HomeMy WebLinkAboutAgenda
AGENDA
Utilities Committee Regular Meeting
3:30 PM - Monday, March 21, 2016
Council Conference Room, 7th Floor, City Hall – 1055 S. Grady Way
1. Request for Water Service Transfer from King County
a) AB - 1618
2. Level 3 Communications, LLC Franchise Agreement
a) AB - 1614
3. Olympic Pipeline Franchise Agreement
a) AB - 1621
4. Cedar River Maintenance Dredge Project Mitigation Agreement
a) AB - 1622
AB - 1618
City Council Regular Meeting - 14 Mar 2016
SUBJECT/TITLE: Request for Water Service Transfer from King County Water District
No. 90 Related to Chelan Creek Development
RECOMMENDED ACTION: Refer to Utilities Committee
DEPARTMENT: Utility Systems Division
STAFF CONTACT: Abdoul Gafour, Water Utility Manager
EXT.: 7210
FISCAL IMPACT:
Expenditure Required: $ N/A Transfer Amendment: $ N/A
Amount Budgeted: $ N/A Revenue Generated: $ N/A
Total Project Budget: $ N/A City Share Total Project: $ N/A
SUMMARY OF ACTION:
King County Water District No. 90 (District 90) has requested the transfer of water service for four residential
water customers from District 90 to the City of Renton water system related to the construction of City
utilities by the Chelan Creek development. District 90 also requested the waiver of the City water system
development charge for the subject properties.
EXHIBITS:
A. Issue Paper
B. Vicinity Map
C. Letter from King County Water District 90
STAFF RECOMMENDATION:
Approve the transfer of water service from District 90 to the City of Renton for four residential properties and
also waive the City’s water system development charges for the same properties.
AGENDA ITEM #1. a)
PUBLIC WORKS DEPARTMENT
M E M O R A N D U M
DATE:February 29, 2016
TO:Randy Corman, Council President
Members of Renton City Council
VIA:Denis Law, Mayor
FROM:Gregg Zimmerman, Public Works Administrator
STAFF CONTACT:Abdoul Gafour, Water Utility Manager, ext. 7210
SUBJECT:Request for Water Service Transfer from King County Water
District No. 90 Related to Chelan Creek Development
ISSUE:
Should Council approve the transfer of water service from King County Water District
No. 90 (District 90) to the City of Renton for four residential customers related to the
construction of City utilities by the Chelan Creek development?
Should Council authorize waiver of the City’s water system development charge for the
subject properties?
RECOMMENDATION:
Approve the transfer of water service from District 90 to the City of Renton for four
residential properties.
Authorize waiver of the City’s water system development charges for the same
properties.
BACKGROUND SUMMARY:
As part of the Chelan Creek development, the developer Chelan Creek, LLC will install a
new 8-inch City water main in Chelan Avenue SE to serve the 14 new lots in the
subdivision. In order to install the new water main and other utilities for the
subdivision, an old existing 4-inch water line belonging to District 90 needs to be
abandoned. The existing line served four residential properties and District 90 has
requested the transfer of these four customers to Renton’s water system by connecting
to the new water main to be installed by the developer. The subject properties are:
973 Chelan Avenue NE, Tax lot 1023059211
960 Chelan Avenue NE, Tax lot 1023059288
AGENDA ITEM #1. a)
Mr. Corman, Council President
Page 2 of 2
February 29, 2016
\AGad
964 Chelan Avenue NE, Tax lot 1023059305
922 Chelan Avenue NE, Tax lot 1023059119
District 90 has notified the affected customers and also held a public meeting on
July 25, 2015 to provide an opportunity for the customers to address their concerns
with the proposed transfer. No concerns or objections were received.
District 90 has also requested the City waive the water system development charges for
the four properties since they have been receiving water service for over 50 years and
will not gain additional benefit from the proposed transfer of water service.
The developer, Chelan Creek, LLC, has agreed to pay for all construction costs related to
the transfer of water service for these four properties to the new water line, including
the installation of the new City water meters.
Staff recommends Council approve the transfer of water service for the four subject
properties to the new City water line since the transfer is consistent with City’s water
service policies and with the East King County Coordinated Water System Plan.
Staff also recommends that Council waive the water system development charges for
the subject properties based on previous similar requests for water service transfer of
existing District 90 customers that are within the City’s water service area.
Attachment
cc: Lys Hornsby, Utility Systems Director
File
AGENDA ITEM #1. a)
2,257 188
This map is a user generated static output from an Internet mapping site and
is for reference only. Data layers that appear on this map may or may not be
accurate, current, or otherwise reliable.
2/23/2016
Legend
128064
THIS MAP IS NOT TO BE USED FOR NAVIGATION
Feet
Notes
128
WGS_1984_Web_Mercator_Auxiliary_Sphere
City and County Boundary
Other
City of Renton
Addresses
Parcels
AGENDA ITEM #1. a)
KingCountyWaterDistrictNo.9015606SouthEast128thStreetRenton,Washington98059-4540Phone:425-255-9600___
__
__
__
__
__
__
__
__
__Fax:425-277-4128Mr.AbdoulGafourWaterUtilityManagerRECEIVEDCityofRentonlO55SGradyWayAUG17201Renton,WA98057August142015CITYOFRENTONUTILITYSYSTEMSRe:ProposedtransferoffourexistingwatercustomersfromKCWD9OtoCityofRentonDearMr.Gafour,KingCountyWaterDistrictNo.90wouldliketorequestthetransferoffourexistingresidentialwatercustomerstotheCityofRenton.Thesecustomersarelocatedatthefollowingaddresses:•973ChelanAvenueNE,Renton,WA98059-Taxlot1023059211•960ChelanAvenueNE,Renton,WA98059-Taxlot1023059288•964ChelanAvenueNE,Renton,WA98059-Taxlot1023059305•922ChelanAvenueNE,Renton,WA98059-Taxlot1023059119ThesepropertiesarecurrentlyservedbytheDistrictthrougha4-inchsteelwatermainthatiswelloverfiftyyearsold,hasserveditsusefullife,andisinneedofreplacement.ThesubjectpropertiesarealsowithintheCity’swaterserviceasestablishedbyEastKingCountyCoordinatedWaterSystemPlanandalsoasshownintheCity’s2012WaterSystemPlan.Thecoordinatedwatersystemplanallowsforthetransferofexistingwatercustomerstoanadjoininganddesignatedpurveyoronaneconomicbasisorbymutualagreement.JKMonarch,LLC,alocaldeveloper,hasreceivedtheCity’sapprovalforanewdevelopmentknownastheChelanCreekPUDthatisdirectlytothesouthoftheseproperties.SincethedevelopmentiswithintheCityofRenton’swaterservicearea,thedeveloperwillinstallanew8-inchCitywatermaininChelanAveNEfromNE10thStreettothesouththatwillbenexttotheoldDistrict’s4-inchsteelmain.TheDistrictwouldliketophaseoutitsservicetothesepropertiesandtransferwaterservicetotheCity.ThetransferofthecustomersfromtheexistingDistrict’smaintothenewCity’swatermainwouldrequiretheinstallationofnewwaterservicelines,metersandre-connectingtheexistingprivatewaterservicelinestothenewmeters.JKMonarchhasagreedtoperformthedesignandconstructionofthisworkaspartoftheirprojectatnoadditionalcosttotheDistrictortotheCity.AGENDA ITEM #1. a)
TheDistrictalsorequeststhattheCitywaivethe“WaterSystemDevelopmentCharge(SDC)relatedtothesefourexistingcustomers.Sincetheyareexistingcustomers,theiroriginalsystem“buy-in”waslessthan$250perlotwhenpurchasedoverfiftyyearsago.TheDistrictinvitedtheaffectedcustomerstoapublicmeetingonJuly21,2015,toprovideanopportunitytoshareconcernsandaskquestionsabouttheproposedtransferofwaterservice.TheDistrictalsosentasummaryofwaterbills(forthepastthreeyears)toeachcustomerinordertoprovidethemwithacomparisonoftheDistrict’swaterrateswiththeCity’swaterrates.Therewerenoconcernsorobjectionsreceivedfromthesecustomers.PleasecontactmeifyouhaveanyquestionsregardingthisrequesttotransferfourexistingKCWD9OcustomerstotheCityofRenton.Thankyouforyourtimeandconsideration.Sincerely,-,/—‘h)DarceyJ.PetersonGeneralManagerKingCountyWaterDistrict#90425-255-9600Cc:KCWD9OBoardofCommissioners,JoshuaDeraitus,OperationsManager,LaurieFulton,StantecEngineering,ChelanCreekFileAGENDA ITEM #1. a)
AB - 1614
City Council Regular Meeting - 07 Mar 2016
SUBJECT/TITLE: Level 3 Communications, LLC Franchise Agreement
RECOMMENDED ACTION: Refer to Utilities Committee
DEPARTMENT: Community & Economic Development
STAFF CONTACT: Amanda Askren, Property & Technical Services Manager
EXT.: 7369
FISCAL IMPACT:
Expenditure Required: $ N/A Transfer Amendment: $ N/A
Amount Budgeted: $ N/A Revenue Generated: $ N/A
Total Project Budget: $ N/A City Share Total Project: $ N/A
SUMMARY OF ACTION:
Level 3 Communications is a premier global communications provider headquartered in Broomfield, Colorado
that provides communications services to enterprise, government, and carrier customers. Level 3 has
requested a franchise agreement with the City of Renton in order to provide broadband internet and
telephone services. A separate franchise would be pursued if Level 3 seeks to provide cable services in the
future. The franchise being sought with the City of Renton would allow for the installation of communication
facilities, specifically fiber optic cable and related appurtenances, under, along, over, below and through, and
across public rights-of-way within the City. The use of the City rights-of-way for this private
telecommunications system requires a franchise agreement with the City and is subject to appropriate fees for
the reduced value of the affected rights-of way.
The franchise agreement permits Level 3 to construct, install, and operate communications equipment,
specifically fiber optic cable and related appurtenances within and through public rights-of way, public ways,
and other ways within the City of Renton.
The length of term agreed to by the City and Level 3 for the proposed franchise agreement would be effective
for a period of ten (10) years. A possible 5-year renewal is allowed for, via the franchise, at the City’s
discretion.The agreement is formatted to group similar items together:
Sections 1-8 cover the basic franchise approval.
Sections 9-14 cover general work activities.
Sections 15-24 cover basic legal concerns.
Sections 25-27 provide for final franchise adoption
EXHIBITS:
A. Issue Paper
B. Ordinance
STAFF RECOMMENDATION:
Authorize the Mayor and City Clerk to enter into a franchise agreement with Level 3 Communications, LLC as a
purveyor of broadband telecommunication services within the City of Renton.
AGENDA ITEM #2. a)
DEPARTMENT OF COMMUNITY
& ECONOMIC DEVELOPMENT
M E M O R A N D U M
DATE:February 24, 2016
TO:Randy Corman, Council President
Members of Renton City Council
VIA:Denis Law, Mayor
FROM:C.E. “Chip” Vincent, CED Administrator
STAFF CONTACT:Amanda Askren, Property & Technical Services Manager
(x7369)
SUBJECT:Level 3 Communications, LLC Franchise Agreement
ISSUE:
Should Council authorize the Mayor and City Clerk to enter into a franchise agreement
with Level 3 Communications, LLC?
RECOMMENDATION:
Staff recommends that Council should authorize the Mayor and City Clerk to enter into a
franchise agreement with Level 3 Communications, LLC as a purveyor of broadband
telecommunication services within the City of Renton.
BACKGROUND SUMMARY:
Level 3 Communications is a premier global communications provider headquartered in
Broomfield, Colorado that provides communications services to enterprise, government,
and carrier customers. Level 3 has requested a franchise agreement with the City of
Renton in order to provide broadband internet and telephone services. A separate
franchise would be pursued if Level 3 seeks to provide cable services in the future. The
franchise being sought with the City of Renton would allow for the installation of
communication facilities, specifically fiber optic cable and related appurtenances, under,
along, over, below and through, and across public rights-of-way within the City. The use
of the City rights-of-way for this private telecommunications system requires a franchise
agreement with the City and is subject to appropriate fees for the reduced value of the
affected rights-of way.
The franchise agreement permits Level 3 to construct, install, and operate
communications equipment, specifically fiber optic cable and related appurtenances
within and through public rights-of way, public ways, and other ways within the City of
Renton.
AGENDA ITEM #2. a)
Randy Corman, Council President
Members of Renton City Council
Page 2 of 3
February 24, 2016
The length of term agreed to by the City and Level 3 for the proposed franchise
agreement would be effective for a period of ten (10) years. A possible 5-year renewal
is allowed for, via the franchise, at the City’s discretion.
The agreement is formatted to group similar items together Sections 1-8 cover the basic
franchise approval. Sections 9-14 cover general work activities. Sections 15-24 cover
basic legal concerns. Sections 25-27 provide for final franchise adoption.
OUTLINE FOR LEVEL 3, LLC FRANCHISE AGREEMENT
1.Definitions: Provides definitions of key terms used in the agreement.
2.Purpose: Explains purpose of the cooperative agreement.
3.Privileges Conveyed: Grants basic franchise rights to Level 3 for a limited, non-
exclusive franchise.
4.Term: Defines length of agreement, and option to extend.
5.Recovery of Costs: Allows City to charge an administrative fee to recover costs.
6.Assignment and Transfer of Franchise: Requires Council approval for transfer.
7.Compliance with Laws – Reservation of Powers and Authority: Explains legal
obligations for Level 3.
8.Non-exclusive Franchise: Allows Renton to grant other or further franchises.
9.Permits, Construction and Restoration: Outlines permitting, bonds, restoration
and other construction requirements.
10.Coordination and Shared Excavations: Requires reasonable efforts to coordinate
work within the franchise area.
11.Hazardous Materials: Regulates use of hazardous substances.
12.Emergency Work – Permit Waiver: Requires prompt response in an emergency
and defers permits to correct dangerous conditions.
13.Records of Installation: Requires as-built drawings and provision of plans for
potential improvements upon City request.
14.Undergrounding of Facilities: Requires undergrounding consistent with Renton
Municipal Code.
15.Relocation of Franchisee Facilities: Level 3 is required to relocate its facilities at
its cost when there are identified conflicts with new City streets or utilities.
16.Abandonment and Discontinuance of Franchisee’s Facilities: Requires notice to
the City when use ceases or facilities are abandoned.
17.Termination, Violations and Remedies: Describes termination of franchise,
discontinuation of operations, obligation of Franchisee, and remedies to parties.
18.Dispute Resolution: Provides process for alleged default as to performance
19.Arbitration: Establishes process for arbitration, discovery, compensatory
damages, and assignment of costs.
20.Alternative Remedies: Allows for judicial relief.
AGENDA ITEM #2. a)
Randy Corman, Council President
Members of Renton City Council
Page 3 of 3
February 24, 2016
21.Amendments to Franchise: Specifies process for written amendment to
franchise.
22.Indemnification: Franchisee shall indemnify, defend, and hold harmless Renton
for the duration of the Franchise.
23.Insurance: Requires the Franchisee to procure and maintain insurance for the
duration of the Franchise.
24.Discrimination Prohibited: Provides standard language now included on all
franchise agreements.
25.Notice: Outlines noticing procedures and contact information.
26.Miscellaneous: Minor clarifications, including stating the franchise requirements
apply to Level 3, its successors and contractors.
27.Effective Date: Franchise becomes effective five days after legal publication.
Level 3 Communications, LLC must file its written acceptance of this franchise with the
City Clerk within 60 days after approval by the mayor in order to claim any right or
benefit under this franchise agreement.
cc:Mark Peterson, Fire Chief & Fire and Emergency Services Administrator
Gregg Zimmerman, Public Works Administrator
Jennifer Henning, Planning Director
Lys Hornsby, Utility Systems Director
Brianne Bannwarth, Development Engineering Manager
Pat Miller, Construction Inspector Supervisor
Holly Powers, Development Services Representative
AGENDA ITEM #2. a)
1
CITY OF RENTON, WASHINGTON
ORDINANCE NO. ________
AN ORDINANCE OF THE CITY OF RENTON, WASHINGTON, GRANTING UNTO
LEVEL 3 COMMUNICATIONS, LLC, AUTHORIZED TO DO BUSINESS WITHIN THE
STATE OF WASHINGTON, ITS AFFILIATES, SUCCESSORS AND ASSIGNS, THE
RIGHT, PRIVILEGE, AND AUTHORITY TO INSTALL COMMUNICATIONS
FACILITIES, SPECIFICALLY FIBER OPTIC CABLE AND RELATED APPURTENANCES,
UNDER, ALONG, OVER, BELOW, THROUGH AND ACROSS THE STREETS,
AVENUES AND ALLEYS OF THE CITY OF RENTON WITHIN THE PUBLIC RIGHT‐OF‐
WAY OF RENTON.
THE CITY COUNCIL OF THE CITY OF RENTON, WASHINGTON, DOES ORDAIN AS
FOLLOWS:
SECTION I: Definitions
For the purposes of this Franchise and Attachment 1, which is fully incorporated by
reference, the following defined terms, phrases, words and their derivations shall have the
meaning provided below. When not inconsistent with the context in which the word is used,
words used in the present tense include the future, words in the plural include the singular,
words in lower case shall have their defined meaning even if the words are not capitalized, and
words in the singular include the plural. Undefined words shall be given their common and
ordinary meaning.
1.1 Administrator: Means the Administrator of Renton’s Public Works Department
or designee, or any successor office responsible for management of Renton’s public properties.
1.2 Construct or Construction: Means to remove, replace, repair, and/or restore
any existing Facility, and may include, but are not limited to, digging and/or excavating to
remove, replace, repair, and restore existing pipeline(s) and/or Facilities.
AGENDA ITEM #2. a)
ORDINANCE NO. ________
2
1.3 Cost: Means any costs, fees, or expenses, including but not limited to attorneys’
fees.
1.4 Day: Means calendar day(s) unless otherwise specified.
1.5 Facility or Facilities: Means, collectively or individually, any and all fiber optic
telecommunication transmission and distribution systems, including but not limited to, poles,
wires, lines, conduits, ducts, cables, braces, guys, anchors and vaults, switches, fixtures, and
communication systems; and any and all other equipment, appliances, attachments,
appurtenances and other items necessary, convenient, or in any way appertaining to any and all
of the foregoing, whether the same be located across, above, along, below, in, over, through, or
underground. Facilities do not include new utility and/or antenna poles for overhead lines,
wires, cables and/or antenna, or any noise‐creating equipment.
1.6 Franchise: Means this ordinance and any related amendments, attachments,
exhibits, or appendices.
1.7 Franchise Area: Means all present and future Renton Rights‐of‐Way for public
roads, alleys, avenues, highways, streets, and throughways (including the area across, above,
along, below, in, over, through, or under such area), laid out, platted, dedicated, acquired or
improved, and; all city‐owned utility easements dedicated for the placement and location of
various utilities provided such easement would permit Franchisee to fully exercise the privilege
granted under this Franchise within the area covered by the easement, without interfering with
any governmental functions or other franchises or easements.
AGENDA ITEM #2. a)
ORDINANCE NO. ________
3
1.8 Franchisee: Means Level 3 Communications, LLC, authorized to do business
within the State of Washington, and its respective successors and assigns, and when
appropriate agents, contractors (of any tier), employees, officers and representatives.
1.9 Hazardous Substance: Means any and all hazardous, toxic, or dangerous
substance, material, waste, pollutant, or contaminant, including all substances designated
under the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the
Comprehensive Environmental Response, Compensation and Usability Act, 42 U.S.C. § 9601 et
seq.; the Hazardous Materials Transportation Act, 49 U.S.C. § 1801 et seq.; the Federal Water
Pollution Control Act, 33 U.S.C. § 1257 et seq.; the Clean Air Act, 42 U.S.C. § 7401 et seq.; the
Toxic Substances Control Act, 15 U.S.C. § 2601 et seq.; the Federal Insecticide, Fungicide,
Rodenticide Act, 7 U.S.C. § 136 et seq.; the Washington Hazardous Waste Management Act,
RCW Chapter 70.105, and the Washington Model Toxics Control Act, RCW Chapter 70.1050, as
they exist or may be amended; or any other Laws. The term “Hazardous Substance” shall also
be interpreted to include any substance which, after release into the environment, will or may
reasonably be anticipated to cause death, disease, injury, illness, abnormalities, behavioral
abnormalities, stunted or abnormal growth or development, or genetic abnormalities.
1.10 Laws: Means any federal, state, or municipal code, statute, ordinance, decree,
executive order, governmental approval, permit, regulation, regulatory program, order, rule,
published specification, public standard, Environmental Law, or governmental authority, that
relate to telecommunications services, including but not limited to 47 U.S.C. § 101, et. seq.
(Telecommunications Act of 1996), RCW 19.122 (Underground Utilities), WAC 480‐80 (Utilities
General – Tariffs and Contracts), RCW 35.99 (Telecommunications, Cable Television Service –
AGENDA ITEM #2. a)
ORDINANCE NO. ________
4
Use of Right‐of Way), WAC Chapter 296‐32 (Safety Standards for Telecommunications), RCW
Chapter 80.36 (Telecommunications), WAC Chapter 480‐120, et. seq., (Telephone Companies),
RCW Chapter 35.96 (Electric and Communication Facilities – Conversion to Underground), and
any related Laws. All references to Laws shall mean as they exist, may be amended or created.
1.11 Parties: Means the City of Renton and Level 3 Communications, LLC.
1.12 Public Properties: Means present and/or future property owned or leased by
Renton within Renton’s present and/or future control and/or jurisdictional boundaries.
1.13 Public Ways: Means any highway, street, alley, sidewalk, utility easement (unless
their use is otherwise restricted for other users), or other public Rights‐of‐Way for motor
vehicles or any other uses under Renton’s control and/or in its jurisdictional boundaries,
consistent with RCW 47.24.020 (Jurisdiction, control) and 47.52.090 (Cooperative agreements
— Urban public transportation systems — Title to highway — Traffic regulations —
Underground utilities and overcrossings — Passenger transportation — Storm sewers — City
street crossings).
1.14 Rights‐of‐Way: Means the surface and space across, above, along, below, in,
over, through or under any street, alley, avenue, highway, lane, roadway, sidewalk,
thoroughfare, court, easement and similar Public Property, Public Ways, and area within the
Franchise Area.
