005 of 2019 -Telecommunication Franchise to Level 3 Communications, LLC and Level 3 Telecom LP 0 19-1
0 19-3
C 19-221
SALT LAKE CITY ORDINANCE
No. 5 of 2019
(Granting a Telecommunication Franchise to
Level 3 Communications, LLC and Level 3 Telecom LP)
WHEREAS, Level 3 Communications, LLC and Level 3 Telecom LP (formerly
known as tw telecom, 1p) (collectively, the "Company") desires to provide certain
telecommunication services within Salt Lake City, Utah (the "City"), and in connection
therewith to establish a network in, under, along, over, and across present and future
streets, alleys and rights-of-way of the City, consisting of telecommunication lines and
cables, together with all necessary and desirable appurtenances; and
WHEREAS, the City, in the exercise of its police power, ownership, use or rights
over and in the public rights-of-way, and pursuant to its other regulatory authority,
believes it is in the best interest of the public to provide to the Company, and its
successors, a non-exclusive franchise to operate its business within the City; and
WHEREAS, the City and the Company propose to enter into a Franchise
Agreement, the substantially final form of which has been presented to the City Council
at the meeting at which this Ordinance is being considered for adoption; and
WHEREAS, the City desires to approve the execution and delivery of such
Franchise Agreement and to otherwise take all actions necessary to grant the referenced
Franchise to the Company; and
WHEREAS, the City believes this Ordinance to be in the best interest of the
citizens of the City,
NOW, THEREFORE, be it ordained by the City Council of Salt Lake City, Utah,
as follows:
SECTION 1. Purpose. The purpose of this Franchise Ordinance is to grant to
the Company, and its successors and assigns, a non-exclusive right to use the present and
future streets, alleys, viaducts, bridges, roads, lanes and public way within and under
control of the City for its business purposes, under the constraints and for the
compensation enumerated in the Franchise Agreement attached hereto as Exhibit A, and
by this reference incorporated herein, as if fully set forth herein(the "Franchise
Agreement").
SECTION 2. Short Title. This Ordinance shall constitute the Level 3
Telecommunications Franchise Ordinance.
SECTION 3. Grant of Franchise. There is hereby granted to the Company, and
its successors and assigns, in accordance with the terms and conditions of the Franchise
Agreement, the right, privilege, and franchise (collectively, the "Franchise"), to construct,
maintain and operate in, under, along, over and across the present and future streets,
alleys, and rights-of-way and other property of the City, all as more particularly described
in the Franchise Agreement.
SECTION 4. Term. The term of the Franchise is for a ten (10) year period from
and after the recordation of the executed Franchise Agreement with the Salt Lake City
Recorder's Office, with a year to year automatic extension that can be terminated on at
least 90 days' written notice before the end of the existing term.
The Company shall pay all costs of publishing this Ordinance.
SECTION 5. Acceptance by Company. Within thirty (30) days after the
effective date of this Ordinance, the Company shall execute the Franchise Agreement and
return it to the City, otherwise, this Ordinance and the rights granted hereunder shall be
null and void.
SECTION 6.No Franchise revocation or termination may be effected until the
City Council shall first adopt an ordinance terminating the Franchise and setting forth the
reasons therefor, following not less than thirty (30) days prior written notice to the
Company of the proposed date of the ordinance adoption. The Company shall have an
opportunity on said ordinance adoption date to be heard upon the proposed termination.
SECTION 7. This Ordinance shall take effect immediately upon publication.
[Signatures on Following Page.]
Passed by the City Council of Salt Lake City, Utah • day of .Tanl,ary
2019.
CHAIRP'7 ON
ATTEST:
r CITY C RDER
Transmitted to Mayor on January 24, 2019
Mayor's Action: V Approved. Vetoed.
L, (/‘,
i ng MAYOR
ATTEST:
Salt Lake City Attorney's Office
Ap roved As To Form
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EXHIBIT "A"
FRANCHISE AGREEMENT
RECORDED
FRANCHISE AGREEMENT MAR 2019
CITY RECORDER
THIS FRANCHISE AGREEMENT (this "Agreement"), dated as of the Effective Date
(defined below), by and between SALT LAKE CITY CORPORATION, a Utah municipal
corporation (the "City"), and Level 3 Communications, LLC and Level 3 Telecom LP (formerly
known as tw telecom, 1p) (collectively,the"Company").
RECITALS
A. The Company desires a non-exclusive franchise to provide telecommunications,
Internet and other related services to residents, businesses, and other customers within the
boundaries of Salt Lake City, Utah, and to utilize public rights-of-way controlled by the City for
such purpose.
B. The City considers it to be in the best interests of the City, and in furtherance of the
health,safety,and welfare of the public,to grant such franchise to the Company,and in connection
therewith desires to authorize the use of public rights-of-way controlled by the City in accordance
with the provisions of this Agreement, and all applicable City ordinances and state and federal
law, including, without limitation, the Federal Telecommunications Act of 1996 (the
"Telecommunications Act").
NOW, THEREFORE, in consideration of the premises and other good and valuable
consideration and, further, in contemplation of subsequent approval by legislative action of the
City Council as hereinafter provided,the parties mutually agree as follows.
ARTICLE I
FRANCHISE ORDINANCE
1.1 Ordinance. The City Council has adopted a franchise ordinance entitled Level 3
Telecommunications Franchise Ordinance (the "Ordinance"), approving the execution of this
Agreement. Execution of this Agreement constitutes the unqualified acceptance of the Ordinance
by the Company. Such Ordinance is incorporated herein by reference, and made an integral part
of this Agreement.
1.2 Franchise Description. The Ordinance confers upon the Company, and its
successors and assigns,the right,privilege,and franchise(the"Franchise"),to construct,maintain
and operate in, under, along, over, across, and through portions of the Right-of-Way (as defined
in Section 3.1 hereof), facilities consisting of telecommunication lines and cables (including,
without limitation, fiber-optic and copper lines and cables), together with all necessary and
desirable appurtenances(including without limitation underground and above ground conduits and
structures, poles, towers, wire and cable) (collectively the "Company Facilities"). Upon the
annexation of any territory to the City, all rights hereby granted, and the Franchise, shall
automatically extend to the territory so annexed, to the extent the City has authority to so extend
the Franchise. All facilities owned,maintained,or operated by the Company located within,under,
or over public rights-of-way of the territory so annexed shall thereafter be subject to all terms
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hereof. The Company Facilities may be used by the Company (and others, as provided herein),
for the purpose of providing any of the services contemplated to be provided by
telecommunications providers under the Telecommunications Act, and involving any switched or
other one-way or two-way transmission of voice or data, including but not necessarily limited to
(i) services interconnecting interexchange carriers for the purpose of any transmission of voice or
data; (ii) services connecting interexchange carriers or competitive access carriers to local
exchange providers for the purpose of any transmission of voice or data; (iii) services connecting
interexchange carriers to any entity, other than another interexchange carrier or the local exchange
provider for the purpose of any transmission of voice or data; (iv) services providing private line
point-to-point service for end users for the purpose of any transmission of voice or data; (v) video,
video conferencing or point-to-point private line service, or (vi) any service regulated by state
regulatory agencies or the Federal Communications Commission which the state of Utah or
Federal Communications Commission has authorized the Company to provide.
