HomeMy WebLinkAboutMobilitie LLC Franchise Agreement 2017 City of Central Point
Telecommunications Franchise Agreement
Mobilitie, LLC
Franchise agreement authorized pursuant to Central Point Municipal Code Chapter
12.40, Telecommunications Infrastructure, between the City of Central Point (City) and
Mobilitie, LLC, a Nevada limited liability company(Grantee) and dated this a,/, day of
0,130405,4 , 2017.
1. Grant of franchise. Subject to the provisions and restrictions of this agreement
and the Charter and the Municipal Code of Central Point, City grants to Grantee
the non-exclusive privilege to use the public rights-of-way to construct, install,
maintain and operate its Telecommunications System for the purpose of
providing telecommunications services within the corporate limits of the City.
1.1. For purposes of this agreement, and in addition to the definitions
contained in Chapter 12.40, Telecommunication Services means the
offering of telecommunications for a fee directly to the public, or to such
classes of users as to be effectively available directly to the public,
regardless of the facilities used.
1.2. Telecommunications System means all facilities owned, operated or used
by Grantee to provide Telecommunications Services and located in rights
of way administered by City.
1.3. Upon the annexation of any territory to the City, the rights of Grantee in
this agreement shall extend to the annexed territory to the extent the City
has such authority. All facilities owned, maintained, or operated by
Grantee located within any public rights of ways of the annexed territory
shall be subject to all of the terms of this agreement.
2. Term. The term of this franchise shall be five years from the date listed above
and shall renew automatically for 1 additional term of 5 years unless written
notice is given by either party 90 days before expiration of the then current term
of its intent to terminate the franchise or unless terminated sooner as provided in
this agreement or as provided in Chapter 12.40. This franchise may be
terminated by the City at any time upon 30 days' prior written notice to Grantee
specifying Grantee's failure to comply with the other provisions of this agreement
or the Municipal Code of Central Point, unless such default is remedied within the
30 day period. Said notice and termination shall not prejudice or limit any other
remedy of City. Upon termination or expiration of the franchise, Grantee shall
remove all of its facilities from the City's rights of way as provided in Chapter
12.40. Grantee may terminate all or part of its Telecommunications System at
any time for convenience.
3. Fee.
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3.1 Grantee shall pay as a franchise fee to the City, through the duration of
this franchise, an amount equal to seven percent of Grantee's Gross
Revenues. Payment of the franchise fee shall be made quarterly on or
before April 30, July 31, October 31 and January 31 for the calendar
quarter immediately preceding each of these dates. Upon termination of
this Agreement, Grantee shall pay a pro rata fee for the last annual
payment to the date of termination in addition to any other sums due the
City and shall make such payment within 30 days of termination.
3.1.1. Gross Revenue means revenue of Grantee or any affiliate of Grantee
in whatever form actually received from all sources in connection with
operation of the Grantee's Telecommunications System throughout
the entire franchise area and allocable during the Term of this
Agreement, and includes any amount even if separately identified or
accounted for by Grantee as franchise or other license fees,
including but not limited to, revenues from subscribers and
customers for internet access; and other fees related to the
communications service; advertising revenue; and revenue from the
sale or lease of any wire, cable, facility, pole, duct, conduit or similar
transmission equipment. Gross Revenue excludes: (i) any
payments, reimbursements, or pass-throughs from a third party to
Grantee for utility charges, taxes, and other pass-through expenses,
or in connection with maintenance work performed or equipment
installed by Grantee; (ii) site acquisition, construction management,
or supervision fees related to the installation of the Grantee
Telecommunications System; and (iii) contributions of capital by any
third party to reimburse Grantee in whole or in part for the installation •
of the Grantee Telecommunications System. As used in this section,
"intemet access" means access to content, information, electronic
mail or other services offered over the intemet, including voice over
intemet protocol (VOIP)." The fees and costs provided for in this
franchise are subject to applicable federal and state laws.
3.1.2. Should Grantee determine that any revenue from
Telecommunication Services or the use of Grantee's
Telecommunications System within the City is excluded from Gross
Revenues, as defined above, because of federal or state laws,
Grantee shall in any case account for such revenue in each of its
payments. The accounting shall indicate the amount of revenue that
was not included in the calculation of the fee paid to the city and the
reason for the exclusion.
