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will be utilized by Grantee to provide cable service. Grantee promises, as a condition of <br />exercising the privileges granted by this Franchise, that any affiliate of the Grantee, <br />including QC, directly or indirectly involved in the construction, management, or <br />operation of the cable communications system will comply with all applicable federal, <br />state and local laws, rules and regulations regarding the use of the City's rights of way. <br />The City agrees that to the extent QC violates any applicable laws, rules and regulations, <br />the City shall first seek compliance directly from QC. In the event, the City cannot <br />resolve these violations or disputes with QC, or any other affiliate of Grantee, then the <br />City may look to Grantee to ensure such compliance. Failure by Grantee to ensure QC's <br />or any other affiliate's compliance with applicable laws, rules and regulations shall be <br />deemed a material breach of this Franchise by Grantee. To the extent Grantee constructs <br />and installs facilities in the rights-of-way, such installation will be subject to the terms <br />and conditions contained herein. <br />2.1.5 No rights shall pass to Grantee by implication. Without limiting the foregoing, by <br />way of example and not limitation, this Franchise shall not include or be a substitute for: <br />(1) Any other permit or authorization required for the privilege of transacting <br />and carrying on a business within the City that may be required by the ordinances and <br />laws of the City; <br />(2) Any permit, agreement, or authorization required by the City for Right -of - <br />Way users in connection with operations on or in Rights -of -Way or public property <br />including, by way of example and not limitation, street cut permits; or <br />(3) Any permits or agreements for occupying any other property of the City or <br />private entities to which access is not specifically granted by this Franchise including, <br />without limitation, permits and agreements for placing devices on poles, in conduits or in <br />or on other structures. <br />2.1.6 This Franchise is intended to convey limited rights and interests only as to those <br />Rights -of -Way in which the City has an actual interest. It is not a warranty of title or <br />interest in any Right -of -Way; it does not provide the Grantee with any interest in any <br />particular location within the Right -of -Way; and it does not confer rights other than as <br />expressly provided in the grant hereof. <br />2.1.7 This Franchise does not authorize Grantee to provide telecommunications service, <br />or to construct, operate or maintain telecommunications facilities. This Franchise is not a <br />bar to imposition of any lawful conditions on Grantee with respect to <br />telecommunications, whether similar, different or the same as the conditions specified <br />herein. This Franchise does not relieve Grantee of any obligation it may have to obtain <br />from the City an authorization to provide telecommunications services, or to construct, <br />operate or maintain telecommunications facilities, or relieve Grantee of its obligation to <br />comply with any such authorizations that may be lawfully required. <br />7 <br />