HomeMy WebLinkAboutResolution 99-47 07/19/1999
.
.
.
,;
RESOLUTION -22- ~
AUTHORIZING AND APPROVING THE WILLIAMS COMMUNICATIONS
COOPERATIVE FIBER DEVELOPMENT AGREEMENT
WHEREAS, Williams Communications, Inc., ("Williams") has applied for a telecommunications
license, pursuant to Section 4.602 of the Springfield Municipal Code; and
WHEREAS, Williams, in its application indicates that it desires to use certain public ways of the
City of Springfield to provide certain telecommunications services; and
WHEREAS, Section 4.706 ofthe Springfield Municipal Code authorizes the City Manager to accept
in-kind services in lieu of the fees required for use of the public ways; and
WHEREAS, The City and Williams have agreed that, in consideration of Williams being granted
certain access to use the public ways of the City, the City will accept, in lieu of fees for use of the
public way, six pairs of fiber optic cable, and certain other goods and services more particularly set
forth in a written agreement, under certain terms and conditions; and
WHEREAS, the City and Williams have prepared a written agreement which reflects the terms and
conditions of such use ofthe public ways and the transfer of certain fiber optic cable and other goods
and services (the "Cooperative Fiber Development Agreement"); and
WHEREAS, the City Manager has submitted the Cooperative Fiber Development Agreement to the '
council for its review and approval in the form of a draft agreement dated July 9, 1999, (the "Draft
Agreement"), a copy whereof, marked Exhibit A, is attached hereto and incorporated by reference
herein, accompanied by certain material reviewing and commenting upon the Draft Agreement, and
has recommended that the Cooperative Fiber Development Agreement be approved; and
WHEREAS, the Council has reviewed the terms ofthe Cooperative Fiber Development Agreement
and is fully informed as to the contents thereof, and has determined that it is in the public interest
to enter into the Cooperative Fiber Development Agreement;
NOW THEREFORE, BE IT RESOLVED, that the common Council of the City of Springfield
finds and determines that it is in the public interest to enter into the Cooperative Fiber Development
Agreement and the Cooperative Fiber Development Agreement is hereby approved; and
BE IT FURTHER RESOLVED, that the City Manager is hereby authorized and directed to
, execute the Cooperative Fiber Development Agreement substantially in the form of the Draft
Agreement, with such changes or amendments thereto as he shall determine to be necessary to
,'f" J
Resolution 99-47, page 2
. effectuate the direction of the Council and give effect to the terms of the Agreement, such
determination to be evidenced by his execution of the Cooperative Fiber Development Agreement.
Adopted by the Common Council ofthe City of Springfield, Oregon, this 19th day of
July , 1999.
Adopted by a vote of ~ for and ~ against.
~'jA~
Mayor
ATTEST:
q2l~
( ;.JtJ.J\J.N
City Recorder
.
i4EVIEWED & APPROVED
A~RM ~ '
- - ,\p ~ \.~
DATE: -=:\-\-L'-\ ~ '\
OFFICE OF CITY ATTORNEY
.
COOPERATIVE FIBER DEVELOPMENT AGREEMENT
Between
City of Springfield
a municipal corporation,
ahd
WILLIAMS Communications, Inc.,
a Delaware corporation
RECITALS
WHEREAS the City of Springfield (hereafter "the City") has authority over actions
taking place within the City, including within the City road right:-of-way; and
WHEREAS the City desires to facilitate the construction and installation of fiber optic
systems in and around the City; and
WHEREAS representatives of the City and other representatives from associated cities
and counties have met and have agreed in principle to form a consortium ("Consortium")
and to work cooperatively to fulfill the purposes outlined in this Agreement; and
WHEREAS this Agreement reflects an understanding concerning joint support and action
among several local governments including but not limited to Coos County, Douglas
County, Lane County, and the cities of Band on, Coos Bay, Coquille, Reedsport, Florence,
Roseburg, Drain, Creswell, Springfield and Eugene, and reflects a portion of the mutually
beneficial actions identified by the local governments; and
WHEREAS WILLIAMS Communications Group (hereafter "WILLIAMS") has applied
for several permits from several local, state and federal agencies, and seeks approval to
allow construction of a fiber optic system, including a redundant route, from the Oregon
Coast in the vicinity of Bandon, Oregon, up the coast to a point near Florence and then
inland through Eugene and Springfield to Jasper, and from the coast highway east to near
Roseburg and then north through Drain and Creswell to Jasper; and
WHEREAS WILLIAMS desires to offer the City, on behalf of the Consortium of local
governments, in-kind goods and services in return for the City's assistance and as an
alternative to any required right-of-way fees that the Consortium oflocal governments
might charge.
