HomeMy WebLinkAbout8804RESOLUTION NO. 8804
A RESOLUTION APPROVING A LICENSE AGREEMENT
BETWEEN TOUCH AMERICA, INC. a MONTANA
CORPORATION AND THE CITY OF PUEBLO WHICH
CONDITIONALLY AUTHORIZES TELECOMMUNICATIONS
FACILITIES TO BE PLACED UPON AND WITHIN PUBLIC
RIGHTS OF WAY, AND AUTHORIZING THE PRESIDENT
OF THE COUNCIL TO EXECUTE SAME
BE IT RESOLVED BY THE CITY COUNCIL OF PUEBLO, COLORADO, that:
SECTION 1.
The License Agreement dated September 13, 1999, between Touch America, Inc. a
Montana Corporation ( "Licensee ") and the City of Pueblo, a Municipal Corporation (the "License
Agreement ") which conditionally authorizes telecommunications facilities to be placed upon and
within public rights of way within the City in accordance with its terms and provisions, a true
copy of which is attached hereto and incorporated herein by reference, having been approved as
to form by the City Attorney, is hereby approved, subject to Licensee being approved by the
Colorado Public Utilities Commission ( "PUC ") to provide communications services within the
State of Colorado.
SECTION 2.
Upon Licensee submitting satisfactory evidence to the City that it has received
authorization from the PUC to provide communications services within the State of Colorado,
the President of the City Council is hereby authorized to execute the License Agreement on behalf
of the City of Pueblo, a Municipal Corporation, and the City Clerk is directed to affix the Seal of
the City thereto and attest same.
Introduced: September 13, 1999
ATTEST.':
City Ci
By John Verna
C9uncilperson
of the City Council
_j � D D
D
City of Pueblo
DEPARTMENT OF PUBLIC WORKS
MEMORANDUM
TO: Members of the City Council and the City Manager
FROM: Tom Cvar, Director of Public Works
DATE: September 7, 1999
RE: License Agreement with Touch America
The enclosed resolution approves an agreement between the City and Touch America under which
the City grants its non- exclusive consent to Touch America to place telecommunications cable and
ancillary facilities within the streets and other rights of way of the City in order that the company
may operate within the City as a telecommunications provider. Touch America's activities will
include functioning as a competing local exchange carrier ( "CLEC ") to provide competition to the
regional Bell operating company, U.S. West Communications. Within the limitations imposed upon
the City by the federal Telecommunications Act of 1996, Senate Bill 96 -10 passed by the Colorado
Legislature in 1996, Article X, §20 of the Colorado Constitution, and the holding of the Colorado
Supreme Court in City of Englewood v. Mountain States Telephone & Telegraph Co. 431 P.2d 40
(Colo. 1967), the License Agreement (a) preserves, to the extent possible under law, the City's
paramount authority to manage its streets and rights of way for the benefit of the public without
discrimination among providers, and (b) provides for imposition and payment of the occupation tax,
and collection and payment of sales and use taxes, by Touch America in the same manner as for the
Bell operating company, and in a competitively neutral manner among telecommunications
providers. Based upon the foregoing, we recommend approval of the License Agreement.
The License Agreement was drafted by the City Attorney's office in consultation with the City
Finance, Public Works and Transportation Departments. It was subject to two rounds of comment
by and negotiation with multiple competing telecommunications providers who expressed interest
in locating facilities within Pueblo, as well as those companies' legal counsel. Input was also
received from U.S. West, even though that company may not be required at this time to execute a
license agreement as a result of the Englewood decision and the legislature's enactment of §38-5.5 -
106(1)(b), C.R.S., which affords special treatment to U.S. West. City Council previously approved
identical agreements with other telecommunications providers, ICG Telecom Group, Inc. and
McLeod USA during the past few months.
C
211 E. "D" Street Pueblo, Colorado 81003 (303) 543 -2860
REV. FORM 81"9
LICENSE AGREEMENT
THIS AGREEMENT is entered into this 13th day of September , 1999, by and
between the City of Pueblo, a Municipal Corporation (hereinafter referred to as "City ") and
TOUCH AMERICA, INC. (hereinafter referred to
as "Licensee ").
