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HomeMy WebLinkAboutOrd 2647 - Telecommunications System Franchise with Extenet SystemsC1,9ty Of Tulcwii Ir o AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, GRANTING A NON-EXCLUSIVE FRANCHISE TO EXTENET SYSTEMS, INC., A DELAWARE CORPORATION, LEGALLY AUTHORIZED TO CONDUCT BUSINESS IN THE STATE OF WASHINGTON, FOR THE PURPOSE OF CONSTRUCTING, OPERATING, AND MAINTAINING A TELECOMMUNICATIONS SYSTEM IN THE PUBLIC RIGHTS-OF-WAY IN THE CITY; PROVIDING FOR SEVERABILITY; AND ESTABLISHINGAN EFFECTIVE DATE. WHEREAS, EXTENET Systems, Inc., a Delaware corporation, hereinafter referred to as "EXTENET' is a telecommunications company that, among otherthings, provides personal wireless services to customers in the Puget Sound region; and WHEREAS, EXTENET's desired route through the City of Tukwila, hereinafter referred to as "City," requires the use of certain portions of City rights-of-way for the installation, operation and maintenance of a telecommunications system; and WHEREAS, the City Council has determined that the use of portions of the City's rights-of-way for installation of a telecommunications system is appropriate from the standpoint of the benefits to be derived by local business and the region as a result of such services; and WHEREAS, the City Council also recognizes thatthe use of public rights-of-way must be restricted to al I ow for th a construction of amenities n ecessaryto serve the fu to re n eeds of the citizens of Tukwila and that the coordination, planning and management of the City's rights-of-way is necessaryto ensure thatthe burden of costs for the operations of non -municipal interests are not borne by the citizenry; and WHEREAS, the Revised Code of Washington (RCW)authorizesthe City to grantand regulate non-exclusive franchises for the use of public streets, rights-of-way and other public property for installation, operation and maintenance of communications facilities; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, HEREBY ORDAINS AS FOLLOWS: CC: Leg is lative Development\Extenet Franchise Agreement 11-10-20 EC:bjs Page 1 of 20 Section 1. Definitions. A. Forth e purposes of this Franchise Agreement and the Exhibit attached hereto, the following terms, words, phrases, and their derivations where capitalized shall have the meanings given herein. Terms not defined herein shall have the meaning given in Title 11 of the Tukwila Municipal Code. Terms not defined herein or in Title 11 of the Tukwila Municipal Code shall have the meaning given pursuantto such federal statutes, rules, or regu lationsthat apply to and regulatethe services provided by EXTENET. Words not otherwise defined shall be given theircommon and ordinary meaning. B. When not inconsistent with the context, words used in the present tense include the future, words in the plural include the singular, and words in the singular include the plural. The word "shall" is always mandatory. References to governmental entities (whether persons or entities) refer. to those entities or their successors in authority. If specific provisions of law, regulation or rule referred to herein are renumbered, then the reference shall be read to referto the renumbered provision. 1. "Affiliate" when used in connection with EXTENETmeans any Person who owns or controls, is owned or controlled by, or is undercommon ownership or control with EXTENET. 2. "Construct" shall mean to construct, reconstruct, install, reinstall, align, realign, locate, relocate, adjust, affix, attach, replace, repair, monitor, maintain, use, relocate, remove, or support. 3. "Default" shall mean any failure ofa Party to keep, observe, or perform any of its duties or obligations under this Franchise that is not cured within 30 days after receipt of written notice from the non -defaulting Party. 4. "Design Document(s)" shall mean the plans and specifications for the construction of the Facilities meeting the minimum applicable general plan submittal requirementsfor engineering services plan review as set forth in the City's Infrastructure Design and Construction Standards Manual (the "Standards"), illustrating and describing the refinement of the design of the Telecommunications System Facilities to be Constructed, establishing the scope, relationship, forms, size and appearance of the Facilities by means of plans, sections and elevations, typical construction details, location, alignment, materials, and equipment layouts. The Design Documents shall include specifications that identify utilities, major material and systems, Public Right -of -Way improvements, restoration and repair, and establish in general theirquality levels. 5. "Dispute" shall mean a question or controversy that arises between the Parties concerning the observance, performance, interpretation or implementation of any oftheterms, provisions, or conditions contained in this FranchiseAgreementor the rights or obligations of either Party underthis Franchise Agreement. 6. "Emergency" shall mean and refer to a sudden condition or set of circumstances that: (a) significantly disrupts or interrupts the operation of Facilities in the Public Rights -of -Way and EXTENET's ability to continue to provide services if immediate action is nottaken; or (b) presents an immediate threat of harm to persons or property if immediate action is not taken. CC: Leg isIative Development\Extenet Franchise Agreement 11-10-20 EC:bjs Page 2 of 20 7. "Facility or Facilities" means any part oral I of the facilities, equipment and appurtenances of EXTENET whether underground or overhead and located within the Public Rights -of -Way as part of EXTENET's Telecommunications System, including but not limited to, conduit, case, pipe, line, fiber, cabling, equipment, equipment cabinets and shelters, vaults, generators, conductors, poles, carriers, drains, vents, guy wires, encasements, sleeves, valves, wires, supports, foundations, anchors, transmitters, receivers, antennas, and signage. 8. "Franchise"' shall mean the grant, once accepted, giving general permission to EXTENETto enterinto and upon the Public Rights-of-Wayto use and occu pythe same for the purposes authorized herein, all pursuantand subject to the terms and conditions as set forth herein. 9. "Law(s)" shall mean all present and future applicable laws, ordinances, rules, regulations, resolutions, environmental standards, orders, decrees and requirements of all federal, state, and local governments, the departments, bureaus, or commissions thereof, or other governmental authorities, including the City acting in its governmental capacity. References to Laws shall be interpreted broadly to cover govern men tactions, however nominated. 10. "Party(ies)" shall mean eitherthe City or EXTENET or both. 11. "Permit" means a permit issued underthe regulatory authority of the City that provides specific requirements and conditions for Work to Construct Facilities within the PublicRights-of-Wayand includes, butis notlimited to: a construction permit, building permit, street excavation permit, barricade permit, and clearing and grading permit. 12. "Person" means and includes any individual, corporation, partnership, association, joint-stock company, limited liability company, political subdivision, public corporation, taxing district, trust, or any other legal entity, but not the City or any Person undercontract with the City to perform work in the Public Rights -of -Way. 13. "Public Right(s)-of-Way" shall mean the surface of, and the space above and below, any public street, highway, freeway, bridge, land path, alley, court, boulevard, sidewalk, way, lane, public way, drive, circle or other public right-of-way, including any easement now or hereafter held by the City within the corporate boundaries of the City as now or hereafter constituted for the purpose of publictravel, and over which the City has authority to grant permits, licenses, or franchisesfor use thereof, or has regulatory authorityto thereover, excluding: railroad rights-of-way, airports, harbor areas, buildings, parks, poles, conduits, and excluding such similar facilities or property owned, maintained, or leased by the City in its proprietary capacity or as an operator of a utility. 14. "Public Works Director" shall mean the Public Works Director for the City or their designee, or such officer or person who has been assigned the duties of Public Works Director or their designee. 