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HomeMy WebLinkAboutORD 5807 ClTY UF RENTON, WASHINGTON �RDfNANCE N0. 58Q7 AN tJRDINANCE C1F THE CiTY {3F RENTON, WASHINGTON, GRANTING UNTCt SPRINT Ct)MMUNICATIONS COMPANY L.P. AUTHORIZED TO DO BUSINESS WITHIN THE STATE OF WASHINGTON, ITS AFfIL1ATES, SUCCESSORS AND ASSIGNS,THE RIGHT, PRIVILEGE, AUTHORITY AND MASTER PERMIT TO INSTALL C�MMUNICATIONS FACILITiES UNDER, ALONG, OVER, BELOW AND THROUGH AND ACRO55 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, QOES ORDAIN AS FQLLOWS: SECTlON 1. Definitians Far the purposes of this Franchise and any attachments, the follawing defined terms, phrases, wards 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 nat capitalized, and words in the singular include the plural. Undefined words shall be given their commQn and ordinary meaning. 1.1 Administratar: IVleans the Administrator of Renton's Cammunity and Economic Development Departmer�t or designee, or any successor affice responsible for management of Renton`s public praperties. 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 andjor excavating to remove, replace, repair, and restore existing pipeline(s) and/or Facilities. 1.3 Cost; Means any costs, fees, or expenses, including but limited to attorneys' fees. 1 ORDINANCE N0. 5807 1.4 Facilitv or Facilities: Means, collectively or individually, any and all 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 alt of the foregoing, whether the same be located over or under ground. 1.5 Franchise: Means this ordinance and any related amendments, attachments, exhibits, or appendices. 1.6 Franchise Area: Means all present and future Renton Rights-of-Way for public roads, alleys, avenues, highways, streets, and throughways 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. 1.7 Franchisee: Means Sprint Communications Company L.P., 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. 1.8 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 2 ORDINANCE N0. 5807 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 ("Environmental Law"); 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. 1.9 Laws: Means any federal, state, or municipal code, statute, ordinance, decree, executive order, governmental approval, guideline, permit, procedure, regulation, regulatory program, order, rule, specification, 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 — 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. 1.10 Parties: Means the City of Renton and Sprint Communications Company L.P. 1.11 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. 3 ORDINANCE NtJ. 5807 1.12 Public Ways: Means any highway, street, alley, sidewalk, utility easemen# (unless their use is otherwise restricted for other users}, ar other public Rights-of-Way for motor vehicles ar any other uses under Rentan's cantrol andJor in its jurisdictional baundaries, consistent with RCW 47.24.020 (Jurisdiction, contral) and 47.52.090 (Coaperative agreements — Urban public transportatian systems — Title to highway — Traffic regulations — Underground utilities and overcrossings — Passenger transpartation — Starm sewers — City street crossings}. 1.13 Ri�hts-of-Wav: Means the surface and the space above and below streets, roadways, highways, avenues, courts, tharaughfares, lanes, alleys, sidewaiks, easements, and similar Public Praperty, Public Ways, and areas located within the Franchise Area. 1.14 Tariff: Has the meaning provided in WAC 480-80-03Q (Definitions}, or such similar definitian 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, aver public service companies and/ar competitive telecommunication service companies, and such competitive companies must file tariffs in accordance with WAC Chapter 480-80. (WAC 480-120-026 (Tariffs}). 1.15 WUTC: Means the Washingtan Utilities and Transpartation Cammission ar such successor regulatary agency having jurisdictian over pubiic service andJor telecommunicatian service companies. 1.16 Work: Means to construct, excavate, install, maintain, remave and/or repair by, for, or at Franchisee's request. SECTION I1. Purpose 4 aRDINANCE N0. 5807 2.1 Conditions: The purpase 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 caoperatively in the public's best interests after this Ordinance becomes effective. This Franchise is granted subject to Rentan's iand use authority, pubiic highway authority, police powers, and franchise authority, and is conditioned upon the terms and conditions provided in this Franchise, and Franchisee's compliance with all Laws. 2.2 Risk and Liabilitv: By accepting this Franchise, Franchisee assumes all risks or liabilities related to the Franchise, with na risk or liability conferred upon Renton, except as set forth herein. This Franchise is granted upon the express conditian that Rentan retains the absolute autharity ta grant other or further franchises in, under, on, acrass, over, thraugh, 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, ar 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, induding the dedication, establishment, maintenance and improvert�ent of al! new or existing Rights-of-Way, Public Praperty ar Public Ways. SECTION lil. Privileges Canveyed 3.1 Franchise Granted: Pursuant to the Telecommunication Act of 1996 § 253(c}, RMC Chapter 5-19 and the iaws of the State af Washington inciuding, but not limited to, RCW 47.24A20 (Jurisdiction, control�, RCW 47.52.090 (Cooperative agreements — Urban public transportation systems — Title to highway — Traffic regulations — Underground utilities and avercrossirtgs — Passenger transportation — Storm sewers — City street crossings}, RCW 5 ORDINANCE NO. 5807 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 partnership, and its successors and assigns (subject to and as provided for in Section VI, 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 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. The terms and conditions of this Franchise shall not be construed to apply to Facilities located outside of the Franchise Area. This Franchise shall not convey to Franchisee any privilege to install Facilities on or to otherwise use city-owned or leased properties or easements outside the Franchise Area. 3.3 Principal Use Limitation: This Franchise shall not authorize a principal use of the Franchise Area for purposes other than the provision of telecommunications, private line, and internet access services. Franchisee may, infrequently, make or allow incidental use of excess capacity of Facilities within the Franchise Area for other purposes. 6 ORDINANCE NO. 5807 3.4 Franchise is Non-Exclusive: As detailed in Section VIII, 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 Separate 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. 3.6 Acknowled�ement: 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 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. tnstead, Franchisee will promptly advise Renton of the potential invalidity or illegality, and the Parties will meet within thirty (30) calendar days and endeavor jointly to amend this Franchise to cure the invalidity or illegality. 3.7 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. 3.8 Existin� Facilities Outside Franchise Area: Existing Facilities installed or maintained by Franchisee in accordance with prior franchise agreements on public grounds and 7 C1RDiNANCE N0. 