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City of Fife, WA
REVOCABLE STREET LICENSE AGREEMENT
BETWEEN THE CITY OF FIFE AND __________________
This revocable Street License Agreement ("License") is entered into this ____ day of _______________, 1999, between the City of Fife, a Washington municipal corporation ("City") and _____________________.
RECITALS:
WHEREAS, ____________ is a Delaware Corporation doing business in the State of Washington; and
WHEREAS, ___________ has registered as a telecommunication company pursuant to RCW 80.36.350 and has been classified as a competitive telecommunication company pursuant to RCW 80.36.320(1); and
WHEREAS, ________ has expressed its intent to design, install and maintain a telecommunications system and has requested permission from the City to install portions of that system within the City of Fife including conduit, fiber optic cables and associated equipment and facilities and to make available telecommunication services to businesses and citizens of the City of Fife; and
WHEREAS, the City is in the process of considering the drafting and adoption of a regulatory ordinance providing for regulation of the use of public rights-of-way by telecommunication systems, cable systems and private communication systems consistent with state and federal law, to protect public right-of-ways, to provide for control over placement of facilities in the rights-of-way, to provide for just compensation for the use of public property and for costs incurred by the City and to ensure that similarly situated operators and users of the public right-of-way can be comparably treated; and
WHEREAS, _______ desires to proceed with the placement of its facilities prior to the adoption of a regulatory ordinance by the City and the City is not ready to grant a Franchise to _______ prior to considering the policies and regulations to be promulgated and adopted relative to the use and franchising of City rights-of-way; and
WHEREAS, the City is willing to enter into this License under the terms and conditions as set forth in this License so that _______ can expeditiously proceed with its project prior to the granting of a Franchise; now, therefore
In consideration of the mutual benefits to be derived therefrom, the City and _____ agree as follows:
Section 1. Definitions. Where used in this License ("License") the following terms shall mean:
A. "License Area" means: the segments or areas of any and all of the public roads, streets, avenues, alleys, highways, and rights-of-way of the City that intersect with and are in common with Pacific Highway East (between Milwaukee Avenue East and Alexander Avenue East) Alexander Avenue East (between Pacific Highway East and 12th Street East) 12th Street East (between Alexander Avenue East and 62nd Avenue East) and 62nd Avenue East (between 12th Street East and 20th Street East) as illustrated in Exhibit A attached hereto and incorporated by this reference; provided, this License shall not include or permit _______ to install facilities on or otherwise use City owned or leased properties outside the License Area.
Section 2. License Granted. The City does hereby grant _______ this nonexclusive Revocable License for a period of two (2) years from the effective date of this License to install, construct, operate, maintain, remove, repair, reconstruct, replace, use and inspect its telecommunication facilities (hereafter referred to as "_______ Facilities") in the License Area and to operate _______'s Facilities to persons and businesses in the City. This License does not include permission to provide cable services as defined in 47 USC Section 522, multi-channel video programming, open video systems or uses other than telecommunication services. This License shall not include the right or be a substitute for occupying any other property of the City or private entities to which access is not specifically granted by this License, including but not limited to permits and agreements for placing devices on or in poles, conduits or other structures whether owned by the City or a private entity. _______'s rights under this License are subject to and must be exercised in accordance with and subject to the terms and conditions of this License, the Ordinances and Municipal Code of the City of Fife as now existing or as may be amended. The exercise of any right pursuant to this License by _______ is subject to the exercise of the City's police power and other regulatory powers as it may have or obtain in the future and all rights granted herein must be exercised in accordance with applicable law, including by way of example, and not limitation zoning codes and permitting requirements. No rights shall pass to _______ by implication. Plans and specifications containing a general description of the _______ Facilities are attached as Exhibit B.
Section 3. City Owned Facilities. _______ shall provide and install a two (2) inch conduit with detection wire and pull boxes approximately every 500 feet for and on behalf of the City at no cost to the City as more specifically set forth in Exhibit C attached hereto which facilities are hereinafter referred to as the "City Facilities". The City Facilities shall be installed along side and concurrently with _______ Facilities along the full length of that portion of the _______ owned Conduit Facilities installed underground in the License Area. The City Facilities shall be owned by the City and available for its use. Once the City Facilities have been satisfactorily installed in accordance with the plans and specifications approved by the City and accepted by the City, _______ shall not be responsible for maintenance thereof.
