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ORD 20-886 ORDINANCE NO. 20-886 AN ORDINANCE of the City of Federal Way, Washington, granting Seattle SMSA Limited Partnership d/b/a Verizon Wireless, its affiliates, successors and assigns a nonexclusive franchise to occupy the rights-of-way of the City of Federal Way, Washington, within the specified franchise area for the purposes of constructing, maintaining, operating, replacing, and repairing a telecommunications network consisting of small wireless facilities in, across, over, along, under, through and below 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 locate a telecommunications network consisting of small wireless facilities within the rights-of-way; 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, onduits;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 and specifically reserves its right to adopt further regulations under its police powers. NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF FEDERAL WAY, WASHINGTON, DO ORDAIN AS FOLLOWS: Section 1. Definitions. Where used in this Franchise the following terms shall be defined as follows: Ordinance No. 20-886 Page 1 of 50 1.1 "City" means the City of Federal Way, Washington, a municipal corporation of the State of Washington, and its respective successors and assigns. 1.1 "Council" means the City of Federal Way Council acting in its official capacity. 1.2 "Director" means the Public Works Director, or designee, of the City of Federal Way Public Works Department. 1.3 Force Majeure Event: Circumstances beyond the control of a party including strikes, lockouts, sit-down strike, unusual transportation delays, riots, floods, washouts, explosions, earthquakes, fire, storms, weather (including inclement weather which prevents construction), acts of the public enemy, wars,terrorism, insurrections, and any other similar act of God event. 1.4 "Facilities" or "Facility" means "Small Wireless Facilities" as defined in FWRC 19.256.020. Facilities shall also include all necessary cables, transmitters, receivers, equipment boxes, backup power supplies, power transfer switches, electric meters, coaxial cables, wires, conduits, ducts, pedestals, antennas, electronics, ground-based enclosures, cooling fans, grounding equipment, and other necessary or convenient appurtenances used for the specific small wireless facility and only as allowed pursuant to FWRC Chapter 19.256. Equipment enclosures with equipment generating noise that exceeds the noise limits allowed in the Codes or associated permit are excluded from"Facilities." 1.5 "Franchise Area"means the rights-of-way of the City. 1.6 "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 Oherein. 1.7 "FWRC"means the Federal Way Revised Code. Ordinance No. 20-886 Page 2 of 50 1.8 "Rights-of-Way" means land acquired or dedicated for public roads and streets, but does not include: (a) State highways; (b) land dedicated for roads, streets, and highways not opened and not improved for motor vehicle use by the public; (c) Federally granted trust lands or forest board trust lands; (d) lands owned or managed by the state parks and recreation commission; (e) federally granted railroad rights-of-way acquired under 43 U.S.C. § 912 and related provisions of federal law that are not open for vehicular use; or (f) leasehold or City owned property to which the City holds fee title or other title and which is utilized for park, utility, or a governmental or proprietary use and not primarily for road, street, or highway use. Franchisee is still required to obtain a lease or similar agreement for the usage of any City, or third party owned poles, conduit, fixtures, or structures. 1.9 "Services" means a small wireless facility network. Services do not include those personal wireless services and associated facilities that fall outside of the definition of Small Wireless Facilities (e.g., macro facilities) 1.10 "Personal wireless services" means commercial mobile services, unlicensed wireless services, and common carrier wireless exchange access services, as defined by federal laws and regulations. Section 2. Grant/Acceptance. 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, operating, excavating, installing, maintaining, restoring, replacing, and repairing Facilities within the Franchise Area. This Franchise is specifically limited to the right for Franchisee to install Facilities owned and operated by Franchisee. Nothing contained within this Franchise shall be construed to grant or convey any right, title, or interest in the Rights-of-Way to Franchisee other than for the purpose of providing the Services, nor to subordinate the primary use of the Right-of-Way as a public Ordinance No. 20-886 Page 3 of 50 thoroughfare. If Franchisee desires to expand the Services provided within the City, it shall request a written amendment to this Franchise; provided, however, that Franchisee may not offer Cable Services as defined in 47 U.S.C. § 522(6) under this Franchise. This Franchise does not grant Franchisee the right to install and operate wires and facilities to provide wireline transmission services, whether provided by a third-party, Franchisee, or a corporate affiliate of Franchisee. Any entity that provides such wireline transmission services shall have an independent franchise to use the Rights-of-Way separate from this Franchise. 2.2 Acceptance 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 thirty (30) 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. In addition, Franchisee shall submit proof of insurance obtained and additional insured endorsement pursuant to 0. The administrative fee pursuant to 0 is due within thirty (30) days of receipt of the invoice from the City. Section 3. City Property/N-oii-EXCILIsivc 1 ranchise. 3.1 City Pro e�rty. 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 the Rights-of-Way. Further, no right to install any facility, infrastructure, wires, lines, cables, or other equipment, upon private property without the owner's consent is granted herein. If Franchisee desires to use City-owned structures, physical facilities, parks, poles (including, but not limited to, utility poles and light poles), conduits, fixtures, or real property located within the Rights-of-Way, it shall enter into a separate lease or license agreement with the City. Ordinance No. 20-886 Page 4 of 50 3.2 Non-Exclusive Franchise. This Franchise is not an exclusive Franchise and 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 general law, including the City's right to adopt future regulations under its police powers. Such Franchise shall in no way prevent or prohibit the City from using any of said roads, streets, or other public properties or affect its jurisdiction over them or any part of them, and the City shall retain power to make all necessary changes, relocations, repairs, maintenance, establishment, improvement, dedication of same as the City may deem fit, including the dedication, establishment, maintenance, and improvement of all new Rights-of-Way, thoroughfares and other public properties of every type and description. Section 4. Term. Subject to Franchisee filing its acceptance pursuant to Section 0, the term of this Franchise shall be for a period of ten (10) years commencing on the effective date of this Franchise, unless terminated earlier pursuant to this Franchise or other applicable law. Section 5. Location of Facilities. 5.1 Location. The Facilities permitted by this Franchise shall be installed consistent with the FWRC and the City's standards, including but not limited to, FWRC 19.256 and the City of Federal Way Development Guidelines. The location of the Facilities, their depths below surface of ground, their height above the surface of the ground, or grade of a Right-of-Way, and any related existing equipment to which the Facilities are connected shall be depicted on a map and submitted to the City within thirty (30) days after 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, to the extent such information is available. Any such map (or Ordinance No. 20-886 Page 5 of 50 update thereof) 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 WSDOT. To the extent that any Rights-of-Way within the Franchise Area are part of the state highway system ("State Highways") are considered managed access by the City and are governed by the provisions of Chapter 47.24 RCW and applicable Washington State Department of Transportation ("WSDOT") regulations, Franchisee shall comply fully with said requirements in addition to local ordinances and other applicable regulations. Without limitation of the foregoing, Franchisee specifically agrees that: a. Any pavement trenching and restoration performed by Franchisee within State Highways shall meet or exceed applicable WSDOT and City requirements; b. Any portion of a State Highway damaged or injured by Franchisee shall be restored, repaired, and/or replaced by Franchisee to a condition that meets or exceeds applicable WSDOT and City requirements; and C. Without prejudice to any right or privilege of the City, WSDOT is authorized to enforce in an action brought in the name of the State of Washington any condition of this Franchise with respect to any portion of a State Highway. 5.3 GIS Data. At such time as Franchisee develops or employs Geographic Information System ("GIS") technology, Franchisee shall submit the information required in Section 0 above in digital GIS format, showing the location of its Facilities within the Franchise Area. 5.4 Design 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's request, provide the location of Franchisee's Facilities within the Franchise Area by either field Ordinance No. 20-886 Page 6 of 50 markings or by locating the Facilities on the City's design drawings, and shall provide all other reasonable cooperation and assistance to the City. 5.5 One Call Locator Service. Prior to doing any work in the Franchise Area, the Franchisee shall follow established procedures, including contacting the Utility Notification Center in Washington and comply with all applicable State statutes regarding the One Call Locator Service pursuant to Chapter 19.122 RCW. Further, upon request from a third party or the City, Franchisee shall locate its Facilities consistent with the requirements of Chapter 19.122 RCW. The City shall not be liable for any damages to Franchisee's Facilities or for interruptions in service to Franchisee's customers that are a direct result of Franchisee's failure to locate its Facilities within the prescribed time limits and guidelines established by the One Call Locator Service regardless of whether the City issued a permit. Section 6. Noninterference of Facilities. 6.1 Maintenance 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 FWRC requirements, Franchise provisions, regulations, resolutions and rules, as now existing or as hereafter amended; and (3) as required by the Director in accordance with the terms herein and applicable law. This requirement applies whether the work is performed by the Franchisee, its agents, employees, subcontractors, or other third parties at Franchisee's direction. 