ORD 10-655ORDINANCE NO. 10-655
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
FEDERAL WAY, WASHINGTON, GRANTING SEATTLE
SMSA LIMITED PARTNERSHIP DB/A VERIZON
WIRELESS, A NONEXCLUSIVE FRANCHISE TO OCCUPY
RIGHTS-OF-WAY OF THE CITY OF FEDERAL WAY,
WASHINGTON, WITHIN THE SPECIFIED FRANCHISE
AREA FOR THE PURPOSES OF WIRELESS
COMMUNICATIONS SERVICE WITHIN AND THROUGH
THE CITY OF FEDERAL WAY.
WHEREAS, Seattle SMSA Limited Partnership d/b/a Verizon Wireless has requested a
franchise from the City of Federal Way, in order to use space on and air-space above certain rights-
of-way for the installation, operation and maintenance of certain communications facilities which
include requisite antennas, connecting cables and appurtenant equipment; and
WHEREAS, the City Council of Federal Way finds that it is in the public interest to grant
such a franchise, which will specify the rights and duties of Seattle SMSA Limited Partnership d/b/a
Verizon Wireless; and
WHEREAS, RCW 35A.47.040 permits the City of Federal Way to grant nonexclusive
franchises for the use of public streets, bridges or other public ways for, inter alia, conduits, wires
and appurtenances for transmission of signals and other methods of communications; and
WHEREAS, in granting such a nonexclusive franchise, the City of Federal Way reserves
such other powers and authorities granted to Washington code cities by general law;
NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF FEDERAL WAY,
WASHINGTON, DOES HEREBY ORDAIN AS FOLLOWS:
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Section 1. Definitions
Where used in this Franchise the following terms shall be defined as follows:
1.1 "Cit�' means the City of Federal Way, Washington, a municipal corporation of the
State of Washington, and its respective successors and assigns.
1.2 "Council" means the City of Federal Way Council acting in its official capacity.
1.3 "Director" means the Public Works Director, or designee, of the City of Federal Way
Public Works Department.
1.4 "Facilities" means Franchisee's equipment to be located within the public right-of-
way.
1.5 "FWRC" means the Federal Way Revised Code.
1.6 "Franchise Area" means only that portion of the space on and air-space above certain
rights-of-way located in the City of Federal Way and shown in Exhibit A attached hereto, and/or any
other areas approved by the Federal Way City Council and incorporated into this Ordinance via
amendment.
1.7 "Franchisee" means Seattle SMSA Limited Partnership d/b/a Verizon Wireless, and
its respective successors and assigns if consented to by the City of Federal Way as provided in
Section 24 herein.
Section 2. GranUAcceptance
2.1 Grant of Franchise
The City hereby grants to Franchisee the nonexclusive right to enter upon the Franchise Area
for the limited purpose of constructing, excavating, installing, maintaining, restoring, and repairing
Facilities within in the Franchise Area together with necessary space and rights for access and
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utilities, described and depicted in attached Exhibit A. The Facilities shall be at Franchisee's
expense. Subject to Section 6 of this Franchise, Franchisee shall have the right to replace, repair, add
or otherwise modify its Facilities within the Franchise Area during the term of this Franchise. This
franchise is specifically limited to the right for Franchisee to install Facilities owned and operated by
Franchisee. This franchise does not permit Franchisee to lease, rent, or otherwise allow use of
conduits, space or capacity provided by the Facilities to other third-party telecommunications
providers, and Franchisee covenants and agrees thaf it will not do so.
2.2 Acce�tance by Franchisee. Franchisee shall have no rights under this Franchise, nor
shall Franchisee be bound by the terms and conditions of this Franchise, unless Franchisee shall,
within sixty (60) days after the effective date of this Franchise, file with the City its written
acceptance of this Franchise and all of its terms and conditions.
Section 3. Non-Franchise Area Citv Property
This Franchise does not and shall not convey any right to Franchisee to install its Facilities
on, under, over, across, or to otherwise use City-owned or leased properties of any kind outside the
Franchise Area, or to install Facilities on, under, over, across or otherwise use any City owned or
leased property within the Franchise Area other than public roads, streets, avenues, alleys and
highways.
Section 4. Term
Subject to Franchisee filing its acceptance pursuant to Subsection 2.2, the term of this
Franchise shall be for a period of ten (10) years commencing on the effective date of this Franchise,
and ending at 12:00 a.m. (midnight) on the tenth (lO anniversary of the effective date, unless
terminated earlier pursuant to this Franchise or other applicable law. This Franchise shall
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automatically renew for one (1) additional period of ten (10) years unless either party gives the other
party written notice of the intent to terminate this Franchise at least six (6) months prior to the end of
the preceding ten (10) year period.
Section 5. Location of Facilities
5.1 Location. The Facilities permitted by this Franchise shall be as described and
depicted in attached Exhibit A. The location of the Facilities, including any underground Facilities
and appurtenances, their depths below surface of ground or grade of a right-of-way, and any related
existing equipment (such as cellular antennae) to which the Facilities are connected shall be depicted
on a map and submitted to the City within thirty (30) days of the installation of the Facilities. Upon
written request of the City, Franchisee shall update such map to reflect actual or anticipated
improvements to the system. Any such map (or update thereo fl so submitted shall be for
informational purposes only and shall not obligate Franchisee to undertake any specific
improvements, nor shall such map be construed as a proposal to undertake any specific
improvements.
5.2 GIS Data. At such time as Franchisee develops or employs Geographic Information
System ("GIS") technology, Franchisee shall submit the information required in Subsection 5.1
above in digital GIS format, showing the location of its Facilities within the Franchise Area.