15. "Service" shall mean the service or services authorized to be provided by EXTENET underthe terms and conditions of this Franchise Agreement. 16. "Telecommunications System" shall mean all necessary Facilities to establish a small wireless network located in, under, and above City owned Public Right(s)-of-Way for the provision of personal wireless services, including: commercial CC: Legislative Development\ExtenetFranchise Agreement 11-10-20 EC:bjs Page 3 of 20 mobile services, unlicensed wireless services, and common carrier wireless exchange access services. "Telecommunications System" shall not mean or include Facilities owned or used by EXTENET for the provision of cable television services, video programming, or services other than personal wireless services, including ownership and/or operation of a dark fiber network. 17. "Work" shall mean any and all activities of EXTENET, or its officers, directors, employees, agents, contractors, subcontractors, volunteers, invitees, or licensees, within the Public Rights-of-Wayto Constructthe Facilities. Section 2. Non-exclusive Franchise Granted. A. The City hereby grants to EXTENET, subject to the conditions prescribed in this ordinance ("Franchise Agreement"), the franchise rights and authority to Construct and operate its Facilities necessary for a Telecommunications System within all City -owned Public Rights -of -Way, generally described as that area within the present and future boundaries of the City and hereinafter referred to as the "Franchise Area". B. The foregoing franchise rights and authority ("Franchise")shall not be deemed to be exclusive to EXTENET and shall in noway prohibitor limit the City's ability to grant other franchises, permits, or rights along, over or underthe areas to which this Franchise has been granted to EXTENET; provided, that such otherfranchises do not u n reasonably interfere with EXTENET's exercise of franchise rights granted herein as determined by the City. This Franchise shall in noway interfere with existing utilities or in anyway limit, prohibitor prevent the City from using the Franchise Area or affect the City's jurisdiction over such area in anyway. C. This Franchise Agreement merely authorizes EXTENET to occupy and use the Franchise Area. Nothing contained herein shall beconstrued to grant or conveyany right, title, or interest in the FranchiseAreato EXTENET. D. The City does not warrant its title or property interest in or to any franchise area nor undertake to defend EXTENET in the peaceable possession or use of the franchise area. No covenantof quietenjoyment is made. Section 3. Authority. The Director of Public Works or designee is hereby granted the authority to administer and enforce the terms and provisions of this Franchise Agreement and may develop such lawful and reasonable rules, policies and procedures as the Public Works Director deems necessary to carry out the provisions contained herein. Section 4. Franchise Term. The franchise rights granted herein shall remain in full force and effect for a period of 10 years from the effective date of this ordinance. However, this Franchise Agreement shall not take effect and EXTENET shall have no rights under this Franchise Agreement unless a written acceptance with the City is received pursuantto Section 5 of this Agreement. If EXTENET desires to renew this Franchise Agreement, it shall file a renewal application with the City between 180 days and 120 days prior to the expiration of the existing term. In the event of such filing, the City may extend the term of this Franchise Agreement in one-year increments beyond the CC: Leg isIative Development\Extenet Franchise Agreement 11-10-20 EC:bjs Page 4 of 20 expiration date to allow processing of renewal. If the City elects to extend the term of this Franchise, written notice of the extension shall be provided to EXTENET prior to the Franchise expiration date. EXTENET must sign the written approval of the extension agreeing to all the terms of the prior agreement and the extension. Section 5. Acceptance of Terms and Conditions. The full acceptance of this Franchise Agreement and all the terms and conditions shall be filed with the City Clerk within 30days of the effective date of this ordinance in theform attached hereto as Exhibit A. Failu re on the part of EXTENET to file said consentwithin 30 days of the effective date of this ordinance shall void and nullify any and all rights granted underthis Franchise Agreement. Section 6. Construction Provisions and Standards. The following provisions shall be considered mandatory and failureto abide by any conditions described herein shall be deemed as non-compliance with the terms of this Fran chiseAgreementand may result in some or all of the penalties specified in Section 7. 1. Permit Required. No construction, maintenance, or repairs (except for emergency repairs) shall be undertaken in the Franchise Area without first obtaining appropriate Permits from the City of Tukwila. In case of an emergency, EXTENET shall, within 24 hours of the emergency, obtain a Permit from the Cityof Tukwila'sPublicWorks Department. 2. Coordination. Any element of a City capital construction project which is performed by EXTENET within the Franchise Area shall be inspected by a City inspector. All work and inspection shall be coordinated with the Engineering Division of the Public Works Department to ensure consistency with City infrastructure, future Capital Improvement Projects, all developer improvements, and pertinentcodes and ordinances in effect on the date the permits and authorizations are issued forthe affected Facilities. 3. Notice to the Public. Except in the case of an Emergency, the City retains the right to require EXTENET to notify the public prior to commencing any significant planned Construction that EXTENET reasonably anticipates will materially disturb or disrupt public property or have the potential to presenta danger or affect the safety of the public generally. 4. Use of Public Rights -of -Way. Within parameters related to the City's role in protecting the public health, safety, and welfare and except as may be otherwise preempted by Law, the City may require that Facilities be installed at a particulartime, at a specific place, or in a particular manner as a condition of access to the proposed Franchise Area and may deny access if EXTENET is not willing to comply with such requirements; and, may require removal of any Facilitythat is notinstalled in compliance with the Standards provided in this Fran chiseAgreementorwhich is installed without prior City approval of the time, place, or mannerof installation. 5. Construction Standards. Any construction, installation, maintenance, and restoration activities performed by or for EXTENET within the Franchise Area shall be constructed and located so as to produce the least amountof interference with the free passage of pedestrian and vehiculartraffic and the rights and reasonable convenience of property owners, businesses, and residents along the Public Rights -of -Way. All CC: Legislative Development\Extenet Franchise Agreement 11-10-20 EC:bjs Page 5 of 20 construction, installation, maintenance and restoration activities shall be conducted such thatthey conform to the City's development guidelines and standards in effecton the date the permits and authorizations are issued for the affected Facilities and comply with Title 11 of the Tukwila Municipal Code. EXTENET's Facilities shall be designed, located, aligned, and constructed so as not to disturb or impairthe use or operation of any street improvements, utilities, and related facilities of the City or the City's existing lessees, licensees, permitees, franchisees, easement beneficiaries or lien holders, without prior written consent of the City or the parties whose improvements are interfered with and whose consent is required pursuantto agreements with the City existing prior to the effective date. 6. Duty to Restore. a. EXTENET shall, after completion of construction of any part of its Telecommunications System, leave the Public Rights -of -Way and other property disturbed nearby in as good or better condition in all respects as it was in before the commencementof such Construction. EXTENETagreesto promptly complete restoration work to the reasonable satisfaction of the City and in conformance with City Standards at the sole cost of EXTENET. b. If EXTENET's Work causes unplanned, unapproved, or unanticipated disturbance or alteration or damage to Public Rights -of -Way or other public property, EXTENET shall, at EXTENET's sole cost, promptly remove any obstructions therefrom and restore such Public Rights -of -Way and public property to the satisfaction of the City and in accordance with City Standards. c. If weather or other conditions do not allow the complete restoration required, EXTENET shall temporarily restore the affected Public Right -of -Way or public property. EXTENET shall promptly undertake and complete the required permanent restoration when the weather or other conditions no longer prevent such permanent restoration. 