Anything in this Agreement to the contrary notwithstanding,the Company may not use the
Company Facilities to provide,to any customer within the City,cable television services as defined
in the federal Cable Communication Policy Act of 1984, as amended, without a separate franchise
therefor.
1.3 Term. The term of the Franchise is ten(10) years commencing on the date both parties
have signed this Agreement(with the City's signature evidenced by recordation with the Salt Lake
City Recorder) (the "Effective Date"), and then from year-to-year until a party gives the other
party at least ninety (90) days' notice in writing and in advance of expiration of the initial term or
any subsequent term stating an intent to terminate the Agreement at the end of such existing term.
ARTICLE II
FRANCHISE FEE; ADMINISTRATION FEE
2.1 Franchise Fee. (a) For and in consideration of the Franchise, and as fair and
reasonable compensation to the City for the use by the Company of the City's Right-of-Way, the
Company will pay to the State of Utah for the benefit of the City an annual franchise fee (the
"Franchise Fee"), in an amount equal to, and consisting of, the municipal telecommunications
license tax (the "Municipal Telecommunications Tax") authorized pursuant to the Utah
Municipal Telecommunications License Tax Act,Title 10,Chapter 1,Part 4,Utah Code Annotated
1953, as amended (the "Municipal Telecommunications Tax Act"). Such Franchise Fee shall
be calculated in the manner provided in the Municipal Telecommunications Tax Act, and shall be
paid by the Company to the Utah State Tax Commission, as agent for the City under an Interlocal
Cooperation Agreement by and among the City, the Utah State Tax Commission, and others, at
the times and in the manner prescribed in the Municipal Telecommunications Tax Act, and any
rules and regulations promulgated thereunder. Compliance by the Company with the terms and
provisions of the Municipal Telecommunications Tax Act, and any rules and regulations
promulgated thereunder, shall satisfy all requirements of this Agreement with respect to the
calculation and payment of the Franchise Fee.
(b) Notwithstanding the provisions of Section 2.1(a) above, the Franchise Fee shall be
calculated and payable as described therein only so long as the Company and the services provided
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within the City by the Company by means of the Company Facilities are subject to the Municipal
Telecommunications Tax. This franchise does not contemplate or permit Company to provide
cable television service and to the extent all or any portion of the Company Facilities is used to
provide cable television service, Company shall acquire a separate franchise for same. In the event
all or any portion of the Company Facilities ceases to be used by the Company to provide services
subject to the Municipal Telecommunications Tax, the Company shall pay, in lieu of the Franchise
Fee, a charge with respect to such portion of the Company Facilities, which shall be calculated as
3.5% of "gross revenue" (as defined in Utah Code Section 10-1-402). Such fee shall be paid
annually, payable from and after (i) the date Company ceases to provide such services, or (ii) the
date the Municipal Telecommunications Tax ceases to apply to the services provided by the
Company. If at any time the Municipal Telecommunications Act is changed in such a way as to
affect this Franchise in any way, the City and the Company agree to negotiate in good faith within
sixty (60) days any amendments to this Agreement as shall be necessary to accommodate such
changes, including payment provisions; provided such new or changed provisions shall conform
substantially with the provisions contained in any permits held by other similarly situated
companies.
2.2 Report of Franchise Fee Payment. Upon the written request of the City, the
Company shall prepare and deliver to the City, an annual report summarizing Company payments
to the Utah State Tax Commission for the requested period. Such report shall include such
information related to such payment as the City shall reasonably request, including by way of
example, and not limitation, the gross receipts of the Company from telecommunications service
that are attributed to the City during such period, and the methodology for calculating such gross
receipts.
2.3 Record Inspection. The records of the Company pertaining to the annual reports
and payment required in this Agreement, including but not limited to any records deemed
necessary or useful by the City to calculate or confirm gross receipts, and all other records of the
Company reasonably required by the City to assure compliance by the Company with the terms of
this Agreement ("Company Confidential Information"), shall be open to inspection by the City
and its duly authorized representatives upon reasonable notice at all reasonable business hours of
the Company. The Company may require such inspection to be performed at any Company
Facilities where such Company Confidential Information may be located; provided that in the
event such Company Confidential Information is not located at Company Facilities within the City,
such Company Confidential Information shall be delivered by the Company for inspection by the
City at the address of the City set forth in Section 13.1 hereof. City will hold in strict confidence
and will keep confidential all Company Confidential Information. City will use reasonable care
to avoid publication or dissemination of such Company Confidential Information. City will not
disclose Company Confidential Information to any third person. Notwithstanding the previous
sentence, City may disclose Company Confidential Information to its employees, officers,
directors, consultants, advisors and agents (collectively, "Representatives") to the extent
reasonably necessary to carry out the inspection; provided, however,that such Representatives are
informed of the confidential nature of the Company Confidential Information, and are bound by
confidentiality obligations no less stringent than those set forth herein. Notwithstanding the
forgoing, Company acknowledges that City is subject to the requirements of GRAMA as provided
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for in Paragraph 15.7 below. Company specifically waives any claims against City related to
disclosure of any materials as required by GRAMA.
2.4 Service of Process. The Company agrees to use its best efforts to provide a local office
within the State of Utah for purposes of acceptance of process. Otherwise, the Company agrees to
advise City of a person or office where such process may be served.
2.5 Administrative Fee. In addition to the annual Franchise Fee described above, the
Company shall pay to the City, upon execution and delivery hereof, a one-time administrative fee
of$5,000, which shall compensate the City for (but which does not exceed), the direct costs and
expenses incurred by the City in preparing, considering, approving, executing and implementing
the Ordinance and this Agreement.
ARTICLE III
COMPANY USE OF RIGHT-OF-WAY
3.1 Franchise Rights to Use Right-of-Way. (a) The Company shall have the right to
excavate in, and use any present and future City-owned or controlled street, alley, viaduct, bridge,
road, lane and public way within the City, including the surface, subsurface and airspace
(collectively the "Right-of-Way"), subject to the terms and conditions of this Agreement and in
locations where Company obtains appropriate permits. In addition, the Company shall have the
right to utilize any easement across private property granted to the City for utility purposes,
provided (i) the prior written consent of the director of the City department which controls such
easement is obtained in each case, and (ii) the documents granting such easement to the City
authorize such use. In all cases, the precise location of the Company Facilities within, on, over,
under, across or through the Right-of-Way shall be subject to City's reasonable and lawful
approval, and the right to use such Rights-of-Way shall be subject to the terms of this Agreement,
and all applicable federal, state, and City laws, ordinances, rules, and regulations now existing or
from time to time adopted or promulgated.