5.3 Desi�n Markings. In the event the City desires to design new streets or intersections,
renovate existing streets, or make any other public improvements, Franchisee shall at the City of
Federal Way's reasonable request, provide the location of Franchisee's underground Facilities within
the Franchise Area by either field markings or by locating the Facilities on the City's design
drawings, and shall provide all other reasonable cooperation and assistance to the City.
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Section 6. Noninterference of Facilities
Franchisee agrees to maintain its Facilities and perform any and all activities authorized by
this Franchise: (1) so as not to unreasonably interfere with the free passage of traffic; (2) in
accordance with the laws of the State of Washington and City Code requirements, franchise
provisions, regulations, resolutions and rules, as now existing or as hereafter amended; and (3) as
reasonably required in writing by the Director. This requirement applies whether or not the work.is
performed by the Franchisee, its agents, employees, subcontractors, or other third parties at
Franchisee's direction.
Section 7. Repuirement to Obtain Permits
7.1 Permits and Permit Applications.
Franchisee shall, at its expense, obtain all permits, (including rights-of-way permits), and pay
all permit fees required by applicable City ordinances, regulations, resolutions and rules prior to
commencing any work within the Franchise Area. Franchisee permit applications shall show the
position and location of the proposed facilities to be constructed, laid, installed, or erected at that
time, show their relative position to existing rights-of-way or property lines upon prints drawn to
scale, designate rights-of-way by their names and improvements, such as, but not limited to,
sidewalks, curbs, gutters, shoulders of roadway, ditches, paved roadways, roadways to property lines,
turnouts, parking strips, telephone or electric distribution poles, and water pipes existing on the
ground to be occupied, or as required by the Director. The Franchisee shall specify the class and type
of materials to be used, equipment to be used, and mode of safeguarding and facilitating the public
traffic during construction. Materials and equipment shall be in new or like-new condition for its
type and kind. The manner of excavation, construction, installation, backfill, and temporary
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structures such as, but not limited to, traffic turnouts and road obstructions shall meet the standards
of the FWRC and be reasonably satisfactory to the Director. All traffic control shall be in
accordance with the right-of-way permit, and shall be in accordance with the Manual on Uniform
Traffic Control Devices (MUTCD). The Franchisee shall indicate on any permit application the time
needed to complete the work. The time needed to complete the work is subject to approval by the
City as a condition of the issuance of the permit or approval.
7.2 Emergency Exception to Permit Requirement.
In the event of an emergency in which Franchisee's Facilities within the Franchise Area are in
a condition in Franchisee's discretion as to immediately endanger the property, life, health or safety
of any individual, Franchisee may take action immediately to correct the dangerous condition
without
first obtaining any required permit so long as: (1) Franchisee informs the City of nature and extent of
the emergency, and the work to be performed, prior to commencing the work; and (2) such permit is
obtained by Franchisee as soon as practicable following cessation of the emergency.
Section 8. Standard of Performance
The Franchisee shall not excavate for a distance of more than one hundred feet (100') without
immediately backfilling and compacting to surface grade and city standards. Backfilled trench areas
within a driving lane must be patched, either temporarily or permanently, before the end of the work
day in which they have been opened. Trench areas within the right-of-way, but not with in a driving
lane, must also be patched within the time limits specified by the City on the right-of-way use permit.
Final surface restoration shall be completed within thirty (30) days and shall be equal to or better
than the surface condition prior to permit issuance.
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Any asphalt overlay completed within the Franchise Area during the five (5) year-period
immediately prior to the date of permit application shall not be open cut by Franchisee unless
required by an emergency and subject to the provisions of Subsection 7.2 above. Franchisee shall
install new asphalt overlay on any street that is open cut, whether in an emergency or othervvise, for a
minimum of one (1) block (approximately S00 feet) in length in both directions from the open cut,
unless determined otherwise by the Director.
Within fifteen (15) days of completion of any installation ofFranchisee's Facilities within the
Franchise Area, Franchisee shall submit to the Director plans, stamped by a Professional Engineer
licensed by the State of Washington, showing the "as-built" location of the Facilities.
Section 9. Survev Markers and Monuments
Franchisee shall, using a licensed surveyor, immediately replace all markers or monuments
disturbed during any work by Franchisee within the Franchise Area. Franchisee shall pay all costs
associated with such lost, destroyed or disturbed monuments or markers.
Section 10. Surface Markings/Stakes
Prior to Franchisee commencing any excavation work within the Franchise Area, Franchisee
shall reference all monuments and markers relating to subdivisions, plats, highways, and other
surveys. The reference points shall be located so that they shall not be disturbed during the .
Franchisee's operations under this Franchise. The method of referencing these monuments or other
points shall be approved by the City before placement. The construction shall be made as
expeditiously as conditions permit, and as directed by the City. The cost of monuments or other
markers lost, destroyed, or disturbed, and the expense of replacement of the monuments, shatl be
borne solely by the Franchisee. A complete set of reference notes for monuments and other ties shall
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be filed with the City.
Section 11. Right of Citv to Complete Work
In the event Franchisee fails to comply with any applicable federal, state or City laws,
ordinances, rules, regulations or standards or with any of the terms of this Franchise, and such
noncompliance continues for a period of thirty (30) days after Franchisee receives written notice
from the City regarding the noncompliance, the City may, but in no event is the City obligated to,
order any work completed, including without limitation Franchisee's obligation to repair pursuant to
Section 13 herein and Franchisee's obligation to remove or relocate facilities pursuant to Section 12
herein. If the City causes such work to be done by its own employees or by any person or entity
other than Franchisee, Franchisee shall, upon the City's written request, immediately reimburse the
City for all reasonable costs and expenses incurred by the City in having such work performed,
which costs may include the City's reasonable overhead expenses and reasonable attorneys fees.
