ORDINANCE NO.________

AN ORDINANCE WHEREBY THE VILLAGE OF CAPITAN GRANTS VALOR TELECOMMUNICATIONS OF NEW MEXICO, LLC, AND ITS SUCCESSORS AND ASSIGNS, THE NON-EXCLUSIVE FRANCHISE, LICENSE, RIGHT AND PRIVILEGE TO CONSTRUCT, ERECT, OPERATE AND MAINTAIN ITS TELECOMMUNICATIONS BUSINESS WITHIN THE LIMITS OF THE VILLAGE OF CAPITAN


    Preamble. It is the intent of the parties that VALOR Telecommunications of New Mexico, LLC, duly authorized to do business in the State of New Mexico, continue through this franchise to construct, operate and maintain a telecommunications system in the of Village of Capitan. The parties intend that the franchise incorporate the Village of Capitan's lawful exercise of police power and be subject to the lawful regulation by the New Mexico Public Regulatory Commission and the State of New Mexico, and to the lawful applications of the Telecommunications Act of 1996, 47 USC § 253. The parties further acknowledge that the granting of this franchise results in legitimate costs of doing business for VALOR which can be recovered from customers in the form of monthly municipal fees, with such costs reflecting the expense of providing and maintaining the public rights of way required to provide telecommunications and other essential public services. It is in the best interests of the Village of Capitan, its citizens and of VALOR Telecommunications of New Mexico, LLC that this franchise shall be granted.


    THEREFORE, BE IT ORDAINED by the Governing Body of the Village of Capitan, State of New Mexico:

    Section 1. Grant of Authority. The Village of Capitan, hereinafter called the "Village", hereby grants to VALOR Telecommunications of New Mexico, LLC, hereinafter called the "Company", its successors and assigns, the non-exclusive franchise, license, right and privilege to construct, erect, equip, lease, purchase, maintain and operate, in, upon, along, across, above, over and under the streets, alleys, easements, public ways and public places now in use or dedicated, and all extensions thereof, and additions thereto, in said Village, its poles, anchors, guys, wires, cables, manholes, microwave sites, underground conduits, appurtenances, fixtures, and other telecommunications facilities necessary, proper or convenient for the maintenance and operation in said Village of the Company's telecommunications business; provided, however, that the Company shall locate all its transmission and distribution structures, lines and equipment within the Village so as not to unnecessarily obstruct the proper use of streets, alleys, public ways and public places, and to cause minimum interference with the rights or reasonable convenience of property owners who adjoin any of said streets, alleys, public ways and public places.



    Section 2. Company Liability. The Company shall, at all times during the life of this franchise, be subject to all lawful exercise of the police power by the Village as the Village now does or may hereafter implement by its regulations, or by resolution or ordinance. The Company shall save harmless and indemnify the Village from all loss sustained by the Village on account of any suit, judgment, execution, claim or demand whatsoever, resulting from negligence on the part of the Company in the construction, maintenance or operation of its telecommunications system in the Village. This indemnity does not apply to negligence attributable to persons other than the Company and is not intended to create liability for the benefit of third parties other than the Company and the Village.

It is agreed that the Village shall notify the Company's representative in writing within ten days after the presentation of any claim or demand either by suit or otherwise made against the Village on account of any activity on the part of the Company specifically:

VALOR Telecom
New Mexico Director of Regulatory Affairs
and Chief Counsel
Coronado Bldg. North Entrance
141 East Palace Ave.
Santa Fe NM 87501

    Section 3. Relocations. In the event of any necessary change in the public roads, streets or highways for purposes of their proper use, or in the grades of drains thereof which require that the Company's telecommunications facilities must conform thereto, the Company shall make any and all reasonable relocations of and changes to its facilities as the Village may require. The Village shall give the Company written notice at least 60 days prior to the commencement of the contemplated changes to provide the Company time within which to make recommendations intended to minimize its cost of resetting or, changing its facilities. The Village shall consider the Company's recommendations before it requires the relocation or changes in the Company's facilities. The Company shall bear the costs of relocating, changing or removing its facilities for said changes, unless the Company can properly obtain reimbursement for the costs from an entity other than the Village.

The Company shall bear the cost for any and all changes made by the Company for Company reasons in the location of its poles, wires, cables, and underground conduits, manholes and other telecommunications facilities. Other than as described herein, the person or entity requesting relocations of or changes to the Company's facilities shall bear the cost thereof, specifically including relocations and changes for aesthetic reasons.


    Section 4. House Moving and Other Unusual Uses. Any person or entity, hereinafter called Applicant, desiring to move a building or other structure along, or to make any unusual use of, the streets, alleys and public ways of the Village which shall interfere with the poles, wires or facilities of the Company or the Village, shall first give notice to the Company and the Village. The Applicant also shall pay to the Company, and to the Village if its facilities also are affected, a sum sufficient to cover the expense and damages incident to the cutting, altering and moving of the wires or other facilities of the Company or the Village, and the applicant shall present to the Village a receipt from the Company showing the payment as a prerequisite for obtaining a permit as required by the Village. Thereafter, upon applicant's presentation of said permit, the Company shall within a reasonable time provide for and cut, alter and move said wires and facilities as may be necessary to allow such moving or other unusual use of the streets, alleys and public ways of the Village.