3.2. Franchise fee payments not received by the City on or before the due date
shall be assessed interest at the rate of one percent compounded monthly
from the due date over the existing prime rate as set by the bank with
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which the City contracts for its banking services, compounded daily.
Interest shall be due on the entire late payment from the date on which the
payment was due until the date on which the City receives the payment.
Each payment shall be accompanied by a written report to the City,
verified by an officer or other authorized representative of Grantee,
containing an accurate statement in summarized form, as well as in detail,
of Grantee's Gross Revenues and the computation basis and method.
Such reports shall be in a form satisfactory to the City.
3.3. No acceptance of any payment by Grantee shall be construed as an
accord that the amount paid is, in fact, the correct amount, nor shall any
acceptance of payments be construed as a release of any claim the City
may have for further or additional sums payable. All amounts paid shall be
subject to confirmation and recomputation by the City, provided that such
audit and computation is completed within three years of the date any
audited and recomputed payment is due and such audit shall not be
completed by an auditor whose compensation is contingent, in whole or in
part, upon the findings of such audit. If no such audit or financial review is
conducted within the three year period, then any claim that the City might
have had for additional compensation shall be forever waived and
relinquished. Grantee agrees to reimburse the City for
3.3.1. The reasonable costs of such confirmation if the City's
recomputation discloses that Grantee has paid 95% or less of the
franchise fees owing for the period at issue upon receipt of an
invoice from the City showing such costs were actually incurred and
directly related to the audit.
3.3.2. Reserved.
3.3.3. The City's costs which may be reimbursed under this section shall
not exceed $5,000.00 per audit or financial review.
3.3.4. If the City determines that Grantee made any underpayment, and
that the underpayment exceeded five percent of the amount due,
Grantee shall pay interest compounded at the rate of twelve
percent per annum, compounded monthly or the maximum rate
allowed by law, whichever is lower. Interest shall be due on the
entire underpayment from the date on which payment was due until
the date on which full payment is received.
3.3.5. If the City determines that Grantee has made any overpayment, it
shall immediately refund such overpayment to Grantee. If the
overpayment exceeded five percent of the amount due, City shall
pay interest compounded at the rate of twelve percent per annum,
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compounded monthly or the maximum rate allowed by law,
whichever is lower. Interest shall be due on the entire overpayment
from the date on which the overpayment was made until the date
on which refund is made.
3.4. If Grantee disputes the City's determination of underpayment, Grantee
shall place the disputed amount in an escrow account until final resolution.
3.5. All Grantee's books, maps, and records directly concerning its Gross
Revenues under this franchise and its calculation of franchise fee
payments to the City shall be open for inspection by the proper officers or
agents of the City, upon no less than 30 days' prior written notice, during
normal business hours to determine the amount of compensation due the
City under this franchise, and shall be kept so as to accurately show the
same.
3.6. Payment of the franchise fee shall not exempt Grantee from the payment
of any license fee, tax or charge on the business, occupation, property or
income of Grantee that may be lawfully imposed by the City or any other
taxing authority, except as may otherwise be provided in the ordinance or
laws imposing such other license fee, tax or charge.
4. Central Point Municipal Code Chapter 12, Charter and General Ordinances
to Apply.
4.1 Unless the context requires otherwise, words and phrases used in this
franchise shall have the same meaning as defined in Chapter 12.40,
Telecommunications Infrastructure. All of the provisions of Chapter 12.40
are incorporated by reference and made a part of this franchise. In the
event of any inconsistencies in the terms of this franchise and Chapter
12.40, the more restrictive provisions of Chapter 12.40 shall take
precedence over franchise terms unless Chapter 12.40 specifically
authorizes the franchise to provide otherwise.
4.2 The Charter of the City and general ordinance provisions of the City
affecting matters of general City concern and not merely existing
contractual rights of Grantee, now in effect or adopted in the future, are
incorporated by reference and made a part of this franchise. Nothing in
this franchise shall be deemed to waive the requirements of the various
codes and ordinances of the City regarding permits, fees to be paid, or the
manner of construction.