WITNES SETH:
WHEREAS, City is a Colorado home rule city organized and existing under and by virtue of
Article XX of the Colorado Constitution and possesses plenary power and authority over the use and
occupation of the public rights of way within its corporate boundaries; and
WHEREAS, Licensee represents and warrants that it is a "telecommunications provider" as
that term is defined under Colorado law, including but not limited to §38 -5.5- 102(3), C.R.S., and that
it is duly authorized by the Colorado Public Utilities Commission ( "PUC ") to provide communications
services within the State of Colorado; and
WHEREAS, Licensee desires to install facilities for a telecommunications system upon or
within certain public rights of way within the corporate boundaries of the City; and
WHEREAS, City is authorized under the constitution and laws of the State of Colorado to
grant consent to telecommunications providers to occupy the public rights of way for such purposes;
provided, however, the same shall not be nor constitute the granting of a local franchise under Article
16 of the City's Charter nor shall same ever become or ripen into any franchise; and
WHEREAS, the City and Licensee have agreed to be bound by the terms and conditions set
forth herein which shall govern Licensee's use of the public rights of way;
NOW, THEREFORE, in consideration of the foregoing recitals and the terms, conditions and
mutual promises set forth herein, the parties agree as follows:
ARTICLE I - DEFINITIONS
As used in this License Agreement, the following terms, phrases, and words shall be ascribed
the following meanings, unless the context indicates otherwise. As used in this License Agreement,
the word "shall" is mandatory, and the word "may" is permissive. Words not defined herein shall be
given their common and ordinary meanings, consistent with the context in which such words are used
and the purposes of this License Agreement.
1. "Telecommunications Act" shall mean the Telecommunications Act of 1996 (47
U.S. C. § 151, et se .)
2. "Facilities" means all physical components of the Licensee which are located, or to
become located pursuant to this License Agreement, within the City and are reasonably necessary,
useful or convenient to provide telecommunications services within the territorial boundaries of the
City, including without limitation, poles, wires, cables, pipes, underground conduits, ducts, manholes,
vaults, fiber optic cables and devices, switches and other structures and appurtenances.
3. "Account" shall mean each telephone or telecommunications access line provided by
or on behalf of Licensee, if Licensee provides any type of local exchange service, at a customer's
premises over which the customer may send or receive any telephone, telegraph, fax, data, video or
other similar telecommunications signals; except that "Account" shall not include any customer line
used solely for receipt of cable television programming.
4. "Rights of Way" shall mean City streets, roads, alleys, sidewalk areas and other
dedicated rights of way within the territorial boundaries of the City, together with dedicated utility
easements within the City and easements deeded to the City for utility purposes, and including state
highways and highways which are part of the federal interstate highway system. The term shall not
include any other property owned or leased by the City for other public use.
5. "Telephone Utility" shall mean every telecommunications provider that provides
telecommunications service as the latter term is defined in Section 14 -4- 21(40) of the Pueblo
Municipal Code.
6. "Telephone and telegraph services" shall be identical in meaning with
telecommunications service as the latter term is defined in Section 14 -4- 21(40) of the Pueblo
Municipal Code.
7. "PMC" shall mean the Pueblo Municipal Code, as amended, and as same may be
amended in the future.
ARTICLE II - CONSENT GRANTED
1. Subject to Licensee's compliance at all times with all of the terms and conditions of
this License Agreement, all of the ordinances referenced herein, all applicable local, state and federal
laws, and subject to the City's exercise of its police power (including, but not limited to, zoning,
subdivision, permit and building code requirements) and the City's prior and superior right to usage
for municipal purposes, City hereby grants to Licensee, insofar as it has or may have the requisite
power and authority to do so, a non - exclusive license to make reasonable use of the Rights of Way
to construct, install, operate and maintain Licensee's Facilities within the City to and for the benefit
of the City and the inhabitants of the City; provided, however, that with respect to state highways,
Licensee must separately obtain consent from the Colorado Department of Transportation. This
license shall extend to all areas of the City as it is now constituted, and to additional areas as the City
may increase in size by annexation or otherwise.
2. The right granted herein to make reasonable use of the Rights of Way shall not be
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deemed to be a franchise, nor an exclusive license or right, and the City reserves the right to make
or grant a similar use of the Rights of Way to any other person or persons, including one or more
other telecommunications providers.
