Ordinance No. 2026-06 (Telecommunications Franchise agreement) 2026 Dmusign Emelope ID:9D2254F5-66B9-6519-8197-FFAFC8D9BE63
ORDINANCE NO.2026-06
AN ORDINANCE of the City of Bainbridge Island, Washington,granting Seattle
SMSA Limited Partnership d/b/a Verizon Wireless, a nonexclusive ten-year
franchise to construct, operate, and maintain telecommunications facilities in,
upon, over, under, along, across, and through the City's public rights-of-way for
the purpose of providing telecommunications Services, providing for severability
and establishing an effective date.
WHEREAS, RCW 35A.11.020 grants the City broad authority to regulate the use of the
public right-of-way and RCW 35A.47.040 authorizes the City "to grant nonexclusive franchises
for the use of public streets, bridges or other public ways, structures or places above or below the
surface of the ground for... poles, conduits, tunnels, towers and structures, pipes and wires and
appurtenances thereof for transmission and distribution of.., signals or other methods of
communication;"and
WHEREAS, the City Council finds that it is in the public interest to grant a franchise to
SMSA Limited Partnership d/b/a Verizon Wireless;and
WHEREAS, pursuant to RCW 35A.47.040, this franchise ordinance was introduced at
one Bainbridge Island council meeting and passed at a subsequent regular meeting occurring at
least five days after its introduction.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF BAINBRIDGE
ISLAND,WASHINGTON, DOES HEREBY ORDAIN AS FOLLOWS:
Section 1. Grant of Franchise. A franchise is hereby granted to Seattle SMSA Limited
Partnership d/b/a Verizon Wireless under the terms and conditions set forth in Exhibit A attached
hereto and incorporated herein by reference. The franchise is granted for a period of ten (10)
years from the effective date as listed in Section 23.5 of Exhibit A.
Section 2. Acceptance - Compliance with Franchise Terms. As a condition of the
franchise granted by this ordinance, Seattle SMSA Limited Partnership shall provide its written
and acknowledged unconditional acceptance consistent with Section 4 of Exhibit A. By the
adoption of this ordinance,the City of Bainbridge Island agrees to comply with all provisions of
the same.
Section 3. Severability. Should any section, paragraph, sentence, clause,or phrase of this
ordinance, or its application to any person or circumstance. be declared unconstitutional or
otherwise invalid for any reason, or should any portion of this ordinance be preempted by state
or federal law or regulation, such decision or preemption shall not affect the validity of the
remaining portions of this ordinance or its application to other persons or circumstances.
Section 4. Effective Date. This ordinance shall take effect five (5) days from its passage
and publication as required by law.
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PASSED BY THE CITY COUNCIL this 26'day of May,2026.
APPROVED BY THE MAYOR this 2&day of May, 2026.
Clarence Moriwaki, Ma or
ATTEST/AUTHENTICATED:
Christine Brown, ity Clerk
APPROVED TO FORM:
Andrew Tsoming,City Atto
PASSED BY THE CITY COUNCIL: May 26,2026
PUBLISHED: May 29.2026
EFFECTIVE DATE: June 2, 2026
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EXHIBIT A
TELECOMMUNICATIONS
FRANCHISE AGREEMENT
This Telecommunications Franchise Agreement ("Franchise") dated June 2, 2026 (the "Effective
Date") is made and entered into by and between the City of Bainbridge Island, a municipal
corporation in the state of Washington ("City") and Seattle SMSA Limited Partnership d/b/a
Verizon Wireless, a Delaware limited partnership with its principal offices at One Verizon Way,
Mail Stop 4AW I00, Basking Ridge,New Jersey 07920 ("Grantee").
Recitals
WHEREAS, Seattle SMSA Limited Partnership d/b/a Verizon Wireless ("Grantee")
doing business in the State of Washington, has applied for a non-exclusive telecommunications
franchise to construct, operate, and maintain telecommunications facilities upon, in, under,
across, along, and over certain City rights-of-way as hereinafter set forth, and
NOW THEREFORE, in consideration of the terms, covenants and conditions set forth
below, and other good and valuable consideration the receipt and adequacy of which are hereby
acknowledged,the City and Grantee agree as follows:
1 Franchise Granted.
1.1 Grant of Franchise. Subject to obtaining any permits as are required under
the City's Code or other applicable Laws (and subject to Grantee obtaining any additional
necessary agreements, approvals, or authorizations from any entity that owns poles or any
other third parry rights), the City hereby grants on a nonexclusive basis as provided in City
Code, authorization for Grantee to attach, install, operate, maintain, remove, reattach,
reinstall, relocate, upgrade and replace Facilities within the Rights-of-Way in the City for
the purposes of providing Services to Persons located within or without the limits of the
City.
1.1.1 Exhibit 1 is a detailed map representing the current locations of all
Facilities in Grantee's Network in the City Rights-of-Way. If Grantee owns and/or
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operates Facilities in the City Rights-of-Way under a separate franchise agreement or
otherwise, Grantee shall also include them in Exhibit 1.