5. General Financial and Insurance Provisions.
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5.1. Grantee shall secure and maintain the following liability insurance policies
insuring Grantee and naming City and, its elected and appointed officers,
officials, agents and employees as additional insured during the term of
this agreement:
Bodily Injury/Death: $1,000,000
Property Damage: $1,000,000
Automobile Liability: $1,000,000
Workers' Compensation: $1,000,000
Explosion, Collapse, Product Hazard: $1,000,000
In lieu of the above, Grantee may provide evidence of self-insurance
subject to review and acceptance by City.
6. Covenant to Indemnify and Hold City Harmless.
6.1. Grantee shall defend, indemnify and hold the City and its officers,
employees, agents, elected officials, and representatives harmless from
and against any and all damages, losses and expenses, including
reasonable attorney's fees and costs of suit or defense, arising out of,
resulting from or alleged to arise out of or resulting from the negligent,
careless or wrongful acts, omissions, failures to act or misconduct of the
Grantee or its affiliates, officers, employees, agents, contractors or
subcontractors in the construction, operation, maintenance, repair or
removal of its Telecommunication System, and in providing or offering
telecommunications services over the facilities or network, whether such
acts or omissions are authorized, allowed or prohibited by Chapter 12.40
or by this agreement.
6.2. Grantee also shall indemnify the City for any damages, claims, additional
costs or expenses assessed against or payable by the City arising out of
or resulting, directly or indirectly, from Grantee's failure to remove, adjust
or relocate any of its facilities in the public rights-of-way in a timely manner
in accordance with a relocation schedule fumished to Grantee by the City
Engineer, unless Grantee's failure arises directly from the City's
negligence or willful misconduct.
6.3 Each party shall indemnify and hold the other harmless for any losses,
claims, damages, awards, penalties or injuries incurred by any third party,
including reasonable attorney's fees, which arise from any alleged breach
of such indemnifying party's representations and warranties made under
this Agreement, provided that the indemnifying party is promptly notified of
any such claims. The indemnifying party shall have the sole right to defend
such claims at its own expense. The other party shall provide, at the
indemnifying party's expense, such assistance in investigating and
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defending such claims as the indemnifying party may reasonably request.
This indemnity shall survive the termination of this Agreement.
7. Construction and Relocation.
7.1. Subject to applicable regulations of the City, Grantee or a contractor
working on behalf of Grantee may perform all necessary construction to
construct, operate and maintain its Telecommunications System. All
construction and maintenance of any and all Telecommunications System
facilities within public rights-of-way incident to Grantee's provision of
telecommunications services shall, regardless of who performs installation
or construction, be and remain the responsibility of Grantee. Grantee shall
apply for and obtain all permits (no-fee permits are typically issued for
franchise utilities) necessary for installation or construction of any such
facilities, and for excavation and laying of any telecommunications system
facilities within City public rights-of-way. Grantee shall pay all applicable
fees due for City construction permits.
7.2. Prior to beginning construction, Grantee shall provide the City with an
initial construction schedule for work in the public rights-of-way and the
estimated total cost of such work. The schedule shall be submitted at
least two weeks in advance of construction.
7.3. Grantee may make excavations in the City public rights-of-way for any
facility needed for the maintenance or extension of Grantee's
telecommunications system, subject to obtaining permits from the City.
Prior to doing such work, Grantee must apply for, and obtain, appropriate
permits from the City, and give appropriate notices to any other
franchisees, licensees or permittees of the City owning or maintaining
facilities which may be affected by the proposed excavation.
7.4. In the event that emergency repairs are necessary for Grantee's facilities
in the public rights-of-way, Grantee shall immediately notify the City of the
need for such repairs. Grantee may immediately initiate such emergency
repairs, and shall apply for appropriate permits the next business day
following discovery of the emergency. Grantee must comply with all
ordinance provisions relating to such excavations or construction.
7.5 Grantee is responsible for becoming familiar with, and understanding the
provisions of ORS Chapter 757, governing the location of underground
facilities (the "One-Call statutes"). Grantee shall comply with the terms
and conditions set forth in the One-Call statutes.