July 9, 1999
Attachment B, Page 1 of 13
Page 1
AGREEMENT
'NOW, THEREFORE, it is agreed that:
A. In return for the City's promises and in fulfill~ent of its obligations under this
Agreement and any releyant City ordinance, WILLIAMS agrees to:
1. Provide, collectively to the City and all other cities and counties acting on behalf
of, and in anticipation of, an entity known as the "Fiber South Consortium", the
following equipment and services. Each and every obligation to provide this
equipment and service shall be transferable and shall be accepted by any entity
that obtains by transfer, sale, assignment, or other method of acquisition any of the
properties, rights, obligations, facilities or equipment related to or necessary for
the fulfillment of this Agreement.
a. An Indefeasible Right of Use ("IRU") (fora period of20 years, with
negotiations on renewal to begin after 17 years) for six pairs (twelve total
optical fibers) of optical fiber along the route from the coastal POP near
Bandon to the point where the WILLIAMS' route intersects the BP A fiber
route at Structure 29/2, and from the Lane BP A substation to the Jasper
Regen Site, and from the Jasper Regen site south alorig the WILLIAMS
route in Lane County and ODOT right of way and in O.C.R.R. right of
way to the point where this route south and along the Wagon Road
intersects the WILLIAMS route from the Bandon POP to the BP A route.
This fiber shall hereafter be referred to as the "Consortium Fiber". The
fiber shall be SMF-28 Single Mode Optical Fiber or fiber of equal
serviceability. The routes referred to in this subsection are represented on
two maps, labeled Exhibit A and Exhibit B, which are attached, and by
this reference are incorporated into this agreement.
The IRU shall provide that WILLIAMS will assume responsibility for
maintenance ofthe Consortium Fiber. Maintenance shall include all
necessary steps to keep the fiber in working order. The IRU shall provide
that, in the event that relocation of the fiber is required for any reason,
WILLIAMS will absorb the cost of the relocation, except that the
Consortium will be responsible for the cost (or the proportional cost) of
any additional fiber necessary to preserve the connectivity of the
Consortium Fiber. .
After this Agreement has been executed, a formal IRU agreement
governing the tenns and conditions ofthe grant ofIRU shall be executed
. between the parties and shall be attached hereto and made part of this
Agreement.
b. Twenty-five access points along the routes of the Consortium Fiber
described in paragraph a. of this subsection, such access points to be
located in positions indicated by the Fiber South Consortium, the City and
other cities and counties signing similar agreements with WILLIAMS. An
July 9, 1999
Attachment B, Page 2 of 13
Page 2
July 9, 1999
access point shall consist at a minimum of a vault separated from
WILLIAMS' other installed fiber containing the Consortium's terminated
fibers and an adequate splice case for all fibers. All access points shall be
provided on the same side of the right-of-way as the fiber.
The access points shall be located in the following locations, subject to
mutual agreement and refinement as to location during actual installation.
Starred sites are from BP A fiber, subjectto arrangements with BP A.