1.15 Tariff: Has the meaning provided in WAC 480‐80‐030 (Definitions), or such
similar definition describing rate schedules, rules and regulations relating to charges and service
as may be adopted by the regulatory authority with jurisdiction, under the laws of the State of
Washington, over public service companies and/or competitive telecommunication service
AGENDA ITEM #2. a)
ORDINANCE NO. ________
5
companies, and such competitive companies must file tariffs in accordance with WAC Chapter
480‐80. (WAC 480‐120‐026 (Tariffs)).
1.16 WUTC: Means the Washington Utilities and Transportation Commission or such
successor regulatory agency having jurisdiction over public service and/or telecommunication
service companies.
1.17 Work: Means to construct, excavate, install, maintain, remove and/or repair by,
for, or at Franchisee’s request.
SECTION II: Purpose
2.1 Authority: Under RCW 35A.47.040, Renton’s City Council may grant or not grant
a franchise.
2.2 Conditions: The purpose of this Franchise is to delineate the conditions relating
to Franchisee’s use of the Franchise Area and to create a foundation for the Parties to work
cooperatively in the public’s best interests after this ordinance becomes effective. This
Franchise is granted subject to Renton’s land use authority, public highway authority, police
powers, franchise authority, and any other case law, statutory or inherent authority, and is
conditioned upon the terms and conditions provided in this Franchise, and Franchisee’s
compliance with all Laws.
2.3 Risk and Liability: By accepting this Franchise, Franchisee assumes all risks or
liabilities related to the Franchise, with no risk or liability conferred upon Renton. This
Franchise is granted upon the express condition that Renton retains the absolute authority to
grant other or further franchises in any Rights‐of‐Way and any Franchise Area. This and other
franchises shall, in no way, prevent or prohibit Renton from using any of its Franchise Area, or
AGENDA ITEM #2. a)
ORDINANCE NO. ________
6
affect its jurisdiction over them or any part of them, and Renton retains absolute authority to
make all changes, relocations, repairs, maintenance, establishments, improvements,
dedications or vacations of same as Renton may see fit, including the dedication, establishment,
maintenance and improvement of all new or existing Rights‐of‐Way, Public Property or Public
Ways.
SECTION III: Privileges Conveyed
3.1 Franchise Granted: Pursuant to the Telecommunication Act of 1996 § 253(c),
RMC Chapter 5‐19 and the laws of the State of Washington including, but not limited to, RCW
47.24.020 (Jurisdiction, control), RCW 47.52.090 (Cooperative agreements — Urban public
transportation systems — Title to highway — Traffic regulations — Underground utilities and
overcrossings — Passenger transportation — Storm sewers — City street crossings), RCW
35A.47.040 (Franchises and permits — Streets and public ways), RCW 35.22.280 (Specific
powers enumerated), RCW 35.99.020 (Permits for use of right‐of way), and 80.36.040 (Use of
road, street, and railroad right‐of way – When consent of city necessary), and any related laws,
Renton grants to Franchisee, a Delaware limited liability company, authorized to do business in
the State of Washington, and its successors and assigns (subject to and as provided for in
Section 6, Assignment and Transfer of Franchise), under this Franchise’s terms and conditions,
the privilege to install, construct, operate, maintain and improve its Facilities, together with all
necessary equipment and appurtenances, for the provision of telecommunications, private line,
and internet access services, within the existing Franchise Area, such lands being more
particularly described in Attachment 1 which is attached and fully incorporated by reference
AGENDA ITEM #2. a)
ORDINANCE NO. ________
7
into the Franchise. Without a separate franchise agreement, Franchisee shall not have the
privilege to provide cable services in the City of Renton.
3.2 Limited Franchise: This Franchise conveys a limited privilege as to the Franchise
Area in which Renton has an actual interest. It is not a warranty of title or interest in the
Franchise Area. This privilege shall not limit Renton’s police powers, any statutory or inherent
authority, jurisdiction over its property, Franchise Area, Rights‐of‐Way, or its zoning or land use
authority. The terms and conditions of this Franchise shall not be construed to apply to
Facilities located outside of the Franchise Area. This Franchise does not confer upon Franchisee
any privilege to install or use any Facilities outside the Franchise Area, including city‐owned or
leased properties or easements.
3.3 Principal Use Limitation: This Franchise shall not authorize a principal use of the
Franchise Area for purposes other than for telecommunications, private line, and internet
access services. The Franchisee may use its Facilities’ excess capacity, however, Franchisee
may not use, convey, lease or share its excess space within the Franchise Area except for sales,
leases or other transactions which Franchisee may engage in in the normal course of its
business.
3.4 Franchise is Non‐Exclusive: As detailed in Section 8, below, Renton grants this
non‐exclusive Franchise to Franchisee to operate, maintain and improve its existing Facilities as
a telephone business and service provider (as those terms are used in RCW 35.21.860).
3.5 Acknowledgement: Franchisee acknowledges and warrants by its acceptance of
the granted privileges, that it has carefully read and fully comprehends the terms and
conditions of this Franchise. Franchisee accepts all reasonable risks of the meaning of the
AGENDA ITEM #2. a)
ORDINANCE NO. ________
8
provisions, terms and conditions of the Franchise. Franchisee further acknowledges and states
that it has fully studied and considered the requirements and provisions of this Franchise, and
believes that the same are consistent with all Laws. If in the future Franchisee becomes aware
that a provision of this Franchise may be unlawful or invalid, it will not use such potential
invalidity to unilaterally ignore or avoid such provision. Instead, Franchisee will promptly advise
Renton of the potential invalidity or illegality, and the Parties will meet within thirty (30) days
and endeavor jointly to amend this Franchise to cure the invalidity or illegality.
3.6 Enforceable Contract: Franchisee specifically agrees to comply with the
provisions of any applicable Laws, as they exist or may be amended. The express terms and
conditions of the Franchise constitute a valid and enforceable contract between the Parties,
subject to any Laws.
3.7 Existing Facilities Outside Franchise Area: Existing Facilities installed or
maintained by Franchisee in accordance with prior franchise agreements on public grounds and
places within Renton (but which are not a part of the Franchise Area as defined by this
Franchise) may be maintained, repaired and operated by Franchisee at the location where such
Facilities exist as of the effective date of this Franchise for the term of this Franchise; provided,
however, that no such Facilities may be enlarged, improved or expanded without Renton’s prior
review, written consent, and approval pursuant to the provisions of any applicable Laws.
SECTION IV: Term
4.1 Length of Term: Each of the provisions of this Franchise shall become effective
upon Franchisee’s acceptance of the terms and conditions of this Franchise and the City
Council’s passage of this ordinance, and shall remain in effect for ten (10) years, unless it is
AGENDA ITEM #2. a)
ORDINANCE NO. ________
9
terminated pursuant to Section XIII, Termination, Violations, and Remedies. At any time not
more than two (2) years nor less than one‐hundred and eighty (180) days before the expiration
of the Franchise Term, Franchisee may make a written request and Renton may consider, at its
sole discretion, renewing this Franchise for an additional five (5) year renewal period, unless
either party expresses its intention in writing to terminate this Franchise at the conclusion of
the ten (10) year term.
4.2 Extension upon Expiration: If the Parties fail to formally renew or terminate the
Franchise prior to the expiration of its term or any extension, the Franchise shall be extended
on a year‐to‐year basis until the Franchise is renewed, terminated or extended.
SECTION V: Recovery of Costs
5.1. Administrative Fee: Pursuant to RCW 35.21.860(1)(b), Renton may charge
Franchisee an administrative fee to recover all actual administrative expenses incurred by
Renton that are directly related to receiving and approving a permit, license and this Franchise,
to inspect plans and construction, or for the preparation of a detailed statement pursuant to
SEPA (RCW Chapter 43.21C). Where Renton incurs actual administrative expenses, including
but not limited to fees, expenses, and/ or costs for attorneys, consultants, staff and the City
Attorney Department, for review or inspection of activities undertaken through the authority
granted in this franchise, Franchisee shall pay such expenses directly to Renton. Renton shall
provide Franchisee with an itemized invoice identifying the administrative expenses incurred.
Renton employee time shall be calculated based on their rate of salary, including applicable
overtime, benefits and reasonable overhead, and all other costs will be bill based on an actual
cost basis.
AGENDA ITEM #2. a)
ORDINANCE NO. ________
10
5.2. Utility Tax: Pursuant to RCW 35.21.870 (Electricity, telephone, natural gas, or
steam energy business — Tax limited to six percent — Exception) and RCW 35.21.860(1)(a),
Renton may impose a utility tax on Franchisee consistent with the utility tax imposed on other
similarly situated telephone businesses or service providers.
5.3. Franchise Fee: Pursuant to RCW 35.21.860 (Electricity, telephone, or natural gas
business, service provider — Franchise fees prohibited — Exceptions), Renton may only impose
a franchise fee or any other Cost of whatever nature or description upon Franchisee as is
consistent with federal law.
5.4. Cost of Publication: Franchisee shall bear the entire Cost of publication of this
ordinance.
5.5. Permit Fee: Franchisee shall be subject to all permit fees associated with
activities undertaken through the authority granted in this Franchise or under Laws.
5.6. Emergency Fee: Franchisee shall promptly reimburse Renton for any and all
Costs incurred by Renton while responding to any emergency involving public safety.
5.7. Reimbursement period: Franchisee shall reimburse Renton within forty‐five (45)
days of Renton’s submittal of an itemized billing for reasonably incurred Costs, itemized by
project, for Franchisee’s proportionate share of all actual, identified expenses incurred by
Renton in planning, constructing, installing, repairing, altering, or maintaining any city facility
due to the presence in the Public Way of Franchisee’s Facilities.
SECTION VI: Assignment and Transfer of Franchise
6.1 Assignment: Franchisee may not assign, dispose of, lease, sell, transfer, or permit
to be forfeited this Franchise, either in whole or in part, without the written consent of the City
AGENDA ITEM #2. a)
ORDINANCE NO. ________
11
Council of Renton by passage of an ordinance or resolution. Such consent shall not be deemed
to waive any of Renton’s rights to subsequently enforce Franchise related non‐compliance
issues that existed at or before Renton’s consent. Any telecommunications assignee or
transferee shall, at least thirty (30) days prior to the date of any assignment or transfer, file
written notice of the assignment or transfer with Renton, together with its written acceptance
of all of the Franchise terms and conditions. The Franchise terms and conditions shall be
binding upon the Parties' respective assigns and successors. Notwithstanding the foregoing,
Franchisee may pledge the Franchise for security purposes only with the City Council’s consent,
and consent shall be required for Franchisee to transfer the Franchise or Facilities to a creditor.
The rights of any transferee are subject at all times to the terms and conditions of this
Franchise, and no transferee will have any greater rights under this Franchise than the rights of
Franchisee.
6.2 Acceptance: If Renton consents, within thirty (30) days of that consent,
Franchisee shall file with Renton a written instrument evidencing such sale, assignment or
transfer of ownership, with the assignee(s) or transferee(s) acceptance of the Franchise and all
of its terms and conditions.
SECTION VII: Compliance with Laws ‐ Reservation of Powers and Authority
7.1. Compliance: In every aspect related to this Franchise, including but not limited to
all Work, Franchisee shall comply with all applicable Laws, whether specifically mentioned in
this Franchise or not.
AGENDA ITEM #2. a)
ORDINANCE NO. ________
12
7.2. Incorporation of RMC 5‐19, Telecommunications Licenses and Franchises: The
conditions, provisions, requirements and terms and of RMC Chapter 5‐19 are fully incorporated
by reference into this franchise agreement, unless this agreement requires something different.
7.3. Legitimate Municipal Interest: As to matters subject to the terms and conditions
of this Franchise, if Renton determines during the Franchise term that the assertion of a
legitimate municipal interest is prohibited by application of federal or state law, then as to such
matter and such municipal interest and consistent with its legal obligations, Franchisee shall
cooperate with Renton in a good faith effort to address such municipal interest. In this context,
neither Party shall invoke this Franchise as a basis to assert that its consideration of a given
issue is excused by operation of the doctrines of estoppel or waiver.
7.4. Reference to Specific Law or Order: Upon a reasonably justified written inquiry
by Renton, Franchisee shall provide a specific reference to the federal, state, or local law or the
WUTC order or action establishing a basis for Franchisee’s actions related to a specific Franchise
issue.
SECTION VIII: Non‐exclusive Franchise
8.1 Non‐exclusive: As provided in subsection 3.4, this Franchise is non‐exclusive, and
as a result, Renton expressly reserves the right to grant other or further franchises or to use the
Franchise Area itself; provided that such uses do not unreasonably interfere with Franchisee’s
use and placement of its Facilities in any Rights‐of‐Way and/or any Franchise Area.
8.2 Renton’s Use of Franchise Area: This Franchise shall not prevent, prohibit, limit
or affect Renton’s use of the Franchise Area, consistent with this Franchise; or Renton’s
AGENDA ITEM #2. a)
ORDINANCE NO. ________
13
jurisdiction over the Franchise Area. The Parties agree that Renton reserves and retains all of
its statutory, inherent and other powers and franchise authority, as they exist or shall exist.
SECTION IX: Permits, Construction and Restoration
9.1 Free Passage of Traffic: Franchisee shall at all times maintain its Facilities within
the Franchise Area so as not to unreasonably interfere with the free passage of traffic,
pedestrians or the use and enjoyment of adjoining property. Franchisee shall at all times post
and maintain proper barricades and comply with all applicable Laws, safety regulations and
standards during such period of construction.
9.2 Permit Application Required: Except in the event of an emergency, Franchisee
shall first obtain all required documentation and approvals, including permits from Renton to
perform Work on Franchisee’s Facilities within the Franchise Area. The permit application shall
contain detailed plans, maps and specifications showing the position, depth and location of all
such Facilities in relation to existing Franchise Area, collectively referred to as the “Plans.” The
Plans shall specify the class and type of material and equipment to be used, manner of
excavation, construction, installation, backfill, erection of temporary structures and facilities,
erection of permanent structures and facilities, traffic control, traffic turnouts and road
obstructions, and all other necessary information. Franchisee shall submit to Renton as‐built
plans and, when available, digital facility location data in a format compatible with Renton’s
geographic Information system. Such Work shall only commence upon the issuance of required
permits, and payment of the associated fees, which permits shall not be unreasonably withheld
or delayed after submission of a complete application. Franchisee shall further inform Renton
AGENDA ITEM #2. a)
ORDINANCE NO. ________
14
of any time or date that Franchisee is performing Work within the Franchise Area to allow
Renton to inspect such work.
9.3 Boring Required: Work involving undergrounding of Franchisee’s facilities within
city streets shall be accomplished through boring rather than open trenching whenever
reasonably feasible. Franchisee will CCTV all Renton owned sewer and storm drain lines on the
boring route following completion of the boring work and prior to activating the facility being
constructed to verify that these Renton owned lines were not damaged by the boring
work. Upon request from Franchisee, Renton may allow for other methods to meet the
requirement as may be approved by Renton as part of permitting.
9.4 Facility Placement: The Parties intend that the specific location of Facilities
within the Franchise Area (and similar facility‐related matters of a specific nature requiring
detailed case‐by‐case analysis) is to be determined in accordance with applicable Laws
(including, without limitation, rights of appeal).
9.5 Lateral Support: Whenever Work on Facilities have caused or contributes to a
condition that in the City of Renton’s sole determination would substantially impair or
substantially impairs the lateral support of the Franchise Area, Renton may direct Franchisee, at
Franchisee’s sole expense, to take such actions as are reasonably necessary within the
Franchise Area to repair and/or not impair the lateral support. If Franchisee fails or refuses to
take prompt action, or if an emergency situation requires immediate action, Renton may enter
the Franchise Area and take any action necessary to protect the public, any Public Way, Public
Property, and Rights‐of‐Way, and Franchisee shall be liable to Renton for all costs, fees, and
AGENDA ITEM #2. a)
ORDINANCE NO. ________
15
expenses resulting from that necessary action. This provision shall survive the expiration,
revocation or termination of this Franchise for a period of five (5) years.
9.6 Limits on Construction: No park, public square, golf course, street Rights‐of‐Way
or public place of like nature shall be bored, trenched, excavated or damaged by Franchisee if
there is a substantially equivalent alternative. The determination of there being a substantially
equivalent alternative shall be at the sole determination of Renton.
9.7 Bond Requirement: Before undertaking any of the Work authorized by this
Franchise, as a condition precedent to the Renton’s issuance of any permits, Franchisee shall,
upon the Renton’s request, furnish a bond executed by Franchisee and a corporate surety
authorized to operate a surety business in the State of Washington, in such sum as may be set
and approved by Renton as sufficient to ensure performance of Franchisee’s obligations under
this Franchise. Franchisee shall post a Performance Bond in the amount of twenty‐five
thousand dollars ($25,000) that shall remain in effect for the term of this Franchise. The bond
shall be conditioned so that Franchisee shall observe all the covenants, terms and conditions
and shall faithfully perform all of the obligations of this Franchise, and to repair or replace any
defective work or materials discovered in the Franchise Area. The bond shall ensure the faithful
performance of Franchisee’s obligations under the Franchise, including, but not limited to,
Franchisee’s payment of any penalties, claims, liens, or fees due Renton that arise by reason of
the operation, construction, or maintenance of the Facilities within the Franchise Area.
Franchisee shall pay all premiums or other costs associated with maintaining the bond.
Additionally, if Renton determines that the Performance Bond is inadequate to ensure
Franchisee’s performance of a project, Franchisee shall post any additional bonds required to
AGENDA ITEM #2. a)
ORDINANCE NO. ________
16
guarantee performance by Franchisee in accordance with the conditions of any permits and/or
the requirements of this Franchise. In lieu of a separate bond for routine individual projects
involving work in the Franchise Area, Franchisee may satisfy Renton’s bond requirements by
posting a single on‐going performance bond in an amount approved by Renton.
9.8 Workmanship: All Work done by Franchisee or at Franchisee’s direction or on its
behalf, including all Work performed by contractors or subcontractors, shall be considered
Franchisee’s Work and shall be undertaken and completed in a workmanlike manner and in
accordance with the descriptions, plans and specifications Franchisee provided to Renton.
Franchisee’s activities (including work done at Franchisee’s direction or on its behalf) shall not
damage or interfere with other franchises, licenses, utilities, drains or other structures, or the
Franchise Area, and shall not unreasonably interfere with public travel, park uses, other
municipal uses, adjoining property, and shall not endanger the safety of or injure persons and
property. Franchisee’s Work shall comply with all applicable Laws.
9.9 Material and Installation Methods: As a condition of receiving the privilege to
Work within the Franchise Area, Franchisee shall assume full responsibility for using materials
and installation methods that are in full compliance with city standards and shall verify this by
the submittal of documentation of materials and testing reports when requested by Renton. All
costs for performing on‐site testing, such as compaction tests, shall be borne by Franchisee.
9.10 Damage During Work: In case of any damage caused by Franchisee, or by
Franchisee’s Facilities to Franchise Area, Franchisee agrees to repair the damage to conditions
that meet or exceed requirement established by the Department of Transportation, at its own
cost and expense. Franchisee shall, upon discovery of any such damage, immediately notify
AGENDA ITEM #2. a)
ORDINANCE NO. ________
17
Renton. Renton will inspect the damage, and set a time limit for completion of the repair. If
Renton discovers damage caused by Franchisee to the Franchise Area, Renton will give
Franchisee notice of the damage and set a reasonable time limit in which Franchisee must
repair the damage. In the event Franchisee does not make the repair as required in this section,
Renton may repair the damage, to its satisfaction, at Franchisee’s sole expense.
9.11 Member of Locator Service: Franchisee shall continuously be a member of the
State of Washington one number locator service under RCW 19.122 (Underground Utilities) or
an approved equivalent, and shall comply with all applicable Laws.
9.12 Restoration Requirements: Franchisee shall after Work on any of Franchisee’s
Facilities within the Franchise Area, restore the surface of the Franchise Area and any other
property within the Franchise Area which may have been disturbed or damaged by such Work.
All restoration of Rights‐of‐Way, sidewalks and other improvements or amenities shall conform
to the City of Renton Standard Specifications for Road, Bridge and Municipal Construction and
the City of Renton’s Trench Restoration Standards in effect at that time, and must be warranted
for at least two (2) years. Restoration shall include all landscaping, irrigation systems and trees.
Renton shall have final approval of the condition of the Franchise Area after restoration
pursuant to applicable Laws, as they exist or may be amended or superseded, provided that
such provisions are not in conflict or inconsistent with the express terms and conditions of this
Franchise.
9.13 Survey Monuments: All survey monuments which are disturbed or displaced by
Franchisee in its performance of any work under this Franchise shall be referenced and restored
AGENDA ITEM #2. a)
ORDINANCE NO. ________
18
by Franchisee, in accordance with WAC 332‐120 (Survey Monuments – Removal or
Destruction), and other applicable Laws.
9.14 Failure to Restore: If it is determined that Franchisee has failed to restore the
Franchise Area in accord with this section, Renton shall provide Franchisee with written notice
including a description of actions Renton believes necessary to restore the Franchise Area. If
Franchisee fails to restore the Franchise Area in accord with Renton’s notice within thirty (30)
days of that notice, Renton, or its authorized agent, may restore the Franchise Area at
Franchisee’s sole and complete expense. The privilege granted under this section shall be in
addition to others provided by this Franchise.
9.15 Separate Permit Approval Needed For New Telecommunications Lines: The
limited privileges granted under this Franchise shall not convey any privilege to Franchisee to
install any new telecommunications lines or Facilities without Renton’s express prior written
consent, including for example, permits as provided for in this Section IX.
SECTION X: Coordination and Shared Excavations
10.1 Coordination: The Parties shall make reasonable efforts to coordinate any Work
that either Party may undertake within the Franchise Area to promote the orderly and
expeditious performance and completion of such Work, and to minimize any delay or hindrance
to any construction work undertaken by themselves or utilities within the Franchise Area. At a
minimum, such efforts shall include reasonable and diligent efforts to keep the other Party and
other utilities within the Franchise Areas informed of its intent to undertake Work. Franchisee
and Renton shall further each exercise its best efforts to minimize any delay or hindrance to any
construction work either may undertake within the Franchise Area. Any associated costs
AGENDA ITEM #2. a)
ORDINANCE NO. ________
19
caused by any construction delays to Renton or to any contractor working for Renton due to
Franchisee’s failure to submit and adhere to Franchisee’s plans and schedule in relocating or
installing Franchisee facilities shall be the sole responsibility of Franchisee. Franchisee shall, at
Renton’s request, also attend construction meetings pertaining to performance of Work within
the Franchise Area and shall designate a contact person to attend such meetings.