7.6. Grantee shall at its own expense temporarily or permanently remove,
relocate, change or alter the position of any of its facilities when directed
to do so by City in compliance with Chapter 12.40.
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7.7. Grantee's telecommunications system shall be constructed and
maintained in such manner as not to interfere with City sewers, water
systems, electric systems or any other facilities of the City.
7.8. Where Grantee installs its Telecommunications System under or adjacent
to any existing paved bicycle path, the path shall be overlaid with a new
asphalt surface after construction. Where Grantee installs its
Telecommunications System along the route of a planned bicycle path,
the City may require Grantee to construct the bicycle path as a condition
of plan approval. All such bicycle path repair and construction shall be at
Grantee's expense.
7.9. Upon completion of construction of any new facilities, Grantee shall
promptly furnish the City with two sets of"as built" plans showing the exact
location and construction details of all of Grantee's facilities. New plans
will be furnished promptly for any additions or modifications.
Upon request, Grantee shall provide the City with an accurate map or
maps certifying the location of all Telecommunications System within the
public rights-of-way. Grantee will otherwise provide updated maps
annually.
7.10. Except in the case of an emergency, within ninety days following the
written notice by the city, Grantee shall, at no expense to City, temporarily
or permanently remove, relocate, change or alter the position of any of
Grantee's Telecommunications System within the public rights-of-way
whenever the City shall have determined that such removal, relocation,
change or alteration is reasonably necessary for
7.10.1. The construction, repair, maintenance or installation of any
city or other public improvement in or upon the public rights-
of-way;
7.10.2. The operations of the city or other governmental entity in or
upon the public rights-of-way;
7.10.3. The public interest.
7.11. Should it ever become necessary to temporarily rearrange or temporarily
remove Grantee's telecommunications facilities at the request of a private
person or business, Grantee shall perform such rearrangement or removal
as expeditiously as possible upon receipt or reasonable written notice
from the business or person desiring the temporary change of the
telecommunication facilities. The notice shall:
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7.11.1. be approved by the City Manager;
7.11.2. detail the route of movement;
7.11.3. provide that the costs incurred by Grantee in making the
temporary change be borne by the person or business giving
said notice;
7.11.4. provide that the person or business giving the notice shall
indemnify and hold harmless Grantee of and from any and
all damages or claims of whatsoever kind or nature caused
directly or indirectly from such temporary change of
Grantee's telecommunications facilities, and (e) if required
by Grantee, be accompanied by a cash deposit or a good
and sufficient bond to pay any and all of Grantee's estimated
costs as estimated by Grantee.
7.11.5 be accompanied by a cash deposit or a good and sufficient
bond to pay any and all of the Grantee's estimated costs as
estimated by Grantee, unless Grantee provides written
confirmation that it waives such requirement.
8. Reservation of City Public rights-of-way Rights.
8.1. Nothing in this franchise shall be construed to prevent the City from
constructing sewers, water systems, electric systems, grading, paving,
repairing or altering any public rights-of-way or constructing or establishing
any other public work or improvement.
8.2. Grantee's Telecommunications System shall be installed underground
unless otherwise provided in this Agreement or if Grantee contracts with
another City of Central Point franchisee to employ that franchisee's above-
ground facilities in place at the time this franchise is granted. It shall be
lawful for Grantee to make all necessary excavations in any public way for
the purpose of constructing and maintaining its Telecommunications
System. Provided, however, that Grantee's use of the public way shall be
subject to the City Manager's authority to prescribe which public way will
be used and the location within the public way, which authority is hereby
expressly reserved by the City and delegated to the City Manager. Any
new facilities in Grantee's Telecommunications Systems proposed to be
located above-ground shall be placed on existing authorized utility poles
or on new utility poles, provided that such new utility poles shall comply
with all applicable City requirements.
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8.3. Whenever all new or existing electric utilities, telecommunications facilities
are located or relocated underground within a public right-of-way of the
city, a grantee with permission to occupy the same public right-of-way
must also locate its telecommunications facilities underground.
8.4. Whenever all new or existing electric utilities, telecommunications facilities
are located or relocated underground within a public right-of-way of the
city, a grantee that currently occupies the same public right-of-way shall
relocate its facilities underground concurrently with the other affected
utilities to minimize disruption of the public right-of-way, absent
extraordinary circumstances or undue hardship as determined by the city
and consistent with applicable state and federal law.