BPA route:
1. Bandon POP to transpacific route and to other fiber (Wagon
Road route)
2. At junction with BPA fiber
3. At Reedsport Regen site with access to city of Reedsport)*
4. At Walton Regen site (only to regen facility)*
5. At junction with BPA fiber (Lane Substation)
6. In Eugene at junction of rail lines (BNSF main line and Coastal
line OCRR) (Chambers Street)
7. I n Eugene at Charnelton Street
8. In Eugene at University of Oregon Riverfront Research Park
(Agate Street)
9. In Springfield at Henderson Street (one block east of Glenwood
Blvd.
10. In Springfield at 10th Street Crossing
11. In Springfield at 42nd Street Crossing
12. In Springfield at 1000 N feet of intersection of Jasper Road
and Brand S Road
13. At Jasper Regen site
Wagon Road Route
14. At Bandon POP
15. Near Coquille (between 20 and 30 mile from Bandon POP)
16 At Dora regen site (only to regen facility)
17. At Melrose Uust past 70 mile marker) [for Roseburg]
18. At Cleveland Regen (to regen facility only)
19. At 89 mile marker [for Sutherlin]
20. At Yoncalla (mile 108.5)
21 At Drain regen (To the regen facilities and to the city of Drain)
22. At Cottage Grove Main Street crossing (app mile 130)
23. At Creswell (mile 147) Just before leaving RR
24. At Pleasant Hill (along highway 58 near Edgeway Rd)
25. At Jasper Regen site
c. An IRU providing the CityofEugene use of96 (SMF-28) fibers for a
distance of approximately 11 miles, along the route of WILLIAMS other
fiber in the railroad right of way in Eugene and Springfield, along with
. seven points of access (handholes) to this fiber, such points to consist of at
Attachment B, Page 3 of 13
Page 3
July 9, 1999
least a 25TA with a service loop, with the option tohave installed the
vaulted access points described in paragraph a of this subsection, at these
same points, with such points to be installed at points to be mutually
agreed upon along the WILLIAMS route off of the railroad property.' The
IRU shall be for a period of 20 years in duration, with a guarantee of
negotiations on renewal after 17 years. The City of Eugene will pay
WILLIAMS for the fiber to be installed, either through reimbursement to
WILLIAMS or payment in advance, upon WILLIAMS sole discretion,
such arrangements to be made prior to the initial installation of the 96
WILLIAMS' fibers. The total cost to the City of Eugene for the 96 fibers
will be Williams' cost for the 96 fibers, the handholes, the pulling ofthe
fiber and other costs associated with the installation ( excluding trenching)
provided Eugene, not to exceed $245,830.28. Final payment for the 96
fibers shall be made no later than when grant of IRU is effectuated.
Maintenance for the 96 fibers will be at $30.00 per route mile per month
(approximately $330.00 per month).
The seven access points for the Eugene fiber will be located at the point on
the railroad right of way where the railroad right of way intersects the right
of way of the following cross streets, or in the event there is no actual
crossing, at a point of intersection created by the extension of the street
right of way across the railroad right of way.
. Greenhill Road (Eugene)
. 'Bertelsen Road (Eugene)
. Van Buren Street (Eugene)
. Chamelton Street (Eugene)
. Agate Street (Eugene)
. Henderson Street, one block from Glenwood Blvd. (Springfield)
. lOth Street (Springfield)
The exact location of the access point will be negotiated at the time of
installation of the fiber: However, all access points shall be provided on
the same side ofthe right-of-way as the fiber.
h. WILLIAMS will provide a mutually agreed upon amount of rack space at
WILLIAMS regeneration facilities along the WILLIAMS routes described
above, including the Bandon POP, and Reedsport, Walton, Dora,
Cleveland, Drain and Jasper Regen sites. WILLIAMS will allow the
Consortium Fibers to be installed in an adequate regeneration facility and
the regeneration of signals carried on the Consortium Fiber in the same
manner provided to other IRU holders, at a cost no higher than the lowest
cost charged by WILLIAMS at the same regen site to any other IRU holder
, at the regen site. For the purposes ofthis section a regen site shall include
any facility provided for the purpose of regeneration or amplification of a
fiber optic signal so as to assist transmission of the signal to another
destination along the fiber optic cable. Consortium access to the Bandon
POP and regeneration facilities shall be mutually agreed upon by the
parties. The Consortium shall be responsible for supplying power to its
Attachment B, Page 4 of 13
Page 4
communications facilities at the Bandon POP and regeneration sites.