However, the City shall not have any electrical work accomplished by any person or entity other than
Franchisee or a qualified and licensed electrical contractor.
Section 12. Required Relocation of Facilities
12.1 City Reservation of Ri ts. The City reserves the right to use, occupy and enjoy all or
any part of the Franchise Area, either above, below, or adj acent to the Facilities, for any purpose that
is not inconsistent with Franchisee's use of the Franchise Area and the terms and conditions of this
Franchise. The rights reserved herein include, without limitation, the construction, installation,
and/or maintenance of any electrical, water, sewer or storm drainage line, traffic signals, street lights,
trees, landscaping, bicycle paths and lanes, equestrian trails, sidewalks, other pedestrian amenities,
and other public street improvement projects.
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This Franchise is not an exclusive Franchise shall not be construed to in any manner prohibit
the City from granting other and further Franchises in, under, over, upon, and along the Franchise
Area, nor from exercising such other powers and authorities granted to the City by the Washington
State Constitution and applicable law.
12.2 Citv's Duties. In the event the City undertakes any work, including necessary
maintenance within a right-of-way in which Franchisee's facilities are located, and such work
necessitates the relocation of Franchisee's then existing Facilities within the Franchise Area, the City
shall:
(a) Provide at least one hundred twenty (120) days written notice of the required
relocation to Franchisee in advance of the commencement of such City work; and
(b) Provide Franchisee with copies of pertinent portions of the City's plans and
specifications so that Franchisee may relocate its Facilities to accommodate the City work
Nothing in this section shall be construed as to relieve Franchisee of its duty and obligation to
relocate its Facilities, at Franchisee's sole cost, for any improvement project undertaken by, or on
behalf of, the City in the interest of public health, safety, welfare, necessity or convenience, as
adjudged in the reasonable discretion of the City.
12.3 Franchisee's Duties. Within one hundred twenty (120) days of receipt of the City
notice under Subsection 12.2(a) requiring relocation and receipt of the plans and specifications
pursuant to Subsection 12.2(b), Franchisee shall raise, lower, or move such Facilities within the
Franchise Area at its sole cost and expense to the location or position directed by the City, to cause
the least interference with the improvement, repair, or alteration contemplated by the City and to
conform to such new grades as may be established. If the City improves a right-of-way, Franchisee
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shall, at its sole cost and expense, upon receipt of notice, replace the Facilities located in the
improved subgrade of the improvement with substitute Facilities conforming to the specifications for
the improvement of the right-of-way.
Section 13. Dama�e Repair
In case of damage by the Franchisee, its agents or employees or by the Facilities of the
Franchisee to rights-of-way, or to public and private improvements within or adjacent to rights-of-
way, the Franchisee agrees to repair the damage at its own cost and expense. The Franchisee shall,
upon discovery of any such damage, immediately notify the City. The City will inspect the damage,
and set a time limit for completion of the repair. If the City discovers damage caused by the
Franchisee to rights-of-way, or to public and private improvements within or adjacent to rights-of-
way, the City shall give the Franchisee notice of the damage and set a time limit in which the
Franchisee must repair the damage. In the event the Franchisee does not repair a right-of-way or an
improvement as required in this section, the City may repair the damage pursuant to Section 11 of
this Agreement.
Section 14. Default
14.1 Notice of Default. In addition to other remedies set forth herein, if either party shall
fail to comply with any of the provisions of this Franchise, the non-defaulting party may serve a
written notice to the defaulting party ordering such compliance and the defaulting party shall have
sixty (60) days from the receipt of such notice in which to comply.
14.2 Termination of Franchise. If the defaulting party is not in compliance with this
Franchise after the expiration of the sixty (60) day period, the City may, by resolution, declare the
franchise immediately revoked, or Franchisee may immediately terminate this Franchise upon
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written notice to the City.
Section 15. Limited Rights
This Franchise is intended to convey only a limited right and interest to Franchisee in the
Franchise Area. This Franchise is not a warranty of title or conveyance of any ownership interest in
or to the Franchise Area to Franchisee.
Section 16. Eminent Domain
The existence of this Franchise shall not preclude the City from acquiring by condemnation,
in accordance with applicable law, all or a portion of Franchisees Facilities within the Franchise Area
for the fair market value thereof. In detertnining the value of such Facilities, no value shall be
attributed to the right to occupy the Area conferred by this Franchise.
Section 17. Vacation
If at any time the City, by ordinance, vacates all or any portion of the Franchise Area, the City
will not be liable for any damages or loss to the Franchisee by reason of such vacation. The City shall
notify Franchisee in writing not less than 180 days before vacating all or any portion of the Franchise
Area. The City may, after one hundred eighty (180) days written notice to Franchisee, terminate this
Franchise with respect to any such vacated area.
Section 18. Compliance with Laws
18.1 General. Franchisee shall comply with all applicable federal, state and City laws,
franchises, resolutions, regulations, standards, policies and procedures, as now existing or hereafter
amended or adopted, including without limitation the State Environmental Policy Act.
18.2 Future City of Federal Wav Re lgu ation. Franchisee acknowledges that the City may
develop rules, regulations, ordinances and specifications for the use of the right-of-way which shall
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govern Franchisee's Facilities and activities hereunder as if they were in effect at the time this
Franchise was executed by the City and Franchisee covenants and agrees to be bound by same.