7. Notice. If EXTENET's Work causes unplanned, unapproved, or unanticipated disturbance or damage to Public Rights -of -Way or otherpublicor private property, EXTENET shall promptly notify the property ownerwithin 24 hours. 8. Warranty. EXTENET shall warrant any restoration work performed by EXTENET in the Public Rights-of-Wayor on other publicproperty for 2 years, unlessa longer period is required by applicable City Standards. If restoration is not satisfactorily and timely performed by EXTENET, the City may, after 30 days priornotice to EXTENET, or without notice where the disturbance or damage maycreate an imminentriskto public health orsafety, cause the repairs to be made and recover the cost of those repairs from EXTENET. Within 30 days of receipt of an itemized list of those costs, including the costs of labor, materials and equipment, EXTENET shall paythe City. 9. Restoration of Private Property. When EXTENET does any Work in the Public Rights -of -Way that affects, disturbs, alters, or damages any adjacent private property, it shall, at its own expense, be responsible for restoring such private property to the reasonable satisfaction of the private property owner. Nothing within this Franchise authorizes anywork by EXTENET on private property. CC: Legislative Development\Extenet Franchise Agreement 11-10-20 EC:bjs Page 6 of 20 10. Stop Work. On written notice from the City that any Work does not comply with the Franchise Agreement, the approved Design Documents for the Work, the Standards, or other applicable Law, or is being performed in an unsafe or dangerous manneras reasonably determined by the City, the non-compliant Work may immediately be stopped by the City. The stop work order shall be in writing, given to the Person doing the Work and be posted on the Work site, indicate the nature of the alleged violation or unsafe condition and establish conditions under which Work may be resumed. If so ordered, EXTENET shall cease and shall cause its contractors and subcontractors to cease such activity until the City is satisfied that EXTENET is in compliance. If an unsafe condition is found to exist, the City, in addition to taking any other action permitted under applicable Law, may order EXTENET to make the necessary repairs and alterations specified therein forthwith to correct the unsafe condition by a time the City establishes in its discretion. The City has the right to inspect, repair, and correct the unsafe condition if EXTENET fails to do so, and to reasonably charge EXTENET for the costs incurred to perform such inspection, repair, or correction. Payment by EXTENET will be made within 30 days following receipt of written notice including itemized invoice and supporting documentation evidencing such cost. The authority and remedy set forth herein in this section is in addition to, and not a substitute for, any authority the City may otherwise have to take enforcement action forviolation of City codes or Standards. 11. Alteration. Except as may be shown in the Design Documents approved by the Cityorthe records drawings,or as may be necessaryto respondto an Emergency, EXTENET and EXTENETs contractors and subcontractors may not make any material alterations to the Franchise Area withoutthe City's prior consent, which consentshall not be unreasonably withheld, delayed, orconditioned. The parties acknowledge that nothing in this agreement limits the City's rights underapplicable federal, state, and local laws to regulate the placement and appearance of EXTENETs Facilities in the Franchise Area. Material alteration and/or deviation shall include, but not be limited to, a change in the dimension or height or location or placement of the Facilities. If EXTENET desires to change either the location of any Facilities or otherwise materially deviates from the approved design of any of the Facilities, EXTENET shall submitsuch change to the City in writing for its approval. EXTENET shall have no rightto commence any such alteration or deviation until after EXTENET has received the City's approval of such change in writing. Under no circumstance shall EXTENET permanently affix anything in the Franchise Area that inconveniences the public use of the right of way or adversely affects the public health, safety, or welfare. 12. Underground Installation Required. All telecommunications cables and junction boxes or other vaulted system components shall be installed underground consistentwith the requirementsof Tukwila Municipal Code Section 11.32.090(B), unless otherwise exempted from this requirement, in writing, by the Public Works Director provided, however, this requirement shall not apply to the Facilitiesthat are required to remain above ground in order to be functional. This requirement shall onlyapply where all other similarly situated utilities are required to underground aswell. 13. Relocation. a. The City shall have the right to require EXTENET to alter, adjust, relocate, re -attach, secure, or protect in place its Facilities within the public right-of-way CC: Legislative Development\Extenet Franchise Agreement 11-10-20 EC:bjs Page 7 of 20 when reasonably necessary for construction, alteration, repair, or improvement of any portion of the publicrights-of-wayforpurposes of publicwelfare, health,or safety ("Public Improvements"). Such Public Improvements include, but are not limited to: public rights- of-way construction; public rights-of-way repair (including resurfacing or widening); changeof pu bl ic rights-of-way grade; construction, installation orrepairof sewers, drains, water pipes, power lines, signal lines, communication lines, or any other type of government-owned communications, utility,or publictransportation systems, publicwork, public facility, or improvement of any government-owned utility; public rights-of-way vacation, and the construction of any public improvement or structure by any governmental agency acting in a governmental capacity. In the event the City requires EXTENET to relocate its Facilities, the City shall provide EXTENET with written notice requesting such relocation, along with plans for the public improvement that are sufficiently complete to allowfor the initial evaluation, coordination and the development of a relocation plan. The City and EXTENET shall meetat a time and location determined by the City to discuss the project requirements including critical timelines, schedules, construction standards, utility conflicts, as -built requirements, and other pertinent relocation plan details. The City shall notify EXTENETas soon as practicable of the need for relocation and shall specify the date by which relocation shall be completed. Except in case of emergency such notice shall be no less than 90 days. b. To ensure timely execution of relocation requirements, EXTENET shall, upon written request from the City, provide at EXTENETs expense, base maps, current as -built information, detailed relocation plan (including detailed schedule of relocation activities, identification of critical path, identification of Facilities, and relocation procedures), and other design, technical or operational requirements within the time frame specified by the City. c. EXTENET may, after receipt of written notice requesting a relocation of its Facilities, submit to the City written alternatives to such relocation within the time specified by the City. Such alternatives shall include the use and operation of temporary Facilities in adjacent rights-of-way. The City shall evaluate such alternatives and advise EXTENET in writing if one or more of the alternatives are suitable to accommodate the work, which would otherwise necessitate relocation of the Facilities. If requested by the City, EXTENET shall