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Home My WebLink About5536 ORDINANCE NO.5 5 3 6 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, APPROVING AND AUTHORIZING THE EXECUTION OF A CONTRACT AND ASSIGNMENT BETWEEN THE CITY OF AUBURN AND PUGET SOUND ACCESS, A NON-PROFIT CORPORATION, TO PROVIDE, MAINTAIN AND OPERATE A PUBLIC ACCESS FACILITY FOR THE CITY AND TO PROVIDE COMMUNITY AND PUBLIC ACCESS PROGRAMMING AND SERVICES IN THE CITY. WHEREAS, the City granted a franchise to TCI Cablevision of Washington, Inc., known as AT&T Broadband ("AT&T) which terminates on July 1, 2008; and WHEREAS, pursuant to Section 5 of the franchise agreement, AT&T assumed an obligation to provide, maintain, and operate a public access studio for the City during the life of its franchise; and WHEREAS, AT&T assumed this same franchise obligation with the cites of Auburn, Burien, Kent, Renton, SeaTac, and Tukwila (collectively "Cities"); and WHEREAS, in full and complete consideration of AT&T's franchise obligation to provide, maintain and operate public access facilities for the Cities, AT&T has agreed to pay to the Cities $3,701,942.78 (the Designated Fund"); and --------------------------- Ordinance No. 5536 June 14, 2001 Page 1 WHEREAS, the Cities assign their right to receive this payment from AT&T to Puget Sound Access Foundation ("PSAF"), a supporting organization of PSA, and to direct AT&T to pay the Designated Fund directly to PSAF subject to the conditions of that Agreement entered into between AT&T and the Cities, a copy of which agreement is attached as Exhibit "A" to the "Contract and Assignment Between City of Auburn and Puget Sound Access, a Non- Profit Corporation" which contract is attached hereto as Exhibit "1" and which AT&T Agreement is incorporated into the "Contract and Assignment Between the City of Auburn and Puget Sound Access, a Non-Profit Corporation", for the sole purpose of enabling PSA to undertake AT&T's franchise obligation to provide public access facilities for the Cities at least during the remainder of the franchise terms; and WHEREAS, PSA is an independent Washington non-profit corporation organized to develop and promote the concepts of public, educational, and government access to existing and future telecommunications media, and to establish and operate one or more community media access centers to educate and assist individuals in the use of tools and techniques for the production of local cable television programming: and WHEREAS, the City wishes to contract with PSA to provide, maintain and operate a public access studio for the City and to provide community and public access programming and services in the City; --------------------------- Ordinance No. 5536 June 14, 2001 Page 2 - -_.~-~-----._~--- NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, DO ORDAIN AS FOLLOWS: Section 1. Purpose: In consideration of the mutual undertakings and covenants, the benefits to be realized by each party, and the benefit to the citizens of Auburn to be realized by the performance of the "Contract and Assignment Between City of Auburn and Puget Sound Access, a Non-Profit Corporation," which is attached hereto and marked as Exhibit "1" and incorporated herein by this reference, the City Council of the City of Auburn does hereby authorize the execution of said contract. Section 2. Administrative Procedures. The Mayor is hereby authorized to implement such administrative procedures as may be necessary to carry out the directives of this legislation. Section 3. Severabilitv. If any section, subsection, paragraph, sentence, clause, or phase of this Ordinance, is for any reason is declared unconstitutional or invalid for any reason, such decision shall not affect the validity of the remaining portions of this Ordinance. Section 4. Ratification. Any act consistent with the authority and prior to the effective date of this ordinance is hereby ratified and affirmed. Section 5. Effective date. This ordinance shall take effect and be in force immediately upon its passage. --------------------------- Ordinance No. 5536 June 14, 2001 Page 3 ATTEST: j;)cuJ)( ~ Daniètle E. Daskam, City Clerk APPROVED AS TO FORM: ~{M - Michael J. Reynolds, City Attorney PUBLISHED: ~~ ¿2..