Section 19. Guarantee
Franchisee shall guarantee work completed by the Franchisee under this Franchise for a
period of 10 years against settlement or repair.
Section 20. Charge for Administrative Costs
Franchisee agrees to pay a fee or a charge to recover the actual reasonable administrative
expenses incurred by the City that are directly related to preparing and approving this Franchise.
Nothing herein shall preclude the City from charging administrative fees or recovering any
administrative costs incurred by the City in the approval of permits or in the supervision, inspection
or examination of all work by Franchisee in the Franchise Area as prescribed in accordance with
applicable provisions of the Federal Way City Code.
Section 21. Indemnifcation
Franchisee agrees to indemnify and hold harmless and defend the City, its elected officials,
officers, employees, agents, and volunteers from any and all claims, demands, losses, actions and
liabilities (including costs and all reasonable attorney fees) to or by any and all persons or entities,
including, without limitation, their respective agents, licensees, or representatives, arising from,
resulting from, or connected with this Franchise to the extent caused in part or in whole by the acts,
errors or omissions of the Franchisee, its officers, partners, shareholders, agents, employees, or by
the Franchisee's breach of any provisions of this Franchise; provided, however, that this section shall
not be construed as requiring Franchisee to indemnify, hold hannless or defend the City against
claims or damages arising from the negligence or willful misconduct of the City, its elected officials,
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agents, employees and volunteers. In the event any claim, demand, suit or action is commenced
against the City that gives rise to Franchisee's obligation pursuant to this Section 21, the City shall
promptly notify Franchisee in writing thereof. Franchisee's selection of an attorney to defend any
such claim, demand, suit or action shall be subject to the City's approval, which shall not be
unreasonably withheld. Franchisee shall not settle or compromise any such suit or action except with
prior written consent of the City, which shall not be unreasonably withheld. The City shall have the
right at all times to participate through its own attorney in any suit or action which arises pursuant to
this Franchise when the City determines that such participation is required to protect the interest of
the City or the public. In the event it is determined that RCW 4.24.115 applies to tlus Franchise,
Franchisee agrees to defend, hold haxmless and indemnify the City to the maximum extent pernutted
thereunder, to the full extent of Franchisee's negligence.
The City agrees to indemnify and hold harmless and defend Franchisee, its officers,
employees and agents from any and all claims, demands, losses, actions and liabilities (including
costs and all reasonable attorney fees) to or by any and all persons or entities, including, without
limitation, its elected officials, officers, employees, agents and volunteers, arising from, resulting
from, or connected with this Franchise to the extent caused in part or in whole by the acts, errors
or omissions of the City, its elected officials, officers, employees, agents or volunteers, or by the
City's breach of any provisions of this Franchise; provided, however, that this section shall not be
construed as requiring the City to indemnify, hold harmless or defend the Franchisee against
claims or damages arising from the negligence of the Franchisee, its agents or employees.
Neither party shall be liable to the other, or any of their respective agents, representatives,
employees for any lost revenue, lost profits, loss of technology, rights or services, incidental,
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punitive, indirect, special or consequential damages, loss of data, or interruption or loss of use of
service, even if advised of the possibility of such damages, whether under theory of contract, tort
(including negligence), strict liability or otherwise.
Section 22. Insurance
22.1 Minimum Limits. The Franchisee agrees to carry as a minimum, the following
insurance.
(a) Workers compensation and employer's liability insurance in amounts
sufficient pursuant to the laws of the State of Washington;
(b) Commercial general liability insurance with combined single limits of liability
not less than $5,000,000 for bodily injury, including personal injury or death, products
liability, contractual coverage, operations, explosion, collapse, underground and property
damage; and
(c) Automobile liability insurance with combined single limits of liability not less
than $5,000,000 for bodily injury, including personal injury or death and property damage.
22.2 Mandatorv Insurance Provisions. The comprehensive general liability insurance and
automobile liability insurance policies shall be endorsed to contain the following provisions to the
effect:
(a) The City, its officers, elected officials, employees, and volunteers are to be
named as additional insured;
(b) Coverage shall apply separately to each insured against whom claim is made
or suit is brought, except with respect to the limits of the insurer's liability;
Coverage shall not be canceled except after thirty (30) days prior written notice to the City
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delivered by mail, return receipt requested; and Coverage shall be primary as to the City, its officers,
officials, employees and volunteers for Franchisee operations. Any insurance or self-insurance by the
City, its officers, officials, employees or volunteers shall be in excess of Franchisee's required
insurance in this respect.
22.3 Verification of Covera�e. Franchisee shall furnish the City with certificates of
insurance evidencing the coverages required by this Section. The certificates shall be signed by a
person authorized by the insurer to bind coverage on its behalf and must be received and approved by
the City prior to the commencement of any work.
Section 23. Bond
Before commencing work within the City, the Franchisee shall post a bond in the form
attached as Exhibit B and in the amount of $20,000 to guarantee performance of the construction,
performance, maintenance or repair in accordance with any permits required and with any provisions
of this franchise. In the event that the Franchisee fails to perform as required herein or by any
permits required, the City may perform the work as provided herein, and may have recourse to the
bond in addition to or in lieu of the remedies provided herein, at the City's sole discretion.
Franchisee shall be entitled to return of the bond, or portion thereof, as remains sixty (60) days after
the expiration of the term of the Franchise, provided the City has not notified Franchisee of any
actual or potential damages incurred as a result of Franchisee's operations pursuant to the Franchise
or as a result of default thereunder.