5807 places within Rentan (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 focation where such Facilities exist as of the effective date of this Franchise for the term of this Franchise; provided, however, that no such Faciiities may be eniarged, improved ar expanded without Renton's prior review and approval pursuant to the provisions af any applicable Laws. 3.9 Third Parties: Nothing in this Franchise shall be construed to create or confer any privilege or remedy upon any person(s� other than Renton and Franchisee. No ac#ion may be commenced or prosecuted against any Party by any third party claiming as a third party beneficiary a# this Franchise. This Franchise shafl not release or discharge any obligatian or liability af any third party to either Party. SECTION IV. Term 4.1 Len�th of Term: Each of the provisians of this Franchise shall became effective upon Franchisee's acceptance of the terms and conditions of this Franchise and shall remain in effect for ten (1Q) years, unless it is terminated pursuant to Section XIII,Termination, Violations, and Remedies. At any time not more than twa (2} years nor less than one hundred and eighty {18Q) calendar days befare the expiratian of the Franchise Term, Franchisee may make a written request and Renton may consider, at its sole discretion, renewing this Franchise for an additionai five (5) year renewal period, unless either party expresses its intention in writing to terminate this Franchise at the conclusian af the ten (10) year term. 4.2 Extension upon Expiration: If the Parties fail to formally renew ar terminate the Franchise prior ta the expiration af its term or any extensian, the Franchise shall be extended on a year-to-year basis unti!the Franchise is renewed,termir�ated or extended. 8 ORDINANCE N0. 5807 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 reasonable 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. 5.2 Utilitv 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(1)(d) (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. 9 ORDINANCE RIO. 5807 5.4 Cost of Publication: Franchisee shali bear the entire Cost of pubiicatian of this Qrdinance. 5.5 Permit Fee: Franchisee shail be subject to all permit fees associated with activities undertaken through the authority granted in this Franchise or under Laws. 5.6 Emer�ency Fee: Franchisee shall promptly reimburse Renton for any and all Costs incurred by Rentan while responding to any emergency involving the Franchise. 5.7 Reimbursement Period: Franchisee shall reimburse Renton within Farty-five (45} calendar days af Renton's submitta! of an itemized billing for reasonably incurred Casts, itemized by praject, for �ranchisee's proportianate share of all actual, identified expenses incurred by Renton in pianning, canstructing, installing, repairing, aitering, 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 Citv Council Appraval Required: Franchisee may not sell, assign,transfer, lease ar dispose of this Franchise, either in whole or ir� part, and Franchisee may not pass title or permit it to vest, either legally or equitably, in any person or entity without the passage af an ordinance or resolutian, pravided that Franchisee may assign this Franchise to a parent or affiiiate upon priar written notice to City. Such consent shall nat be deemed to waive any of Renton's rights to subsequently enforce Franchise related non-compiiance issues that existed at ar before Renton's consent. For the purposes of this section, a merger or corparate reorganizatian of any entity controlling, controlled by or under cammon control with Franchisee shall not be deemed a transfer or assignment. 10 ORDINANCE Ri�. 5807 6.2 Acceptance: I# Renton consents, within thirty (30) calendar days of that cansent, Franchisee shali file with Renton a written instrument evidencing such sale, assignment or #ransfer of ownership, with the assignee(s} ar transferee(s) acceptance of the Franchise and all of its terms and canditians. SECTION VII. Compliance with Laws- Reservation of Powers and Autharity 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 "+n this Franchise or r►at. 7.2. Incorparation af RMC 5-19. Telecammunications Cicenses and Franchises.: The conditions, pravisions, requirements and terms and af RMC Chapter 5-19 are fully incorporated by reference into this franchise agreement, unless the language of this agreement requires a different act or omission. 7.3. Reference to Specific Law or Order: Upon written inquiry by either Party, the other Party shall pravide a specific reference ta the federal, state, or laca! law or the WUTC order or action establishing a basis for such Party's actions related to a specific Franchise issue. SECTION VI11. Non-exclusive Franchise 8.1 Non-exclusive: As provided in subsection 3.4, this Franchise is non-exclusive, and as a resuft, Renton expressly reserves the right to grant other or further franchises or to use the Franchise Area itseif; provided that such uses da not unreasonably interfere with Franchisee's use and placement of its Facilities across, alang, belaw, in, over, through, or under, the Franchise Area. 11 ORDINANCE NO. 5807 8.2 Renton's Use of Franchise Area: This Franchise shall not prevent, prohibit, limit or affect Renton's use af the Franchise Area, consistent with #his Franchise; or Renton's jurisdiction over the Franchise Area. The Parties agree that Renton reserves and retains all of its statutary, inherent and other powers and franchise authority, as they exist or shali exist. SECTION IX. Permits, Construction and Restoration 9.1 Free Passa�e of Traffic: Franchisee shall at al! times maintain its Facilities within the Franchise Area so as not to unreasanably interfere with the free passage of traffic, pedestrians or the use and enjayment of adjoining praperty. Franchisee shall at all times past and maintain praper barricades and comply with alf applicable laws, safety regulations and standards during such period of constructian. 9.2 Permi# Applicatian Required: Except in the event of an emergency, Franchisee shall first obtain all required dacumentation and approvals, including permits from Rentan to perform Wark on Franchisee's Facilities within the Franchise Area. The permit application shall contain detailed plans, maps and specifications shawing 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 ta be used, manner of excavation, constructian, installation, backfiil, erection of temporary structures and facilities, erection of permanent structures and facilities, traffic contral, traffic turnouts and road obstructions, and aii other necessary informatian. Franchisee shali submit to Renton as-built plans and, when available, digital facility lacatian data in a farmat compatible with the City's geographic Information system. Such Work shal! only commence upon the issuance of required permits, and payment of the assaciated fees, which permits shall not be unreasonably 12 aRDiNANCE N�. 5807 withheld, conditioned or delayed after submission af a complete application. Franchisee sha!! f�rther infarm Renton of any time or date that Franchisee is performing Work within the Franchise Area to allow Renton to inspec# such work. Undergrounding Wark wi#hin City streets shai) be accompiished through boring rather than open trenching whenever reasonably feasible. 9.3 Boring Required: Work involving undergrounding of Franchisee's facilities within City streets sha!! be accomplished through boring rather than open trenching whenever reasanably€easible. Franchisee wiil CCTV aii Renton owned sewer and storm drain lines on the baring route follawring compietion af the boring work and prior to activating the facility being constructed to verify that these Renton owned lines were not damaged by the baring work. Upon request from Franchisee, Renton may allow for other methods to meet the requirement as may be appraved by Renton as part of permitting, 9.4 Dama�e Repair: If Renton utilities are damaged by boring or trenching Franchisee crews wil! promptly notify the apprapriate Renton staff. Franchisee will be responsible far excavating and shoring for the repair, and praviding appropriate traffic control measures. Renton maintenance staff will provide the appropriate repair couplings and piping and perfarm the repair work. After the repair is complete Franchisee crews wil! back fiil and restore the surface. Franchisee shall reimburse Renton for all expenses incurred by Renton that are directly related to the repair of any lines damaged by the baring activity. 9.5 Facilitv Placement: The parties intend that the specific location of Facilities within the Franchise Area (and similar facility-related matters of a specific nature requiring 13 QRD{NANCE N0. 