Loading...
HomeMy WebLinkAboutFranchise - BOCCFRANCHISE AGREEMENT - After Recording Return To: ATTN: FRANCHISE COVER SHEET GRANT COUNTY, WASHINGTON 1462029 11/24/2021 04:11 PM FRANC Page I of 22 R 224.50 Grant Co, WA GRANT COUNTY COMMISSIONERS 1111111111111111111111111111111111111111111111111 IN 1111111111111111111111111111111111111111111111 Applicant/ Grantee: Intermountain Infrastructure Group, LLC Type of Facilities: As described in the attached Exhibit A This agreement applies to certain County Roads within County of Grant. Applicant Name: Intermountain Infrastructure Group, LLC Contact Person: Jeff Yount Notice Address: 533 Airport Blvd, Suite 400 Burlingame, CA, 94010 Effective Date: Expiration Date: 1 EXHIBIT "Apt GRANT COUNTY TERMS AND CONDITIONS OF FRANCHISE 1. Scope and Duration 2. Definition of Terms 3. Permits, Plans, and Specifications 4. Performance of Work 5. Aesthetic/ Scenic Considerations 6. Maintenance of Facilities 7. Hazardous Wastes, Substances 8. Relocation 9. Non-Exclusive/Other Occupants 10. Insurance and Security 11. Hold Harmless and Indemnity 12. Reservation of Police Power 13. Applicable Laws 14. Eminent Domain, Powers of the People 15. Annexation 16. Vacation 17. Termination 18. Assignment 19. Effective Date 20. Severability 21. Limitation of Liability 22. Hazardous. Conditions 23. Notices 24. Governing Law and Stipulation of Venue I , op: and Duration Intermountain Infrastructure Group, LLC, a limited liability company ("IIG"), its successors and assigns (hereinafter called "Grantee") are hereby granted a franchise to set, erect, install, place, lay, construct, extend, support, attach, connect, maintain, repair, replace, enlarge, operate and use ( type of utility or installation) ( choose type of installation) (in, upon, over, under, along, across and through) the Grant County roads and rights of -way failing within the area described on the attached Appendix 1 (such roads and rights-of-way being hereafter referred to at times as the "Franchise Area"), for a period of fifty (50) years, all in accord with the granting this Franchise, all applicable provisions of Grant County Utility Accommodation Policy, Codes and Ordinances, whether specifically referred to or not, and this Exhibit A; provided that, notwithstanding the County's continued right to enact codes and ordinances, in the event of any conflict or inconsistency of such codes and ordinances with the terms and conditions of this Franchise (including, without limitation, this Exhibit A)., the terms and conditions of this Franchise shall govern and control. 1462029 11/24/2021 04:11 PM FRANC Page 2 of 22 R 224.50 Grant Co, WA GRANT COUNTY COMMISSIONERS I IIIIIIII II I II IVIII I II I VI1 IN 11111111111111111111111111111111111111111111111 29 Definition of Terms COUNTY COUNTY COMMISSIONERS -COUNTY ENGINEER COUNTY ROAD STANDARDS COUNTY UTILITY POLICY FRANCHISE' GRANTEE MANUAL ON UNIFORM TRAFFIC CONTROL DEVICES (MUTCD) MAP OF DEFINITE LOCATION - for new construction not pre-existing facilities. PERMIT Grant County. Grant County Commissioners, --Grant County Engineer The policy titled "Grant County Minimum Road Standards for Developments" or the policy's successor. The policy titled "Accommodation of Utilities on County Road Right of Way for Grant County" approved by the County Commissioners February 9, 1998 or the policy's successor. The terms and conditions of this franchise agreement, as set forth in this Exhibit A. In accordance with RCW 36.55 and RCW 80-320 IIG., its successors and assigns, and any other person named in any permit as permittee., and any successor to any rights or interests of a permittee under a permit or in property installed on the right-of-way pursuant to apermit. Latest edition of the MUTCD, Manual on Uniform Traffic Control Devices for Streets and Highways, U.S. Department of Transportation, Federal Highway Administration. Construction plans; plans and specifications; design standards and specifications. A document including any license, permit, or franchise, authorizing specified use of county rights-of-way and granted under the provisions of this franchise and (county code), 1462029 11/24/2021 04:11 PM FRANC Page 3of 22 R 224.50 Grant Co, W1q GRANT COUNTY COMMISSIONERS I VIII III I III IIII I I I VIII I I I I VIII II II VIII VIII I I I III VIII VIII VIII I1111 IN RESTORATION A general term denoting replacing, repairing, or otherwise restoring the right-of-way to same or equal condition as before any change or construction began thereon. RIGHT-OF-WAY All property falling within the area described on the attached Appendix 1 in which the County has any form of ownership or title and which is held for public road, right- of-way or other public purposes, regardless of whether or not any road or facility exists thereon or whether or not it is used, improved, or maintained for public travel, ROADWAY The portion of the right-of-way, within the outside limits of the side slopes (shoulder to shoulder) or between curb lines, used for vehicular travel. TRAFFIC CONTROL A general term more specifically defined in the MUTCD. 