Section 4. Revocation and Termination. The intent of this License is to authorize _______ to construct, install, operate, inspect, maintain, and repair its Facilities in the designated City rights-of-way in the License Area, which rights-of-way constitute a valuable property interest owned by the City. This License does not grant an estate in the land described in Exhibit A; it is not an easement; it is not a Franchise; and it is not exclusive. As a license upon real property it is revocable at the will of the City for good cause during the initial two (2) year term, provided, however, prior to termination or revocation by the City the City shall provide _______ with at least sixty (60) calendar days written notice of that termination or revocation setting forth the reason for termination or revocation and provide an opportunity to _______ for a full and fair hearing prior to termination or revocation. Upon the effective date of the City's termination or revocation this City may require _______ to remove _______ Facilities within ninety (90) calendar days; if _______ fails to remove _______'s Facilities at _______'s cost within the allotted time, the City may remove all or a part of _______'s Facilities at _______'s cost and _______ waives any right it may have to any claim for damages of any kind incurred as a result of City's removal of all or a part of _______'s Facilities. In the event this License has not been revoked or superseded by a franchise granted by the City prior to the expiration of the two (2) year term, this License shall continue on a month-to-month basis until revoked upon sixty (60) days prior written notice by the City to _______.
Section 5. Permits Required. The City's grant of this License does not release _______ from any obligations to obtain applicable local, state and federal permits and approvals necessary to install, construct, operate, maintain, repair, reconstruct, use and inspect _______ Facilities. Prior to commencing any construction in the License Area. _______ shall provide the City with satisfactory evidence that it has obtained all necessary permits, including but not limited to, shoreline management permits for the installation of _______ Facilities along the entire length of the License Area.
Section 6. Facilities in License Area.
A. Except as expressly provided otherwise, any act that _______ is required to perform under this License shall be performed at its cost. If _______ fails to perform work that is required to be performed within the time provided for performance the City may perform the work and bill _______. _______ shall pay the amounts billed within thirty (30) days.
B. _______ Facilities shall be constructed, installed, maintained and repaired within the License Area so as to provide for safety of persons and property, and not interfere with the free passage of traffic, all in accordance with the laws of the State of Washington and the ordinances, resolutions, rules and regulations of the City. Whenever it shall be necessary for _______ to engage in any work within the License Area, _______ shall apply for and procure all necessary City permits and authorizations to do such work, and shall, except where expressly provided otherwise herein, comply with all requirements and conditions of this License and such permits and authorizations, including but not limited to location restrictions, traffic control, and restoration, repair or other work to restore the surface of the License Area, to the City's satisfaction, and as further required by the City's right-of-way construction permit that must be acquired prior to commencing work from the City's Public Works Department. Such permits and authorizations shall also be subject to any other applicable City ordinances, resolutions, codes, policies and standards. After the work is completed _______ shall provide to the City upon request and at no cost a mylar copy of all as-built plans, maps, and records of the Facilities. Nothing provided herein shall in any limit the City's authority to otherwise exercise its police powers or other lawful authority.
C. The rights of _______ under this License in addition to conditions specified elsewhere in this License are contingent upon the occurrence of the following conditions:
1. That _______ submit to the Director of Public Works or designee, detailed plans relating to precise locations proposed for installation of _______ Facilities, what those Facilities will be and the proposed construction schedule;
2. That _______ obtain approval by the Director of Public Works or designee relative to precise location as well as approval of the plans and specifications for construction and the restoration of affected property.
D. The Director of Public Works or designee may require that _______ Facilities be installed at a particular time, at a specific place or in a particular manner as a condition of access to a particular portion of the License Area and may remove or require removal of any Facility that is not installed in compliance with the requirements established by the City or which is installed without prior City approval of the time, place or manner of installation and charge _______ for all of the costs associated with removal.
