main St, Sycamore, IL 60178 to

Sycamore Campuso All DCG radio tower locations as the radio network is being redesigned and

tower locations are in a state of flux (public safety; radio communication)Below are the anticipated locations:

Description PIN Latitude Longitude

Sheriff's Office Current Tower 06-32-280-021 41.9889473 -88.6833887

North Tower (Gene Lane) 01-28-100-011 42.0936838 -88.8995667

Miller Road Tower 11-33-400-003 41.805776 -88.7778197

Sandwich Tower 19-25-476-013 41.6474096 -88.6068511

o Gateway Drive Tower, 2235 Gateway Drive, Sycamore, IL 60178 (radiobackhaul)



o Kishwaukee Community College, 21193 Malta Rd, Malta, IL 60150 to Public Safety Building (public safety; fire dispatch)

o Northwestern Medicine Kishwaukee Hospital, 1 Kish Hospital Drive, DeKalb, IL 60115 to Gateway Drive Tower (public safety; radio backhaul)

o Handhole North-West corner of Route 23 and West Exchange Street (Turner Vault) – DCG shall have a perpetual easement to utilize the Turner vault for the purposes of interconnecting DCG owned buildings in the Sycamore Campus. The Entities will coordinate jointly labeling and identifying all DCG cables passing through or being utilized to provide DCG services.

Internet Services

For the useful life of the fiber, as defined hereto, Syndeo will provide free Internet Service to DCG Facilities utilizing the fiber, under the following provisions:

• DCG will designate which two location(s) are to be provided with the free Internet Service

• 1 Gbps service, well beyond DCG’s current needs, is to be provided to designated location(s) as of 2021 and will continue to increase appropriately as technology advances through the years

• DCG will pay reasonable costs to interconnect to fiber beyond Syndeo’s network, should a backup Internet connection be requested via Syndeo

• Should a tax be levied on Internet Services, DCG shall be liable for the tax on the fair market value of services rendered

Lit Services

For the useful life of the fiber, as defined hereto, Syndeo will provide DCG with free lit services to local governmental entities within Syndeo’s network within DeKalb County, under the following provisions:

• DCG will pay reasonable costs when interconnecting to third parties using fiber beyond Syndeo’s network, should the third party charge a connection fee

• Current DCG Facilities Utilizing Lit Services to other entities: o DeKalb County Public Safety Building, 150 N Main St, Sycamore, IL 60178 to

Illinois Century Network (LEADS) o Sheriff Sub-Station, 215 E Lincoln Hwy, Waterman, IL 60556 to Public Safety

Building (public safety; digital patrol system) o DeKalb Police Department - 700 W Lincoln Hwy, DeKalb, IL 60115 to Public

Safety Building (public safety; radio) o Cortland Police Department - 250 Halwood St, Cortland, IL 60112 to Public

Safety Building (public safety; Sheriff’s databases and/or LEADS) o Sandwich Police Department - 308 E College St, Sandwich, IL 60548 to Public

Safety Building (public safety; Sheriff’s databases)



o DeKalb County Clerk, 110 E Sycamore St, Sycamore, IL 60178 to ICN / Illinois Board of Elections (elections; State’s databases)

• Should a tax be levied on Lit Services, DCG shall be liable for the tax on the fair market value of the services rendered

Metro Circuits/Services

For the useful life of the fiber, as defined hereto, Syndeo will provide DCG with free access to Metro Circuits/Services to local governmental entities within Syndeo’s network within DeKalb County or to Syndeo for ISP/VoIP services, under the following provisions:

• DCG will pay reasonable costs to interconnect through third parties beyond Syndeo’s network, if the third party charges a fee that is applicable to the specific DCG connection

• Current DCG Facilities Utilizing a Metro Circuit/Service o Health Facility Campus, 2500 N Annie Glidden Rd, DeKalb, IL 60115 to

Sycamore Campus

• Should a tax be levied on Metro Circuits/Services, DCG shall be liable for the tax on the fair market value of the services rendered

Future Services

For the useful life of the fiber, as defined hereto, Syndeo will provide DCG with free services to local governmental entities within Syndeo’s network within DeKalb County, under the following provisions:

• As technology continues to develop, there may be some future type of service that has not been specified within this document. The goal is for DCG to receive free connections over the fiber no matter what the service is called/named/referred to over time.

• DCG will pay reasonable costs when interconnecting to third parties using fiber beyond Syndeo’s network, should the third party charge a connection fee

• Syndeo shall not be required to undertake network upgrades exclusively for the benefit of DCG without reasonable compensation

• DCG shall be liable for any tax if required on the fair market value of future services

Useful Life of Fiber DCG’s anticipated useful life of the fiber is beyond the industry’s standard. DCG would likely use the fiber until it is necessary to replace it, especially where two diverse paths are in use. Whereas IT companies refer to useful life with a specified amount of time. For the purpose of this agreement, a 35-year useful life from the latest date of acquisition on UCC filings for fiber assets, which was September 30, 2013, will become the starting date. Which means September 30, 2048 is the designated end of the useful life of the fiber.

Control # DCGSN2021 -C

EXfflBITA

BILL OF SALE

For good and valuable consideration, receipt of which is hereby acknowledged, the undersigned,DeKalb County Government ("DCG"), hereby assigns, conveys and transfers over unto SYNDEONETWORKS, ESfC. ("SYNDEO"), all of its right, title and interest, if any, in and to the capitalizedequipment described and included on the attached Schedule 1 ("LIST OF CAPITALIZEDEQUIPMENT SUBJECT TO SECURITY INTEREST").

THE TRANSFERRED ASSETS ARE BEING TRANSFERRED "AS-IS, WHERE-IS" WITH

NO WARRANTIES OR REPRESENTATIONS WHATSOEVER, EXCEPT AS EXPRESSLYPROVIDED IN THE ASSET TRANSFER AGREEMENT BETWEEN DEKALB COUNTY

GOVERNMENT AND SYNDEO, DATED AS OF JANUARY 20, 2021.

IN WITNESS WHEREOF, the undersigned has caused this Bill of Sale to be executed as of the20th day of January, 2021.