-éJ I --------------------------- Ordinance No. 5536 June 14,2001 Page 4 INTRODUCED: June 18. 2001 PASSED: June 18, 2001 APPROVED: June 18, 2001 i! ~ ~_ ~eo CHARLES A. BOO H MAYOR ----------- ---...--..------ APR~13~2006 17:10 : ¡ ~ " ',1 CONTRACf AND ASSIGNMENT BE1WEEN CITY OF AUBURN AND PUGHT SOUND ACCESS, A NON-PROFIT CORPORATION AGREEMENT This Agreement is madetbis 1st day of July, 2001, by and between the City ofAublUIt, a municipal corporation ("City"), and Puget Sound Access, a Washington non-plLOfit corporation ("PSA"), who agree as follows: . RECITALS , ; 1. Whereas, the City granted a &anc:hise to TCI Cablcvision ofW8$hington, Inc. I known as AT&T Broadband ("AT &1") which tenninates on Iuly 1, 2008; , Whereas, pursuant to section 5(e) of the franchise agreement AT&T agreed to provide, maintain and operate a public access studio for the City; 3. Whereas, AT&T assumed this same franchise obligation with the cities of Auburn, Burien, Kent, Renton, SeaTac, and Tukwila (collectively "Citil:lS"); 2. 4. Whereas, in full and coq¡plete consideration of AT&T's franchise obligation Iti provide, maintain and operate public access facilities for the Cities, AT&T has agreed to pay to the Cities $3,701,942.78 (the "Designated FlUId"). 5. 6. Whereas, the Cities assign their right to receive this payment ftom A T&:1 to Pugct Sound Access Foundation ("PSAF"), a supporting organization ofPSA, and to direct AT&T to pay the Designated Fund directly to PSAF subject to the . conditions of that Agreement entered into between AT&T and the CitiClII, a copy of which agrceroent is attached hereto lIS Exhibit A and incorpora!Cd herein by reference, for the sole purpose of enabling PSA to undertake AT&T's ftanchise obligation to provide public access facilities for the Cities at least d1.iriIij: the remainder of the franchise terms; Whereas, PSA is an independent Washington noo-profit corporation organized to develop and promote the concepts of public, educational, and govcmmClllt IIÇÇCI$$ to existing and il1ture telecommunications media, and to establish and oj)Clf8te ,one or more community media access centers to educate and assist individuals in the use of tools and tcclmiqucs for the production of local cable television programming; and 'j . I 7. Whereas, the City wishes to contœct with PSA to provide, maintain and operate a public access studio for the City and to provide conununity and public IU;CCSS programming and services 'in the City. NOW THEREFORE, in consideration ofthc mutual undertakings and COVewu:Lts contained herein and the benefits to be realized by each party, and in 1ìnther Ordinance 5536 Access Sorviœ A¡¡reement Exhibit I Paee 1 " I:" ! 'U ;~¡/I~!'.·'lí¡'.I'i.'·.:<' , : I,; ¡"I, : .. ,." ., , Ii : til,: , "; ,,-1M dlUI " ~ " "¡¡'i, :i !~~..'., ',1 ! " .' ,..,i,: , ., I' ì ",1,1; " , Ii!. ¡PI" I ,1&Alt~i!~1 APR~13~2006 17:11 , I consideration of the benefit to the general public to be realized by the lr~fI11incJO~~is : Agreement, the parties agree as follows: SECTION 1. SCOPE OF SERV~ In consideration of the City's assignment to PSAF of its right to receive payment ftom AT&T in full satisfaction of AT&T's franchise obligation to provide, maintain and operate a public access studio for the City lind the payment by AT&T of$3,701942.78 to PSAF, PSA agrees to do the following: , A. OPERATE PUBLIC ACCESS CABLE CHANNEI..