9. Repair. Grantee shall at all times maintain all of its Telecommunications System
in a good state of repair. Motorized vehicles shall not be allowed on any public
bicycle paths and landscaped areas, except when necessary to install, remove or
repair Grantee's facilities. Except in an emergency, permission shall be obtained
from the City Public Works Department before using motorized vehicles on any
public bicycle paths and landscaped areas. Any damage to any public way or
landscaped areas caused by Grantee shall be repaired by Grantee at no cost to
the City. Grantee shall have a local representative available by phone or in
person at all times through the local utility coordinating notification center,
whether it be the Rogue Basin Utilities Coordinating Council, the Oregon Utility
Notification Center, and any such successor authority, to locate Grantee's
facilities for persons who need to excavate in a public way. Should Grantee fail
to maintain or repair any such facilities by the date established by the City, the
City may affect such repair, and the expense thereof shall be paid by Grantee,
including all costs and expenses incurred by the City due to Grantee's delay.
10. City's Written Consent Required for Assignment, Transfer, Merger, Lease
or Mortgage. Except as otherwise provided herein, ownership or control of a
Telecommunication System or franchise may not, directly or indirectly, be
transferred, assigned or disposed of by lease, or other act of Grantee, by
operation of law or otherwise, without the prior written consent of the City, which
consent shall not be unreasonably withheld or delayed, and then only on such
reasonable conditions as may be prescribed in such consent. Notwithstanding
any provision in this Agreement to the contrary, Grantee shall have the right to
assign this Agreement without consent of the City to any parent, subsidiary,
affiliate, or any person, firm, or entity that controls, is under the control of, or is
under common control with Grantee, or to any entity that purchases all or
substantially all of the stock or assets of Grantee.
10.1. Where consent from the City is required by this Agreement, Grantee and
the proposed assignee or transferee of the grant or system shall provide
and certify the following information to the City not less than 120 days
prior to the proposed date of transfer:
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10.1.1. Complete information setting forth the nature, terms and
condition of the proposed transfer or assignment;
10.1.2. All information required of a telecommunications franchise
applicant pursuant this chapter with respect to the proposed
transferee or assignee;
10.1.3. Any other information reasonably required by the City.
10.2 No transfer shall be approved unless the assignee or transferee has the
legal, technical, financial and other requisite qualifications to own, hold
and operate the telecommunications system pursuant to this title.
10.3 Grantee shall reimburse the City for all direct and indirect fees, costs, and
expenses reasonably incurred by the City in considering a request to
transfer or assign a telecommunications franchise.
10.4 Any transfer or assignment of a telecommunications grant, system or
integral part of a system without prior written approval of the City under
this section or as otherwise allowed under this Agreement shall be void
and is cause for revocation of the franchise.
10.5. Grantee may dedicate or lease its Telecommunications System or any
portion thereof to Grantee's customers, or otherwise make its facilities
available in the ordinary conduct of its business as a telecommunications
company without the consent of the City, so long as Grantee remains
solely responsible for locating, servicing, repairing, relocating or removing
its facilities, and so long as the City's bandwidth and/or access speed are
not diminished.
11. Miscellaneous Provisions.
11.1. Both Grantee and the City shall comply with all applicable federal and
state laws. Grantee shall comply with all applicable City ordinances,
resolutions, rules and regulations adopted or established pursuant to the
City's lawful authority. If any federal, state, or local laws or regulations
(including, but not limited to, those issued by the Federal Communications
Commission or its successor agency) and any binding judicial
interpretations thereof(collectively, the "Laws") that govern any aspect of
the rights or obligations of the parties under this Agreement shall change
after the effective date of this Agreement and such change makes any
aspect of such rights or obligations inconsistent with the then-effective
Laws, then the parties agree to promptly amend the Agreement as
reasonably required to accommodate and/or ensure compliance with any
such legal or regulatory change.