DEKALB COUNTY GOVERNMENT

By: John Frieders

Its: County Board Chairman

ATTEST

By: Douglas J.Johnson, DeKalb. Clerk

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01/01/2021 DATA Asset Transfer Agreement - Exhibit A Page 31 of 82


EXHIBIT B

BILL OF SALE

For good and valuable consideration, receipt of which is hereby acknowledged, the undersigned,DeKalb County Government ("DCG"), hereby assigns, conveys and transfers over unto SYNDEONETWORKS, INC. ("SYNDEO"), all of its right, title and interest, if any, in and to the capitalizedequipment described and included on the attached Schedule 2 ("LIST OF CAPITALIZEDEQUIPMENT NOT SUBJECT TO SECURITY INTEREST").

THE TRANSFERRED ASSETS ARE BEING TRANSFERRED "AS-IS, WHERE-IS" WITH

NO WARRANTIES OR REPRESENTATIONS WHATSOEVER, EXCEPT AS EXPRESSLYPROVIDED IN THE ASSET TRANSFER AGREEMENT BETWEEN DEKALB COUNTY

GOVERNMENT AND SYNDEO, DATED AS OF JANUARY 20, 2021.

IN WITNESS WHEREOF, the undersigned has caused this Bill of Sale to be executed as of the20th day of January, 2021.

DEKALB COUNTY GOVERNMENT

By: John Frieders

Its: County Board Chairman

ATTEST

By: Douglas J. Johnson, DeKalb County Clerk

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01/01/2021 DATA Asset Transfer Agreement - Exhibit B Page 32 of 82


EXHIBIT C

ASSIGNMENT AND ASSUMPTION AGREEMENT

01/01/2021 DATA Asset Transfer Agreement – Exhibit C Page 33 of 82

Assumption of NTIA Grant Agreement

• Syndeo will assume all liabilities from the NTIA grant NT10BIX5570030, includingspecial award conditions.

Assumption of DATA Agreements

• All obligations to Community Anchor Institutions (CAIs) for any services, including butnot limited to, lit services, dark fiber, and Internet access under existing DATA contractswith DCG, Attachment 1

• In lieu of payment for the Transferred Assets, all obligations to DeKalb CountyGovernment, for any services, including but not limited to, lit services, dark fiber, metroservices and Internet services under Syndeo’s new DATA contract with DCG listingcurrent services and detailed in Schedule3 as to potential free services in the future,Attachment 2

• All obligations to CAI’s for the pre-existing offer to amend or extend their DATAagreement by September 1, 2021 to add 1Gbps of internet connectivity free of chargethrough the termination date of the amended or extended contract (5 years), whicheverthe customer chooses. Syndeo is obligated to confirm the appropriate person at eachDATA CAI has received the offer by April 1, 2021. Should Syndeo or its’ successor usea name other than DATA the comparable offer, under the new name, is still applicablethrough September 1, 2021, Attachment 3

• All obligations to Illinois Fiber Ventures (IFV) relating to their 2013 IRU with OSFHealthcare System (OSF), presuming the NTIA approved, of IFV’s IRU with OSF, whichincluded segments of DCG’s grant fiber.

• All claims in regard to the placement and/or compensation for placement of fiber andother network appurtenances.

• Co-Location Agreement between DCG and DNA CommunicationsExecuted August 25, 2011; expires December 31, 2021, Attachment 4

• License to Install Fiber Optic Line between DCG & DeKalb Housing AuthorityExecuted December 28, 2018; expires December 31, 2024, Attachment 5

• Fiber Activation Agreement between DCG & City of SandwichExecuted July 2, 2015; expires June 21, 2035, Attachment 6

• Indefeasible Right to Use Fiber (IRU) between DCG & DFOExecuted November 29, 2010; expires November 28, 2109, 99-Year IRU


EXHIBIT C



• Indefeasible Right to Use Fiber (IRU) Amendment #1 between DCG & DFOExecuted June 7, 2011; expires November 28, 2109

• Right of First Refusal Agreement between DCG & DFOExecuted June 11, 2011; expires November 28, 2109

• Fiber Locating, Maintenance, Repair and Relocation Agreement (LMRR) between DCGand DeKalb Fiber Optic ("DFO")Executed December 11, 2014; expires December 31, 2018

• Fiber Locating, Maintenance, Repair and Relocation Agreement (LMRR) Addendum #1between DCG & DFOExecuted February 14, 2017; expires December 31, 2018

• Syndeo Networks, Inc Master Service Agreement (MSA)Executed July 8, 2020; expires July 7, 2023

• IRU between Syndeo and DCG for fiber from DeKalb City Hall to DeKalb PoliceDepartment, Proposal DATA - COD PD 2019 #1191Executed December 3, 2019; 20-Year IRU

• IRU between Syndeo and DCG for DATA fiber from DeKalb County History Center toDATA Handhole, Proposal DATA – History Center IRU #826Executed September 28, 2018; 20-Year IRU

• Any other contracts/IRUs prior to January 1, 2021 between Syndeo and DCG relating toDCG paying any amount for fiber maintenance and/or use of the fiber


EXHIBIT C



THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Agreement”), dated as of January 20, 2021, is by and between DEKALB COUNTY GOVERNMENT (“Seller”) and SYNDEO NETWORKS, INC. (“Buyer”).

WHEREAS, Seller and Buyer have entered into that certain Asset Transfer Agreement, dated as of January 20, 2021 (the “Transfer Agreement”), pursuant to which, among other things (i) Seller has agreed to sell, assign, transfer, convey and deliver to Buyer, and Buyer has agreed to purchase, acquire and accept from Seller, all of Seller‘s right, title and interest in and to the Transferred Assets (as defined in the Transfer Agreement), and (ii) Buyer has agreed to assume the Assumed Liabilities (as defined in the Transfer Agreement) and pay, perform and discharge the Assumed Liabilities; and

WHEREAS, this Agreement is contemplated by Section 5(a) of the Transfer Agreement;

NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Definitions. All capitalized terms used in this Agreement but not otherwise defined hereinare given the meanings set forth in the Transfer Agreement.