10.2 Joint Use Trenches: If Franchisee or Renton shall cause excavations to be made
within the Franchise Area, the Party causing such excavation to be made shall afford the other,
upon receipt of a written request to do so, an opportunity to use such excavation, provided
that: (a) such joint use shall not unreasonably delay the work of the Party causing the
excavation to be made; and (b) such joint use shall be arranged and accomplished on terms and
conditions satisfactory to both Parties.
10.3 Joint Use Policies: Concerning the Franchise Area, during the Franchise Term,
Renton may adopt policies which encourage joint use of utility facilities within the Franchise
Area. Franchisee shall cooperate with Renton and explore opportunities for joint use of the
Franchise Area utility facilities that are consistent with applicable Laws and prudent utility
practices.
SECTION XI: Hazardous Materials
11.1 Written Approval Required: In maintaining its Facilities (including, without
limitation, vegetation management activities), Franchisee shall not apply any Hazardous
Substance, pesticide, herbicide, or other hazardous material within the Franchise Area without
prior written approval of Renton. Renton will not unreasonably withhold approval, but such
application must be in conformance to the aquifer protection regulations of Renton. If
AGENDA ITEM #2. a)
ORDINANCE NO. ________
20
Franchisee shall first obtain Renton’s approval to apply a specific product in accordance with a
defined procedure on an ongoing basis throughout the Franchise Area, it shall not thereafter be
necessary for Franchisee to obtain Renton’s approval on each occasion such product is applied
in accordance with such procedure. Franchisee shall notify Renton of any accident by
Franchisee involving Franchisee’s use of Hazardous Substances within the Franchise Area.
11.2 Release of Hazardous Substance: Upon notice or discovery of a significant
release of any Hazardous Substance caused by Franchisee or expressly authorized by Franchisee
to occur upon the Franchise Area and Facilities covered by this Franchise, Franchisee shall
notify Renton within twenty‐four (24) hours of discovery. If the encountered or suspected
Hazardous Substances are not the result of the acts or omissions of Franchisee, Renton shall, at
its own expense, determine if the material is hazardous, in accordance with applicable Laws. If
the material is found to be hazardous, Renton shall, at its own expense, if possible remove,
dispose, or otherwise handle such Hazardous Substances, as necessary, in accordance with
applicable Laws. If Hazardous Substances are removed, Renton also shall provide substitute
nonhazardous substance(s) to replace the removed substance for Franchisee to use in its
operation, if necessary. Upon approval by Renton to proceed, Franchisee shall proceed with
the operations at its own cost, with no recourse against Renton for the cost of schedule delays
incurred due to the delay in operation. If the encountered or suspected Hazardous Substances
within the Franchise Area are the result of Franchisee’s acts or omissions, Renton’s
characterization of the substances involved and any removal, disposal, or other handling costs
incurred in connection with the removal, disposal, or handling of the hazardous substances will
be at Franchisee’s sole expense. Franchisee shall be solely responsible for any expense or cost
AGENDA ITEM #2. a)
ORDINANCE NO. ________
21
related to environmental mitigation requirements imposed, by operation of applicable Laws or
otherwise.
SECTION XII: Emergency Work ‐ Permit Waiver
12.1 Prompt Response Required: In the event of any emergency involving damaged
Franchisee Facilities located in or under the Franchise Area, or if Franchisee’s Facilities within
the Franchise Area immediately endanger the property, life, health or safety of any individual,
Franchisee shall, upon receipt of notification from Renton of the existence of such condition,
immediately take those actions as are necessary to correct the dangerous condition.
12.2 Permit Deferred: If an emergency occurs that requires Franchisee’s immediate
action for the protection of Facilities, Renton’s property or any individual’s property, life, health
or safety, Franchisee may act immediately to correct the dangerous condition without first
obtaining any required permit so long as: (1) Franchisee notifies the Renton Fire & Emergency
Services Department through the dispatch system of the emergency; and (2) Franchisee informs
Renton’s permitting authority of the nature, location, and extent of the emergency, and the
work to be performed, prior to commencing the work if such notification is practical, or where
such prior notification is not practical, Franchisee shall notify Renton’s permitting authority on
the next business day; and (3) such permit is obtained by Franchisee as soon as practicable
following cessation of the emergency.
12.3 Public Service Obligations: Nothing in this section is intended, nor shall it be
construed, as a hindrance to Franchisee’s ability to take such actions as it deems necessary to
discharge its public service obligations in accordance with the laws of the State of Washington.
Nothing in this section is intended, nor shall it be construed, as preventing Renton from
AGENDA ITEM #2. a)
ORDINANCE NO. ________
22
recovering from Franchisee, if otherwise so entitled in accordance with applicable Laws, any
extraordinary costs in responding to an emergency situation involving Franchisee’s Facilities.
SECTION XIII: Records of Installation
13.1 Future Construction Plans: Upon Renton’s written request, Franchisee shall
provide to Renton copies of any plans prepared by Franchisee for potential improvements,
relocations and conversions to its Facilities within the Franchise Area; provided, however, any
such plans so submitted shall be for informational purposes only and shall not obligate
Franchisee to undertake any specific improvements within the Franchise Area, nor shall such
plan be construed as a proposal to undertake any specific improvements within the Franchise
Area.
13.2 As‐Built Drawings: Upon Renton’s written request, and at no cost to Renton,
Franchisee shall provide to Renton copies of drawings, maps, and records in use by Franchisee
showing the location of its Facilities at specific locations within the Franchise Area. As to any
such drawings so provided, Franchisee does not warrant the accuracy of the drawings as such
Facilities are shown in their approximate location.
13.3 Design Locates: Upon Renton’s written request, in connection with the design of
any Public Works Project, Franchisee shall verify the location of its underground Facilities within
the Franchise Area.
13.4 Disclosure to Third‐Parties: Any drawings and/or information concerning the
location of Franchisee's Facilities provided by Franchisee shall be used by Renton solely for
management of the Franchise Area. Renton shall take all prudent steps reasonably necessary to
prevent unnecessary disclosure or dissemination of such drawings, maps, records and/or
AGENDA ITEM #2. a)
ORDINANCE NO. ________
23
information to any third‐party without the prior notice to Franchisee, unless the third‐party is
an authorized governmental entity of any tier or a public records requestor. Renton will
provide Franchisee with notice of any public records request for Franchisee paperwork as soon
as reasonably practicable.
13.5 Utility Locates: Notwithstanding the foregoing, nothing in this section is intended
(nor shall be construed) to relieve either Party of their respective obligations arising under
applicable Laws with respect to determining the location of utility facilities.
SECTION XIV: Undergrounding of Facilities
Undergrounding Required for New Facilities: Consistent with RMC 4‐6‐090.C
(Applicability), all new Facilities installed within the Franchise Area during the term of this
Franchise shall be located underground, consistent with the RMC, unless it is unfeasible in
Renton’s reasonable estimation for it to be done; provided that installation of wires, cables,
conduits and similar equipment will be permitted and installed pursuant to the provisions of
any applicable Laws, and subject to and accordance with any applicable Tariffs on file with the
WUTC. In areas where all existing telecommunications and cable facilities are located
aboveground, Franchisee may install its Facilities above ground. Any new Facilities to be located
aboveground shall be placed on existing utility poles. No new utility poles shall be installed in
connection with placement of new aboveground Facilities.
SECTION XV: Relocation of Franchisee Facilities
15.1 Relocation Required: Renton shall have prior and superior right to the use of the
Franchise Area for the construction, installation, maintenance and repair of its utilities,
improvements and infrastructure, and capital improvement projects, and should any conflict
AGENDA ITEM #2. a)
ORDINANCE NO. ________
24
arise with Renton facilities, Franchisee shall, at its own cost and expense, conform to Renton’s
utilities, improvements and infrastructure and capital improvement projects. Whenever Renton
undertakes (or causes to be undertaken) any public works improvement within the Franchise
Area, and such public works improvement necessitates the relocation of Franchisee’s then
existing Facilities within the Franchise Area, Renton shall:
a. Provide Franchisee with reasonable prior notice of Renton’s intent to initiate a
public works improvement, and if applicable, written notice requesting such relocation;
and
b. Provide Franchisee with copies of pertinent portions of Renton’s plans and
specifications for such public works improvement.
15.2 Franchisee Relocation Plans: After receipt of such notice and such plans and
specifications, Franchisee shall submit the Franchisee plan drawings for the relocation of the
Franchisee Facilities to Renton within a reasonable and agreed upon time in advance of the
preparation of Renton’s final plans and specifications for incorporation into Renton’s
construction plans. Franchisee shall complete the relocation work in a reasonable and agreed
upon time period to prevent delay to Renton project. Franchisee shall relocate such Facilities
within the Franchise Area at no charge to Renton, except that if Renton pays for or reimburses
the relocation costs of another telecommunications utility, under materially identical
circumstances, it shall pay for or reimburse a proportionate share of Franchisee’s relocation
costs. The relocation completion date will be included in Renton’s written request for said
relocation to Franchisee. Franchisee shall be solely responsible for any associated cost caused
by any construction delays to Renton’s project due to Franchisee’s failure to comply with
AGENDA ITEM #2. a)
ORDINANCE NO. ________
25
Franchisee’s reasonable plans and schedule in relocating or installing Franchisee’s Facilities. In
the event relocation is required by reason of construction by a third party, non‐governmental
entity, Franchisee’s relocation costs shall be borne by the third party.
15.3 Emergency Relocation of Facilities: In the event an emergency posing a threat to
public safety or welfare requires the relocation of Franchisee’s Facilities within the Franchise
Area, Renton shall give Franchisee notice of the emergency as soon as reasonably practicable.
Upon receipt of notice, Franchisee shall respond as soon as reasonably practicable to relocate
the affected Facilities, at Franchisee’s sole expense.
15.4 Third‐Party Construction: Whenever any person or entity, other than Renton,
requires the relocation of Franchisee’s Facilities to accommodate the work of such person or
entity within the Franchise Area; or, Renton requires any Third‐Party to undertake work (other
than work undertaken at Renton’s cost and expense) within the Franchise Area and such work
requires the relocation of Franchisee’s Facilities within the Franchise Area, Franchisee may
condition such relocation to require such person or entity to make payment to Franchisee, at a
time and upon terms acceptable to Franchisee for any and all costs and expenses incurred by
Franchisee in the relocation of Franchisee’s Facilities.
15.5 Third‐Party Construction of City Identified Project: Any condition or requirement
imposed by Renton upon any Third‐Party (including, without limitation, any condition or
requirement imposed pursuant to any contract or in conjunction with approvals or permits
obtained pursuant to any zoning, land use, construction or other development regulation)
which requires the relocation of Franchisee’s Facilities within the Franchise Area, then
Franchisee shall relocate its Facilities; provided, however, in the event Renton reasonably
AGENDA ITEM #2. a)
ORDINANCE NO. ________
26
determines and notifies Franchisee that the primary purpose of imposing such condition or
requirement upon such Third‐Party is to cause or facilitate the construction of a Public Works
Project to be undertaken within a segment of the Franchise Area on Renton’s behalf and
consistent with Renton’s Capital Investment Plan; Transportation Improvement Program; or the
Transportation Facilities Program, then only those costs and expenses incurred by Franchisee in
reconnecting such relocated Facilities with Franchisee’s other Facilities shall be paid to
Franchisee by such Third‐Party, and Franchisee shall otherwise relocate its Facilities within such
segment of the Franchise Area in accordance with subsection 15.1.
15.6 Alternatives: As to any relocation of Franchisee’s Facilities whereby the cost and
expense is to be borne by Franchisee, Franchisee may, after receipt of written notice requesting
such relocation, submit in writing to Renton alternatives to relocation of its Facilities. Upon
Renton’s receipt from Franchisee of such written alternatives, Renton shall evaluate such
alternatives and shall advise Franchisee in writing if one or more of such alternatives are
suitable to accommodate the work which would otherwise necessitate relocation of
Franchisee’s Facilities. In evaluating such alternatives, Renton shall give each alternative
proposed by Franchisee fair consideration with due regard to all facts and circumstances which
bear upon the practicality of relocation and alternatives to relocation. If Renton determines
that such alternatives are not appropriate, Franchisee shall relocate its Facilities as provided in
subsection 15.1.
15.7 Non‐Franchise Area: Nothing shall require Franchisee to bear any cost or
expense in connection with the location or relocation of any Facilities existing under benefit of
easement or other rights not arising under this Franchise.
AGENDA ITEM #2. a)
ORDINANCE NO. ________
27
15.8 Indemnity for Delay: Franchisee shall indemnify, hold harmless, and pay the
costs of defending Renton against any and all Third‐Party actions, claims, damages, liabilities, or
suits for delays on Renton’s construction projects arising from or caused by Franchisee’s failure
to remove or relocate it Facilities in a timely manner, though Franchisee shall not be liable for
damages due to delays that were out of Franchisee’s reasonable or expected control.
SECTION XVI: Abandonment and Discontinuance of Franchisee’s Facilities
16.1 Notification: Franchisee shall notify Renton of any abandonment or cessation of
use of any of its Facilities within sixty (60) days after such abandonment or cessation of use.
Any plan for abandonment or removal of Franchisee’s Facilities within the Franchise Area must
be first approved by the Administrator, and all necessary permits must be obtained prior to
such Work.
16.2 Removal: In the event of Franchisee’s abandonment or permanent cessation of
use of any portion of its Facilities, or any portion of the Franchised Area, Franchisee shall,
within one hundred and twenty (120) days after the abandonment or permanent cessation of
use, remove the Facilities at Franchisee’s sole expense. However, with Renton’s express
written consent, Franchisee may, at Franchisee’s sole cost and expense, secure the Facilities in
such a manner as to cause it to be as safe as is reasonably possible, by removing all lines,
conduits and appurtenances, in compliance with all Laws, and abandon them in place, provided
that any aboveground Facilities shall be removed at Franchisee’s sole expense.
16.3 Restoration: In the event of the removal of all or any portion of the Facilities, to
the extent reasonably possible, Franchisee shall restore the Franchise Area to it pre‐installation
or better condition. Such restoration work shall be done at Franchisee’s sole cost and expense
AGENDA ITEM #2. a)
ORDINANCE NO. ________
28
and to Renton’s reasonable satisfaction. If Franchisee fails to remove or secure the Facilities
and/or fails to restore the premises or take such other mutually agreed upon action, Renton
may, after reasonable notice to Franchisee, remove the Facilities, restore the premises or take
such other action as is reasonably necessary at Franchisee’s sole expense and Renton shall not
be liable for any damages, losses or injuries. This remedy shall not be deemed to be exclusive
and shall not prevent Renton from seeking a judicial order directing Franchisee to remove its
Facilities.
16.4 Administrative or Abandonment Fees: Renton’s consent to Franchisee’s
abandonment of Facilities in place shall not relieve Franchisee of the obligation and/or costs to
remove, alter or re‐secure such Facilities in the future in the event it is reasonably determined,
as adjudged in Renton’s sole discretion, that removal, alteration or re‐securing the Facilities is
necessary or advisable for the health, safety, necessity and/or convenience of the public, in
which case Franchisee shall perform such work its sole expense.
16.5 Survival of Provisions: The Parties expressly agree that the provisions of this
section shall survive the termination, expiration, or revocation of this Franchise.
SECTION XVII: Termination, Violations, and Remedies
17.1 Termination: If the Franchise Term expires and if either Party states that it does
not wish to renew, extend and/or continue the Franchise, this Franchise shall be terminated as
of the expiration date.
17.2 Termination by Breach: If Franchisee materially breaches or otherwise fails to
perform, comply with any of the terms and conditions of this Franchise, or fails to maintain any
required license, permit or approval, and fails to cure such breach or failure within sixty (60)
AGENDA ITEM #2. a)
ORDINANCE NO. ________
29
days of Renton providing Franchisee with written notice specifying with reasonable particularity
the nature of any such alleged breach or failure, or, if not reasonably capable of being cured
within sixty (60) days, within such other reasonable period of time as the Parties may agree
upon, Renton may terminate this Franchise, without any penalty, liability, cost or damages.
17.3 City Council Termination: This Franchise shall not be terminated except upon a
majority vote of the City Council, after reasonable notice to Franchisee (which notice shall be
given at least thirty (30) days before the hearing) and an opportunity to be heard, provided that
if exigent circumstances necessitate immediate termination, the hearing may be held as soon
as possible after the termination.
17.4 Discontinue Operations: If the Franchise is terminated, Franchisee shall
immediately discontinue operation of Facilities through the Franchise Area. In such
circumstances, either Party may invoke the dispute resolution provisions in Section XVIII.
Alternatively, either Party may elect to seek relief directly in Superior Court, in which case the
dispute resolution requirements shall not be applicable. Once Franchisee’s privilege has
terminated, Franchisee shall comply with Franchise provision regarding removal and/or
abandonment of Facilities.
17.5 Renton Retains Right for Action: A party’s failure to exercise a particular remedy
at any time shall not waive that party’s right to terminate, assess penalties, or assert any
equitable or legal remedy for any future breach or default by the other party.
17.6 Franchisee Liability and Obligation: Termination shall not release Franchisee
from any liability or obligation with respect to any matter occurring prior to such termination,
AGENDA ITEM #2. a)
ORDINANCE NO. ________
30
and shall not release Franchisee from any obligation to remove and secure its Facilities and to
restore the Franchise Area.
17.7 Injunctive Relief: The Parties acknowledge that the covenants set forth in this
Franchise are essential to this Franchise, and, but for the mutual agreements of the Parties to
comply with such covenants, the Parties would not have entered into this Franchise. The
Parties further acknowledge that they may not have an adequate remedy at law if the other
Party violates such covenant. Therefore, in addition to any other rights they may have, the
Parties shall have the right to obtain in any court of competent jurisdiction injunctive relief to
restrain any breach or threatened breach, or to specifically enforce any of the Franchise
covenants should the other Party fail to perform them.
17.8 Renton’s Remedies: In addition to the terms of this Franchise, or rights that
Renton possesses at law or equity, Renton reserves the right to apply any remedy, including but
not limited to those detailed in Sections XVIII – XX below, alone or in combination, in the event
Franchisee violates any material provision of this Franchise. The remedies provided for in this
Franchise are cumulative and not exclusive; the exercise of one remedy shall not prevent the
exercise of another or any rights of Renton at law, in equity, or by statutes, unless specifically
waived in this Agreement or in a document signed by both parties.
SECTION XVIII: Dispute Resolution
18.1 Notice of Default: If there is any alleged default as to performance under this
Franchise, Renton shall notify Franchisee in writing, stating with reasonable specificity the
nature of the alleged default. Within ten (10) days of its receipt of such notice, Franchisee shall
provide a written response to Renton acknowledging receipt of notice and stating Franchisee’s
AGENDA ITEM #2. a)
ORDINANCE NO. ________
31
response. Franchisee has thirty (30) days (“cure period”) from the date of the notice’s receipt
to:
a. Respond to Renton, contesting Renton’s assertion(s) as to the dispute or any
alleged default and requesting a meeting in accordance with subsection 18.2, or:
b. Cure the alleged default, or;
c. Notify Renton if Franchisee cannot cure the alleged default within thirty (30)
days, due to the nature of the default. Notwithstanding such notice, Franchisee shall
promptly take all reasonable steps to begin to cure the alleged default and notify
Renton in writing and in detail as to the actions that Franchisee will take and the
projected completion date. In such case, Renton may set a meeting in accordance with
subsection 18.2.
18.2 Meeting: If any alleged default is not cured or if a subsection 18.1 meeting is
requested, Renton shall promptly schedule a meeting between the Parties to discuss the
alleged default. Renton shall notify Franchisee of the meeting in writing and the meeting shall
take place not less than ten (10) days after Franchisee’s receipt of notice of the meeting. Each
Party shall appoint a representative who shall attend the meeting, represent their party’s
interests, and who shall exercise good faith to reach an agreement on any alleged default
and/or any corrective action to be taken. Any dispute (including any dispute concerning the
existence of or any corrective action to be taken to cure any alleged default) that is not
resolved within ten (10) days following the conclusion of the meeting shall be referred by the
Parties’ representatives in writing to the Parties’ senior management for resolution. If senior
management is unable to resolve the dispute within twenty (20) days of referral (or such other
AGENDA ITEM #2. a)
ORDINANCE NO. ________
32
period as the Parties may agree upon), each Party may pursue resolution of the dispute through
Section XIX, Arbitration, of this Franchise. All negotiations pursuant to these procedures for the
resolution of disputes shall be confidential and shall be treated as compromise and settlement
negotiations for purposes of the state and federal rules of evidence.
18.3 Additional Resolution Options: If, at the conclusion of the steps provided for in
subsections 18.1 and 18.2 above, Renton and Franchisee are unable to settle the dispute or
agree upon the existence of a default or the corrective action to be taken to cure any alleged
default, Renton or Franchisee (as Franchisee may have authority to do so) may:
a. Take any enforcement or corrective action provided for by Law, including the city
code; provided such action does not conflict with this Franchise’s provisions, and/or;
b. Demand arbitration, pursuant to Section XIX below, for disputes arising out of or
related to Sections III, Grant of Franchise (or such other sections with respect to the
existence of conflicts or inconsistencies with the express terms and conditions of this
Franchise and any applicable Laws); XIII, Records of Installation; XIV, Undergrounding of
Facilities (except as preempted by WUTC authority); and XV, Relocation of Franchisee
Facilities (excluding project delay claims exceeding $30,000) of this Franchise (the
“Arbitration Claims”), and/or;
c. By ordinance, declare an immediate forfeiture of this Franchise for a breach or
default of any material, non‐Arbitration Claims, obligations under this Franchise and/or;
d. Take any action to which it is entitled under this Franchise or any applicable
Laws.
AGENDA ITEM #2. a)
ORDINANCE NO. ________
33
18.4 Continuation of Obligations: Unless otherwise agreed by Renton and Franchisee
in writing, Renton and Franchisee shall, continue to perform their respective obligations under
this Franchise during the pendency of any dispute.