(b) The rights granted to the Company herein do not include the right to (i) excavate
in, occupy or use any City park, recreational areas or other property owned by the City, or (ii)
attach or locate any of the Company Facilities to or on, or otherwise utilize any of, any City-owned
property or facilities or structures, including without limitation light poles, towers, buildings and
trees. The use of such City-owned property or facilities by the Company shall be considered by
the City on a case-by-case basis, and shall be subject to payment of additional compensation to the
City. Similarly, the rights granted herein by the City to the Company do not include the right to
situate any Company Facilities on poles or other property owned by entities other than the City
and situated in the City's Right-of-Way. It shall be the responsibility of the Company to negotiate
any pole-attachment agreements or similar agreements with the owners of such poles or facilities,
and to pay to such owners any required compensation.
3.2 Duty to Relocate. (a) Whenever the City shall require the relocation or
reinstallation of any of the Company Facilities situated within the Right-of-Way, it shall be the
obligation of the Company, upon notice of such requirement and written demand made of the
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Company, and within a reasonable time thereof, but not less than sixty (60) days from the date of
notice, to commence to remove and relocate or reinstall such Company Facilities as may be
reasonably necessary to meet the requirements of the City, which relocation shall be completed
within a reasonably practicable time thereafter, but in no event longer than one hundred twenty
(120) days, unless extended by mutual agreement. In exigent circumstances, Company will work
with City to cause such relocation to be completed as quickly as possible. Such relocation may be
required by the City for any lawful purpose,including,without limitation,the resolution of existing
or anticipated conflicts or the accommodation of any conflicting uses or proposed uses of the
Right-of-Way, whether such conflicts arise in connection with a City project or a project
undertaken by some other person or entity, public or private. The City will cooperate with the
Company to provide alternate space where available, within the Right-of-Way, at no additional
cost to the Company.
(b) Such relocations, as described above in subsection (a), shall be accomplished by
the Company at no cost or expense to the City. In the event the relocation is ordered for other
purposes, including but not limited to projects undertaken in whole or in part to accommodate the
facilities, development or other project of an entity other than the City or the Company, the cost
and expense of such relocation shall be borne by such other entity. Any money and all rights to
reimbursement from the State of Utah or the federal government to which the Company may be
entitled for work done by the Company pursuant to this paragraph, shall be the property of the
Company. City shall assign or otherwise transfer to the Company all rights it may have to recover
costs for such work performed by the Company and shall reasonably cooperate with the
Company's efforts to obtain reimbursement.
3.3 City Duty to Obtain Approval to Move Company Property; Emergency Exception.
Except as otherwise provided herein, the City shall not, without the prior written approval of the
Company, intentionally alter, remove, relocate or otherwise interfere with any portion of the
Company Facilities. However, if it becomes necessary, in the judgment of the City Representative
(as defined in Section 6.1 hereof), to cut or move any of the Company Facilities because of a fire,
flood, emergency, earthquake disaster or other imminent threat thereof, or to relocate any portion
of the Company Facilities upon the Company's failure to do so following a request by the City
under Section 3.2 hereof, these acts may be done without prior written approval of the Company
and the repairs thereby rendered necessary shall be made by the Company, without charge to the
City. Any written approval required shall be reviewed and processed by the Company within
seven calendar days and approval shall not be unreasonably withheld, conditioned, or delayed.
3.4 Annual Information Coordination. Upon reasonable request, and no more than
once per year, the Company and City shall meet for the purpose of exchanging information and
documents regarding known or anticipated construction and other similar work within the City,
with a view toward coordinating their respective activities in those areas where such coordination
may prove mutually beneficial.
3.5 Common Use of Facilities. (a) In order to minimize the adverse impact to the
Right-of-Way and to City facilities,and inconvenience to the public, caused by construction,repair
and maintenance activities multiple utility franchisees, it is the policy of the City to encourage the
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shared use of telecommunication facilities by City franchisees and permittees whenever
practicable.
(b) Except when necessary to service a subscriber, and subject to the written approval
and conditions of the City, the Company will endeavor to, prior to constructing any Company
Facilities, fully utilize any excess capacity reasonably and cost-effectively available on any
existing poles or within any existing conduit, under such terms and agreements as the Company
negotiates with the owners of such poles or conduits. The City shall cooperate with the Company
in negotiating and obtaining permission to use such facilities.
(c) Intentionally deleted.
(d) No Company Facilities shall be installed or the installation thereof commenced on
any existing pole within the Right-of-Way until the proposed location, specifications and manner
of installation thereof are set forth upon a plot or map showing the existing poles, where such
installations are proposed. The plot or map shall be submitted for approval to the City
Representative.
(e) If the Company is required to locate Company Facilities within the Right-of-Way
other than Company Facilities which may be attached to utility poles, the nature of such Company
Facilities shall be disclosed to the City Representative for approval as to the need thereof and as
to the location within the Right-of-Way. The installation shall be made under such reasonable and
lawful conditions as the City Representative shall prescribe.
(f) The Company may trim at its own expense any trees or other vegetation
overhanging the Right-of-Way of the City to prevent interference with Company Facilities. All
trimming on City property shall be done with the approval of and under the direction of the City's
Urban Forester and at the expense of the Company.
(g) The Company shall, at the request of any person holding a building moving permit
issued by the City, temporarily raise or lower its wires to permit the moving of such building. The
expense of such temporary removal or raising or lowering of the wires shall be paid by the person
requesting the same and the Company shall have the authority to require such payment in advance.
The City agrees to cause prior written notice of the necessity to move wires to be given as far in
advance as possible, provided that in no event shall less than thirty (30) days' advance notice be
given.
3.6 Duty to Underground. (a) The Company shall be required to comply with the rules
and regulations of the Public Service Commission in regard to the installation of underground
lines. In addition, the Company shall comply with rules and regulations adopted by the City for
the placement of newly constructed network lines underground; provided, however, Company
shall only be required to place newly constructed network lines underground to the extent that
underground placement is also required of all other existing and newly constructed lines of other
telecommunication companies at that location with the City at Company's cost. Undergrounding
may be required by the City for any lawful purpose, including, without limitation, the resolution
of existing or anticipated conflicts or the accommodation of any conflicting uses or proposed uses
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of the Right-of-Way, whether such conflicts arise in connection with a City project or a project
undertaken by some other person or entity, public or private. If all other electric utilities or
telephone utilities are located or relocated underground in any place within the City after the
Company has installed its facilities the Company shall thereafter remove and relocate its facilities
underground in such places and within a timeframe agreed to by the parties. Where utilities are
underground, the Company may locate certain equipment above ground upon a showing of
necessity and with the written approval from the City.