2. Assignment and Assumption. Effective as of the Closing, Seller hereby sells, assigns,transfers, conveys and delivers to Buyer all of Seller’s right, title and interest in and to the Transferred Assets. Buyer hereby purchases, acquires and accepts the Transferred Assets, and Buyer hereby assumes and agrees to pay, perform and discharge all of the Assumed Liabilities.

3. Terms of the Transfer Agreement. The terms of the Transfer Agreement, including, butnot limited to, the representations, warranties, covenants, agreements and indemnities relating to the Transferred Assets and the Assumed Liabilities are incorporated herein by this reference. The parties hereto acknowledge and agree that the representations, warranties, covenants, agreements and indemnities contained in the Transfer Agreement shall not be superseded hereby and that Seller makes no representations or warranties with respect to the rights and obligations assigned and assumed hereby except as specifically set forth in the Transfer Agreement. In the event of any conflict or inconsistency between the terms of the Transfer Agreement and the terms hereof, the terms of the Transfer Agreement shall control.

4. Governing Law. This Agreement shall be governed by and construed in accordance withthe internal laws of the State of Illinois without giving effect to any choice or conflict of law provision or rule (whether of the State of Illinois or any other jurisdiction).


EXHIBIT C



5. Further Assurances. Subject to Sections 7 and of the Transfer Agreement, each of theparties hereto shall execute and deliver, at the reasonable request of the other party hereto, such additional documents, instruments, conveyances and assurances and take such further actions as such other party may reasonably request to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement.

[Signature page(s) follow]


EXHIBIT C



IN WITNESS WHEREOF, the undersigned have caused this Assignment and Assumption Agreement to be executed by its duly authorized representative with the intent that it be effective as of the date set forth above.

SYNDEO NETWORKS, INC. DEKALB COUNTY GOVERNMENT

By: Amit Patel By: John Frieders

Its: President Its: County Board Chairman

_________________________________ _________________________________ Amit Patel

Date: ____________________________ Date: ____________________________ 01/20/2021


01/01/2021 DATA Asset Transfer Agreement – Exhibit D Page 38 of 82

EXHIBIT D

STANDARD ADDENDUM TO DEKALB COUNTY CONTRACTS (3/26/2018) BELOW IS REVISED VERSION PER SYNDEO/DCG (12/31/2020)

The Terms and Conditions found herein are incorporated by reference into any and all contracts and agreements entered into with DeKalb County, Illinois (including all elected officials, departments and affiliates) and its vendors, contractors, subcontractors and other such providers of services and materials (hereinafter collectively referred to as “Vendor”). These Terms and Conditions are fully binding upon Dekalb County and Vendor just as if they were fully set forth in the body of the Vendor’s agreement or contract (hereinafter “Master Agreement”) and shall supersede any term, provision or condition found elsewhere in the Master Agreement that is in conflict with these Terms and Conditions. The Master Agreement and this Addendum are hereinafter referred to collectively as the “Agreement”.

1. Payment Terms. Payment shall be made in accordance with the Illinois Local Government Prompt Payment Act, as amended (50 ILCS 505/1 et seq.).

2. Compliance with State and Federal Laws. Vendor agrees to comply with all applicable federal, state and local laws and regulatory requirements and to secure such licenses as may be required for its employees and to conduct business in the state, municipality, county and location applicable. Such obligation includes, but is not limited to, environmental laws, civil rights laws, prevailing wage and labor laws.

3. Non-Discrimination. Vendor, its officers, employees, and agents agree not to commit unlawful discrimination and agree to comply with all applicable provisions of the Illinois Human Rights Act, Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act, the Age Discrimination in Employment Act, Section 504 of the Federal Rehabilitation Act, and all other applicable rules and regulations.

4. Certification of Non-Violation. Syndeo certifies that Syndeo, its parent companies, subsidiaries, and affiliates are not barred from entering into this Agreement as a result of a violation of either 720 ILCS 5/33E-3 or 5/33E-4 (bid rigging or bid rotating) or as a result of a violation of 820 ILCS 130/1 et seq. (the Illinois Prevailing Wage Act). Syndeo further certifies by signing the Contract documents that it, its parent companies, subsidiaries, and affiliates have not been convicted of, or are not barred for attempting to rig bids, price-fixing (or attempting to fix prices) as defined in the Sherman Anti-Trust Act and Clayton Act. 15 U.S.C. § 1 et seq.; and has not been convicted of, or barred for bribery or attempting to bribe an officer or employee of a unit of state or local government or school district in the State of Illinois in that officer or employee’s official capacity. Nor has Syndeo made an admission of guilt of such conduct that is a matter of record, nor has any official, officer, agent, or employee of the company been so convicted nor made such an admission.



5. Conflict of Interest. Both parties affirm no DeKalb County officer or elected official has a direct or indirect pecuniary interest in Syndeo or this Agreement, or, if any DeKalb County officer or elected official does have a direct or indirect pecuniary interest in Syndeo or this Agreement, that interest, and the procedure followed to effectuate this Agreement has and will comply with the Public Officer Prohibited Activities Act (50 ILCS 105/3).

6. FOIA. Contract documents are considered public records subject to the exceptions of disclosure as provided for in the Illinois Freedom of Information Act (5 ILCS 140/1, et seq.). As such, Syndeo agrees to respond to any requests by the County to provide FOIA responsive documentation within two (2) days of receiving a request from DeKalb County to do so. Syndeo understands and accepts that such contract documents and/or agreements cannot be kept confidential unless provided for under FOIA.

7. Termination. This Agreement may be terminated by DeKalb County upon written notice delivered to Vendor at least thirty (30) calendar days prior to the effective date of termination. No additional payments, penalties and/or early termination charges shall be required upon termination of the Agreement.