6.2 Interference with Use of the Streets. When installing, locating, laying, or maintaining Facilities, apparatus, or improvement, Franchisee shall not interfere with the use of any street to any greater extent than is necessary, and shall leave the surface of any such street in as good condition as it was prior to performance by Franchisee of such work. Any Facility, apparatus, or improvement shall be laid, installed, located, or maintained in conformance with instructions Ordinance No. 20-886 Page 7 of 50 given by, and to the satisfaction of the City. In any event, Franchisee shall, at its own expense, and to the satisfaction of the City in accordance with the terms of the right-of-way permit,restore to City standards and specifications any damage or disturbance caused to the Rights-of-Way or any City property as a result of Franchisee's construction or operations. Section 7. Requirement to Obtain Permits&Work in the Right of Way. 7.1 Permits and Permit Applications. Franchisee shall, at its expense, obtain all permits, including but not limited to rights-of-way permits and small wireless facility permits, and pay all permit fees required by applicable City ordinances, regulations, resolutions, and rules prior to commencing any work within the Franchise Area. The manner of excavation, construction, installation, backfill, and temporary structures such as, but not limited to, traffic turnouts and road obstructions shall meet the standards of the FWRC and be 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"). 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 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 the 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. 7.3 Des gn_St .iidards for W'rel_ess Services and Undergrounding Facilities. Franchisee shall adhere to the City's Design and Construction Standards for the deployment of personal wireless services facilities, and subject to Subsection 0 below, shall underground its Facilities and/or place its Facilities within the pole as may be required by such design standards and this Franchise. Ordinance No. 20-886 Page 8 of SO Franchisee shall not be permitted to erect new poles, except as permitted pursuant to Chapter 19.256 FWRC. a. Franchisee acknowledges and agrees that if the City allows the placement of Facilities above ground the City may, at any time in the future, require the conversion of Franchisee's aerial facilities to an underground installation or to be relocated at Franchisee's expense if the existing poles on which Franchisee's Facilities are located are designated for removal due to a City projects as described in 0. This Franchise does not place an affirmative obligation on the City to allow the relocation of such Facilities on public property or in the Right-of-Ways nor does it relieve Franchisee from any FWRC provision(s) related to the siting of wireless facilities. b. Franchisee shall not be required to underground any portion of the Facility that must technically remain above-ground to operate. If the City requires undergrounding of wirelines (either telecommunications or electrical) and allows Franchisee's Facilities to remain above ground, then Franchisee shall fully cooperate with the City and modify the affected Facilities to incorporate the placement of wireline services underground and internal to the pole if the replacement pole is hollow (for example, electrical and fiber) or otherwise consistent with a design plan agreed to between the City and Franchisee, at no cost to the City. 7.4 Work in the Rights-of-Way. During any period of relocation, construction or maintenance, all work performed by Franchisee or its contractors and subcontractors shall be accomplished in a safe and workmanlike manner, so to minimize interference with the free passage of traffic and the free use of adjoining property, whether public or private. Franchisee shall at all times post and maintain proper barricades, flags, flaggers, lights, flares and other measures as required for the safety of all members of the general public and comply with all Ordinance No. 20-886 Page 9 of 50 applicable safety regulations during such period of construction as required by the ordinances of the City or the laws of the State of Washington, including RCW 39.04.180 for the construction of trench safety systems. 7.5 Coordination of Activities. Franchisee shall meet with the City and other franchise holders and users of the Rights-of-Way upon written notice as determined by the City, to schedule and coordinate construction in the Rights-of-Way. All construction locations, activities, and schedules shall be coordinated, as ordered by the City to minimize public inconvenience, disruption or damages. Section 8. Standard of Performance. 8.1 Backfilling Requirements. 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 day in which they have been opened. Trench areas within the Right-of-Way, but not within 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. 8.2 Asphalt Over tay. 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 Section 0 above. Franchisee shall install new asphalt overlay on any street that is open cut, whether in an emergency or otherwise, for a minimum of one (1) block (approximately 500 feet) in length in both directions from the open cut, unless determined otherwise by the Director. Ordinance No. 20-886 Page 10 of 50 8.3 As-Built Maps. Within fifteen (15) days of completion of any installation or modification of Franchisee'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. These plans and maps shall be provided at no cost to the City and shall include hard copies and digital files in Autocad or other industry standard readable formats that are acceptable to the City and delivered electronically. Franchisee shall warrant the accuracy of all plans, maps, and as-builts provided to the City. 8.4 Joint Trench. If Franchisee shall at any time plan to make excavations in any area covered by this Franchise, Franchisee shall afford the City, upon receipt of a written request to do so, an opportunity to share such excavation, PROVIDED THAT: a. Such joint use shall not unreasonably delay the work of the Franchisee causing the excavation to be made; b. Such joint use shall be arranged and accomplished on terms and conditions satisfactory to both parties; and C. Franchisee may deny such request for safety reasons. 8.5 Open Utility Trenches. Franchisee shall be entitled to reasonable access to open utility trenches when the City is constructing new utility trenches, provided that such access does not interfere with the City's placement of utilities or increase the City's costs. Franchisee shall pay to the City the actual cost to the City resulting from providing Franchisee access to an open trench, including without limitation the pro rata share of the costs of access to an open trench, additional costs, as determined by the City, attributed to Franchisee due to Franchisee's request to access the utility trenches, and any costs associated with the delay of the completion of a public works project. Further,the City may deny such requests if: Ordinance No. 20-886 Page 11 of 50 a. Such joint use unreasonably delays the work of the City; b. The parties cannot agree on terms and conditions; or C. Granting access to the utility trench creates a safety concern. 8.6 Additional Ducts/Conduit. Franchisee shall inform the City with at least thirty (30) days' advance written notice that it is constructing, relocating, or placing ducts or conduits in the Rights-of-Way and provide the City with an opportunity to request that Franchisee provide the City with additional duct or conduit and related structures necessary to access the conduit pursuant to RCW 35.99.070. 8.7 Tree Trimming. Franchisee may trim trees upon and overhanging on the Rights-of-Ways, streets, alleys, sidewalks, and other public places of the City so as to prevent the trees from coming in contact with Franchisee's Facilities. The right to trim trees in this Section 0 shall only apply to the extent necessary to protect Franchisee's Facilities. Franchisee shall ensure that its tree trimming activities protect the appearance, integrity, and health of the trees to the extent reasonably possible. Franchisee shall be responsible for all debris removal from such activities. All trimming, except in emergency situations, is to be done after the explicit prior written notification and approval of the City and at the expense of Franchisee. Franchisee may contract for such services, however, any firm or individual so retained must first receive City approval prior to commencing such trimming, which approval shall not be unreasonably withheld, delayed, or conditioned. Nothing herein grants Franchisee any authority to act on behalf of the City, to enter upon any private property, or to trim any tree or natural growth not owned by the City. Franchisee shall be solely responsible and liable for any damage to any third parties' trees or natural growth caused by Franchisee's actions. Franchisee shall indemnify, defend, and hold harmless the City from third-party claims of any nature arising out of any act or negligence of Ordinance No. 20-886 Page 12 of 50 Franchisee with regard to tree and/or natural growth trimming, damage, and/or removal. Franchisee shall reasonably compensate the City or the property owner for any damage caused by trimming, damage, or removal by Franchisee. Except in an emergency situation, all tree trimming must be performed under the direction of an arborist certified by the International Society of Arboriculture, unless otherwise approved by the Director. 8.8 Safety. Franchisee shall, at all times, employ professional care and shall install and maintain and use industry-standard methods for preventing failures and accidents that are likely to cause damage, injuries, or nuisances to the public. All structures and all lines, equipment, and connections in, over, under, and upon the Rights-of-Ways, wherever situated or located, shall at all times be kept and maintained in a safe condition. Franchisee shall comply with all federal, State, and City safety requirements, rules, regulations, laws, and practices, and employ all necessary devices as required by applicable law during the construction, operation, maintenance, upgrade, repair, or removal of its Facilities. By way of illustration and not limitation, Franchisee shall also comply with the applicable provisions of the National Electric Code, National Electrical Safety Code, FCC regulations, and Occupational Safety and Health Administration ("OSHA") Standards. Upon reasonable notice to Franchisee, the City reserves the general right to inspect the Facilities to evaluate if they are constructed and maintained in a safe condition. 