Section 24 General Provisions
24.1 Entire A�reement. This Franchise contains all of the agreements of the Parties with
respect to any matter covered or mentioned in this Franchise and no prior agreements or
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understandings pertaining to any such matters shall be effective for any purpose.
24.2 Modification. No provision of this Franchise may be amended or added to except by
agreement in writing signed by both of the Parties.
24.3 Assignment. Franchisee shall not have the right to transfer or assign, in whole or in
part, any or all of its obligations and rights hereunder without the prior written consent of the City,
which consent shall not be unreasonably withheld, conditioned or delayed. Any assignee shall,
within thirty (30) days of the date of any approved assignment, file written notice of the assignment
with the City together with its written acceptance of all terms and conditions of this Franchise.
Notwithstanding the foregoing, Franchisee shall have the right, upon notice to the City but without
such written contest, to assign this Franchise to the Franchisee's principal, affiliates, subsidiaries of
its principal or to any entity which acquires all or substantially all of Franchisee's assets in the
market defined by the Federal Communications Commission in which the rights-of-way are located
by reason of a merger, acquisition or other business reorganization.
24.4 Attornev Fees. In the event the City or the Franchisee defaults on the performance of
any terms in this Franchise, and the Franchisee or the City places the enforcement of the Franchise or
any part thereof or for the collection of any monies due, or to become due hereunder, in the hands of
an attorney, or files suit upon the same, the prevailing party shall be entitled to an award of all
reasonable attorneys' fees, costs and expenses. The venue for any dispute related to this
shall be King County, Washington.
24.5 No Waiver. Failure of either party to declare any breach or default by the other party
immediately upon the occurrence thereof, or delay in taking any action in connection therewith, shall
not waive such breach or default, but such party shall have the right to declare any such breach or
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default at any time. Failure of either party to declare one breach or default does not act as a waiver of
such party's right to declare another breach or default.
24.6 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. �
24.7 Authoritv. Each individual executing this Franchise on behalf of the City and
Franchisee represents and warrants that such individual is duly authorized to execute and deliver this
Franchise on behalf of the Franchisee or the City.
24.8 Notices. Any notices required to be given by the City to Franchisee or by Franchisee
to the City shall be delivered to the parties at the following addresses:
Franchisee:
Seattle SMSA Limited Partnership
d/b/a Verizon Wireless
180 Washington Valley Road
Bedminster, New Jersey 07921
Attn: Network Real Estate
City:
City of Federal Way
Attn: City Attorney
33325 8 Avenue South
P.O. Box 9718
Federal Way, WA 98063
Any notices must be in writing and shall be deemed validly given if sent by certified mail,
return receipt requested or by commercial courier, provided that it guarantees delivery to the
addressee by the end of the next business day following the courier's receipt from the sender. Notice
shall be effective upon actual receipt or refusal as shown on the receipt obtained pursuant to the
foregoing.
24.9 Captions. The respective captions of the sections of this Franchise are inserted for
convenience of reference only and shall not be deemed to modify or otherwise affect in any respect
any of the provisions of this Franchise.
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24.10 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 the City
at law, in equity or by statute.
Section 25 Current Agreement
The City and Franchisee previously entered into a Right-of-Way Use Agreement dated June
30, 2000, together with all exhibits, amendments and addenda thereto, referenced by Franchisee as
Contract #NG 61361. ("Current Agreement"). The City and Franchisee hereby agree to terminate
their respective rights and obligations under the Current Agreement commencing on the effective
date of this Franchise and thereafter, the terms and conditions of this Franchise shall be the sole
instrument governing the use of space by Franchisee at the rights-of-way of the City.
Section 26. Severabilitv
If any section, sentence, clause, or phrase of this Franchise should be held to be invalid or
unconstitutional by a court of competent jurisdiction, such invalidity or unconstitutionality shall not
affect the validity or constitutionality of any other section, sentence, clause or phrase of this
Franchise.
Section 27 Ratification
Any act consistent with the authority and prior to the effective date of this Franchise is hereby
ratified and affirmed.
Ordinance No. 10-655 Page 18 of 26
DWT 14007567v2 0052051-000032
VZW Site: SEA SW320TH
PASSED by the City Council of the City of Federal Way this 18` day of May, 2010.
CITY OF FEDERAL WAY
c
9-
M OR, LINDA K CHMAR
ATTEST:
CITY CLERKC O MC LY, CMC
APPR VED AS TO FORM:
CI ATTORNEY, PATRICIA A. RICHARDSON
FILED WITH THE CITY CLERK: 4/27/2010
COLTNCIL BILL NO. 534
PASSED BY THE CITY COUNCIL: OS/18/2010
PUBLISHED: OS/22/2010
EFFECTNE DATE:
ORDINANCE NO. 10-655
Ordinance No. 10-655 Page 19 of 26
DWT 14007567v2 0052051-000032
VZW Site: SEA SW320TH
ACCEPTANCE:
The undersigned hereby accepts all the rights and privileges of the above granted Franchise
and acknowledges that such rights and privileges are subject to and limited by all of the terms,
conditions and obligations contained therein.
DATED this 11��'" day of �t�1� , 2010.
Seattle SMSA Limited Partnership d/b/a Verizon Wireless
By: Cellco Partnership, its General Partner
Name: Walter�,.
