HomeMy WebLinkAboutO-1806ORDINANCE NO. 1806
AN ORDINANCE GRANTING A NON-EXCLUSIVE FRANCHISE TO SOUTHERN
LIGHT, LLC, FOR THE PURPOSE OF CONSTRUCTING AND MAINTAINING A
FIBER-OPTIC TRANSMISSION LINE WITHIN CERTAIN PUBLIC RIGHTS-OF-WAY
WITHIN THE CITY OF FAIRHOPE, ALABAMA
WHEREAS, on July 12, 2021 , the City of Fairhope Alabama (" ity") adopted Ordinance No.
1717 which granted Southern Light, LLC ("Southern Light ") a non-exclusive franchise
(" outhem Light 2021 Franchise") to construct and operate a fiber optic transmission line in the
City; and
WHEREAS, Southern Light is an indirectly owned subsidiary of Uniti Group Inc. ("Uniti
Group"); and
WHEREAS, niti Fiber GulfCo LLC c-· niti GulfCo") is also an indirectly owned subsidiary
niti Group; and
WHEREAS, niti Group now seeks from the City another franchise to secure an asset backed
securities lending facility ('"ABS ") whereby niti Group will transfer certain assets from Southern
Light to Uniti GulfCo; and
WHEREAS, niti Group will assign certain assets to niti Gulteo in support of the ABS ; and
WHEREAS, certain facilities installed and operating in the City 's right-of-way may be owned by
niti GulfCo while others will be owned by outhern Light ; and
WHEREAS, to the extent that the facilities in the rights-of-way are shared between Uniti GulfCo
and outhern Light, niti GulfCo and outhem Light will enter an intercompany agreement to
al low access to those shared facilities ; and
WHEREAS, the City intends by adoption of this Agreement to grant Southern Light a new
franchise and the City also plans to adopt a separate, substantially identical , franchise agreement
for Uniti GulfCo; and
WHEREAS, niti GulfCo and Southern Light will be jointly and severall y liable for any
noncompliance that may occur under the Uniti GulfCo franchise agreement and this Franchise
since each franchise conveys identical terms for the use of the right-of-way in the ity of Fairhope,
Alabama ; and
WHEREAS the City Council wishes to grant a franchise for the construction and maintenance of
the fiber-optic transmission line in accordance with the terms and condi tion s contained herein .
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Ordinance o. 1806
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NOW, THEREFORE, BE IT ORDAi ED BY THE CITY COUNCIL OF THE CITY OF
FAIRHOPE, ALABAMA, AS FOLLOWS:
The City Council of the City of Fairhope does hereby grant to Southern Light, LLC a non-exclusive
franchise granting the limited authority to construct a fiber-optic transmission line in the City of
Fairhope in and along its Rights-of-way subject to the terms and conditions et forth below.
WITNESSETH:
The City does hereby grant to outhern Light , LLC , an Alabama limited liabi lity company , a non-
exclusive franchise as set out below to operate and construct a fiber-optic transmi ssion line :
SECTION 1 Defined Terms. For purposes of this Franchise. the following terms, words and
phrases shall ha e the meanings set forth below. When not inconsistent with the context, words
used in the singular number shall include the plural number, and words in the plural number shall
include the singular .
I.I ·'b:.i!Y'' means the ity of Fairhop . labama.
1.2 "Franchisee " means Southern Light, LLC , its lawful successors , transferees or
assignees thereof.
1.3 "Governing Body" or "City Council " means the City Council of the City of
Fairhope, Alabama.