8.9 Additional Safety_Standards. a. Franchisee shall endeavor to maintain all equipment lines and facilities in an orderly manner, including, but not limited to, the removal of all bundles of unused cable on any aerial facilities. Ordinance No. 20-886 Page 13 of 50 b. All installations of equipment, lines, and ancillary facilities shall be installed in accordance with industry-standard engineering practices and shall comply with all federal, State, and local regulations, ordinances, and laws. C. Any opening or obstruction in the Rights-of-Way or other public places made by Franchisee in the course of its operations shall be protected by Franchisee at all times by the placement of adequate barriers, fences, or boarding, the bounds of which, during periods of dusk and darkness, shall be clearly marked and visible. 8.10 Stop Work Order. On notice from the City that any work is being performed contrary to the provisions of this Franchise, or in an unsafe or dangerous manner as determined by the City, or in violation of the terms of any applicable permit, laws, regulations, ordinances, or standards, the work may immediately be stopped by the City. The stop work order shall: 8.11 Be in writing; 8.12 Be given to the person doing the work or posted on the work site; 8.13 Be sent to Franchisee by overnight delivery; 8.14 Indicate the nature of the alleged violation or unsafe condition; and 8.15 Establish conditions under which work may be resumed. Section 9. Survev Markors and Monuments. 9.1 Survey 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. In accordance with RCW 58.24.040(8), no cadastral or geodetic survey monument may be disturbed without a valid permit to remove or destroy a survey monument, issued by the Washington State Department of Natural Resources. Permit applications can be obtained on the DNR Public Land Survey Office website. The permit Ordinance No. 20-886 Page 14 of 50 application must be stamped by a registered Washington State Land Surveyor. Franchisee shall obtain the permit to remove or destroy a survey monument as necessary. All costs to obtain and comply with the permit shall be paid by Franchisee. 9.2 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, shall be borne solely by the Franchisee. A complete set of reference notes for monuments and other ties shall be filed with the City. Section 10. Work of Subcontractors and Contractors. Franchisee's contractors and subcontractors shall be licensed and bonded in accordance with State law and the City's ordinances, regulations, and requirements. Work by contractors and subcontractors are subject to the same restrictions, limitations, and conditions as if the work were performed by Franchisee. Franchisee shall be responsible for all work performed by its contractors and subcontractors and others performing work on its behalf as if the work were performed by Franchisee and shall ensure that all such work is performed in compliance with this Franchise and applicable law. section 1.1_. 1ZI�Jit ol'City to Complete Work. 11.1 Nf)n-Qompliancei N`-Irk Performed by City. 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 Ordinance No. 20-886 Page 15 of 50 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 0 herein and Franchisee's obligation to remove or relocate facilities pursuant to 0 herein. If any work by Franchisee endangers property or the public, the cure period referenced in the previous sentence shall be ten (10) days. 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 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. 11.2 Emergency Work Performed b Ci . The City retains the right and privilege to cut or move any Facilities located within the Rights-of-Way of the City, as the City may determine to be necessary, appropriate, or useful in response to any public health or safety emergency. Consistent with Section 0, Franchisee shall reimburse the City for the costs associated with the repair. 11.3 No Liability for Damage. The City shall not be liable for any damage to or loss of Facilities within the Rights-of-Way as a result of or in connection with any public works, public improvements, construction, grading, excavation, filling, or work of any kind in the Rights-of- Way by or on behalf of the City, except to the extent directly and proximately caused by the sole negligence or intentional misconduct of the City, its employees, contractors, or agents. The City shall further not be liable to Franchisee for any direct, indirect, or any other such damages suffered by any person or entity of any type as a direct or indirect result of the City's actions Ordinance No. 20-886 Page 16 of 50 under this 0 except to the extent caused by the sole negligence or intentional misconduct of the City, its employees, contractors, or agents. Section 12. Required Relocation of Facilities. 12.1 City Reservation of Rights. The City reserves the right to use, occupy and enjoy all or any part of the Franchise Area, either above, below, or adjacent to the Facilities, for any purpose. 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 and Right-of-Way improvement projects. 12.2 Relocation. The City may require Franchisee, and Franchisee covenants and agrees, to protect, support, temporarily disconnect, relocate, remove, and/or modify its Facilities within the Rights-of-Way when reasonably necessary for construction, alteration, repair, or improvement of the Right-of-Way for purposes of public welfare, health, or safety. These projects may include, but are not limited to, improving the Rights-of-Way for traffic conditions, dedications of new Rights-of-Way and the establishment and improvement thereof, widening and improvement of existing Rights-of-Way, street vacations, roadway construction, change or establishment of street grade, or the construction of any public improvement or structure, or as otherwise necessary for the operations of the City, regardless of the type of entity (public or private) performing the project. Collectively all such projects described in this Section 0 shall be considered "Public Projects." Except as otherwise provided by law, the costs and expenses associated with relocation or disconnections ordered pursuant to this Section shall be borne by Franchisee. 12.3 Notice of Public Projects. If the City determines that the project necessitates the relocation of Franchisee's existing Facilities, the City shall provide Franchisee in writing with a date by which the relocation shall be completed (the "Relocation Date") consistent with RCW Ordinance No. 20-886 Page 17 of 50 35.99.060(2). In calculating the Relocation Date, the City shall consult with Franchisee and consider the extent of facilities to be relocated, the services requirements, and the construction sequence for the relocation, within the City's overall project construction sequence and constraints, to safely complete the relocation. Franchisee shall complete the relocation by the Relocation Date, unless the City or a reviewing court establishes a later date for completion, as described in RCW 35.99.060(2). To provide guidance on this notice process, the City will make reasonable efforts to engage in the following recommended process, absent an emergency posing a threat to public safety or welfare or an emergency beyond the control of the City that will result in severe financial consequences to the City: a. The City will consult with the Franchisee in the predesign phase of any Public Project in order to coordinate the project's design with Franchisee's Facilities within such project's area. b. Franchisee shall participate in predesign meetings until such time as (i) both parties mutually determine that Franchisee's Facilities will not be affected by the Public Project or (ii) until the City provides Franchisee with written notice regarding the relocation as provided in subsection 0 below. C. Franchisee shall, during the predesign phase, evaluate and provide comments to the City related to any alternatives to possible relocations. The City will give any alternatives proposed by the Franchisee full and fair consideration, but the final decision accepting or rejecting any specific alternative shall be within the City's sole discretion. d. The City will provide Franchisee with its decision regarding the relocation of Franchisee's Facilities as soon as reasonably possible, endeavoring to provide no less than ninety (90) days prior to the commencement of the construction of such Public Project; provided, Ordinance No. 20-886 Page 18 of 50 however, that in the event that the provisions of a state or federal grant require a different notification period or process than that outlined in Section 5.5,the City will notify the Franchisee during the predesign meetings and the process mandated by the grant funding will control. e. After receipt of such written notice, Franchisee shall relocate such Facilities to accommodate the Public Project consistent with the timeline provided by the City and at no charge or expense to the City. Such timeline may be extended by a mutual agreement. 12.4 Franchisee's Duties. Within the time frame established by the City notice under Section Error! Reference source not found. requiring relocation, Franchisee shall raise, lower, or move such Facilities within the Franchise Area 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 shall, 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. The relocation of the Facilities shall be at the Franchisee's sole cost and expense except as otherwise provided in RCW 35.99.060. 12.5 Delay. Franchisee shall be solely responsible for the out-of-pocket costs incurred by the City for delays in a Public Project to the extent the delay is caused by or arises out of Franchisee's failure to comply with the final schedule for the relocation (other than as a result of a Force Majeure Event or causes or conditions caused by the acts or omissions of the City or any third party unrelated to Franchisee. Franchisee vendors and contractors shall not be considered unrelated third parties). Such out-of-pocket costs may include, but are not limited to, payment to the City's contractors and/or consultants for increased costs and associated court costs, interest, and attorneys' fees incurred by the City to the extent directly attributable to such Franchisee's Ordinance No. 20-886 Page 19 of 50 caused delay in the Public Project. Franchisee will indemnify, hold harmless, and pay the costs of defending the City, in accordance with the provisions of 0, against any and all claims, suits, actions, damages, or liabilities for delays on City construction projects caused by or arising out of the failure of Franchisee to remove or relocate its Facilities as provided in this 0; provided, that Franchisee shall not be responsible for damages due to delays caused by circumstances beyond the control of Franchisee or the sole negligence, willful misconduct, or unreasonable delay of the City or any unrelated third party. 12.6 Third-PqLty Relocations. The provisions of this 0 shall in no manner preclude or restrict Franchisee from making arrangements it may deem appropriate when responding to a request for relocation of its Facilities by any person or entity other than the City, or a third-party on behalf of the City, where the facilities to be constructed by said person or entity are not or will not become City-owned, operated, or maintained facilities provided that such arrangements do not unduly delay a City construction project. 