E. The City may impose as a condition of the granting of any permit or approval such conditions and regulations as may be necessary to the management of the public right-of-way including, by way of example and not limitation, for the purpose of protecting any improvements in the public right-of-way, maintaining proper distance from other utilities, for the proper restoration of such public rights-of-way and structures, for the protection and restoration of private facilities and improvements within the License Area and for the protection of the City and the public and the continuity of pedestrian and vehicular traffic.
F. _______ shall, after construction, maintenance or repair of its Facilities, promptly restore any disturbed right-of-way to as good or better condition as existed prior to the commencement of such work to the City's satisfaction and in accordance with City standards and specifications, and applicable City permits. Excess or deleterious excavated material shall be promptly loaded and hauled to waste by _______. All concrete encased recorded monuments that have been disturbed or displaced by such work shall be restored pursuant to City standards and specifications. _______ agrees to promptly complete restoration work and to promptly repair any damage to the extent caused by such work to the right-of-way at its sole cost and expense. Such restoration responsibility shall continue for a period of time to correspond to the remaining life of the pavement and/or surface in which the work was done, as indicated in the permit. In the event _______ fails to restore the License Area to its condition as required herein, the City reserves the right to make such repairs or restoration to such License Area and bill _______ for the actual, reasonable and necessary cost of such restoration, including the cost of labor and equipment. _______ shall pay to the City the amount billed within thirty (30) days.
G. _______ shall provide reasonable notice to owners or other persons in control of property abutting the License Area prior to commencing any work or construction which will affect access to such property or otherwise impact such property or the private or public improvements within the License Area. _______ shall promptly repair or replace any and all public rights-of-way, public property or private property that is disturbed or damaged during the construction, operation or repair of _______'s Facilities and any such affected property shall be restored to a condition as good or better as existed just prior to the disturbance or damage.
H. All trees, landscaping and grounds removed, damaged or disturbed as a result of the construction, installation, maintenance, operation, repair or replacement of _______ Facilities shall be replaced or restored to as good or better condition as existed prior to the performing of the work.
I. All permit applications shall be accompanied by traffic control and access plans demonstrating the protective measures and devices that will be employed to provide for safety and for access to public and private property during construction.
Section 7. Facilities Availability. To the extent that _______ makes the facilities and/or services available to other governmental entities within the State of Washington, _______ shall also make such facilities and services available to the City at similar rates and on similar terms and conditions unless otherwise prohibited or restricted by state or federal laws, regulations, or tariffs.
Section 8. City Reservation of Rights. City further reserves unto itself the right and power at all times to exercise its police powers, including but not limited to its police powers as specially pertains to the time, manner, placement, relocation and removal of _______'s Facilities.
Section 9. Use by Others. In order to minimize disruption of public passage or infrastructure, or to forestall or relieve exhaustion of right-of-way capacity, _______ shall make excess capacity in its conduits available for use by others (who have necessary consents from the City) for a reasonable fair market rental and on reasonable terms and conditions.
Section 10. Relocation of Facilities.
A. Whenever the City undertakes or authorizes the construction of any public works improvements within the License Area and such public works improvements necessitates the relocation of _______'s then existing Facilities within the License Area the City shall as soon as possible and in no event fewer than thirty (30) days (except in an emergency) from the date _______ must rebuild its Facility:
1. Provide _______ written notice requesting such relocation prior to the City's commencement of activities requiring such relocation; and
2. Provide _______ with copies of the pertinent portions of the City's plans and specifications for such public works improvement.
After receipt of such notice and such plans and specifications, _______ shall relocate its Facilities within the License Area as designated by the Director of Public Works ("Director") or the Director's authorized representative in accordance with the directives of the Director and the City's Public Works Standards and any amendments thereto at _______'s sole expense. After receipt of the City's notice _______ shall complete the required relocation of its affected Facilities as soon as practical and in any event prior to commencement of the project requiring relocation. _______ shall cooperate and require its contractors to cooperate with the contractors involved in the public work and _______'s relocation shall be accomplished in a manner that accommodates and does not interfere with the project requiring relocation.
B. In the event of an emergency or where _______'s Facilities create or is contributing an imminent danger to health, safety or property or, after notice, _______ fails or refuses to relocate its Facilities as required by the City, the City may protect, support, temporarily disconnect, remove or relocate any or all parts of _______'s Facilities without prior notice and charge _______ for costs incurred.