Title: Area Vice
Date: '�
Network
1'�
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF ORANGE
On J U�l.� !�o, .� a rG? before me, ��D,��� � x1 � i,�. k�.. � , Nota Public,
personally appe ra ed Walter L. Jones, Jr. who proved to me on the basis of satisfactory eviilence to
be the person whose name is subscribed to the within instrument and acknowledged to me that he
executed the same in his authorized capacity, and that by his signature on the instrument the person,
or the entity upon behalf of which the person acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
.J�'C-�-ti2-Gc J ��'YL� �'✓��'�
Signature of Notary Public
�
eon+�a�ao� # � �e> >ee
� Nofael► ruWic - Calltomla �
Oranp� County
MyCam�8��M0r2�'014
Place Notary Seal Above
Orctinance No. l0-6.i.5
DWT 14007�67v200�20�1-000032
VZW Site: SEA SW320TH
Page 20 of 26
IJ
EXHIBIT A
•
LOCATION OF FACILITIES WITHIN THE FRANCHISE AREA
(SEE ATTACHED MAPS)
Ordinance No. 10-655 Page 21 of 26
DWT 14007567v2 0052051-000032
VZW Site: SEA SW320TH
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Ordinance No. 10- Page 23 of 26
DWT 14007567v2005205�000032 Rev 1/10
VZW Site: SEA SW320TH
Bond No. 8218-07-48
x��T s
• CITY UF FEDERAL WAY
�ERFQRMANC� BOND F'4R :
RIGHT OF WAY FRANCHIS� AGRE�M�NT
KNOW ALL P�QPL� BX THESE PRE�ENTS:
Seattle SMSA Limited Partnership
We, the undersigned d/b/a verizon wireless � and FPCiPral Inc � ,�ran��sompanv , the
undersigned corporation otg�zii��d and �xisfing undcr th� laws af the Stats of Indiana and
lsgally doing busines� in the Stata of Washin�tan as a surety ("SurQty" ar� held and �irmly bound
unto thc City af' F'edcral Way, a Washir�gton t�nwniaipal corpo�rtakion, ("�ity") in the per��l sum
�f T T l,�oll� and r►o/lOQ ($ 20, 000.00 ) for the payman,t ofwhich wa
finmly bind purselves and aux 1Qga1 representativt�s, heirs, successors and assigns, jointly and
scverally.
This abli$ation is entered inta putsuant to the statute� qf the State of Washington and the ordinaztces,
r�gulations, staa�dat�ts and potieie� of th� City, as naw �xi�ting �r hereaftek amcnd�d or adopted.
'�he Prinaipal has entered into an Agreernent with the City datad 5/18/2010 to occupy rights-of-
way ofthe City oFFad�xal Way Washington wifhin the speeif��d Fr anchisc Aroa for thc purposes af
installation, operation, maintenance a�nd rapair nf its wixeless communicataons fixtures az�d related
equiprx�en�, cabies, acc�ssnries ar�d impr4vements in a parcion af the rights.-of way within ancl
tluaugh the City of Federal 'Way.
NQW, THEREFORE, if the Principal shall �erform all the provisions of the Agxeement in the
mann�r and witi�in tMa tit�►e paraod �resQ�ibed by the City, or within such extensiar�s of rime as
may be �ranted under ths Agr�emant, an.d sha11 pay all �aborers, m�chanics, subcontraetors and
material �en or wocnen, azad a.11 person�s who shall supp�y the Principal or �ubcontractors with
provisior�s and sup�lies far ths carryin$ on oPsaid work, and aha�l hnld th� City, their officials,
agents, err�ployees and volunte�rs harmlcss from any lass or damage accasioned tQ any �erson ar
prop�r�y by reason of any car�lessness oe na$ligence on the part of tho Principal, or any
subcontractor in the qerforrnancc of s�id work, and sk�all it�d�mnify arid hald the �ity hatmless
from any damage or. ex��nse by reusot� of failue� of p�rfot�aane� as sp�cifi�d in khe .flgreemant,
or from defeGts appear�ng or develaping in the �at�rial or workmanship provided or performed
under tha Agreemetnt within the period not less than:
1. the term of the Agreement; or
2. two (2) y�ars beyond the completion of fic�al insk��lation ar Cot�struction by the Pr�ncipa�l
p�rsu�nt to th� A�e�ment if requir�d by thc City; r�vhichevcr is loz�$�r; th�n and ir� ths eve�nt
this obligation shall be void; but c?th�rwise, it shall be and ramain in fi�ll force and cffcct.
And th� Surety, for value received, hereby �u�ther st�pulates and agrees that no chang�, extension of
tit�e, alteration oc addition to th� tarcns of th+� Agreement or to t.kie work to be per�ortx�c+d thar�under
Ordinnnce No. l0 Page 24 of26
Dw�r �aoo�sb��z ooszosi-0000sz
VZW Si[e: S�A SW320TH ,
or the specifications accompanying the same shall in any way affect its obligation on this bond, and it
does hereby waive notice of any change, extension of time, alterations or additions to the terms of the
Agreement or to the Work.
Within forty-five (45) days of receiving notice that the Principal has defaulted on all or part of the
terms of the Agreement, the Surety shall make a written commitrnent to the City that it will either:
(a) cure the default itself within a reasonable time period, or (b) .tender to the City, the a�nount
necessary for the City to remedy the default, including legal fees incurred by the City, or (c) in the
event that Suret}�s evaluation of the dispute is not complete or in the event the Surety disput�s ►he
Cit}rs claim of default, the Surety shall notify the City of its finding and its intent, if an��, to
interplead. The Surety shall then fulfill its obligations under this bond, according to the option it has
elected. Should Surety elect option (a) to cure the default, the penal sum of the Bond shall be
reduced in an amount equal to the costs actually incurred by the Surety in curing the default_ [f the
Surety elects option (b), then upon completion of the necessary work, the City shall notify the Surety
of its actual costs. The City shall return, without interest, any overpayment made hy the Surety and
the Surety shall pay to the City any actual costs which exceed the City estimate, limited to the bond
amount. Should the Surety elect option (c), the Pazties shall first complete participation in
mediation, described in the below paragraph, prior to any interplead action.
