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immunities, and authorities within the City.  All construction, operation, modification, and Maintenance by the Franchisee of any Cable System in the City shall be under this Agreement and not under any other contractual right, privilege, power, immunity, or authority.

SECTION 7:  AGREEMENT, ACCEPTANCE, AND INCORPORATION OF CHAPTER 10.27 AND PROPOSAL APPLICATION BY REFERENCE

(A)

As a condition of this Agreement, Franchisee agrees to be bound by all the terms and conditions contained herein and contained in Chapter 10.27, as evidenced by filing with the City an executed copy of this Franchise Agreement.  In consideration for the grant of the Franchise Agreement, under which Franchisee will receive substantial benefits, Franchisee covenants that it will not, at any time, proceed against the City in any claim or proceeding challenging any term or provision of Chapter 10.27 or the Franchise as unreasonable or arbitrary, or that on the date of entering into the Franchise it was commercially impracticable, or argue that the City did not have the authority to impose such terms or conditions, in any federal, state or local court or agency; and Franchisee further waives any and all legal rights, arising under the constitution of the United States or the State of Washington or under any statute or arising otherwise, that would have the effect of avoiding or reducing obligations under Section 10.27.310 or Section 10.27.510 of Chapter 10.27 or Section 16 or Section 26 of the Agreement, and hereby agrees and acknowledges that the grant of this Franchise Agreement is in accordance with state and federal law; and forever releases and discharges the City from any liability whatsoever based upon any claim that Chapter 10.27 or this Agreement is unlawful or unenforceable in whole or in part as of the date hereof.  Franchisee has no recourse against the City for any loss, expense or damage resulting from the provisions of Chapter 10.27 or the Agreement or because of the City’s enforcement in accordance with Chapter 10.27 and the Agreement.

(B)

The provisions of this Agreement shall be liberally construed in order to effectuate its purposes and objectives consistent with this chapter and the public interest.  In the event one or more of the specific provisions referred to in subsection (A) of this Section are subsequently found to be unlawful, null and void or unenforceable, the Council shall, at its sole option, have the right to consider said provision(s) severed from this Agreement so as to continue the Agreement’s effectiveness, or, in the event the Franchisee fails, to continue its performance of the obligations imposed by such unlawful, null and void or unenforceable provision(s), and such failure is not the result of the legal impermissibility of such performance, the Council may declare the Franchise Agreement a nullity and terminate it forthwith; provided, however, that such termination shall take place only (i) after a public hearing of which the Franchisee has been given at least fifteen (15) days’ prior written notice and at which the Franchisee has been given an opportunity to appear and make arguments before the Council, and (ii) if, after the public hearing, the Council determines that severance of the unlawful, null and void or unenforceable provision(s) constitutes a substantial failure of consideration for this Agreement.

(C)

The Franchisee also agrees to provide all Services and meet all requirements of this Agreement and its attachments.  By its acceptance of this Franchise Agreement, the Franchisee specifically agrees that the requirements in Chapter 10.27 are hereby incorporated by reference and made part of this Franchise.  The City and the Franchisee acknowledge and agree

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