C. If any person that is authorized to place Facilities in the License Area requests _______ to protect, support, temporarily disconnect, remove or relocate _______'s Facilities to accommodate the construction, operation, or repair of the facilities of such other person, _______ shall after thirty (30) days advance written notice take action to effect the necessary changes requested. Unless the matter is governed by a valid contract or a state or federal law or regulation or unless _______'s Facilities were not properly installed the reasonable costs of the same shall be borne by the person requesting the protection, support, temporary disconnection, removal or relocation and at no charge to the City even if the City makes the request for such action.
Section 11. Undergrounding of Facilities. _______ acknowledges that the City's policy requires the undergrounding of Facilities within the License Area. _______ shall place all of its Facilities underground. If it is not practical as to a particular portion of the Facilities to place such portion entirely underground at a specific location, _______ may after obtaining the approval of the Director of Public Works install such specific portion of the Facility above ground to the extent and in the manner as may be approved by the Director of Public Works.
Section 12. Reimbursement of Costs. _______ shall pay the City the amount of actual administrative costs incurred including, but not limited to the reasonable costs of outside consultants and legal fees incurred by the City which are directly related to the preparation, review, approval and enforcement of this License or other permits or licenses, to the inspection of plans and construction, and to the preparation of detailed statements pursuant to Chapter 43.21C RCW. Such obligation to pay the City's administrative costs shall include the City's administrative expense including, but limited to, the reasonable costs of outside technical consultants and legal fees incurred by the City in the preparation and adoption of a regulatory telecommunication ordinance referred to hereinabove and in the preparation and adoption of any franchise ordinance intended to supersede and replace this License. The obligation of _______ to pay the City's costs for the preparation and adoption of the Regulatory Telecommunication Ordinance shall be limited to the pro rata amount of the cost incurred based on the number of similar Revocable Street License Agreements granted to other telecommunication or television cable providers by the City prior to the adoption of the Regulatory Telecommunication Ordinance. But such obligation of _______ shall not exceed Ten Thousand and no/100 ($10,000) Dollars. If for example, the City grants two such Revocable Street License Agreements to two other telecommunication or cable television providers _______ would pay not more than one-third of the costs incurred by the City. As such expenses are incurred by the City, the City shall submit to _______ statements/billings for such expenses. _______ shall make payment to the City for such expenses within thirty (30) days of receipt of such statements/billings.
Section 13. License Fees/Rental Value. To the extent that _______'s operations as authorized under this License are those of a telephone business as defined in RCW 82.04.065 it appears the City may not presently require the Licensee to pay a license fee for use of the License Area if Licensee is only using the Facilities for the operation of such telephone business. However, the City reserves its right to impose a Franchise Fee or License Fee for purposes other than to recover its administrative expenses if _______'s operations as authorized by this License change or include other uses so that not all uses under this License are those of a telephone business as defined in RCW 84.04.065; or, if statutory prohibitions on the imposition of such fees are rescinded or amended. In the event _______'s operations utilizing the Facilities in the License Area do include certain telecommunication services or services (hereafter referred to as "Nontelephone Business") which are not those of a telephone business ("Telephone Business") as defined in RCW 82.04.065 then _______ shall pay the City a rental fee for use of the License Area in the amount of six (6) percent of _______'s gross receipts from its Nontelephone Business activities in the City of Fife which rental fee shall be paid on a monthly basis. In the event of a change of use, the City reserves its right to require that _______ obtain a separate franchise or license for its change in use, which franchise or license may include provisions intended to regulate _______'s operations, as allowed under applicable law. _______ agrees that if the statutory prohibition is removed or does not apply, the City may assess a reasonable rental fee. The parties agree that a reasonable amount would be six (6) percent of _______'s gross receipts from its business activities paid monthly in the City of Fife or if greater, the fair market rental value of the License Area used by _______. _______ agrees upon request of the City to provide copies of all documents filed with any Federal, State or local regulatory agency affecting any of _______'s facilities or business operations in the City of Fife. _______ will make available information and records for inspections and copying as may be reasonably requested by the City in order for the City to determine if _______ is complying with the requirements of this License or owes any rental fees hereunder. Nothing in this section shall be read to require _______ to violate 47 USC _ 551. _______ shall be responsible for redacting any data that Federal Law prevents it from providing to the City.