(b) City will cooperate with the Company to provide alternate space where available,
within the Right-of-Way, at no additional cost to the Company. Undergrounding, as described
above in subsection (a), shall be accomplished by the Company at no cost or expense to the City.
In the event the undergrounding is ordered for other purposes, including but not limited to projects
undertaken in whole or in part to accommodate the facilities, development or other project of an
entity other than the City or the Company, the cost and expense of such undergrounding shall be
borne by such other entity. Any money and all rights to reimbursement from the State of Utah or
the federal government to which the Company may be entitled for work done by the Company
pursuant to this paragraph, shall be the property of the Company. City shall assign or otherwise
transfer to the Company all rights it may have to recover costs for such work performed by the
Company and shall reasonably cooperate with the Company's efforts to obtain reimbursement.
3.7 Company Duty to Comply With Rules and Regulations. Company Facilities
located on, upon, over or under the Right-of-Way shall be constructed, installed, maintained,
cleared of vegetation, renovated or replaced in accordance with such lawful rules and regulations
as the City may issue. The Company shall acquire, and any fees with respect to, such permits as
may be required by such rules and regulations, and the City may inspect the manner of such work
and require remedies as may be necessary to assure compliance.
3.8 Intentionally deleted.
3.9 Compliance with Applicable Law. All Company Facilities installed or used under
color of this Agreement shall be used, constructed and maintained in accordance with applicable
federal, state and City laws and regulations, including without limitation environmental laws;
provided that this provision shall not be construed to require the Company to modify or retrofit
any existing facilities to meet new code standards unless otherwise required by law. Nothing in
this Agreement shall constitute a waiver of either party's right to challenge any portion of this
Agreement which is not in accordance with applicable federal, state and local laws.
3.10 Location to Minimize Interference. All Company Facilities shall be reasonably
located so as to cause minimum interference with the use of the Right-of-Way by others, and so
as to cause minimum interference with the rights of the owners of property which abuts any portion
of the Right-of-Way.
3.11 Repair Damage. If during the course of work on Company Facilities,the Company
causes damage to or alters any portion of the Right-of-Way, or any City facilities or other public
property or facilities, the Company shall (at its own cost and expense and in a manner approved
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by the City Representative), replace and restore such portion of the Right-of-Way or any City
facilities or other public or private property or facilities, in accordance with applicable City
ordinances, policies and regulations relating to repair work of similar character.
3.12 Guarantee of Repairs. For a period of three years following the completion of any
work in the Right-of-Way or any repair work performed pursuant to Section 3.11, and excluding
damage caused by City or other third party, the Company shall maintain, repair, and keep in good
condition those portions of the Right-of-Way or property or facilities restored, repaired or replaced
by or on behalf of the Company, to the reasonable satisfaction of the City Engineer.
3.13 Safety Standards. The Company's work, while in progress, shall be properly
protected at all times with suitable barricades, flags, lights, flares, or other devices in accordance
with applicable safety regulations or standards imposed by law.
3.14 Condition of Company Facilities. The Company shall maintain the general
appearance of Company Facilities in a good and workmanlike manner consistent with best industry
practice.
3.15 Inspection by the City. The Company Facilities shall be subject to inspection by
the City to the extent reasonably necessary to assure compliance by the Company with the terms
of this Agreement. The City shall inspect Company Facilities at reasonable times and upon
reasonable notice to the Company;provided,however,the inspection shall not interrupt or interfere
with any services provided by the Company.
3.16 Company's Duty to Remove Company Facilities from the Right-of-Way.
(a) Subject to subsection (c) below, the Company shall promptly remove from the
Right-of-Way all or any part of the Company Facilities, when one or more of the following
conditions occur:
(i) The Company ceases to operate such Company Facilities for a continuous
period of twelve (12) months, and does not begin operating such Company Facilities as provided
below within thirty (30) days after receiving notice following any such cessation from the City,
except when the cessation of service is a direct result of a natural or man-made disaster;
(ii) The failure to cure construction or installation of such Company Facilities
that do not meet the requirements of this Agreement following notice by City described below; or
(iii) The Franchise is terminated or revoked pursuant to notice as provided
herein; provided, however, that the Company need not remove its network if the City continues to
receive payments from the state related hereto, and the parties are in discussion of a renewal or
replacement franchise or similar agreement.
(b) Upon receipt by the Company of written notice from the City setting forth one or
more of the occurrences specified in subsection (a) above, the Company shall have ninety (90)
days from the date upon which said notice is received to remove such Company Facilities, or, in
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the case of subsection (a), to begin operating the Company Facilities.
(c) The Company may abandon any underground Company Facilities in place, subject
to the reasonable requirements of the City, and with the prior written consent of the City, which
may be granted or withheld in the City's sole and absolute discretion. In such an event, the
abandoned system shall become the property of the City and the Company shall have no further
responsibilities or obligations concerning those facilities. The City shall not use the possibility of
obtaining ownership of the abandoned system as a rationale for terminating or revoking this
Agreement.
3.17 Operational Reports. During the period of construction of any Company Facilities,
the Company shall furnish the City with written progress reports as required pursuant to the terms
of any permit to work in the public way.
3.18 Removal of Facilities Upon Request. Company shall comply with the regulations
of the Utah Public Service Commission regarding removal of the Company Facilities.
ARTICLE IV
CITY USE RIGHTS
4.1 City Use of Poles and Overhead Structures. The City shall have the right to enter
into a contract with the Company to license for a fee poles and conduit owned by the Company
within the City for fire alarms, police signal systems, or any other lawful use; provided, however,
any said uses by the City shall be for activities owned, operated or exclusively used by the City
for any public purposes and shall not include the provision of telecommunication, communication,
or Internet services to third parties.
4.2 Use of Trenches. Whenever the Company proposes to install new underground
conduits or replace existing underground conduits within or under the Right-of-Way, it shall notify
the City Representative as soon as practical and shall allow the City, at its own expense, and
without charge to the Company, to use any such trench opened by the Company to lay the City's
facilities therein; provided, (i) that such action will not materially interfere with Company
Facilities or delay or otherwise complicate the accomplishment of the Company's project; (ii) any
said uses by the City shall be for activities owned, operated or exclusively used by the City for any
public purposes and shall not include the provision of telecommunication, communication, or
Internet services to third parties; and (iii) that the Company may require the City to agree to
reasonable terms and conditions of such use..