submit additional information to assist the City in making such evaluation. The City shall give each alternative proposed by EXTENET full and fair consideration. In the event the City, in its sole discretion, decides not to accept the alternatives suggested by EXTENET, EXTENET shall relocate its Facilities as otherwise specified in Section 6, subparagraph 5. d. Upon final approval of the relocation plan by the City, EXTENET shall, at its own expense, unlessotherwise prohibited bystatute, and at the time frame specified by the City, temporarily or permanently remove, relocate, place underground, change, or alter the position of any Facilities or structures within the right-of-waywheneverthe City has determined that such removal, relocation, undergrounding, change or alteration is reasonably n ecessaryfor the construction, repair, maintenance, installation, publicsafety, or operation of any public improvement in or upon the rights-of-way. In the event relocation is required by reason of construction bya third party, non-governmental entity, CC: Leg isIative Development\Extenet Franchise Agreement 11-10-20 EC:bjs Page 8 of 20 forth sole ben efitofthe third party, non-governmental entity, then EXTENETs relocation costs shall be borne by the third party. e. If during the construction, repair, or maintenance of the City's public improvement project an unexpected conflict occurs from EXTENETs Facilities, EXTENET shall, upon notification from the City, respond within 24 hours to resolve the conflict. f. EXTENET acknowledges and understands that any delay by EXTENET in performing the work to alter, adjust, relocate, or protect in place its Facilities within the public rights-of-way may delay, hinder, or interfere with the work performed by the City and its contractors and subcontractors in furtheranceof construction, alteration, repair, or improvement of the public rights-of-way, and result in damage to the City, including but not limited to, delay claims. EXTENET shall cooperate with the City and its contractors and subcontractors to coordinate such relocation work to accommodate the public improvement project and project schedules to avoid delay, hindrance of, or interference with such project. g. Should EXTENETfail, within 30 days of receipt of written noticefrom the City, to alter, adjust, protect in place or relocate any Facilities ordered by the City to be altered, adjusted, protected in place, or relocated, within the time prescribed by the City, given the nature and extent of the work, or if it is not done to the City's reasonable satisfaction, the City may, to the extent the City may lawfu lly do so, cause such work to be done and bill the reasonable cost of the work to EXTENET, including all reasonable costs and expenses incurred by the City dueto EXTENETs delay. In such event, the City shallnotbe liable for any damage to anyportion of EXTENETs system. In additionto any other indemnity set forth in this Franchise Agreement, EXTENET will indemnify, hold harmless, and pay the costs of defending the City from and against any and all claims, suits, actions, damages, or liabilities for delays on public improvement construction projects caused by or arising out of the failure of EXTENET to adjust, modify, protect in place, or relocate its Facilities in a timely manner; provided that, EXTENET shall not be responsible fordamages due to delays caused by the City. 14. Removal or Abandonment. Upon the removal from service of any service antennas or other associated structures, Facilities and amenities, EXTENET shall comply with all applicable standards and requirements prescribed by the City of Tukwila's Public Works Department for the removal or abandonmentof said structures and Facilities. No facility constructed or owned by EXTENET shall be abandoned without the express written consentof the City. 15. Bond. Before undertaking any of the work, installation, improvements, construction, repair, relocation, or maintenance authorized bythis Franchise Agreement, EXTENET shall, upon the request of the City, furnish one bond executed by EXTENET for all of its Facilities in the City's rights-of-way, in such sum as may be set and approved by the City as sufficient to ensure performance of EXTENETs obligations under this Franchise Agreement, provided, however, that such sum shall not exceed 150% of the cost of the Telecommunications System to be installed by EXTENET in the City rights-of- way. At EXTENETs sole option, EXTENET may provide alternate security in the form of an assignmentof funds ora letter of credit, in the same amountas the bond.All forms of CC: Legislative Development\ExtenetFranchiseAgreement11-10-20 EC:bjs Page 9 of 20 security shall be in the form reasonably acceptable to the City. The bond shall be conditioned so that EXTENET shall observe all the covenants, terms, and conditions and shall faithfully perform all of the obligations of this Franchise Agreement, and to repair or replace any defective EXTENET work or materials discovered in the City's roads, streets, or property. 16. "One -Call" Location and Liability. EXTENET shall subscribe to and maintain membership in the regional "One -Call" utility location service and shall promptly locate all of its lines upon request. The City shall not be liable for any damages to EXTENETs system components or for interruptions in service to EXTENET customers which are a direct result of work performed for any City project for which EXTENEThas failed to properly locate its lines and Facilities within the prescribed time limits and guidelines established by One -Call. The City shall also not be liable for any damages to the EXTENET system components or for interruptions in service to EXTENET customers resulting fromwork performed undera permit issued by the City. 17. As -Built Plans Required. EXTENET shall maintain accurate engineering plans and details of all installations within the City limits and shall provide, at no cost to the City, such information in both paper form and electronic form using the most current AutoCAD version prior to close-out of any permits issued by the City and any work undertaken by EXTENET pursuant to this Franchise Agreement. The City shall reasonably determine the acceptability of any as -built submittals provided under this section. 18. Recovery of Costs. EXTENET shall be subject to all permit fees associated with activities undertaken through the authority granted in this Franchise Agreement or under ordinances of the City in effect on the date the permits and authorizations are issued for the affected Facilities. Where the City incurs actual reasonable costs and expenses for review or inspection of activities undertaken through the authority granted in this Franchise Agreement or any ordinances relating to the subject for which permit fees have not been established, EXTENET shall pay such reasonable costs and expenses directly to the City. 19. Taxes. Nothing contained in this Franchise Agreement shall exempt EXTENETs obligation to pay any applicable utility tax, business tax, or ad valorem property tax, now or hereafter levied against real or personal property owned by EXTENET within the City, or against any local improvement assessment imposed on EXTENET. Anyfees, charges, and/orfines provided for in the City Municipal Codeorany other City ordinance, are separate from, and additional to, any andall federal, state, local, and City taxes as may be levied, imposed, or due from EXTENET. 20. Vacation. If, at anytime, the City shall vacate any City road, right-of-way or other City property which is subject to rights granted by this Franchise Agreement and said vacation shall be for the purpose of acquiring the fee or other property interest in said road, right-of-wayor other City property forthe use of the City, in eitherits proprietary or governmental capacity, then the City may, at its option and by giving 60 days written noticeto EXTENET, terminate this Fran ch iseAgreementwith referenceto such City road, right-of-way or other City property so vacated, and the City shall not be liable for any CC: Legislative Development\Extenet Franchise Agreement 11-10-20 EC:bjs Page 10 of 20 damages or loss to EXTENET by reason of such termination other than those provided for in RCW 35.99. Section 7. Franchise Compliance. A. Franchise Violations. The failure by EXTENET to fully comply with any of the provisions of this Franchise Agreement may result in a written notice from the City that describes the violations of the Franchise Agreement and requests remedial action within 60 days of receipt of such notice. If EXTENET has not attained full compliance atthe end of the 60 -day period following receipt of the violation notification, the City may declare an immediate termination of all franchise rights and privileges, provided that full compliance was reasonably possible within that 60 -day period. B. Emergency Actions. 