12.7 Relocation - Franchisee Owned Structures. The cost of relocation of any Franchisee owned poles or structures shall be determined in accordance with the requirements of RCW 35.99.060(3)(b), provided, however, that the Franchisee may opt to pay for the cost of relocating its Small Wireless Facilities in order to provide consideration for the City's approval to site a Small Wireless Facility on Franchisee owned structures or poles in a portion of the Right-of-Way designated or proposed for a Public Project. For this Section 0, designation of the Right-of-Way for a Public Project shall be undertaken in the City's Comprehensive Plan in accordance with the requirements of Ch. 36.70A RCW. The Comprehensive Plan includes, but is not limited to, the Transportation element or Transportation Improvement Plan (TIP), Capital Facilities element, utilities element and any other element authorized by RCW 36.70A.070 and RCW 36.70A.080. Ordinance No. 20-886 Page 20 of 50 The parties acknowledge that this provision is mutually beneficial to the parties, as the City may otherwise deny the placement of the Small Wireless Facility at a particular site because of the cost impact of such relocation and the conflict with the City's Comprehensive Plan. 12.8 Third PgKly Structures. If the request for relocation from the City originates due to a Public Project, in which structures or poles are either replaced or removed, then Franchisee shall relocate or remove its Facilities as required by the City at no cost to the City, subject to the procedures in this 0. Franchisee acknowledges and agrees that, to the extent Franchisee's Facilities are located on poles owned by third-parties, the City shall not be responsible for any costs associated with requests arising out of a City Public Project. 12.9 Locate. Upon request of the City and in order to facilitate the design of City street and Right-of-Way improvements, Franchisee agrees, at its sole cost and expense, to locate, and if reasonably determined necessary by the City, to excavate and expose its Facilities for inspection so that the Facilities' location may be taken into account in the improvement design. The decision as to whether any Facilities need to be relocated in order to accommodate the City's improvements shall be made by the City upon review of the location and construction of Franchisee's Facilities. The City shall provide Franchisee at least fourteen (14) days' written notice prior to any request for excavation or exposure of Facilities. 12.10 City's Costs. If Franchisee fails, neglects, or refuses to remove or relocate its Facilities as directed by the City following the procedures outlined in this 0, then upon at least ten (10) days' written notice to Franchisee, the City may perform such work or cause it to be done, and the City's costs shall be paid by Franchisee pursuant to 0. Sectiqn 13. DaniaLe_Rerii-r. 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 Ordinance No. 20-886 Page 21 of 50 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 0 of this Franchise. Section 14. Default. 14.1 Remedies. The City may elect, without any prejudice to any of its other legal rights and remedies,to obtain an order from the superior court having jurisdiction compelling Franchisee to comply with the provisions of this Franchise and to recover damages and costs incurred by the City by reason of Franchisee's failure to comply. In addition to any other remedy provided herein, the City reserves the right to pursue any remedy to compel or force Franchisee and/or its successors and assigns to comply with the terms hereof, and the pursuit of any right or remedy by the City shall not prevent the City from thereafter declaring a forfeiture or revocation for breach of the conditions herein. Provided, further, that by entering into this Franchise, it is not the intention of the City or Franchisee to waive any other rights, remedies, or obligations as otherwise provided by law equity, or otherwise, and nothing contained herein shall be deemed or construed to affect any such waiver. 14.2 Notice and Cure; Damages. If Franchisee shall violate, or fail to comply with any of the provisions of this Franchise, or should it fail to heed or comply with any notice given to Franchisee under the provisions of this Franchise, the City shall provide Franchisee with written notice specifying with reasonable particularity the nature of any such breach and Franchisee shall Ordinance No. 20-886 Page 22 of SO undertake all commercially reasonable efforts to cure such breach within thirty (30) days of receipt of notification. If the parties reasonably determine the breach cannot be cured within (30) thirty days, the City may specify a longer cure period, and condition the extension of time on Franchisee's submittal of a plan to cure the breach within the specified period, commencement of work within the original thirty (30) day cure period, and diligent prosecution of the work to completion. If the breach is not cured within the specified time, or Franchisee does not comply with the specified conditions, City may, at its discretion, (1) commence revocation proceedings pursuant to Section 0, or (2) claim damages of Two Hundred Fifty Dollars ($250.00) per day against the Franchisee or bond set forth in 0, or (3) pursue other remedies as described in Section 0 above. 14.3 Revocation of Franchise. If Franchisee willfully violates or fails to comply with any of the provisions of this Franchise, or through willful misconduct or gross negligence fails to heed or comply with any notice given Franchisee by the City under the provisions of this Franchise, then Franchisee shall, at the election of the Federal Way City Council, forfeit all rights conferred hereunder and this Franchise may be revoked or annulled by the Council after a hearing held upon notice to Franchisee. Section 15. Deployment of Facilities. 15.1 City Retains Approval Authority. The City shall have the authority at all times to control by appropriately exercised police powers through ordinance or regulation, consistent with 47 U.S.C. § 253, 47 U.S.C. § 332(c)(7) and the laws of the State of Washington, the location, elevation, manner of construction, and maintenance of any of Franchisee's Facilities, and Franchisee shall promptly conform with all such requirements, unless compliance would cause Franchisee to violate other requirements of law. This Franchise does not prohibit the City from Ordinance No. 20-886 Page 23 of 50 exercising its rights under federal, state or local law to deny or give conditional approval to an application for a permit to construct any individual Facility. 15.2 City Approvals and Permits. The granting of this Franchise is not a substitute for any other City required approvals to construct Franchisee's Facilities in the Rights-of-Way ("City Approvals"). The parties agree that such City Approvals (except Right-of-Way use permits as described in 0 of this Franchise) are not considered use permits, as that term is defined in RCW 35.99.010. These City Approvals do not grant general authorization to enter and utilize the Rights-of-Way but rather grant Franchisee permission to build its specific Facilities. Therefore, City Approvals are not subject to the thirty (30) day issuance requirement described in RCW 35.99.030. The parties recognize that this provision is specifically negotiated as consideration for designating the entire City as the Franchise Area. Such City Approvals shall be issued consistent with the Codes, state, and federal laws governing wireless communication facility siting and may be in addition to any permits required under Section 0. 15.3 Preference for Existin Infrastructure' Site Specific Agreements. a. Franchisee shall utilize existing infrastructure in the City whenever possible and consistent with the design, concealment, and siting of the Codes. The erection of new poles or structures in the Right-of-Way may only be permitted if no other alternative space feasible for the installation of the Facility is available. In the event that existing infrastructure is not available or feasible for a Facility, or if the City prefers new poles or infrastructure in a particular area of the City, then Franchisee may request the placement of new or replacement structures in the Rights-of-Way consistent with the requirements of the Codes. b. Franchisee acknowledges and agrees that pursuant to RCW 35.21.860, Franchisee may be required to enter into a site-specific agreement or lease for any of the following: Ordinance No. 20-886 Page 24 of 50 (i) The placement of new poles or structures in the Right-of-Way regardless of height, unless the new structure is the result of a mandated relocation; (ii) The placement of replacement structures when the replacement is necessary for the installation or attachment of the Facilities, the replacement structure is higher than the replaced structure, and the overall height of the replacement structure and the Facility is more than sixty feet; or (iii) The placement of Facilities on poles structures owned by the City located in the Right-of-Way. C. Replacement poles or structures which remain substantially similar to existing structures or deviate in height or design as permitted within the FWRC are permissible provided that Franchisee, or the pole owner at the Franchisee's request, removes the old pole or structure promptly, but no more than ninety (90) days after the installation of the replacement pole or structure. d. This Section 15.3.4 does not place an affirmative obligation on the City to allow the placement of new infrastructure on public property or in the Rights-of-Way, nor does it relieve Franchisee from any Code provision related to the siting of wireless facilities. 15.4 Concealment. Franchisee shall construct its Facilities consistent with the concealment or stealth requirements as described in the Codes, as the same exist or are hereafter amended, or in the applicable permit(s), lease, site specific agreement, or license agreement, in order to minimize the visual impact of such Facilities. 15.5 Facilities Requests. The parties acknowledge that it is the intent of this Franchise to provide general authorization to use the Rights-of-Way for Small Wireless Facilities. The designs as illustrated in a Small Wireless Permit, including the dimensions and Ordinance No. 20-886 Page 25 of 50 number of antennas and equipment boxes and the pole height are intended and stipulated to be concealment features when considering whether a proposed modification is a substantial change under Section 6409(a) of the Spectrum Act, 47 U.S.C. § 1455(a). 