3. Permits-, Plans, and Specifications A. Prior to commencing any work within the Franchise Area on any county road or right- of-way, the Grantee shall comply with and obtain all necessary permits to do such work. Permits required may include, but are not limited to, Work in the Right -of -Way Permits, Approach Permits, Conditional Use Permits, Haut Road Permits and/or any other County, State or Federal Permit required. Refer to the Grant County Utility Accommodation Policy, Comprehensive Plan and other County Development Regulations for necessary county permitting. Work in the Right -of -Way permits will require at a minimum, plans and specifications showing: the position, depth, and location of Facilities to be constructed within the Franchise Area at that time and their positions in relation to any involved county road and their locations within the right-of-way. These plans, all drawn to scale, shalt be known as the "map of definite location". Specifications will include class and type of materials and equipment to be used, manner of excavation, construction, installation, and backfill; location of temporary and permanent structures to be erected; description of road facilities which will be disturbed and plans for their restoration; traffic controls; traffic turnouts and detours; road obstructions; and such other details as are required by the County Engineer. Grantee shall pay all costs and expenses incurred by the County in reviewing plans and specifications, as and to the extent required by applicable provisions of the Grant County Utility Accommodation Policy. 1462029 11/24/2021 04:11 PM FRANC Paxe 4 of 22 R 224.50 Grant Co, WA GR NT COUNTY COMMISSIONERS 11111111111 I 11111111111111111111111111111111 IN 11111111111111111111111111111111111111111111111111 IN 4. Performance of Work A. No work on any County Road or right-of-way shall be commenced until all necessary permits have been obtained and a set of plans and specifications, reviewed' approved, and endorsed by the County Engineer, has been returned to the Grantee. All work shall be performed in accordance with the approved plans and specifications and shall be subject to inspection and incremental approval by the County Engineer. Grantee shalt pay all reasonable costs and expenses incurred by the County in inspecting and approving the work, as and to the extent required by applicable provisions of the County Utility Policy. Grantee shalt remain solely responsible for compliance with all applicable laws, regulations, codes, and standard plans and specifications in the design and construction of Grantee's Facilities within the Franchise Area. The Grantee shall notify the County Engineer at a minimum of 48 hours prior to starting any construction activity. If and to the extent Grantee reasonably determines that action on Grantee's part is necessary to respond to an emergency situation involving Grantee's Facilities within the Franchise Area, and such action would otherwise require the notice specified above, the County hereby waives the requirement that Grantee give such notice as a prerequisite to undertaking such activity; provided, however, Grantee shalt notify the County Engineer, verbally or in writing, as soon as practicable and no later than 24 hours following the emergency if the roadway shoulders, embankment or cut slopes, or drainage facilities are disturbed. B. Grantee's Facilities within the Franchise Area shall be [aid in exact conformance with the map of definite location except where deviations are allowed in writing by the County Engineer pursuant to application by Grantee, in which case Grantee shalt file a corrected map of definite location. C. Any work which disturbs any soil, surface, or structure of any County Road or right- of-way shalt be controlled by applicable design standards and specifications of the County, and applicable provisions of the Grant County Accommodation of Utility Policy and County Road Standards. Grantee, at its expense, shalt restore such surface or other facility to at least a condition the same as it was in immediately prior to such disturbance (or make provisions therefor), all to the reasonable satisfaction of the County Engineer. The County Engineer may cause to be done, at the expense of the Grantee, all work necessary to render any County road or right-of-way safe where a condition which is dangerous to life, health, or property is created by Grantee as a result of work undertaken by Grantee within the Franchise Area or where Grantee fails to restore any surface or other facility within the Franchise Area as required in this paragraph, but in each case only if Grantee does not promptly take corrective action after receiving written notice from the County Engineer regarding such condition or failure. D. All work within the Franchise Area shall be done in accordance with the current County standards in a thorough, professional, and workmanlike manner with minimum interference in public use of the county road. Where any work includes opening of trenches and/or ditches and/or tunneling under a county road or right- of-way, Grantee shall take all reasonable precautions necessary to protect and guard the public from any condition caused by