1.4 "Gross Revenue • means all local revenues , in whatever form and from all sources,
determined in accordance with generally excepted accounting principles that are received or
accrued by Company from customers to the company 's services within the City. Gross Revenue
shall include all local revenues received from customers for the Company's services within
Fairhope, with a deduction for Company's uncollectible accounts, but without deduction for
operating expenses , accruals, or any other expenditure. Notwithstanding the foregoing , Gross
Revenue shall not include any taxes on services furnished by Company imposed by any
municipality , tate, or other gove rnmental unit and collected by Company for such governmental
unit, nor shall it include taxes of general applicability imposed on the customer or the transactions
(but not on Company or any of its affiliates) by federal , state. or local law and required to be
collected and remined by the Company or any of it affiliate to the governmental unit , including
sales use and utility taxes . Gross Revenues shall not include revenues arising from or relating to
services provided by the Company that both originate and terminate outside the corporate limit s
of the City . Gross Revenue on ervices that originate in another municipality and terminate in
the City shall be evenly apportioned among the two for the purposes of calculat ing the fee owed
to each by the Company, such that the aggregate use fee paid by the Company shall not exceed
five percent (5%) of the Gross Revenue on said services.
1.5 "Per on'· means any natural or corporate person, business association or other
business entity including , but not limited to , a partnership, sole proprietorship , political
subdivision , public or private agency of any kind , utility , successor or assign of any of the
foregoing , or any other legal entity .
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Ordinan c o. l 806
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I .6 '•Ri hl -of-\ a ·• means the surface and pa e ab ve and below any public street.
boule ard, road, highwa , freeway. lane, alley. side alk. parkway. driveway, public ways, oroth er
public right of ay. in luding. public utilit easements. dedi at d utility ·trips or rights of way
dedicated for compatible u held b th ity r lo ated \ ithin th it and the police juri diction
if allowed by law which shall entitle the 'ity and th r fran hi ee and the Franchisee to use the
same for the purpose of installing. op rating, repairing and maintaining the ystem so long as su h
use does not interfere with other previously placed facilitie by the it or any other franchisee.
I. 7 •• ystem" shall mean a ystem of pip , tran mi ion line . meter , equipment and
all other facilities associated, ith th e op ration of fib r-opti transmission lines by the Fran hisee
in accordance with the terms and conditions contained herein .
ECTION 2 G nt of Authority. he ity hereby grants to the ranchi ee the non-exclusive
and lim ited authority to con truct. in tall and maintain a fiber-optic transmission line in and along
th Rights-of-v ay in the City of Fairhope from time t time as appro ed and for a period of fift n
ye r from the day th is franchi agreement is signed by both parties. The Franchisee shall not
expand or e tend the y tern in tailed or c n trucled within the ity pursuant to this Franchise
ithout approval from the Building D partment of th ity of Fairhope.
ECTIO 3 Compensation. The Fran hi e h II pay to the City as a franchise fee of Fiv
percent ( .% of its Gro Revenu s during , h calendar year of operation under thi franchi e .
uch payments hall be made quarterly during ea h alendar ear, within fifteen ( l S) day of the
close of each quarter. An nnual finan ial stat m nt shall b furnished to the ity by the
Franchisee on or before April I !,I of each)' ar, rat an time upon r que t of the City after thirty
(30) days written notice, uch report to h \ Gr Revenues recei\'ed b. the Franchisee from it
operations with the City for the previou ear. Howe er, at any time, upon request by the it and
after sixty (60) day written noti , an annual enified audit report shall be fumi hed to th it)'
by the Franchi ee, showing Gross Revenue . recci ed by the Franchisee from its p ration ithin
the City for the previou year. Th 'ity hall be allowed to conduct it own audit of the finan ial
books and records of the Franchisee at least e cry three years. Acceptance of an fee payment
shall not be deemed a waiver or release of any claims the City may have for additional um . nor
construed as an accord or ranchi e that th e amount paid is correct.
ECTIO 4 Duration and Term. The franchise granted hereunder shall expire on July 12.
2036, unles oth n i lawfull ren wed. revoked. or terminated as herein provided. Upon the
expiralion, the Franchi e or the ity shall have the option to renew thi Franchis for on
additional term of the time of which i not yet determined subject to the terms and conditions
contained herein. by giving \.\Titten n tice. si ty (60) days before the expiration of thi Franchise,
to the other party of that part ' intent t rene, thi Franchise for the additional tenn.