SECTION XIX: Arbitration
19.1 Rules and Procedures: The Parties agree that any dispute, controversy, or claim
arising out of or relating to Arbitration Claims, shall be referred for resolution to the American
Arbitration Association in accordance with the rules and procedures in force at the time of the
submission of a request for arbitration.
19.2 Discovery: The arbitrators shall allow appropriate discovery to facilitate a fair,
speedy and cost‐effective resolution of the dispute(s). The arbitrators shall reference the
Washington State Rules of Civil Procedure then in effect in setting the scope and timing of
discovery. The Washington State Rules of Evidence shall apply. The arbitrators may enter a
default decision against any Party who fails to participate in the arbitration proceedings.
19.3 Compensatory Damages: The arbitrators may award compensatory damages,
including consequential damages. Such damages may include, but shall not be limited to: all
costs and expenses of materials, equipment, supplies, utilities, consumables, goods and other
items; all costs and expenses of any staff; all costs and expenses of any labor (including, but not
limited to, labor of any contractors and/or subcontractors); all pre‐arbitration costs and
expenses of consultants, attorneys, accountants, professional and other services; and all taxes,
insurance, interest expenses, overhead and general administrative costs and expenses, and
other costs and expenses of any kind incurred in connection with the dispute. The arbitrator
AGENDA ITEM #2. a)
ORDINANCE NO. ________
34
may award equitable relief in those circumstances where monetary damages would be
inadequate.
19.4 Award: Any award by the arbitrators shall be accompanied by a written opinion
setting forth the findings of fact and conclusions of law relied upon in reaching the decision.
The award rendered by the arbitrators shall be final, binding and non‐appealable, and judgment
upon such award may be entered by any court of competent jurisdiction.
19.5 Each Party’s Costs: Except as provided in subsection 19.7 below, each Party shall
pay the fees of its own attorneys, expenses of witnesses, and all other expenses and costs in
connection with the presentation of such Party’s case including, without limitation, the cost of
any records, transcripts or other things used by the Parties for the arbitration, copies of any
documents used in evidence, certified copies of any court, property or city documents or
records that are placed into evidence by a Party.
19.6 Arbitration Costs: Except as provided in subsection 19.7 below, the remaining
costs of the arbitration, including without limitation, fees of the arbitrators, costs of records or
transcripts prepared for the arbitrator's use in the arbitration, costs of producing the
arbitrator’s decision and administrative fees shall be borne equally by the Parties.
19.7 Costs for Multiple Arbitrations: Notwithstanding the foregoing subsections 19.5
and 19.6, in the event either Party is found during the term of this Franchise to be the
prevailing party in any two (2) arbitration proceedings brought by such party pursuant to this
Section XIX, then such party shall be entitled to recover all reasonably incurred Costs, including
attorneys’ fees, for any subsequent arbitration brought by them in which they are found to be
the prevailing party.
AGENDA ITEM #2. a)
ORDINANCE NO. ________
35
19.8 Transcript Costs: In the event a Party makes a copy of an arbitration proceeding
transcript for its use in writing a post‐hearing brief, or an arbitration decision copy to append to
a lawsuit to reduce the award to judgment, etc., then that Party shall bear the cost, except to
the extent such cost might be allowed by a court as court costs.
SECTION XX: Alternative Remedies
No provision of this Franchise shall be deemed to bar the right of Renton or Franchisee
to seek or obtain judicial relief from a violation of any Franchise provision or any rule,
regulation, requirement or directive promulgated for non‐Arbitration Claims. Neither the
existence of other Franchise remedies nor the use of such remedies shall bar or limit the right
of Renton or Franchisee to recover monetary damages for violations by the other Party, or to
seek and obtain judicial enforcement of the other Party’s obligations by means of specific
performance, injunctive relief or mandate, or any other remedy at law or in equity.
SECTION XXI: Amendments to Franchise
This Franchise may only be amended by written instrument, signed by the Parties,
specifically stating that it is an amendment to this Franchise and is approved and executed in
accordance with State of Washington laws. Without limitation, and unless required by any
Laws, this Franchise shall govern and supersede and shall not be altered, limited, supplemented
or otherwise amended by any permit, approval, license, agreement or other document required
by or obtained from Renton in conjunction with Franchisee’s exercise or failure to exercise any
and all benefits, privileges, obligations or duties in and under this Franchise, unless such permit,
approval, license, agreement or other document specifically:
a. References this Franchise; and
AGENDA ITEM #2. a)
ORDINANCE NO. ________
36
b. States that it supersedes this Franchise to the extent it contains terms and
conditions which alter, limit, supplement or otherwise amend the terms and conditions
of this Franchise. In the event of any conflict or inconsistency between the provisions of
this Franchise and the provisions of any such permit, approval, license, agreement or
other document, except as expressly required by Laws and/or superseded by such
permit, approval, license, agreement or other document, the Franchise provisions shall
control.
SECTION XXII: Indemnification
22.1 Renton: In Sections XXII and XXIII, “Renton” means the City of Renton, and its
elected officials, agents, employees, officers, representatives, consultants (of any level), and
volunteers.
22.2 Indemnification by Franchisee: Franchisee shall indemnify, defend, and hold
harmless Renton, from and against any and every Third‐Party action, claim, cost, damage,
death, expense, harm, injury, liability, or loss of any kind, in law or in equity, to persons or
property, including reasonable attorneys’ and experts’ fees and/or costs incurred by Renton in
its defense, arising out of or related to, directly, to Franchisee’s Work or abandonment of
Facilities, or from the existence of Franchisee’s Facilities, and the products contained in,
transferred through, any signals or emissions from the Facilities, released or escaped from the
Facilities, including the reasonable costs of assessing such damages and any liability for costs of
investigation, abatement, correction, cleanup, fines, penalties, or other damages arising under
any Laws, including, but not limited to, Environmental Laws, and any action, claim, cost,
damage, death, expense, harm, injury, liability, or loss, to persons or property which is caused
AGENDA ITEM #2. a)
ORDINANCE NO. ________
37
by, in whole or in part, and only to the extent of, the willfully tortious or negligent acts or
omissions of Franchisee or its agents, contractors (of any tier), employees, representatives or
trainees related to Franchisee’s granted Franchise privileges. If any action or proceeding is
brought against Renton by reason of Franchisee’s Facilities, Franchisee shall defend Renton at
Franchisee’s sole expense, provided that, for uninsured actions or proceedings, defense
attorneys shall be approved by Renton, which approval shall not be unreasonably withheld. The
terms of this section shall not require Franchisee to indemnify Renton against and hold
harmless Renton from claims, demands or suits based upon Renton’s negligent or willful
conduct, and provided further that if the claims or suits are caused by or result from the
concurrent negligence of (a) the Franchisee’s agents, officers, or employees and (b) Renton, this
provision with respect to claims or suits based upon such concurrent negligence shall be valid
and enforceable only to the extent of Franchisee’s negligence or the negligence of Franchisee’s
agents or employees except as limited in this Franchise.
22.3 Environmental Indemnification: Franchisee shall indemnify, defend, and save
Renton harmless from and against any and every Third‐Party action, claim, cost, damage, death,
expense, harm, injury, liability, or loss, either at law or in equity, to persons or property,
including, but not limited to, costs and reasonable attorneys’ and experts’ fees incurred by
Renton, arising directly from: (a) Franchisee’s breach of any environmental Laws or Laws
applicable to the Facilities, or (b) from any release of a hazardous substance on or from the
Facilities, or (c) any other activity which gives rise to environmental claims related to this
Franchise by Franchisee. This indemnity includes, but is not limited to, (a) liability for a
governmental agency’s costs of removal or remedial action for Hazardous Substances; (b)
AGENDA ITEM #2. a)
ORDINANCE NO. ________
38
damages to natural resources caused by Hazardous Substances, including the reasonable costs
of assessing such damages; (c) liability for any other person’s costs of responding to Hazardous
Substances; (d) liability for any investigation, abatement, correction, cleanup, costs, fines,
penalties, or other damages arising under any Laws; and (e) liability for personal injury,
property damage, or economic loss arising under any statutory or common‐law theory or Laws.
22.4 Title 51 Waiver: Franchisee’s indemnification obligations pursuant to this Section
shall include assuming potential liability for actions brought by Franchisee’s own employees
and the employees of Franchisee's agents, representatives, contractors (of any tier) even
though Franchisee might be immune under RCW Title 51 from direct suit brought by such
employees. It is expressly agreed and understood that this assumption of potential liability for
actions brought by the aforementioned persons is limited solely to claims against Renton
arising by virtue of Franchisee’s exercise of the privileges set forth in this agreement. The
obligations of Franchisee under this Section have been mutually negotiated by the Parties, and
Franchisee acknowledges that Renton would not enter into this agreement without
Franchisee’s waiver of immunity. To the extent required to provide this indemnification and this
indemnification only, Franchisee waives its immunity under Title 51 RCW as provided in RCW
4.24.115 (Validity of agreement to indemnify against liability for negligence relative to
construction, alteration, improvement, etc.,…).
22.5 Real Estate Indemnity: Should a court of competent jurisdiction determine that
this Franchise is subject to RCW 4.24.115, (Validity of agreement to indemnify against liability
for negligence relative to construction, alteration, improvement, etc.,…), as it exists or may be
amended, then, in the event of liability for damages arising out of bodily injury to persons or
AGENDA ITEM #2. a)
ORDINANCE NO. ________
39
damages to property caused by or resulting from the concurrent negligence of Franchisee, its
officers, officials, employees, and volunteers and/or the contractor, or Renton, its elected
officials, officers, officials, employees, and volunteers, and or the contractor, the party’s liability
shall be only to the extent of the party’s negligence.
22.6 Notice: In the event any matter for which Renton intends to assert its rights
under this section is presented to or filed with Renton, Renton shall promptly attempt to notify
Franchisee in accordance with Section XV of this Franchise, and Franchisee shall have the
privilege, at its election and at its sole costs and expense, to settle and compromise such matter
as it pertains to Franchisee’s responsibility to indemnify, defend and hold harmless Renton. In
the event any suit or action is started against Renton based upon any such matter, Renton shall
likewise promptly attempt to notify Franchisee, and Franchisee shall have the privilege, at its
election and at its sole cost and expense, to settle and compromise such suit or action, or
defend the same at its sole cost and expense, by attorneys of its own election, as it pertains to
Franchisee’s responsibility to indemnify, defend and hold harmless Renton. Franchisee’s
indemnification obligations do not apply to the extent that Renton fails to provide attempt to
notice in accordance with Section XV of this Franchise, and such failure materially prejudices
Franchisee or the defense of an action, claim, cost, damage, death, expense, harm, injury,
liability, or loss of any kind.
22.7 Recovery of City Costs: In the event that Renton is required to defend a “suit or
action” as referenced in subsection 22.2 and Renton is determined to be without fault for the
claim or demand giving rise to such "suit or action,” Franchisee shall reimburse Renton for a
percentage of Renton’s total defense costs. The percentage of Renton’s total defense costs to
AGENDA ITEM #2. a)
ORDINANCE NO. ________
40
be reimbursed shall be a percentage equal to the percentage (if any) of fault attributable to
Franchisee for the claim or demand giving rise to such “suit or action.”
22.8 Survival: The provisions of this section shall survive the expiration or termination
of this Franchise if the basis for any such claim, demand, suit or action as referenced in
subsection 25.2 occurred during the Franchise term.
22.9 Negotiated: THE PARTIES HAVE SPECIFICALLY NEGOTIATED SECTION XXII,
INDEMNIFICATION.
SECTION XXIII: Insurance
23.1 Insurance Required: Franchisee shall procure and maintain for the duration of
the Franchise, insurance, or provide evidence of self‐insurance, against all claims for injuries to
persons or damages to property which may arise from or in connection with the exercise of the
privileges granted by Franchise to Franchisee. Franchisee shall provide to Renton an insurance
certificate, and/or a certificate of self‐insurance, together with an endorsement on the general
and automotive liability policies, naming Renton as an additional insured upon Franchisee’s
acceptance of this Franchise, and such insurance certificate shall evidence the following
minimum coverages:
a. Commercial general liability insurance, including but not limited to, blanket
contractual, property damage, operations, explosions and collapse hazard, underground
hazard (XCD) and products completed hazard, with limits not less than one million
dollars ($1,000,000) for each occurrence and with limits not less than two million dollars
($2,000,000) in the aggregate for bodily injury or death to each person, property
AGENDA ITEM #2. a)
ORDINANCE NO. ________
41
damage, or any other type of loss. Required limits may be achieved through a
combination of primary and umbrella/excess liability policies.
b. Automobile liability for owned, non‐owned and hired vehicles with a minimum
combined single limit of one million dollars ($1,000,000). Required limits may be
achieved through a combination of primary and umbrella/excess liability policies.
c. Workers’ Compensation within statutory limits consistent with the Industrial
Insurance laws of the State of Washington; and
d. Pollution legal liability shall be in effect throughout the entire Franchise term,
with a limit not less than one million dollars ($1,000,000) for each occurrence, and not
less than two million dollars ($2,000,000) in the aggregate, and not less than fifty
thousand dollars ($50,000) for environmental crisis management, to the extent such
coverage is reasonably available in the marketplace for any pollution condition or
occurrence after the effective date of this Franchise.
23.2 Claims Made Basis: If coverage is purchased on a “claims made” basis, then
Franchisee warrants continuation of coverage, either through policy renewals or the purchase
of an extended discovery period, if such extended coverage is available, for not less than three
(3) years from the date of termination of this Franchise and/or conversion from a “claims
made” form to an “occurrence” coverage form.
23.3 Deductibles: All deductibles shall be the sole responsibility of Franchisee. The
insurance certificate required by this section shall contain a clause stating that commercial
general liability coverage shall apply separately to each insured against whom claim is made or
suit is brought, except with respect to the aggregate limits of the insurer’s liability.
AGENDA ITEM #2. a)
ORDINANCE NO. ________
42
23.4 Named Insured: Renton, its officers, officials, employees, agents and volunteers
shall be named as an additional insured on the insurance policy, as respects to work performed
by or on behalf of Franchisee and the endorsement naming Renton as additional insured shall
be indicated on the certificate of insurance or certification of self‐insurance.
23.5 Primary Insurance: Franchisee’s insurance shall be primary insurance with
respect to Renton. Any insurance maintained by Renton shall be in excess of Franchisee’s
insurance and shall not contribute with it. Franchisee shall give Renton thirty (30) days prior
written notice of suspension, cancellation, or material change in coverage, ten (10) days for
cancellation due to nonpayment of premium.
23.6 Cancellation: In addition to the coverage requirements set forth in this section,
the certificate of insurance shall provide that: “The above described policies will not be
canceled before the expiration date, without the issuing company giving thirty (30) days prior
written notice to the certificate holder.” In the event of cancellation or a decision not to renew,
Franchisee shall obtain and furnish to Renton evidence of replacement insurance policies
meeting the requirements of this section before the cancellation date.
23.7 Certificates and Endorsements: Franchisee shall furnish Renton with certificates
of insurance evidencing the coverage or self‐insurance required by this section upon
acceptance of this Franchise. The certificates and endorsements shall be signed by a person
authorized by the insurer to bind coverage on its behalf and must be received and approved by
Renton prior to the commencement of any Work.
AGENDA ITEM #2. a)
ORDINANCE NO. ________
43
23.8 Separate Coverage: Franchisee’s insurance shall contain a clause stating
commercial general liability coverage shall apply separately to each insured against whom claim
is made or suit is brought, except with respects to the limits of the insurer’s liability.
23.9 Self‐Insurance: In addition to the foregoing insurance/self‐insurance
requirements, Franchisee may also insure or self‐insure against additional risks in such amounts
as are consistent with prudent utility practices. Franchisee shall, upon request, provide Renton
with sufficient evidence that such self‐insurance is being so maintained.
23.10 Survival: The indemnity and insurance provisions under Sections XXII and XXIII
shall survive the termination of this Franchise and shall continue for as long as Franchisee’s
Facilities remain in or on the Franchise Area or until the Parties execute a new Franchise that
modifies or terminates these indemnity or insurance provisions.
SECTION XXIV: Discrimination Prohibited
In connection with this Franchise, including and not limited to all Work, hiring and
employment, neither Franchisee nor its employees, agents, subcontractors, volunteers or
representatives shall discriminate on the basis of race, color, sex, religion, nationality, creed,
marital status, sexual orientation or preference, age (except minimum age and retirement
provisions), honorably discharged veteran or military status, or the presence of any sensory,
mental or physical handicap, unless based upon a bona fide occupational qualification in
relationship to hiring and employment, in employment or application for employment or in the
administration of the delivery of services or any other benefits under this agreement.
Franchisee shall comply fully with all applicable Laws that prohibit such discrimination. A copy
of this language must be made a part of any contractor or subcontractor agreement.
AGENDA ITEM #2. a)
ORDINANCE NO. ________
44
SECTION XXV: Notice
25.1 Whenever notice to or notification by any Party is required, that notice shall be
in writing and directed to the recipient at the address set forth below, unless written notice of
change of address is provided to the other Party. Any notice or information required or
permitted to be given to the Parties under this Franchise may be sent to following Addresses
unless otherwise specified:
City Address:
City of Renton
Administrator, Public Works Department
1055 South Grady Way
Renton, WA 98055
Phone: (425) 430‐7311
Company Address:
Level 3 Communications, LLC
1025 Eldorado Blvd
Broomfield, CO 80021
Attn: NIS Department
With a copy to Attn: Legal Department
25.2 If the date for making any payment or performing any act is a legal holiday,
payment may be made or the act performed on the next succeeding business day which is not a
legal holiday.
25.3 The Parties may change the address and representative by providing written
notice of such change by accepted e‐mail or certified‐mail. All notices shall be deemed
complete upon actual receipt or refusal to accept delivery. Facsimile or a .pdf e‐mailed
transmission of any signed original document and retransmission of any signed facsimile
transmission shall be the same as delivery of an original document.
SECTION XXVI: Miscellaneous
AGENDA ITEM #2. a)
ORDINANCE NO. ________
45
26.1 As Is: Franchisee agrees and accepts the Franchise Area in an “as is” condition.
Franchisee agrees that Renton has never made any representations, implied or express
warranties, or guarantees as to the suitability, security or safety of the location of Franchisee’s
Facilities or the Franchise Area, or possible hazards or dangers arising from other uses or users
of the Franchise Area, Rights‐of Way, Public Property, and Public Ways including any use by
Renton, the general public, or by other utilities. As to Renton and Franchisee, Franchisee shall
remain solely and separately liable for the Work, function, testing, maintenance, replacement
and/or repair of the Facilities or other activities permitted by this Franchise.
26.2 Assignees and Successors: This Franchise and all of the terms and provisions shall
be binding upon and inure to the benefit of the Parties’ respective successors and assignees.
26.3 Attorneys’ Fees: If a suit or other action is instituted in connection with any
controversy arising out of this Franchise, the prevailing party shall be entitled to recover all of
its Costs, including such sum as the court may judge as reasonable for attorneys' fees, costs,
expenses and attorneys' fees upon appeal of any judgment or ruling.
26.4 Conflicts: If there is a conflict between this and any previous Franchise between
the Parties, the terms of this Franchise shall supersede the terms of the previous Franchise.
26.5 Contractors (of any tier): Franchisee’s contractors may act on Franchisee’s behalf
to the extent that Franchisee permits its contractors to do so. Franchisee is responsible for
ensuring that Franchisee’s contractors have every obligation, duty and responsibility that
Franchisee has in discharging its duties related to this Franchise agreement.
26.6 Eminent Domain: This Franchise shall not preclude a governmental body from
acquiring the Franchise Area by lawful condemnation, or Renton from acquiring any portion of
AGENDA ITEM #2. a)
ORDINANCE NO. ________
46
the Facilities by lawful condemnation. In determining the Facilities’ value, no value shall be
attributed to the right to occupy the Franchise Area.
26.7 Force Majeure: In the event that Franchisee is prevented or delayed in the
performance of any of its obligations under this Franchise by reason(s) beyond the reasonable
control of Franchisee, then Franchisee’s performance shall be excused during the Force
Majeure occurrence. Upon removal or termination of the Force Majeure occurrence
Franchisee shall promptly perform the affected obligations in an orderly and expedited manner
under this Franchise or procure a substitute for such obligation or performance that is
satisfactory to Renton. Franchisee shall not be excused by mere economic hardship or by
misfeasance or malfeasance of its directors, officers or employees. Events beyond Franchisee’s
reasonable control include, but are not limited to, Acts of God, war, acts of domestic terrorism
or violence, civil commotion, labor disputes, strikes, earthquakes, fire, flood or other casualty,
shortages of labor or materials, government regulations or restrictions and extreme weather
conditions. Franchisee shall use all commercially reasonable efforts to eliminate or minimize
any delay caused by a Force Majeure event.
26.8 Forfeiture and Other Remedies: If Franchisee willfully violates or fails to comply
with any of the Franchise provisions, or through willful or unreasonable negligence fails to heed
or comply with any notice that Renton may give to Franchisee under the Franchise provisions,
at the election of the Renton City Council, this Franchise may be revoked or annulled after a
hearing held upon reasonable notice to Franchisee (which notice shall be given at least thirty
(30) days before the hearing), and upon such revocation, all privileges conferred under this
Franchise shall be forfeited.
AGENDA ITEM #2. a)
ORDINANCE NO. ________
47
26.9 Franchisee’s Acceptance: Renton may void this Franchise ordinance if Franchisee
fails to file its unconditional acceptance of this Franchise within thirty (30) days from the final
passage of same by the Renton City Council. Franchisee shall file this acceptance with the City
Clerk of the City of Renton.
26.10 Governing Law: This Franchise shall be made in and shall be governed by and
interpreted in accordance with the laws of the State of Washington.
26.11 Jurisdiction and Venue: Any lawsuit or legal action brought by any party to
enforce or interpret this Franchise or any of its terms or shall be in the United States District
Court for the Western District of Washington, in Seattle, Washington, or in the King County
Superior Court for the State of Washington at the Maleng Regional Justice Center, Kent,
Washington.
26.12 No Duty by Renton: This Franchise neither creates any duty by Renton nor any of
its elected officials, agents, employees or representatives, and no liability arises from any action
or inaction by Renton or any of its elected officials, agents, employees or representatives in the
exercise of their powers or authority. Renton is not required to inspect or guarantee
Franchisee’s Work. This Franchise is not intended to acknowledge, create, imply or expand any
duty or liability of Renton with respect to any function in the exercise of its police power or for
any other purpose. Any duty that may be deemed to be created in Renton by this Franchise
shall be deemed a duty to the general public and not to any specific party, group or entity.