5807 detailed case-by-case analysis} is to be determined in accordance with applicable �.aws {�ncluding, withaut limitatian, rights of appeal). 9.6 Lateral Support: Whenever Work on Facilities within the Franchise Area have caused or cantribute to a condition that appears to substantiaily impair or substantialiy 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. In the event that Franchisee fails or refuses to take prampt act+on, ar if an emergency situation requires immediate action, Renton may enter the Franchise Area and take any action necessary ta protect the publ'rc, any Public Way, Public Property, and Right-of-Way, and Franchisee shali be liable to Renton far all costs, fees, and expenses resulting from that necessary actian. This provision shall survive the expiration, revocation or termination of this Franchise. 9.7 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 determinatian of there being a substantially equivalent alternative shall be at the sale determination of Rentan. 9.8 Bond Requirement: Before undertaking any of the Wark 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 carporate surety authorized to operate a surety business in the State of Washingtan, in such sum as may be set and appraved by Rentan as sufficient ta ensure performance of Franchisee's obligatians under this Franchise. Franchisee shall post a Performance Bond in the amount of twenty-five 14 oRa�rvANCE rvo. s$a� thousand doNars ($25,OQ0) that shall remain in effect for the term of this Franchise. The bond shai! be conditioned sa that Franchisee shail observe ali the covenants, terms and conditions and shall faithfully perfarm all of the obligatians af this Franchise, and to repair or replace any defective work or materials discovered in the Franchise Area. The band shail ensure the faithful performance of Franchisee's obligations under the Franchise, including, but not limited to, Franchisee's payment af 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 assaciated with maintaining the band. Additianally, if Renton determines that the Performance Bond is inadequate to ensure Franchisee's performance of a project, Franchisee shall post any additional bands required ta guarantee perfarmance 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 Rentan's bond requirements by posting a single on-going performance band in an amount approved by Rentan. 9.9 Warkmanship: AI! Work done by Franchisee or at Franchisee's direction or on its behalf, induding all Wark performed by contractars or subcantractors, shall be cansidered Franchisee`s Wark and shall be undertaken and campleted in a workmanlike manner and in accordance with the descriptions, plans and specifications Franchisee provided to Rentan, and be warranted for at least two (2} years. Franchisee's activities (including work done at Franchisee's direction ar on its behalf) shall not damage or interference 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 praperty, and shall not 15 tJRDiNANCE N0. 5807 endanger the safety of or injure persons and praperty. Frar�chisee's Work shall comply with all appiicabie laws. 9.10 Material and Installation Methods: As a conditian of receiving the privilege to work within the Franchise Area, Franchisee sha(i assume full responsibility for using materials and installation methods that are in full compliance with city standards and shall verify this by the submittal af documentation of materials and testing reports when requested by Renton. All costs for performing an-site testing, such as compactian tests, shall be borne by Franchisee. 4.11 Dama�e Durin� Work; In case af any damage caused by Franchisee, or by Franchisee`s Facilities to Franchise Area, Franchisee agrees ta repair the damage ta conditians that meet or exceed requirements established by the Washington State Department af Transpartation, at its awn cost and expense. Franchisee shail, upon discavery of any such damage, immediately notify Renton. Renton will inspect the damage, and set a time limit for completion of the repair, such time (imit to be no (ess than thirty (30� days from Franchisee's receipt of written natice. If Renton discovers damage caused by Franchisee to the Franchise Area, Renton will give Franchisee written notice of the damage and set a reasonable time limit af na less than thirty (30) days follawing Franchisee's receipt of written notice in which Franchisee must repair the damage. In the event Franchisee daes not make the repair as required in this section, Renton may repair the damage, to its satisfaction, at Franchisee's sole expense. Franchisee wiil reimburse Renton within thirty (30} days following receipt of written notice together with reasanable supporting documentation evidencing such expense. 16 ORDINANCE Nd. 5807 9.12 Member of Locator Service: Franchisee shal! cantinuously be a member of the State of Washingtan ane number locatar service under RCW 19.122, Underground Utilities, ar an approved equivalent, and shall eomply with all applicable �aws. 9.13 Restoration Requirements: Franchisee shali 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 to the condition existing immediately prior to such Work. All restoration af Rights-of-Way, sidewalks and other improvements or amenities shal! conform to the Gty of Rentan Standard Specifications for Raad, Bridge and Municipal Constructian and the Ci#y af Rentan's Trench Restoration Standards in effect at that time, and be warranted for at least two (2} years. Restoration sha11 inciude all landscaping, irrigation systems and trees. Renton shail 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 pravisions are not in conflict or inconsistent with the express terms and canditions of this Franchise. 9.1�t Survev Monuments: All survey monuments which are disturbed or displaced by Franchisee in its perfarmance of any wark under this �ranchise shall be referenced and restored by Franchisee, in accordance with WAC 332-120, (Survey Monuments — Remova) or Destruction), and other applicable Laws. 9.15 Failure to Restore: If it is determined that Franchisee has failed ta restore the Franchise Area in accord with this sectian, Renton shall provide Franchisee with written notice including a description of actions Renton believes necessary ta restore the Franchise Area. If Franchisee fails to restore #he Franchise Rrea in accord with Renton's notice within thirty (30) 17 4RDINANCE NtJ. 5807 calendar days of Franchisee's receipt of that notice, Renton, ar its authorized agent, may restore the Franchise Area at Franchisee's sole and camplete expense. Franchisee wili reimburse Renton within thirty �30) days fallawing reeeipt af written notice together with reasonabie supporting documentatian evidencing such expense. The priviiege granted under this section shali be in addition to others provided by this Franchise. SECTION X. Coordination and 5hared Excavations 10.1 Coardination: The Parties shall make reasonable efforts to coordinate any Work that either party may undertake within the Franchise Area to promote the orderly ar►d expeditious performance and campfetian af such Wark, and to minimize any delay ar hindrance ta any constructian wark undertaken by themselves ar 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 ta undertake Work. Franchisee and Renton shall further each exercise its best efforts to minimize any delay ar hindrance to any construction work either may undertake within the Franchise Area. Any associated costs caused by any construction delays to Rentan or ta any cantractor warking far Renton due to Franchisee's failure ta submit and adhere ta Franchisee's plans and schedule in relocating or installing Franchisee facilities shall be the sale respansibility of Franchisee, provided, however, Franchisee shall not be responsible for such costs to the extent such constructian deiays are due to circumstances beyond the reasonable control of Franchisee. Franchisee shail, 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. 