1. If any of EXTEN ET's actions u nder th is Franchise Agreement, or any failure by EXTENET to act to correct a situation caused by EXTENET, is reasonably deemed by the City to create a threat to life or property, financial harm, or cause a delay of the construction, repair or maintenance of the public improvement, the City may order EXTENET to immediately correct said threat, financial harm, or delay or, at the City's discretion,the City may undertake measuresto correct saidthreat, financial harmordelay itself; provided that, when possible, the City shall notify EXTENET in writing and give EXTENET an opportunity to correct within a specified time said threat, financial harm or delay before undertaking such corrective measures. EXTENET shall be liable for all reasonable costs, expenses and damages attributed to the correction of such an emergency situation as undertaken by the City to the extent that such situation was caused by EXTENET and shall further be liable for all reasonable costs, expenses and damages resulting to the City from such situation and any reimbursement of such costs to the City shall be made within 30 days of written notice of the completion of such action or determination of damages by the City. The failure by EXTENET to take appropriate action to correct a situation caused by EXTENET and identified by the City as a threat to publicor private safety or property, financial harm, or delay of the construction, repair or maintenance of the publicimprovementshall be considereda violation of the terms of this Franchise Agreement. 2. If, during construction or maintenance of EXTENETs Facilities, any damage occurs to an underground facility and the damage results in the release of natural gas or other hazardous substance or potentially endangers life, health or property, EXTENET or its contractor shall immediately call 911 or other local emergency response number. C. Other Remedies. Nothing contained in this Franchise Agreement shall limit the City's available remedies in the eventof EXTENETs failure to comply with the provisions of this Franchise Agreement, to include but not limited to, the City's right to a lawsuitfor specific performance and/or damages. D. Removal of System. In the event this Franchise Agreementis terminated as a result of violations of the terms of this Franchise Agreement, EXTENET shall, at its sole expense, remove all system components and Facilities within 60 days of such CC: Leg islative Development\Extenet Franchise Agreement 11-10-20 EC:bjs Page 11 of 20 termination, provided that the City, at its sole option, may allow EXTENET to abandon its Facilities in place. E. Receivership. At the option of the City, subject to applicable law and lawful orders of courts of competent jurisdiction, this Franchise may be revoked after the appointmentof a receiver or trustee to take over and conductthe bu siness of EXTENET whether in a receivership, reorganization, bankruptcy, or other action or proceeding, unless: 1. The receivership or trusteeship is timely vacated; or 2. The receiver or trustee has timely and fully complied with all the terms and provisions of this Franchise Agreement, and has remedied all defaults under the Franchise Agreement. Additionally, the receiver or trustee shall have executed an agreementduly approved by the court having jurisdiction,bywhich the receiver or trustee assumes and agrees to be bound by each and every term, provision, and limitation of this Franchise Agreement. Section 8. Insurance. A. EXTENET shall maintain Commercial General liability insurance during the full term of this Franchise Agreement for bodily injury (including death) and property damages. The limitof liabilityshall bea combined single limit in the amountof $2,000,000 for each occurrence and $2,000,000 general aggregate. B. Such insurance shall include as additional insured, the City, its officers, officials, and employees as their interest may appear underthis Franchise Agreement, excluding worker's compensation and employer's liability; shall apply as primary insurance; and shall stipulate that no insurance affected by the City will be called on to contribute to a loss covered thereunder. Upon receipt of notice from its insurer(s) that any insurance required by this Franchise Agreement will be cancelled or will not be renewed, and EXTENET will not replace such insurance with coverage as required by this Franchise Agreement, EXTENET shall provide the City with 30 days prior written notice of such cancellation. Notice shall be provided as required by Section 12 below. Should the City receive such notice,at City's discretion,the City may senda noticeof defaultto EXTENET allowing EXTENET 15 days to cure its failureto maintain insurance as required by this Fran ch ise Agreement. If EXTENETfailsto cure thedefaultwithin such 15-dayperiod, the City may u n ilaterally terminate this Franchise Agreement by sending a written notice of termination to EXTENET. C. EXTENET's contractors and subcontractors performing Work in the Public Rights -of -Way shall comply with such bond, indemnity, and insurance requirements as may be required by City code or regulations, or other applicable Law. Any contractors or subcontractors performing Work within the Public Rights-of-Wayon behalf of EXTENET shall be deemed servants and agents of EXTENET for the purposes of this Franchise Agreementand are subject to the same restrictions, limitations, and conditionsas if the Work were performed by EXTENET. EXTENET shall be responsible for all Work performed by its contractors and subcontractorsand others performing Work on its behalf as if the Work were performed by it, and shall ensurethat all such Work is performed in CC: Legislative Development\Extenet Franchise Agreement 11-10-20 EC:bjs Page 12 of 20 compliance with this Franchise Agreementand other applicable laws, and shall be jointly and severally liable for all damages and correcting all damage caused by them. It is EXTENETs responsibility to ensure that contractors, subcontractors, or other Persons performing Work on EXTENETs behalf are familiar with the requirements of this Fran ch ise Agreement and otherapplicable Lawsgoverning the Work performed bythem. Section 9. Other Permits and Approvals. Nothing in this Agreement shall relieve EXTENET from any obligation to obtain approvals or necessary permits from applicable federal, state, and City authorities for all activities in the Franchise Area. Section 10. Transfer of Ownership. A. The rights, privileges, benefits, title, or interest provided by this Franchise shall not be sold, transferred, assigned or otherwise encumbered, without the prior written consent of the City, with such consent not being u n reasonably withheld or delayed. No such consentshall be required, however, for a transfer in trust, by other hypothecation, or by assignmentor anyrights, title or interestin EXTENETs telecommu n ications system in order to secure indebtedness. Approval shall not be required for mortgaging purposes provided that the collateral pledged for any mortgage shall not include the assets of this franchise. Approval shall not be required for any transfer from EXTENET to another person or entity controlling, controlled by, or under common control with EXTENET. EXTENET may license Facilities to other users withoutthe consent of the City provided that EXTENET remains solely responsible for the terms and conditions outlined in this Franchise Agreement. B. The Parties acknowledge that Small Wireless Facilities or wirelin efacilities ("Site Equipment') deployed by EXTENET pursuantto this Agreement may be owned and/or remotely operated by a third -party wireless carrier customer ("Carriers") and installed and maintained by EXTENET pursuant to existing agreements between EXTENET and a Carrier. Such use of EXTENET'S equipment by third parties, orAttachmentof third party (Carrier) owned equ ipmentshall not constitute an Assign mentu nderth