SECTIONS Gr nt of on-E clu ive Authority. The right to u and o cupy the Right -of-
way for the purpo es herein et forth hall not be exclusive, and the it re e e the right to grant
the use of said Right -of-way to any per on. firm. or corporation at any time and fi r any lawful
purpose. Thi Franchi e shall n t be c nstrued to create any rights be ond the terms. condition
and period set forth. exc pt a provided herein . The City doe not warrant any of th rights
granted by this Franchi e.
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ECTIO 6 Re . enation of R gulatorv and Poli Pow rs. The ity. by the granting of this
fran hise do not urrender or to any extent lose. waive, impair or le sen the lawful powers and
right now. or\ hich may be hereafter. e ted in the it under th onstitution and the statute
of the tate of labama to regulate the u fits Right. -of-way by the Franchisee or any person
or to charg rea nable compensation for ·uch u ·e. and th Fran hi , b its acceptance of this
franchi e, agrees that all lawful powers and right . regulatory power, police power or otherwi
that may be from time to time vested in or re ·erved to the it). ·hall in full force and effect and
subject to the exerci e thereof by the Cit) at any time . The Franchi ee is deemed to acknowledge
that it rights are subject to the regulatory and police powers of the Cit to adopt and enforce
ordinances necessary for the safety and welfar f the public and agrees to comply \\ith all
applicab le law and ordinances enacted by the ity pur. uant to uch powers. The parties agree
that this franchise shall be subject to the ity' • new Right-of-Way Ordinance. Further, Franchisee
shall compl with the City Tree Ordinance, Right of Way Ordinance, all Cit) ordinance . state
law and federal laws whether now existing or lat r enacted. Any conflic t between the provisions
of thi Franchise and any other present or future lawful exerci ·e of the ity 's police power shall
be re olved in fa or of the latter.
ECTIO 7 tandard of
7.1 Condition of u an •. II portions of the ystem and all associated
equipment installed or erected by the Fran hi ee pursuant to this Franchise shall be located so as
to cause minimum interfer nee with th proper us of the Rights-of-way and with the rights and
r asonable con\'enience of property owners who own propert_ that adjoins any of such Rights-of-
way . A the City upgrades its electrical ·y t m and places power line underground. Franchi · e
will also place its fiber optic lines und rground and this will b done at no cost to the ity. o
open trenching hall be allowed in devel p d area · ithout the prior written approval of the it .
7 .2 Restorati f i 1 hts-of-wa . If during the course of the Franchi ee • • con~truction .
operation. or maintenance of the ystem a di turbance of any Right -of-way b th Fran hi e
occurs, it shall, at its expens , replace and restore such Rights-of-way to a condition comparable
to the condition of the Rights-of-way existing immediately prior to uch di turbance to the
satisfaction of the ity . The work to be done under this Franchi e , and th e restoration of Rights-
of-way as required herein. must be completed with in the date specified in any pennits authorizing
the v ork. The Franchi · shall perfonn the work according to the standards and with the mat rials
specified or approved by the ity. or in the case of tate or federal highways within the ity in
accordance with the appropriate D partm nt of Transportation standards.
7 .3 Relocation at R ue t of th it . pon its rece ipt of reasonable notice, not to be
le than forty-fi e ( 45) da s, e ept where emergenc conditions require ·horter notice. the
Franchisee shall. at its 0\\11 pen . pr tect , ·upport , temporarily disconnect . relocate in the
Rights-of-wa , or rem e fr m the Rights-of-wa . an property of the Franchi ·ee when lawfully
required by the it b rca n of traffic conditions. public safety, street abandonment, freeway
and treet construction. hange ore tabli ·hment of ·treet grade. installation f sewers. drains. gas
or water pipes, electrical r telecommunication lines. when such insta ll ation or con truction i •
being done directly by or for the City, the sta te or federal go ernmenl. hould the Franchisee
refuse or fail to r move its equipment or plant a pro ided for her in within fort -five ( 45) day
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Ordinan e o. 1806
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after written notification. the it} hall hav the right to do su h work or cause it to be done. and
the rea onable cost thereof hall be chargeable to the franchisee.