1$ ORDINANCE RI4. 5807 1Q.2 loint Use Trenches: If Franchisee ar Renton shall cause excavations to be made within the Franchise Area, the party causing such excavatian ta be made shall afford the a#her, upon receipt of a written request ta da so, an opportunity to use such excavation, provided that: (a} such joint use shail not unreasonabiy delay the work of the party causing the excavation to be made; and (b� such jaint use shall be arranged and accomplished on terms and conditions satisfactory to both Parties. 10.3 Joint Use Policies: Renton may, during the Franchise Term, adopt palicies with respect to the Franchise Area which encaurage join# use af utility facilities within the Franchise Area. Franchisee shaH coaperate with Rentan and explore oppartunities for joint use of utility facilities within the Franchise Area 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 ar�y Hazardous Substance, pesticide, herbicide, or other hazardous material within the Franchise Area without prior written appraval af Renton. Renton will nat unreasanably withhald appraval, but such applicatian must be in conformance to the aquifer pratection regulations of Renton. t# Franchisee shali first obtain Renton's appraval ta appiy a specific product in accordance with a defined procedure on an angoing basis throughout the Franchise Area, it shali not thereafter be necessary for Franchisee to abtain Renton's approval on each occasion such product is applied in accordance with such procedure. Franchisee shall notify Renton of any accident by �ranchisee invalving Franchisee's use of Nazardous Substances within the Franehise Area. 19 ORDINANCE NO. 5807 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 sha�l, 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 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 related to environmental mitigation requirements imposed, by operation of applicable Laws or otherwise. SECTION XII. Emergency Work- Permit Waiver 12.1 Prompt Response Reauired: In the event of any emergency involving damaged Franchisee Facilities located in or under the Franchise Area, or if Franchisee's Facilities within 20 �RDINANCE NO. 5807 the Franchise Area pose an immediate danger to the property, life, health or safety of any individuai, Frar�chisee shali, upon receipt of notification fram Renton of the existence of such condition, immediately take those actions as are necessary to carrect the dangeraus conditian. 12.2 Permit Deferred: if an emergency accurs that requires Franchisee's immediate actian for the protection af Facilities, Renton's property ar any individual's property, life, health ar safety, Franchisee may act immediately to correct the dangerous candition without first obtaining any required permit so long as: (1) Franchisee notifies the Fire Department through the dispatch system of the emergency; and {2} Franchisee infarms Renton's permitting authority of the nature, locatian, and extent of the emergency, and the wark to be performed, priar ta commencing the work if such natificatian is practicai, ar where such prior notification is not practical, Franchisee shall notify Renton's permitting authority on the next business day; and (3) such permit is abtained by Franchisee as soon as practicable foilowing cessation of the emergency. 12.3 Public Service Obli�atians: Nothing in this section is intended, nor shall it be construed, as a hindrance to Franchisee's ability ta take such actions as it deems necessary to discharge its public service obligatians in accardance with the laws of the State af VtJashington. Nothing in this section is intended, nor shal! it be canstrued, as preventing Rentan from recavering from Franchisee, if otherwise so ent+tled in accordance with applicable faw, any extraordinary costs in responding to an emergency situation involving Franchisee's Facilities. SECTtON XIII. Records af 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 impravements, 21 ORDINANCE N0. 5807 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 Drawin�s: 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 Desi�n 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 by excavating (e.g., pot holing), if necessary, at no expense to Renton. tn the event Franchisee performs such excavation, Renton shall not require any restoration of the disturbed area in excess of restoration to the same condition as existed immediately prior to the excavation. 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 information to any Third-Party without the prior approval of Franchisee, unless the Third-Party is an authorized governmental entity of any tier or a public records requestor. 22 ORDINANCE N0. 5807 13.5 Utilitv 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 Consistent with RMC 4-6-090.0 (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 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. SECTION XV. Relocation of Franchisee's 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 and capital improvement projects, and should any conflict arise with Renton facilities, Franchisee shall, at its own cost and expense, conform to the utilities and capital improvement projects of Renton. 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. 23 ORDINANCE N0. 5807 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's 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's project. Franchisee shall relocate such Facilities within the Franchise Area at no charge to Renton. 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 Franchisee's plans and schedule in relocating or installing Franchisee's Facilities. 15.3 Emer�encv 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-Partv 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 24 ORDINANCE N0. 5807 time and upan terms acceptable to Franchisee for any and all casts and expenses incurred by Franchisee in the relocation of Franchisee's Facilities. 15S Third Partv Constructian af Citv identified Proiect: Any conditian ar requirement imposed by Renton upon any third party (including, without iimitation, any condition or requirement imposed pursuant to any contract or in canjunction with appravais or permits obtained pursuant to any zoning, land use, canstruction or other development regulation� which requires the relocatian of Franchisee's Facilities within the Franchise Area, then Franchisee shal! relocate its Facilities; provided, however, in the event Renton reasor�ably determines and notifies Franchisee that the primary purpose of imposing such candition or requirement upon such third party is ta cause ar facilitate the canstruction of a Public Works Project to be undertaken within a segment of the Franchise Area an Rentan`s behalf and consistent with Renton's Capital Investment Plan; Transportation Improvement Pragram; 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 shal! atherwise relacate its Facilities within such segment of the Franchise Area in accordance with Subsection 15.1. 15.6 Alternatives: As to any relacatian af Franchisee's facilities whereby the cast and expense is to be borne by Franchisee, Franchisee may, after receipt af written notice requesting such relocation, submit in writing to Rentan alternatives to relocation of its Facilities. Upan Renton's receipt from Franchisee of such written alternatives, Renton shall evaluate such alternatives and shall advise Franchisee in writing if ane or more of such alternatives are suitable to accommodate the work which would otherwise necessitate relocation of 25 ORDINANCE N0. 5807 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. 15.8 Indemnitv for Delav: Franchisee shall indemnify, hold harmless, and pay the costs of defending Renton against any and all 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 pursuant to the provisions of this Agreement, though Franchisee shall not be liable for damages due to delays that were out of Franchisee's reasonable or expected control. 