Future requests for rack space by the Consortium shall be considered on
the basis of availability with consideration of WILLIAMs' future needs. It
is understood that WILLIAMS will not be responsible for the
procurement, installation, interconnection, or maintenance of City and
Consortium optronics or electronic equipment or alarms, but shall only be
responsible to install and maintain POP and regen site common space and
common equipment.
1. WILLIAMS will use its best efforts to coordinate arrangements by
WILLIAMS affiliated companies to donate or sell at a discounted cost
equipment to assist 'the City and other members ofthe Consortium to
transmit signals along the Consortium Fiber. The City understands that
such equipment may be surplus equipment no longer used by WILLIAMS,
but shall be in useable order and of such a standard and quality so as to be
useable with other equipment provided.
J. WILLIAMS will use its best efforts with all contractors installing fiber
along the WILLIAMS routes identified in this Agreement to have the
contractors leave at designated sites along the routes all excess fiber.
Excess fiber shall mean lengths of fiber longer than 100 feet that remain
after installation of the WILLIAMS fiber because of the need to adjust the
length of supplied reels of fiber to accommodate the actual installation of
WILLIAMS fiber. Such excess fiber will be used by the Consortium for
any purpose.
2. Provide maintenance and repair of the Consortium's six pairs (twelve total optical
fibers) of optical fibers at such times and such places as WILLIAMS conducts
maintenance or repair activities on any part of WILLIAMS' other installed fiber.
Maintenance of the Consortium's six pairs of optical fibers includes the same
required movement or relocation as for WILLIAMS ' other installed fiber.
Maintenance and relocation for the Consortium fiber shall be at no additional cost
to the Consortium, except that, in the event that relocation requires the use of
additional fiber, the Consortium can be asked to contribute its proportional share
of the costs of such additional fiber.
3. Comply with all applicable local, state and federal laws and regulations in the
installation, maintenance and operation of all WILLIAMS' fiber. At the local
level this shall include at least the following:
. Providing all information required by local ordinances.
. Reaching agreement with the City regarding the exact location and method of
placement of the fiber, which will be memorialized in a final set of plans, signed
by the designated official of the City.
. Providing the City with evidence that WILLIAMS has joined the Oregon Utility
Notification Center and assurances that WILLIAMS will thereafter provide any
entity requesting information under the utility notification program with such
information as is necessary to determine the location, depth and extent of
July 9, 1999
Attachment B, Page 5 of 13
Page .5
WILLIAMS' and the Consortium's fiber optic cable system; and will provide the
City with a final set of plans in such form as the City requests, showing the actual
location of the installed fibers to be given to the City and the Consortium.
. Providing a bond or other security agreeable to the City, in such an amount to be
specified by the City as is necessary to assure that installation of all fiber optics is
performed in accordance with the requirements of the City ordinance and returns
all premises where fiber is installed to the conditions required by the ordinance.
4. Provide the City with the name, address and phone number of a contact person
who will be capable of facilitating the resolution of issues concerning the
completion of the permitting process and the fulfillment of all obligations
specified in this Agreement.
B. In return for WILLIAMS' promises and performance, the City agrees, in
conjunction with other members of the Consortium:
1. To provide information to state and federal agencies, including the U.S. Army
Corps of Engineers and the Oregon Division of State Lands on thenature of the
proposed installation and the advantages that the City and other members of the
Consortium might derive from a successful installation under the terms of this
Agreement.
2. To provide coordination, advice and assistance, consistent with local, state and
federa11aws, to ma,ke certain that all permit applications are moved forward by the
appropriate jurisdiction in as expeditious a manner as is possible within the
requirements for appropriate review. The permit applications that the City
understands may be involved in the WILLIAMS' plans include, but are not
limi ted to:
. Right of way use permits or licenses from several jurisdictions including
cities, counties and the State of Oregon;
. Zoning approvals from several counties;
. Wetlands alteration permits from the Oregon DSL and US Corps of
Engineers;
. Environmental review and approval from the Oregon DEQ.