3. The City retains the following rights in regard to this license:
(a) To revoke the license and consent hereby granted for misuse, non -use or
failure of Licensee to comply with the provisions hereof;
(b) To use, control and regulate the use of the City streets, roads, easements,
other public places and the Rights of Way, and the space above and beneath the same; and
(c) To require the removal or relocation of any of the Facilities from the Rights
of Way if necessary or desirable, in the sole judgment of the City, for any public or municipal
purpose or project.
ARTICLE III - SCOPE
The license and consent granted by this License Agreement confers only the right to make
reasonable use of the Rights of Way for Licensee's provision of telecommunications service, and it
is expressly conditioned that the Licensee shall not operate as a "cable operator" as that term is
defined under federal law (47 U.S.C. §522(5)), nor shall it provide or offer to provide "cable services"
as that term as defined under federal law (47 U.S.C. §522(6)), without proper local, state and federal
authorization, as required by law.
ARTICLE IV - OCCUPATION TAX
Licensee understands and acknowledges that City had heretofore adopted Ordinance No.
4267 in December 1976 imposing upon all telecommunications utilities operating within the City, and
effective January 1, 1977, an occupation tax as stated in said Ordinance. To the extent Licensee
provides any local exchange services whether directly or through resale, Licensee agrees to be bound
by and comply with said Ordinance, including payment of the tax in an amount equal to $6.00 per
annum for each Account, payable in equal installments. To the extent Licensee provides any local
exchange services, Licensee hereby expressly agrees that it is and constitutes a telephone utility within
the meaning of Ordinance No. 4267 and Licensee irrevocably waives and relinquishes any right it has
or may have to claim or assert that said Ordinance is invalid under law or should not be applied to
Licensee, including, without limitation, any claim that said Ordinance violates any provision of state
law or the Telecommunications Act.
ARTICLE V - SALES AND USE TAXES
1. Licensee agrees to obtain a sales and use tax license from the City and to comply with
all provisions of Title XIV of the Pueblo Municipal Code relating to sales and use taxes.
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2. Licensee acknowledges and agrees that its sale of telecommunications services to its
customers within the City, including the provision of interstate telephone access service and interlata
access service, is taxable by City pursuant to § 14 -4- 61(3), PMC, and Licensee shall collect such taxes
from its customers and promptly remit same to the City in accordance with Title XIV, PMC.
ARTICLE VI - USE OF RIGHTS OF WAY
1. Facilities shall be located, installed and maintained so that none of the Facilities
endanger the lives, health or safety of persons, or interfere with any public improvements the City or
other governmental entities (including any storm water, sanitary sewer or water utilities or
enterprises) have in place or may deem proper to make, nor shall the location, installation or
maintenance of the Facilities hinder or obstruct the free use of the streets or other public ways. All
Facilities shall be so located as to cause minimum interference with the rights and reasonable
convenience of property owners of property which adjoins any Right of Way.
2. Prior to commencement of construction of any portion of its telecommunications
system within the City, Licensee shall furnish to the City the general schematic plans for its Facilities,
including preliminary architectural, engineering, traffic control, and landscaping plans. In addition,
the Licensee shall assess and report on the impact of its proposed construction on the City
environment. Such plans and reports may be reviewed by the City to ensure, (a) that all applicable
laws including building and zoning codes and air and water pollution regulations are complied with,
(b) that aesthetic and good planning principles have been given due consideration, and (c) that
adverse impact on the environment has been minimized. The Licensee shall comply with all
regulatory requirements of the City lawfully binding on the Licensee and shall incorporate all other
reasonable changes to its plans requested by the City.
3. Not less than thirty (30) days prior to construction of any Facilities within the Rights
of Way at any specific location, Licensee shall furnish the City's Director of Public Works with
detailed plans for such Facilities including detailed location drawings and final architectural,
engineering, traffic control and landscaping plans. Prior to commencing construction, Licensee shall:
(a) obtain written approval of the Director of Public Works of the construction plans, (b) procure
appropriate excavation permits pursuant to Chapter 6 of Title XII, PMC, and permits required by
Chapter 3 of Title XIL PMC, or permits required pursuant to any similar ordinance adopted by City
in the future, (c) pay all fees associated with such permits, and (d) comply with all requirements of
said Chapters 3 and 6 of Title XII, the terms of said permits, and the City's Standard Construction
Specifications and Standard Details dated June 9, 1997 or as subsequently revised.