(S). Operate the! public access cable channel(s) for public/community access pro¡gramming puxposes with the primaly purpose being to ødmin;~ter, coordini¡te, and assist those requesting access on 8 non-discriminatory basis. B. ADMINISTER EDUCATIONAL ACCESS CHANNEL AND O1HER CHANNELS AS REQUESTED BY THE CITY. Administer ac::ceas to; and programming of the City of Auburn's educational cbannc1. ¡if I, requested, either by entering into 8 service agreement with a designated access provider or by programming the channel through other resources. The City may request that PSA manage other access channels as: well, undef conditions to be determined at a later time. C. OPERATE A COMMUNITY ACCESS CENTER. Manage a viideo production f'aqlity and equipment, avaílable for public use at SU1:h hours and times as are determined by PSA. Access to equipment and 1i1ciliti" shall be open to all those who satisfactorily complete training clU8SCS provided by PSA or who receive a certification from PSA, identlifYing said user(s) as having satisfied training requirements through means other than PSA training classes. This community access center shall serve the citizens of the City and shall be located in south King County at a piac<! reasonably accessible by the citizens of the city. D. PROVIDE EQUAL ACCESS. Provide acccss to the use of the equipment, fàcilities, channels¡ and services provided hereunder DO a non- discriminatory basis to all members of the participating communities for non-commercial programming purposes, whether individuals, 8fI'Ups, org"ni"ations, on a nolHliscriminatory basis, pursuant to the operatinB rulcspromulgated by PSA. DEVELOP OPERATING POLICIES AND PROCEDURES. DClVelo~ policies and procedures for use and opeWion of the access equipment,' facilities, and channel(s), and advise the City and the general public of such policies and procedures. E. F. COMPLIANCE wrm LAWS, RULES, AND REGULATIONS,. Administer the access chAnn~(s) and facilities in compliance wi~h applicable laWB, rules, and regulations, and City onlinanccs. 0rdi0IDce 5536 Aeceaa Service As>c_ &luõit I PB!I"2 r I ~ ! I P.09 -:'", '~"'.. '~ ; J' . q" , ,,' ." I , .' !i "'f " I- I I' I ~ I! II I¡ ~' t:¡" II':' : 1'1,' , :1 . :' <' : ,. F , ," !.k ,I liill; ; -" ,.'i','.""" ;', ~' .. , "~" '", 1 'I j;~ " , !., 1 , ~ ',I - i i :' , , , I II Ii ,'I ~'I'II , .:' " '! t,; 'li'l ' ' ¡! ',. , ! I' , "Ii, ; i',',t,¡ ¡ "~I ¡ i: (¡ i' ,\, 'I j,,, APR-13~2006 17:11 G. TRAINING. Train City residents, and when requested, City andl schooll employees, in the techniques of video production, and p~víde t~tµ. "C8;i. advice in the execution of productions. PSA will schedu1~ production 'd equipment training workshops on a regular basis. Training will be avail!lble to individuals and organizations as described in the PS:A . Operating Policlès. Training will include an explanation of the producer's responsibility and legal accountability for the content of the pro¡gramming they produce. PLAYBACK AND CABLECAST. Provide for the playback BlJd ¡ cablccast of programs on the cable access channel(s). Within eighteen ! months of this agreement being signed by both parties, PSA shall cablecast at lcast,an average of25 hours ofper week oflocal original, replayed and outside programming. H. L MAINTENANCE OF EQUIPMENT. Provide regular maintenance and repair of all Video equipment. : i J. PROMOTION. Actively promote the use and benefit ofthc acoess channel(s) and facilities to the citizens of the City of Auburn. . . } . OTHER ACTIVITIES. Undertake other access programming lI(,nvitics and services as deemed appropriate by PSA and consistent withlhe obligation to provide facilities and promote: access programmin!!: and provide IlOn-discriminatory access. K. SEcrION 2. CHANNELS OPEN TO PUBLIC: PSA agrees to keep the access cbannel(s) open to all potential users regardless of their viewpOint, subject to FCC regulations and other relevant laws. Neither the City nor PSA shall uulawfu!1y conttol the content of programming placed on the public access channel(s) so long as sllch programming is lawful. However, PSA reserves the right to refuse to air progrsiIDIDÎnB which it deems unl8wful~tB