7.4 Trimmin u '. The Franchisee hall reasonably compen ate
th ity for any damages, in uch amoun as determined by the 'ity. aused by trimming, cuttmg
or remo ing trees or shrubbery, or shall, at its own expense, repla e all trees or shrubs damaged
a a result of any construction. in tallation. repair or maintenance of the _ stem undertaken by the
Franchisee to the satisfaction of the ity .
7.5 afe ' and Pennit Re uirements . Construction, installation. repair and
maintenance of the ystem shall be pcrfonned in an orderly and workmanlike manner. II u h
work hall be perfonned in ubstantial comp liance with applicable federal, state. and lo al law .
rule and regulations, including all pennit requirement and ordinances adopted by the City hich
are now in effect or are hereafter ad ptcd . The ystcm or parts thereof shall not unr asonably
endanger or interfere with the safety of per ·on • or property in the area.
7.6 Minimum tandard . All of the con truction by the Franchi ee hall confonn. at a
minimum, to the minimum standard r the Franchisee. In the event there is a conflict between
th standards adopted b the Fran hi e and an applicable federal, state or local standards,
including ordinances adopted b the ity . rhe tricter tandard shall apply.
7.7 Obstruction of Ri ,h t -f-wa . Except in the case of an emergency, or with the
approval of the City Public Wor D partment with the consent of the Fairhope Police Department.
which consent hall not be unrea onabl ithheld, no Rights-of-wa ob truction or e cavation
may be perfonned when a nally pr hibited or hen conditions are unrea onable for u h ork .
The Franchisee shall not so obstruct the Rights-of-\! ay so as to interfere with the natural, free and
clear passage of water through the gutters. drains, ditches or other waterways.
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7.8
a) The Franchi ee hall at all times employ the highest degree f care a i
commensurate with th practical operation of its business and shall install and maintain in
use commonly accepted method and de ices for preventing failure and accident \ hich
are likel t cau e damage, injurie or nuisances to the public .
b) The Fran hi ee shall install and maintain the ystem in ace rdance with the
requirement of all applicable regulations of the City. which may be amended from time to
time, and in uch manner that it operation will not interfere with any in tallation of the
City or of a public utilit serving the ity .
c) All stru tures and all lines, equipment, and connection in. over. under and
upon the Right -of-wa , wherever ituated or located. shall at all times be kept and
maintained in a safe and uitable condition and in good order and repair.
d) The Franchi ee shall maintain a force of emplo ees at all times sufficie nt to
provide safe, adequate and prompt crvice for the System.
Ordinance o. 1806
Page -6-
7.9 Least Disruptive Technology. The Franchisee is encouraged to perform
construction and maintenanc of the System in a manner resulting in the least amount of damage
and disruption to the Rights-of-way. The Franchisee will be required to use trenchless technology
for any portion of construction or maintenance projects which lie beneath the paved or improved
portion of any roadway to which this Franchise applies. unless otherwise approved by the ity
Council. The ity Public Works Department may require trenchles technology in other locations,
where circumstances prevent or make open-cut methods impractical. The Franchisee may use
either the open-cut method or trenchless technology for construction outside the paved or improved
portion of any roadway to which this ranchi e applie .
SECTION 8 Enforcement and Termination of Franchise.
8.1 Notice of Violation. In the event the Franchisee has not complied with the terms
of this Franchise, the City shall notify th Franchise in writing of the nature of the all ged
noncompliance.
8.2 Right to Cure or Respond. The Franchisee shall have 30 days from receipt of the
notice described in ection 8 .1 : (a) to re pond to the City by contesting the assertion of
noncompliance, (b) to cure uch default, or (c) in the event that , by the nature of default , uch
default cannot, for reasons beyond the control of the Franchisee, be cured within the 30-day period,
initiate reasonable steps to remedy such default and notify the City of the steps being taken and
the projected date that they will be comp leted .