Section 14. Late Payments. Any reimbursements or payments owing which remain unpaid more than ten (10) days after the date due shall be delinquent and shall thereafter accrue interest at twelve (12) percent, per annum or two (2) percent above the highest prime lending rate published daily in The Wall Street Journal during the period the payment is due but unpaid, whichever is greater.
Section 15. Indemnification. _______ agrees to indemnify and hold harmless the City, its trustees, elected and appointed officers, agents and employees (collectively referred to as "City") from and against any and all claims, demands or causes of action of whatever kind or nature and the resulting losses, costs, expenses, reasonable attorney fees, liabilities, damages, orders, judgments or decrees sustained by the City or third party arising out of, or by reason of, or resulting from, or of the acts, errors, or omissions of _______ or its agents, independent contractors, or employees related to or in any way arising out of the construction, operation or repair of _______'s facilities. In the event any claim for such damages be presented to or filed with the City, the City shall promptly notify _______ thereof and _______ shall have the right at its election and at its sole cost and expense to settle and compromise such claim. In the event any suit or action is filed against the City based upon any such claim or demand, the City shall likewise promptly notify _______ thereof and _______ shall have the right at its election and at its sole cost and expense to settle and compromise such suit or action or defend the same at its sole cost and expense by attorneys of its own election. In the event that _______ refuses a tendered defense by the City of any claim, action or suit by a third party pursuant to this Section 15 and if _______'s 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, then _______ shall pay all of the City's reasonable costs for defense of the action including all legal costs, witness fees and attorney fees and also including the City's reasonable costs, including all legal fees, witness fees and attorney fees for recovery under this indemnification clause. If _______ wrongfully refuse to defend the City against claims by third parties, _______ shall indemnify the City for any settlement made by the City if such settlement is made after notice to _______ and _______ does not promptly agree to defend the City against such claim. The provisions of this Section 15 shall survive the expiration or termination of this Agreement. _______ by accepting this License agrees to release the City from and against any and all liability and responsibility in or arising out of the construction, operation or maintenance of _______'s Facilities and agrees not to sue or seek any money or damages from the City in connection with the above-referenced matters.
Section 16. Nonexclusive License. This License is not and shall not be deemed to be an exclusive License. This License shall not in any manner prohibit or prevent the City from granting other and further licenses over, upon, and along the License Area. This License shall not prohibit or prevent the City from using the License Area or affect the jurisdiction of the City or any of its powers, rights or privileges over the same or any part thereof.
Section 17. Insurance. _______ shall obtain and keep in force during the term of the License commercial general liability insurance policies with insurance companies which initially have an A.M. Best's rating of "A-VI" or better, and who are approved by the Insurance Commissioner of the State of Washington pursuant to Title 48 RCW.
Prior to the execution of the License, _______ shall purchase a commercial general liability insurance policy meeting the requirements set forth herein. _______ shall file with the City a certificate of insurance evidencing all insurance policies required by this License, and necessary endorsements to such insurance policies, as are in force and effect. On the City's request, _______ shall provide to the City a certified copy of all insurance policies and endorsements required by this License. _______'s failure to fully comply with the requirements regarding insurance will be considered a material breach of the License and shall be cause for immediate termination of the License.
Such insurance shall name the City as an additional insured and shall provide coverage to the City and its elected and appointed officials, employees, agents and professional consultants, including its consulting engineers and attorney. The coverage so provided shall protect against claims from bodily injuries, including accidental death, as well as claims for property damages which may arise from any act or omission of _______, its subcontractors, agents, or employees.
The insurance shall be maintained in full force and effect at _______'s sole expense throughout the term of the License.
The City shall be given at least forty-five (45) days written notice of cancellation, non-renewal, material reduction or a material modification of such insurance coverage. Such notice to the City shall be by certified mail.