reasonable jud¡ment. Provided that, nothing herein shiIll prevent PSA or the City producing or sponsoring prograrnmi"g; 1.WdcrwritinS i. programming; or Û'om promoting production or programming by largeœd srolll1sasi, cOnsistent with applicable law and rules for use of channels. PSA shall promul~!8te and enforce policies and procedures. which arc designed to promote local use of the cbannel(s) and make the programming accessible to the viewing public, consisttmt wltb such time, place, and manner regulations as arc appropriate to provide for and promote use of access programming, equipment, and facilities. I;· " ~, I'; I· , )1', SECTION 3. PROGRAM CONTENT AND INDEMNlFIC~TION: The City nhall h¡lve. [, ' . ..... . no responsibility for program content on the public access channel(s), unless the : +~... .. .~ programming was produced by an agent or employee of the City as part of the City's . . .." .", access programming efforts. ,. .. . : , ' (){di_ 5536 Aoocss Servioo Apoment Exhibit I Pap 3 APR~13-2006 17:11 , '~' ,i .~ ¡ " " ! PSA shall indemnify and hold harmless the City from any claims, suits, liability, loss or damage, including attorney's fees, caused by or arising out of any public access programming not produced by an agent or employee oft he City including but ¡not limited to, any claim or legal action fOr alleged violation or inftingemcnt of copyright or other intellectual property right, invasion of privacy, obscenity or dcfamationi1provided thai! ,the City shall infonn PSA in writing within twenty (20) calendar days of i~ !reCeipt of¡nô~ce of the existence of any such claim or action. This obligation to indcmnïfy and hold i' . harmless shall extend to any claims made against the City by AT&T pursuant to ! paragraph 8. of the AT&T Agreement. The City shall indemnify, defend. and hold hannless PSA from any claims, losses, liabilities, or damage including payment of reasonable attorney's fees arisin;g out of or resulting from the pcrfunnance oHhis Agreement, caused in whole or part by any act or omission of the City, but only to the extent that the City is found to be negligea:lt.¡ j. I '!I' PSA sball have sole discretion and authority for decisions regardingstandanls for program qU8lity and scheduling except as provided herein. It shall be the TCIIIlponsibility of PSA to insure compliance with the standards provided by law relating to defamation, privacy, or obscenity. SECTION 4.· PRODUCER'S ~T ATEMENT: Before cablecasting vidéo transllni98Í~, PSAshall m¡uirc all users to agree in writing, at a minimum, to the folJowing: (i) thatthe producer has made all appropriate arrangements to obtain rights to all material ,contained in thCl program, including clearances from bfOlldcast statiODS, networks, sponsors, representatives of music licensing organizations, and any and all other persons lIS may be necessary; and (ii) that the user understands and agrees to the policies and prooooures of PSA with regard to programming and has indicated the nature of the programming, including whethedt is intended fur adult viewing. PSA shall mAintAin these statements for a time period to be determined by PSA. I ·1' SECTION S. COPYRIOIIT AND OWNERSHIP: PSA shall own the copyright of any programs that it may choose from time to time to produce. Copyright ofprogl1l:mming produced by the public shall be þe1d by such pcrson(s) who produce said prognlDU1ÛD.g. SECTION 6. BOARD OF DIRECTORS OF PSA: During the term of this Agreement, the City shall select at least one, (1) employee, representative, or agent to nommate Cot servicc on the Board of Directors ofPSA. Upon approval of iIuch nomination and ì election of such nominee by the Board of Directors ofPSA in accordance with ¡¡he ' articles of incorporation and bylaws of PSA, such Director shall take office at the time and on the date specified by the Board of Directors ofPSA and shall continue ill office for a term of two (2) years and thereafter until his or her successor has been ele<:tcd and has qualified or until his or her earlier death, resignation, retirement, disqualifiQstion, or removal unless such Director sball have been elected to fill an unexpired tenn of a directorship left VIW8I1t Or unle.!!