8. Non-Appropriation. In the event DeKalb County is in default under the Agreement because funds are not appropriated for a fiscal period subsequent to the one in which the Agreement was entered into, which are sufficient to satisfy all or part of the County’s obligations under this Agreement during said fiscal period, the County agrees to provide prompt written notice of said occurrence to Vendor. In the event of a default due to non-appropriation of funds, either party has the right to terminate the Agreement upon providing thirty (30) days written notice to the other party. No additional payments, penalties and/or early termination charges shall be required upon such termination of the Agreement other than those normally accruing charges for the thirty (30) days after notice is given.

9. Change Orders. No change order, including a field condition change order can be made where the total contract value (or subcontract value) is increased to more than 50% of the initial contract price. In such case, the new or increased value goods or services must be submitted for competitive bidding pursuant to the Public Works Contract Change Order Act (50 ILCS 525/5).

In accordance with 720 ILCS 5/33E-9, should a change order, or a series of change orders to any public contract, result in an increase or decrease in contract cost by a total of more than $10,000.00 or increase or decrease the time of completion by a total of thirty (30) days or more, then prior to the authorization of such change order(s), the appropriate department head must provide a determination in writing that (1) the circumstances said to necessitate the change in performance were not reasonably foreseeable at the time the contract was signed, or (2) the change is germane to the original contract as signed, or (3) the change order is in the best interest of DeKalb County and authorized by law. Such written determination and the resulting change order(s) shall then be kept in the contract’s file held by DeKalb County and Vendor.



10. Notice. Any notice required or permitted to be given pursuant to this Agreement shall be duly given if sent by fax, certified mail, or hand delivery and received

If delivered to DCG, to: Sheila Santos, Information Management Office Director DeKalb County Government 200 North Main St. Sycamore, IL 60178 with a copy to: DeKalb County State’s Attorney 133 West State St Sycamore, IL 60178 If directed to Syndeo, to: Amit Patel, CEO Syndeo Networks, Inc. 300 Cardinal Dr #110, St. Charles, IL 60175 with a copy to: Chris Cosentino The Cosentino Law Firm, LLC 801 E. Main Street St. Charles, IL 60174 EM: [email protected] All notices shall be deemed delivered upon receipt.

11. Choice of Law and Venue. This Agreement shall be construed in accordance with the law and Constitution of the State of Illinois and if any provision is invalid for any reason such invalidations shall not render invalid other provisions which can be given effect without the invalid provision. The parties agree that the venue for any legal proceedings between them shall be the Circuit Court of DeKalb County, Twenty-Third Judicial Circuit, State of Illinois. Any mandatory arbitration (binding or otherwise) or mediation clause in the Master Agreement is hereby stricken.

12. Severability. If any part, term, or provision of the Agreement is held to be illegal or unenforceable, the validity and enforceability of the remaining parts, terms, and provisions of this Agreement shall not be affected, and each party’s rights shall be construed and enforced as if the Agreement did not contain the illegal or unenforceable part, term, or provision.

13. Waiver of Terms. DeKalb County and/or Syndeo’s waiver of any term, condition, or covenant or breach of any term, condition, or covenant, shall not constitute a waiver of any other term, condition, or covenant, or the breach thereof.

mailto:[email protected]



14. Liability Limitation Clauses. To the extent that the Master Agreement contains a limitation of liability clause, such clause is stricken in its entirety.

15. Insurance. Vendor will obtain and continue in force, during the term of this Agreement, all insurance as set forth below. Each insurance policy shall not be cancelled or changed without thirty (30) days prior written notice, given by the insurance carrier to DeKalb County at the address set forth above. Before starting work hereunder, Vendor shall deposit with DeKalb County certificates evidencing the following insurance it is to provide hereunder: (a) Worker’s Compensation and Occupational Disease Disability insurance, in compliance with the laws of the jurisdiction where the work is being performed, (b) Employer’s comprehensive general liability insurance for both personal injury and property damage in the minimum amount of $1,000,000 per occurrence and $2,000,000 aggregate per project, (c) Comprehensive business automobile liability insurance in the minimum amount of $1,000,000 combined single limit, (d) Minimum umbrella occurrence insurance of $5,000,000 per occurrence and $5,000,000 aggregate, (e) Professional liability insurance in the minimum amount of $1,000,000 per claim.

DeKalb County shall be named as an Additional Insured on a Primary and Non-Contributory basis with respect to all liability coverage. Further, all liability and workers’ compensation policies must include a waiver of subrogation in favor of DeKalb County. DeKalb County shall also be designated as the certificate holder. DeKalb County's failure to demand such certificate of insurance shall not act as a waiver of Vendor's obligation to maintain the insurance required under this Agreement. The insurance required under this Agreement does not represent that coverage and limits will necessarily be adequate to protect Vendor.

16. Remedies/Payment of Attorney's Fees. In any action with respect to this Agreement, the Parties are free to pursue any legal remedies at law or in equity. The prevailing party by 75% or more of damages sought, in any action brought pursuant to this Agreement, shall be entitled to reasonable attorneys’ fees and court costs arising out of any action or claim to enforce the provisions of this Agreement.

17. Indemnification. Syndeo shall indemnify, hold harmless and defend with counsel of DeKalb County’s own choosing, DeKalb County, its officials, officers, employees, including their past, present, and future board members, elected officials and agents from and against all liability, third party claims, suits, causes of action, demands, proceedings, set-offs, liens, attachments, debts, expenses, judgments, or other liabilities including costs, reasonable fees and expense of defense, arising from any loss, damage, injury, death, or loss or damage to property, of whatsoever kind or nature regarding the “grant network fiber” and assets transferred under this agreement and any claims arising therefrom.

Nothing contained herein shall be construed as prohibiting DeKalb County, its officials, directors, officers, agents and employees, from defending through the selection and use of their own agents, attorneys and experts, any claims, suits, demands, proceedings and actions brought against them. DeKalb County ‘s participation in its defense shall not remove Vendor’s duty to indemnify, defend, and hold DeKalb County harmless, as set forth above.



DeKalb County does not waive its defenses or immunities under the Local Government and Governmental Employees Tort Immunity Act (745 ILCS 10/1 et seq.), or other such immunity statute, by reason of indemnification or insurance. Indemnification shall survive the termination of the Agreement.