8.3 Public Hearing. In the event the Franchisee fails to respond to the notice described
in Section 8.1 or contests the assertion of noncompliance pursuant to the procedures set forth in
Section 8.2, or in the event the alleged default is not remedied v ithin 30 days or by the date
projected pursuant to 8.2 above, the City shall chedule a public hearing to investigate the default.
Such public hearing shall be held at the next regularly scheduled meeting of the City which is
scheduled at a time not less than five bu iness days there from. The City shall notify the Franchisee
in writing of the time and place of such meeting and provide the Franchisee with an opportunity
to be heard.
8.4 Enforcement. In the event the City, after such meeting, determines that the
Franchisee is in default of any provision of this Franchi e , the ity may pursue any or all of the
following remedies:
a) Seek specific perfonnance of any provision which reasonably lends itself to
such a remedy; or
b) Make a claim against any surety or performance bond which may be
required to be posted; or
c) Restrain by injunction th e default or reasonably anticipated default by the
Franchi ee of any provision of this Franchise ; or
d) eek any other available remedy permitted at law or equity.
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Ordinance No . 1806
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e) In the case of a material default of this Franchise , declare the Franchise to
be revoked in accordance with the following:
i. The City shall give written notice to the Franchisee of its intent to
revoke the Franchise on the basis of noncompliance by the Franchisee . The notice
shall set forth the exact nature of the noncompliance . The Franchi see shall hav e 30
days from such notice to object in writing and to state its reasons for such objection.
In the event the City has not received a s atisfactory response from the Franchisee,
it may then seek termination of this Franchise at a public meeting . The City shall
cause to be mailed to the Franchisee , by regular mail , at least IO day s prior to such
public meeting, a written notice spec ifying the time and place of such meeting and
stating its intent to seek such tennination.
ii. At the designated meeting, the City shall give the Franchisee an
opportunity to state its position on the matter, after which it shall detennine whether
or not this Franchise shall be terminated. The Franchisee may appeal such
detennination to the Circuit Court of Baldwin County , which shall have the power
to review the decision of the City and to modify or reverse such deci s ion as justice
may require. Such appeal must be taken within 30 days of the issuance of the
detennination by the City .
111. The City may , in its sole discretion , take any lawful action which it
deems appropriate to enforce the City 's right s under this Franchi se in lieu o f
revocation of the Franchise .
8.5 Impossibility of Performance . The Franchisee shall not be held in default or
noncompliance with the provisions of this Franchise, nor suffer any enforcement or penalty
relating thereto. where such noncompliance or alleged defaults are caused by strikes, act s of God ,
power outages or other events reasonably beyond its ability to control , but not the payment of fees
or damages as a result of its business or operations practices .
SECTION 9 Defa ul t. Each of the following shall con titute a material default by the Franchisee :
9.1 Failure to make any payments to the City required to be made as set forth in this
Franchise .
9.2 Failure to maintain a liab i lity insurance policy, cash or other bond that is not cured
within thirty (30) days following written notice to the Franchisee .
9.3 Failure to provide or furnish any information required under thi s Franchise to the
City that is not cured within thirty (30) days following written notice to the franchisee.
9.4 Any breach or violation ofany ordinance, rule or regulation or any applicable safety
or construction requirements or regulations that present a threat to health or safety that has not
been cured within thirty (30 ) days written notice.
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Ordinance o . 1806
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9.S The occurrence of any event relating to the financial status of the Franchisee which
may reasonably lead to the foreclosure or other judicial or non-judicial sale of all or any material
part of the System or the assets of the Franchisee .