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11.2. If any section, provision or clause of this franchise is held by a court of
competent jurisdiction to be invalid or unenforceable, or is preempted by
federal or state laws or regulations, the remainder of this franchise shall
not be affected, unless the city council determines such section, provision,
or clause was material to the City's agreement to issue a franchise to
Grantee.
11.3. The City Manager is authorized to act for the City in all matters pertaining
to this agreement. Grantee may appeal any action of the City Manager to
the City Council by giving written notice thereof within 21 days after
Grantee was notified of such action. The City Council will hear the appeal
and render a final decision within 30 days after the notice of appeal is
given. Grantee shall not be relieved of its obligations to comply with any of
the provisions of this franchise by reason of any failure of the City to
enforce prompt compliance, nor does the City waive or limit any of its
rights under this franchise by reason of such failure or neglect.
11.4. Any litigation between the City and Grantee arising under or regarding this
franchise shall occur, if in the state courts, in the Jackson County Circuit
Court, and if in the federal courts, in the United States District Court for the
District of Oregon.
11.5. Whenever any notice is given pursuant to this ordinance, it shall be
effective on the date it is sent in writing by registered or certified mail,
addressed as follows:
To the City: City Manager, City of Central Point, and 140 S. Third St., Central
Point, OR 97502
To Grantee: Mobilitie, LLC
Attn: Legal Department
660 Newport Center Drive
Suite 200
Newport Beach, CA 92660
(877) 999-7070
leaalna.mobilitie.com
With an email copy to:
Attn: Asset management
assetmamtAmobilitie.com
Notice of change of address may be given in the same manner as any other
notice.
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11.6. In any situation in which the City is found legally liable to Grantee for
damage to Grantee's facilities, the City's liability shall be limited to the cost
of repair or replacement of damaged facilities, whichever is less. Neither
party will be liable under this franchise for consequential, indirect, or
punitive damages (including lost revenues, loss of equipment, interruption,
loss of service, or loss of data)for any cause of action, whether in
contract, tort, or otherwise, even if the party was or should have been
aware of the possibility of these damages, whether under theory of
contract, tort (including negligence), strict liability, or otherwise. Grantee
covenants that it will not assert any claim against the City for any liability,
loss, or damage excluded under this section.
12. Other Authority Superseded. Upon effectiveness of this franchise, any and all
authority to operate previously granted to Grantee by the City shall be
superseded by this franchise.
13. Cable Authority. This franchise does not authorize Grantee to operate a cable
system or provide video programming, as defined by 47 U.S.C.A §522 (Supp.
1997). In the event that Grantee wishes to add cable television services to the list
of services, as regulated by the Federal Communications Act of 1934, as
amended, Grantee agrees that it must negotiate an additional agreement with the
City setting forth the terms and conditions governing such service. Other than as
prescribed in Section 3.6, Grantee shall not be required to pay any additional fee,
compensation or consideration to the City for its use of the public way. However,
Grantee shall pay any charges and penalties imposed by the City for
noncompliance with Charter provisions, ordinances, resolutions or permit
conditions.
14. Performance Bond. Grantee shall provide a performance bond, in the amount
of$10,000.00, or other lesser amount as agreed to in writing by City as being
sufficient to assure proper restoration of any street, sidewalk or other surface
disturbed by Grantee. Grantee shall keep the bond in full force and effect during
any activities that disturb the surface of any rights of way and for a period of at
least one year after restoration of rights of way. The bond may be withdrawn one
year after restoration of rights of way, but shall be restored prior to any further
action that would disturb any street, sidewalk or other surface. The bond shall be
issued by a surety authorized to do business in the state of Oregon and with a
Best's rating of A- VII or higher.
In the event of construction by Grantee which is likely to be substantially greater
than $10,000.00, or in the event City's cost to complete or repair the construction
upon Grantee's failure to perform would be greater than $10,000.00, as
reasonably determined by City, City may require the amount of the performance
bond to be increased. The increased performance bond would apply each time
Grantee applies for permits to perform work within the City. Grantee shall
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provide City cost estimates of such work in a format reasonably acceptable to
City.
Grantee: City:
Mobilitie, LLC City of Central Point
ay: . / By: CiaLx'�1 sl if
Title: SJp � (atait i1— Title: Ply ( AAntho
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