15.9 Forfeiture: If the Parties mutually agreed upon memoranda of understanding provided for by this section are not in place within one hundred and eighty (180) calendar days of effective date of this Ordinance then Renton may, at its option and by ordinance, declare this Franchise forfeited. 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) calendar days after such abandonment or cessation of use. Any plan for abandonment or removal of Franchisee's Facilities within the Franchise 26 QRDINA(VCE NtJ. 5807 Area must be first appraved by the Administrator, and ail necessary permits must be obtained priar to such Work. 16.2 Removal: In the event of Franchisee's abandonment or permanent cessatian of use of any portian of its Facilities, or any portion of the Franchised Area, Franchisee shall, within one hundred and twenty (120) calendar days after the abandonment or permanent cessation of use, remove the Facilities at Franchisee's sale expense. However, with Renton's express written consent, Franchisee may, at Franchisee's sole cost ar►d expense, secure the Facilities in such a manner as to cause it to be as safe as is reasonably possible, by remov'rng all fines, canduits and appurtenances, in compliance with a!I Laws, and abandan them in place, provided that any aboveground Facilities shail be removed at Franchisee's sale expense. 16.3 Restoration: in the event of the removal of all ar any portian of the Faciiities, to the extent reasonably possible, Franchisee shall restore the Franchise Area to it pre-installatian condition. Such restoration work shall be done at Franchisee's sole cost and expense and to Renton's reasonable satisfactian. If Franchisee fails to remove or secure the �acilities andfar fai{s ta restore the premises or take such other mutually agreed upan action, Renton may, after reasonable natice to Franchisee, remave the Facilities, restare the premises or take such other action as is reasonably necessary at Franchisee`s sole expense and Rentan shall not be liable for any damages, losses or injuries. This remedy shali not be deemed to be exclusive and shall not prevent Renton from seeking a judiciai order directing Franchisee to remove its Facilities. 16.4 Administrative or Abandonment Fees: Renton's consent to Franchisee's abandonment af Facilities in place shall not relieve Franchisee af the obligatian and/ar costs ta remove, alter ar re-secure such Facilities in the future in the event it is reasonably determined, 27 oRa�rvaNc� rvo. s$a7 as adjudged in Renton's sale discretion,that removal, aiteration or re-securing the Facilities is necessary ar advisable far the health, safety, necessity and/or canvenience af the publ'rc, in which case Franchisee shal) perform such work its sole expense 16.5 Survival of Pravisions: The Parties expressly agree that the provisions of this section shall survive the termination, expiration, ar 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 ar�dJor continue the Franchise, this Franchise shaN be terminated as of the expiratian date. 17.2 Termination bv Breach: If Franchisee materially breaches or otherwise fails to perform, comply with any of the terms and canditions of this Franchise, or faiis to maintain any required license, permit or approval, and fails to cure such breach or failure within sixty (60) calendar days af Rentan praviding Franchisee with written natice specifying with reasonable particularity the nature of any such alleged breach or failure, or, if nat reasanably capable of being cured within sixty (60) calendar days, within s�ch other reasanable period of time as the Parties may agree upan, Rentan may terminate this Franchise. 17.3 Citv Council Termination: This Franchise shall nat be terminated except upan a majority vote af the City Councii, after reasonable notice to Franchisee 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 C?perations: !f the Franchise is terminated, Franchisee shall immediately discontinue operatian of Facilities thraugh the Franchise Area. In such 28 ORDINANCE N0. 5807 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 Ri�ht for Action: Renton'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 Franchisee. 17.6 Franchisee Liabilitv and Obli�ation: Termination shall not release Franchisee from any liability or obligation with respect to any matter occurring prior to such termination, and shall not release Franchisee from any obligation to remove and secure its Facilities and to restore the Franchise Area. 17.7 Iniunctive 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 of the following 29 QRDiNANCE NtJ. 5807 remedies, alone or in combination, in the event Franchisee violates any materia! pravision of this Franchise. The remedies pravided for in this Franchise are cumulative and nat exclusive; the exercise of one remedy shall not prevent the exercise af another ar any rights af Renton at law or equity. 17.9 Renton Default; Remedies: If Renton materially breaches or otherwise fails to perform, comply with any of the terms and canditions of this Franchise, and fails to cure such breach or failure within sixty (6Q� calendar days of Franchisee providing Renton with written notice specifying with reasanable particularity the nature of any such alleged breach ar failure, ar, it not reasonably capabie of being cured within sixty (60) calendar days, within such other reasonable periad of time as the Parties may agree upon, Franchisee may pursue any remedies available to it against Renton at law and in equity, including, but not limited to, the right to terminate this Franchise. Either Party may request a meeting in accardance with Subsectian 18.2. SECTION XVIII. Dispute Resolutian 18.1 Notice of Default: If there is any alleged default as to perfarmance under this Franchise by Franchisee, Renton shall natify Franchisee in writing, stating with reasar�able specificity the nature of the alleged default. Within thirty (30) calendar days of its receipt af such notice, Franchisee shall pravide wri#ten response to Rentan acknowledging receipt af such notice and stating Franchisee's response. Franchisee has sixty (60} caiendar days ("cure period") from the date of the natice's mailing to: A. Respand ta 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: 3Q ORDINANCE N0. 5807 B. Cure the alleged defauit, or; C. Notify Rentan if Franchisee cannat cure the alleged default within sixty {60) calendar days, due to the nature af the default. Notwithstanding such natice, Franchisee shall promptiy take ali reasonable steps to begin to cure the alleged default and notify Rentan in writing and in detail as to the actions that will be taken by Franchisee and the projected completion date. In such case, Either Party may request a meeting in accardance with Subsection 18.2. 1$.2 Meetin�: If any alleged default is not cured or if a meeting is requested, pursuant to Subsections 17.9 or 18.1, Renton shall promptly schedule a meeting between the Farties to discuss any alieged default. Rentan shall natify Franchisee of the meeting in writ'rng and the meeting shall take place not iess than ten (10) cafendar days after Franchisee's receipt of natice of the meeting. Each Party shall appoint a representative who shall attend the meeting, represent their party's interests, and who shall exercise gaod faith to reach an agreement an any alleged default andfor any corrective action to be taken. Any dispute (induding any dispute concerning the existenee of ar any corrective action to be taken to cure any alleged default) that is not resolved within thirty (30} calendar days following the canclusian of the meeting shall be referred by the Parties' representatives in writing to the Parties' seniar management for resoiutian. if senior management is unabie to resoive the dispute within thirty (30) caiendar days af such referral (or such other period as the Parties may agree upon), each Party may pursue resolutian of the dispute through arbitration, or by filing a claim with a court of competent jurisdictian. All negatiations pursuant to these procedures for the 31 �RDINANCE NtJ. 5807 resolution of disputes shai! be confidential and shail be treated as campromise and settlement negatiations for purposes af the state and federal rufes of evidence. 