26.13 Notice of Tariff Changes: Franchisee shall, when making application for any
changes in Tariffs affecting the provisions of the Franchise, notify Renton in writing of the
application and provide Renton with a copy of the submitted application within five (5) calendar
AGENDA ITEM #2. a)
ORDINANCE NO. ________
48
days of filing with the WUTC. Franchisee shall further provide Renton with a copy of any actual
approved Tariff(s) affecting the provision of this Franchise.
26.14 Other Obligations: This Franchise shall not alter, change or limit Franchisees
obligations under any other agreement or its obligations as it relates to any other property or
endeavor.
26.15 Renton’s Police Powers: Nothing in this Franchise shall diminish, or eliminate, or
be deemed to diminish or eliminate that governmental or police powers of Renton, including
the right to create new Laws or modify existing Laws.
26.16 Public Document/Public Disclosure: This Franchise will be considered a public
document and will be available for reasonable inspection and copying by the public during
regular business hours. This document may be disclosed pursuant to RCW 42.56 (Public Records
Act).
26.17 Section Headings: The Section headings in this Franchise are for convenience
only, and do not purport to and shall not be deemed to define, limit, or extend the scope or
intent of the section to which they pertain.
26.18 Severability: In the event that a court or agency of competent jurisdiction
declares a material provision of this Franchise to be invalid, illegal or unenforceable, the Parties
shall negotiate in good faith and agree, to the maximum extent practicable in light of such
determination, to such amendments or modifications as are appropriate so as to give effect to
the intentions of the Parties. If severance from this Franchise of the particular provision(s)
determined to be invalid, illegal or unenforceable will fundamentally impair the value of this
Franchise, either Party may apply to a court of competent jurisdiction to reform or reconstitute
AGENDA ITEM #2. a)
ORDINANCE NO. ________
49
the Franchise so as to recapture the original intent of said particular provision(s). All other
provisions of the Franchise shall remain in effect at all times during which negotiations or a
judicial action remains pending.
26.19 Survival: With respect only to matters arising during the period of time this
Franchise shall be in full force and effect, the Parties intend that any term or condition
applicable to such matters shall survive the expiration or termination of this Franchise to the
extent such survival can be reasonably inferred under the circumstances presented and to the
extent such an inference is necessary to prevent substantial injustice to an injured party.
26.20 Third‐Parties: The Parties do not create any obligation or liability, or promise any
performance to, any Third‐Party, nor have the Parties created any Third‐Party right to enforce
this Franchise beyond what is provided for by Laws. “Third‐Parties” are any party other than
Renton and Franchisee. This Franchise shall not release or discharge any obligation or liability of
any Third‐Party to either Party.
26.21 Time of the Essence: Whenever this Franchise sets forth a time for any act to be
performed, such time shall be deemed to be of the essence, and any failure to perform within
the allotted time may be considered a material violation of this Franchise.
SECTION XXVII: Effective Date
This ordinance shall be in full force and effect from and after its passage, approval, and
five (5) calendar days after its legal publication as provided by law, and provided it has been
duly accepted by Franchisee.
AGENDA ITEM #2. a)
ORDINANCE NO. ________
50
PASSED BY THE CITY COUNCIL this _______ day of ___________________, 2016.
Jason A. Seth, City Clerk
APPROVED BY THE MAYOR this _______ day of _____________________, 2016.
Denis Law, Mayor
Approved as to form:
Lawrence J. Warren, City Attorney
Date of Publication:
ORD:1913:2/24/16:scr
AGENDA ITEM #2. a)
ORDINANCE NO. ________
51
UNCONDITIONAL ACCEPTANCE
The undersigned, Franchisee, accepts all the privileges of the above‐granted franchise, subject
to all the terms, conditions, and obligations of this Franchise.
DATED: _________________, 2016.
LEVEL 3 COMMUNICATIONS, LLC
____________________________________
Name of Authorized Agent for Franchisee
____________________________________
Title of Authorized Agent for Franchisee
AGENDA ITEM #2. a)
ORDINANCE NO. ________
52
Attachment 1
AGENDA ITEM #2. a)
AB - 1621
City Council Regular Meeting - 14 Mar 2016
SUBJECT/TITLE: Olympic Pipeline Franchise Agreement
RECOMMENDED ACTION: Refer to Utilities Committee
DEPARTMENT: Utility Systems Division
STAFF CONTACT: Lys Hornsby, Utility Systems Director
EXT.: 7239
FISCAL IMPACT:
Expenditure Required: $ N/A Transfer Amendment: $ N/A
Amount Budgeted: $ N/A Revenue Generated: $ 15,000
Total Project Budget: $ N/A City Share Total Project: $ N/A
SUMMARY OF ACTION:
The franchise agreement permits Olympic Pipeline (OPL) to construct, operate and maintain existing pipeline
facilities together with equipment and appurtenances for the transportation of petroleum products within and
through public rights-of-way within the City of Renton.
The City opted to notify OPL that the current franchise agreement will need to be replaced when it expired in
January 2016. The franchise renewal will include review and updates to the current franchise to match
elements of model pipeline ordinances developed at the state level, review and update specific testing and
construction requirements that have been completed in the current franchise, update insurance and
indemnification language and add new sections, including dispute resolution and discrimination prohibited.
Revenue generated will be $15,000 per year, and if the new Olympic Pipeline Ordinance/Franchise Agreement will
expire in 10 years with an option for a 10-year extension. The franchise becomes effective five days after publication.
EXHIBITS:
A. Issue Paper
B. Draft Ordinance (Franchise Agreement)
STAFF RECOMMENDATION:
Authorize the Mayor and City Clerk to enter into the proposed franchise agreement with Olympic Pipeline.
The agreement becomes effective five days after publication.
AGENDA ITEM #3. a)
PUBLIC WORKS DEPARTMENT
M E M O R A N D U M
DATE:March 1, 2016
TO:Randy Corman, Council President
Members of the Renton City Council
VIA:Denis Law, Mayor
FROM:Gregg Zimmerman, Public Works Administrator
STAFF CONTACT:Lys Hornsby, Utility Systems Director, ext. 7239
SUBJECT:Olympic Pipeline Franchise Agreement
ISSUE:
Should Council authorize the Mayor and City Clerk to enter into the proposed franchise
agreement with Olympic Pipeline?
RECOMMENDATION:
Authorize the Mayor and City Clerk to enter into the proposed franchise agreement with
Olympic Pipeline. The agreement becomes effective five days after publication.
BACKGROUND SUMMARY:
The proposed franchise agreement permits Olympic Pipeline (OPL) to construct, operate
and maintain existing pipeline facilities together with equipment and appurtenances for
the transportation of petroleum products within and through public rights-of-way
within the City of Renton.
The City opted to notify OPL that the current franchise agreement will need to be
replaced when it expired in January 2016. The franchise renewal will include review and
updates to the current franchise to match elements of model pipeline ordinances
developed at the state level, review and update specific testing and construction
requirements that have been completed in the current franchise, update insurance and
indemnification language and add new sections, including dispute resolution and
discrimination prohibited.
AGENDA ITEM #3. a)
Randy Corman, Council President
Members of the Renton City Council
Page 2 of 3
March 1, 2016
\LLHtp
The franchise is formatted to group similar items together. Sections 1-6 cover the basic
franchise approval. Sections 7-12 cover general work activities. Sections 13-19 cover
basic legal concerns. Section 20-22 provide for final franchise adoption.
OUTLINE FOR NEW OLYMPIC PIPELINE FRANCHISE AGREEMENT:
1.Definitions: Provides definitions of key terms used in the agreement.
2.Purpose: Explains purpose of the cooperative agreement.
3.Privileges Conveyed: Grants basic franchise rights to OPL.
4.Term: Defines length of agreement as 10 years, with an option to extend for an
additional 10 years.
5.Assignment and Transfer of Franchise: Requires Council approval for transfer.
6.Compliance with Laws and Standards: Explains legal obligations for Olympic
Pipeline.
7.Construction on or within Franchise Area: Outlines permitting, bonds, restoration
and other construction requirements.
8.Abandonment or Removal of Facilities: Abandoned facilities to be removed with
appropriate permits and city approval.
9.Operations and Maintenance – Inspection and Testing: Provides requirements for
pipeline protection from other construction activities.
10.Damage Prevention Program: OPL will provide the City the public notice and
follow-up requirements for any excavation activities around OPL’s pipelines.
11.Leaks, Spills, Ruptures and Emergency Response: OPL shall have a written
emergency response plan and procedure for locating leaks, spills and ruptures and
for shutting down valves as rapidly as possible, as required by need and/or laws.
12.Required Relocation of Facilities: Olympic Pipeline is required to relocate its
facilities at its cost when there are identified conflicts with new city streets or
utilities.
13.Termination, Violations and Remedies: Standard franchise language.
14.Dispute Resolution: This is a new section, which provides a defined process for
addressing default issues between OPL and the city.
15.Indemnification: This section has been updated by the Risk Management Division
and City Attorney Department.
16.Insurance: This section has been updated by the Risk Management Division.
17.Annual Franchise Fee: As consideration for this franchise and for the use of the
franchise area, Olympic Pipeline agrees to pay an annual fee of $15,000. The annual
fee shall increase each year throughout the term of this franchise and any renewal
terms by 3%.
18.Olympic Accepts Franchise Area “As Is:” OPL agrees and accepts the franchise area
in an “as is” condition.
19.Discrimination Prohibited: This is a new section which will be included in all future
franchise agreements.
20.Notice: Outlines noticing procedures and contact information.
AGENDA ITEM #3. a)
Randy Corman, Council President
Members of the Renton City Council
Page 3 of 3
March 1, 2016
\LLHtp
21.Miscellaneous: Minor clarifications, including stating that franchise requirements
apply to Olympic Pipeline contractors and utility easements to be required for future
street vacations.
22.Effective Date: Franchise becomes effective five days after publication.
CONCLUSION:
The new Olympic Pipeline Franchise Agreement has been updated to address new laws
and city policies that have been added or changed during the last term of the franchise.
Since the franchise recently expired, it is important that the new franchise be executed
as soon as possible.
cc:Mark Peterson, Fire Chief/Fire & Emergency Services Administrator
Chip Vincent, Community & Economic Development Administrator
Chad Michael, Deputy Fire Chief
Erik Wallgren, Deputy Fire Chief
Lys Hornsby, Utility Systems Director
Jennifer Henning, Planning Director
AGENDA ITEM #3. a)
1
CITY OF RENTON, WASHINGTON
ORDINANCE NO. ________
AN ORDINANCE OF THE CITY OF RENTON, WASHINGTON, GRANTING OLYMPIC
PIPELINE COMPANY, AN INTERSTATE CORPORATION, INCORPORATED IN THE
STATE OF DELAWARE, ITS SUCCESSORS AND ASSIGNS, A NON-EXCLUSIVE
PRIVILEGE AND FRANCHISE, SUBJECT TO THE TERMS AND LIMITATIONS
PROVIDED IN THIS ORDINANCE, TO CONSTRUCT, REPAIR, REPLACE, OPERATE,
AND MAINTAIN, ITS EXISTING 20-INCH, 16-INCH AND 12.75-INCH DIAMETER
PIPELINES TOGETHER WITH EQUIPMENT AND REQUIRED APPURTENANCES
BENEATH THE RIGHTS-OF-WAY WITHIN AND THROUGH THE CITY OF RENTON,
WASHINGTON.
THE CITY COUNCIL OF THE CITY OF RENTON, WASHINGTON, ORDAINS AS FOLLOWS:
SECTION I. Definitions
For the purposes of this Franchise and any attachments, the following defined terms,
phrases, words and their derivations shall have the meaning provided below. When not
inconsistent with the context in which the word is used, words used in the present tense
include the future, words in the plural include the singular, words in lower case shall have their
defined meaning even if the words are not capitalized, and words in the singular include the
plural. Undefined words shall be given their common and ordinary meaning.
1.1 Administrator: Means the Administrator of Renton’s Community and Economic
Development Department or designee, or any successor office responsible for management of
Renton’s public properties.
1.2 Construct or Construction: Means to remove, replace, repair, and/or restore any
existing Facility, and may include, but is not limited to, digging and/or excavating to remove,
replace, repair, and restore existing pipeline(s) and/or Facilities.
AGENDA ITEM #3. a)
ORDINANCE NO. ________
2
1.3 Environmental Law: Means and shall include the Resource Conservation and
Recovery Act, 42 U.S.C. § 6901 et seq.; Comprehensive Environmental Response,
Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.; Hazardous Materials Transportation
Act, 49 U.S.C. § 1801 et seq.; Federal Water Pollution Control Act, 33 U.S.C. § 1257 et seq.;
Clean Air Act, 42 U.S.C. § 7401 et seq.; Toxic Substances Control Act, 15 U.S.C. § 2601 et seq.;
Federal Insecticide, Fungicide, and Rodenticide Act, 7 U.S.C. § 136 et seq.; Occupational Safety
and Health Act, 29 U.S.C. § 651 et seq.; Washington Hazardous Waste Management Act, RCW
Chapter 70.105; and Washington Model Toxics Control Act, RCW Chapter 70.1050, as they exist
or may be amended; or any law protecting of human health or the environment.
1.4 Facility or Facilities: Means any Olympic pipeline, pipeline system, line, valve,
main, and appurtenance, part, structure or piece, used to transport, control, secure, route, or
distribute Olympic’s Petroleum Product(s), existing as of the effective date of this Franchise, or
as those components may be added, constructed, modified or improved pursuant to this
Franchise.
1.5 Franchise: Means this Ordinance and any related amendments, attachments,
exhibits, or appendices.
1.6 Franchise Area: Means the Rights-of-Way, Public Ways and certain designated
Public Properties within Renton’s jurisdictional boundaries, or under its control, including any
areas annexed by Renton (but excluding properties upon which Olympic holds a private
easement, license, or other property interest for its Facilities) during the term of this Franchise,
in which case the annexed area shall become subject to the terms of this Franchise.
AGENDA ITEM #3. a)
ORDINANCE NO. ________
3
1.7 Hazardous Substance: Means any hazardous, toxic, or dangerous substance,
material, waste, pollutant, or contaminant, including all substances designated under the
Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Comprehensive
Environmental Response, Compensation and Usability Act, 42 U.S.C. § 9601 et seq.; the
Hazardous Materials Transportation Act, 49 U.S.C. § 1801 et seq.; the Federal Water Pollution
Control Act, 33 U.S.C. § 1257 et seq.; the Clean Air Act, 42 U.S.C. § 7401 et seq.; the Toxic
Substances Control Act, 15 U.S.C. § 2601 et seq.; the Federal Insecticide, Fungicide, Rodenticide
Act, 7 U.S.C. § 136 et seq.; the Washington Hazardous Waste Management Act, RCW Chapter
70.105, and the Washington Model Toxics Control Act, RCW Chapter 70.1050, as they exist or
may be amended; or any other Laws. The term “Hazardous Substance” shall specifically include
petroleum and petroleum products and their by-products, residue, and remainder in whatever
form or state. The term “Hazardous Substance” shall also be interpreted to include any
substance which, after release into the environment, will or may reasonably be anticipated to
cause death, disease, injury, illness, abnormalities, behavioral abnormalities, stunted or
abnormal growth or development, or genetic abnormalities.
1.8 Improve or Improvements: Means modifications to, but not a change in, the
nature of the existing pipeline(s) and/or Facilities, and improvement projects.
1.9 Laws: Means any federal, state, or municipal code, statute, ordinance, decree,
executive order, guideline, regulation, regulatory program, rule, specification, standard,
Environmental Laws, or governmental authority, as they exist, are amended, or may be created,
that relate to petroleum, petroleum Operations (as defined in Subsection 1.12), Hazardous
Materials (as defined in Subsection 1.7), Maintenance and/or Improvement of Facilities (as
AGENDA ITEM #3. a)
ORDINANCE NO. ________
4
defined in Subsections 1.10 and 1.4, respectively, including but not limited to, 49 C.F.R. Part 195
(Transportation of Hazardous Liquids by Pipeline), Federal Pipeline Safety Act (49 U.S.C. 60101,
et seq.), Pipeline Safety Code of Federal Regulations (Title 49 CFR Part 186-199), RCW 19.122,
Underground Utilities, RCW 81.88, Gas and Hazardous Liquid Pipelines, WAC 480-75, Hazardous
Liquid Pipelines – Safety, as they exist or may be amended.
1.10 Maintenance or Maintain: Means any examining, fixing, testing, inspecting,
installing, repairing, replacing, and/or restoration of the existing Facilities.
1.11 Olympic: Means the Olympic Pipe Line Company, an interstate pipeline
corporation incorporated in the State of Delaware, and its successors and assigns, and agents,
employees, contractors, subcontractors and volunteers.
1.12 Operate or Operations: Means Olympic’s use of Facilities to transport, distribute
and handle of Petroleum or Petroleum Products within and through the Franchise Area.
1.13 Parties: Means the City of Renton and Olympic Pipe Line Company.
1.14 Petroleum or Petroleum Products: Means and includes, but is not limited to,
motor gasoline, diesel fuel, and aviation jet fuel. It does not include natural gas.
1.15 Pipeline Corridor: Means the pipeline pathway through Renton’s jurisdictional
boundaries in which Olympic Facilities are located, including any Rights-of-Way, designated
Public Property, Public Ways and/or easement over, under and through private property.
1.16 Public Properties: Means present and/or future property owned or leased by
Renton within Renton’s present and/or future control and/or jurisdictional boundaries.
1.17 Public Ways: Means any highway, street, alley, sidewalk, utility easement (unless
their use is otherwise restricted for other users), or other public Rights-of-Way for motor
AGENDA ITEM #3. a)
ORDINANCE NO. ________
5
vehicles or any other uses under Renton’s control and/or in its jurisdictional boundaries,
consistent with RCW 47.24.020 (Jurisdiction, control) and 47.52.090 (Cooperative agreements
— Urban public transportation systems — Title to highway — Traffic regulations —
Underground utilities and overcrossings — Passenger transportation — Storm sewers — City
street crossings).
1.18 Renton: Means the City of Renton, a municipal corporation of the State of
Washington, and its successors and assigns.
1.19 Rights-of-Way: Means the surface and the space above and below streets,
roadways, highways, avenues, courts, thoroughfares, lanes, alleys, sidewalks, easements, and
similar Public Property, Public Ways, and areas located within the Franchise Area.
1.20 Work: Means to operate, construct, improve, and/or maintain by, for, or at
Olympic’s request.
SECTION II. Purpose
2.1 Conditions: The purpose of this Franchise is to delineate the conditions relating
to Olympic’s use of the Franchise Area and to create a foundation for the Parties to work
cooperatively in the public’s best interests after this Ordinance becomes effective. This
Franchise is granted subject to Renton’s land use authority, public highway authority, police
powers, and franchise authority, and is conditioned upon the terms and conditions provided in
this Franchise, and Olympic’s compliance with all Laws.
2.2 Risk and Liability: By accepting this Franchise, Olympic assumes all risks or
liabilities related to the Franchise, with no risk or liability conferred upon Renton except to the
extent of any risk or liability resulting from the negligence or willful misconduct of Renton, its
AGENDA ITEM #3. a)
ORDINANCE NO. ________
6
employees or agents. This Franchise is granted upon the express condition that Renton retains
the absolute authority to grant other or further franchises in, under, on, across, over, through,
along or below any Franchise Area. This and other franchises shall, in no way, prevent or
prohibit Renton from using any of its Franchise Area, or affect its jurisdiction over them or any
part of them, and Renton retains absolute authority to make all changes, relocations, repairs,
maintenance, establishments, improvements, dedications or vacations of same as Renton may
see fit, including the dedication, establishment, maintenance and improvement of all new or
existing Rights-of-Way, Public Property or Public Ways.
SECTION III. Privileges Conveyed
3.1 Franchise Granted: Pursuant to the laws of the State of Washington including,
but not limited to, RCW 47.24.020 (Jurisdiction, control), RCW 47.52.090 (Cooperative
agreements — Urban public transportation systems — Title to highway — Traffic regulations —
Underground utilities and overcrossings — Passenger transportation — Storm sewers — City
street crossings), RCW 35A.47.040 (Franchises and permits — Streets and public ways), RCW
35A.21.160 (General application of laws to code cities), and RCW 35.22.280 (Specific powers
enumerated), as they exist or may be amended, Renton grants, under the terms and conditions
contained in this Franchise, to Olympic, a Delaware corporation which is authorized to transact
business within the State of Washington, and its successors and assigns (subject to and as
provided for in Section V), the privilege to construct, operate, maintain and improve its
Facilities, together with all necessary equipment and appurtenances, for the transportation and
handling of any Petroleum or Petroleum Products, within the existing Pipeline Corridor passing
AGENDA ITEM #3. a)
ORDINANCE NO. ________
7
through the Franchise Area, such lands being more particularly described in Attachment 1
which is attached and fully incorporated by reference into the Franchise.
3.2 Limited Franchise: This Franchise conveys a limited privilege as to the Franchise
Area in which Renton has an actual interest. It is not a warranty of title or interest in the
Franchise Area. This privilege shall not limit Renton’s police powers, any statutory or inherent
authority, jurisdiction over its property, Franchise Area, Rights-of-Way, or its zoning or land use
authority.
3.3 Franchise is Non-Exclusive: Renton grants this non-exclusive Franchise to
Olympic to operate, maintain and improve its existing Facilities as a liquid petroleum product
delivery system for Olympic’s business.
3.4 Separate Approval Needed For New Pipeline: The limited privileges granted
under this Franchise shall not convey any right to Olympic to install any new pipeline or
Facilities without Renton’s express prior written consent.
3.5 Acknowledgement: Olympic acknowledges and warrants by its acceptance of the
granted privileges, that it has carefully read and fully comprehends the terms and conditions of
this Franchise. Olympic accepts all reasonable risks of the meaning of the provisions, terms and
conditions of the Franchise. Olympic further acknowledges and states that it has fully studied
and considered the requirements and provisions of this Franchise, and believes that the same
are consistent with all Laws.
