HomeMy WebLinkAboutCouncil Resolutions 1600 RESOLUTION NO. 16 Db
A RESOLUTION CONSENTING TO ASSIGNMENT OF CITY OF CENTRAL POINT
TELECOMMUNICATIONS FRANCHISE AGREEMENT WITH HUNTER
COMMUNICATIONS, INC. AND AUTHORIZING THE CITY MANAGER TO EXECUTE
A LETTER REFLECTING SAME
Recitals:
A. City and Hunter Communications are parties to a Franchise Agreement dated January
24, 2014.
B. Section 10 of the Franchise Agreement requires the franchisee to notify the City in
writing in the event of a proposed assignment of its interest in the company and the
agreement.
C. On October 9, 2019 Hunter Communications notified the City of a proposed assignment
of the Franchise Agreement to a new prospective majority interest holder in the
company.
D. The Council finds there is sufficient evidence that the prospective assignment should not
negatively impact Hunter Communication's ability to own, manage, and operate the
telecommunications system within the City.
E. The Council further finds that Hunter Communications has complied with its notice
obligations under the Franchise Agreement regarding assignments of interest.
The City of Central Point resolves as follows:
Section 1.The City hereby approves that assignment of interest in the Franchise Agreement
between the City and Hunter Communications, Inc. dated January 24, 2014.
Section 2. The City Manager or his designee is authorized to sign said letter consenting to such
assignment in substantially the form attached hereto as Exhibit "A".
Passed by the Council and signed by me in authentication of its passage this 0,L—L ay
of October, 2019.
Mayor Hank Williams
ATTE. d�
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City Recorder /
Res.No.•�(pOD ; October 24,2019 Page 1
Exhibit"A"to Resolution
phHUNTER
` I
communications
October 9, 2019
Christopher S. Clayton
City Manager
City of Central Point
140 S. Third St.
Central Point, OR 97502
VIA EMAIL TO: chris.clayton@centralpointoregon.gov
Re: Request for Consent to Assignment of City of Central Point Telecommunications Franchise
Agreement Hunter Communications, Inc.
Dear Christopher S. Clayton:
Reference is made to the City of Central Point Telecommunications Franchise Agreement
Hunter Communications, Inc. dated as of January 24,2014 (as amended from time to time, the
"Agreement")between Hunter Communications, Inc. ("Hunter"or the"Company") and City of
Central Point("you" or "your").
We write to you regarding the pending majority share acquisition of Hunter
Communications, through an entity controlled by Grain Communications Opportunity Fund II,
L.P. (an affiliate of Grain Management, LLC) ("Grain"or the"Purchaser"), in a transaction
expected to close during the first quarter of 2020 (the "Transaction"). The purpose of this letter
is to notify you of the Transaction and to request your consent to the Transaction to the extent
required by the Agreement.
Hunter Communications has been a pioneer and respected leader in the
telecommunications industry in the Northwest for over 25 years. In that time, Hunter has
deployed communications solutions and new fiber networks to numerous communities
throughout the region, growing the largest privately held fiber network in the State of Oregon.
By partnering with Grain, Hunter expects that its success will be bolstered by significant
financial and technical resources that will allow Hunter to expand our services and service
offerings at an even greater level. We're excited to work with your community and keep growing
City of Central Point's communications and technological capabilities as a whole.
Because we are attempting to close the Transaction expeditiously, your prompt attention
to this letter is appreciated.
We ask that you execute this letter where indicated below, to acknowledge that(i)you
consent to the Transaction and any deemed or actual assignment and transfer of the Agreement
to Purchaser or any of its subsidiaries; (ii) any notice requirement or restriction on assignment or
801 Enterprise Dr I Central Point, OR 97502 541.772.9282 I hunterfiber.com
HUNTER
--e
communications
transfer contained in the Agreement that may be triggered by the Transaction or any assignment
of the Agreement is hereby deemed satisfied and/or waived and the Transaction will not
constitute a breach or default under the Agreement; and(iii) your consent will be effective as of
the closing of the Transaction, which is anticipated to occur during the first quarter of 2020.
The assignment and transfer of the Agreement will be effective only upon the closing of
the Transaction. Please be advised that the Transaction has not been finalized and there can be
no assurance that it will be completed. If the Transaction is not completed, the Agreement shall
continue in full force and effect between you and the Company.
Please return an executed copy of this letter to Sam Ackley via email at
sackley@hunterfiber.com at your earliest convenience and in any case on or before October 25,
2019.
Please be advised that the Company is under a contractual obligation to keep the fact that
it is in discussions with the Purchaser regarding the Transaction confidential; as such we
anticipate that the contents of this letter shall be treated as confidential and held in confidence by
you and shall be deemed to be"confidential information" under the terms of any confidentiality
or similar agreement between you and the Company.
If you have any questions,please do not hesitate to contact Sam Ackley by phone at 541-
414-1420 or by email at the address set forth above. Thank you in advance for your attention to
this matter.
Sincerely,
::TEZCATIONS
INC.