NOTICE: To the extent that the Master Agreement calls for indemnification to be provided to Vendor by DeKalb County, such condition is hereby stricken in its entirety. A unit of local government such as DeKalb County cannot legally indemnify private third parties as an agreement for a unit of local government to indemnify a third party would constitute an extension of public credit in violation of both section 1(a) and (b) of Article VIII of the Illinois Constitution of 1970. See Ill. Atty. Gen. Opinion No. S-589 (May 22, 1973) and subsequent opinions stating the same.

18. Warranties. All services to be undertaken by Vendor shall be carried out by competent and properly trained personnel of Vendor to the highest standards and to the satisfaction of DeKalb County. All services, materials and components shall conform to relevant manufacturers’ and equipment suppliers’ specifications, and all materials and spare parts shall be obtained from the original equipment manufacturers or from suppliers approved by them. No warranties implied or explicit may be waived or denied.

19. MSDS. When applicable, Vendor shall furnish Material Safety Data Sheets for their products, in compliance with the Illinois Toxic Substance Disclosure to Employee Act, Safety Inspection and Education Act & “Right to Know” law, 820 ILCS 255/1 et seq., 820 ILCS 220/0.01 et seq. and 820 ILCS 225/0.1 et seq.

20. Kotecki Waiver. In the event that the Contractor is engaged by the County to engage in any construction or construction-like activity, or that such is necessitated by the underlying function of Contractor (e.g. building out 'hardware' or other infrastructure) and such construction requires the employment by the Contractor of its employees or subcontractors, the parties must enter into a separate agreement for such construction, the terms and conditions of which shall supersede the provisions herein when in conflict herewith. When construction observation tasks are part of the service to be performed under the Master Agreement, it will include the following clause in any construction-related contract documents and Vendor agrees not to modify or delete it:

Kotecki Waiver: Contractor (and any subcontractor into whose subcontract this clause is incorporated) agrees to assume the entire liability for all personal injury claims suffered by its own employees, asserted by persons allegedly injured on the Project; waives any limitation of liability defense based upon the Worker's Compensation Act, court interpretations of said Act or otherwise; and to the fullest extent permitted by law, agrees to indemnify and hold harmless and defend DeKalb County, Illinois and its past, present and future board members, elected officials, employees, agents and consultants (the "Indemnitees") from and against all such loss, expense, damage or injury, including reasonable attorneys' fees, that the



Indemnitees may sustain as a result of such claims, except to the extent that Illinois law prohibits indemnity for the Indemnitees' own negligence. Indemnitees are designated and recognized as explicit third-party beneficiaries of the Kotecki Waiver within the general contract and all subcontracts entered into in furtherance of the general contract.

21. Public Construction Bond Act. Pursuant to the Public Construction Bond Act (30 ILCS 550/0.01, et seq.), If the subject Master Agreement entails a “public work” that has a total cost exceeding $50,000.00, Vendor must furnish, supply and deliver a payment bond in an amount meeting the requirements of the Public Construction Bond Act. The amount of the bond shall be fixed by the Department Head/Official and shall be conditioned for the completion of the contract, for the payment of material used in the work and for all labor performed in the work, whether by subcontractor or otherwise.

22. Prevailing Wage. To the extent that the Illinois Prevailing Wage Act is applicable to Vendor and the Agreement calls for the construction, demolition, maintenance and/or repair of a “public work” as defined by the Illinois Prevailing Wage Act, 820 ILCS 130/.01 et seq. (“the Act”), such work shall be covered under the Act. The Act requires contractors and subcontractors to pay laborers, workers and mechanics performing covered work on public works projects no less than the “prevailing rate of wages” (hourly cash wages plus fringe benefits) in the county where the work is performed. For information regarding current prevailing wage rates, please refer to the Illinois Department of Labor’s website at: http://www.illinois.gov/idol/Laws-Rules/CONMED/Pages/Rates.aspx The Department revises the prevailing wage rates and the Vendor and its subcontractors have an obligation to check the Department’s web site for revisions to prevailing wage rates. All contractors and subcontractors rendering services under this Agreement must comply with all requirements of the Act, including, but not limited to, all wage, notice and record-keeping duties.

23. Employment of Illinois Workers on Public Works Act. To the extent it applies to Vendor, if at the time the Contract Documents are executed, or if during the term of the Contract Documents, there is a period of excessive unemployment in Illinois as defined in the Employment of Illinois Workers on Public Works Act, 30 ILCS 570/0.01 et seq., (hereinafter referred to as “the Act”), Vendor, its consultants, contractors, subcontractors and agents agree to employ Illinois laborers on this Project in accordance with the Act. Vendor understands that the Act defines (a) “period of excessive unemployment” as “as any month following two consecutive calendar months during which the level of unemployment in the State of Illinois has exceeded 5%, as measured by the United States Bureau of Labor Statistics in its monthly publication of employment and unemployment figures”, and (b) "Illinois laborer" as “any person who has resided in Illinois for at least thirty (30) days and intends to become or remain an Illinois resident.” See 30 ILCS 570/1. Vendor understands and agrees that its failure to comply with this condition of the Agreement may result in immediate termination of the Agreement.



24. Drug Free Workplace. Vendor and its consultants, employees, contractors, subcontractors, and agents agree to comply with all provisions of the Substance Abuse Prevention on Public Works Act, 820 ILCS 265/1 et seq. and the Illinois Drug Free Workplace Act, 30 ILCS 580/1 et seq.

25. Waiver of Lien. Vendor hereby waives any claim of lien against subject premises on behalf of Vendor, its officers, insurers, employees, agents, suppliers and/or sub-contractors employed by this Agreement. Upon completion of the project and as a condition prior to payment in full, Vendor shall tender to Client a final waiver of lien for all subcontractors and/or suppliers.