1.1.2 During the term of this Franchise, the location of Facilities installed by
Grantee or its designee shall be permitted by the City and disclosed, in writing, to the
City by Grantee within ten days before its installation, removal, or relocation.
1.1.3 All provisions of Title 19 Bainbridge Island Municipal Code CSIMC")
and Chapters 18.10 and 18.10A BIMC except as may be explicitly set forth otherwise
in this Agreement, are hereby incorporated by reference.
1.2 Costs Related to Exercise of Franchise. Any and all rights expressly
granted to Grantee under this Franchise shall be exercised at Grantee's sole cost and
expense, shall be subject to the prior and continuing right of the City to use any and all
parts of the Rights-of-way or Public Facilities or property, nonexclusively or concurrently,
with any other Person, and further shall be subject to City's police powers and all deeds,
easements, dedications, conditions, covenants, restrictions, encumbrances and claims of
title which may affect the Rights-of-Way, or Public Facilities now or hereafter existing.
Nothing in this Franchise shall be deemed to grant, convey, create, or vest a real property
interest in land to or in Grantee, including any fee or leasehold interest or easement rights.
13 No Interference. Except as expressly permitted by applicable Laws, in the
performance and exercise of its rights and obligations under this Franchise, Grantee shall
not interfere in any manner with the use of Rights-of-Way by the City, by the general
public or other Persons authorized to use or be present upon the Rights-of-Way, including
interference with the operation of any and all sanitary sewers, water mains, storm drains,
gas mains, parkway landscaping and/or irrigation, landscape planters, poles, aerial or
underground electric and telephone wires, cable television and other telecommunications,
utility and municipal property, without the express written approval of the owner or owners
of the affected property or properties.
1.4 Compliance with Laws. Grantee shall comply with all applicable Laws in
the exercise and performance of its rights and obligations under this Franchise. If required
by applicable Law, Grantee shall obtain all required approvals from the appropriate
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governing authorities. Grantee acknowledges it is subject to the City's police powers and all
applicable Laws.
2 Acceptance.
2.1 Franchise Acceptance. Grantee shall execute and return to the City its
execution and acceptance of this Franchise in the form attached hereto as Exhibit 2 within
sixty(60) days of the effective date of the ordinance authorizing the Franchise. In addition,
Franchisee shall submit a certificate of insurance as proof of insurance obtained and
blanket additional insured endorsement pursuant to Section 14, any applicable construction
Restoration Bond pursuant to Section 21.1 and the Franchise Performance Bond required
pursuant to Section 21.2 within sixty(60)days of the effective date. The administrative fee
pursuant to Section 23.3 is due within ninety days of receipt of the invoice from the City.
2.2 Grantee to Have No Recourse. Grantee specifically agrees it will not seek
monetary damages from City for any loss, cost, expense, or damage arising out of any
Provision or requirement of this Franchise, or enforcement of this Franchise, nor from the
City's exercise of its authority to grant additional Franchises, but shall only be entitled to
seek declaratory or injunctive relief, except to the extent caused by the negligence or
willful misconduct of the City. The City shall not be liable, unless directly and proximately
caused by the willful, intentional or malicious acts of the City, for any damage to or loss of
any Facility within the Right-of-Way as a result of or in connection with any public works,
public improvements, construction, excavation, grading, filling, or work of any kind in the
Right-of-Way by or on behalf of the City.
23 Acceptance of Power and Authority of City. Grantee expressly
acknowledges by acceptance of this Franchise that:
2.3.1 It has relied upon its own investigation and understanding of the power
and authority of the City to grant and enforce the Franchise;
2.3.2It has not been induced to enter into this Franchise arrangement by any
understanding or promise or other statement, whether verbal or written, by or on
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behalf of the City concerning any term or condition of the Franchise that is not
specifically included herein;
2.3.3 It has carefully read the terms and conditions contained herein and of the
Ordinance and that Grantee is willing to and does accept all the obligations of such
terms and conditions to the extent not inconsistent with state or federal law.
3 Limitations on Authority.
3.1 Subject to Other Requirements. Grantee's right to operate and maintain its
Telecommunications Network is subject to the terms, conditions, and requirements of this
Franchise, the City Code, and all applicable Laws, and Grantee's right to construct, erect,
install or modify its Telecommunications Network is specifically subject to the requirement
that Grantee obtain Permits as set forth in Code; and obtain all required permits for, and
otherwise comply with, all applicable land use and zoning regulations, which control
development on property contiguous to the right-of-way containing the proposed Facilities
site.
3.2 After Acquired Facilities. Grantee expressly acknowledges and agrees, by
acceptance of this Franchise, that Facilities and appurtenances in Rights-of-Way that are
subsequently acquired by the Grantee and that (if acquired prior to this original Franchise
grant) would have been subject to this Franchise and the permitting authority related
thereto shall be subject to the provisions of this Franchise and all Permits related thereto.
3.3 Privileges Must be Specific. No privilege or exemption is granted or
conferred by this Franchise except as may be specifically prescribed.
4 Nonexclusive Franchises. This Franchise is nonexclusive. City reserves the right
to grant additional Franchises to any Person at any time.