Name: J.SA1,1%.. Ag cEf
Title: _C.p,d .
Acknowledged and Agreed:
City of Central Point
By:
Name:
Title:
801 Enterprise Dr I Central Point, OR 97502 541.772.9282 I hunterfiber.com
City of Central Point
Telecommunications Franchise Agreement
Hunter Communications, Inc.
Franchise agreement authorized pursuant to Central Point Municipal Code Chapter
12.40, Telecommunications Infrastructure, between the City of Central Point(City) and
Hunter Communications, Inc. (Grantee) and dated this c `14 'day of.,oj.eu , 201
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 and
maintain telecommunication facilities 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 and Telecommunications is defined as
"the transmission, between or among points specified by the user, of
information of the user's choosing, without change in the form or content
of the information as sent and received."
1.2. 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 3 additional periods of 5 years each unless
written notice is given by either party 90 days before expiration 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.
3. Fee.
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
Page 1 Hunter-Telecommunications Franchise Agr
quarter immediately preceding each of these dates. 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 accrued from all sources in connection
with operation of the communication facilities throughout the entire
franchise area, 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; installation fees, equipment fees,
and other fees related to the communications service; advertising
revenue; access and attachment charges paid to Grantee by other
communications services or carriers; and revenue from the sale or
lease of any wire, cable, facility, pole, duct, conduit or similar
transmission equipment. As used in this section, Internet access"
means access to content, information, electronic mail or other
services offered over the internet, 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
telecommunication facilities 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 over the existing
prime rate as set by the bank with 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
Page 2 Hunter-Telecommunications Franchise Agr
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. 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; or
3.3.2. One-half of the reasonable costs of such confirmation if the City's
recomputation discloses that Grantee had paid more than 95% but
less than 98% of the franchise fees owing for the period at issue.
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 one percent
over the existing prime rate as set by the bank with which the City
contracts for its banking services, compounded monthly. 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 one percent over the
existing prime rate as set by the bank with which the City contracts
for its banking services, compounded monthly. 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 48 hours prior written notice, during
normal business hours to determine the amount of compensation due the
Page 3 Hunter-Telecommunications Franchise Agr
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.
3.7. Grantee shall make its telecommunications services available to the City
at its most favorable rate offered at the time of the request charged to a
similar user within Oregon for a similar volume of service, subject to any of
Grantee's tariffs or price lists on file with the Oregon Public Utilities
Commission. Grantee may deduct the applicable charges from franchise
fee payments. Other terms and conditions of such services may be
specified in a separate agreement between the City and Grantee.
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.
5.1. Grantee shall secure and maintain the following liability insurance policies
insuring both Grantee and City, its elected and appointed officers, officials,
agents and employees as coinsured 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
Page 4 Hunter-Telecommunications Franchise Agr
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 telecommunications facilities, 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 furnished 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
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 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
Page 5 Hunter-Telecommunications Franchise Agr
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.
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 facilities 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
telecommunication facilities 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.
Page 6 Hunter-Telecommunications Franchise Agr
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 telecommunication facilities 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
telecommunications facilities 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:
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
Page 7 Hunter-Telecommunications Franchise Agr
and sufficient bond to pay any and all of Grantee's estimated
costs as estimated by Grantee.
8. Reservation of City Public rights-of-way Rights; Requirements for
Undergrounding.
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 telecommunication facilities shall be installed underground
unless 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 telecommunication facilities. 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.
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 telecommunication facilities
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 at all times through
the Rogue Basin Utilities Coordinating Council to locate Grantee's facilities for
persons who need to excavate in the public way.
Page 8 Hunter-Telecommunications Franchise Agr
10. City's Written Consent Required for Assignment,Transfer, Merger, Lease
or Mortgage. Ownership or control of a telecommunications system or franchise
may not, directly or indirectly, be transferred, assigned or disposed of by sale,
lease, merger,consolidation 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.
10.1. 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:
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 shall be void and is cause for revocation of the franchise.
10.5. Grantee may dedicate or lease its fiber optic system or any portion
thereof, or otherwise make its fiber optic system available in the ordinary
conduct of its business as a telecommunications company, so long as
Grantee remains solely responsible for locating, servicing, repairing,
relocating or removing its fiber optic system, and so long as the City's
bandwidth 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.
Page 9 Hunter-Telecommunications Franchise Agr
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: Richard W. Ryan, Hunter Communications, Inc.
Operations Department, Hunter Communications, Inc., 801
Enterprise Drive, Central Point, OR 97502
Notice of change of address may be given in the same manner as any other
notice.
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. The City
shall not be liable to Grantee for lost revenue, lost profits, incidental or
consequential damages or claims of third parties arising from damage to
Grantee's facilities. Grantee covenants that it will not assert any claim
against the City for any liability, loss, or damage excluded under this
section.
Page 10 Hunter-Telecommunications Franchise Agr
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.
Grantee: City:
Hunter Co' unicat%prts, Inc. Cityof Central Point
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