26. Independent Contractor Relationship. It is understood and agreed that Vendor is an independent contractor and is not an employee of, partner of, agent of, or in a joint venture with DeKalb County. Vendor understands and agrees that Vendor is solely responsible for paying all wages, benefits and any other compensation due and owing to Vendor’s officers, employees, and agents for the performance of services set forth in the Agreement. Vendor further understands and agrees that Vendor is solely responsible for making all required payroll deductions and other tax and wage withholdings pursuant to state and federal law for Vendor’s officers, employees and/or agents who perform services as set forth in the Agreement. Vendor also acknowledges its obligation to obtain appropriate insurance coverage for the benefit of Vendor, Vendor’s officers, employees and agents and agrees that DeKalb County is not responsible for providing any insurance coverage for the benefit of Vendor, Vendor’s officers, employees and agents under this Agreement. Vendor hereby agrees to defend, indemnify and waive any right to recover alleged damages, penalties, interest, fees (including attorneys’ fees), and/or costs from DeKalb County, its board members, officials, employees, insurers, and agents for any alleged injuries that Vendor its officers, employees and/or agents may sustain while performing services under the Master Agreement.

Nothing contained in this Agreement, nor any act of DeKalb County or Vendor pursuant to this Agreement, shall be deemed or construed by any of the parties hereto or by third persons, to create any relationship of third-party beneficiary, principal, agent, limited or general partnership, joint venture, or any association or relationship involving DeKalb County and Vendor.

27. Assignment. Neither party shall assign, sublet, sell, or transfer its interest in this Agreement without the prior written consent of the other.

28. Background Checks/Security. Vendor shall exercise general and overall control of its officers, employees and/or agents. Vendor agrees that no one shall be assigned to perform work at DeKalb County’s facilities on behalf of Vendor, Vendor’s consultants, subcontractors and their respective officers, employees, agents and assigns unless Vendor has completed a criminal background investigation for each individual to be performing work at the site. In the event that the individual’s criminal background investigation reveals that the individual has a conviction record that has not been sealed, expunged or impounded under Section 5.2 of the Criminal Identification Act (20 ILCS 2630/0.01 et seq.), Vendor agrees that the individual shall not be assigned to perform work on or at DeKalbCounty’s facilities absent prior written



consent from DeKalb County and the DeKalb County Sheriff. DeKalb County, at any time, for any reason and in DeKalb County’s sole discretion, may require Vendor and/or Vendor’s consultants, and/or subcontractors to remove any individual from performing any further work under this Agreement.

Vendor understands, and agrees, that any person who takes into, or out of, or attempts to take into, or out of, a correctional facility, or the grounds belonging to or adjacent to the correctional facility, any item not specifically authorized by the correctional facility, such as contraband, shall be prosecuted. All persons, including employees and visitors, entering upon such premises are subject to routine searches of their persons, vehicles, property and/or packages. “Contraband” shall include, but not be limited to, any dangerous and/or narcotic drug, intoxicating liquor, deadly weapon, dangerous instrument, ammunition, explosive or any other article whose use of, or possession of, would endanger the safety, security or preservation of order in a correctional facility or any persons therein. Vendor further agrees that it shall notify correctional facility personnel of the loss or breakage of any tools and equipment while within the facility.

29. Force Majeure. Neither party will be responsible to the other for damage, loss, injury, orinterruption of work if the damage, loss, injury, or interruption of work is caused solely byconditions that are beyond the reasonable control of the parties, and without the intentionalmisconduct or negligence, of that party (hereinafter referred to as a “force majeure event”). Tothe extent not within the control of either party, such force majeure events include: acts of God,acts of any governmental authorities, fire, explosions or other casualties, vandalism, and riotsor war. A party claiming a force majeure event shall promptly notify the other party in writing,describing the nature and estimated duration of the claiming party’s inability to perform dueto the force majeure event. The cause of such inability to perform will be remedied by theclaiming party with all reasonable dispatch.

30. Counterparts. This Agreement may be executed in counterparts (including facsimilesignatures), each of which shall be deemed to be an original and both of which shall constituteone and the same Agreement.

31. Entire Agreement. This Agreement, including the Master Agreement that this Addendum isincorporated into by reference, represents the entire Agreement between the parties and thereare no other promises or conditions in any other Agreement whether oral or written. ThisAgreement supersedes any prior written or oral agreements between the parties and may notbe modified except in writing acknowledged and agreed to by both parties.

Acceptance by vendor: SYNDEO NETWORKS, INC. By: Amit Patel

Its: President

_________________________________ Date: ____________________________ Amit Patel


01/01/2021 DATA Asset Transfer Agreement – Attachment 1 Page 46 of 82

ATTACHMENT 1

DATA COMMUNITY ANCHOR INSTITUTIONS (CAI)

Community Anchor Institution Description Service Type Cortland Community Library Cortland Community Library Lit Transport Cortland, Town of Town of Cortland Lit Transport Cortland, Town of Cortland Police Department- ICN LEADS ELAN Dekalb County ETSB DCG PSB – Gateway Drive Tower Dark Fiber Dekalb County ETSB DCG PSB - DeKalb High Rise Dark Fiber Dekalb County ETSB DeKalb High Rise – Keslinger Road Tower; Removed Dark Fiber Dekalb County ETSB DeKalb High Rise – Hinckley-Big Rock HS Tower Dark Fiber Dekalb County ETSB Hinckley-Big Rock HS Tower – Waterman Tower Dark Fiber Dekalb County ETSB Hinckley-Big Rock HS Tower – Sandwich Police Dept Dark Fiber Dekalb County ETSB Sandwich Police Dept – Somonauk Water Tower Dark Fiber Dekalb County ETSB Somonauk Water Tower – Leland Water Tower Dark Fiber Dekalb County ETSB DCG PSB – Genoa South Water Tower Dark Fiber Dekalb County ETSB Genoa South Water Tower – Kirkland W Water Tower Dark Fiber Dekalb County ETSB Genoa South Water Tower – Genoa West Tower Dark Fiber Dekalb County ETSB Genoa South Water Tower – Genoa East Water Tower Dark Fiber Dekalb County ETSB Genoa East Water Tower – Genoa Police Department Dark Fiber Dekalb County ETSB Kishwaukee Community College for fire dispatch Dark Fiber DeKalb County Government ETSB sites that become DCG’s responsibility Dark Fiber DeKalb County Government New radio tower sites that become DCG’s responsibility Dark Fiber DeKalb County Government Sycamore Campus Dark Fiber DeKalb County Government Public Safety Building Dark Fiber DeKalb County Government Health Facility Campus Dark Fiber DeKalb County Government Highway Facility, DeKalb Dark Fiber DeKalb County Government Highway Department, Waterman Dark Fiber DeKalb County Government Page St Facility Dark Fiber DeKalb County Government Russell Woods Dark Fiber DeKalb County Government DeKalb County History Center Dark Fiber DeKalb County Government P.A. Nehring Forest Preserve Dark Fiber DeKalb County Government NM Kishwaukee Hospital to Gateway Drive Tower Dark Fiber DeKalb County Government Additional fiber between County facilities (per contract) Dark Fiber DeKalb County Government ICN LEADS Lit Transport DeKalb County Government County Clerk to State Board of Elections Lit Transport DeKalb, City of City of DeKalb Lit Transport DeKalb, City of DeKalb Police Department, ICN LEADS ELAN DeKalb CUSD 428 DeKalb High School Dark Fiber DeKalb CUSD 428 Brooks Elementary School Dark Fiber DeKalb Public Library DeKalb Public Library Lit Transport