9.6 The condemnation by a public authority , other than the City , or sale or dedication
under threat or in lieu of condemnation, of all or substantially all of the facilities: or
a) If the Franchisee shall make an a signment for the benefit of creditors, shall
become and be adjudicated insolvent. shall petition or apply to any tribunal for , or consent
to, the appointment of, or taking possession by, a receiver, custodian, liquidator or trustee
or similar official pursuant to state or local laws . ordinance or regulations of any
substantial part of its property or assets, including all or any part of the ystem; or
b) a writ of attachment , execution , distrait , levy , possession or any similar
process shall be issued by any tribunal again tall or any material part of the Franchisee 's
property or assets; or
c) any creditor of the Franchisee petitions or applies to any tribunal for the
appointment of, or taking possession by, a trustee. receiver. custodian, liquidator or similar
official for the Franchisee or for any material parts of the property or assets of the
Franchisee under the law of any jurisdiction, whether now or hereafter in effect, and a final
order, judgment or decree is entered appointing any such trustee , receiver, custodian,
liquidator or similar official, or approving the petition in any such proceeding ; or
d) any final order, judgment or decree is entered in any proceedings against
the Franchisee decreeing the voluntary or involuntary dissolution of the Franchisee.
SECTION 10 Permits. Prior to any excavation within the Rights-of-way. the Franchisee shall
obtain a permit from the City pursuant to this Franchise, and the work shall be performed in
accordance with all applicable ordinances and codes and any subsequent ordinances or regulations
that may be adopted by the City . Repair and replacement of the Rights-of-way due to the
Franchisee's installation, removal , relocation , maintenance and repair of its System or facilities
shall be accomplished to the satisfaction of the City.
SECTION 11 Insurance and Bonds. The Franchisee shall maintain in full force and effect , at
its own cost and expense, a comprehensive general liability insurance policy in the amount of
$1 ,000,000.00 for bodily injury and property damage per person and $3,000,000.00 as to each
occurrence , satisfactory to the City. In addition, the Franchisee shall obtain worker's
compensation coverage as required by the laws of the State of Alabama. The City shall be named
as an additional insured on all insurance policies, and the Franchisee shall provide the City with a
certificate f insurance designating the City as an additional insured on each policy and extension
or renewal thereof. An endorsement shall be included with the policy that tates that the policy
shall not be cancelled without giving thirty (30) days written notice of such cancellation to the
City . Additionally , upon application for a permit to construct or repair any portion of the system
the City may require the posting of a cash or corporate bond in an amount in the Building
Department's discretion is necessary to ensure the prompt payment for any damage that may be
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Ordinance No. 1806
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caused by Franchisee or for the prosecution of the work in the event it is not completed , or
completion is substandard.
SECTION 12 Indemnity and Hold Harmless. The Franchisee agrees to indemnify, defend , and
hold harmless the City, its elected officers, employees, agents , and representatives, against all
claims, costs, losses, expenses, demands , actions . or causes of action , including reasonable
attorney's fees and other costs and expenses of litigation, which may be asserted against or incurred
by the City or for which the City may be liable , which arise from the negligence or willful
misconduct, of the Franchisee, its employees , agents, or subcontractors arising out of the
construction, operation , maintenance, upgrade, repair or removal of Facilities except for those
claims , costs , losses, expenses, demands , actions , or causes of action which arise solely from the
negligence, willful misconduct, or other fault of the City. The City does not and shall not wa iv e
any rights against the Franchisee which it may have by reason of this indemnification , or because
of the acceptance by, or the Franchisee ·s deposit with the City of any of the insurance policies ,
cash or bond described in this Franchise . The indemnification by the Franchisee shall apply to all
damages, penalties and claims of any kind, regardless of whether any insurance policy shall have
been determined to be applicable to any such damages or claims for damages.
SECTION 13 Di claimer of Warranties. The City makes no representation or warranty
regarding its rights to authorize the installation or operation of the System on any particulcr right-
of-way, and the burden and responsibility for making such determination in advance of the
installation shall be upon the Franchisee . This Franchise shall not be construed to deprive the City
of any rights or privileges which it now has , or may hereafter have. to regulate the use and control
of its streets.