4. All construction, excavation, maintenance and repair work done by Licensee shall be
done in a workmanlike and expeditious manner which minimizes the inconvenience to the City, the
general public and individuals. Licensee shall be liable for any damage to the City or City owned
property caused by Licensee's failure to act in a timely manner. All such construction, excavation,
maintenance and repair work done by Licensee shall comply with all applicable codes of the City and
the State of Colorado, and Licensee shall be responsible for obtaining all applicable permits and
me
licenses. The City shall have the right to inspect all construction or excavation work to insure
compliance with applicable codes and permits, and may order Licensee to perform corrective work.
All public and private property disturbed by Licensee's activities shall be promptly restored by
Licensee at its expense to substantially its former condition, subject to inspection by the City's
Director of Public Works or his designee and compliance by Licensee with reasonable remedial action
required by said official pursuant to the inspection. Licensee shall be liable to City for the full cost
of restoring any public property not promptly remedied by Licensee as required by said official.
5. The installation, maintenance, renovation and replacement of Facilities by Licensee
shall be subject to regulation by City including as to (a) the location of Facilities in or upon the
streets, alleys and dedicated easements, (b) the disturbance and reconstruction of pavement,
sidewalks, and surface of streets, alleys, dedicated easements and driveways, (c) the timing and
scheduling of work, and (d) the temporary closure of portions of streets and alleys. All Facilities shall
be designed and installed so as to cause a minimal amount of interference with public property, water
mains, sewer mains, electric and natural gas facilities, street lights, traffic signals, and all other
municipal or authorized public use of the Rights of Way. The City's Director of Public Works may
direct and require Licensee to locate its Facilities within a defined telecommunications corridor within
any street or other Right of Way or otherwise at a specific location to minimize interference with
other facilities or utilities. Licensee shall install and maintain its Facilities in such manner as to
minimize interference with trees, natural features and vegetation. Whenever feasible, Licensee shall
enter into pole - sharing and conduit - sharing agreements with third parties in order to co- locate its
wires and cables upon poles or within conduit of other telecommunications providers or utilities.
6. Licensee shall, upon reasonable notice and at its sole cost and expense, remove, locate
and relocate its Facilities in, on, over or under any Rights of Way in such manner as City may at any
time require for the purpose of facilitating the construction, reconstruction, maintenance, repair, or
change in grade of any street, sidewalk, public improvement or City project, or for the purpose of
promoting the efficient operation of any such public improvement or project, or for the purpose of
facilitating the vacation and/or redevelopment of Right of Way by the City. In the event Licensee fails
to act within a reasonably allocated time the City may cause Licensee's Facilities to be relocated, and
Licensee shall be liable to City for the costs thereof.
7. Except where specifically authorized by the Director of Public Works of City, all of
Licensee's Facilities located within Rights of Way shall be located underground. Thereafter, and
notwithstanding that such authorization had been given, should the City subsequently determine for
any area of the City that telephone or telecommunications wires or electric utility wires located above
ground shall be relocated underground, Licensee shall, upon reasonable notice, at its sole cost and
expense, relocate its Facilities below ground in cooperation with other affected interests. In the event
Licensee fails to act within a reasonable allocated time the City may cause Licensee's Facilities to be
relocated, and Licensee shall be liable to City for the costs thereof.
8. After execution of this Agreement, Licensee shall join and associate with the
notification association of owners and operators of underground facilities in accordance with the
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requirements of Article 1.5 of Title 9, Colorado Revised Statutes. Prior to undertaking any
excavation within the Rights of Way, Licensee shall comply with the notice requirements of said
Article.
ARTICLE VII - ADDITIONAL CITY REGULATION
1. The City expressly reserves its right and duty to adopt, from time to time, in addition
to the provisions herein contained, such charter provisions, ordinances and rules and regulations as
may be deemed necessary by the City to promote the health, safety and welfare of its inhabitants and
their property.
2. Notwithstanding anything in this License Agreement to the contrary, Licensee
acknowledges that City is currently developing a new telecommunications policy which will be
implemented through one or more ordinances or resolutions to be adopted by City Council of City,
and/or through regulations to be adopted by Departments of the City. Licensee agrees that upon
adoption of any such policy after the date of this License Agreement, this License Agreement or any
provision thereof may be unilaterally revoked or canceled by City without cause and replaced with
new terms and conditions which shall be applicable to all telecommunications providers operating
within the City.