18.3 Additianal Resolution Q�tions: If, at the canciusion of the steps pravided for in Subsections 18.1 and 1$.2 above, Renton and Franchisee are unable to settie the dispute ar 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 autharity ta do so) may: A. Take any enforcement or corrective action provided for by �aw, including the city code; provided such actian does not conFlict with this Franchise's provisians, andJor; B. Request arbitration, pursuant to Section X!X 6elaw; andJor; C. By passage of City ordinance, dedare 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 at law or in equity to which it is entitled under this Franchise or any applicable �aws. 18.A� Continuation af abli�ations: Unless otherwise agreed by Renton and Franchisee in writing, Rentan and Franchisee shall, continue ta perfarm their respective obfigatians 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 ta Arbitration Claims, shall be referred for resolution to the American Arbitratian Association in accordance with the rules and procedures in force at the time of the submission of a request far arbitration. 32 tJRDINANCE N�. 5807 19.2 Discoverv: The arbitrators shall allow appropriate discovery to facilitate a fair, speedy and cost-effective resolution of the clispute(s}. The arbitrators shai! reference the Washington State Rules af Civii Procedure then in effect in setting the scape and timing af discovery. The Washington State Rules of Evidence shali appiy. The arbitratars may enter a default decision against any Party who fails to participate in the arbitration proceedings. 19.3 Compensatorv Dama�es: The arbitrators may award compensatory damages, including consequential damages. Such damages may include, but shall nat be limited ta: all costs and expenses of materials, equipment, supplies, tatilities, consumables, gaods and ather items; all costs and expenses of any staff; a!1 costs and expenses af any labor (incl�ading, but nat iimited ta, labar of any cantractors andjor subcontractors); all pre-arbitration costs and expenses of consultants, attarneys, accountants, professionai and other services; and ali taxes, insurance, interest expenses, overhead and general administrative costs and expenses, and ather costs and expenses of any kind incurred in connection with the dispute. The arbitrator 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 apinion setting farth the findings af fact and canclusions af law relied upon in reaching the decision. The award rendered by the arbitrators shail be final, binding and non-appealable, and judgment upon such award may be entered by any court of competent jurisdiction. 19.5 Each Partv's Casts: Except as provided in Section 19J below, each Party shall pay the fees of its own attorneys, expenses of witnesses, and al! other expenses and costs in connectian with the presentatian af such Party's case including, without (imitation, the cost of 33 ORDINANCE N0. 5807 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 attorney fees, for any subsequent arbitration brought by them in which they are found to be the prevailing party. 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. 19.9 Either party may apply to the arbitrator seeking injunctive relief, until the arbitration award is rendered or the controversy is otherwise resolved. 19.10 Either party may also, without waiving any remedy under this Agreement, seek from any court of competent jurisdiction, any interim or provisional relief that is necessary to 34 ORDINANCE N0. 5807 protect the rights or property of the party, pending the arbitrator's final decision on the merits of the controversy. 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. 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 obligatiohs 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 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 35 �RDINANCE N�. 5807 Franchise. In the event of any conflict or inconsistency between the provisions af this Franchise and the pravisions of any such permit, appraval, iicense, agreement or other document, except as expressly required by laws andjor superseded by such permit, approval, license, agreement or other document, the Franchise provisions shall cantrol. SECTION XXII. Indemnification 22.1 Rentan: In 5ections XXII and XXIII, "Rentan" means the City of Rentan, and its elected officials, agents, emplayees, officers, representatives, consultants (of any level�, and volunteers. 22.2 Indemnification bv Franchisee: Franchisee shall indemnify, defend, nat bring suit against, and hold harmiess Renton, from and against any and every third party actian, claim, cost, damage, death, expense, harm, injury, iiabiiity, ar loss of any kind, in law or in equity, to persons ar property, including reasonable attarneys' and experts' fees and/or costs incurred by Renton in its defense, arising out of ar related ta, directly or indirectly, 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 fram the Faci{ities, including the reasonable casts af assessing such damages and any liability far costs of investigation, abatement, correctian, cleanup, fines, penalties, or ather damages arising under any Laws, including, but nat limited to, Environmental laws, and any action, claim, cost, damage, death, expense, harm, injury, liability, or iass, ta persons or property which is caused by, in whole or in part, and only to the extent of, the willfully tortious ar negligent acts or amissions of Franchisee ar its agents, contractors {of any tier}, employees, representatives or trainees related to Franchisee's granted Franchise privileges. I€any action or 36 .�� QRDiNANCE NCJ. S807 proceeding is braught against Rentan by reason of Franchisee's Facilities, Franchisee shal! defend Renton at Franchisee's sole expense, provided that, for uninsured actions or proceedings, defense attarneys shall be approved by Renton, which approvai shali nat 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 cancurrent negligence of(a) the Franchisee's agents, officers, or employees and {b) Renton, this provisian with respect to claims or suits based upon such concurrent negligence shall be valid and enfarceable only to the extent of Franchisee's negligence or the negFigence of Franchisee's agents ar emplayees except as limited in this Franchise. 22.3 Environmentai Indemnification: Franchisee shaii indemnify, defend, nat bring suit against, and save Renton harmless from and against any and every third party action, claim, cost, damage, death, expense, harm, injury, liability, ar loss, either at law ar in equity, to persons or property, including, but not limited to, casts and reasonable attorneys' and experts' fees incurred by Renton, arising directly or indirectly from: (a) Franchisee's breach of any Environmenta) Laws ar Laws applicable ta the Facifities, or (b) from any release af a Nazardaus Substance an ar fram the Facilities, ar {c} other activity reiated ta this Franchise by Franchisee. This indemnity inciudes, but is not limited to, (a} liability for a governmental agency's costs of removai ar remedial action far Hazardous Substances; (b) damages to natural resources caused by Hazardous Substances, including the reasonable costs of assessing such damages; (c) liabiiity for any other persan's costs of respanding to Hazardous Substances; (dj liability for any investigation, abatement, carrection, cleanup, costs, fines, penalties, ar otner damages arising 37 QRDINANCE N0. 