15.6 Inver. Franchisee shall maintain a current inventory of Facilities throughout the Term of this Franchise. Franchisee shall provide to the City a copy of an inventory report within thirty (30) days after a reasonable request by the City. The inventory report shall include locational coordinates, date of installation, type of pole used for installation, description/type of installation for each Facility installation and photographs taken before and after the installation of the Facility and taken from the public street. Facilities that are considered Deactivated Facilities, as described in Section 0, shall be included in the inventory report and Franchisee shall provide the same information as is provided for active installations as well as the date the Facilities were deactivated and the date the Deactivated Facilities were removed from the Right- of-Way. The City shall compare the inventory report to its records to identify any discrepancies, and the parties will work together in good faith to resolve any discrepancies. Franchisee is not required to report on future inventory reports any Deactivated Facilities that were removed from the Right-of-Way since the last reported inventory and may thereafter omit reference to the Deactivated Facilities. 15.7 lhia�ithorizcd Facilities. Any Small Wireless Facilities installations in the Right-of-Way that were not authorized under this Franchise or other required City Approval ("Unauthorized Facilities") will be subject to the payment of an Unauthorized Facilities charge by Franchisee. The City shall provide written notice to Franchisee of any Unauthorized Facilities identified by City staff and Franchisee shall either(i) establish that the site was authorized, or (ii) submit a complete application to the City for approval of the Unauthorized Facilities. Upon Ordinance No. 20-886 Page 26 of 50 notice of the Unauthorized Facility, Franchisee shall be charged Five Hundred and 00/100 Dollars ($500.00) per day per Unauthorized Facility ("Unauthorized Facility Penalty"). The Unauthorized Facility Penalty shall be waived in its entirety if Franchisee can establish that the site was in fact authorized. The Unauthorized Facility Penalty shall be suspended upon the submission of a complete application to the City requesting approval of the Unauthorized Facility. If the application for such Unauthorized Facilities is denied as the final decision, then the Unauthorized Facility Penalty will resume until the Unauthorized Facilities are removed and Franchisee shall remove the Unauthorized Facilities from the City's Right-of-Way within thirty (30) days after the expiration of all appeal periods for such denial. Upon the conclusion of any matter involving an Unauthorized Facility, City shall provide Franchise an invoice detailing the total amount of the Unauthorized Facility Penalty, if any, which penalty Franchisee shall pay within thirty (30) days after receipt of notice thereof. This Franchise remedy is in addition to any other remedy available to the City at law or equity. Notwithstanding the foregoing, an Unauthorized Facility Penalty pursuant to this Franchise shall not be assessed if Franchisee received City Approval for the Small Wireless Facilities but such Small Wireless Facilities are technically inconsistent with the City Approval; provided, however, Franchisee is still required to fix any inconsistencies with the permit requirements and that this provision does not restrict the City's other enforcement rights. 15.8 Graffiti Abatement. As soon as practical, but not later than seven (7) days from the date Franchisee receives notice or is otherwise aware, Franchisee shall remove all graffiti on any of its Facilities of which it is the owner of the pole or structure or on the Facilities themselves attached to a third-party pole (e.g., graffiti on the shrouding protecting the radios). The Ordinance No. 20-886 Page 27 of 50 foregoing shall not relieve Franchisee from complying with any City graffiti or visual blight ordinance or regulation. 15.9 Emissions.Reports. a. Franchisee is obligated to comply with all laws relating to allowable presence of or human exposure to Radiofrequency Radiation("RFs") or Electromagnetic Fields ("EMFs") on or off any poles or structures in the Rights-of-Way, including all applicable FCC standards, whether such RF or EMF presence or exposure results from the Facility alone or from the cumulative effect of the Facility added to all other sources operated by Franchisee or on behalf of Franchisee on or near the specific pole or structure. Franchisee shall comply with the RF emissions certification requirements of FWRC 4.23.020(2). b. Nothing in this Franchise prohibits the City from requiring periodic testing of Franchisee's Facilities, provided that such testing is not requested on any one Facility more than once in a calendar year, unless as otherwise required by a permit or due to a modification of the Facility. The City may inspect any of Franchisee's Facilities and equipment located in the Rights-of-Way. If the City discovers that the emissions from a Facility exceeds the FCC standards, then the City may order Franchisee to immediately turn off the Facility or portion thereof committing the violation, until the emissions exposure is remedied. Such notification shall be made orally by calling 800-264-6620 and by written notice pursuant to Section 0. Franchisee is required to promptly turn off that portion of the Facility that is in violation, no later than forty-eight (48) hours after receipt of oral notice. Franchisee shall reimburse the City for any costs incurred by the City for inspecting the Facility and providing notice as described in 0. 15.10 Interference with Public Facilities. Franchisee's Facilities shall not physically interfere or cause harmful interference, as defined in 47 CFR 15.3(m), with any City operations (including, Ordinance No. 20-886 Page 28 of 50 but not limited to, traffic lights, public safety radio systems, or other City communications infrastructure), or the emergency communications operation or equipment. If the Facilities cause such harmful interference, Franchisee shall respond to the City's request to address the source of the interference as soon as practicable, but in no event later than forty-eight (48) hours after receipt of notice. The City may require, by written notice, that Franchisee power down the specific Facilities, or portion thereof, causing such interference if such interference is not remedied within forty-eight (48) hours after notice. If, within thirty (30) days after receipt of such written notice from the City of such interference, Franchisee has not abated such interference, such Facility may be deemed an Unauthorized Facility and subject to the provisions of Section 0 or removal by the City consistent with Section 0. 15.11 Interference with Other Facilities. Franchisee is solely responsible for determining whether its Facilities interfere with telecommunications facilities of other utilities and franchisees within the Rights-of-Way. Franchisee shall comply with the rules and regulations of the Federal Communications Commission regarding radio frequency interference when siting its Facilities within the Franchise Area. Franchisee, in the performance and exercise of its rights and obligations under this Franchise shall not physically or technically interfere in any manner with the existence and operation of any and all existing utilities, sanitary sewers, water mains, storm drains, gas mains, poles, aerial and underground electrical and telephone wires, electroliers, cable television, and other telecommunications, utility, or municipal property, without the express written approval of the owner or owners of the affected property or properties, except as expressly permitted by applicable law or this Franchise. `section 16. 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 Ordinance No. 20-886 Page 29 of 50 in or to the Franchise Area to Franchisee. The City reserves the right to limit or exclude Franchisee's access to a specific route, Right-of-Way or other location when, in the judgment of the Director there is inadequate space (including, but not limited to, compliance with ADA clearance requirements and maintaining a clear and safe passage through the Rights-of-Way), a pavement cutting moratorium, unnecessary damage to public property, public expense, inconvenience, interference with City utilities, or for any other reason determined by the Director. Section 17. 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 determining the value of such Facilities, no value shall be attributed to the right to occupy the Franchise Area conferred by this Franchise. Section 18. 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 thirty (30) days before vacating all or any portion of the Franchise Area, if Franchisee has Facilities within such area planned for vacation. The City may, after thirty (30) days written notice to Franchisee, terminate this Franchise with respect to any such vacated area. At Franchisee's request, the City will, if practicable, reserve an easement for Franchisee's existing facilities to continue to use the vacated area. Franchisee must provide to the City information necessary for the City to reserve such easement within the thirty (30) day period. Ordinance No. 20-886 Page 30 of 50 Section 19. Compliance with Laws. 19.1 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; provided, however, that if any term or condition of this Franchise and any term or condition of any City law, code, franchise, resolution, regulation, standard, procedure, permit, or approval are in conflict, the term or condition of this Franchise will control. 19.2 Future City of Federal Way Regulation. Franchisee acknowledges that the City may develop rules, regulations, ordinances, and specifications for the use of the right-of-way which shall 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. 19.3 Franchise Fees. Franchisee hereby represents that its operations as authorized under this Franchise are those of a telephone business as defined in RCW 82.16.010, or service provider as defined in RCW 35.99.010. As a result, the City will not impose a franchise fee under the terms of this Franchise, other than as described herein. The City hereby reserves its right to impose a franchise fee on Franchisee if Franchisee's operations as authorized by this Franchise change such that the statutory prohibitions of RCW 35.21.860 no longer apply or, if statutory prohibitions on the imposition of such fees are removed. In either instance, the City also reserves its right to require that Franchisee obtain a separate franchise for its change in use, which franchise may include provisions intended to regulate Franchisee's operations, as allowed under applicable law. 19.4 Taxes. Franchisee stipulates and agrees that certain of its business activities are subject to taxation as a cellular telephone service and that Franchisee shall pay to the City the rate Ordinance No. 20-886 Page 31 of 50 applicable to such taxable services under Chapter 3.10 FWRC, and consistent with state and federal law. The parties agree that if there is a dispute regarding tax payments that the process in Chapter 3.10 FWRC shall control. The parties agree that nothing in this Franchise shall limit the City's power of taxation as may exist now or as later imposed by the City. This provision does not limit the City's power to amend Chapter 3.10 FWRC as may be permitted by law. Section 20. Guarantee. Franchisee shall guarantee work completed by the Franchisee under this Franchise for a period of 2 years against settlement or repair including Facilities and right-of-way restoration. This guarantee shall apply only to such settlement or repair that the City attributes to Franchisee's Facilities, actions or omissions. Section 211. C liarge iC)r AdIn inistratiN,e Costs. 