3. If during the term of this License Agreement City enacts an ordinance concerning the
use of Rights of Way which requires compensation for the use of the Rights of Way from all
telecommunications providers on a competitively neutral and nondiscriminatory basis, then Licensee
shall, in accordance with the terms of such ordinance, pay such compensation.
ARTICLE VIII - COORDINATION AND CONDUIT/POLE SHARING
1. In order to minimize disruption to vehicular traffic and inconvenience to the public,
and to enable the limited width of Rights of Way to be apportioned among all utilities,
telecommunications providers and other interests needing to locate or maintain facilities in the Rights
of Way for the benefit of the public, it is imperative that polesharing and conduit sharing be
encouraged to the greatest extent possible. In furtherance of such purposes, Licensee agrees that it
shall cooperate with City and other telecommunications providers in placing conduit within the Rights
of Way and in sharing unused space within underground conduits owned by Licensee, and upon poles
and other above ground facilities owned by Licensee.
2. Whenever the Licensee intends to install new underground conduit or replace existing
underground conduit, Licensee shall, whenever feasible, provide City and all other telecommunica-
tions providers authorized to use the Rights of Way, with ninety (90) days advance written notice in
order to permit the additional contemporaneous installation of conduit by City or other
telecommunications providers. If City or other telecommunications provider desires additional
conduit installed, it will so notify the Licensee and the party requesting the additional conduit shall
be responsible for the additional incremental expense for installing such additional conduit.
on
3. Notwithstanding anything to the contrary in paragraph 2 of this Article, in order to
minimize disruption to the public and enable use of the public rights of way for public purposes, in
connection with any installation of underground conduit by Licensee, City may request Licensee to
install one additional conduit for exclusive use by City for public and municipal purposes. In any such
case, Licensee shall install the conduit as requested and the City shall reimburse Licensee only for the
cost of the conduit and associated pull boxes for the conduit, and for the additional incremental
expense for installing such additional conduit.
ARTICLE IX - INDEMNIFICATION
1. Licensee shall install, construct, maintain and operate its telecommunications system
in a safe manner providing reasonable protection against injury or damage to any and all persons or
property. Licensee specifically agrees to indemnify, defend and hold City harmless from all claims,
costs, demands, suits, costs of defense and judgments which arise from, in whole or in part, Licensee's
acts or omissions pursuant to this License Agreement, and from all damages or penalties arising out
of the installation, construction, operation, or maintenance of Licensee's telecommunications system,
whether or not any act or omission complained of is authorized, allowed, or prohibited by this License
Agreement, except to the extent such damages or penalties result from the intentional or willful and
wanton misconduct of the City. City shall not be liable for, and Licensee shall indemnify, defend and
hold the City harmless from all costs, damages and claims which arise from or relate to delay by
Licensee in performing its obligations hereunder, for any cause whatsoever, except for intentional or
willful and wanton misconduct of the City. Licensee also hereby agrees to pay all ' reasonable
expenses of the City incurred by the City in defending itself with regard to any such damages, claims
or penalties, including all out -of- pocket expenses, reasonable attorney' fees, and the reasonable value
of any services rendered by the City Attorney, his assistants, or any employees of the City.
2. The City will provide notice to the Licensee of the pendency of any claim or action
against the City arising out of the operations of the Licensee, the exercise by the Licensee of its rights
under this License Agreement or the performance thereof by the Licensee. The Licensee shall
thereafter be required to appear and defend any such claim or action. Nothing herein stated shall limit
the Licensee's obligation of full indemnification of the City hereunder.