4.3 Use of Company Corridors. The City may identify corridors which the Company
now or in the future owns in fee within the City and which are similar in nature to transmission
corridors of electric utility companies. The City may identify portions of such corridors, if any, as
being desirable locations for public parks, playgrounds or recreation areas. In such event, and upon
notice by the City, the Company shall discuss with the City in good faith whether an agreement
providing for such uses by the City can be reached; provided that such use shall be within the sole
discretion of Company The Company shall assume no liability nor shall it incur, directly or
indirectly any additional expense in connection therewith.
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4.4 Limitation on Use Rights. Nothing in this Article 4 shall be construed to require
the Company to increase pole capacity or trench size, alter the manner in which the Company
attaches equipment to the poles or installs facilities, or alter the manner in which it operates and
maintains its equipment.
ARTICLE V
POLICE POWER
The City expressly reserves, and the Company expressly recognizes, the City's right and
duty to adopt, from time to time, in addition to the provisions herein contained, such ordinances,
rules and regulations as the City may deem necessary in the exercise of its police power for the
protection of the health, safety and welfare of its residents and their properties. This Agreement is
subordinate to City's exercise of its police power.
ARTICLE VI
CITY REPRESENTATIVE
6.1 City Representative. Except as provided hereinafter, the City Engineer, or his/her
designee, or such other person as the Mayor may designate from time to time (which designation
shall be communicated to the Company in writing), is hereby designated the official of the City
having full power and authority, along with a representative of the City Attorney's Office,to take
appropriate action for and on behalf of the City and its inhabitants to enforce the provisions of this
Agreement and to investigate any alleged violations or failures of the Company to comply with
said provisions or to adequately and fully discharge its responsibilities and obligations hereunder.
The City Engineer or such other designee is referred to herein as the City Representative. The
failure or omission of the City Representative to so act shall not constitute a waiver or estoppel.
The City Representative shall be the Company's initial point of contact with the City. Unless
specifically provided otherwise, all decisions, consents or approvals required of the "City" shall
be made or given by the City through the City Representative. The City Representative shall
coordinate with other City officials, personnel and departments in all matters relating to this
Agreement.
6.2 Company Duty to Cooperate. In order to facilitate such duties of the City
Representative, the Company agrees:
(a) To allow the City Representative to inspect at a reasonable time and without
interference to Company operations the Company Facilities in accordance with Section 3.15.
(b) That the City Representative may convey to the Company, and, with notice to the
Company in accordance with this Agreement, to the Federal Communications Commission, the
Utah Public Service Commission and any other regulatory agency having jurisdiction, any
complaint of any customer of the Company within the City with respect to the quality and price of
telecommunication services and the appropriate standards thereof; provided, however, that City
Representative's failure to provide any such notice to the Company shall not constitute a breach
of this Agreement.
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ARTICLE VII
Intentionally Deleted.
ARTICLE VIII
CONTINUATION OF SERVICE
In the event the Company is or becomes the exclusive local exchange carrier providing
basic telephone exchange services within the City, the removal of Company Facilities, and the
discontinuation of telecommunication services by the Company within the City, shall be subject
to applicable regulations and procedures of the Public Service Commission, or any successor
regulatory body.
ARTICLE IX
TRANSFER OF FRANCHISE
(a) The Company shall not sell, transfer, lease, assign, sublet or otherwise make
available to any person or entity other than the Company, in whole or in part, either by forced or
involuntary sale, or by ordinary sale, contract, consolidation or otherwise, the Franchise or any
rights or privileges under this Agreement(each, a"Transfer"), to Proposed Transferee, without the
prior written consent of the City, such consent will not be unreasonably withheld. The following
events (by way of illustration and not limitation) shall be deemed to be a Transfer of the Franchise
requiring compliance with this Article: (i)the sale, assignment or other transfer of all or a majority
of the Company's assets to another Person; (ii) the sale, assignment or other transfer of capital
stock or partnership, membership or other equity interests in the Company by one or more of its
existing shareholders, partners, members or other equity owners, so as to create a new Controlling
Interest in the Company; (iii) the issuance of additional capital stock or partnership, membership
or other equity interest by the Company so as to create a new Controlling Interest in the Company;
or (iv) the entry by the Company into an agreement with respect to the management or operation
of the Company or its facilities (including the Company Facilities).
(b) The consent required shall be given or denied by the City not later than one-
hundred twenty (120) days following receipt by the City of a written request for consent, and shall
not be unreasonably withheld. For the purpose of determining whether it shall grant its consent,
the City may inquire into the qualifications of the Proposed Transferee, and the Company shall
assist the City in the inquiry. City may condition or deny its consent based on any or a combination
of the following or similar criteria. The Proposed Transferee shall indicate by affidavit whether it:
(i) has ever been convicted or held liable for acts involving deceit
including any violation of federal, State or local law or regulations, or is currently under an
indictment, investigation or complaint charging such acts;
(ii) has ever had a judgment entered against it in an action for fraud,
deceit, or misrepresentation by any court of competent jurisdiction;
(iii) has pending any material legal claim, lawsuit, or administrative
proceeding arising out of or involving a system similar to the Company Facilities, except that any
11
such claims, suits or proceedings relating to insurance claims, theft or service, or employment
matters need not be disclosed;
(iv) is financially solvent, by submitting financial data, including
financial statements, that have been audited by a certified public accountant, along with any other
data that the City may reasonably require;
(v) has the financial and technical capability to enable it to maintain and
operate the Company Facilities for the remaining term of this Agreement; and
(vi) the use of the Company Facilities and Right-of-Way by the
Proposed Transferee are consistent with the uses by the Company permitted under this Agreement.
The Company shall provide to the City information regarding any failure by the
Company to comply with any provision of this Agreement or of any applicable customer or
consumer service standards promulgated or in effect in the City's jurisdiction at any point during
the term of this Agreement.
(c) Notwithstanding the foregoing, the City's consent shall not be required in
connection with, and Company shall provide prompt written notice to City of, the following
circumstances:
(i) The intracorporate transfer from one wholly-owned subsidiary to another
wholly-owned subsidiary of a parent corporation;
(ii) Any transfer in trust, a mortgage, or other instrument of hypothecation of
the assets of the Company, in whole or in part, to secure an indebtedness, provided that
such pledge of the assets of the Company shall not impair or mitigate the Company's
responsibility and capability to meet all its obligations under this Agreement;
(iii) Any sale or other transfer by the Company of equipment or property;
(iv) Interconnection, license, pole attachment or other agreements pursuant to
which the Company Facilities may be used by another entity operating within the City
(provided, however, that Company acknowledges that such other entity shall be required
to obtain any relevant permits from the City); or
(v) Company's acquisition of another entity when the use of the Right-of-Way
by the acquired entity is consistent with the use permitted under this Agreement.