5 Amendments. Except for changes to Exhibit 1 addressed in Section 1.1.3, this
Franchise may be amended only upon the mutual written consent of City and Grantee or in the
exercise of the City's police power authority or other explicit authority pursuant to applicable
laws.
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6 Service of Notice. Except as otherwise specifically provided herein, any notices
required or permitted to be given under this Franchise shall be deemed to be properly served
when deposited with the United States Postal Service, postage paid, certified or registered mail,
or via nationally recognized overnight carrier, and addressed to the party to receive same, or at
such other address of which the party to receive the notice shall have designated in the Franchise.
NOTICES TO THE CITY shall be addressed to all of the following:
Attention: City Clerk
280 Madison Avenue North
Bainbridge Island, WA 98110-1812
With Copies to:
Attention: Public Works Director
280 Madison Avenue North
Bainbridge Island, WA 98110-1812
NOTICES TO THE GRANTEE shall be addressed to all of the following:
Seattle SMSA Limited Partnership d/b/a Verizon Wireless
Basking Ridge Mail Hub
Attention: Legal Intake
One Verizon Way
Basking Ridge,New Jersey 07920
7 Term of Franchise. This Franchise shall be for ten (10) years, beginning on the
Effective Date of this Franchise (the " Term"), unless earlier terminated in accordance with this
Franchise.
8 Abandonment.
8.1 In the event that any Facilities or the Services are out of service for a
period of one hundred eighty (180) consecutive days or more, it shall be considered
abandoned ("Abandoned") and Grantee shall promptly notify the City in writing, and
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within ninety (90) days remove Abandoned Facilities and restore the Right-of-Way to its
condition prior to the placement of the Facilities, all at Grantee's sole cost and expense. If
the City determines that any Facilities or the Services are Abandoned, City shall inform
Grantee in writing, and Grantee upon ninety (90) days following receipt of written notice
shall promptly remove such Facility or Facilities and restore the Right-of-Way to its
condition prior to the placement of the Facilities, all at the Grantee's sole cost and expense.
8.2 If Grantee fails to remove the Facilities and restore the Right-of-Way as
required in 8.1 of this Franchise, following the expiration of the ninety (90) day removal
period and all cure periods have expired, the City shall be entitled to remove the Facilities
and restore the Right-of-Way at Grantee's sole cost and expense or accept the transfer of
ownership of the same to the City,
8.3 The Grantee has the right to challenge the City's determination that
Facilities are Abandoned. Upon receipt by the City of written notice of such challenge, the
City and the Grantee shall meet in good faith to discuss the nature of the City's
determination and the Grantee may produce facts and other supporting information as to
why the City's determination is incorrect or should be modified-
9 Reoair of Dama¢e. Grantee is responsible for repairing damage Grantee causes to all
public and private facilities within the Right-of-Way and the Right-of-Way itself. Grantee shall
complete all necessary repairs within sixty (60) days of notification by the City, unless
emergency conditions necessitate, in City's reasonable discretion, more exigent remediation or
City must immediately act. If Grantee fails to make the necessary repairs within sixty (60) days
of notice, or emergency circumstances compel the City to immediately act, City may have
repairs made with the reasonable costs being billed to Grantee. Billed costs are due within thirty
(30) days of receipt of invoice. If the repair cannot fully reverse the deterioration or loss of life,
the City may require Grantee to pay for the damage suffered as a direct result.
9.1 The Grantee has the right to challenge the City's determination that
Grantee caused damage which must be repaired. Upon receipt by the City of written notice
of such challenge, the City and the Grantee shall meet in good faith to discuss the nature of
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the City's determination and the Grantee may produce facts and other supporting
information as to why the City's determination is incorrect or should be modified.
9.2 Grantee shall reimburse the City within 90 days following the receipt of an
invoice for all reasonable amounts paid and/or costs incurred by the City in relation to the
enforcement of this Section, all such fees, expenses and costs shall be recoverable from
Grantee to the extent the City prevails in such enforcement action.
10 Default. Grantee shall be in default under this Franchise upon the occurrence of
any of the following events:
10.1 Grantee's violation of material terms or provisions of Title 19 BIMC and
Chapters 18.10 and 18.10A BIMC, this Franchise, or any other applicable Laws.
10.2 Grantee's failure to pay the City for any duly invoiced costs and/or fees
incurred, pursuant to this Franchise or Code, and Grantee does not cure within sixty (60)
days after written notice of non-payment is received by Grantee.
10.3 Upon Grantee's failure to perform any other obligation under this
Franchise or to cure any failure of performance within sixty (60) days after notice of such
failure or demand for cure is given by the City to Grantee or, if such failure of performance
is not curable within sixty (60) days in the reasonable determination of City, if the
defaulting party fails to commence such cure within sixty (60) days and fails to thereafter
diligently pursue such cure to completion.
10.4 Grantee becomes insolvent, liquidates, is adjudicated as bankrupt, makes
an assignment for the benefit of creditors, invokes any provision of law for the relief of
debtors, or initiates any proceeding seeking protection from its creditors.