The coverages provided by _______'s insurance policies shall be primary to any insurance maintained by City except as to losses or damages attributable to the sole negligence of the City. Any insurance maintained by City that might relate to this license shall be in excess of _______'s insurance and shall not contribute with or to it, except as otherwise contractually provided.
_______'s insurance policies shall protect each insured in the same manner as though a separate policy has been issued to each. Inclusion of more than one insured shall not affect the rights of any insured as respect to any claim, suit or judgment made or brought by or for any other insured or by or for any employee of any other insured.
_______'s insurance policies shall not contain deductible or a self-insured retention in excess of $25,000 unless approved by City in writing.
The provision of the coverage in the stated amount shall not be construed to relief _______ from liability in excess of such limits.
_______ shall maintain Workers' Compensation Insurance and/or Longshore and Harbor Workers insurance as required by state or federal statute. _______'s Labor and Industries account number shall be noted on the certificate of insurance.
_______ shall be solely and completely responsible for safety and safety conditions on its job sites and for its work within the License Area, including the safety of all persons and property during performance of any work therein. The services of the City's or City's consultant personnel in conducting construction review of _______'s work relating to the License is not intended to include review of the adequacy of _______'s work methods, equipment, scaffolding, or trenching, or safety measures in, on or near such License Area or job site. _______ shall provide safe access for the City and its inspectors to adequately inspect the work and its conformance with applicable statutes, ordinances, rules, regulations, and the License.
_______ shall be solely and completely responsible to perform all work related to this License in compliance with all applicable federal, state, county and city statutes, rules, regulations, ordinances, orders and codes. _______'s attention is directed to the requirements o the Washington Industrial Safety and Health Act, Chapter 49.17 RCW.
The contractual coverage of _______'s insurance policies shall be sufficiently broad enough to insure the provisions of the indemnity/hold harmless clause of the License subject to the terms and conditions of the insurance policies.
Types and limits of insurance required:
1. Commercial General Liability
$2,000,000 combined Single Limit Bodily Injury and Property Damage
Employees and Volunteers as Additional Insured
Premises and operations
Broad form property damage including underground, explosion and
collapse hazard (XCU)
Products completed operations (through guaranty period)
Blanket Contractual
Subcontractors
Personal Injury
Employers liability (Stop gap)
2. Automobile Liability
$1,000,000 per accident bodily injury and property damages liability, covering any owned automobile, hired automobiles, non-owned automobile.
3. Umbrella Liability
$2,000,000 per occurrence
$2,000,000 aggregate
Section 18. Attorneys' Fees. In the event that either party commences litigation or arbitration proceedings against the other party relating to the performance or alleged breach of this License, the prevailing party shall be entitled to all costs, including reasonable attorneys' fees incurred, relating to such litigation, including those incurred in the event of any appeal. In the event of non-payment thereafter, the defaulting party shall pay the other party's attorneys' fees and other costs incurred in collecting such amount.
Section 19. Forum. Any litigation filed by either party arising of or relating to this License shall be filed in Pierce County Superior Court except as to matters which are exclusively within the jurisdiction of the Federal Court and as to such matters venue shall be in the Western District of the United States District Court at Tacoma, Washington.
Section 20. Security Device to Insure Performance. At least ten (10) days prior to performing any work in any of the License Area, _______ shall file with the City Planning/Public Works Department a performance bond, security device or escrow in form and amount reasonably acceptable to the City securing the performance of and compliance with all provisions of this License, and shall maintain such security device or escrow account in full force and effect until such time as the City approves the work as complete. In the event _______ shall fail to substantially comply with any one or more of the material provisions of this License, then there shall be recovered jointly and severally from the principal and surety of such security device or escrow account any damages suffered by City as a result thereof, including the full amount of any compensation, indemnification, or cost of removal or abandonment of _______'s Facilities, up to the full amount of the said bond, surety device or escrow account said condition to be a continuing obligation for the duration of this License and thereafter until _______ has discharged all of its obligations within the City which may have arising from the acceptance of this License by _______ or from its exercise of any such privilege herein granted. The Performance Bond, security device or escrow account filed in accordance with the requirement of this section shall be in the amount of one and one half times the estimated cost of construction in the License Area. In the event of substantial change in volume of street space occupied by _______'s Facilities, the City may permit or may require a corresponding change in the amount of such bond, security device or escrow account.