the work. Grantee shall conform to the MUTCD, including directing traffic, signs, and barricades. Subject to Section 8, below, and specifically the rights of Grantee with respect to third parties under Section 8(C), if any line, pole or other facility of Grantee is located that, in the 1462029 11/24/2021 04:11 PM FRANC We 5 of 22 R 224.50 Grant Co, WA GR NT COUNTY COMMISSIONERS IIIIIIII II I II IVIII I II I III II II VIII VIII IIIIII VIII VIII VIIII III1 opinion of the County Engineer, any hazard to travel of the public is created, Grantee shall relocate the line, pole, or other facility at its expense upon request of the County Engineer. Grantee shall be liable for any damages, including any costs incurred by the County in remedying any failure to provide adequate traffic controls and protection to members of the public and their property. E. Before any work which may affect any existing monuments or markers of any nature relating to subdivisions, plats, roads, or other surveys is performed by Grantee within the Franchise Area under this Franchise, Grantee shall reference all such monuments and markers. Reference points shall be so located that they will not be disturbed during Grantee's operations under this Franchise. The method of referencing monuments or other points to be referenced shalt be approved by the County Engineer. The replacement of all such monuments or markers disturbed during construction shalt be made as expeditiously as conditions permit and as directed by the County Engineer. The cost of monuments or markers lost, destroyed, or disturbed, and the expense of replacement of approved monuments shall be borne by the Grantee. A complete set of reference notes for monument and other ties shalt be filed with the County. G. All work undertaken by Grantee within the Franchise Area shall beperformed by the Grantee in compliance with all applicable Federal, State, and County laws, regulations, and policies (including, without limitation, applicable environmental and land use laws and regulations); provided that, notwithstanding the County's continued right to enact codes and ordinances under the Grant County Utility Accommodation Policy, in the event of any conflict or inconsistency of such codes and ordinances with the terms and conditions of this Franchise (including, without limitation, this Exhibit A), the terms and conditions of this Franchise shall govern and control. 5. Aesthetic/Scenic Considerations A. If Grantee intends to use pesticides within the Franchise Area to control or kill weeds and brush in scenic areas, prior approval must be granted by the County at least annually (which approval shalt not be unreasonably withheld or delayed). The County may limit or restrict the types, amounts, and timing of applications •if a significant negative impact on the aesthetics of the area is anticipated, provided such limitations or restrictions are not in conflict with State law governing utility right- of -way maintenance. B. Refuse and debris resulting from the installation or maintenance of the Facilities by Grantee shall be promptly removed once the work is completed. 6. Maintenance of Facilities The County will not assume responsibility for damage to the Grantee'sproperty and various objects that are placed in county roads and rights-of-way. The Grantee will maintain its above -ground Facilities within the Franchise Area so as not to unreasonably interfere with county maintenance or free and safe passage of traffic if so allowed by Grant County. 7. Hazardous Wastes, Substances Grantee agrees that it will not negligently or intentionally cause the release of any hazardous substance, waste, or pollutant or contaminant (as defined by applicable law) 1462029 11/24/2021 04:11 PM FRANC PaXe 6 of 22 R 224.50 Grant Co, WA GR NT COUNTY COMMISSIONERS I IIIIIIII III II IVIII I II I III II II 1 VIII III I VIII VIII VIIII II I: into or upon any County Road or right-of-way in violation of any state or federal law with respect thereto. Grantee shall notify the County and the State Department of Ecology in writing of any such illegal release. Grantee shall be completely liable for any and all consequences of such illegal release, including liability under any federal or state statute or at common law. Grantee shall indemnify and hold the county harmless, as provided in paragraph 10, from any and all liability resulting from such an illegal release and shall have full responsibility for completely cleaning up, as required by any government agency, any and all contamination from such release. The County shall be entitled to full contribution for all costs incurred by it as the result of any release of such materials by Grantee in violation of any state or federal law. Upon any such illegal release of a hazardous substance by Grantee, the County may give immediate notice of termination of this Franchise or enter the Franchise Area and take whatever steps it deems appropriate to cure the consequences of any such release, all at the expense of the Grantee, but only if Grantee does not promptly take corrective action after receiving written notice from the County Engineer. Relocation