10.5 The waiver of any default or violation of any provision of this Franchise
shall not be deemed to be a waiver or a continuing waiver of any subsequent breach or
violation of the same or any other Provision of this Franchise.
11 Facility Relocation. Grantee shall, by a time specified by the City, protect,
support, temporarily disconnect, relocate, or remove any of its Facilities when required by the
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City by reason of traffic conditions; public safety; public right-of-way construction; public right-
of-way repair (including resurfacing or widening); change of public right-of-way grade,
construction, installation or repair of sewers, drains, water pipes, power lines, signal lines, tracks,
or any other type of government-owned communications system, public work, public facility or
improvement; or any government-owned utility; public right-of-way vacation; or for any other
purpose where the work involved would be aided by the removal or relocation of the Facility.
Collectively, such matters are referred to below as the"public work."
11.1 Except in the case of emergencies, the City shall provide written notice describing where
the public work is to be performed as soon as practical but at least 30 days prior to the
deadline by which Grantee must protect, support, temporarily disconnect, relocate or
remove its Facilities. Grantee may seek an extension of the time to perform such tasks
where they cannot be performed in 30 days or by the completion time specified even with
the exercise of its best efforts, and such request for an extension shall not be unreasonably
refused.
11.2 In the event of an emergency, or where Grantee creates or is contributing to an imminent
danger to health, safety, or property, the City may protect, support, temporarily disconnect,
remove, or relocate any or all parts of the Facilities without prior notice, and charge
Grantee for costs incurred. The City will make a reasonable effort to notify Grantee as
soon as practicable, either before or after any emergency removal or relocation of
Facilities.
12 Relocation Costs. Whenever the removal or relocation of Facilities is required
under this Franchise or otherwise by order of the City, and such removal or relocation shall cause
the Rights-of-Way to be damaged, Grantee, at its sole expense, shall promptly repair and return
the surrounding Rights-of-Way to the same condition as existed prior to such work, in the
reasonable determination of City. If Grantee fails to comply with this requirement, then the City
shall have the option of performing or causing to be performed such reasonable and necessary
work, and charge Grantee for the actual cost(s) incurred by City. Upon the receipt of a demand
for payment by the City, Grantee shall reimburse the City for such costs within sixty (60)days.
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13 Relocation for Third Parties. If any user that is authorized to place facilities in
the rights-of-way requests Grantee to protect, support, temporarily disconnect, remove, or
relocate its Facilities to accommodate the construction, operation, or repair of the facilities of
such other user, Grantee shall, after 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 the communications facility that is being requested to move
was not properly installed, the reasonable cost of the same shall be home by the user 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. Further, Grantee shall, on the request of
any entity or person holding a valid permit issued by a governmental authority, temporarily raise
or lower its Facilities and/or wires to permit the moving of buildings or other objects. The
expense of such temporary removal or raising or lowering of Facilities or wires shall be paid by
the entity or person requesting the same. Grantee shall be given not less than seven days'
advance notice to arrange for such temporary wire changes.
14 Insurance. Grantee shall at all times comply with the insurance requirements of
BIMC 19.02.070(B). The require Certificate of Insurance must be provided to the City within
two days of Acceptance of this Franchise.
15 Termination. In addition to the provisions of BIMC 19.02.080, this Franchise
may be terminated upon a default hereof as provided in this Franchise. A termination of this
Franchise because of Grantee's default shall not prejudice any other remedy for breach of
contract, damages, non-payment or otherwise, which the City has under this Franchise or under
law.
15.1 Notice. This Franchise may be terminated by the City in accordance with
the provisions of BIMC 19.02.080 after notice, an opportunity to cure, and a hearing as
provided therein.
15.2 Lesser Sanctions. Additionally, the City may impose a lesser sanction as
authorized by Code or Law.
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15.3 If, at any time the City vacates any Rights-of-Way that is subject to rights
granted by this Franchise, the City may, at its sole option, and by giving 60 days written
notice to Grantee, its successors and assigns, terminate this Franchise with reference to
such portions of Rights-of--Way so vacated and the City shall not be liable for any damages
or loss to Grantee by reason of such termination. Further, the City may, at its sole option,
choose to retain an easement for public utilities and services consistent with RCW
36.87.140.
16 General Terms.
16.1 Reports and Records of the Grantee. Reports Required. Grantee shall
supply, upon request and at no cost, any information, requested by the City to coordinate
municipal functions with the Grantee's activities and fulfill any municipal obligations
under state law. Said information may include an installation inventory, location of existing
or planned Facilities, maps, plans, and as-built drawings of the operator's installations in
the City. Said information may be requested either in hard copy and/or electronic format
compatible with the City's database system, as now or hereafter existing. Grantee shall
keep the City informed of its long-range plans for coordination with the City's long-range
` plans.
16.1.1 In the event that the City receives a public records request under
Chapter 42.56 RCW or similar law, the City shall promptly notify Grantee and
Grantee shall produce all records required under Chapter 42.56 RCW. Should
Grantee obtain an injunction or court order limiting or prohibiting production of such
records, the City shall comply with such injunction or court order obtained by
Grantee; however, in the event a higher court overturns such injunction or court order
and such higher court action is or has become final and non-appealable, Grantee shall
reimburse the City for any fines or penalties imposed for failure to disclose such
records as required hereunder within sixty (60) days of receipt of a request from the
City.