Section 21. Miscellaneous.
A. The headings and sections and paragraphs of this License are for convenience of reference only and are not intended to restrict, affect or be of any weight in the interpretation of construction of the provisions of such sections or paragraphs.
B. This License contains the entire agreement between the parties and, in executing it, the City and _______ do not rely upon any statement, promise, or representation, whether oral or written, not expressed herein.
Section 22. Notice. Unless expressly otherwise agreed between the parties every notice or response required by this License to be served upon the City or _______ shall be in writing and shall be deemed to have been duly given to the required party five (5) business days after being posted in a properly sealed and correctly addressed envelope when hand delivered or sent by mail, postage prepaid. The notices or responses to the City shall be addressed as follows:
City of Fife
Attention: Public Works Director
5411 23rd St. E.
Fife, WA 98424
The notices or responses to _______ shall be addressed as follows:
______________
______________
______________
______________
The City and _______ may designate such other addresses from time to time by giving written notice to the other but notice cannot be required to more than one address.
Section 23. Assignment/Transfer. _______ may not assign all or any portion of its rights, benefits and privileges in or under this License except upon the prior written approval of the City. _______ shall no later than thirty (30) days prior to the date of any proposed assignment file with the City a written notice of its intent to assign, together with the Assignee's written acceptance of all terms and conditions of the License and promise of compliance. An assignment for purpose of this License is any transfer by which:
1. All or a portion of _______'s Facilities is sold or assigned (except a sale of assignment that results in a removal of a particular portion of _______ Facilities from the License Area);
2. There is any change, acquisition, or direct or indirect transfer of control of _______; or
3. The rights and/or obligations held by _______ under this License are transferred, sold, assigned, or leased in whole or in part directly or indirectly to another party; or
If the proposed change in control merely results in a transfer of control from _______ to another entity that is 100% owned by a presently existing (except for the reorganization of _______ into a holding company structure) direct parent of _______ and (1) such parent provides an unconditional guarantee of performance of this License by the Transferee affiliate or parent; (2) _______ remains fully liable to the City for its obligations under this License; and (3) _______ provides notice of such change of control to the City then such assignment or change of control shall not require the prior approval of the City.
The requirements of this section shall not be deemed to prohibit the use of _______'s property as collateral for security in financing the construction or acquisition of all or part of _______'s Facilities. However, no such arrangement may be made if it would in any respect, under any condition, prevent _______ or any successor from complying with this Licensee and applicable law, nor may any such agreement prevent a third party to succeed to the interest of _______ or to own or control _______'s Facilities without the prior consent of the City. Provided, however that no consent of the City shall be required for the issuance of shares of stock to the public in registered and unregistered offerings of shares, the issuance of shares of common and preferred stock to existing stockholders, the issuance of stock and stock options to _______'s officers, employees and consultants, the issuance of shares of stock in full or partial payment for the acquisition of other companies or assets, or the reorganization of _______ into a holding company structure. Any mortgage, pledge or lease shall be subject to and subordinate to the rights of the City under this License and other applicable law.
Section 24. Replacement Franchise. It is anticipated by the parties that the City will consider and adopt a Regulatory Telecommunication Ordinance and after such ordinance has been adopted by the City Council that the City will prepare and present to _______ a proposed Franchise Ordinance which is consistent with the applicable requirements of such regulatory ordinance as may be adopted by the City Council of Fife. The City and _______ agree to enter into negotiations in good faith to reach agreement on the terms and conditions of the Franchise Ordinance consistent with the requirements of the Regulatory Telecommunication Ordinance and upon adoption of such Franchise Ordinance by the City Council this License Agreement shall terminate if it has not been previously revoked or terminated.
IN WITNESS WHEREOF this Revocable License Agreement is executed and shall become effective as of the date first above written.
______________________________
By: ___________________________
___________________________
Its: ___________________________
CITY OF FIFE
_____________________________
_______________________, Mayor
ATTEST:
______________________________
Lynne Goodman
City Clerk-Treasurer
APPROVED AS TO FORM:
______________________________
Loren D. Combs
City Attorney