3.6 Enforceable Contract: Olympic specifically agrees to comply with the provisions
of any applicable Laws, as they exist or may be amended. The express terms and conditions of
AGENDA ITEM #3. a)
ORDINANCE NO. ________
8
the Franchise constitute a valid and enforceable contract between the Parties, subject to any
Laws.
3.7 Prior Franchise Repealed: Upon the effective date of this Ordinance and
acceptance of such Ordinance and Franchise by Olympic, all prior franchises between Renton
and Olympic, or its predecessors in interest, which it has acquired for the distribution and sale
of electrical energy shall be deemed repealed.
SECTION IV. Term
4.1 Length of Term: Each of the provisions of this Franchise shall become effective
upon Olympic’s acceptance of the terms and conditions of this Franchise and shall remain in
effect for ten (10) years, unless it is terminated pursuant to Section XIII, Termination, Violations,
and Remedies. At any time not more than three (3) years nor less than one hundred and eighty
(180) calendar days before the expiration of the Franchise term, Olympic may make a written
request and Renton may consider, at its sole discretion, renewing this Franchise for an
additional ten (10) year renewal period, unless either party expresses its intention in writing to
terminate this Franchise at the conclusion of the ten (10) year term.
4.2 Extension upon Expiration: If the Parties fail to formally renew or terminate the
Franchise prior to the expiration of its term or any extension, the Franchise shall be extended
on a year-to-year basis (or such term as the Parties may mutually agree) until a renewed,
terminated or extended Franchise is executed.
SECTION V. Assignment and Transfer of Franchise
AGENDA ITEM #3. a)
ORDINANCE NO. ________
9
5.1 City Council Approval Required: Olympic may not sell, assign, transfer, lease or
dispose of this Franchise, either in whole or in part, and Olympic may not pass title or permit it
to vest, either legally or equitably, in any person or entity without the passage of an ordinance
or resolution. Such consent shall not be deemed to waive any of Renton’s rights to
subsequently enforce Franchise related non-compliance issues that existed at or before
Renton’s consent.
5.2 Acceptance: If Renton consents, within thirty (30) calendar days of that consent,
Olympic shall file with Renton a written instrument evidencing such sale, assignment or transfer
of ownership, with the assignee(s) or transferee(s) acceptance of the Franchise and all of its
terms and conditions.
SECTION VI. Compliance with Laws and Standards
6.1 Compliance: In every aspect related to this Franchise, including but not limited to
all Work, Olympic shall comply with all applicable Laws and/or standards, as they exist or may
be amended, whether specifically mentioned in this Franchise or not.
6.2 Legitimate Municipal Interest: As to matters subject to the terms and conditions
of this Franchise, if Renton determines during the Franchise Term that the assertion of a
legitimate municipal interest is prohibited by application of federal or state law, then as to such
matter and such municipal interest and consistent with its legal obligations, Olympic shall
cooperate with Renton in a good faith effort to address such municipal interest. In this context,
neither party shall invoke this Franchise as a basis to assert that its consideration of a given
issue is excused by operation of the doctrines of estoppel or waiver.
SECTION VII. Construction on or within Franchise Area
AGENDA ITEM #3. a)
ORDINANCE NO. ________
10
7.1 Permits Required: Except in the event of an emergency, Olympic shall first obtain
all required permits from Renton to perform Work on Olympic’s Facilities within the Franchise
Area. The permit application shall contain detailed plans and specifications showing the
position, depth and location of all such Facilities in relation to existing Franchise Area,
collectively referred to as the “Plans.” The Plans shall specify the class and type of material and
equipment to be used, manner of excavation, construction, installation, backfill, erection of
temporary structures and facilities, erection of permanent structures and facilities, traffic
control, traffic turnouts and road obstructions, and all other necessary information. Olympic
shall submit to Renton as-built plans and, when available, digital facility location data in a
format compatible with the City’s geographic information system. Such Work shall only
commence upon the issuance of required permits, and payment of the associated fees, which
permits shall not be unreasonably withheld or delayed after submission of a complete
application. Except in the event of an emergency, Olympic shall provide Renton with at least
seventy-two (72) hours written notice prior to any Work on Olympic’s Facilities.
7.2 Waiver of Permit for Emergency: In the event of an emergency requiring
immediate action by Olympic for the protection of any Facilities, Renton’s property or the
property, life, health or safety of any individual, Olympic may act immediately to correct the
dangerous condition without first obtaining any required permit so long as: (1) Olympic notifies
the Renton Emergency Response staff through the dispatch system of the emergency; and (2)
Olympic informs Renton’s permitting authority of the nature, location, and extent of the
emergency, and the work to be performed, prior to commencing the work if such notification is
practical, or where such prior notification is not practical, Olympic shall notify Renton’s
AGENDA ITEM #3. a)
ORDINANCE NO. ________
11
permitting authority on the next business day; and (3) such permit is obtained by Olympic as
soon as practicable following cessation of the emergency.
7.3 Bond Requirement: Before undertaking any of the Work authorized by this
Franchise, as a condition precedent to Renton’s issuance of any permits, Olympic shall, upon
Renton’s request, furnish a bond executed by Olympic and a corporate surety authorized to
operate a surety business in the State of Washington, in a reasonable amount as set by the
Administrator as sufficient to ensure performance of Olympic’s obligations under this Franchise
with respect to the performance of such Work. In lieu of a separate bond for routine individual
projects involving Work in the Franchise Area, Olympic may satisfy Renton’s bond requirements
by posting a single on-going performance bond in an amount approved by the Administrator.
7.4 Workmanship: All Work done by Olympic or at Olympic’s direction or on its
behalf, including all Work performed by contractors or subcontractors, shall be considered
Olympic’s Work and shall be undertaken and completed in a workmanlike manner and in
accordance with the descriptions, plans and specifications Olympic provided to Renton.
Olympic’s activities (including work done at Olympic’s direction, or on its behalf) shall not
damage or interfere with other franchises, licenses, utilities, drains or other structures, or the
Franchise Area, and shall not unreasonably interfere with public travel, park uses, other
municipal uses, adjoining property, and shall not endanger the safety of or injure persons and
property. Olympic’s Work shall comply with all applicable Laws.
7.5 Damage during Work: In case of any damage caused by Olympic, or by Olympic’s
Facilities to Franchise Area, Olympic agrees to repair the damage at its own cost and expense.
Olympic shall, upon discovery of any such damage, immediately notify Renton. Renton will
AGENDA ITEM #3. a)
ORDINANCE NO. ________
12
inspect the damage, and set a reasonable time limit for completion of the repair. If Renton
discovers damage caused by Olympic to the Franchise Area, Renton will give Olympic notice of
the damage and set a reasonable time limit in which Olympic must repair the damage. In the
event Olympic does not make the repair as required in this Section, Renton may repair the
damage, to its satisfaction, at Olympic’s sole expense.
7.6 Avoiding Interference by Olympic’s Facilities: Olympic shall, in recognition that
there may be additional costs that accrue to Renton in the course of Renton’s public works
projects related to avoidance of damage to and/or interference with Olympic’s facilities with
the construction by Renton of street facilities, water, sewer, and other underground utilities,
agree to pay Renton the full amount of additional costs resulting from the existing
Olympicfacilities.
7.7 Line Markers: Olympic shall place and maintain line markers pursuant to federal
regulations within and along the Pipeline Corridor. Olympic shall continue its voluntary practice
of placing continuous markers underground, when and where appropriate, indicating the
pipeline’s location each time Olympic digs to the pipeline, or such other ‘industry best
practices’ as may from time to time be developed as a method of alerting excavators of the
presence of the pipeline except that Olympic need not place underground markers for any
section of pipeline installed via directional drilling or where such placement otherwise is
impractical.
7.8 Member of Locator Service: Olympic shall continuously be a member of the State
of Washington one number locator service under RCW 19.122, Underground Utilities, or an
approved equivalent, and shall comply with all applicable Laws.
AGENDA ITEM #3. a)
ORDINANCE NO. ________
13
7.9 Free Passage of Traffic: Olympic’s Facilities shall be located and maintained
within the Franchise Area to prevent interference with the free passage of pedestrian and/or
vehicle traffic, or with the reasonable ingress or egress to the properties abutting the Franchise
Area as they exist at the time of installation, maintenance and/or improvement of the Facilities.
7.10 Restoration Requirements: Olympic shall after Work on any of Olympic’s
Facilities within the Franchise Area, restore the surface of the Franchise Area and any other
property within the Franchise Area which may have been disturbed or damaged by such Work.
All restoration of Rights-of-Way, sidewalks and other improvements or amenities shall conform
to the City of Renton Standard Specifications for Road, Bridge and Municipal Construction and
the City of Renton's Trench Restoration Standards in effect at that time. Renton shall have final
approval of the condition of the Franchise Area after restoration pursuant to applicable Laws,
as they exist or may be amended or superseded, provided that such provisions are not in
conflict or inconsistent with the express terms and conditions of this Franchise.
7.11 Survey Monuments: All survey monuments which are disturbed or displaced by
Olympic in its performance of any work under this Franchise shall be referenced and restored
by Olympic, in accordance with WAC 332-120, (Survey Monuments – Removal or Destruction),
as it exists or may be amended, and other applicable Laws.
7.12 Coordination: The Parties shall make reasonable efforts to coordinate any Work
that either party may undertake within the Franchise Area to promote the orderly and
expeditious performance and completion of such Work. At a minimum, such efforts shall
include reasonable and diligent efforts to keep the other party and other utilities within the
Franchise Areas informed of its intent to undertake Work. The Parties shall make reasonable
AGENDA ITEM #3. a)
ORDINANCE NO. ________
14
efforts to minimize any delay or hindrance to any construction work undertaken by themselves
or utilities with the Franchise Area.
7.13 Records: Olympic shall at all times keep full and complete plans, plat or plats,
specifications, profiles and records showing the exact location, and size of all facilities
heretofore constructed in Renton, and showing the location of all valves, gauges, and other
service appurtenances; and such plans, specifications, profiles, and records shall be kept
current annually by Olympic to show the exact location of all replacement and additional
facilities hereinafter installed by Olympic. These records shall be subject to inspection at all
reasonable times by the proper city officials and agents, and a copy of these plans,
specifications, profiles and records, shall be furnished to Renton upon request. Olympic shall,
upon Renton’s request, field-locate its facilities in order to facilitate planning, design and
construction of Renton’s improvement projects.
SECTION VIII. Abandonment or Removal of Facilities
8.1 Notification: Olympic shall notify Renton of any abandonment or cessation of
use of any of its Facilities within sixty (60) calendar days after such abandonment or cessation
of use.
8.2 Removal: In the event of Olympic’s abandonment or permanent cessation of use
of any portion of its Facilities, or any portion of the Franchised Area, Olympic shall, within one
hundred and eighty (180) calendar days after the abandonment or permanent cessation of use,
remove the Facilities at Olympic’s sole cost and expense. However, with Renton’s express
written consent, Olympic may, at Olympic’s sole cost and expense, secure the Facilities in such
a manner as to cause it to be as safe as is reasonably possible, by removing all Petroleum
AGENDA ITEM #3. a)
ORDINANCE NO. ________
15
Products, purging vapors, displacing the contents of the line with an appropriate inert material
and sealing the pipe ends with a suitable end closure, in compliance with all Laws, and abandon
them in place, provided that any above-ground Facilities shall be removed at Olympic’s sole
cost and expense.
8.3 Restoration: In the event of the removal of all or any portion of the Facilities, to
the extent reasonably possible, Olympic shall restore the Franchise Area to it pre-installation
condition. Such restoration work shall be done at Olympic’s sole cost and expense and to
Renton’s reasonable satisfaction. If Olympic fails to remove or secure the Facilities and/or fails
to restore the premises or take such other mutually agreed upon action, Renton may, after
reasonable notice to Olympic, remove the Facilities, restore the premises or take such other
action as is reasonably necessary at Olympic’s sole expense and Renton shall not be liable for
any damages, loses or injuries. This remedy shall not be deemed to be exclusive and shall not
prevent Renton from seeking a judicial order directing Olympic to remove its Facilities.
8.4 Franchise Fees: Renton shall not charge Olympic franchise fees for any Facilities
or parts of Facilities abandoned or removed in compliance with this Section. However, Renton’s
consent to Olympic’s abandonment of Facilities in place shall not relieve Olympic of the
obligation and/or costs to remove, alter or re-secure such Facilities in the future in the event it
is reasonably determined, as adjudged in Renton’s sole discretion, that removal, alteration or
re-securing the Facilities is necessary or advisable for the health, safety, necessity and/or
convenience of the public, in which case Olympic shall perform such work its sole expense.
8.5 Survival of Provisions: The Parties expressly agree that the provisions of this
Section shall survive the termination, expiration, or revocation of this Franchise.
AGENDA ITEM #3. a)
ORDINANCE NO. ________
16
SECTION IX. Operations and Maintenance – Inspection and Testing
9.1 Excavator Notice to Olympic: Consistent with RCW 19.122.033, Notice of
excavation to pipeline companies, Renton shall use reasonable efforts to inform all excavators
subject to a city grading and/or right-of-way permit working within one hundred feet (100’) of
Olympic’s Facilities of their responsibility to notify Olympic at least forty-eight (48) hours prior
to the start of any work and to ensure compliance with the State of Washington one number
locator service laws (RCW 19.122, Underground Utilities). Renton shall not be liable for any
damage, loss or injury caused by a third-party that Renton failed to notify, or a third-party’s
failure to notify Olympic of any work near or affecting Olympic’s facilities.
9.2 Pipeline Maintenance Requirements: Olympic shall at all times comply with
applicable Laws, including but not limited to, RCW 19.122, RCW 81.88 and WAC 480-75 and all
federal regulations governing pipeline safety and maintenance, including those specified in 49
C.F.R. Part 195.
SECTION X. Damage Prevention Program
Damage Prevention Plan Required: Upon request, Olympic shall provide Renton with a
copy of its written Damage Prevention Program. The Damage Prevention Program is a ten
(10)-page document that describes Olympic’s requirements for public notice and follow-up in
connection with excavation activities around its pipelines. The Program consists of the
following categories: State One-Call Participation, One-Call Notifications, Ticket Processing,
Pipeline Right-of-Way Patrol (Aerial and Ground) Programs, Pipeline Security, Operator
Qualification Program, Public Awareness Programs, Pipeline Marker Programs, Right-of-Way
Maintenance and Program assurance processes.
AGENDA ITEM #3. a)
ORDINANCE NO. ________
17
SECTION XI. Leaks, Spills, Ruptures and Emergency Response
11.1 Emergency Response Plan: Upon request, Olympic will allow Renton to view its
Emergency Response Plan. Olympic shall provide to Renton its local emergency response
officials contacts and a direct twenty-four (24)-hour emergency contact number.
11.2 Training and Emergency Preparedness: Annually, upon the request of Renton,
Olympic will meet with Renton Fire and Emergency Services and Renton Emergency
Management to coordinate emergency operations plans and update contact information.
Olympic shall offer emergency response training to Renton personnel to conform with, and
specifically limited in scope to the requirements of 49 CFR § 195.403 and all applicable Laws.
11.3 Recovery of Costs: Olympic shall be solely responsible for all costs incurred by
Renton in responding to any contamination, leak, rupture, or spill from Olympic’s Facilities,
including, but not limited to, detection and removal of any contaminants from air, earth or
water, and all actual remediation costs. This Section shall not limit Olympic’s rights or causes of
action against any third-party who may be responsible for a leak, contamination, spill or other
release of hazardous liquid from Olympic’s Facilities, including third-party insurers.
11.4 Notice Required: Leaks, spills, ruptures, and other emergencies shall be
investigated and reported as required by all applicable Laws including all state and federal
regulations. Pursuant to the Emergency Response Plan, Olympic shall promptly notify the
National Response Center, the Washington State Department of Emergency Management, and
the Washington State Department of Ecology in the event of any uncontained leak, spill or
rupture, outside of a vault or pump station, of petroleum product from its Facilities within or
affecting the Franchise Area. Pursuant to RCW 19.122.035, Olympic shall immediately notify
AGENDA ITEM #3. a)
ORDINANCE NO. ________
18
Renton of any reportable release of a hazardous liquid that poses a threat to persons or
property from a pipeline.
11.5 Reporting of Leak Event: Olympic agrees to comply with applicable reporting
requirements established by relevant state or federal regulatory authorities in the event of a
leak, spill, rupture or other emergency involving a release from Olympic's pipeline within the
Franchise Area.
11.6 Investigation Required: In the event of an uncontained leak, spill or rupture from
Olympic’s Facilities affecting the Franchise Area of ten (10) barrels or more, where the cause is
not reasonably apparent, and where federal or state regulators do not investigate, Renton may
demand that an independent pipeline consultant, selected by Renton, investigate the
occurrence. Olympic shall be solely responsible for paying all of the consultant’s costs and
expenses incurred in investigating the occurrence and reporting the findings. Olympic shall
meet and confer with the independent consultant following the consultant’s investigation to
address whether any modifications or additions to Olympic’s Facilities may be warranted. In
cases where federal or state regulators do perform an investigation, Olympic will share the
investigation results with Renton within sixty (60) calendar days of the investigation’s
completion.
SECTION XII. Required Relocation of Facilities
12.1 Relocation of Facilities: Olympic agrees and covenants at its sole cost and
expense, to protect, support, temporarily disconnect, relocate or remove from any street or
Public Properties, any of its installations when so required by Renton by reason of traffic
conditions, public safety, street vacations, dedications of new rights-of-way and the
AGENDA ITEM #3. a)
ORDINANCE NO. ________
19
establishment and improvement thereof, freeway construction, change or establishment of
street grade, or the construction of any public improvement or structure by any governmental
agency acting in a governmental capacity, provided that Olympic shall in all such cases have the
privilege to temporarily bypass, in the authorized portion of the same street upon approval by
Renton, any section of pipeline required to be temporarily disconnected or removed.
12.2 Written Notice: Renton shall provide to Olympic reasonable written notice of any
Improvement that requires changes to or the relocation of Facilities. Renton will endeavor,
where practical, to provide Olympic at least three hundred and sixty-five (365) calendar days
prior written notice, or such additional time as may appropriate, of such Improvement for
relocation of facilities across or within watersheds, across or within critical habitats, or across or
within areas involving undeveloped land to provide adequate time for proper environmental
permitting. Renton shall provide at least one hundred and eighty (180) calendar days prior
written notice for all other relocation of Facilities in all other areas. Nothing in this Section
relieves Olympic of its duty and obligation to relocate its Facilities to accommodate any Renton
or governmental Improvement undertaken after receiving written notice.
12.3 Project Plans: Renton will provide Olympic with copies of pertinent portions of
the final plans and specifications for such Improvement so that Olympic may make the required
changes to or relocate its Facilities to accommodate such Improvement.
12.4 Consideration of Alternatives: Olympic may, after receipt of written notice
requiring changes to or relocation of its Facilities under Subsection 12.2, submit to Renton,
within ninety (90) calendar days, proposed written alternatives to such relocation. Renton shall
evaluate such alternatives and advise Olympic in writing if one or more of the alternatives are
AGENDA ITEM #3. a)
ORDINANCE NO. ________
20
suitable to accommodate the Improvement that would otherwise necessitate changes to or
relocation of the Facilities. If requested by Renton, Olympic shall submit additional information
to assist Renton in making such valuation including actual field verification of the location(s) of
Olympic’s underground Facilities within the Improvement area by excavating (e.g., pot holing),
at no expense to Renton. Renton shall give each alternative proposed by Olympic full and fair
consideration but retains sole discretion to decide whether to utilize its original plan or an
alternative proposed by Olympic.
12.5 Five-Year Relocation: If any portion of Olympic’s Facilities that has been required
by Renton to be relocated under the provisions of this Section is subsequently required to be
relocated again within five (5) years of the original relocation, Renton will bear the entire cost
of the subsequent relocation.
12.6 Private Development: Olympic shall not be required to relocate its Facilities at its
expense for the benefit of private developers or third-party projects, unless the third-party is a
governmental entity. However, in the event that Renton reasonably determines and notifies
Olympic that the primary purpose for requiring such changes to or relocation of Olympic’s
facilities by a third-party is to cause or facilitate the construction of an Improvement consistent
with the City Capital Investment Plan; Transportation Improvement Program; or the
Transportation Facilities Program, or other similar plan, then Olympic shall change or otherwise
relocate its Facilities in accordance with Subsection 12.1 at Olympic’s sole cost, expense and
risk.
12.7 Route Selection for Relocation: Renton shall work cooperatively with Olympic in
determining a viable and practical route for Olympic to relocate its Facilities under Subsection
AGENDA ITEM #3. a)
ORDINANCE NO. ________
21
12.1, to minimize costs while meeting Renton’s project timelines and objectives. Renton’s
requirements with regard to the required changes or relocation (i.e. depth of cover, distance
from other utilities, etc.) must not be unreasonable and must be consistent with applicable
Laws, however, nothing in this Section shall be construed as limiting Renton’s police power,
land use authority, franchise authority or Renton’s authority to regulate the time, place and
manner of Olympic’s use of the Public Rights-of-Way, Public Property, and Public Ways.
12.8 Timing for Relocation Work: Upon receipt of Renton’s reasonable notice, plans
and specifications pursuant to Subsection 12.1, Olympic shall take all necessary and prudent
measures to complete relocation of such facilities to accommodate the Improvement at least
ten (10) calendar days prior to commencement of the Improvement or such time as the Parties
may agree in writing.
12.9 Support for Outside Funding: Renton shall take reasonable steps to cooperate
with Olympic if Olympic requests support in Olympic’s application for any local, state or federal
funds that may be available for the relocation of Olympic’s Facilities, provided however that
Olympic’s application for any such funds shall not delay any city Improvement. To the extent
such funds are granted, Olympic may apply funds towards the incurred relocation costs.
SECTION XIII. Termination, Violations, and Remedies
13.1 Expiration/Renewal: The term of this Franchise shall be extended for an
additional ten (10) year period unless either party provides written notice within eighteen (18)
months of the expiration date that it wishes to renegotiate the Franchise terms.
13.2 Termination by Breach: If Olympic materially breaches or otherwise fails to
perform, comply with any of the material terms and conditions of this Franchise, or fails to
AGENDA ITEM #3. a)
ORDINANCE NO. ________
22
maintain any required license, permit or approval, and fails to cure such breach or failure within
thirty (30) calendar days of Renton providing Olympic with written notice, or, if not reasonably
capable of being cured within thirty (30) calendar days, within such other reasonable period of
time as the Parties may agree upon, Renton may terminate this Franchise.