In the event a dispute should arise between the Parties to this Bond with respect to the C'ity's
declaration of default by the Principal, the Parties agree to participate in at least four hours of
mediation in accordance with the mediation procedures of United States Arbitration and Medi alion
("USA&M"). The Parties shall proportionately share in the cost of the mediarion. The mediation
shall be administered by the Seattie USA&M office, 4300 Two Union Square, 6p1 Union Street,
Seattle, Washington 98101-2327. The Surety shall not interplead prior to completion of , the
mediation. '
DATED this,�0� day of T�/��" , 20 f Q .
Seattle SMSA Limited Partnership
d/b/a Verizo Wireless
By . �� �l r o
(Name of on Executing Bond) �or �SrVS
Its: 1'1/5 �'�i�f 1AQlt.tf�
(Title
�csn S�. �stua�e W�� r� sa3,
�tlevua . �t� 4�g
(Address)
�a�-�c�-as�
(Phone)
, /" ' U` � � v
Y �' �d
Ordinance No. 10-655 Page 25 of lb
DWT L4007567v20052051-000032
VZW Sitc: SEA SW320TH
STA,�'� Qk� W���I'1�T�`�Al'�i �
, ) a$.
��1U�+1'1"Y QF �°"�
th�a d�� poraunally ����rcrd b�fo� rn� V r�,�, _��a�US . , t� m� k,��own tv b� the
af a� ��€Qgut�d t�ne t�r�,�ai�� i��txurt��nt and
ackc�o�wladgtsd ths said i�strutr�ent to be the fire� and volu�ta�y a�t an.d de�ed o��aicl lict�itsd tiability
aotnp�un�. foe the uso� and purpas�s the��i� ��nt�o�sd, and �r�n oath �tat�d �hat ��is�t� was auth�rize�.
t� �x�uE� s�id ir��trum�r�t, .
���� ��� ���� �h�$ 3� aa a� I���.,.�„�, z�! Q
� r�. VANGEN
NOTARY PUBLIC
STATE QF WASHINGTON � -
COMMISSION EXPIRES (typ� � nirtt�de� �ofno��ryj
SEPTEMBER 29. 2011 �[+(p�ry �ublie in a�d for tt�� S te �f Washln�to�.
My cQ�n�►i�si�t� e�pir-as �_�� . �
���flQ�AT� ��A�, Q�'" �U�tBTY; � Federal Insurance Company
By: _ �
A�tor�n� ' r r
. (�,tt��� Powsr of �A.ctocttoy� .
Patrick Bannon
(I+Ta�� �f Psc��� ��a�ut�n� �o�d)
1401 H St. NW, 7th Floor
Washin ton, DC 20005
_ ..�,,..,..,
��c��r�a�)
202-783-5810
(��v��� . �_.�..
APP�,OV�I� �s `TO �C?�M:
�at�icia A. �ei�ardson, �ity At�or�t+c�
f?r�ftnc�r�e� Na. t 0�6SS Pag� �6 of 16
p4V'f l.A0R9967vZ8q53091�OQUU32
1+'� 9itos 8¢A SW3209'M �
RQW�R Federal Insuranee Campany Attn: Surety Department
ChUbb 1a Mountain Vlew Road
�!� Vigilant Insura�ee Company
Surety ATTQRNEY p�,cific Ind�mnity Cpmpany Warren, N.) 07QS9
Qr�.r�w
Know All !�y These Presents, That FEDERAL ItVSURANC� CQMPANY, an Indiana corporation, VIGILAWT INSIJRANC�
COMPANY, a New Yprk cerporetion, and PACIFIC IP1p�MNITY COMPANY, a Wis�onsin co oration, do each Meraby eon�fituta and
app�int Rat�i�k �a��c►n, IVI�nu�i .Jon��, �rlw M. Margealis, My�r�e Smith and �Fian St.Clair of W�shin�ton� D��------�---
s�cN as their itvg ans) I�wful Attomey in- Fact tq execute under such designatfan in their npmes �nd tp aHix tt�fr corperate geels tp end �iellver Ipr and pn thalr behelf es aursty
ikoreen gr o4hprwla�, t�e+d6 ��d ur�d�rt8kinqe �nd eth�v wl�tfngs oGli�Atary In tMy� nature tHereof (pther iken b�il horod�) �iYen o� exeeuta9 �n the epu�a ol bucln.aa, end any
IR�(F{dFT1ARt$ aR18flt�I/1� 9P aII�PIYig �H9 Q�dNt9 a�il eon�pnt4 Ra tho modifiGeilon pr alt9re�tion o( any inatrument refefred tp in said bonds E�r @bligatiens.
In Witneos Whersof, said F�DERAL IN&URANG� COMPANY, VIGILANT INSURANCE COMPANY, and PACIFIC INDEMNITY COMPANY have each executed and attested
theae presents and a(tixed their co�ppeaiq seals on ihis i�C?�Il d�,Y Q� S�ptember, 2007
: � r
G. °
enne . Wende ,�si�ta ecretary David 9rris, Jr., Vfee res'
�TAT� OF NEW .IER$EY
ss.