21.1 Administrative Fee. Franchisee shall pay a one-time fee for the actual administrative expenses incurred by the City that are directly related to the receiving and approving this Franchise pursuant to RCW 35.21.860, including the costs associated with the City's legal costs incurred in drafting and processing this Franchise. Such administrative fee shall be offset against the fee deposit required pursuant to FWRC 4.22.040; provided, however, if the administrative fee exceeds the fee deposit, then the Franchisee shall remit such additional amounts within thirty (30) days of receipt of an invoice from the City. No construction permits shall be issued for the installation of Facilities authorized until such time as the City has received payment of this fee. Franchisee shall further be subject to all permit fees associated with activities undertaken through the authority granted in this Franchise or under the laws of the City. Where the City incurs costs and expenses for review, inspection, or supervision of activities, including but not limited to reasonable fees associated with attorneys, consultants, City Staff and City Attorney time, undertaken through the authority granted in this Franchise or any ordinances relating to the Ordinance No. 20-886 Page 32 of 50 subject for which a permit fee is not established, Franchisee shall pay such costs and expenses directly to the City in accordance with the provisions of Section 0. 21.2 Emergency Repair Costs. In addition to Section 0, Franchisee shall promptly reimburse the City in accordance with the provisions of Section 0 and Section 0 for any and all costs the City reasonably incurs in response to any emergency situation involving Franchisee's Facilities, to the extent said emergency is not the fault of the City. 21.3 Reimbursement of Expenses. Franchisee shall reimburse the City within sixty (60) days of submittal by the City of an itemized billing for reasonably incurred costs, itemized by project, for Franchisee's proportionate share of all actual, identified expenses incurred by the City in planning, constructing, installing, repairing, altering, or maintaining any City facility as the result of the presence of Franchisee's Facilities in the Rights-of-Way. Such costs and expenses shall include but not be limited to Franchisee's proportionate cost of City personnel assigned to oversee or engage in any work in the Rights-of-Way as the result of the presence of Franchisee's Facilities in the Rights-of-Way. Such costs and expenses shall also include Franchisee's proportionate share of any time spent reviewing construction plans in order to either accomplish the relocation of Franchisee's Facilities or the routing or rerouting of any utilities so as not to interfere with Franchisee's Facilities. 21.4 Calculation of Costs. The time of City employees shall be charged at the hourly rate specified in the applicable Code, schedule, or other City adopted regulation. Any other costs will be billed proportionately on an actual cost basis. All billings will be itemized so as to specifically identify the costs and expenses for each project for which the City claims reimbursement. A charge for the actual costs incurred in preparing the billing may also be included in said billing. At the City's option, the billing may be on an annual basis, but the City shall provide the Ordinance No. 20-886 Page 33 of 50 Franchisee with the City's itemization of costs, in writing, at the conclusion of each project for information purposes. Section 22. Indemnification. 22.1 Franchisee releases, covenants not to bring suit, and agrees to indemnify, defend, and hold harmless the City, its officers, employees, agents, and representatives from any and all claims, costs,judgments, awards, or liability to any person, for injury or death of any person, or damage to property caused by or arising out of any acts or omissions of Franchisee, its agents, servants, officers, or employees in the performance of this Franchise and any rights granted within this Franchise. These indemnification obligations shall extend to claims that are not reduced to a suit and any claims that may be compromised, with Franchisee's prior written consent, prior to the culmination of any litigation or the institution of any litigation. 22.2 Inspection or acceptance by the City of any work performed by Franchisee at the time of completion of construction shall not be grounds for avoidance by Franchisee of any of its obligations under this 0. 22.3 The City shall promptly notify Franchisee of any claim or suit and request in writing that Franchisee indemnify the City. Franchisee may choose counsel to defend the City subject to this Section 22.3. City's failure to so notify and request indemnification shall not relieve Franchisee of any liability that Franchisee might have, except to the extent that such failure prejudices Franchisee's ability to defend such claim or suit. In the event that Franchisee refuses the tender of defense in any suit or any claim, as required pursuant to the indemnification provisions within this Franchise, and said refusal is subsequently determined by a court having jurisdiction (or such other tribunal that the parties shall agree to decide the matter), to have been a wrongful refusal on the part of Franchisee, Franchisee shall pay all of the City's reasonable costs for defense of the action, including all expert witness fees, costs, and attorney's fees, and including Ordinance No. 20-886 Page 34 of 50 costs and fees incurred in recovering under this indemnification provision. If separate representation to fully protect the interests of both parties is necessary, such as a conflict of interest between the City and the counsel selected by Franchisee to represent the City, then upon the prior written approval and consent of Franchisee, which shall not be unreasonably withheld, the City shall have the right to employ separate counsel in any action or proceeding and to participate in the investigation and defense thereof, and Franchisee shall pay the reasonable fees and expenses of such separate counsel, except that Franchisee shall not be required to pay the fees and expenses of separate counsel on behalf of the City for the City to bring or pursue any counterclaims or interpleader action, equitable relief, restraining order or injunction. The City's fees and expenses shall include all out-of-pocket expenses, such as consultants and expert witness fees, and shall also include the reasonable value of any services rendered by the counsel retained by the City but shall not include outside attorneys' fees for services that are unnecessarily duplicative of services provided the City by Franchisee. Each party agrees to cooperate and to cause its employees and agents to cooperate with the other party in the defense of any such claim and the relevant records of each party shall be available to the other parry with respect to any such defense. 22.4 Except to the extent that damage or injury arises from the sole negligence or willful misconduct of the City, its officers, officials, employees or agents, the obligations of Franchisee under the indemnification provisions of this 0, and any other indemnification provision herein, shall apply regardless of whether liability for damages arising out of bodily injury to persons or damages to property were caused or contributed to by the concurrent negligence of the City, its officers, officials, employees or agents and the Franchisee. Notwithstanding the proceeding sentence, to the extent the provisions of RCW 4.24.115 are applicable, the parties agree that the Ordinance No. 20-886 Page 35 of 50 indemnity provisions hereunder shall be deemed amended to conform to said statute and liability shall be allocated as provided therein. It is further specifically and expressly understood that the indemnification provided constitutes Franchisee's waiver of immunity under Title 51 RCW, solely for the purposes of this indemnification, relating solely to indemnity claims made by the City directly against the Franchisee for claims made against the City by Franchisee's employees. This waiver has been mutually negotiated by the parties. 22.5 Notwithstanding any other provisions of this 0, Franchisee assumes the risk of damage to its Facilities located in the Rights-of-Way and upon City-owned property from activities conducted by the City, its officers, agents, employees, volunteers, elected and appointed officials, and contractors, except to the extent any such damage or destruction is caused by or arises from any solely negligent, willful misconduct, or criminal actions on the part of the City, its officers, agents, employees, volunteers, or elected or appointed officials, or contractors. In no event shall the City be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including by way of example and not limitation lost profits, lost revenue, loss of goodwill, or loss of business opportunity in connection with its performance or failure to perform under this Franchise. Franchisee releases and waives any and all such claims against the City, its officers, agents, employees, volunteers, or elected or appointed officials, or contractors. Franchisee further agrees to indemnify, hold harmless and defend the City against any claims for damages, including, but not limited to, business interruption damages, lost profits and consequential damages, brought by users of Franchisee's Facilities as the result of any interruption of service due to damage or destruction of Franchisee's Facilities caused by or arising out of activities conducted by the City, its officers, agents, employees or contractors. Ordinance No. 20-886 Page 36 of 50 22.6 The provisions of this 0 shall survive the expiration, revocation, or termination of this Franchise. Section 23. Insurance. 23.1 Franchisee shall procure and maintain for so long as Franchisee has Facilities in the Public Ways, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the acts or omissions of Franchisee. Franchisee shall require that every subcontractor maintain substantially the same insurance coverage with substantially the same policy limits as required of Franchisee. Franchisee shall procure insurance from insurers with a current A.M. Best rating of not less than A- VII. Franchisee shall provide a copy of a certificate of insurance and blanket additional insured endorsement to the City for its inspection at the time of acceptance of this Franchise, and such insurance certificate shall evidence a policy of insurance that includes: a. Automobile Liability insurance with limits of $5,000,000 combined single limit for each accident for bodily injury and property damage; b. Commercial General Liability insurance, written on an occurrence basis with limits of $5,000,000 per occurrence for bodily injury and property damage and $5,000,000 general aggregate including personal and advertising injury, blanket contractual; premises- operations; independent contractors; products and completed operations; explosion, collapse and underground (XCU); c: Pollution liability shall be in effect throughout the entire Franchise term, with a limit of one million dollars ($1,000,000) per occurrence, and two million dollars ($2,000,000) in the aggregate; Ordinance No. 20-886 Page 37 of 50 d. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington and Employer's Liability with a limit of $1,000,000 each accident/disease/policy limit. Evidence of qualified self-insurance is acceptable; and e. Excess Umbrella liability policy with limits of$10,000,000 per occurrence and in the aggregate. Franchisee may use any combination of primary and excess to meet required total limits. 23.2 Payment of deductible or self-insured retention shall be the sole responsibility of Franchisee. Franchisee may utilize primary and umbrella liability insurance policies to satisfy the insurance policy limits required in this 0. Franchisee's umbrella liability insurance policy shall be at least as broad as its primary coverage. 23.3 The required insurance policies, with the exception of Workers' Compensation and Employer's Liability obtained by Franchisee shall include the City, its officers, officials, and employees ("Additional Insureds"), as an additional insured as their interest may appear with regard to any work or operations performed under this Franchise or by or on behalf of the Franchisee. The coverage shall contain no special limitations on the scope of protection afforded to the Additional Insureds. In addition, the insurance policy shall contain a clause stating that coverage shall apply separately to each insured against whom a claim is made, or suit is brought, except with respect to the limits of the insurer's liability. Franchisee shall provide to the City upon acceptance a certificate of insurance and blanket additional insured endorsement. Receipt by the City of any certificate showing less coverage than required is not a waiver of Franchisee's obligations to fulfill the requirements. Franchisee's required general and auto liability insurance shall be primary insurance with respect to the City. Any insurance, self-insurance, or insurance Ordinance No. 20-886 Page 38 of 50 pool coverage maintained by the City shall be in excess of Franchisee's required insurance and shall not contribute with it. 23.4 Upon receipt of notice from its insurer(s), Franchisee shall provide the City with thirty (30) days prior written notice of any cancellation of any insurance policy, required pursuant to this 0. Franchisee shall, prior to the effective date of such cancellation, obtain replacement insurance policies meeting the requirements of this 0. Failure to provide the insurance cancellation notice and to furnish to the City replacement insurance policies meeting the requirements of this 0 shall be considered a material breach of this Franchise and subject to the City's election of remedies described in 0 above. Notwithstanding the cure period described in 0 above, the City may pursue its remedies immediately upon a failure to furnish replacement insurance. 23.5 Franchisee's maintenance of insurance as required by this Section 23 shall not be construed to limit the liability of Franchisee to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or equity. Further, Franchisee's maintenance of insurance policies required by this Franchise shall not be construed to excuse unfaithful performance by Franchisee. 23.6 The City may review all insurance limits once every three years during the Term and upon prior written notice to and review by Franchisee, may make reasonable adjustments in the limits upon thirty (30) days' prior written notice to Franchisee. Franchisee shall then provide a certificate of insurance to evidence the insurance coverage required by this Agreement and the additional insured endorsement. 23.7 As of the Effective Date of this Franchise, Franchisee is not self-insured. Should Franchisee wish to become self-insured at the levels outlined in this Franchise at a later date, Ordinance No. 20-886 Page 39 of 50 Franchisee or its affiliated parent entity shall comply with the following: (1) provide the City, upon request, a copy of Franchisee's, or its parent company's, most recent audited financial statements, if such financial statements are not otherwise publicly available; (2) Franchisee or its parent company is responsible for all payments within the self-insurance program; and (3) Franchisee assumes all defense and indemnity obligations as outlined in the indemnification section of this Franchise. Section 24. Bond. 24.1 Construction Performance Bond. Franchisee shall furnish a performance bond ("Performance Bond") written by a corporate surety reasonably acceptable to the City equal to at least 120% of the estimated cost of constructing Franchisee's Facilities within the Rights-of-Way of the City prior to commencement of any such work or such other amount as deemed appropriate by the Director. The Performance Bond shall guarantee the following: (1) timely completion of construction; (2) construction in compliance with all applicable plans, permits, technical codes, and standards; (3) proper location of the Facilities as specified by the City; (4) restoration of the Rights-of-Way and other City properties affected by the construction in accordance with the terms herein; (5) submission of as-built drawings after completion of construction; and (6) timely payment and satisfaction of all claims, demands, or liens for labor, materials, or services provided in connection with the work which could be asserted against the City or City property. Said bond must remain in full force until the completion of construction, including final inspection, corrections, and final approval of the work, recording of all easements, provision of as-built drawings, and the posting of a Maintenance Bond as described in Section 0. Compliance with the Performance Bond requirement of the City's current Design and Construction Standards shall satisfy the provisions of this Section 0. Ordinance No. 20-886 Page 40 of 50 24.2 Maintenance Bond. Franchisee shall furnish a two (2) year maintenance bond ("Maintenance Bond"), or other surety acceptable to the City, at the time of final acceptance of construction work on Facilities within the Rights-of-Way. The Maintenance Bond amount will be.equal to ten percent (10%) of the documented final cost of the construction work, but in no event shall a bond of more than $250,000 be required. The Maintenance Bond in this Section 0 must be in place prior to City's release of the bond required by Section 0. Compliance with the Maintenance Bond requirement of the City's current Design and Construction Standards shall satisfy the provisions of this Section 0. 24.3 Franchise Bond. Franchisee shall provide City with a bond in the amount of Fifty Thousand Dollars ($50,000.00) ("Franchise Bond") running or renewable for the term of this Franchise, in a form and substance reasonably acceptable to City. In the event Franchisee shall fail to substantially comply with any one or more of the provisions of this Franchise following notice and a reasonable opportunity to cure, then there shall be recovered jointly and severally from Franchisee and the bond any actual damages suffered by City as a result thereof, including but not limited to staff time, material and equipment costs, compensation or indemnification of third parties, and the cost of removal or abandonment of facilities hereinabove described. Franchisee specifically agrees that its failure to comply with the terms of this 0 shall constitute a material breach of this Franchise. The amount of the bond shall not be construed to limit Franchisee's liability or to limit the City's recourse to any remedy to which the City is otherwise entitled at law or in equity. Section 25. Abandonment. 25.1 Where any Facilities or portions of Facilities are no longer needed, and their use is to be discontinued, the Franchisee shall report within thirty (30) days such Facilities in writing ("Deactivated Facilities") to the Director. This notification is in addition to the inventory Ordinance No. 20-886 Page 41 of 50 revisions addressed in 0. Deactivated Facilities, or portions thereof, shall be completely removed within ninety (90) days and the site, pole or infrastructure restored to its pre-existing condition. This requirement shall include the removal of any underground Facilities within the Rights-of- Way unless otherwise agreed to by the City. Franchisee must apply and receive a permit, pursuant to Section 0,prior to any such removal of Facilities from the Rights-of-Ways. 25.2 In the event that the use of any part of the Facilities are discontinued for any reason for a continuous period of six (6) months or more, or in the event such Facility has been installed in any Right-of-Way or other public place without complying with the requirements of this Franchise or other City ordinances, the provisions of Section 0 shall govern. 25.3 Any property of Franchisee remaining in place ninety (90) days after such notice, termination or expiration of this Franchise shall be considered permanently abandoned. The City may extend such time not to exceed an additional thirty(30) days. Any costs incurred by the City in safeguarding such Facilities or removing the Facilities shall be reimbursed by Franchisee. Nothing contained within this 0 shall prevent the City from compelling Franchisee to remove any such Facilities through judicial action when the City has not permitted Franchisee to abandon said Facilities in place. 25.4 Any property of Franchisee permitted by the City to be abandoned in place shall be abandoned in such manner as the City shall prescribe. Upon permanent abandonment of the property of Franchisee in place, the property shall become that of the City, and Franchisee shall submit to the City Clerk an instrument in writing, to be approved by the City Attorney, transferring to the City the ownership of such property. 25.5 The provisions of this 0 shall survive the expiration, revocation, or termination of this Franchise. Ordinance No. 20-886 Page 42 of 50 Section 26. General Provisions. 26.1 Entire Agreement. 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 understandings pertaining to any such matters shall be effective for any purpose. 26.2 Modification. No provision of this Franchise may be amended or added to except by agreement in writing signed by both of the Parties. 