16.2 Enforcement and Administration by City. The City, through the office of
the City Engineer, shall have continuing regulatory jurisdiction and supervision over the
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occupancy of the Rights-of-Way pursuant to this Franchise, and may from time to time
adopt such rules and regulations as it may deem necessary.
16.3 Failure to Enforce. Neither the Grantee nor the City shall be excused from
complying with any of the terms and conditions of this Franchise by any failure of the other
party upon one or more occasions to insist upon or to seek compliance with any of such
terms or conditions.
17 Inspection. The City maintains the right to inspect, at Grantee's reasonable
expense, all of Grantee's Facility installations in the Rights-of-Way. In addition, the City
Engineer may require Grantee to furnish certification from Grantee's engineer that the Facilities
are constructed and operated in accordance with good engineering practice and are reasonably
secure against damage and injury.
18 Removal of Unauthorized Facilities. Within ninety (90) days of receipt of
written notice from the City Engineer or designee, Grantee shall remove any unauthorized
Facility or related appurtenance within the rights-of-way, at its own expense. If Grantee fails to
remove such Facilities or appurtenances, the City may cause the removal and charge the Grantee
for the reasonable costs incurred. A Facility or appurtenance is unauthorized and subject to
removal in the following circumstances:
18.1 Upon expiration or termination of the Grantee's Franchise.
18.2 Upon abandonment of a Facility within the Rights-of-Way.
183 If the Facility was constructed or installed without the prior grant of a
franchise or permit.
18.4 If the Facility was constructed or installed without the prior issuance of a
required right-of-way permit.
18.5 If the Facility was constructed or installed at a location not permitted by
the Grantee's Franchise.
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18.6 Any such other reasonable circumstances deemed necessary by the City
Engineer or designee.
19 Permits and Construction Standards.
19.1 General Standards.
19.1.1 Permits. Grantee shall comply with all applicable City code and
City standards for the proposed right-of-way work. In addition thereto, Grantee shall
apply for a Right-of-Way Permit,Wireless Communication Facility, a Small Wireless
Facility Permit, or other applicable permit prior to beginning any work in a Right-of-
Way generally including the opening of any street in the City. No work, other than
emergency work, shall commence without such Permit_ Grantee may immediately
perform emergency repairs necessary due to imminent danger to health, safety or
property or to temporarily restore communications system services which have been
disrupted by storms, earthquakes, riots or other unexpected accidents or phenomenon.
When performing such emergency work, Grantee shall be required (a) to give notice
to the City of the commencement of the emergency work as quickly as practical, (b)
to apply for the permits which would otherwise be required for such work by the next
business day from the commencement of such work, and (c) to conform any work
performed prior to the approval of the required permit and to carry out any other work
in the area involved in accordance with the requirements of the permit.
19.12 Network Planning. The Grantee and the City shall make
reasonable good faith efforts to advise each other of plans and programs, both long
and short range, for the placement of Facilities in Rights-of-Way, and other Public
Property which might affect the other party or require its coordination. Upon the
City's request, Grantee shall use commercially reasonable efforts to submit to the City
a current(as of the date of City's request)Exhibit 1.
19.1.3 Limited Access. The City reserves the right to limit or exclude
Grantee's access to a specific route, public right-of-way, or other location when there
is inadequate space to deploy, a pavement cutting moratorium, deployment would
cause unnecessary damage to public property, or interfere with City utilities, or for
any other reason determined by the City Executive or designee, or the City Engineer
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in their reasonable discretion to be necessary for management and preservation of the
Rights-of--Way.
20 Indemnification. The Grantee agrees to defend, indemnify, and hold harmless the
City, its trustees, elected and appointed officers, agents, and employees, from and against any
and all claims, demands, or causes of action of whatsoever kind or nature, and the resulting
losses, costs, expenses, reasonable attorneys' fees, liabilities, damages, orders, judgments, or
decrees, sustained by the City to the extent resulting from or of the acts, errors, or omissions of
Grantee, or its agents, independent contractors or employees or the construction, operation or
repair of any Facility in the public rights-of-way. The indemnity in the preceding sentence shall
not apply to the negligence or willful misconduct of the City, its trustees, elected and appointed
officers, agents, and employees. The City shall give prompt written notice to Grantee of any
claim for which the City seeks indemnification. Grantee shall have the right to investigate such
claims, and the City shall cooperate with the Grantee in any such investigation.
If the claim, suit, or action for injuries, death, or damages as provided for in the preceding
paragraphs of this Franchise is caused by or results from the concurrent negligence of the
indemnitee or the indemnitee's agents or employees, this Section 20 shall be valid and
enforceable only to the extent of the indemnitor's negligence.
Grantee specifically and expressly waives any immunity under Industrial Title 51 RCW, and
acknowledges that this waiver is mutually negotiated by the parties herein.