$ such Director is designated as a member of thel tint regular Board of Directors ofPSA serving an initial term of only one (1) year. The qty shall have the right to notify thé Boani of Directors of PSA of its desire to remove a !. OrdIDancc $$36 Ac"""" Service Asreement Exhibit I Page 4 , rl' :! rl I ! i ';; II ~,.. ~'I" ' ,'J,' 9'··1" J. ". ." ì. ! ; j, I i~'! r ¡ ¡I, I··.., , i J ~ , iI¡h , '-'; I 'i ',I Upon reasonable request from the City, PSA shall, at any time dtlringi i '!!', ;, normal business hours, make available all of its reoords witb res,pect to all matters covered by this Agreement during the term. of this Agree¡nent. During the term of this Agreement, the City shall reserve the rigbt to audit PSA's financial and investment records at the City's sole cxpenS4'. APR~13~2006 17:12 Director nominated for such service by the City, and the Board of Directors ofPSA agrees to consider such ~uest at the next regular meeting of the Board,ofDWBCtOrs. If any such Director is removed by the Board ofDircctors ofPSA in accordance ~~ articles of incorporation and bylaws, the City shall have the right to nomiDatc Il ' , br l ' for such Director who may be elected by the Board of Directors in accordance with the ' articles of incorporation and bylaws of PSA and this Section 6. SECTION 7. PERFORMANCE REVmWS: PSA may, after three (3) years of operation under this Agreement, contrlWt with a consultant from outside the ~jSoundll community that is expert in access to conduct a perfonnance review of'pSA OPeI'!ltioqs. If a perfonnance review bas not been conducted at least once in a three::year J)!lI'iod, t48 City may require that such a review be conducted within sÍ¡c (6) months ofPSA's ! receiving notification of the City's r~ucst. The costs of this review shall be borne by PSA and wiD not occur more than once in a period of three (3) years. Upon completion, a copy of the perfonnance review sball be submitted to the City. SECTION 8. REPORTINGREOUIREMENTS: Jfrequested by the City during the tenn of this Agreement, PSA will give to the City Once a year copies of (i) current financial and investment statements audited by a committee of the PSA Board ofDirectclrs òr. : independent certified accountant, as determined appropriate by the Board ofDirectonì 'of 'I!' PSA, (ii) P:SA's annual report, (iii) PSA's annual budget for the upcoming ~¡J. year, and (iv) any other relevant infonnation reasonably requested by the City. If nolt included in the annual report, PSA also will provide the City with current statistics on programming and services provided as well as a CU1Tent and complete listing of the Board ofPirectors ofPSA. Puring the Icon of this Agreement the City also may m\lICSt, ~d PSA will provide once a year, ifrequcsted, a statement of anticipated n,1,III1ber ofh9~, of local origination acces:J pIOgramnUng and a schedule oftnlining classes to be 011feredlind other access activities plAnnl'il by PSA. ' SECfION 9. RECORDKEEPJNO AND REVIEW OF RECORDS: A. During the tenn of this Agr:eement, PSA shall maintain all neceslWY books and records in accordance with generally acccptcd. accoilll:1ing principles. B. A I I I: PSA shall require that all programs produced with funds, equipm,mt, facilities, or staff granted under this Agreement shall be distribuud on the channels whose use is authorized by tIùs Agreement This subpa¡:agraph shall not be interpreted to restrict other distribution, so long as sulm other SECTION 10. DISTRIBUTION RIGHTS: OnIhlønco 5$36 Acc_ S,,1VÎCe Agreement Exhibit I Page 5 I ~ , " , ' ti· ^PR~13-2006 17:12 , 'I Ii ,,·,if , " '¡'U,'," ¡',' :""", ¡I~I" ',!', I: :' ¡II, ii' ,q¡I,,' I , I,. ' .,' .,,1 " distribution is consistent with any pertinent guidelines establísb1i(j in thf access operating policies and procedures. B. At least at the beginning and end of each day that video progranuning is cablccast on the access channels which use is authorized by this Agreement, PSA shall display a credit stating that the 0PÎ1Úons E:Xprcs~ in access programs are the sole responsibility of program produ<:cœ, 1; , providing contact i.nfonnation for the program. , :, SECfION 11. INSURANCE: A. LIABILITY: During the tenn of this Agreement, PSA shall procure and maintain commercial general liability insurance with limits no IclS8 th8JI two million dollars ($2,000.000) combined single limit pØr OCCUJrrenœ ~d gcocra1 aggregate for personal injury, bodily i~ury, and ;pt'opet'tJI ~~e, including personal and advertising injury coverages f(lI' activity ]1etÍ01n1-ed and obligations UDdcrtakm pursuant to this Agreement. These III'C I niinimallimits and are not meant as a reflection of exposure, andl are not intended to be a limitation on indemnification. The cost of such insurance shall be bome by PSA. B. DIRECTORS AND OFFICERS: During the tenn of this ~Ient, PSA shall procure and maintain Directors and Officers Liability Insurance filr coverage of all of the members of its Board of Directors and its c,mcmj. The cost of such insurance shall be bome by PSA. SECfION 12. NON-DISCRIMINATION IN E~LOYMBNT AND SERVICE~ PSA shall not discriminate agllÙlSt any person, employee, applicant for employment, or subconttactor on the basis of race, color, creed, religion. gender. sexual preference, , marital status, ancestry, national origin, or physical or mental handicap: I I: SECTION 13. INDEPENDENT CONTRACfOR: It is understood and agreed that PS¡,.\ is an independent con1.tactor and that no relationship of principal/agent or ' employer/employee exists between the City and PSA and that PSA is !tee to COD,tract with other parties to best utilize the community access center consistent with the purposes of this Agreement. If in the performance of this Agreement any third persons am employed by PSA, such persons shall be entirely and exclusively UDder the coMol. direction, and supervision ofPSA. All terms of employment, inCluding hours, wages" working conditions, discipline, hiring, and discharging or any other term of empl0rnft shall be detennined by PSA.. and the City shall have no right or authority over such persons or terms of employment. SECTION 14. ASSIGNMENT AND SUBLE'ITING: Neither this Agreement nor any ,interest herein sbaIl be assigned or transferred by PSA, except as e~ly authorized, in writing by the City. OrdinaDoo 5536 Aceou Sorvice Agreement Exlu'bit I Pase 6 I¡.~j¡ í, ,¡ ~'! "" ',,; 111' ,I' i J'~' ',' ,J, ,I {' i. I' ¡ L , ! 'iii , " ' ; I. ,,' 1;:; ! APR-13-2006 17:13 SECfION IS. FUNDING AND OTHER RESOURCES: Tbe City agrees to make~· '~Ii ". AT&T dedicated certain channel capacity (spectrum on the cable system) for Slccess ~e available to PSA without charge to PSA. The City agre~ to permit PSA to mll.1Ulge tho channel capacity that has been d~ignatod in Section I of this Agreement for IlAX1CSS programming pwposes. SECfION 16. TERM OF AGREEMENT: This Agreement shall be for: ~ period O(~cfFD (7) years commencing on July I, 200 1 aud ending on July 1, 2008 unl~s termi~ :1: earlier, as provided in this Agreement. At the end of Sll.id te.r:m, this Agreement may l¥ extended by a written agreement executed by the City and PSA. i . SECTION 17. TERMINATION OF AGREEMENT: A. Either party shall have the right to terminAte this Agreement by rca&On of the other party's default. Furthermore, ¡£income, inc1U1ÜD8 gra¡~ts from, PSAF, and other revenues are .insufficient, PSA alB? shaU have I~~~ ~ . 