Conduct PHearing_Non-Exclusive Franchise_Level 3

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transfer is from LEVEL 3 to a parent company of LEVEL 3, or to any subsidiary of such parent company, provided that LEVEL 3 provided written notice to the COUNTY of such transfer. LEVEL 3 may also assign this Franchise to an entity with or into which it may merge or consolidate, or to a purchaser of all or substantially all of LEVEL 3's assets, without the consent of the COUNTY, provided that LEVEL 3 shall provide the COUNTY with prior written notice of the proposed transaction. The COUNTY shall then have the option, within thirty (30) days of receipt of the notice, to notify LEVEL 3 of a public hearing to approve or deny the assignment, such approval not to be unreasonably withheld or delayed. If the COUNTY does not respond within such thirty (30) day period, then the assignment shall be deemed operative. In any transfer of this franchise which requires the approval of the COUNTY, LEVEL 3 shall show that the recipient of such transfer has the technical ability, financial capability, and any other legal or general qualifications as reasonably determined by the COUNTY to be necessary to ensure that the obligations and terms required under this Franchise Agreement can be met to the full satisfaction of the COUNTY. The qualifications of any transferee shall be determined by hearing before the COUNTY and the approval to such transfer shall be granted by Franchise of the COUNTY, such approval not to be unreasonably withheld or delayed. Any administrative costs associated with a transfer of this franchise which requires the approval of the COUNTY, shall be reimbursed to the COUNTY within thirty (30) days of such transfer. Section 8. Franchise Term. The franchise rights granted herein shall remain in full force and effect for a period of twenty (20) years from the effective date of this Franchise Agreement. LEVEL 3 shall file with the COUNTY Clerk a document acknowledging consent to the terms and conditions herein. Failure on the part of LEVEL 3 to said consent within thirty (30) days of the effective date of this Franchise shall void and nullify any and all rights granted under this franchise. Section 9. Costs, Taxes and Fees. Level 3 shall pay a fee for the actual administrative expenses incurred by the County that are directly related to the receiving and approving this Franchise pursuant to RCW 35.21.860. Level 3 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 County. Where the County incurs costs and expenses for review, inspection, or supervision of activities, including but not limited to reasonable fees associated with attorneys and consultants, undertaken through the authority granted in this Franchise or any ordinances relating to the subject for which a permit fee is not established, Level 3 shall pay such costs and expenses directly to the County. As used in this Franchise, the word "costs" or "expenses" shall mean the actual, reasonable and documented costs or expenses incurred. In addition to the monetary compensation and fees set forth herein, Level 3 shall grant to the County the continued right to use four (4) dark fiber strands and eight (8) associated access points located within the County's public rights -of -way. The County's right to use the Dark Fibers shall extend for a period of twenty (20) years, subject to and in accordance with the terms, conditions, and provisions of a Dark Fiber Agreement to be negotiated and executed by the parties within sixty (60) days following the effective date of this Franchise Agreement. Section 10. Notices. Any notices to be served upon the COUNTY or LEVEL 3, shall be delivered to the following addresses respectively: COUNTY: COUNTY of Kittitas Department of Public Works 411 N. Ruby St. Suite #1 Ellensburg, WA 98926 Attn: Director of Public Works LEVEL 3 COMMUNICATIONS, LLC 931 14th Street Denver, Colorado 80202 Attn: ROW National Attn: General Counsel Either party may change the notice address listed above upon prior written notice to the other party. FRANCHISE PAGE 5 OF 6