20.1 No Responsibility for Loss. The City shall not be responsible for any
damages, losses, or liability of any kind arising from the issuance or approval by the City
of a permit, license, or franchise to any third party.
22.3 Consequential Damages. Neither party will be liable under this Agreement for
consequential, special, punitive or indirect damages, whether under theory of contract, tort
(including negligence), strict liability, or otherwise.
21 Bonds.
21.1 Restoration Bond Requirement. Prior to the commencement of any
construction of new or additional Facilities within the rights-of-way, Grantee shall furnish a
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Restoration Bond if required by Code as a result of constructing the Grantee's facilities
within rights-of-way.
21.2 Franchise Performance Bond Requirement. Grantee shall provide City
with a Franchise Performance Bond in the amount of Twenty-Five Thousand Dollars
($25,000.00) ("Franchise Bond") running or renewable for the term of this Franchise, in a
form and substance reasonably acceptable to City. In the event Grantee shall fail to
substantially comply with any one or more of the provisions of this Franchise following
notice and a reasonable opportunity to cure, then there shall be recovered jointly and
severally from Franchisee and the bond any actual damages suffered by City as a result
thereof, including but not limited to staff time, material and equipment costs, compensation
or indemnification of third parties, and the cost of removal or abandonment of Facilities
hereinabove described. Grantee specifically agrees that its failure to comply with the terms
of this Section 21 shall constitute a material breach of this Franchise. The amount of the
bond shall not be construed to limit Grantee's liability or to limit the City's recourse to any
remedy to which the City is otherwise entitled at law or in equity.
21.3 Rights Cumulative. The rights reserved by City with respect to the
` Performance Bond and Franchise Bond are in addition to all other rights City may have
under the Franchise or any other law. City may, from year to year, in its sole discretion,
adjust the amount of the bond.
21.4 Change in Surety. If, at any time during the term of this Franchise, the
condition of the corporate surety shall change in such a manner as to render the bonds
unsatisfactory to the City, the Grantee shall replace such bonds by a bond of like amount,
similarly conditioned, issued by a corporate surety satisfactory to the City.
22 Assignment or Transfer of Grantee or Franchise and Franchise Renewal.
22.1 This Franchise shall not be sold, leased, assigned, or otherwise alienated
without the express consent of the city, and no rule of estoppel shall be invoked against the
city in case the City shall assert the invalidity of any attempted transfer in violation of this
section. The city agrees not to withhold consent where the operator demonstrates that the
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requested assignment is in the nature of a change of name or a change in the nature of a
reorganization or merger of or with an entity controlled by, controlling, or under the
common control of the operator, there being no other change in the resulting entity's ability
to meet its master permit or license obligations_
22.2 The City reserves the right to invoke any or all provisions of this
Franchise upon the Grantee's successors or assigns, judgment creditors, or distributes of
Facilities or property used in enjoyment of privileges conferred herein, whether or not
stated elsewhere, all without waiver of the right to withhold consent not expressly given of
any such transfer and/or require a new Franchise.
22.3 Grantee shall not permit installations by others without written approval
from the City. Such approval shall not be in lieu of a franchise, master permit or license or
other requirements of the City. Whether or not permitted, Grantee shall remain responsible
for all third party users permitted or allowed by Grantee for compliance with the Franchise.
23 Miscellaneous.
23.1 Severability. If any section, subsection, sentence, clause, phrase, or portion
of this Franchise is for any reason held to be invalid or unconstitutional by any court or
administrative agency of competent jurisdiction, such portion shall be deemed a separate,
distinct, and independent provision and such holding shall not affect the validity of the
remaining portions thereof In such event, the parties mutually agree to make any
amendments to this Franchise or other applicable agreements necessary to effectuate the
intention of this Franchise. In the event that such amendments are barred by any legal
requirements governing any party, the parties shall use their best efforts to otherwise avoid
prejudice to the respective parties' interests, and to implement changes to effectuate the
intent in entering into this Franchise. Should the City, in its reasonable discretion,
determine that the severed portions substantially alter the Franchise so that the original
intent and purpose of this Franchise no longer exists, the City may terminate this Franchise
without cost or penalty.
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23.2 Applicable Law. The Franchise is governed by the Laws of the State of
Washington, and venue for any enforcement litigation shall be in Kitsap County Superior
Court or the United States District Court serving Kitsap County, Washington. In case of
conflict or ambiguity between this Franchise and Grantee's application, this Franchise shall
be controlling.
233 Grantee shall pay the actual administrative expenses incurred by the City
that are directly related to receiving and approving this Franchise pursuant to RCW
35.21.860, including the reasonable and actual costs associated with the City's legal costs
incurred in drafting and processing this Franchise. No construction permits shall be issued
for the installation of Facilities authorized until such time as the City has received payment
of this fee. Grantee shall further be subject to all permit fees associated with activities
undertaken through the authority granted in this Franchise or under the laws of the City.
Where the City incurs costs and expenses for review, inspection, or supervision of
activities, including but not limited to reasonable fees associated with attorneys,
consultants, City Staff and City Attorney time, undertaken through the authority granted in
this Franchise or any ordinances relating to the subject for which a permit fee is not
established, Franchisee shall pay such costs and expenses directly to the City.