(d) Transfer by the Company shall not constitute a waiver or release of any rights of
the City in or to its Right-of-Way and any transfer shall by its own terms be expressly subject to
the terms and conditions of this Agreement.
12
(e) A sale, transfer or assignment of this Agreement will only be effective upon the
Proposed Transferee becoming a signatory to this Agreement by executing an unconditional
acceptance of this Agreement.
(f) For purposes of this Article IX, the following terms shall have the following
meanings:
(i) "Control" or "Controlling Interest" means actual working control in
whatever manner exercised, including, without limitation, working control through ownership,
management, debt instruments or negative control, as the case may be, of the Company Facilities
or of the Company. A rebuttable presumption of the existence of Control or a Controlling Interest
shall arise from the beneficial ownership, directly, by any person, or group of persons or entities
acting in concert, of more than fifty percent (50%) of the Company. "Control" or "Controlling
Interest" as used herein may be held simultaneously by more than one Person.
(ii) "Person"means any individual, sole proprietorship,partnership, association
or corporation, or any other form of organization, and includes any natural person.
(iii) "Proposed Transferee" means a proposed purchaser, transferee, lessee,
assignee or person acquiring ownership or control of the Company.
ARTICLE X
EARLY TERMINATION OR REVOCATION OF FRANCHISE
10.1 Grounds for Termination. The City may terminate or revoke this Agreement and
all rights and privileges herein provided for any of the following reasons:
(a) The Company fails to make timely payments of the Franchise Fee as required under
Article II of this Agreement, or any other fee due to the City under the terms of this Agreement,
and does not correct such failure within forty-five (45)business days after receipt of written notice
by the City of such failure.
(b) The Company, by act or omission, violates a material term or condition herein set
forth within the Company's control, and with respect to which redress is not otherwise herein
provided. In such event, the City, acting by or through its City Council, may after public hearing,
determine that such failure is of a material nature and thereupon, after written notice given to the
Company of such determination, the Company shall, within thirty (30) days of such notice,
commence efforts to remedy the conditions identified in the notice, and shall have six (6) months
from the date it receives notice to remedy the conditions. After the expiration of such six (6)month
period and upon failure by the Company to correct such conditions, the City may declare the
Franchise forfeited and this Agreement terminated, and thereupon the Company shall have no
further rights or authority hereunder; provided, however, that any such declaration of forfeiture
and termination shall be subject to judicial review as provided by law, and provided further that in
the event such failure is of such nature that it cannot be reasonably corrected within the six (6)
month period above, the City shall provide additional time for the reasonable correction of such
alleged failure if the Company (i) commences corrective action during such six (6) month period,
13
and (ii) diligently pursues such corrective action to completion.
(c) The Company becomes insolvent, unable or unwilling to pay its debts, is adjudged
bankrupt, or all or part of its facilities are sold under an instrument to secure a debt and is not
redeemed by the Company within sixty (60) days.
(d) In furtherance of the Company policy or through acts or omissions done within the
scope and course of employment, a member of the Board of Directors or an officer of the Company
knowingly: (i) engages in conduct or (ii) makes a material misrepresentation with or to the City,
that is fraudulent or in violation of a felony criminal statute of the State of Utah.
(e) Company abandons use of all Company Facilities for 12 consecutive months.
10.2 Reserved Rights. Nothing contained herein shall be deemed to preclude the
Company from pursuing any legal or equitable rights or remedies it may have to challenge the
action of the City.
ARTICLE XI
COMPANY INDEMNIFICATION; INSURANCE
11.1 No City Liability. The City shall in no way be liable or responsible for any loss or
damage to property or any injury to, or death of, any person that may occur in the construction,
operation or maintenance by the Company of the Company Facilities; provided, however, that the
City will be liable only for its own conduct, subject to and without waiving any defenses, including
limitation of damages, provided for in the Utah Governmental Immunity Act (Utah Code §§ 63G-
7-101 et seq.) or successor provision. Company agrees that the Rights-of-Way are delivered in an
"AS IS, WHERE IS" condition and City makes no representation or warranty regarding their
condition, and disclaims all express and implied warranties.
11.2 Company Indemnification of City. The Company shall indemnify,defend and hold
the City, its officers and employees, harmless from and against all losses, claims, counterclaims,
demands, actions, damages, costs, charges, liens and all liability or damage of whatsoever kind on
account of or arising from the exercise by the Company of its rights hereunder, and shall pay the
reasonable costs of defense, including reasonable attorneys' fees. Said indemnification shall
include but not be limited to the Company's intentional or negligent acts or omissions pursuant to
its use of the rights and privileges of this Agreement, including construction, operation and
maintenance of the Company Facilities whether or not any such use, act or omission complained
of is authorized, allowed or prohibited by this Agreement. The Company's duty to defend the City
shall exist regardless of whether the City or the Company may ultimately be found to be liable for
third party negligence or other conduct. In the event that City's tender of defense is rejected by
Company or Company's insurer, and Company is later found by a court of competent jurisdiction
to have been required to indemnify City, then in addition to any other remedies City may have,
Company agrees to pay the City's reasonable costs, expenses and attorney's fees in proving such
liability, defending itself and enforcing this indemnity provision to the extent required by section
11.3 below.
14
11.3 Notice of Indemnification. The City shall (a) give prompt written notice to the
Company of any claim, demand or lien with respect to which the City seeks indemnification
hereunder and (b) unless in the City's judgment a conflict of interest may exist between the City
and the Company with respect to such claim, demand or lien, permit the Company to assume the
defense of such claim, demand, or lien with counsel satisfactory to City. If such defense is not
assumed by the Company, the Company shall not be subject to any liability for any settlement
made without its consent. Notwithstanding any provision hereof to the contrary, the Company
shall not be obligated to indemnify, defend or hold the City harmless to the extent any claim,
demand or lien arises out of or in connection with any breach by the City of any obligation under
this Agreement or any negligent act or failure to act of the City or any of its officers or employees
or agents.
11.4 Insurance.
(a) The Company, at its own cost and expense, shall secure and maintain, and shall
ensure that any subcontractor to the Company shall secure and maintain, during the term of this
Agreement the following policies of insurance:
(i) Commercial General Liability Insurance. Commercial general liability
insurance with the City as an additional insured on a primary and non-contributing bases
in comparison to all other insurance including City's own policy or policies of insurance,
in the minimum amount of$2,000,000 per occurrence with a$3,000,000 general aggregate
and $3,000,000 products completed operations aggregate. These limits can be covered
either under a CGL insurance policy alone, or a combination of a CGL insurance policy
and an umbrella insurance policy and/or a CGL insurance policy and an excess insurance
policy. The policy shall protect the City, Company, and any subcontractors from claims
for damages for personal injury, including accidental death, and from claims for property
damage that may arise from the Company's operations under this Agreement, whether
performed by Company itself, any subcontractor, or anyone directly or indirectly employed
by either of them. Such insurance shall provide coverage for premises operations, acts of
independent contractors, products, and completed operations.