13.3 City Council Termination: This Franchise shall not be terminated except upon a
majority vote of the City Council, after reasonable notice to Olympic and an opportunity to be
heard, provided that if exigent circumstances necessitate immediate termination, the hearing
may be held as soon as possible after the termination.
13.4 Discontinue Operations: If the Franchise is terminated, either party may invoke
the dispute resolution provisions in Section XIV or elect to seek relief directly in Superior Court,
in which case the dispute resolution requirements shall not be applicable. Once Olympic’s
privilege to Operate in the Franchise Area has terminated, Olympic shall comply with Franchise
provisions regarding removal and/or abandonment of Facilities in Section VIII.
13.5 Retention of Rights: Either party's failure to exercise a particular remedy at any
time shall not waive Renton’s right to terminate, assess penalties, or assert any equitable or
legal remedy for any future breach or default by Olympic.
13.6 Olympic Liability and Obligation: Termination of this Franchise shall not release
Olympic from any liability or obligation with respect to any matter occurring prior to such
termination, and shall not release Olympic from any obligation to remove and secure the
pipeline pursuant to this Franchise and to restore the Franchise Area.
13.7 Injunctive Relief: The Parties acknowledge that the covenants set forth in this
Franchise are essential to this Franchise, and, but for the mutual agreements of the Parties to
AGENDA ITEM #3. a)
ORDINANCE NO. ________
23
comply with such covenants, the Parties would not have entered into this Franchise. The
Parties further acknowledge that they may not have an adequate remedy at law if the other
party violates such covenant. Therefore, in addition to any other rights they may have, the
Parties shall have the right to obtain in any court of competent jurisdiction injunctive relief to
restrain any breach or threatened breach, or to specifically enforce any of the Franchise
covenants should the other party fail to perform them.
13.8 Renton’s Remedies: In addition to the terms of this Franchise, or rights that
Renton possesses at law or equity, Renton reserves the right to apply any of the following
remedies, alone or in combination, in the event Olympic violates any material provision of this
Franchise. The remedies provided for in this Franchise are cumulative and not exclusive; the
exercise of one remedy shall not prevent the exercise of another or any rights of Renton at law
or equity.
SECTION XIV. Dispute Resolution
14.1 Meeting of Representatives: In the event of a dispute between Renton and
Olympic related to this Franchise, the dispute shall first be referred to the representatives
designated by the Parties to have oversight over the administration of this Franchise. The
representatives shall meet within thirty (30) calendar days of either party’s request for said
meeting, and the Parties shall make a good faith effort to attempt to achieve a resolution of the
dispute.
14.2 Mediation: In the event that the Parties are unable to resolve the dispute in a
Subsection 14.1 meeting, the Parties agree that the matter shall be referred to mediation. The
Parties shall endeavor to select a mediator acceptable to both sides. If the Parties cannot
AGENDA ITEM #3. a)
ORDINANCE NO. ________
24
reach agreement then each party shall secure the services of a mediator, who will in turn work
together to mutually agree upon a third mediator to assist the Parties in resolving their
differences. Any expenses incidental to mediation shall be borne equally by the Parties.
14.3 Judicial Remedies: If either party is dissatisfied with the outcome of the
mediation, that party may then pursue any available judicial remedies, provided, that if the
party seeking judicial redress does not substantially prevail in the judicial action, it shall pay the
other party’s reasonable attorneys’ and legal fees and costs incurred in the judicial action.
14.4 Operation During Dispute Resolution: Subject to Laws, Olympic shall be
permitted to continuously operate its Facilities during dispute resolution.
SECTION XV. Indemnification
15.1 Renton: In Sections XV and XVI, “Renton” means the City of Renton, and its
elected officials, agents, employees, officers, representatives, consultants (of any level), and
volunteers.
15.2 General Indemnification: Olympic shall indemnify, defend, and hold harmless
Renton from and against any and every action, claim, cost, damage, death, expense, harm,
injury, liability, or loss of any kind, in law or equity, to persons or property, including reasonable
attorneys’ and experts’ fees and/or costs incurred by Renton in its defense, arising out of or
related to, directly or indirectly, Olympic’s Work or abandonment of Facilities, or from the
existence of Olympic’s Facilities, and the products contained in, transferred through, released
or escaped from the Facilities, including the reasonable costs of assessing such damages and
any liability for costs of investigation, abatement, correction, cleanup, fines, penalties, or other
damages arising under any Laws, including, but not limited to, Environmental Laws, and any
AGENDA ITEM #3. a)
ORDINANCE NO. ________
25
action, claim, cost, damage, death, expense, harm, injury, liability, or loss, to persons or
property which is caused by, in whole or in part, and only to the extent of, the willfully tortious
or negligent acts or omissions of Olympic or its agents, contractors (of any tier), employees,
representatives or trainees related to Olympic’s granted Franchise privileges. If any action or
proceeding is brought against Renton by reason of Olympic’s Facilities, Olympic shall defend
Renton at Olympic’s sole expense, provided that, for uninsured actions or proceedings, defense
attorneys shall be approved by Renton, which approval shall not be unreasonably withheld. The
terms of this Section shall not require Olympic to indemnify Renton against and hold harmless
Renton from claims, demands, suits or actions based upon Renton’s negligent conduct or
willful misconduct, and provided further that if the claims or suits are caused by or result from
the concurrent negligence of (a) Olympic’s agents, officers, or employees and (b) Renton, this
provision with respect to claims, demands, suits or actions based upon such concurrent
negligence shall be valid and enforceable only to the extent of Olympic’s negligence or the
negligence of Olympic’s agents or employees.
15.3 Environmental Indemnification: Olympic shall indemnify, defend and save
Renton harmless from and against any every action, claim, cost, damage, death, expense, harm,
injury, liability, or loss, either at law or in equity, to persons or property, including, but not
limited to, costs and reasonable attorneys’ and experts’ fees incurred by Renton, arising directly
or indirectly from: (a) Olympic’s breach of any Environmental Laws or Laws applicable to the
Facilities, or (b) from any release of a hazardous substance on or from the Facilities, or (c) other
activity related to this Franchise by Olympic. This indemnity includes, but is not limited to, (a)
liability for a governmental agency’s costs of removal or remedial action for Hazardous
AGENDA ITEM #3. a)
ORDINANCE NO. ________
26
Substances; (b) damages to natural resources caused by Hazardous Substances, including the
reasonable costs of assessing such damages; (c) liability for any other person’s costs of
responding to Hazardous Substances; (d) liability for any investigation, abatement, correction,
cleanup, costs, fines, penalties, or other damages arising under any Laws; and (e) liability for
personal injury, property damage, or economic loss arising under any statutory or common-law
theory or Laws.
15.4 Title 51 Waiver: Olympic’s indemnification obligations pursuant to this Section
shall include assuming potential liability for actions brought by Olympic’s own employees and
the employees of Olympic's agents, representatives, contractors (of any tier) even though
Olympic might be immune under RCW Title 51 from direct suit brought by such employees. It is
expressly agreed and understood that this assumption of potential liability for actions brought
by the aforementioned persons is limited solely to claims against Renton arising by virtue of
Olympic’s exercise of the privileges set forth in this Franchise. The obligations of Olympic under
this Section have been mutually negotiated by the Parties, and Olympic acknowledges that
Renton would not enter into this Franchise without Olympic’s waiver of immunity.
15.5 Notice: In the event any matter for which Renton intends to assert its rights
under this Section is presented to or filed with Renton, Renton shall promptly notify Olympic in
writing and Olympic shall have the privilege, at its election and at its sole costs and expense, to
settle and compromise such matter as it pertains to Olympic’s responsibility to indemnify,
defend and hold harmless Renton. In the event any suit or action is started against Renton
based upon any such matter, Renton shall likewise promptly notify Olympic in writing, and
Olympic shall have the right, at its election and at its sole cost and expense, to settle and
AGENDA ITEM #3. a)
ORDINANCE NO. ________
27
compromise such suit or action, or defend the same at its sole cost and expense, by attorneys
of its own election, as it pertains to Olympic’s responsibility to indemnify, defend and hold
harmless Renton.
15.6 Real Estate Indemnity: Should a court of competent jurisdiction determine that
this Franchise is subject to RCW 4.24.115, (Validity of agreement to indemnify against liability
for negligence relative to construction, alteration, improvement, etc.,…), as it exists or may be
amended, then, in the event of liability for damages arising out of bodily injury to persons or
damages to property caused by or resulting from the concurrent negligence of Olympic, its
officers, officials, employees, and volunteers and/or the contractor, or Renton, its elected
officials, officers, officials, employees, and volunteers, and or the contractor, the party’s liability
shall be only to the extent of the party’s negligence.
15.7 Recovery of Costs: In the event that (a) Olympic wrongfully rejects Renton’s
proper tender of defense of, and Renton is thus required to defend a “suit or action” as
referenced in Subsection 15.1 and (b) Renton is determined to be without fault for the claim or
demand giving rise to such “suit or action,” Olympic shall reimburse Renton for a percentage of
Renton's total defense costs. The percentage of Renton’s total defense costs to be reimbursed
shall be a percentage equal to the percentage (if any) of fault attributable to Olympic for the
claim or demand giving rise to such “suit or action.”
15.8 Survival: The provisions of this Section shall survive the expiration or termination
of this Franchise if the basis for any such claim, demand, suit or action as referenced in
Subsection 15.2 occurred during the Franchise Term.
AGENDA ITEM #3. a)
ORDINANCE NO. ________
28
15.9 Negotiated: THE PARTIES HAVE SPECIFICALLY NEGOTIATED SECTION XV,
INDEMNIFICATION.
SECTION XVI. Insurance
16.1 Insurance Required: Olympic shall procure and maintain for the duration of the
Franchise, insurance, or provide evidence of self-insurance, against all claims for injuries to
persons or damages to property which may arise from or in connection with the exercise of the
privileges granted by Franchise to Olympic. Olympic shall provide to Renton an insurance
certificate, and/or a certificate of self-insurance, together with an endorsement on the general
and automotive liability policies, naming Renton as an additional insured upon Olympic’s
acceptance of this Franchise, and such insurance certificate shall evidence the following
minimum coverages:
A. Commercial general liability insurance for the Facilities, including but not limited
to, coverage for premises - operations, explosions and collapse hazard, underground
hazard and products completed hazard, with limits not less than one hundred million
dollars ($100,000,000) for each occurrence and in the aggregate for bodily injury or
death to each person, and property damage; and
B. Commercial automobile liability for owned, non-owned and hired vehicles with a
limit of two million dollars ($2,000,000) for each person and two million dollars
($2,000,000) for each accident; and
C. Worker’s compensation within statutory limits and consistent with the Industrial
Insurance laws of the State of Washington; and
AGENDA ITEM #3. a)
ORDINANCE NO. ________
29
D. Pollution Legal Liability shall be in effect throughout the entire Franchise Term,
with a limit not less than fifty million dollars ($50,000,000) for each occurrence, and in
the aggregate to the extent such coverage is reasonably available in the marketplace for
any pollution condition or occurrence after January 1, 2016; and
E. Excess or umbrella insurance Any and all above policy limits may be met through
a combination of primary, excess, or umbrella coverage, at Olympic's option.
16.2 Claims Made Basis: If coverage is purchased on a “claims made” basis, then
Olympic warrants continuation of coverage, either through policy renewals or the purchase of
an extended discovery period, if such extended coverage is available, for not less than three (3)
years from the date of termination of this Franchise and/or conversion from a “claims made”
form to an “occurrence” coverage form.
16.3 Deductibles: All deductibles shall be the sole responsibility of Olympic. The
insurance certificate required by this Section shall contain a clause stating that coverage shall
apply separately to each insured against whom claim is made or suit is brought, except with
respect to the aggregate limits of the insurer’s liability.
16.4 Additional Insured: Renton, its officers, officials, employees, agents and
volunteers shall be named as an additional insured on the commercial general liability,
automobile liability, and excess liability or umbrella insurance policies, as respects to work
performed by or on behalf of Olympic. An endorsement naming Renton as additional insured
shall be indicated on the certificate of insurance or certification of self-insurance.
16.5 Primary Insurance: Olympic’s insurance shall be primary insurance with respect
to Renton. Any insurance maintained by Renton shall be in excess of Olympic’s insurance and
AGENDA ITEM #3. a)
ORDINANCE NO. ________
30
shall not contribute with it. Olympic shall give Renton thirty (30) calendar days prior written
notice by certified mail, return receipt requested, of suspension or material change in coverage.
Renton does not represent that the minimum required insurance coverage and limits under this
Franchise are adequate to protect Olympic from all liability exposures and related costs.
16.6 Cancellation: In addition to the coverage requirements set forth in this Section,
the certificate of insurance shall provide that: “The above described policies will not be
canceled before the expiration date, without the issuing company giving sixty (60) days prior
written notice to the certificate holder.” In the event of cancellation or a decision not to renew,
Olympic shall obtain and furnish to Renton evidence of replacement insurance policies meeting
the requirements of this Section before the cancellation date.
16.7 Certificates and Endorsements: Olympic shall furnish Renton with certificates of
insurance evidencing the coverage or self-insurance required by this Section upon acceptance
of this Franchise. The certificates and endorsements shall be signed by a person authorized by
the insurer to bind coverage on its behalf and must be received and approved by Renton prior
to the commencement of any Work.
16.8 Separate Coverage: Olympic’s insurance shall contain a clause stating that
coverage shall apply separately to each insured against whom claim is made or suit is brought,
except with respects to the limits of the insurer’s liability.
16.9 Self-Insurance: In addition to the foregoing insurance/self-insurance
requirements, Olympic may also insure or self-insure against additional risks in such amounts as
are consistent with prudent utility practices. Olympic shall, upon request, provide Renton with
sufficient evidence that such self-insurance is being so maintained.
AGENDA ITEM #3. a)
ORDINANCE NO. ________
31
16.10 Survival: The indemnity and insurance provisions under Sections XIV and XV shall
survive the termination of this Franchise and shall continue for as long as Olympic’s Facilities
remain in or on the Franchise Area or until the Parties execute a new Franchise that modifies or
terminates these indemnity or insurance provisions.
SECTION XVII. Annual Franchise Fee
17.1 Fee Amount: As consideration for this Franchise and for the use of the
Franchise Area, Olympic agrees to pay an annual fee of fifteen thousand dollars ($15,000).
17.2 Annual Increase: The annual fee shall increase each year throughout the Term of
this Franchise and any renewal terms by CPI-W.
17.3 Annual Payment Due: Each annual payment shall cover the following twelve (12)
month period and shall be paid not later than the anniversary date of the Effective Date of this
Franchise. Interest shall accrue on any late payment at the rate of twelve percent (12%) per
annum. Such interest shall be in addition to any applicable penalties for late payment. Any
partial payment shall first be applied to any penalties, then interest, then to principal.
17.4 Additional Administrative Expenses: The Franchise fee set forth in Subsection
17.1 does not include, and Olympic agrees that it is responsible for, payments associated with
Renton’s expenses incurred in reviewing, inspecting, licensing, permitting or granting any other
approvals necessary for Olympic to operate and maintain its Facilities or for any inspection or
enforcement costs (i.e., customary permitting fees). The annual fee does not include any
generally applicable taxes that Renton may levy.
17.5 Cost of Publication: Olympic shall bear the entire cost of publication of this
Ordinance.
AGENDA ITEM #3. a)
ORDINANCE NO. ________
32
SECTION XVIII. Olympic Accepts Franchise Area “As Is”
Olympic’s agrees and accepts the Franchise Area in an “as is” condition. Olympic agrees
that Renton has never made any representations, implied or express warranties, or guarantees
as to the suitability, security or safety of the location of Olympic’s Facilities or the Franchise
Area, or possible hazards or dangers arising from other uses or users of the Franchise Area,
Rights-of-Way, Public Property, and Public Ways including any use by Renton, the general
public, or by other utilities. As to Renton and Olympic, Olympic shall remain solely and
separately liable for the Work, function, testing, maintenance, replacement and/or repair of the
Facilities or other activities permitted by this Franchise.
SECTION XIX. Discrimination Prohibited
In connection with this Franchise, including and not limited to all Work, hiring and
employment, neither Olympic nor its employees, agents, subcontractors, volunteers or
representatives shall discriminate on the basis of race, color, sex, religion, nationality, creed,
marital status, sexual orientation or preference, age (except minimum age and retirement
provisions), honorably discharged veteran or military status, or the presence of any sensory,
mental or physical handicap, unless based upon a bona fide occupational qualification in
relationship to hiring and employment, in employment or application for employment or in the
administration of the delivery of services or any other benefits under this Franchise. Olympic
shall comply fully with all applicable Laws that prohibit such discrimination. A copy of this
language must be made a part of any contractor or subcontractor agreement.
SECTION XX. Notice
AGENDA ITEM #3. a)
ORDINANCE NO. ________
33
20.1 Whenever notice to or notification by any party is required, that notice shall be
in writing and directed to the recipient at the address set forth below, unless written notice of
change of address is provided to the other party. Any notice or information required or
permitted to be given to the Parties under this Franchise may be sent to following Addresses
unless otherwise specified:
City Address:
City of Renton
Administrator, Community and Economic Development Department
1055 South Grady Way
Renton, WA 98057
With copy to:
City of Renton
Fire Chief, Fire and Emergency Services Department
1055 South Grady Way
Renton, WA 98057
Company:
Olympic Pipe Line Company
Attn: President
600 SW 39th Street, Suite 275
Renton, WA 98059
With copy to:
Christopher T. Wion
Miller Nash Graham & Dunn LLP
Pier 70, 2801 Alaskan Way, Suite 300
Seattle, WA 98121
20.2 If the date for making any payment or performing any act is a legal holiday,
payment may be made or the act performed on the next succeeding business day which is not a
legal holiday.
20.3 The Parties may change the address and representative by providing written
notice of such change by accepted e-mail or certified mail. All notices shall be deemed
AGENDA ITEM #3. a)
ORDINANCE NO. ________
34
complete upon actual receipt or refusal to accept delivery. Facsimile or a .pdf e-mailed
transmission of any signed original document and retransmission of any signed facsimile
transmission shall be the same as delivery of an original document.
SECTION XXI. Miscellaneous
21.1 Amendment and Modification: This Franchise may be amended only by an
instrument in writing, duly executed by both Parties.
21.2 Assignees and Successors: This Franchise and all of the terms and provisions shall
be binding upon and inure to the benefit of the Parties’ respective successors and assignees.
21.3 Assignment: Olympic may not assign or transfer this Franchise without the
written consent of the City Council of Renton, which consent shall not be unreasonably
withheld. Any assignee or transferee shall, at least thirty (30) calendar days prior to the date of
any assignment or transfer, file written notice of the assignment or transfer with Renton,
together with its written acceptance of all of the Franchise terms and conditions. Olympic shall
have the right, without such notice or such written acceptance, to mortgage its benefits and
privileges in and under this Franchise to the trustee for its bondholders. The Franchise terms
and conditions shall be binding upon the Parties' respective assigns and successors.
21.4 Confidentiality: Subject to the limits of applicable state and/or federal law,
including but not limited to RCW 42.56, Renton agrees to treat as confidential any records that
constitute proprietary or confidential information under federal or state law, to the extent
Olympic makes Renton aware of the need for confidentiality by clearly and conspicuously
identifying any such material as confidential and/or proprietary. If Renton receives a request
from any person for public disclosure of any information or documents designated by Olympic
AGENDA ITEM #3. a)
ORDINANCE NO. ________
35
as confidential and/or proprietary ("Confidential Materials"), Renton will so advise Olympic and
provide Olympic with a copy of any written request by the party demanding access to such
Confidential Materials at least five (5) days before publicly disclosing any such Confidential
Materials. If Olympic believes that disclosure of the Confidential Materials would interfere with
Olympic's rights under federal or state law, Olympic may take appropriate legal action to
prevent disclosure of such materials. Consistent with applicable law, Olympic may seek to
obtain a court order precluding public disclosure of any Confidential Materials. Olympic will
join the party requesting the materials to any such action. Olympic will defend, indemnify and
hold Renton harmless from any associated claim or judgment including any associated claim or
judgment including penalties or costs under all applicable laws including but not limited to RCW
42.56.
21.5 Conflicts: If there is a conflict between this and any previous Franchise between
the Parties, the terms of this Franchise shall supersede the terms of the previous Franchise.
21.6 Contractors (of any tier): Olympic’s Contractors may act on Olympic’s behalf to
the extent that Olympic permits its Contractors to do so. Olympic’s contractors shall also have
every obligation, duty and responsibility that Olympic has in discharging its duties related to
this Franchise.
21.7 Force Majeure: In the event that Olympic is prevented or delayed in the
performance of any of its obligations under this Franchise by reason(s) beyond the reasonable
control of Olympic, then Olympic’s performance shall be excused during the Force Majeure
occurrence. Upon removal or termination of the Force Majeure occurrence Olympic shall
promptly perform the affected obligations in an orderly and expedited manner under this
AGENDA ITEM #3. a)
ORDINANCE NO. ________
36
Franchise or procure a substitute for such obligation or performance that is satisfactory to
Renton. Olympic shall not be excused by mere economic hardship or by misfeasance or
malfeasance of its directors, officers or employees. Events beyond Olympic’s reasonable
control include, but are not limited to, Acts of God, war, acts of domestic terrorism or violence,
civil commotion, labor disputes, strikes, earthquakes, fire, flood or other casualty, shortages of
labor or materials, government regulations or restrictions and extreme weather conditions.
Olympic shall use all commercially reasonable efforts to eliminate or minimize any delay caused
by a Force Majeure Event.
21.8 Governing Law: This Franchise shall be made in and shall be governed by and
interpreted in accordance with the laws of the State of Washington.
21.9 Jurisdiction and Venue: Any lawsuit or legal action brought by any party to
enforce or interpret this Franchise or any of its terms or shall be in the United States District
Court for the Western District of Washington or in the King County Superior Court for the State
of Washington at the Maleng Regional Justice Center, Kent, Washington.
21.10 Modification of Terms and Conditions: Notwithstanding any provisions of this
Franchise to the contrary, Renton and Olympic reserve the right to alter, amend or modify the
terms and conditions of this Franchise upon written agreement of both Parties to such
alternation, amendment or modification.
