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REV: 02-23-24 SK <br />ARTICLE 11 <br />MISCELLANEOUS PROVISIONS <br />11.1 Representations and Warranties. Each Party represents and warrants that it has the <br />full right and authority to enter into, execute, deliver and perform its obligations under this <br />Agreement and that this Agreement constitutes a legal, valid and binding obligation enforceable <br />against such Party in accordance with its terms, subject to bankruptcy, insolvency, creditors’ rights <br />and general equitable principles. Company represents and warrants that it has any and all <br />authorizations and approvals from state and federal regulatory agencies including the California <br />Public Utilities Commission and the Federal Communications Commission as are necessary for the <br />activities and Facilities contemplated by the Agreement and that Company is in compliance in all <br />material respects with its obligations under such authorizations. <br />11.2 Notices. All notices which shall or may be given pursuant to this Agreement shall be <br />in writing and transmitted through first class United States mail, or by private delivery systems, to <br />the following address or such other address of which a Party may give written notice: <br />City: <br />City of Redwood City <br />City Engineer <br />1017 Middlefield Road <br />Redwood City, CA 94063 <br />Company: <br /> <br />Astound Broadband, LLC <br />Joseph Kahl – VP, Regulatory & Public Affairs <br />650 College Road East, Suite 3100 <br />Princeton, NJ 08540 <br />With a copy to: <br />Astound Broadband, LLC <br />650 College Road East, Suite 3100 <br />Princeton, NJ 08540 <br />Attn: Legal Dept. <br />11.3 Service of Process. Company shall designate a person in California or a nationally <br />recognized service with a point of contact in California who is authorized to accept service of process <br />on behalf of Company. <br />11.4 Operations Center. Company’s Operations Center shall be available to City staff 24 <br />hours a day, 7 days a week, regarding problems or complaints resulting from the Facilities installed <br />pursuant to this Agreement and may be contacted by telephone at: (888) 317-0488 regarding such <br />problems or complaints. <br />11.5 Assignment. Company shall not assign or transfer any interest in this Agreement nor <br />the performance of any of Company’s obligations hereunder, without the prior written consent of the <br />City (which consent shall not be unreasonably withheld), and any attempt by Company to so assign <br />this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect; <br />provided, however, Company may assign its rights and delegate its obligations hereunder without <br />first obtaining the City’s consent to a corporation, limited liability company, partnership or other <br />business entity wholly controlled or owned by Company or its parent companies or to the purchaser <br />of all or substantially all of the Company’s assets. An assignment shall not be effective until the <br />Assignee agrees in writing to comply with and be subject to all the terms and conditions of this <br />Agreement, the Code, and the Zoning Code. This Agreement may be assigned in its entirety or all <br />ATTY/AGR.2024.018/Astound Broadband, LLC (Fiber Agreement) (Page 13 of 20) <br />6.E. - Page 16 of 23 <br />185