isAgreement. The Site Equipment shall be treated as EXTENETs Site Equipmentfor all purposes under this Franchise. EXTENET shall remain solely responsible and liable forthe performance of all obligations underthis Franchise with respect to any Site Equipment owned and/or remotely operated by a Carrier. EXTENET shall identify the Carrieron whose behalf it is operating the Site Equipment on each Pole at the time of permitting. EXTENET is not required to submit its contract with such Carrier. C. In any transfer of this Franchise which requires the approval of the City, EXTENET shall show thatthe recipient of such transfer has the technical ability, financial capability, and any other legal or general qualifications as reasonably determined by the City to be necessary to ensure that the obligations and terms required under this Franchise Agreement can be met to the full satisfaction of the City. This Franchise may not be transferred without filing or establishing with the City the insurance certificates, security fund, and performance bond as required pursuant to this Franchise. The qualifications of anytransferee shall be determined by a hearing before the City Council and the approval to such transfer shall be granted by resolution of the City Council. Any reasonable administrative costs associated with a transfer of this Franchise thatrequires CC: Leg islative Development\Extenet Franchise Ag reement 11-10-20 EC:bjs Page 13 of 20 the approval of the City shall be reimbursed to the City within 30 days of such transfer. The transferee(s) shall thereafter be responsible for all obligations of EXTENET with respect to the Franchise; provided, that the transfer shall not in any respect relieve EXTENET, or any of its successors in interest, of responsibility for acts or omissions, known or unknown, or the consequences thereof, if the acts or omissions occur before the time of the transfer. Section 11. Administrative Fees. A. Pursuantto the Revised Code of Washington (RCW), the City is precluded from imposing franchise fees for "telephone businesses" as defined in RCW 82.16.010, or "service provider" as defined in RCW 35.99.010, except that fees may be collected for administrative expenses related to such franchise. EXTENET does hereby warrant that its operations, as authorized underthis Franchise Agreement, are those of a telephone business as defined in RCW 82.16.010 or a service provider as defined in 35.99.010. B. EXTENET shall be subject to a one-time $5,000 administrative fee for reimbursementof costs associated with the preparation, processing and approval of this Franchise Agreement. These costs shall include, but not be limited to, wages, benefits, overhead expenses, equipmentand supplies associated with such tasks as plan review, site visits, meetings, negotiations and otherfunctions critical to proper managementand oversight of the City's right-of-way. Administrative fees exclude normal permit fees as stipulated in Title 11 of the Tukwila Municipal Code. Payment of the one-time administrative fee is due 30 days after notice of franchise approval. C. The City reserves the right to exercise authority it has or may acquire in the future to charge a franchisefeeas authorized bylaw and EXTENET shall in good faith endeavor to negotiate reasonable Franchisefee orotherfee if future law permits the Cityto charge a Franchise fee. However, the parties shall negotiate a site-specific charge acceptable to the parties for facilities for personal wireless services that meet one of the criteria in RCW 35.21.860(1)(e)(i)-(iii). Pursuant to RCW 35.21.860(1)(e), the City is not required to approve a use permit for the placement of a facility for personal wireless services that meets one of the criteria set forth in RCW 35.21.860(1)(e)(i)-(iii) absent such an agreement. D. In the event EXTENET submits a request for work beyond the scope of this Franchise Agreement, or submits a complex project that requires significant comprehensive plan reviewor inspection, EXTENETshall reimbursethe City for franchise amendments and reasonable actual -incurred expenses associated with the project. EXTENET shall pay such costs within 60 days of receipt of a bill from the City. E. Failure by EXTENETto make full paymentof bills within the time specified shall be considered sufficient grounds for the termination of all rights and privileges existing underthis ordinance, utilizing the procedures specified in Section 7 of this ordinance. Section 12. Notices. Any notice to be served upon the City or EXTENET shall be delivered to the following addresses respectively: CC: Legislative Development\Extenet Franchise Agreement 11-10-20 EC:bjs Page 14 of 20 City of Tukwila Office of the City Clerk 6200 Southcenter Boulevard Tukwila, WA 98188 Email: TukwilaCityClerk(c�tukwilawa.gov Phone: 206-433-1800 With a copy to: Public Works Director City of Tukwila 6300 Southcenter Boulevard Ste. 100 Tukwila, WA 98188 EXTENET ExteNet Systems, Inc. Attn: CFO 3030 Warrenville Road, Suite 340 Lisle, Illinois 60532 With copy to General Counsel & COO at same address Copy email to NOTICE@extenetsystems.com Section 13. Indemnification. A. EXTENET shall use reasonable and appropriate precautions to avoid damage to persons or property in the construction, installation, repair, operation, and maintenance of its structures and Facilities within the Franchise Area. EXTENET shall release, indemnify, defend, and hold the City harmless from all claims, actions or damages, including reasonable attorney's and expert witness fees, which may accrue to or be suffered by any person or persons, corporation or property to the extentcaused in part or in whole by any actor omission of EXTENET, its officers, agents, servants or employees, carried on in the furtherance of the rights, benefits, and privileges granted to EXTENET by this Franchise, except in cases of City's gross negligence. In the event any claim or demand is presented to or filed with the City that gives rise to EXTENETs obligation pursuantto this section, the City shall within a reasonable time notify EXTENETthereof and EXTENET shall have a right, at its election, to settle or compromise such claim or demand. In the event any claim or action is commenced in which the City is named a party, and which suit or action is based on a claim or demand which gives rise to EXTENETs obligation pursuantto this section, the City shall promptly notify EXTENET thereof, and EXTENET shall, at its sole cost and expense, defend such suitor action by attorneys of its own election. In defense of such suit or action, EXTENET may, at its election and at its sole cost and expense, settle or compromise such suitor action. This section shall not be construed to require EXTENET to: 1. protect and save the City harmless from any claims, actions or damages; 2. settle or compromise any claim, demand, suitor action; 3. appear in or defend any suitor action; or, CC: Legislative Development\Extenet Franchise Agreement 11-10-20 EC:bjs Page 15 of 20 4. pay any judgment or reimburse the City's costs and expenses (including reasonable attorney's fees), to the extent such claim arises out of the negligence or intentional acts of the City, its employees, agents or independent contractors. B. To the extent of any concurrent negligence between EXTENET and the City, EXTENETs obligations underthis paragraph shall only extend to its share of negligence or fault. The City shall have the rightat all times to participate through its own attorney in any suit or action that arises out of any right, privilege, and authority granted by or exercised pursuant to this Franchise Agreement when the City determines that such participation is requiredto protect the interests of the Cityorthe public.Such participation by the City shall be at the City's sole cost and expense. C. With respect to the performance of this Franchise and as to claims made by EXTENET 's employees against the City, its officers, agents and employees, EXTENET expressly waives its immunity under Title 51 of the Revised Code Washington, the Industrial InsuranceActfor injuries to its officers, agents and employees and agrees thatthe obligation to indemnify, defend and hold harmless provided for in this paragraph extends to any claim brought by or on behalf of EXTENETs officers, agents or employees againstthe City. This waiver is mutually negotiated by the parties. Section 14. Severability. If any