3. If WILLIAMS plans to install fiber within the right of way ofthe City, the City
will accept the performance of the terms of this Agreement (in kind services) in
lieu of any and all annual right-of-way use fees that would otherwise be charged
to WILLIAMS in return for City permission to install fiber facilities in the right-
of-way. Such acceptance in lieu of payment shall be ayai1ab1e only under the
terms of this Agreement and only upon completion of an application and issuance
of all appropriate permits or licenses pursuant to City ordinances. Such a waiver
does not include any required application fees, or any license fees associated with
the application for the right to operate in the right of way. This acceptance of in
kind services in lieu of right-of-way use fees (franchise fees) is one ofthe standard
July 9, 1999
Attachment B, Page 6 of 13
Page 6
benefits that all members of the Consortium shall extend to WILLIAMS in return
for WILLIAMS' in kind services to the Consortium.
PERMITTED USES
C. The parties jointly acknowledge and agree that many of the communities within
the Consortium, or which may choose to join the Consortium at a later date, may
lack effective, meaningful and affordable access to adyanced telecommunications
services. The parties also jointly acknowledge and agree that the fundamental
objectiye of the City, and the Consortium of which the City is a member, under
this Agreement is to place facilities permitting the provision of such adyanced
telecommunications services in rural or other communities which may be affected
by this Agreement as members of the Consortium. Except as otherwise provided
in this Agreement, the parties further acknowledge and agree that once placed, the
City/Consortium may use the facilities it receives under this Agreement for, any
lawful purpose. The primary purposes for the City and the Consortium to be
advanced by the acquisition of the facilities is to provide facilities that could allow'
advanced telecommunications services for schools, libraries, healthcare providers .
and governmental entities and to stimulate and a~vance economic development
~ithin the area served by the City and the Consortium.
The parties acknowledge that the fiber being provided by WILLIAMS is for local
use and not for resale or for pass-through use. For purposes of this section, local
use consists of the transmission of signals originating in and or ending within the
geographical confines of the Consortium. For purposes of this section pass-
through use means the carriage of signals that originate from an area outside the
geographical boundaries ofthe Consortium and are transmitted through the
geographical boundaries of the Consortium to a point outside the geographical
boundaries of the Consortium without affecting or being affected by users within'
the geographical boundaries of the Consortium other than retransmission or
regeneration without alteration of the signal. The Consortium warrants that before
any agreement is completed and becomes effective concerning the sale, lease
assignment, or transfer of any consideration or right provided by WILLIAMS,
WILLIAMS will be notified of the term of the proposed agreement and will be
provided an opportunity of first refusal, to whit, the right to replace the proposed
agreement with an agreement with the Consortium on the same terms and
conditions, giving WILLIAMS the rights of use set forth in the proposed
Agreement. If WILLIAMS decides not to exercise its right of first refusal, it shall
retain the right to enforce the terms of this Agreement, particularly this Paragraph
C, against any third party to whom the Consortium sells, leases, assigns, or
transfers any of the rights contemplated in this Agreement. Furthermore, should
the Consortium sell, lease, assign, or transfer rights in the six (6) fiber pair (twelve
optical fibers) described herein, to any third party, a maintenance fee of$30.00
per route mile per month on the six (6) fiber pair shall commence and the
Consortium shall waive all rights to the free maintenance contemplated in
'Paragraph 2 of this Agreement unless the Consortium can show that the additional
July 9,1999
Attachment B, Page 7 of 13
Page 7
charges would prevent completion of arrangements for the use of the six (6) fiber
pair (twelve optical fibers) in a manner consistent with the purposes ofthis
Agreement, especially as described in this Paragraph C, in which case the actual
amount of any maintenance fee, ranging from $0 to $30.00 per route mile per
month, will be negotiated with WILLIAMS with the intent of preserving both the
need for services to the Consortium and the desire of WILLIAMS not to proyide a
subsidy to a profit making enterprise rather than a: cost reduction for the
Consortium.