SECTION 14 Warranties and Reprc entations. The Franchisee hereby agrees , represents and
warrants that it is legally authorized to accept this Franchise in accordance with all applicable laws ,
rules and regulations. Furthermore , the Franchisee further agrees , represents and warrants that this
Franchise is legal , valid and binding , and that it is required to obtain authorization and consent
from the City prior to the construction , installation , operation or maintenance of the System.
SECTION 15 Other Obligations. Obtaining a franchise does not relieve the Franchisee of its
duty to obtain all other necessary permits , licenses , authority and the payment of fees required by
any other City. county, state or federal rules , laws or regulations , and the Franchisee is responsible
for all work done in the Rights-of-way pursuant to this Franchise , regardless of who performs the
work .
SECTION 16 Payment of Co ts. The Franchisee shall be responsible for all costs associated
with the installation, repair and maintenance of the System and all associated equipment including ,
but not limited to (I) the costs to repair the Rights-of-way due to the installation , repair and
maintenance of the ystem , and (2) the costs incurred in removing or relocating any portion of the
System or facilities constructed when required by the City . Additionally , the Franchisee agrees to
be solely responsible for any and all damages to other users of the Rights-of-way within the City
caused by Franchisee 's use of said Rights-of-way .
SECTION 17 Priority of U e. This Franchise does not establish any priority for the use of the
Rights-of-way by the Franchisee or any present or future Franchisees or permit holders. In the
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dinance : o. 1806
Pagc-10 -
event of any dispute as to the priority o f u e of the Ri ght -o f-way, the first priority shall be to the
public generally, the second priorit) to the City , the third priorit to the tate of Alabama and its
political subdi isions in the performance of their arious function and thereafter. as between
Fran hi ee' and other pennit holders , a determined by the Cit in the e erci e of it power ..
including the police power and other po\ er re erved to and conferred on it by the tate of
Alabama.
ECTION 18 Notice . Every notice or re ponse required by this Franchise to be erved upon the
ity or the Franchisee shall be in writing and hall be deemed to have been duly gi en to the
required party three (3) business days after having been posted in a properly sealed and corr t ly
addre ed enve lope when hand delivered or ent by certified or regi tered mail. po tage prepaid a ~
follow :
The notices or responses to the City shall be addre ed as follows:
it of Fairhope
ttn: Mayor
161 orth ection treet
Fairhope labama 36532
Via U. . Mail -City of Fairhope, Alabama
Attn : Mayor
P t ffice Drawer 429
Fairhope . labama 36533
The notice or response to the Franchi ee . hall be addre sed as follows :
Uniti Fiber GulfCo LLC or outhem ight , LL (a app licable)
AT : Kelly A. McGriff, q .
Vice President and Deputy General oun ·el
Uniti Group Inc .
I 07 St. Francis treet, uite 1800
Mobile, Alabama 36602
SECTION 19 Addre s Changes. The ity and the Franchisee may designate such other addre
or addresses from time to time by giving written notice to the other party as set forth in thi s ecti on.
SECTION 20 Application. The terms and conditions contained in this Franchi c hall apply to
all areas ithin the corporate limit f the City and tho se areas annexed by the 'ity afler the
passage and approval of thi rdinance .
SECTJO 21 A ceptan . The Franchi ee shall accept this Franchise within thirty (30) days of
the City s date of adoption and hall be accompanied by a check made payabl to the ity in the
amount of Two Thousand Fi e Hundred Dollars 2.500 .00) as an acceptance fee , along with
insurance certificate , applications. acceptance fees and performance bonds or other requirement
relatin g to commencement of c nstru tion a s s t forth in this Franchi .
SECTION 22 A signmcnt. The Franchi ee 's interest in this Fran hi e ha ll not be ·old.
transferred, as igned or othernise encumbered or di po ed of. either b. forced o r voluntary ale
or otherwise, without the prior written con ent of the City Council. The City reserve the right to
be reimbur ed by the Franchi cc for co ts incurred by it in rev iewing the rcquc t for tran fer of
ownership.