Earlville CUSD 9 Earlville School Lit Transport Genoa Public Library Genoa Public Library Lit Transport Genoa-Kingston CUSD 424 Genoa-Kingston High School / District Office Lit Transport Genoa-Kingston CUSD 424 District Office - Genoa Elementary School Dark Fiber Genoa-Kingston CUSD 424 District Office - Genoa-Kingston Middle School Dark Fiber Genoa-Kingston CUSD 424 District Office - Kingston Elementary School Dark Fiber Hiawatha CUSD 426 Hiawatha District Office Lit Transport Hinckley Public Library District Hinckley Public Library Lit Transport Hinckley-Big Rock CUSD 429 Hinckley-Big Rock High School / District Office Lit Transport Hinckley-Big Rock CUSD 429 District Office - Hinckley-Big Rock Elementary School Dark Fiber Hinckley-Big Rock CUSD 429 District Office - Hinckley-Big Rock Middle School Dark Fiber Hinckley, Village of Village of Hinckley Lit Transport Indian Creek CUSD 425 Indian Creek High School / District Office Lit Transport Indian Creek CUSD 425 District Office - Indian Creek Middle School Dark Fiber Indian Valley Vocational Center Indian Valley Vocational Center Lit Transport Northwestern Memorial Healthcare Northwestern Medicine Kishwaukee Hospital Dark Fiber Northwestern Memorial Healthcare Northwestern Medicine Genoa Dark Fiber Northwestern Memorial Healthcare Northwestern Medicine Primary Care Waterman Dark Fiber Northwestern Memorial Healthcare Northwestern Medicine Valley West Hospital Dark Fiber Northwestern Memorial Healthcare Northwestern M. Ben Gordon Center DeKalb ( Main ST) Lit Transport Northwestern Memorial Healthcare Northwestern M. Ben Gordon Center DeKalb ( First ST) Lit Transport Northwestern Memorial Healthcare Northwestern M. Ben Gordon Center Sandwich Lit Transport Kishwaukee Community College Kishwaukee Community College Lit Transport Kishwaukee Education Consortium Kishwaukee Education Consortium Lit Transport Leland CUSD 1 Leland Community School Lit Transport Malta Township Public Library Malta Township Public Library Lit Transport Malta, Village of Village of Malta Lit Transport Northern Illinois University WL to Broadcast Center; Expired Contract; Paying Dark Fiber Northern Illinois University WL to Hwy 23/Fairview; Somonauk/I88; Expired; Paying Dark Fiber Northwestern Illinois Association Northwestern Illinois Association Lit Transport Sandwich, City of Sandwich City Hall Lit Transport Sandwich, City of Sandwich Police – DCSO CAD Database ELAN Sandwich, City of Sandwich Police – ICN LEADS ELAN Sandwich, City of Sandwich City Hall - Sandwich Water Tower (IRU) Dark Fiber Sandwich CUSD 430 Sandwich High School Lit Transport Sandwich CUSD 430 Prairie View Elementary Dark Fiber Sandwich CUSD 430 Woodbury Elementary Dark Fiber Sandwich Public Library District Sandwich Public Library Lit Transport Somonauk CUSD 432 Somonauk High School Lit Transport Somonauk Public Library District Somonauk Public Library Lit Transport Sycamore CSD 427 Sycamore CSD 427 Lit Transport Sycamore Public Library Sycamore Public Library Lit Transport

Control # DCGSN2021-C ATTACHMENT 2

DEKALB COUNTY GOVERNMENT DATA MEMBERSHIP AGREEMENT



ATTACHMENT 3

OFFER TO CAIs FOR 5 YEARS OF FREE INTERNET SERVICE



ATTACHMENT 4

DNA - CO-LOCATION AGREEMENT



ATTACHMENT 4




ATTACHMENT 5

HOUSING AUTHORITY - LICENSE TO INSTALL FIBER OPTIC LINE



ATTACHMENT 5




ATTACHMENT 6

CITY OF SANDWICH - FIBER ACTIVATION AGREEMENT



ATTACHMENT 6



1/21/2021 DATA ASSIGNMENT AND ASSUMPTION OF GRANT Page 1 of 4

DATA ASSIGNMENT AND ASSUMPTION OF GRANT

THIS ASSIGNMENT AND ASSUMPTION OF GRANT (this “Assignment”) is made and entered into as of 1/1/2021, and is effective as of 1/1/2021 (the “Effective Date”), by and between DEKALB COUNTY, ILLINOIS a unit of Illinois local government (“Assignor”), and SYNDEO NETWORKS, INC., an Illinois corporation (“Assignee”).