23.4 Hazardous Substances. Grantee shall not introduce or use any hazardous
substances (chemical or waste), in violation of any applicable law or regulation, nor shall
Grantee allow any of its agents, contractors or any person under its control to do the same.
Grantee will be solely responsible for and will defend, indemnify and hold the City, its
officers, officials, employees, agents and volunteers harmless from and against any and all
claims, costs and liabilities including reasonable attorneys' fees and costs, arising out of or
in connection with the cleanup or restoration of the right-of-way to the extent caused by
Grantee's use, storage, or disposal of hazardous substances, whether or not intentional, and
the use, storage or disposal of such substances by Grantee's agents, contractors or other
persons acting under Grantee's control, whether or not intentional. Notwithstanding this
paragraph or any other provision in the Franchise, Grantee shall not be liable or responsible
for any environmental condition, including the release of hazardous substances, except to
the extent Grantee causes or exacerbates the condition.
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23.5 Effective Date. The provisions of this Franchise shall be effective only
once the acceptance of this Franchise by the Grantee as provided herein is provided.
23.6 Limitation. Nothing in this Franchise shall be construed or interpreted in
any manner as limiting, relinquishing, or waiving any rights of ownership enjoyed by the
City in any Rights-of-Way or any Public Facilities, or in any manner limiting,
relinquishing, or waiving the City's control over the operation and maintenance of the
Rights-of-Way or any Public Facilities or in any manner limiting, relinquishing, or waiving
lawful governmental rights that the City possesses.
23.7 Non-Waiver. Excuse by City or Grantee of strict performance of any
Provision of this Franchise shall not be a waiver or prejudice the such party's right to
require strict performance of the same or any other Provision in the future.
23.8 Integration. This Franchise contains the entire understanding between the
parties with respect to the subject matter herein. There are no representations, agreements,
or understandings (whether written or oral) between or among the parties relating to the
subject matter of this Franchise which are not fully expressed herein.
23.9 Franchise Subject to Future Ordinance(s). Grantee acknowledges that the
City may develop additional rules, regulations, and specifications for the use of the Rights-
of-Way and/or Public Facilities, and Grantee agrees that such rules, regulations, and
specifications, when finalized and to the extent not inconsistent with, or otherwise
preempted by, federal or state law, shall govern Grantee's activities hereunder as if they
were in effect at the time this Franchise was executed, provided that, no subsequently
enacted rule, regulation, or specification may retroactively place Grantee in violation
thereof.
23.10 Attorneys' Fees. If a suit or other action is instituted in connection with
any controversy arising out of this Franchise, the substantially prevailing party shall be
entitled to recover all of its costs and expenses, including such sum as the court may judge
as reasonable for attorneys' fees, costs, expenses and attorneys' fees upon appeal of any
judgment or ruling.
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23.11 Survival. All of the provisions, conditions, and requirements of Section
1.4, Section 8, Section 9, Section 10, Section 11, Section 12, Section 13, Section 14,
Section 16.1, Section 17, Section 18, Section 20, Section 21, Section 23.4, and Section 23.7
of this Franchise shall be in addition to any and all other obligations and liabilities Grantee
may have to the City at common law,by statute, or by contract, and shall survive the City's
Franchise to Grantee for the use of the City Rights-of-Way, and any renewals or extensions
thereof. All of the provisions, conditions, regulations and requirements contained in this
Franchise Agreement shall further be binding upon the heirs, successors, executors,
administrators, legal representatives and assigns of Grantee and all privileges, as well as all
obligations and liabilities of Grantee shall inure to its heirs, successors and assigns equally
as if they were specifically mentioned where Grantee is named herein.
23.12 Authorization. The undersigned respectively represent and warrant that its
signatory is a duly authorized and empowered to sign this Franchise Agreement.
24 Definitions.
24.1 General Interpretation. For the purpose of this Franchise, and except as
defined specifically below, the terms, phrases, words and their derivations herein shall
have the meaning given in B11%4C. Words not otherwise defined shall be given their
common and ordinary meaning. When consistent with the context, words used in the
singular number include the plural number, words in the plural number include the singular
number, and words used in the present tense include the future tense.
24.1.1 "Agency" means any governmental agency or quasi-governmental
agency other than the City, including the FCC and the W TC.
24.1.2 "City" means the City of Bainbridge Island, Washington, and its
lawful designees.
24.1.3 "City Property" means any real property owned by the City
whether in fee or other ownership, estate or interest comprising or related to a Right
of Way.
24.1.4 "Effective Date" means the date identified in Section 23.5 herein.
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24.1.5 "Facilities" means the elements of Grantee's Telecommunications
Network including (i) physical infrastructure supporting high speed data, internet
protocol-based services, internet access services, telephone, and data transport
services conveyed using wireless facilities and (ii) the infrastructure development to
be used for Wireless Facilities. The placement by Grantee of new poles is allowed
with approval by the City. For the purposes of this Franchise, the term Facilities
includes both Small Wireless Facilities and other Wireless Facilities, commonly
referred to as"macrocell" facilities, including towers and new base stations.