9Wl01 9v 2
Ordinance o. 1806
Pa e-11
E TIO 23 Mi c llaneou . \J ords of any gcnd r u d in this Franchise shall be held and
con trued t in lude an other gender. and word in ingular number hall be held to include the
plural and ice ersa. unles context require · otherwi ·e. The captions used in connection with the
se tion of thi Franchise are for convenience nly and hall not be deemed to onstrue or limit
the meaning of the language contained in this Fran hisc or be used in interpreting the meaning
and provi ion of this Franchi e.
ECTJO 24 Rul of Con truction. The partie hereto acknowledge that each party and it
counsel have had the opportunity to review and revise this Franchise. and the normal rule of
con truction to the effect th at any ambiguitic are t be resolved against the drafting part haJI
not be employed in the in terpretation ofthi ·ran hi.e or any amendment or exhibits thereto .
ECTIO 25 Governing Lal . Thi Franchi e hall be deemed to have been made in the 'tale
of labama and the alidity of the ame. it c n tru tion, interpretation, enforcement and the right
of the partie hereunder. hall be determined under. go crncd by and ons trued in accordan e with
the ub tanti,·e la of the tate of A lab ma, ith ut gi ing effect to any choice of law pro i ion
arising there under.
E TIO 26 everability lau e . If an part. e tion or ubdivision of this Ordinance hall be
held un on tituti ona l or in alid for any reason. uch holding hall not be con trued to invalidate
or impair the remainder of thi Or inance. which haJI continue in full force and effect
notwithstanding such holding .
SECTION 27 Joint and ral Liability nd r Franchi e. Franchi ee and niti GulfCo agrt:e
that they are jointly and everally liable for. and b olutely and unconditional! guarantee to ity
the prompt payment and perf rman e f. all bligati n under this Fran hi e . Fran hisee nd niti
GulfCo agree that the guarantee obli ati n hereunder constitute a continuing guarantee that u h
obligations under thi Fran hi ·e shall not be dis harged until full pa ment or perfonnan c of the
obligations, and that such obliga ti on are ab olute and unconditional. irrespective of the ab ence
of an. action by the City to enforce this Franchi c, or any waiver or consent of any kind by the
Cit or any other action or circumstances that might otherwise con titute a legal or equitable
di cha rge , accept full payment or perfi rmance of all obligations under thi Franchise.
ECTIO 28 pon th ·ffe tive Date f this Agreement, the Southern Light 2021 Fran hi e
shall be oid and hall be rcpt ccd in its entirety \.\ith this Franchise . either ity nor Fran hi ee
aives an right which either Part ma ha e under the outhem Light 2021 Franchise regarding
atisfaction of pa ment bl i ati ns r other obligations, whether know r unkn wn, that may have
accrued under the outhem Light 20_ 1 Fran hi .
SECTIO 29 =""-'--= ....... = An rdinance heretofore adopted by the ity ouncil of the 'ity
of Fairhope, labama. "hich i • in conflict\ ith this Ordin nee i here re c I d t the t r:t f
such conflict.
SECTION 30 Effective D te. Thi Ordinan e hall be ome effective onl • upon receipt of a
written unconditional acceptance b the Franchi ee of the terms and condition contained herein
within thi rty ( 0) days f the pa .age of this rdinance .
934QO l 9'2
Ordinance No. 1806
Page -12 -
ATTEST :
~
City Clerk
Corey Martin, Council President
ADOPTED THIS 26IHDA Y OF _.AUGUST
Southern Light , LLC
::=~~~
Title: VP . f DzP WN Ca11,VSEL
Date: DI ftrv (";:J 2 ~
93490 l9v2
niti Fiber GulfCo LLC
Title : [Jf 5 ./:), ti' (£Iv UJt;;-VnL.
Date : D\ Mlf? 21