(ii) Commercial Automobile Liability Insurance. Commercial automobile
liability insurance that provides coverage for owned, hired, and non-owned automobiles,
used in connection with this Agreement in the minimum amount of with a combined single
limit of$2,000,000 per occurrence. These limits can be covered either under a commercial
automobile liability insurance policy alone, or a combination of a commercial automobile
liability insurance policy and an umbrella insurance policy and/or a commercial automobile
liability insurance policy and an excess insurance policy. If the policy only covers certain
vehicles or types of vehicles, such as scheduled autos or only hired and non-owned autos,
Company shall only use those vehicles that are covered by its policy in connection with
any work performed under this Agreement.
(iii) Workers' Compensation and Employer's Liability. Worker's compensation
and employer's liability insurance sufficient to cover all of the Company's employees
15
pursuant to Utah law, unless a waiver of coverage is allowed and acquired pursuant to Utah
law. In the event any work is subcontracted, the Company shall require its subcontractor(s)
similarly to provide worker's compensation insurance for all of the latter's employees,
unless a waiver of coverage is allowed and acquired pursuant to Utah law.
(b) General Insurance Requirements.
(i) Any insurance coverage required herein that is written on a "claims made"
form rather than on an"occurrence" form shall (A) provide full prior acts coverage or have
a retroactive date effective before the date of this Agreement, and (B) be maintained for a
period of at least three (3) years following the end of the term of this Agreement or contain
a comparable "extended discovery" clause. Evidence of current extended discovery
coverage and the purchase options available upon policy termination shall be provided to
the City.
(ii) All policies of insurance shall be issued by insurance companies authorized
to do business in the state of Utah and either:
(A) Currently rated A- or better by A.M. Best Company; and
—OR—
(B) Listed in the United States Treasury Department's current Listing of
Approved Sureties (Department Circular 570), as amended.
(iii) The Company shall make available a memorandum of insurance, acceptable
to the City, verifying the foregoing matters concurrent with the execution hereof and
thereafter as required. Evidence of the Company's insurance is available at
www.centurylink.com/moi.
(iv) In the event any work is subcontracted, the Company shall require its
subcontractor, at no cost to the City, to secure and maintain all minimum insurance
coverages required of the Company hereunder.
(v) The aforesaid policies shall provide that said insurance shall not be canceled
unless thirty (30) days prior written notice (ten days for non-payment of premium) shall
have been given to City (provided, however, that in the event that Company's insurance
carrier will not provide such notice to City,then Company must provide such written notice
to City within the time frames set forth above on any required coverage that is not
replaced).
ARTICLE XII
REMEDIES
12.1 Duty to Perform. The Company and the City agree to take all reasonable and
necessary actions to assure that the terms of this Agreement are performed.
16
12.2 Remedies at Law. In the event the Company or the City fails to fulfill any of its
respective obligations under this Agreement, the Party that is not in default may exercise any
remedies available to it provided by law; however, no remedy that would have the effect of
amending the provisions of this Agreement shall become effective without a formal amendment
of this Agreement.
ARTICLE XIII
NOTICES
13.1 City Designee and Address. Unless otherwise specified herein, all notices from the
Company to the City pursuant to or concerning this Agreement shall be delivered to the City at
Housing and Neighborhood Development Division, Real Estate Services Manager, at 451 South
State Street, Room 248, P.O. Box 145460, Salt Lake City, Utah, 84114-5460, with a copy to the
City Attorney, at 451 South State Street, Room 505A, P.O. Box 145478 Salt Lake City, Utah
84114-5478,and(b)such other offices as the City may designate by written notice to the Company.
13.2 Company Designee and Address. The Company currently maintains an office and
telephone number for the conduct of matters relating to this Agreement and the Franchise during
normal business hours and shall provide the City with notice of such address or telephone number
changes. Unless otherwise specified herein, all notices from the City to the Company pursuant to
or concerning this Agreement or the Franchise shall be delivered pursuant to section 15.9.
ARTICLE XIV
AMENDMENT
14.1 Changing Conditions; Duty to Negotiate. (a) The Company and the City recognize
that many aspects of the telecommunications business are currently the subject of discussion,
examination and inquiry by different segments of the industry and affected regulatory authorities,
and that these activities may ultimately result in fundamental changes in the way the Company
conducts its business. In recognition of the present state of uncertainty respecting these matters,
the Company and the City each agree,at the request of the other during the term of this Agreement,
to meet with the other and discuss in good faith whether it would be appropriate, in view of
developments of the kind referred to above during the term of this Agreement, to amend this
Agreement or enter into separate, mutually satisfactory arrangements to effect a proper
accommodation of any such developments.
(b) Either party may propose amendments to this Agreement by giving thirty (30) days
written notice to the other of the proposed amendment(s) desired, and both parties thereafter,
through their designated representatives, will, within a reasonable time, negotiate in good faith in
an effort to agree upon mutually satisfactory amendment(s).
14.2 Entire Agreement; Amendment Approval Required. This Agreement represents
the entire understanding and agreement between the parties hereto with respect to the subject
matter hereof, and can be amended, supplemented, modified, or changed only by the written
agreement of the parties, including the formal approval of the City Council.
17
ARTICLE XV
MISCELLANEOUS
15.1 Conditions. If any section, sentence, paragraph, term or provision of this
Agreement or the Ordinance is for any reason determined to be or rendered illegal, invalid, or
superseded by other lawful authority including any state or federal, legislative, regulatory or
administrative authority having jurisdiction thereof, or determined to be unconstitutional, illegal
or invalid by any court of competent jurisdiction, such portion shall be deemed a separate, distinct,
and independent provision and such determination shall have no effect on the validity of any other
section, sentence, paragraph, term or provision hereof or thereof, all of which will remain in full
force and effect for the term of this Agreement and the Ordinance or any renewal or renewals
thereof.
15.2 No Waiver or Estoppel. Neither the City nor the Company shall be excused from
complying with any of the terms and conditions of this Agreement by any failure of the other, or
any of its officers, employees, or agents, upon any one or more occasions to insist upon or to seek
compliance with any of such terms and conditions.
15.3 Fee Article Essential. (a) Article II hereof is essential to the adoption of this
Agreement.