'I' ',' any time during the tenn of this Agreement to terminate this Ag tif ' j, . PSA concludes in its best jud801ent that within ninety (90) days of such , .. time it will experience a total exhaustion of operating funds. B. Notice oftennination shall require ninety (90) days written noti4:e by registered or certified mail, return receipt requíred. A nqtice of I termination s¥1 specify the basis thereof, including a dlfbliled e~pIan~tion . of any alleged events of default. ' I .. i ! At least the following shall constitute an event of default by PSA: 1. Malfeasance, misfeannce, miaappropriation of grants 1'C4:eived from PSAF for the purposes described in this Agreement; or 2. Any other material breach of this Agreement. ; At least the following shall constitute an event of defàult on the :IIIrt oJ!the ·11' City: 1. Failure to act In good faith to fulfill the provisions of this Agreement; or C. 2. Any other material breach of this Agreement.,!,. ìj ,. . Upon receipt of written notice.oftennination and/or òfalleged events pf default, the recipient shall have sixty (60) days, or another time frame .. agreed to by both parties, to cure the default before termination shall become effective. The availability of this remedy shall not bar a.ny action by either party for specific perfonnancc of the provisions of the Agreement or any other remedy. I, , , , Ordlnanœ m6 ~ Serviœ AareeIllODt Exhibit 1 Page 7 i ./I-li..·.,' " , ,';1 , ", I; . I APR-13-2006 17:13 Ii Ii ¡ iL :'!t iD '¡ I 1 !!' D. In the event that any dispute shall arise as to the intcçretatÌon of this Agreement, or in the event of a breach of this Agreement and if the parties ClI.W1Ot mutually settle such differences, then the matter shall be referred to a mediator mutually selected by the parties, and,.ifnecest¡ary, proceed f the court of proper jurisdiction in King County. ' i' ,,; 1;1: SECTION 18.. EXTENSION OF AGREEMENT: This Agreement may be I'm,owed o' I. e~tended for additional time, pursuant to thc following process: IfPSA or the City seeks an extension of this Agreement, it shall, on or before Aprill, 2008, submit a letter of intent requesting cxtcnsiøn. , I On or before May I, 2008, the party receiving the request sball respp~ ,to the other. If either party ÎIItcnd$ to refuse to extend the À8reem'mt;'it s1\all explain the reasons for this decision in its response. I SECTION 19. TIME: Timc is of the essenCe in this Agreement and for the performance of all covenants and conditions of this Agreement. A. B. SECTION 20. COOPERATION: Each party agrees to execute all documents ÆI!1d do all things necessary and appropriate to carry out the provisions of this Agreement.¡ I' SECTION21. ð,J'PLICABLE LAW: This Agreement shall be interpreted and c'nforced eXclusively under the laws of the State of Washington. SECfION 22. NOTICES: All notices and other communications to be givcn by either party may be given in writing, depositing the aamc in the United States mail, p<,stage i prepaid and addressed to thc appropriate party as follows: ' , To City of Auburn 25 West Main Street Auburn, W A 98002 To Pugct Sound Access 4020 Auburn Way North Auburn, W A 98002 ,,¡ ¡. Any party may change its address for notice by written notice to the other pllrty at! any 'jl time. SECTION 23. ENTIRE AGREEMENT: This Agreement is the entire agreement of the parties and supmedes all prior negotiations and a¡¡reements whcther written or oral. This AgrccmCQt may be amended only by written agreement and no pwportta oral I amendment to this Agreement shall be valid. . i ' OrdiDance 5536 Ác"".. Service Agreement ExhibJtl Page 8 ¡' " ! ;111 " " ,,,..,'lil¡~ ~I¡ II, i '¡¡~I_~)W AfK-13-200ë 1?!19 ~ri:~II~~ WHEREOF, the parties have executed this Agreement 'as of the ~,. , CITY OF AUBURN, . municipal corporation By: c.1rn~~. ~12.. Its: ~ Dare: June 18, 2001 , I j, "~I:· ,I ;1 i ,'( Puget Sound Access, a Washington non-profit corporation :; ~:; ~ ~t...... Date: .,.. D'S. 01 ,i , Ordinançe '536 A~ Servico Aareemeut Exhibit 1 P.gc9 ,. i "ff" '¡~, ' ¡i" II 'i" 01 11): :. ,fIn! . ,.', r,. , 'II I ;; C I;I-¡,¡ I' , ',' ,. ;'1 ii'" ~ !i, II Ij I, ",! J' TOTAL P.16