24.1.6 "FCC" means the Federal Communications Commission, or
lawful successor, authorized to regulate and oversee Telecommunications carriers,
Services and providers on a national level.
24.1.7 "Fee" means any assessment, license, charge, fee, imposition, tax
(but excluding any utility users' tax or occupation tax), or levy lawfully imposed by
any governmental body.
24.1.8 "Franchise" means the nonexclusive authorization granted herein
to use City Rights-of-Way to construct, operate, and maintain Grantee's Facilities.
24.1.9 "Grantee" means Seattle SMSA Limited Partnership d/b/a
Verizon Wireless, and its agents, employees, lawful transferees, successors, and/or
assigns.
24.1.10 "Laws" means any and all judicial decisions and any and all
federal, state and local statutes, constitutions, ordinances, resolutions, regulations,
rules, tariffs, administrative orders, certificates, orders, or other requirements of the
City or other Agency having jurisdiction over the parties to this Franchise, in effect at
the time of execution of this Franchise and thereafter.
24.1.11 "Month" means a calendar month.
24.1.12 "Person" means an individual, a corporation, a limited liability
company, a general or limited partnership, a sole proprietorship, a joint venture, a
business trust, or any other form of business association.
24.1.13 "Provision" means any clause, condition, covenant, qualification,
restriction, reservation, term, or other stipulation in this Franchise that defines or
otherwise controls, establishes, or limits the performance required or permitted by
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this Franchise. All provisions, whether covenants or conditions, shall be deemed to be
both covenants and conditions.
24.1.14 "Public Facility" means any tower, water tower, building, pole or
other structure which the City owns or controls.
24.1.15 "Right-of-Way" or "Public rights-of-way" means land acquired
or dedicated for public roads and streets which under applicable law the City has
authority to grant master permits, franchises, right-of-way permits or licenses for use
thereof or has regulatory authority thereover. The term does not include:
24.1.15.1 State highways;
24.1.15.2 Land dedicated for roads, streets and highways not opened
and not improved for motor vehicle use by the public;
24.1.15.3 Structures such as, but not limited to, poles and conduits
located in the right-of-way;
24.1.15.4 Parks and open space;
24.1.15.5 Publicly owned shorelines or harbor areas; and
24.1.15.6 Utility easements.
24.1.16 "Small Wireless Facilities" shall have the same meaning as
"small wireless facility" as set forth in 47 CFR 16002, as may be amended.
24.1.17 "Telecommunications Network" or "Network" means all of
Grantee's Facilities used in the provision of Telecommunication Services in the City,
taken together as a unified system.
24.1.18 "Telecommunications Services" or "Services" means the
transmission of information by wire, radio, optical cable, electromagnetic, or other
similar means for hire, sale, or resale to the general public. For the purpose of this
subsection, "information" means knowledge or intelligence represented by any form
of writing, signs, signals, pictures, sounds, or any other symbols. For the purpose of
this chapter, telecommunications service excludes the over-the-air transmission of
broadcast television or broadcast radio signals
24.1.19 "Wireless communication facility" or "WCF" means an
unstaffed facility for the transmission and/or reception of radio frequency, microwave
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or other signals for commercial communications purposes, including and typically
consisting of antennas, equipment facilities, transmission cables, a support structure
required to achieve the necessary elevation, and reception and transmission devices
and antennas.
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EXHIBIT 1 —DETAILED NETWORK MAP
At the time of acceptance of this agreement the Grantee
does not have any Facilities located in the City's Rights-of-Way
EDIT 2-Acceptance
Seattle SMSA Limited Partnership d/b/a Verizon Wireless, for itself, its successors and assigns,
hereby accepts and agrees to be bound by all lawful terms, conditions and provisions of this
Franchise.
Seattle SMSA Limited Partnership
d/b/a Verizon Wireless
By: C o Pu I rship ' general partner
By: 61 Date: �j I 21 vo
Name:
Title: UK. JA[ttyle:
cai, nla<}(2kV
STATE OF W2WN )
COUNTY OF Cbnlfcl COCW) .
JR14L On AWALI 12, 2MSo before me, a Notary Public in and for the State of
(n'Y11 , personally appeared personally
known to me (or proved to me on the basis of satisfactory evidence) to be the person who
executed this instrument, on oath� I stated'that he was authorized to execute the instrument, and
acknowledged it as the CR. Of'o of Seattle SMSA Limited
Partnership d/b/a Verizon Wireless, By Cellco Partnership, Its General Partner,to be the free and
voluntary act and deed of said party for the uses and purposes mentioned in the instrument.
IN WITNESS WHEREOF, I have hereMNOTPUBLIC
60cl l seal the day and year
first above written.
in and for the State of�CA
residing at C� d �fia C n
My appointment expires MO) U,'$w
Print Name ��' t�l� '``C
— A.R.KRUSE-LUDTKE
Notary Public-California
' Contra Costa County
Commisvon S 2438990
My Comm.Expires Mar 22,2027 —