section, sentence, clause or phrase of this ordinance is held to be invalid or unconstitutional by a courtof competent jurisdiction, the City may elect to treat the portion declared invalid or unconstitutional as severable and enforce the remaining provisions of this ordinance; provided that, if the City elects to enforce the remaining provisions of the ordinance, EXTENET shall have the option to terminate the Franchise Agreement. Section 15. Reservation of Rights. A. The parties agree that this Franchise Agreement is intended to satisfy the requirements of all applicable laws, administrative guidelines, rules, orders and ordinancesin effecton the date the permits and authorizations are issued forthe affected Facilities. Accordingly, any provision of this Franchise Agreement or any local ordinance that may conflict with or violate the law shall be invalid and unenforceable, whether occurring before or after the execution of this agreement, it being the intention of the parties to preserve their respective rights and remedies under the law, and that the execution of this Franchise Agreement does not constitute a waiver of any rights or obligations byeither party underthe law. B. Nothing in this Franchise Agreement shall prevent the City from constructing sanitary or storm sewers; grading, changing grade, paving, repairing, widening or otherwise altering any Public Rights -of -Way; laying down, repairing or removing water mains; or installing conduit or fiber optic cable. Section 16. Police Powers. A. Nothing contained herein shall be deemed to affect the City's authority to exercise its police powers. EXTENET shall not by this Franchise Agreement obtain any vested rights to use any portion of the City right-of-way except for the locations approved CC: Legislative Development\Extenet Franchise Agreement 11-10-20 EC:bjs Page 16 of 20 by the City and then only subject to the terms and conditions of this Franchise Agreement This Franchise Agreement and the permits issued thereunder shall be governed by applicable City ordinances in effect at the time of application for such permits. B. Nothing in this Franchise Agreement shall be deemed to impose any duty or obligation upon the City to determine the adequacy or sufficiency of EXTENETs Facilities. City's approvals and inspections as provided herein are forth sole purpose of protecting the City's rights as the owner and/or manager of the Public Rights -of -Way and shall not constitute any representation or warranty, express or implied, as to the adequacy of the design or Construction of the Facilities or Telecommunications System, suitability of the Franchise area for Construction, or any obligation on the part of the City to insure that Work or materials are in compliance with any requirements imposed by a governmental entity. The City is under no obligation or duty to supervise the design, Construction, or operation of the Telecommunications System. Section 17. Future Rules, Regulations and Specifications. EXTENET acknowledges that the City may develop rules, regulations and specifications, including a general ordinance orother regulations governing telecommunications operations in the City. Such regulations, upon written notice to EXTENET, shall thereafter govern EXTENETs activities hereunder; provided, however, that in no event shall regulations: 1. materially interfere with or adversely affect EXTENETs rights pursuant to and in accordance with this Franchise Agreement; or 2. be applied in a discriminatory man neras it pertainsto EXTENETand other similar userof such facilities. Section 18. Entire Agreement. This Franchise Agreement contains all covenants and agreements between the City and EXTENET relating in any mannerto the Franchise, use, and occupancy of the Public Rights -of -Way and other matters set forth in this Franchise Agreement. No prior agreements or understanding pertaining to the same, written or oral, shall be valid or of any force or effect and the covenants and agreement of EXTENET shall not be altered, modified, or added to except in writing signed by the City and EXTENET and approved by the City in the same manner as the original Franchise was approved. Section 19. Calculation of Time. Exceptwhere a period of time refers to "business days," all periods of time referred to herein shall include Saturdays, Sundays, and legal holidays in the State of Washington, except that if the last day of any period falls on any Saturday, Sunday, or legal holiday in the State of Washington, the period shall be extended to include the nextday which is nota Saturday, Sunday, or legal holiday in the State of Washington; provided that, the effective date shall be determined as provided in this Franchise Agreement. Section 20. Time Limits Strictly Construed. Wheneverthis Franchise Agreement sets forth a time far anyact to be performed by EXTENET, such time shall be deemed to be of the essence, and anyfailureof EXTENET to perform within the allotted time may be considered Defaultof this Franchise Agreement. CC: Legislative Development\Extenet Franchise Agreement 11-10-20 EC:bjs Page 17 of 20 Section 21. Joint Venture. It is not intended by this Franchise Agreement to, and nothing contained in this Fran ch iseAgreementshalI, create any partn ersh ip, jointventu re, or principal-agentrelation ship orotherarrangement between EXTENET and City. Neither Party is authorized to, nor shall either Party act toward third Persons or the public in any manner that would indicate any such relationship. The Parties intend that the rights, obligations, and covenants in this Franchise Agreement and any collateral instruments shall be exclusively enforceable by the City and EXTENET, their successors, and assigns. No Person not a Party hereto, and no such Person shall have any rightorcause of action hereunder, except as may be otherwise provided herein. Further, EXTENET is not granted any express or implied right or authorityto assume or create any obligation or responsibility on behalf of or in the name of the City. However, nothing in thissection prevents an assignmentas provided for in this Franchise Agreement. Section 22. Binding Effect Upon Successors and Assigns. All of the provisions contained in this Franchise Agreement shall be binding upon the heirs, successors, executors, administrators, receivers, trustees, legal representatives, transferees and assigns of EXTENET; and all privileges as well as any obligations and liabilities of EXTENET shall inure to its heirs, successors, and assigns equally as if they were specifically mentioned wherever EXTENET is named herein. Section 23. Waiver. No failure by either Party to insist upon the performance of any of the terms of this Franchise Agreementor to exercise any right or remedy consequent upon a Defaultthereof, shall constitute a waiverof any such Defaultorof any of the terms of this Franchise Agreement. None of the terms of this Franchise Agreement to be kept, observed, or performed by either Party, and no Defaultthereof, shall be waived, altered, or modified except by a written instrument executed by the injured Party. No waiver of any Defaultshall affect or alter this Franchise Agreement, but each of the terms of this Franchise Agreementshall continue in full force and effectwith respect to anyother then existing or subsequent Defaultthereof. No waiver of any Defaultof the defaulting Party shall be implied from any omission by the injured Party to take any action on accountof such default if such default persists or is repeated, and no express waiver shall affectany defaultother than the default specified in the express waiver and then only for the time and to the extent therein stated. One or more waivers by the injured Party shall not be construed as a waiver of the subsequent Default of the same covenant, term, or conditions. Section 24. Survival of Terms. Upon the expiration, termination, revocation, or forfeitureof the Fran ch ise Agreement, EXTENETshall no longerhavethe rightto occupy the Franchise area for the purpose of providing services authorized herein. However, EXTENETs obligations under this Franchise Agreement to the City shall survive the expiration, termination, revocation, or forfeiture of these rights according to its terms for so long as EXTENETs Telecommunications System or any part thereof shall remain in whole or in part in the Public Rights -of -Way, or until such time as EXTENET transfers ownership