County of Samerset
On ihis 2�th dey o( ,SBp��I'T!�'f81' �OO' before me, a Nptary Rublic pf New Jersey, personaliy came Kenneth C. Wendel, ta me
known tc� � A;bslsEUnt wflei9tary a� ��C1ERA�. IN9URANC� COMR�ANY, VI�'aILANT (N�U�AN,f,E COMRANY, and PACIFIC IN�EMN�7`1' �MPANY, thp aom{aanlea whieh
prp��tef! the tqre�ping Rewar af Attomay, and the sAid Ken�eth �, We�d�l, being htY vr�s duly �wo�n, did �•ps�&e d�d s�ay that he Ie Asaf�lant �eantery qf R�I9ffRAL
IN9U�ANCE CQMPANY, VIGIL,ANT IN�URANCE C6MPANY, and RACIRIG INDEMPII'11` C�MPANY and knows ths corporaia eoeis th�reol, lhpt the ssais �Nized to thq
foreq�ing Fower af Atlomey are such oorporale �eal� and weee thernt9 aNixed by euthoMty of Iho By Laws af seid Companles; and that he eiQnod aald Pow�r of Attemay an
AsaistaM Secntary of seid Companies by Iike authpdiy; and that he Is eequainted with David B. Norrie, Jr., and kr�ow� him to be Vfoe Rresident of said Compani�s; and ihat ihq
signeture of Davfd 8. Norrls, Jr„ subsaribed to seid Powgr at Attomey is in tha genuine hendwritin� of David 8. Norris, Jr., �nd was fheretv �ubscrlbed by authority pt aaid �y-
l.aws &nd in deponeni's presence.
Notarial Seal
�� o;�� ST€PFfEN B. BRADT
c � �p.�n.�yc�.,, NolaryPuN�o.232 p4NawJsrsey
* ._......_ � ��„+...:.,qi Fxt�ires Qct. 25, 2009 r�tary ub�ie
'•: q,'
�' �"� '�'' GERTIFICATION
Extract from the ey- Laws of FEDERAL IN&URANGE COMPANY, VIGILANT INSURANQE COMPANY, and PACIFIC INDEMNITY COMPANY:
"All pow�ers of attomey fer a�d or+ behalf af the CQmpeiny mey and shall ba exeeuted in the nema efld on bahalt ot the Company, eflher by the Chafrman or the
President or a Vice Presldent ar an Asslstant Vice President, jointly with the Socret8ry or an Assistant SeCr�lery, under tM�ir reepectiv� designations. The
signeture at euch oHloera mey ba �ngrav�d, prinied ov lithographed. fihe SIg�tBture o1 e#�ch af the folipwl�lp �ffioqrs: G�hairmen, Praaldeik, any Yiae Prosidant, eny
Assiste�M YICe Presidenk, ��y S�oretary, any ASSistant Secretary and the seal of the f;omp�ny may be gHixed by f�csimile ta any power at �riomey or tp any
ee�tiffcata �Istinp theraro appointing A�sistant Secretarles ar Atlomeya- in- Faot fcr purposea only of executing and atlest��g bonds and undertakings and other
writinqs pbtigatory In FNe na►ure thereaf, and any such power of attamey ar certffieata bear�ng such faesimile signsture or }aesimfle seal ahall ba va��d and bind��+g
uppn the Campany and any such pawer ac+ ax�auted and certifled by such f�csimile sfpn�ture and fapsim0e seal ahall kie valid end binding upOn the Gompany
with respeat fo any bond ar uridertaking Rq which it is atlaohod:'
I, Kenneth G• Wendel, Assistani Secretary o� FEpEFiAL INSURANCE COMPANY, VIGILANT IN9URANC� GQMPANY, and PACIFIC INDEMNI7Y COMPANV
(tha "�o�PSr�les'� da herek�y oeRity Ihat
(i) tha fcaregpfng pxt�aCt of the By- lawa of th� Compani�s i3 true and eGrrect,
(il) thp Companias aFe duiy Ueensed and authorized t� transacf surely lausl�e�a in ail 6p oi the United �tates s} Amerioa and the District of Columbla and are
�uthorizsd by the U.S. Treasury Repa�ma�; furth�r, Feder�l �wd Vipilawl aro li¢enaed In Puerte Rica e�nd tFve U.�. Virgin lalpnds, and �eder�l Is li�enn�d In
Americ�n €ar�oa, fivam. and 9eoh ef th� Prpvinces of Ganada exeept Prir+oe �dxrarci Island; end
(ili) the foregaing Powee of Attomey is Erue, eorreGt and in ful! torcg and eHect.
Glven under my hand and seals of sald Companies at Warren, NJ this p'{ �
_. �R1� E�= ��= ��
�°",ur�, �,;wu��
� �� � � �
�*_
�
�r �r ' ♦ � c i s
�'OIAN�' . ~ EW YOw�
Kenneth C. endel, AssisteM Secretery
IN TME EV�NT YC)U WISM TO N�TIFY US Q� A GI.AIM, VERlFY THE AUTMENTIt�II'Y PJF THt� BQNQ OR NOTIFY U$ O� ANY QTHER
MI�T�'�R. PI.�AS� ��NTA��' US A'f An�R�£�� LIST�Q ABf9V�, C}� �Y �'eleph�e (9fi8) 90�- 349� Fax (9R8) 9U3- 3868
�prm 15-1Q- 02256- U(Ed. b- 03) CQNS�NT