DATE OF DELIVERY
D. WILLIAMS will deliver control of the six pairs of fiber and other equipment,
described in this Agreement within one month of the date of WILLIAMS'
completion of installation (which shall include, but not be limited to, all splicing
and testing activities) of fiber to complete each of the routes. Evidence of the
delivery shall include a pedigree of all fibers delivered. Such a p~digree shall
include identification of the type of termination, the type of splice case and the
results of an end to end optical time domain reflectometer test, which includes
proof of optical continuity and a statement of dB loss end to end and point to
point. Evidence of delivery shall also include a final set of maps or plans
indicating the location of each access point proyided under the terms of this
Agreement.
TERM AND TERMINATION
E. This Agreement becomes effective on July 10,1999, or the date of the final
signature affixed below, and remains in effect during the period when the IRU
remains in effect.
F. This Agreement may be terminated by mutual consent after altemativl;:
arrangements have been made regarding the continuing obligations contained in
this Agreement. In the event that the Consortium which is being formed by the
City and other cities receiying fiber from WILLIAMS ceases to exist and the City
is no longer able to make any use of the fiber provided to the City and the
Consortium, this Agreement will terminate and WILLIAMS will thereafter be
responsible for the payment of all right of way fees owed after the termination of
this Agreement. Such fees shall not include any fees or payllents preliminarily
waived by this Agreement. In such an eyent WILLIAMS will be entitled to
recover and take ownership of the fiber and access points provided by
WILLIAMS to the City.
RENEGOTIATION CLAUSE
G. The parties acknowledge that time is of the essence in completion of the
construction of WILLIAMS fiber. To meet its other requirements, WILLIAMS
must haye the BP A route installed and lit by September. 1 , 1999, and the Wagon
July 9, 1999
Attachment B, Page 8 of 13
Page 8
Road route installed and lit by October 15, 1999. To meet this schedule,
WILLIAMS anticipates that it must be cleared to start construction and
installation by July I, 1999, for the BP A route. The City understands the
, importance of speed and undertakes to share a portion of the risk. If the mutual
efforts of the Consortium members and WILLIAMS are not successful in
,resolving by July 1, 1999, all outstanding permit issues identified in discussions
between the Consortium and WILLIAMS on or before June 10, 1999, (or any
permits that are an extension of or are triggered by those permit issues discussed
on or before June 10, 1999) the City accepts that there will have been a
. diminution in the value of the services provided by the Consortium, which would
justify a reduction in the yalue or quantity of goods or services provided by
WILLIAMS in fulfillment of its obligations under this Agreement. The
determination of whether a reduction in WILLIAMS obligations will be
negotiated in the event that such becom.es necessary will be determined in the sole
discretion of WILLIAMS (operating in good faith). If such renegotiations become
necessary the parties will negotiate in good faith, considering the nature of the
eyents causing delay, the efforts expended by the Consortium, the resulting
damage to WILLIAMS due to the delay, and the nature and extent of the delay.
Except in the event that there is a grossly negligent or willful action to prevent the
achievement of the purposes of this Agreement, the actions in furtherance of the
. goals of this Agreement, and any failure to achieve the purposes of this
Agreement shall not be considered a cause of any damages to WILLIAMS due to
a delay in the completion of the construction. However, the preceding sentence
shall not apply to arty diminution in value of the goods or services provided to the
City/Consortium by Williams as provided in this paragraph.
Any determination of diminution of value, as described in this Agreement, shall
be made, and notice thereof shall be provided to the Consortium on or before
December 31, 1999.
This Agreement concerning renegotiation does not cover or include any delay in
Lane County construction resulting from a need to complete requirements for
Lane County land use approval relating to construction in the right-of-ways, so
long as the Consortium continues to use best efforts to ensure rapid consideration
of such issues. This exception is made because the need for such a procedure was
not known to the parties at the time of the initial decision regarding renegotiation.