5807 under any Laws; and (e) liability far persanal injury, property damage, or economic loss arising under any statutary or common-law theory or �aws. 22.4 Title 52 Waiver: Franchisee's indemnification obligations pursuant to this section shali include assuming potential liability for actions brought by Franchisee's own empioyees 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 patential liability for actions braught by the aforementianed persons is limited solely ta claims against Renton arising by virtue of Franchisee's exercise af the privileges set forth in this Franchise. The obligations af Franchisee under this section have been mutually negotiated by the Parties, and Franchisee acknowledges that Renton would not enter into this Franchise without Franchisee's waiver of immunity. To the extent required to provide this indemnificatian and this indemnification only, Franchisee waives its immunity under Title 51 RCW as provided in RCW 4.24.115 (Valid'+ty af agreement to indemnify against liability for negligence relative to construction, alteration, improvement, etc.}. 22S Real Estate Indemnitv: Should a caurt of competent jurisdiction determine that tMis Franchise is subject to RCW 4,24.115, (Validity of agreement ta indemnify against liability far negligence relative to construct'ron, alteration, impravement, etc.), as it exists or may be amended, then, in the event of liability for damages arising out of bodiiy injury to persons ar 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 38 ORDINANCE N0. 5807 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 notify Franchisee 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 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. 22.7 Recoverv of Citv 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 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 Ne�otiated: THE PARTIES HAVE SPECIFICALLY NEGOTIATED SECTION XXII, INDEMNIFICATION. 39 oRai�var�c� rto. sso� SECTION XXII1. Insurance 23.1 insurance Required: Franchisee shail procure and maintain for the duration of the Franchise, insurance, or provide evidence of self-insurance, against all claims for injuries ta persons or damages to praperty which may arise fram or in connection with the exercise of the privileges granted by Franchise to Franchisee. Franchisee shall provide to Rentan 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 additiona! insured upon Franchisee's acceptance af this Franchise, and such insurance certificate shall evidence the fallowing minimum coverages: A. Cammercial general liabilitv insurance inciuding but not limited #o, blanket contractuai, praperty damage, operations, explosions and caliapse hazard, underground hazard (XCD) and products completed hazard, with limits not less than five million dollars ($5,000,000) for each occurrence and with limits not less than five million dollars ($5,p00,Op0) in the aggregate for bodily injury or death ta each person, property damage, or any other type of(oss. The coverage amounts set#orth above may be met by a combination of underlying and urr►brella policies so long as in combination the limits equal or exceed those stated, B. Automobile liability for owned, non-owned and hired vehicles with a limit af three millian dollars ($3,OQO,QOQ� for each person and three milHon dollars ($3,QOQ,OOOj far each accident; The coverage amaunts set forth above may be met by a combination of underlying and umbrella palicies sa long as in combination the limits equal or exceed those stated. C. Warker's compensation within statutary limits consistent with the Industrial Insurance laws af the State of Washington. 40 �RDINANCE NO. 5807 23.2 Ciaims Made Basis: if caverage is purchased on a "claims made" basis, then Franchisee warrants cantinuation of coverage, either through policy renewals or the purchase of an extended discovery period, if such extended coverage is available, far not less than three (3) years from the date of termination of this Franchise and/or conversian fram a "claims made" form to an "occurrence" coverage form. 23.3 Deductibles: All deductibles shall be the sole respansibility af Franchisee. The insurance certificate required by #his section shaH contain a clause stating that coverage shal! apply separately ta each insured against wham cla'rm is made ar suit is brought, except with respect ta the aggregate limits of the insurer's liability. 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 an behalf of Franchisee and the endorsement naming Renton as additional insured shall be indicated on the certificate af insurance or certification of self-insurance. 23.5 Primarv Insurance: Franchisee's insurance shall be primary insurance with respect to Renton. Any insurance maintained by Rentan sha11 be in excess of Franchisee's insurance and shall not cantribute with it. Franchisee shall give Renton thirty (30) calendar days prior written notice by certified mail, return receipt requested, of suspens+on, cancellation, or materia) change in coverage. 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 sixty (6Q) business 41 ORDINANCE N�. 5807 days prior written notice to the certificate holder." In the event of cancellation or a decision not ta rer�ew, Franchisee shali obtain and furnish ta Renton evidence of repfacemer�t insurance policies meeting the requirements af this sectian before the cancellatian date. 23.7 Certificates and Endarsements: Franchisee shall furnish Renton with certificates af insurance evidencing the coverage or self-insurance required by this section upan acceptance of this Franchise. The certificates and endorsements shall be signed by a persan authorized by the insurer to bind coverage on its behalf and must be received and appraved by Renton prior to the commencement af any 1Nork. 23.8 5eparate Covera�e: Franchisee's insurance shall contain a clatase stating that coverage shall apply separately to each insured against whom cEaim is made or suit is brought, except with respects to the limits of the insurer's iiabiiity. 23.9 Self-Insurance: In addition ta the foregoing insurance/self-insurance requirements, Franchisee may also insure ar self-insure against additional risks in such amaunts as are consistent with prudent utility practices. Franchisee shall, upon request, provide Renton with s�fficient evidence that such self-insurance is being so maintained. 23.10 Survival: The indemnity and insurance provisions under Sectians XXI! and XXlII shall survive the terminatian of this Franchise and shall cantinue for as iong as Franchisee's FaciHties remain in or an 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 cannection with this Franchi�e, including and not limited to all Work, hiring and employment, neither Franchisee nar its employees, agents, subcontractors, volunteers or 42 ORDINANCE NO. 5807 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 emptoyment or in the administration of the delivery of services or any other benefits under this Franchise. 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. 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, Community and Economic Development Department 1055 South Grady Way Renton, WA 98055 Phone: (425) 430-6588 Franchisee Address: Sprint Communications Company L.P. Attn: Manager, Real Estate KSOPHT0101-Z2040 6391 Sprint Parkway Overland Park, KS 66251-Z2040 Copy Franchisee Notice to: Sprint Legal Department 43 ORDINANCE N0. 5807 Attn: Real Estate Attorney 6391 Sprini Parkway MS: KSOFNTQIQI—Z2020 Overland Park, KS 66251 25.2 If the date for making any payment or performing any act is a legai hoiiday, payment may be made or the act performed on the next succeeding business day which is not a legal haliday. 25.3 The Parties may change the address and representative by providing written notiee 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 af any signed ariginal document and retransm'rssion of any signed facsimife transmission sha{I be the same as deiiuery of an original document. SECTION XXVI. Misceilaneaus 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 ar express warranties, or guarantees as to the suitability, security or safety of the locatian of Franchisee's Facilities or the Franchise Area, or possible hazards ar dangers arising from other uses or users of the Franchise Area, Rights-af-Way, Public Property, and Public Ways inciuding any use by Rentan, the general public, or by other utilities. As to Rentan and Franchisee, Franchisee shall remain saleiy and separately liable far the Work, function, testing, maintenance, repiacement and{or repair of the Facilities or other activities permitted by this Franchise. 