A. Utility Installations shall be located to minimize need for later adjustment to accommodate future roadway improvement and to permit access to servicing such, installations with minimum interference to roadway traffic. If the County causes any County road or right-of-way to be constructed, improved, relocated, realigned, or otherwise changed within the Franchise Area; including. traffic controls, drainage, and illumination; or if any part of such road or right-of-way becomes a state highway and relocation or readjustment is directed by the State Director of Transportation so as to reasonably necessitate relocation of any Facility of the Grantee on such road or right-of-way within the Franchise Area (in any case for purposes other than those described in Section 8(C), below), the County will: (a) provide Grantee, within a reasonable time prior to the commencement of the road or right-of-way project, written notice requesting the relocation; and (b) provide Grantee with reasonable plans, timetables ands pecifications for such road or right-of-way project. After receipt of such notice and such plans, timetables and specifications, Grantee shalt relocate such Facilities within the Franchise Area at no cost to the County. B. The County Engineer shalt have the final approval of the relocation schedule. Grantee shalt be responsible for timely compliance with Facility relocation and coordinate with the County or the County's contractor. The construction, operations, maintenance, and repair of Grantee's Facilities authorized by this Franchise shall not preclude Grant County, its agentsor its , contractors from blasting, grading, excavating, or doing necessary road work contiguous to the said Facilities of the Grantee, provided that the Grantee shalt be given forty-eight (48) hours notice of said blasting or other work, and provided further that the foregoing shalt be subject to all other provisions of this Franchise and shalt not substantially or unreasonably impair the rights granted to Grantee under this Franchise. C. Whenever (a) any public or private development within the Franchise Area, other than a public right of way improvement of the type described in Section 8(A), above, requires the relocation of Grantee's Facilities within the Franchise Area to the 1462029 11/24/2021 04:11 PM FRANC Page 7 of 22 R 224.50 Grant Co, WA GRANT COUNTY COMMISSIONERS 11111111111111111 IN II IVIII I II I III II II VIII I IIIIII I1 VIII VIIII III Whenever (a) any accommodate such development; or (b) the County requires the relocation of Grantee's Facilities within the Franchise Area for the benefit of any person or entity other than the County, then in such event, Grantee shall have the right as a condition of such relocation, to require such developer, person or entity to make payment to Grantee, at a time and upon terms acceptable to Grantee, for any and all costs and expenses incurred by Grantee in the relocation of Grantee's Facilities. D. Any condition or requirement imposed by the County upon any person or entity, other than Grantee, that requires the relocation of Grantee's Facilities shalt be a required relocation for purposes of Section 8(C), above (including, without [imitation, any condition or requirement imposed pursuant to any contract or in conjunction with approvals or permits for zoning, land use, construction or development). E. Nothing in this Section 8 shalt require Grantee to bear any cost or expense in connection with the location or relocation of any Facilities then existing pursuant to easement or such other rights not derived from this Franchise. 9. Non-Exclusive/Other Occupants A. This Franchise is not exclusive. It shall not prohibit the County from granting other franchises or permits for use of any County roads or rights -of -ways or parts thereof. Subject to this Franchise, Grantee shall not prevent or prohibit the County from constructing, altering, maintaining, or using any of said roads or rights-of-way, or affect its jurisdiction over them or any part of them, the County having full power to make all necessary changes, relocations, repairs, maintenance, etc., of the same as the County may deem fit. B. All installation, operation, maintenance, and repair by the Grantee of its Facilities on any county road or right-of-way within the Franchise Area shall be done so as not to unreasonably interfere with installation, construction, operation, maintenance, or repair of other utilities, drains, ditches, structures, or other improvements permitted upon such road or right-of-way, subject to the preference and priority rules set forth below. Owners, public or private, of any such facilities installed prior to construction and/or installation of the Facilities of Grantee, shall have preference as to positioning and location of such facilities. Likewise, Grantee's Facilities shalt have preference as to positioning and location over any such other facilities that are installed after the construction and/or installation of the Facilities of Grantee. Such preference shall continue if relocation is required as a result of any construction relocation, realignment, and/or change of