in all Facilities in the Franchise Area to the City or a third -Party, or until such time as EXTENET abandons said Facilities in place, all as provided herein. Said obligations include, but are not limited to: EXTENETs obligations to indemnify, defend, CC: Legislative Development\Extenet Franchise Agreement 11-10-20 EC:bjs Page 18 of 20 and protect the City, to provide insurance, to relocate its Facilities, and to reimburse the City for its costs to perform EXTENETs work. Section 25. Force Majeure. A. In the event EXTENET is prevented or delayed in the performance of any of its obligations herein dueto circumstances beyond its control orby reason of a force majeure occurrence, such as, but not limited to, acts of God, acts of terrorism, war, riots, civil disturbances, natural disasters, floods, tornadoes, earthquakes, severe weather conditions, employee strikes and unforeseen labor conditions not attributable to EXTENETs employees, EXTENET shall not be deemed in Defaultof provisions of this Franchise Agreement. B. If EXTENET believes that circumstances beyond its control or by reason of a force majeure occurrence have prevented or delayed its compliancewith the provisions of this Franchise Agreement, EXTENET shall provide documentation as reasonably required by the City to substantiate EXTENETs claim. EXTENET shall have a reasonable time, underthe circumstances, to perform the affected obligation underthis Franchise Agreement or to procure a substitute for such obligation that is satisfactory to the City; provided that EXTENET shall perform to the maximum extent it is able to perform and shall take reasonable steps within its power to correct such cause(s) in as expeditious a manner as possible, provided that EXTENET takes prompt and diligent steps to bring itself back into compliance and to comply as soon as possible under the circumstances with the Franch iseAgreementwithoutu ndulyendangering the health, safety, and integrity of EXTENETs employees or property, or the health, safety, and integrity of the public, Public Rights -of -Way, public property or private property. Section 26. Attorneys' Fees. In the event a suit, action, arbitration, or other proceeding of any nature whatsoever, whetherin contract or in tort or both, is instituted to enforce any word, article, section, subsection, paragraph, provision, condition, clause or sentenceof this Fran ch ise Agreement or its application to any person or circumstance, the prevailing Party shall be entitled to recover from the losing Party its reasonable attorneys, paralegals, accountants, and other expert fees and all other fees, costs, and expenses actually incurred and reasonably necessaryin connection therewith, asallowed by Washington law and as determined by the judge or arbitrator at trial or arbitration, as the case may be, or on any appeal or review, in addition to all otheramounts provided by Law. This provision shall cover costs and attorneys' fees related to or with respect to proceedings in Federal Bankruptcy Courts, including those related to issues unique to bankruptcylaw. This provision shall notapplyto the extentthatthe suit, action, arbitration, or other proceeding is broughtto interpret any term, condition, provision, section, article, or clause of this Franchise Agreement. Section 27. Venue. This FranchiseAgreementshall be governed by, and construed in accordance with the laws of the State of Washington. Any action brought relative to enforcement of this Franchise Agreement, or seeking a declaration of rights, duties, or obligations herein shall be initiated in the SuperiorCourtof King County, and shall not be removed to a federal court, except as to claims over which such Superior Court has no CC: Legislative Development\Extenet Franchise Agreement 11-10-20 EC:bjs Page 19 of 20 jurisdiction. Removal to federal court shall be to the Federal Courtof the Western District of Washington. Section 28. Corrections by City Clerk or Code Reviser Authorized. Upon approval of the City Attorney, the City Clerk and the code reviser are authorized to make necessary corrections to this ordinance, including the correction of clerical errors; references to other local, state or federal laws, codes, rules, or regulations; or ordinance numbering and section /subsection numbering. Section 29. Effective date. This ordinance ora summary thereof shall be published in the official newspaper of the City, and shall take effect and be in full force five days after passage and publication as provided by law. PASSED BY THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, at a Regular Meeting thereof this 441A day of Diemloer- ,2020. ATTEST/AUTHENTICATED: Christy O'Flaherty, MMC, City Clerk Office of the City Attorney Allan Ekberg, Mayor Filed with the City Clerk: 12-Z-20 Passed by the City Council: Published: 1Z--10- 2-0 Effective Date: Ordinance Number: 26'1-4. Attachment: Exh ibitA - Franchise Agreement Acceptance Form IZ-7-ZW CC: Legislative DevelopmentkExtenet Franchise Agreement 11-10-20 EC:bjs Page 20 of 20 14TUNT-U-27. Mta1!?-Vr-' 0=11 Date: December 16, 2020 City of Tukwila City Clerk's Office Tukwila, WA 98188 Re: Ordinance No. 2647 , adopted on pecem her 7, 2022 Dear City Clerk: In accordance with and as required by Section 5 of City of Tukwila Ordinance No. ?C,47 , passed by the City Council and approved by the Mayor on 1217/2020 (the "Ordinance"), Extenet Systems, Inc., a Delaware limited partnership, hereby accepts the terms, conditions and obligations to be complied with or performed by it under the Ordinance. By: Extenet Systems, Inc, zgll Signature Name 1,4 Title Date cc: Public Works Director, City of Tukwila, 6300 Southcenter Blvd., Tukwila, WA 93188 City of Tukwila Public Notice of Ordinance Adoption for Ordinances 2641-2647. On December 7, 2020 the City Council of the City of Tukwila, Washington, adopted the following ordinances, the main points of which are summarized by title as follows: Ordinance 2641: AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, ADOPTING THE BIENNIAL BUDGET OF THE CITY OF TUKWILA FOR THE 2021-2022 BIENNIUM; PROVIDING FOR SEVERABILITY; AND ESTABLISHING AN EFFECTIVE DATE. Ordinance 2642: AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, AMENDING ORDINANCE NOS. 2597 AND 2602, WHICH ADOPTED AND AMENDED THE CITY OF TUKWILA'S BIENNIAL BUDGET FOR THE 2019-2020 BIENNIUM, TO ADOPT AN AMENDED YEAR-END BUDGET; PROVIDING FOR SEVERABILITY; AND ESTABLISHING AN EFFECTIVE DATE. Ordinance 2643: AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, AMENDING ORDINANCE NO. 2571 TO UPDATE THE FIRE IMPACT FEE SCHEDULE, AS CODIFIED IN TUKWILA MUNICIPAL CODE CHAPTER 16.26 AS FIGURE 16-1, "FEE SCHEDULE;" REPEALING ORDINANCE NO. 2598; PROVIDING FOR SEVERABILITY; AND ESTABLISHING AN EFFECTIVE DATE. Ordinance 2644: AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, AMENDING ORDINANCE NO. 2572 TO UPDATE THE PARKS IMPACT FEE SCHEDULE, AS CODIFIED IN TUKWILA MUNICIPAL CODE CHAPTER 16.28 AS FIGURE 16-1, "FEE SCHEDULE,"; REPEALING ORDINANCE NO. 2599; PROVIDING FOR SEVERABILITY; AND ESTABLISHING AN EFFECTIVE DATE. Ordinance 2645: AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, REPEALING ORDINANCE NO. 2245 §1 (PART), AS CODIFIED AT TUKWILA MUNICIPAL CODE SECTIONS 3.32.030, "BIDS," AND 3.32.040, "UNBUDGETED EQUIPMENT OR FIXED ASSET ITEMS;" PROVIDING FOR SEVERABILITY; AND ESTABLISHING AN EFFECTIVE DATE. Ordinance 2646: AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, AMENDING TABLE 18-6, "LAND USES ALLOWED BY DISTRICT," AS CODIFIED IN TITLE 18, "ZONING," OF THE TUKWILA MUNICIPAL CODE, TO CLARIFY THE TYPES AND FORM OF DEVELOPMENT PERMITTED IN THE REGIONAL COMMERCIAL (RC) AND NEIGHBORHOOD COMMERCIAL CENTER (NCC) ZONES LOCATED IN THE TUKWILA INTERNATIONAL BOULEVARD STUDY AREA; REPEALING ORDINANCE NO. 2631; PROVIDING FOR SEVERABILITY; AND ESTABLISHING AN EFFECTIVE DATE. Ordinance 2647: AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, GRANTING A NON-EXCLUSIVE FRANCHISE TO EXTENET SYSTEMS, INC., A DELAWARE CORPORATION, LEGALLY AUTHORIZED TO CONDUCT BUSINESS IN THE STATE OF WASHINGTON, FOR THE PURPOSE OF CONSTRUCTING, OPERATING, AND MAINTAINING A TELECOMMUNICATIONS SYSTEM IN THE PUBLIC RIGHTS-OF-WAY IN THE CITY; PROVIDING FOR SEVERABILITY; AND ESTABLISHING AN EFFECTIVE DATE. The full text of this ordinance will be provided upon request. Christy O'Flaherty, MMC, City Clerk Published Seattle Times: December 10, 2020