    Section 5. Tree Trimming. The Village hereby grants to the Company, its successors and assigns and lessees, the right, privilege and permission to trim trees in and overhanging the streets, alleys, public ways and public places of the Village, so as to prevent the branches of such trees from interfering with the Company's telecommunications operations and the provision of services, consistent with the Village's regulation of this activity.


    Section 6. Consideration. As further consideration for this franchise, the Company shall pay to the Village, over the term of this franchise, a total of $20,000 exclusive of all federal and state excise taxes, as a fair and reasonable amount representing direct costs of providing and maintaining public rights of way for the provision of VALOR telecommunications services. The franchise payments shall be paid to the Village in equal quarterly installments of $1,000. The payments made shall be due on or before 30 days after the end of each quarter. The amounts paid by VALOR to the Village under this Franchise shall be applied monthly as a municipal fee on customer bills.


    Section 7. Payment in Lieu of Other Taxes. In consideration of the franchise payments provided for above, it is expressly understood and agreed by the Company and the Village that these payments shall be in lieu of any and all other franchise, license, occupation, or other forms of excise or revenue taxes based upon or measured by the revenues, employees, payroll, property, facilities or equipment of the Company, excepting, however, the following which shall be referred to as the "excepted taxes": general ad valorem property taxes, special assessments for local improvements and sales or gross receipts taxes. The franchise payments shall continue, only so long as the Company is not prohibited from making the payments by any lawful authority having jurisdiction in the premises. Furthermore, if the Village does levy, charge or collect or attempt to levy, charge or collect any other franchise, license, occupation or other form of excise or revenue taxes of the type above specified in this paragraph, other than excepted taxes, the Company's obligation to make franchise payments shall be abated to the extent such other taxes are levied, charged or collected by the Village.


    Section 8. Annexations. The Village or its planning/zoning administrative body shall notify the Company representative of all proposed additions, annexations, subdivisions or incorporation of new land areas into the Village. In determining the proposed telephone easements or routings thereof, the Village or its planning/zoning administrative body shall consider the Company's recommendations regarding their engineering feasibility.


    Section 9. Non-wavier of Other Rights. It is expressly understood and agreed by and between the Village and the Company that neither the grant nor acceptance of this franchise shall constitute a waiver, either upon the part of the Company or the Village, of any rights or claims had or made by either with respect to the occupancy of the streets, alleys, public ways and public places of the Village, under the laws of the Territory of New Mexico and under the Constitution and general statue of the State of New Mexico, nor shall anything herein in anyway prejudice or impair any rights or claims existing independently of this franchise of the Village or the Company, or its predecessors, successors, assigns or lessees, with respect to the construction, operation, and maintenance, either before or after the life of this franchise of a telecommunications system in the Village.


    Section 10. Nondiscrimination. In the event a competitor of the Company offers basic local exchange services comparable to the Company's basic local exchange services to persons and/or entities within the Village and the competitor's comparable services are not subject to a franchise fee or in lieu of a fee or tax of at least comparable to the franchise fee required pursuant to Section 6 herein, franchise fee payments shall be suspended six months from the inception of service by the competitor, and the Company will have no liability to the Village for the franchise fee until such time as its competitor is subject to a franchise fee or "in lieu of' fee or tax described in Section 6.
    In the event the Village itself, or though any entity under its control, offers basic local exchange services in competition with the Company, the Village shall not impose any conditions upon the Company to which the Village itself is not subject. Upon. the Village's offer of basic local exchange services, any terms of this franchise to which the Village itself is not subject will become null and void.


    Section 11. Term of Franchise. The franchise and rights herein granted shall continue in force and effect for a term of five (5) years after the effective date of this franchise, Upon the expiration of this term of franchise, the parties will continue to abide by its terms that are legal while they negotiate a subsequent franchise.


    Section 12. Franchise Authority. This franchise is subject to the superior power of any governmental authority, whether state or federal, having jurisdiction of the premises or exercising regulatory jurisdiction over the Company.


    Section 13. Effective Date. This Ordinance shall become effective thirty (30) days after its enactment; provided that the Company, within those thirty (30) days, shall have filed with the Village Clerk of the Village an unconditional acceptance thereof Within ten (10) days after the filing of the acceptance, the Village Clerk shall acknowledge in writing the receipt of the Company's acceptance.


    Section 14. Severability Clause. If any section, subsection, sentence, clause, word or phrase of this ordinance is for any reason held to be unconstitutional, illegal or otherwise invalid by any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of the ordinance. The Village Trustees, the Governing Body of the Village, hereby declares that it would have passed this ordinance and each section, subsection, sentence, clause, word or phrase thereof regardless of any one or more sections, subsections, sentences, clauses, words or phrases being declared unconstitutional or otherwise invalid. All ordinances and agreements or parts thereof in conflict with this ordinance are hereby repealed.


PASSED, ADOPTED AND APPROVED THIS _____ day of

______________, 2002, at a regular meeting of the Village Trustees of the Village of Capitan, State of New Mexico.


    ________________________________________________
                                                                                                    Honorable
                                                                                                    Mayor, Village of Capitan



ATTEST:




_________________________________________
Village Clerk


        I  __________________________ Village Clerk for the Village of Capitan, New Mexico, an incorporated Village, hereby certify that the attached franchise ordinance is a true and correct copy of the original document maintained in my office and of which I am the custodian.




        _____________________________________
                                                                                                                                            Village Clerk




(SEAL)


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