grade by the County. - 10. Insurance and Security A. For the period after the assignment of this Franchise to the Utility Assignee under Section 18, below, the following insurance provisions shall apply: Prior to the effective date of this franchise and during its life, the franchisee shall obtain and maintain continuously liability insurance necessary to comply with the hold harmless agreement herein with limits of liability not less than: $2,000,000-00 per occurrence Pa146e 82029 of 22 R 11/24/20 g1504:11 GranMt Co, WA ANC R . GR NT COUNTY COMMISSIONERS 1111111111111111111111111111111111111111111111111 IN 1111111111111111111111111111111111111111111 III The County Engineer may further determine that Business Auto Liability Insurance may also be required. Such insurance shalt include Grant County, its officers, elected officials, agents, and employees as an additional insured and shalt not be reduced or cancelled without thirty days written prior notice to the County. Such insurance, in its provision for additional insured, shalt include a "Cross Liability Endorsement", "Severability of Interests", or "Separation of Insureds" provision indicating: "The inclusion of more than one insured under this policy shalt not affect the rights of any insured as respects any claim, suit, or judgment made or brought by or for any other insured orb or for any employee of any other insured. The policy shalt protect each insured in the same manner as though a separate policy had been issued to each except that nothing herein shalt operate to increase the company's liability beyond the amount or amounts for which the insurer would have been liable had only one insured been named," All insurance policies will be issued on an occurrence basis. Claims made policies are unacceptable. Grantee shalt maintain coverage for the duration of this Franchise. Grantee shalt provide the County annually a signed certificate of insurance naming Grant County as an additional insured. Proof of all insurance shalt be in a form acceptable to the County, and all conditions and requirements of insurance stated in this clause 10.A shalt be satisfied prior to commencement of construction. All insurance documentation shalt be submitted and reviewed by the Grant County Risk Manager prior to commencement of construction. The County may require additional bond, deposit or security as provided in the Grant County Accommodation Of Utility Policy. Acceptance by the County of any work performed by the Grantee at the time of completion shalt not be a ground for avoidance of this covenant. In lieu of the insurance requirements set forth in this Section 10, Grantee may self - insure against such risks in such amounts as are consistent with good utility practice and the per occurrence minimum of $2,000,000-00. Grantee shalt provide the County with a self-insurance letter as evidence that Grantee maintains a self-insurance program. 11. Hold Harmless and Indemnity A. The Grantee shalt defend, indemnify and hold harmless the County, its appointed and elected officials, agents, and employees, against all third party claims, losses, suits, actions, costs, counsel fees, litigation costs, expenses, damages, judgments or decrees on account of any injury or damage to the person or property of another' to the extent such injury or damage is caused by the negligence, willful misconduct' or from any breach of any common taw, statutory or other delegated duty pursuant to this Franchise of Grantee, Grantee's employees, agents, or subcontractors, in exercising the rights granted to Grantee in this Franchise. B. For the avoidance of doubt, for those provisions of this Franchise which a court of competent jurisdiction determines are subject to RCW 4.24.115, then, in the event of damages arising out of bodily injury to persons or damage to property caused by or resulting from the concurrent negligence of the County, its appointed and elected officials, agents or employees, and the Grantee or the Grantee's agents or employees, the Grantee's liability to hold harmless and indemnify the County is enforceable only to the extent of the Grantee's negligence. 1462029 11/24/2021 04:11 PM FRANC PaRe 9 of 22 R 224.50 Grant Co, WA GR NT COUNTY COMMISSIONERS IIIIIIII II I II IVIII I II I III II II VIII VIII IIIIII VIII VIII II II1 C. The Grantee's obligation shall include, but not be limited to, investigating, adjusting, and defending all claims alleging loss from any negligent act, error, or omission or from any breach of any common law, statutory or other delegated duty pursuant to this Franchise of the Grantee or its employees, agents, or subcontractors. D. In the event any claim or demand be presented to or filed with the County by reason of the above-mentioned causes, the County shall promptly notify Grantee thereof and Grantee shall have the right, at its election and at its sole cost and expense, to, settle and compromise such claim or demand. In case suit or action is brought against Grant County for damages arising out of or by reason of the above-mentioned causes, the County shalt promptly notify Grantee thereof and the Grantee will, upon notice to it of