21.11 No Duty by Renton: This Franchise neither creates any duty by Renton nor any of
its elected officials, agents, employees or representatives, and no liability arises from any action
or inaction by Renton or any of its elected officials, agents, employees or representatives in the
exercise of their powers or authority. This Franchise is not intended to acknowledge, create,
AGENDA ITEM #3. a)
ORDINANCE NO. ________
37
imply or expand any duty or liability of Renton with respect to any function in the exercise of its
police power or for any other purpose. Any duty that may be deemed to be created in Renton
by this Franchise shall be deemed a duty to the general public and not to any specific party,
group or entity.
21.12 Olympic’s Acceptance: Renton may void this Franchise Ordinance if Olympic fails
to file its unconditional acceptance of this Franchise within thirty (30) calendar days from the
final passage of same by the Renton City Council. Olympic shall file this acceptance with the City
Clerk of the City of Renton.
21.13 Other Obligations: This Franchise shall not alter, change or limit Olympic’s
obligations under any other agreement or its obligations as it relates to any other property or
endeavor.
21.14 Renton’s Police Powers: Nothing in this Franchise shall diminish, or eliminate, or
be deemed to diminish or eliminate that governmental or police powers of Renton.
21.15 Public Document/Public Disclosure: This Franchise will be considered a public
document and will be available for reasonable inspection and copying by the public during
regular business hours. This document may be disclosed pursuant to RCW 42.56 (Public Records
Act).
21.16 Remedies Cumulative: Any remedies provided for under the terms of this
Franchise are not intended to be exclusive, but shall be cumulative with all other remedies
available to Renton at law, in equity, or by statutes, unless specifically waived in this Franchise
or in a subsequent signed document.
AGENDA ITEM #3. a)
ORDINANCE NO. ________
38
21.17 Section Headings: The Section headings in this Franchise are for convenience
only, and do not purport to and shall not be deemed to define, limit, or extend the scope or
intent of the Section to which they pertain.
21.18 Severability: In the event that a court or agency of competent jurisdiction
declares a material provision of this Franchise to be invalid, illegal or unenforceable, the Parties
shall negotiate in good faith and agree, to the maximum extent practicable in light of such
determination, to such amendments or modifications as are appropriate so as to give effect to
the intentions of the Parties. If severance from this Franchise of the particular provision(s)
determined to be invalid, illegal or unenforceable will fundamentally impair the value of this
Franchise, either party may apply to a court of competent jurisdiction to reform or reconstitute
the Franchise so as to recapture the original intent of said particular provision(s). All other
provisions of the Franchise shall remain in effect at all times during which negotiations or a
judicial action remains pending.
21.19 Third-Parties: The Parties do not create any obligation or liability, or promise any
performance to, any third-party, nor have the Parties created any third-party right to enforce
this Franchise beyond what is provided for by Laws. Third-Parties are any party other than
Renton and Olympic. This Franchise shall not release or discharge any obligation or liability of
any third-party to either party.
21.20 Time of the Essence: Whenever this Franchise sets forth a time for any act to be
performed, such time shall be deemed to be of the essence, and any failure to perform within
the allotted time may be considered a material violation of this Franchise.
AGENDA ITEM #3. a)
ORDINANCE NO. ________
39
21.21 Waiver of Worker’s Compensation Immunity: Olympic waives its Worker’s
Compensation immunity under RCW Title 51 in any cases involving Renton and affirms that
Renton and Olympic have specifically negotiated this provision, to the extent it may apply.
SECTION XXII. Effective Date
This Ordinance shall be in full force and effect from and after its passage, approval, and
five (5) calendar days after its legal publication as provided by law, and provided it has been
duly accepted by Olympic as provided above.
PASSED BY THE CITY COUNCIL this _____ day of __________________, 2016.
___________________________________
Jason A. Seth, City Clerk
APPROVED BY THE MAYOR this ______ day of ____________________, 2016.
__________________________________
Denis Law, Mayor
Approved as to form:
_________________________________
Lawrence J. Warren, City Attorney
Date of Publication: _______________, 2016.
ORD:1914:3/3/16:scr
AGENDA ITEM #3. a)
ORDINANCE NO. ________
40
UNCONDITIONAL ACCEPTANCE
The undersigned, Olympic Pipe Line Company, accepts all the privileges of the above-granted
franchise, subject to all the terms, conditions, and obligations of this franchise.
DATED: _________________, 2016.
Olympic Pipe Line Company
____________________________________
By:
____________________________________
Its
AGENDA ITEM #3. a)
AB - 1622
City Council Regular Meeting - 14 Mar 2016
SUBJECT/TITLE: Mitigation Agreement Between the Washington Department of Fish
and Wildlife and the City of Renton for the Cedar River Maintenance
Dredge Project
RECOMMENDED ACTION: Refer to Utilities Committee
DEPARTMENT: Utility Systems Division
STAFF CONTACT: Hebe Bernardo, Civil Engineer
EXT.: 7293
FISCAL IMPACT:
Expenditure Required: $ N/A Transfer Amendment: $ N/A
Amount Budgeted: $ N/A Revenue Generated: $ N/A
Total Project Budget: $ N/A City Share Total Project: $ N/A
SUMMARY OF ACTION:
In 1998, the U.S. Army Corps of Engineers and the City of Renton constructed the Lower Cedar River Section
205 Flood Hazard Reduction Project (Project). The City is responsible for maintenance of the Project in
accordance with the U.S. Army Corps of Engineers Project Cooperation Agreement that was signed in May
1998. The City of Renton Surface Water Utility is working with state and federal agencies to obtain all
environmental permits required for the Project. A complete Hydraulic Project Approval (HPA) application was
submitted to Washington Department of Fish and Wildlife (WDFW) on May 15, 2015.
On August 15, 2015, the City received a letter from WDFW listing additional obligations that would apply to
the Project, including the requirement to enter into 10-year Mitigation Agreement (Agreement) between the
City and WDFW with the purpose of providing mitigation for the impacts related to the Cedar River
Maintenance Dredge Project. The Surface Water Utility negotiated with WDFW the terms of the Agreement,
and the conditions and timelines for implementing mitigation measures. Without the Agreement, all
mitigation requirements would have been included as conditions of the 5-year HPA, forcing the City to
construct and implement all mitigation measures within five years of Project construction. The Agreement will
allow the City additional time (10 years from project construction) to provide mitigation for the Project (and
included in the Mitigation Agreement).
EXHIBITS:
A. Issue Paper
B. Cedar River Maintenance Dredging Project Mitigation Agreement
STAFF RECOMMENDATION:
Approve the Mitigation Agreement between the Washington Department of Fish and Wildlife and the City of
Renton for the Cedar River Maintenance Dredge Project to provide mitigation for the impacts related to the
Project.
AGENDA ITEM #4. a)
PUBLIC WORKS DEPARTMENT
M E M O R A N D U M
DATE:March 9, 2016
TO:Randy Corman, Council President
Members of Renton City Council
VIA:Denis Law, Mayor
FROM:Gregg Zimmerman, Administrator
STAFF CONTACT:Ron Straka, Surface Water Engineering Supervisor, ext. 7248
Hebé C. Bernardo, Surface Water Engineer, ext. 7264
SUBJECT:Mitigation Agreement Between the Washington Department
of Fish and Wildlife and the City of Renton for the Cedar River
Maintenance Dredge Project
ISSUE:
Should Council approve the Mitigation Agreement (Agreement) between the
Washington Department of Fish and Wildlife (WDFW) and the City of Renton for the
Cedar River Maintenance Dredge Project (Project) to provide mitigation for the impacts
related to the Project?
RECOMMENDATION:
Approve the Mitigation Agreement between the Washington Department of Fish and
Wildlife and the City of Renton for the Cedar River Maintenance Dredge Project to
provide mitigation for the impacts related to the Project.
BACKGROUND SUMMARY:
In 1998, the Army Corps of Engineers and the City constructed the Lower Cedar River
Section 205 Flood Hazard Reduction Project (Cedar River Flood Reduction Project). The
Cedar River Flood Reduction Project included the construction of levees and floodwalls
along the lower 1.25 miles of the Cedar River, along with dredging of the Cedar River to
provide flood protection from the 100-year flood event with at least 90% reliability. As
the sponsor and owner, the City is responsible for maintenance of the Cedar River Flood
Reduction Project in accordance with the U.S. Army Corps of Engineers Project
Cooperation Agreement that was signed in May 1998.
AGENDA ITEM #4. a)
Mr. Randy Corman, Council President
Page 2 of 3
March 9, 2016
\HBad
Since 1998, gravels and sediment have accumulated in the lower 1.25 miles of the Cedar
River channel. The Surface Water Utility has been monitoring gravel accumulations in
the Project area by performing annual cross-section surveys of the Cedar River. The
channel bed elevations are within the threshold level where the maintenance dredging
needs to occur in order to maintain the Cedar River Flood Reduction Project’s flood
protection benefits, and as required by the U.S. Army Corps of Engineers Project
Cooperation Agreement.
The City’s Surface Water Utility is working with state and federal agencies to obtain all
environmental permits required for the Project. A complete Hydraulic Project Approval
(HPA) application was submitted to WDFW on May 15, 2015. On August 15, 2015, the
City received a letter from WDFW listing additional obligations that would apply to the
Project, including the requirement to enter into 10-year Mitigation Agreement between
the City and WDFW with the purpose of providing mitigation for the impacts related to
the Project.
The Surface Water Utility negotiated with WDFW, with input from the Muckleshoot
Indian tribe, the terms of the Agreement, and the conditions and timelines for
implementing mitigation measures. The Agreement determines the mitigation that will
be provided for the Project’s impacts related to spawning, predation, riparian
vegetation and channel adjustment. Without the Agreement, all mitigation
requirements would have been included as conditions of the 5-year HPA, forcing the
City to construct and implement all mitigation measures within five years of Project
construction. The Agreement will allow the City additional time (10 years from project
construction) to provide mitigation for the project (and included in the Mitigation
Agreement).
The funding for the Project is being provided by the King County Flood Control District.
The cost associated with providing and performing the mitigation described in the
Agreement will be included as part of the overall Project Funding Interlocal Agreement
with King County (CAG-13-009). The Surface Water Utility is working with King County
Flood Control District staff to develop an amendment to the Project Funding Interlocal
Agreement to include the additional funding for mitigation, construction, construction
management, engineering and project management. The amendment to the Project
Funding Interlocal Agreement with King County will be submitted for Council review
next month.
CONCLUSION:
The Cedar River Maintenance Dredge Project will restore the capacity in the lower 1.25
miles of the Cedar River to a level that will ensure that the 100-year flood protection is
provided through the Project area. The Project will ensure that the Renton Municipal
AGENDA ITEM #4. a)
Mr. Randy Corman, Council President
Page 3 of 3
March 9, 2016
\HBad
Airport, Boeing 737 Plant and other commercial and residential properties will continue
to have reduced flood risks. The Surface Water Utility recommends the City Council
approve the Agreement between the Washington Department of Fish and Wildlife and
the City of Renton for the Cedar River Maintenance Dredge Project to provide mitigation
for the impacts related to the Cedar River Maintenance Dredge Project.
cc: Lys Hornsby, Utility Systems Director
File
AGENDA ITEM #4. a)
mn u;._.J:y.
omo>wE<mwZ>Ewmz>zomUWmUQ3ZQwwoomowZ=.3Q>.3OZ>owmm_<_mzw
.35O3.owW558:A05985:5<<mmE:m8=U5wm:B5w:owEm:mam€25.euawmn?osc
558wE8mamgamma:>mwoo:5w:commacoo::5Bows»:wwowimomoowz?oom3585.$5
ooomaowmnoswow8:8:mm3583.mo_3o€5n_m5m..35ucwvomoow95mmw55ww5w:mm8303%
wwmmmmmoowow:553%w5_m8m895083Wm<ow_<§:§§8Uwommowwoo.mo"mmmomoacom5
:5_uwo_.59ZmmmmmosEmsmammw>>E.=owmos2o..33.
EmQw>rm
O:ow2.2.mmcwcmwv.No.8:.m5Uacmwqoowz382%nomoumommoowowmEvdwwczo32.59
>E.wo<w_$3.?05335553mowmommooEasnmommoscywwmoHOscwwwoowA36wwow:$5 05.
wow$5uwowomomOommwWm<5wKmg?smsooUwommwom$2.59353.8..nos.0:owmco?K3.mm.
No3$5mwwzommooSum.5553oo:6_o5.
Osowwoos"Zo<oB.oowm.N3m.:5Uoumnwsawzmmmcommwo<5€385Enow.SEO:mcmuawaom$5
wo<5<<m5w8n_wosnmsmoowEo5mooow:5CmrmomWomcomosEmsmmmoomm?m$3.$5 uwo_.o9.
.35KnowEmoowwowomEm”m21:55B?mmmosmmwoowoowzwagon:$5Uowwnwsowzman95 O5.
€o:E.53555._§§.§aeam?owoonm?wow35wwo_.5o¢
.35wmwnom3:25w5momm8mND£55353wow:53.8..59BwnmmmosEm:commaow.$5 wo=o§:m
5wBmmooooonmaosmu
>Q—w_wE<=w2.H
>.3358ca_:_.2_..35uwwnam3583.mmwoo8Eoowwowm?E5oo=5w:mowmam£55353
E8:53.39»wow:5wwo_.5oH..35Uowmwadow:<5:mmm_5mo35»5m:35?Bmow5w
wo=o§=m:5axooomosow85£55353.
v3.2.Oo=mww=n:o=..35O3.<3:oosm?wco?$5_uwo_.oo"mEom8wEm:<wow$5Exam5355?
..omo>wE/aw§>EHmZ>ZOmowmogzo...35¢Oo8.oowE:No3.:mc_omS=mm_
ormsmom8:5wwo_.ooHEmsmooocwunow8mmmsmoooow$5Envm?Exam,95034 B5
omwywwzmzw<3:ooow&=m88oomcwo93mB:8m=<-mooow8.o_oWEEmommmsmm
owomcoom.
0._.:._..§.3=5==o..3:mBmmmmaosmmwoowoowzoosmocomEowwoo?93$::5:woow$5
owomdo?€53953?»wow$5:9:BmwmasmsoomwommimWmmmmsomvmommoamso»5wBEm5
coo:85oxumwmmosow95E33?cwwwmHOscnwoow.a§.
U.ZEm»:..=..3505.BEUowmwadowzwmwoo8333535385ag?mmmooEmsI Woimam
Waco:Oommw3d<owgmmwzosmsooUwommgm_uwo_.59:.$35Oo8cow3.NSmmm:5 cmmmmwow
$5wwo_.ooHB?mmmoo.8:::5wo=o§:mQmwmmommosm.AGENDA ITEM #4. a)
‘h>4
5533.35356525..35.5555wow9555355$556555ow.5552355o5w5<555:55:
<5:555o=$wE5m$5555ow.$55513515558.55Euaow333955555wow&&555$5
_o€5w5&3$d<5w.?=$mm$o=51:.555ow_5E5w5m5:55555wE$35:$588_<m_:5 ow$5
33523:533%wow565535ow.5o5w5<55w5€=5w559535ow5555555msm<5wmm5owG
u5w55w:.m5wE.$5w5xw_mE5n_$5885>uu5:n=x.9.52.3552.&5o_.:_u=m_..n55:...
3:55:538135525on5on_8<555.3.6:muméiam.
m.>=5w5€w_5w5585585,5:.553559soon:mw5mc:m5w$55:w<5:B5$_omo_om<.
5.€532mam$5§:5E55$_oow5&5:.3.$53535155U5wmw$w5w:c<:.3uUv<3:5o=55$
5.555%5um<<w:w_mQ585$553555830558.$d<5w..3505155:0358$5<5 m
w5uw555:8$<563358589:55$55.555%5o=55$ow_ow5u5€w:w_m553.
5.1359?SE8:55”5.555%5o5w5<55um€=5w5o:w:5mamw5.E8:355$5 go
wE$mm$ow_5$5w=5_5mamSEw5wow.$55555ow$55559555.555%8€95 mam$5
33350..355wm€w5w8:355$5go5um€w:w_m5$5w_w5_555:5.O$_mwE5_mamWo<m_
IE5353555353585550355555<5:.555oow&w_m8m53$.$55.555%5um€w:w_m
5585$5B5558305%:E<5w.35555wm€=5w5o=w:5<5:.5555585<5_=m5
wE$mm$ow_5c55555.<<$5w5m5$5w5nE595555mw_wowBm$ow_m_.
5.H"355555589.3555soon9:25538.$5»$53u5w55w:wwmiwscwsm<5wmm5SE .55
m55oww6=5$5m.uwo<E5n_$53$52<oB3523:5$5wE5_55533355555m95
w:w5$o:m_5ow::$ow_.:$53m5w55w:B53355m<5wmm5$55so”.555:m5$:5<5n_5%$5
5555555ow$5was<58.m$5w535555.$59?mmw5558m5<5_owm5ow_$w_m5w5<Em:
mam$ww6_5w:5w:m_8w:m$<5wE$mm$ow_:5m5:w5585w_5cw5$53u5w55w:wwnwmwscws
m<5wmm5$555E5<5m5%$53953wo=o§w_m535555.<53.»mm&$ow_m_wE$mm$ow_8
5oBu5w_5m8wow$55:B:_m$<55$_ow$.m=.3.$5565383555owm:5w:m$<5 wE$mm$ow_35
%_&2_.$55mmw55ww5w:SE.55mB5wE5mm5w555$ow_Q..3595w_.E5$ow_m_5ow::$ow_
51815wow$55$:Sw5_5535:.55555555cm:onu$_<555_5w:5w5eamw55:3o_5B5w_8_8
$5G55853m<5wmm55w:5wmm..35555558.35%3$555¢ow$:5mmw55:5w:E
>_uu5:&x52.25.55.5.22.5Im_=o£5:5wo_=:m_.=__5mum<<:__..m953:5.»
5..35Q?mmw5558Bow:8w5$55:B:5wmom5.:ow555$.<5mwmamB5585 $5
ww:$mm$ow_5$5wE5_5855555$5<:55”$5Ed55m_53515wwa8E3355$5 5$5E5_
E55ww55ow.5515.3335553555533355,5:5553555§$:w_ow5<55wow
5955355$5w$Q55m_51515mw5:9555m:55
w.:$5G35553E53553m<5wmm5mom:5:5»ow55855555cw$5_o5m5Ew_mow$5
555$.<5mwwo=o<<5m535555.$5:$55335552.w5nEw5w:5w:35553555BE so
mm&$ow_m_ww:$mm$ow1539:35wow5wm<<w:w_m336.555.533.5%$55cwwE_m$<5 m<5wmm5
w5Bm55aowm,co<5Gw5w55w:.AGENDA ITEM #4. a)
AGENDA ITEM #4. a)
'5 u
H
N
1‘
upu.~vur
o.H:Ecoo<oE83wswowHca<ama8mo=H589 mmc_oo§=m Em?E Hcobag a 8Bo<oa
wowmswmommos.EmOwwSE38.5wasBEmm8ScamEmcmsm5En _oSoa 1<om8
33.23&8Em?_o<o_m5Eco1<o~.
A.n_:_...;_2.52:2:5.seem.>moocmBoswonsm5%Wmmomoacom5En w3_.ooH
aamaasE»:8co859.2%mmonmaom?sm.HcmmmgmwSE 503%BoE.81:mmommoocm
cumqomn.9“EnW38:Cczqw8mocmam.<<mw2.88 m555:5 omosa ooE8_onomm-
3&2._oom8mcwm?om?owTam.HcoooEmo_onommmoomosSEcocmom8003.636 mooca2
Enoo::o_moomo:SE.EcomoSsm.RomBBoswonsmEomaos.
Ea:2msnomwmnomEamoocm38mSEomcmommmimoms?:$._-8&=m cwm?om?.9“:5
&&m&38:.moSo<om.KEmwomv%&m5mmoocmmciw32:3 SE38 moocmom950:8
omB08.Hcaocmco?:505:83%:cwm?om?.owEcoEcnmmw8Eocmon.<<mwZ.5 oxoomm9°
Ecocmowmaocsmmooca.5?cwmam£5:"cow8-n_8mmomoocm5%."can mmmEosm_
aamaa:83.3%HcmmE339SEcooosmaomom.:.mEmcmoS o<oB ooosmmon $5 Gamma
wzamcnsmEcoBoswoasmR39"cm.88SEcocmom8883350 W"cmmoocm8%Bmw
ooocaa9.58$53%ESo<oEom8EnBmw?osmsoo mmommgm38.nor
m.32:81:35Na2.3:.Hcamamcm:ooo?mm%E_&5 En Bamaa:Ems.axon?mm
wo8:mm=waoamacw"coOoaumwand:ommmRosinacw2:2 38.mo”Raaa.
m.Wam?éaa1cam.Hcacwwcmm8mQ.<am:nmsa8oswomoo"ca 835 ow9;Bamaas
wmaooasosnBEEco835mowEmH.:..>.
Q.>5m=9=a=n.HcoOwwBmwnoacom?msEsosmao?8 Hcmmmmaoo?oaK.EcoBmamwnos
Bommcmommwoowmommco<o8552cm§E§8§_95 8 cswonomooso#o:Bm8=oommcocmm3%
Euoddwmsm.oc8EEmSamamwa.=m8BEEmmm?mnm.o8.>:wm?osm?o?mcm=cm23.mo”8
B:8m_mm_.ooBoEm3.ao<oacw"coUoumacdosr
E.Hanimawmoa.HcaocsmmmosowEmOwwEmoosmsmoi£8:m“T89 magmacanEcoExam
saga.:OmU>WE<mw_<_Ezamz>zomUWmUQ~ZQ:.38¢Oo8com Z:No3.BE :3,
>3Eommo:2o.33.5Ecoo<oEEco%&m5m3::5 Banana W03 u?mo?8 302.mam
mmaaaaa?SEconondwsmnomcwmwismS38:bosomow853330?mam"cmE?»SE co
a§=%._.
¢<>mH.=ZQHOZUmixwazmza omEm?
>ZU¢<FUb=um
U>1EmU9%omZ58:~39
05,4.AGENDA ITEM #4. a)
AGENDA ITEM #4. a)
AGENDA ITEM #4. a)
AGENDA ITEM #4. a)
AGENDA ITEM #4. a)