ARTICLE X - INSURANCE
Prior to commencement of any installation of Facilities under this License Agreement,
Licensee shall procure and thereafter continuously maintain, for as long as this License Agreement
remains in effect, at Licensee's expense, Commercial General Liability ( "CGL ") insurance written on
ISO form CG 00 01 01 96, or a substitute form providing equivalent coverage, with a limit of not less
than $2 Million per occurrence, covering liability arising from premises, operations, independent
contractors, personal injury, products completed operations, and liability assumed under an insured
contract, on an occurrence basis. Under the terms of the required CGL policy, this License
Agreement shall be defined as an insured contract. The policy shall identify the City as an additional
insured, and shall have all necessary endorsements to provide coverage without exclusion for
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explosion, collapse and underground property damage hazards. A certificate of insurance shall be
filed with the City's Director of Finance prior to commencement of installation of Facilities, which
evidences compliance with the policy requirements stated above and provides for thirty (30) days
prior written notice to City prior to cancellation or material change of any insurance referred to
therein. In the event the certificate states that it confers no rights upon the certificate holder, the City
may require Licensee to furnish a complete copy of the policy including all declarations and
endorsements.
ARTICLE XI - TERM
The term of this License Agreement shall be for a period of five (5) years from and after the
date of the Agreement.
ARTICLE XII - REMEDIES TERMINATION. REMOVAL
1. In the event of any breach of the terms of this License Agreement by Licensee, City
shall have the right to obtain one or more of the following remedies, which are expressly agreed to
be cumulative, and the exercise of any one (1) or more of them shall not be dependent upon the
exercise of any other remedy, nor does the exercise of any one or more of them constitute any bar
or limitation to the exercise of any other: (a) specific performance or injunctive relief, (b) monetary
damages, and (c) termination. In the event City is required to commence an action to enforce its
rights under this License Agreement or to obtain remedies provided above and substantially prevails
therein, City shall be entitled to recover its costs, including reasonable attorneys fees and expert
witness fees.
2. Before terminating the License Agreement for cause on account of any default by
Licensee, City shall provide Licensee with written notice of the default and afford Licensee a
reasonable period in which to cure the default.
3. In the event Licensee abandons the telecommunications system installed under the
terms of this License Agreement or a certain part thereof or fails to use it for a period of one (1) year,
or in the event the term of this License Agreement expires, or the Agreement is terminated or is
canceled for any reason, then Licensee shall remove its telecommunications system, or the abandoned
portions thereof in the case of a partial abandonment, at its expense. As an alternative to removal,
if mutually agreed to by Licensee and the City, the ownership of the telecommunications system (or
abandoned portions) may be transferred to the City, in which event, all obligations and liabilities of
Licensee under this Agreement in connection with the portion of the telecommunications system so
transferred to the City shall terminate.
4. Licensee may cancel this Agreement at any time, as described below, upon ninety (90)
days' written notice to the City, subject to the indemnification requirements of this Agreement, the
removal provisions set forth in Section 3 above, and any other provisions that survive the termination
of this Agreement.
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ARTICLE XIII - NOTICES
Except as otherwise provided herein, notice under this License Agreement shall be deemed
sufficient if provided in writing and mailed or delivered as follows:
If to the City: City Manager
1 City Hall Place
Pueblo, CO 81003
with a copy to: Director of Public Works
211 E. "D" Street
Pueblo, CO 81003
If to Licensee: Touch America, Inc.
130 North Main Street
Butte, MT 59701
Attn: Patrick Hogan
ARTICLE XIV - EFFECT OF MORE FAVORABLE LICENSE AGREEMENTS
In the event that any wireline telecommunications provider in the provision of
telecommunication services for profit or offering telecommunications services for a fee to the public,
or to such classes of users as to be effectively available to the public is granted consent to use the
City's Rights of Way pursuant to terms and conditions which, if applied to Licensee, would be more
favorable than those included herein, Licensee shall have the option to renegotiate with City with
respect to such terms and conditions.
ARTICLE XV - SUCCESSORS AND ASSIGNS
This License Agreement shall inure to the benefit of and be binding upon the parties hereto
and their respective successors and assigns. No provision of this License Agreement shall confer
rights or benefits upon any person not a party hereto.
ARTICLE XVI - SIGNATURES
The persons signing this License Agreement on behalf of Licensee represent and warrant that
such persons and Licensee have the requisite power and authority to enter into, execute and deliver
this License Agreement and that this License Agreement is a valid and legally binding obligation of
Licensee enforceable against Licensee in accordance with its terms.
IN WITNESS WHEREOF, Licensee and the City have executed this Agreement as of the
date first above written and under the laws of the State of Colorado.
RE
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City k ,P sident of City Council
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By: H
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Title:_ Title: PresiOrent
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