RECITALS

Broadband Technology Opportunities Program (BTOP) Grant

WHEREAS, Assignor is a party to that certain BTOP Grant NT10BIX5570030 from the U.S. Department of Commerce National Telecommunications and Information Administration (NTIA) under the American Recover and Reinvestment Act of 2009 (The Grant) to provide broadband communications services (“Services”), including the operation of a high speed, large capacity, fiber-optic network primarily for Community Anchor Institutions (CAI’s) including government, healthcare organizations, schools and not-for-profit entities; and

WHEREAS, as of the Effective Date, Assignor desires to assign, set over, and transfer unto

Assignee, and Assignee desires to accept and assume the rights, duties and liabilities of all of Assignor’s right, title and interest in the Grant.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of

which are hereby acknowledged, the parties agree as follows:

WITNESSETH:

1. Recitals. The foregoing recitals are hereby incorporated into this Assignment as contractual terms to the same extent as if set forth herein in full.

2. Assignment. As of the Effective Date, Assignor assigns, sets over and transfers unto Assignee, and its successors and assigns, all of Assignor’s rights, title and interest in and to the Grant, together with all of Assignor’s rights, title and interest thereunder.

3. Assumption. Assignee hereby accepts the assignment of Assignor’s interest in the

Grant, and as of the Effective Date assumes all rights, duties and liabilities of Assignor under the Grant and shall comply with all of the terms and special award conditions of the Grant and conditions under the BTOP program including the timely filing of the Uniform Commercial Code (UCC) forms with the appropriate authorities, provided, however, this assumption shall not extend to any previously disclosed existing default by Assignor under the Grant.

https://www.lawinsider.com/clause/recitals

https://www.lawinsider.com/clause/assignment

https://www.lawinsider.com/clause/assumption


4. Conditions of Assignment. In order to induce necessary federal entities to consentto the assignment of the Grant as set forth herein, Assignor and Assignee hereby acknowledge, agree and stipulate as follows, for the benefit of each other and the necessary federal entities:

(a) Prior to the date that this Assignment is entered into, NTIA has made payments of the Grant directly to Assignee. Assignee acknowledges receipt of all the foregoing payments, and Assignor disclaims any and all interest in all such amounts.

(b) Assignor hereby directs that NTIA make all future payments of the Grants that are payable under the terms and conditions of the Agreement directly to Assignee at such time as such amounts are due and payable under the Agreement.

(c) The payment of the Grants (or portions thereof) by NTIA, and Assignee’s rights to receive and use the same, are subject to all terms and conditions of the Agreement (including but not limited to the satisfaction of all conditions precedent to any such payment).

(d) Assignee’s right to receive payment of the Grants pursuant to this Assignment is the extent of Assignee’s rights pertaining to the Grant.

5. Severability. If any term or provision of this Assignment, or the applicationthereof, to any persons or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this Assignment or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each term and provision of this Assignment shall be valid and enforced to the fullest extent permitted by law.

6. Governing Law. The provisions of this Assignment and all questions with respectto the construction and enforcement thereof and the rights and liabilities of the parties hereto shall be governed by, and construed and enforced in accordance with, the laws of the State of Illinois, without giving effect to any conflicts of law principles thereof.

7. Certification of Non-Violation. Assignee certifies that Assignee, its parentcompanies, subsidiaries, and affiliates are not barred from entering into this Agreement as a result of a violation of either 720 ILCS 5/33E-3 or 5/33E-4 (bid rigging or bid rotating) or as a result of a violation of 820 ILCS 130/1 et seq. (the Illinois Prevailing Wage Act). Assignee further certifies by signing the Contract documents that it, its parent companies, subsidiaries, and affiliates have not been convicted of, or are not barred for attempting to rig bids, price-fixing (or attempting to fix prices) as defined in the Sherman Anti-Trust Act and Clayton Act. 15 U.S.C. § 1 et seq.; and has not been convicted of, or barred for bribery or attempting to bribe an officer or employee of a unit of state or local government or school district in the State of Illinois in that officer or employee’s official capacity. Nor has Assignee made an admission of guilt of such conduct that is a matter of record, nor has any official, officer, agent, or employee of the company been so convicted nor made such an admission.

https://www.lawinsider.com/clause/conditions-of-assignment

https://www.lawinsider.com/clause/severability

https://www.lawinsider.com/clause/governing-law


8. Conflict of Interest. Both parties affirm no DeKalb County officer or electedofficial has a direct or indirect pecuniary interest in Assignee or this Agreement, or, if any DeKalb County officer or elected official does have a direct or indirect pecuniary interest in Assignee or this Agreement, that interest, and the procedure followed to effectuate this Agreement has and will comply with the Public Officer Prohibited Activities Act (50 ILCS 105/3).

9. FOIA. Contract documents are considered public records subject to theexceptions of disclosure as provided for in the Illinois Freedom of Information Act (5 ILCS 140/1, et seq.). As such, Assignee agrees to respond to any requests by the County to provide FOIA responsive documentation within two (2) days of receiving a request from DeKalb County to do so. Assignee understands and accepts that such contract documents and/or agreements cannot be kept confidential unless provided for under FOIA.

10. Indemnification. Assignee shall indemnify, hold harmless and defend withcounsel of DeKalb County’s own choosing, DeKalb County, its officials, officers, employees, including their past, present, and future board members, elected officials and agents from and against all liability, third party claims, suits, causes of action, demands, proceedings, set-offs, liens, attachments, debts, expenses, judgments, or other liabilities including costs, reasonable fees and expense of defense, arising from any loss, damage, injury, death, or loss or damage to property, of whatsoever kind or nature regarding the Grant interests assumed by Assignee under Paragraph 3 above. Further, this obligation to indemnify shall apply to any breach of any covenant in the Assignment documents and any breach by Assignee of any representations within the contract documents (collectively, the “Claims”), to the extent such Claims are not a result of the intentional or willful and wanton wrongful acts of DeKalb County.


IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be executed the day and year first above written.

ASSIGNOR:

DEKALB COUNTY, ILLINOIS a unit of Illinois local government

By: /s/ Name:

Title:

ASSIGNEE:

SYNDEO NETWORKS, INC., an Illinois corporation

By: /s/ Amit Patel Name: Amit Patel Title: President

John FriedersDeKalb County Board Chairman