15.4 Waiver of Non-Severability. Notwithstanding the foregoing, if City stipulates in
writing to judicial, administrative or regulatory action that seeks a determination that Article II is
invalid, illegal, superseded or unconstitutional, then a determination that Article II is invalid,
illegal, unconstitutional or superseded shall have no effect on the validity or effectiveness of any
other section, sentence, paragraph term or provision of this Agreement, which shall remain in full
force and effect.
15.5 Terms upon Renegotiation. In the event the parties are required to amend or
otherwise renegotiate the Agreement pursuant to section 2.1(b) where the Company is no longer
required to pay to the State of Utah the Municipal Telecommunications Tax, the Company
agrees to remit to City during the term of such negotiations an amount equal to the remittance the
City would have received pursuant to said tax attributable to the Company until such time as an
amendment to the Agreement is executed; provided, however, that in no event shall the
Company be obligated to pay a higher percentage of Gross Revenues derived from the sale of
telecommunications services within the City than is paid by other telecommunication companies
serving within the City.
15.7 Utah Governmental Records Management Act. Whenever the Company is required
to deliver to the City, or make available to the City for inspection, any records of the Company,
and such records are delivered to or made available to the City with a written claim of business
confidentiality which meets, in the judgment of the City Representative, the requirements of the
Utah Governmental Records Management Act ("GRAMA"), such records shall be classified by
the City as "protected" within the meaning of GRAMA, and shall not be disclosed by the City
except as may otherwise be required by GRAMA, by court order, or by applicable City ordinance
18
or policy.
15.8 Timeliness of Approvals. Whenever either party is required by the terms of this
Agreement to request the approval or consent of the other party, such request shall be acted upon
at the earliest reasonable convenience of the party receiving the request, and the approval or
consent so requested shall not be unreasonably denied or withheld.
15.9 Notices. Any notice(s) required or permitted to be given pursuant to this
Agreement may be personally served or may be served by certified mail,return receipt requested,
to the following addressees:
City: Company:
Salt Lake City Corporation Level 3 Communications, LLC and Level 3
c/o Real Estate Services Telecom LP
451 South State St., Room 425 Salt Lake City, UT 84111
PO Box 145460 Attention: Local Network Engineering &
Salt Lake City, Utah 84114-5460 Construction
with a copy to:
(a) CenturyLink Law Department
931 14th St
Denver, CO 80202
Attention: Network Attorney
and (b) such other offices as the Company
may designate by written notice to the City.
16. Representation Regarding Ethical Standards for City Officers and Employees and
Former City Officers and Employees. The Company represents that it has not (1) provided an
illegal gift or payoff to a City officer or employee or former City officer or employee, or his or her
relative or business entity; (2) retained any person to solicit or secure this contract upon an
agreement or understanding for a commission, percentage, or brokerage or contingent fee, other
than bona fide employees or bona fide commercial selling agencies for the purpose of securing
business; (3) knowingly breached any of the ethical standards set forth in the City's conflict of
interest ordinance, Chapter 2.44, Salt Lake City Code; or (4) knowingly influenced, and hereby
promises that it will not knowingly influence, a City officer or employee or former City officer or
employee to breach any of the ethical standards set forth in the City's conflict of interest ordinance,
Chapter 2.44, Salt Lake City Code.
17. Third Party Beneficiaries. The benefits and protection provided by this Agreement
shall inure solely to the benefit of the City and the Company. This Agreement shall not be deemed
to create any right in any person who is not a party and shall not be construed in any respect to be
a contract in whole or in part for the benefit of any third party(other than the permitted successors
and assigns of a party hereto).
19
18. Force Majeure. The Company shall not be held in default or noncompliance with
the provisions of the Franchise, nor suffer any enforcement or penalty relating thereto, where
such noncompliance or alleged defaults are caused by strikes, acts of God, power outages, or
other events reasonably beyond its ability to control, but the Company shall not be relieved of
any of its obligations to comply promptly with any provision of this Franchise contract by reason
of any failure of the City to enforce prompt compliance. Nothing herein shall be construed as to
imply that either Party waives any right, payment, or performance based on future legislation
where said legislation impairs this contract in violation of the United States or Utah
Constitutions.
19. Governing Law and Venue. This Agreement and any action related to this
Agreement will be governed by the laws of the State of Utah. Venue for any action brought
pursuant to this Agreement will be in the United States District Court for the District of Utah in
Salt Lake City.
20. Authority. Each individual executing this Agreement on behalf of the City and
Company represents and warrant that such individual is duly authorized to execute and deliver this
Agreement on behalf of the City or Company (as applicable).
[Signatures begin on following page.]
20
WITNESS WHEREOF, this Franchise Agreement is executed in duplicate originals as of
the day and year first above written.
SALT LAKE CITY CORPORATION, a
Utah municipal corporation
J cqueli e M.�Biiskupski, Mayor
Date: /"r Q.r d t. 0/ AC/7
Attest and Countersign: , RECORDED
l le61/L Date of Recordation: MAR 1 4 2019
City Record
^44
CITY RECORDER
Approved As To Form: •00. F1�ff;
\ ThSenior
tiPv
4eg1K< aus City Attorney
21
Level 3 C municatio , LLC
By ✓L��"-
N e:
Title: - a _ l
Date: 01(7- -(' �/ lc
State of (OLJOO )
:ss
County o �F2'1-te l c-L0 )
On the 4- day o f-F;g2,44.¢y 201 ,personally appeared before me
who,being by me duly sworn did say that he/she is the 5y., .L jz, of Level 3 Communications,
LLC, and that the foregoing instrument was signed on behalf of said company and said person
acknowledged to me that he/she is authorized to execute such instrument on behalf of said
company.
NOTARY PUBLIC, residing in County,
My Commission Expires:
DENNIS LEE STEPANICH III
NOTARY PUBLIC
STATE OF COLORADO
OCT NOTARY ID 20144038747
J -�Z COMMISSION EXPIRES OCTOBER 7,
22
Level 3 Telecom LP (formerly known as tw
telecom, 1p)
By
Nam
Title: �l
Date: CU- Dtf /
State of 6)(Z2J-1.-04) )
:ss
County of jP /0)
� D`i
On the 1 day of"R 2.0,9 e 201$,personally appeared before me
who, being by me duly sworn did say that he/she is the S.i 12 of Level 3 Telecom LP,
and that the foregoing instrument was signed on behalf of said company and said person
acknowledged to me that he/she is authorized to execute such instrument on behalf of said
company.
NOTARY PUBLIC, residing in County,
ELO
My Commission Expires:
DENNIS LEE STEPANICH III
NOTARY PUEUC
STATE OP COLORADO
C:er �-G7?, NOTARY
ID MY COMMISSION EXPIRES OCTOBER 7,2022
23