26.2 Assi�nees 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. 44 ORDINANCE N0. 5807 26.3 Assi�nment: Franchisee may not assign or transfer tnis Franchise without the written consent of the City Caunci! of Renton, which consent shail not be unreasanabiy withheld. Any assignee or transferee shall, at least thirty �30) calendar days prior to the date of any assignment ar transfer, fiie written notice of the assignment or transfer with Renton, together with its written acceptance af all of the Franchise's terms and conditions. Notwithstanding the foregaing, Franchisee may assign this Franchise, without notice or consent, to any entity controlling, controlled by or under common contral with Franchisee. Franchisee shall have the privi#ege, without such notice ar such written acceptance, to mortgage its benefits ar�d privifeges in and under this Franchise to the trustee far its bondholders. The Franchise terms and canditions shall be bind'tng upon the Parties' respectiue assigns and successors. 26.4 Attornevs' 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 far attorneys' fees, costs, expenses and attorneys' #ees upon appeal of any judgment or ruling. 26.5 Conflicts: If there is a canflict between this and any previous Franchise between the Parties,the terms of this Franchise shall supersede the terms of the previous Franchise. 26.6 Contractors (of anv tier}: Franchisee's cantractors may act an Franchisee's behalf to the extent that Franchisee permits its contractors to do so. Franchisee is respansible for ensuring that Franchisee's contractars have every obligatian, duty and responsibility that Franchisee has in discharging its duties related ta this Franchise. 45 �RDiNANCE NC}. 5807 26.7 Eminent Domain: This Franchise shal! not preclude a governmental body fram acquiring the Franchise Area by lawfu! condemnation, ar Renton from acquiring any portion of the Facilities by lawful candemnation. In determining the Facilities' value, no value shall be attributed ta the right to occupy the franchise Area. 26.8 Force Majeure: In the event that Franchisee is prevented ar delayed in the performance of any of its obligatians under this Franchise by reason(s� beyand the reasonable contro4 af Franchisee, then Franchisee's performance shall be excused during the Force Majeure occurrence. Upan remova) or termination of the Force Majeure occurrence Franchisee shall pramptly perfarm the affec#ed obligations in an orderly and expedited manner under this Franchise ar procure a substitute far such abligation or performance that is satisfactory to Rentan. 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 contral include, but are not limited to, Acts of God, war, acts of domestic terrarism or violence, civil commotion, labor disputes, strikes, earthquakes, fire, flood or other casualty, shortages of #abor ar materials, government regulations ar restrictions and extreme weather conditians. Franchisee shall use alf cammercially reasonable efforts to eliminate or minimize any delay caused by a Force Majeure event. 26.9 Forfeiture and Other Remedies: if Franchisee willfulEy vialates or faiis to comply with any of the Franchise provisions foliowing the expiratian of ali applicable notice and cure periods, ar through willful or unreasonable negligence fails to heed or comply with any natice that Renton may give to Franchisee under the Francnise provisions following the expiratian of all applicable notice and cure periods, then Franchisee shall, at the election of the Renton City 4s tJRDINANCE Nd. 5807 Council, forfeit all privileges conferred and this Franchise may be revaked ar annulfed after a hearing hefd upon reasonabie notice to Franchisee. 26.10 Franchisee's Acceptance: Renton may void this Franchise Ordinance if Franchisee fails to file its unconditionai acceptance of this Franchise within thirty (30} calendar days from the final passage af same by the Renton City Council. Franchisee shall file this acceptance with the City Clerk of the City of Renton. 26.11 Governin� Law: This Franchise shall be made in and shaA be governed by and interpreted in accordance with the laws of the State af Washingtan. 26.12 lurisdiction and Venue: Any lawsuit ar legal action braught by any party to enforce or interpret this Franchise or any af its terms or shall be in the United States District Court for the Western District of Washingtan ar in the King County Superior Court for the State of Washington at the Maleng Regiana)Justice Center, Kent, Washington. 26.13 No DutY bY Rentan: This Franchise neither creates any duty by Renton nor any of its elected officials, agents, employees ar representatives, and no liability arises frorn any action or inactian by Renton or any of its elected officials, agents, employees or representatives in the exercise af their powers or authority. Renton is not required to inspect ar guarantee Franchisee's Work. This Franchise is not intended to acknowledge, create, imply or expand any duty or liability of Renton with respect ta any func#ion in the exercise af its police power or for any other purpose. Any duty that may be deemed ta be created in Renton by this Franchise shall be deemed a duty to the general public and not to any specific party, graup or entity. 26.14 Notice of Tariff Chan�es: Franchisee shall, when making application for any changes in tariffs affecting the provisians of the Franchise, notify Renton in writing of the 47 ORDINANCE N0. 5807 application and provide Renton with a copy of the submitted application within five (5) calendar 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. 26.15 Other Obli�ations: This Franchise shall not alter, change or limit Franchisee's obligations under any other agreement or its obligations as it relates to any other property or endeavor. 26.16 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. 26.17 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). 26.18 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 at law, in equity, or by statutes, unless specifically waived in this Franchise or in a subsequent signed document. 26.19 Section Headin�s: 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. 26.20 Severabilitv: 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 48 ORDINANCE N0. 5807 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. 26.21 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. 26.22 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. 26.23 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. 49 ORDINANCE NO. 5807 26.24 Waiver of Worker's Compensation Immunitv: Franchisee waives its Worker's Compensation immunity under RCW Title 51 in any cases involving Renton and affirms that Renton and Franchisee have specifically negotiated this provision, to the extent it may apply. 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. PASSED BY THE CITY COUNCIL this 27th day of June, 2016. �� � Jason A�Seth, Ci��lerk APPROVED BY THE MAYOR this 27th day of June, 2016. � � • ,� Denis Law, Mayor Approved as to form: .,,vnp,•irv,.,.. ' �,.�,,:.,t.t�tt�.,�Iriii�f \``e��„��" ��°�d�`!'i�i� </:%�"� ,`�` �O2r%- � _ � � Lawrence J. Warren, City Attorney �� �' - ���I, �� � � Date of Publication: Julv 1, 2016 `��� � ,��;�' �i,, �O' ��� ORD:1876:5/18/16:scr �;i;;',,'�c������'���;� %'dPl�u+��nq'� 50 ORDINANCE NO. 5807 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. � Sp 'nt Co munications Company L.P. �� �� By: J mes 8. Farris Its: M nager, Real Estate 51 ORDINANCE N0. 5807 Attachment 1 � , __ � �g_.=_a�_ . �_�y�� � City of �entar� - �` iS:.AtiD . � . :A' F � � weoie' � '�.,. � . 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