INDEMNITY
H. Subject to the limitations of the Oregon Tort Claims Act and Article XI, Section
10 of the Oregon Constitution, each of the parties hereto agrees to indemp.ify,
defend and save the other harmless from any claim, liability or damage resulting
from any error, omission or act of negligence on the part of the indemnifying
party, its officers, agents or employees in the performance of its responsibilities
under this Agreement.
July 9, 1999
Attachment B, Page 9 of 13
Page ,9
, .
. '
I. In the event oflitigation involving the terms and conditions of this Agreement, the
prevailing party shall be entitled to recover reasonable attorney fees, costs and
expenses from the losing party, including all such fees, costs and expenses on
appeal.
AMENDMENTS AND ASSIGNMENTS
J. No amendment to this Agreement shall be effective unless made in writing and
signed by both parties.
K. This Agreement may not be transferred or assigned without the prior written
consent of the other party. Either party may contract with any other entity to
, obtain the services of that entity as the party's agent in the fulfillment of this
Agreement.
Assignment, sale lease or grant of an Indefeasible Right of Use ("IRU") of a
portion of WILLIAMS' fiber system within the territorial jurisdiction of the City
(not including the fiber provided to the Consortium) shall be allowed without the
consent of the City, provided that WILLIAMS provides notice of such a transfer
to the City. Notwithstanding the foregoing, assignment or sale of all WILLIAMS'
fiber subject to this Agreement, or any transfer of ownership or control of the
conduit or conduits containing the fiber within the jurisdiction of the City,
including the rights and responsibilities of maintenance, relocation and expansion,
, shall only be allowed upon notice to and approval by the City. Approval shall not
be unreasonably withheld, conditioned, or delayed, and shall be granted upon
satisfactory demonstration that the assignee or buyer will have the financial and
technical capacity to fulfill WILLIAMS' obligations under the permit and this
Agreement, and the assignee or buyer specifically acknowledges and undertakes
to fulfill all WILLIAMS' continuing obligations.
NOTICE
L. All notices required under this Agreement shall be sent to the signing person for
each party, at the address to be provided at the time of signing.
WARRANTY OF AUTHORITY
M. By his or her signature each person signing this Agreement warrants that he or she
has been authorized by the principal for whom this Agreement is signed to sign ,
this Agreement on behalf of the principal, that the principal has been informed of
the signing, and that the principal has agreed to undertake all the obligations of
this Agreement upon the signature of the principal's agent.
N. This Agreement shall be governed by and construed in accordance with Oregon
law without reference to its choice of law principles.
July 9, 1999
Attachment B, Page 10 of 13
Page 10
O. If any term or condition is, to any extent, invalid or enforceable, the remainder of
this Agreement shall not be affected thereby.
P. The relationship of WILLIAMS and City and Consortium shall not be that of
partners, agents, or joint venturers, but independent contractors.
Q. This Agreement may executed in counterparts, all of which taken together shall
constitute one instrument.
SIGNATURES
For the City of Springfield:
For WILLIAMS
Date
Date'
~,E\;"lc\i\;'ED & APF'::;OVC:O
t'\~O FORM \
'>. e.,~\~ ~ ~-i-\\~
D/-\TE: ...., \ \ \ \ G\~
.
OFFICE OF CITY ATTORNEY
July 9, 1999
Attachment B, Page 11 of 13
Page 11
HANDON HPA ROUrrE
-;"....-
Vida
~
~~rg. .~
BANDONCABLEHEADLANDWG
ff>( ~h Be TO REEDS PORT OP-AMP SITE
rs:-r.. '\. 48.0 MILES
Co as Bay~~"
. ( \.. ~uo er Hill , . '
rhjt
tL.
. ^ 1:"'IDIi
( lWinchester
!:SANDON RUAD ROU'l'E
/
/jeamas Vall~y
/