26.3 Assi�LT.nmen1. a. This Franchise may not be directly or indirectly assigned, transferred, or disposed of by sale, lease, merger, consolidation or other act of Franchisee, by operation of law or otherwise, unless approved in writing by the City, which approval shall not be unreasonably withheld, conditioned or delayed. The above notwithstanding, Franchisee may freely assign this Franchise in whole or in part to a parent, subsidiary, or affiliated entity, unless there is a change of control as described in Section 0 below, or for collateral security purposes. Franchisee shall provide prompt, written notice to the City of any such assignment. In the case of transfer or assignment as security by mortgage or other security instrument in whole or in part to secure indebtedness, such consent shall not be required unless and until the secured party elects to realize upon the collateral. For purposes of this Section, no assignment or transfer of this Franchise shall be deemed to occur based on the public trading of Franchisee's stock; provided, however, any tender offer, merger, or similar transaction resulting in a change of control shall be subject to the provisions of this Franchise. b. Any transactions that singularly or collectively result in a change of more than fifty percent (50%) of the: ultimate ownership or working control of Franchisee, ownership or working control of the Facilities, ownership or working control of affiliated entities having ownership or working control of Franchisee or of the Facilities, or of control of the capacity or Ordinance No. 20-886 Page 43 of 50 bandwidth of Franchisee's Facilities, shall be considered an assignment or transfer requiring City approval. Transactions between affiliated entities are not exempt from City approval if there is a change in control as described in the preceding sentence. Franchisee shall promptly notify the City of any proposed change in, or transfer of, or acquisition by any other party of control of Franchisee. Every change, transfer, or acquisition of control of Franchisee shall cause a review of the proposed transfer. The City shall approve or deny such request for an assignment or transfer requiring City's consent within one-hundred twenty (120) days of a completed application from Franchisee, unless a longer period of time is mutually agreed to by the parties or when a delay in the action taken by the City is due to the schedule of the City Council and action cannot reasonably be obtained within the one hundred twenty (120) day period. In the event that the City adopts a resolution denying its consent and such change, transfer, or acquisition of control has been affected, the City may revoke this Franchise, following the revocation procedure described in Section 0 above. The assignee or transferee must have the legal, technical, financial, and other requisite qualifications to own, hold, and operate Franchisee's Services. Franchisee shall reimburse the City for all direct and indirect costs and expenses reasonably incurred by the City in considering a request to transfer or assign this Franchise, in accordance with the provisions of Section 0 and Section 0, and shall pay the applicable application fee. C. Franchisee may, without prior consent from the City: (1) lease the Facilities, or any portion, to another person; (2) grant an indefeasible right of user interest in the Facilities, or any portion, to another person; or (3) offer to provide capacity or bandwidth in its Facilities to another person, provided further, that Franchisee shall at all times retain ownership over its Facilities and remain fully responsible for compliance with the terms of this Franchise, and Ordinance No.20-886 Page 44 of 50 Franchisee shall furnish, upon request from the City, a copy of any such lease or agreement, provided that Franchisee may redact the name, street address (except for City and zip code), Social Security Numbers, Employer Identification Numbers or similar identifying information, and other information considered confidential under applicable laws provided in such lease or agreement, and the lessee complies, to the extent applicable, with the requirements of this Franchise and applicable City codes. Franchisee's obligation to remain fully responsible for compliance with the terms under this Section 0 shall survive the expiration of this Franchise but only if and to the extent and for so long as Franchisee is still the owner or has exclusive control over the Facilities used by a third party. 26.4 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 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. 26.5 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. Venue for any dispute related to this Franchise shall be the United States District Court for the Western District of Washington, or King County Superior Court. 26.6 Authorily. 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. 26.7 Designated Contact. Franchisee shall use reasonable efforts to periodically update the City with contact information for a Franchise manager or government affairs liaison to act as a Ordinance No. 20-886 Page 45 of 50 resource for the City for Franchise related questions, including but not limited to questions related to Franchise compliance, scheduling and construction. Such information shall be provided at the time of acceptance of this Franchise. Failure to periodically update the City with the contact information will not be considered a breach of this Franchisee. 26.8 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: CITY OF FEDERAL WAY SEATTLE SMSA LIMITED PARTNERSHIP Attn: Public Works Director D/B/A VERIZON WIRELESS 33325 8th Avenue South Attn: Network Real Estate Federal Way, WA 98003 180 Washington Valley Road Bedminster,New Jersey 07921 with a copy to: with a copy to: CITY OF FEDERAL WAY Attn: City Attorney SEATTLE SMSA LIMITED PARTNERSHIP 33325 8th Avenue South D/B/A VERIZON WIRELESS Federal Way, WA 98003 Attn: Pacific Market General Counsel 15505 Sand Canyon Avenue Irvine, CA 92618 Any notice required or permitted under this Franchise shall be in writing, and shall be delivered personally, delivered by a nationally recognized overnight courier, or sent by registered or certified mail, return receipt requested, to the other party at the address listed below. If such notice, demand or other communication shall be served personally, service shall be conclusively deemed made at the time of such personal service. If such notice, demand or other communication is given by overnight delivery, it shall be conclusively deemed given the day after it was sent to the party to whom such notice, demand or other communication is to be given. If such notice, demand or other communication is given by mail, it shall be conclusively deemed given three (3) days after it was deposited in the United States mail addressed to the party to whom such notice, demand or other communication is to be given. Ordinance No. 20-886 Page 46 of 50 26.9 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. 26.10 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. 26.11 Hazardous Substances. Franchisee shall not introduce or use any hazardous substances (chemical or waste), in violation of any applicable law or regulation, nor shall Franchisee allow any of its agents, contractors or any person under its control to do the same. Franchisee will be solely responsible for and will defend, indemnify and hold the City, its officers, officials, employees, agents and volunteers harmless from and against any and all claims, costs and liabilities including reasonable attorneys' fees and costs, arising out of or in connection with the cleanup or restoration of the property to the extent associated with Franchisee's use, storage, or disposal of hazardous substances, whether or not intentional, and the use, storage, or disposal of such substances by Franchisee's agents, contractors or other persons acting under Franchisee's control, intentional or not. 26.12 FAA. Franchisee acknowledges that it, and not the City, shall be responsible for the premises and equipment's compliance with all marking and lighting requirements of the FAA and the FCC. Franchisee shall indemnify and hold the City harmless from any fines or other liabilities caused by Franchisee's failure to comply with such requirements. Should Franchisee or the City be cited by either the FCC or the FAA because the Facilities or the Franchisee's equipment is not in compliance and should Franchisee fail to cure the conditions of noncompliance within the timeframe allowed by the citing agency, the City may either terminate Ordinance No. 20-886 Page 47 of SO this Franchise immediately on notice to the Franchisee or proceed to cure the conditions of noncompliance at the Franchisee's expense. Section 27. Severability. Should any section, subsection,paragraph, sentence, clause, or phrase of this ordinance, or its application to any person or situation, be declared unconstitutional or invalid for any reason, such decision shall not affect the validity of the remaining portions of this ordinance or its application to any other person or situation. The City Council of the City of Federal Way hereby declares that it would have adopted this ordinance and each section, subsection, sentence, clauses, phrase, or portion thereof, irrespective of the fact that any one or more sections, subsections, sentences, clauses,phrases, or portions be declared invalid or unconstitutional. Section 28. Corrections. The City Clerk and the codifiers of this ordinance are authorized to make necessary corrections to this ordinance including, but not limited to, the correction of scrivener/clerical errors, references, ordinance numbering, section/subsection numbers and any references thereto. Section 29. Ratification. Any act consistent with the authority and prior to the effective date of this Franchise is hereby ratified and affirmed. Section 30. Effective Date. This Franchise shall take effect and be in full force five (5) days after its passage and publication, according to law(see Effective Date below). PASSED by the City Council of the City of Federal Way this 3rd day of February, 2020. [signatures to follow] Ordinance No. 20-886 Page 48 of 50 CITY OF FEDERAL WAY: c: r JI LL, MAYOR ATTEST: STEPI LAME COURTNEY!;"CMC, CITY CLERK APPROVED AS TO FORM: ap Co J. RYAN CALL, CIVY ATTORNEY FILED WITH THE CITY CLERK: 02/12/2020 PASSED BY THE CITY COUNCIL: 03/03/2020 PUBLISHED: 03/06/2020 EFFECTIVE DATE: 03/11/2020 ORDINANCE NO.: 20-886 Ordinance No. 20-886 Page 49 of 50 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 H�- day of M a.�-ch .20 Zb. SEATTLE SMSA LIMITED PARTNERSHIP d/b/a VERIZON WIRELESS By Cell Partnership,its General Partner By: �- Its: Cordon Cook Director-Network Field Engineering Ordinance No.20-886 Page 50 of 50 STATE OF WASHINGTON ) ) ss. COUNTY OF KING ) On this 1�day of , 2020, before me, a Notary Public in and for the State of Washington, personally appeared Gordon Cook, personally known to me (or proved to me on the basis of satisfactory evidence)to be the person who executed this instrument, on oath stated that he was authorized to execute the instrument, and acknowledged it as the - 1 $k&VJJ2,Df Seattle SMSA Limited Partnership d/b/a Verizon Wireless, By Cellco Partnership, Its General Partner, to be the free and voluntary act and deed of said party for the uses and purposes mentioned in the instrument. IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day and year first above written. N and f the State of WA, residing at My appointment expir�'�eAAs M2-Z - Print Name �a 11�tiC JANNETTE L CLARK Notary Public State of Washington Commission # 173345 My Comm. Expires Aug 29, 2022