the commencement of said action, settle, compromise or defend the same at its sole cost and expense, and in case judgment shall be rendered against the County in suit or action, the Grantee will fully satisfy said judgment within ninety (90) days after suit or action shall have finally been determined, if determined adversely to Grant County. In the event Grantee refuses a tendered defense by the County pursuant to section 11 of this Franchise and if Grantee'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 Grantee shall pay all of the County's reasonable costs for defense of the action including all legal costs, witness fees and attorney fees and indemnify the County for any settlement made by the County of the wrongfully refused claim or demand. E. Solely to the extent required for the County to enforce Grantee's indemnification obligations under this Section 11, Grantee waives its immunity under RCW Title 51; provided that the foregoing waiver shall not in any way preclude Grantee from raising such immunity as a defense against any claim brought against Grantee by any of its employees. This waiver has been mutually negotiated by the parties. F. The provisions of this Section 11 shall survive the expiration or termination of this agreement. 12. Reservation of Police Power In granting this Franchise, the County does not waive any of its police powers to regulate the use of County roads or rights-of-way in the interest of public health, safety, and general welfare; provided, however, that the County shall adopt ordinances and regulations in a manner consistent with the terms of this Franchise. 13. Applicable Laws Grantee shall comply with all federal, state, and local taws, rules, and regulations applicable to any work, facility, oro eration of Grantee upon County roads or rights-of- way during the life of this Franchise. 14. Eminent Domain Powers of the People This Franchise is subject to the power of eminent domain and its existence shall not preclude the County from acquiring by condemnation, in accordance with applicable taw, all or a portion of Grantee's Facilities within the Franchise Area for the fair market value thereof. In determining the value of such Facilities, no value shalt be attributed aag6e0egor 2z1/24/R02104:11PMFRANC 224.50 Grant co WA GR NT COUNTY COMMISSIONERS 111111111111111111111111111111111111111111111111111111 IN 1111111111111111111111111111111111111111111 IN to the right to occupy the Franchise Area conferred by this Franchise. Nothing herein, however, is intended to or wit[ limit any severance damages arising out of any impact of any such condemnation on the Name of Project or related Facilities. 15. Annexation If any road or right-of-way covered by this Franchise is incorporated into the limits of any city or town, this Franchise shall terminate as to any road or right-of-way within the corporate limits of such city or town (except as otherwise provided by applicable law); but this Franchise shall continue as to county roads and rights -of -ways not incorporated into a city or town. 16. Vacation If the County vacates all or a portion of any county road or right-of-way which is subject to this Franchise, and said vacation is for the purpose of acquiring the fee or other property interest in said road or right-of-way for the use of the County in either its proprietary or governmental capacity, the County Commission may, at its option and by giving thirty (30) days written notice to the Grantee, terminate •this Franchise with reference to any county road or right-of-way so vacated and, in its vacation procedure, reserve and grant an easement to Grantee for Grantee's Facilities, and the County shall not be liable for any damages or loss to the Grantee by reason of such termination. Whenever a county road or right-of-way or any portion thereof is vacated upon a finding that it is not useful and the public will be benefited by the vacation, the County may retain an easement in respect to the vacated land for the construction, repair, and maintenance of public utilities and services which at the time of the vacation are specifically authorized under paragraph 3 or physically located on a portion of the land being vacated, but only in accordance with the provisions of RCW 36.87.140. In such event, the County shall also, in its vacation procedure, reserve and grant an easement to Grantee for Grantee's Facilities. The County shall not otherwise be liable for any damages or loss to the Grantee by reason of any such vacation. 17. Termination A. If Grantee defaults on any term or condition of this Franchise, the County may serve upon Grantee a written order to so comply within sixty (60) days from the date such order is received by Grantee. If Grantee is not in compliance with this Franchise after expiration of said sixty (60) day period, the County may, by ordinance, declare an immediate forfeiture of this Franchise; provided, however, if any failure to comply with this Franchise by Grantee cannot be corrected with due diligence within said sixty (60) day period (Grantee's obligation to comply and to proceed with due diligence being subject to unavoidable delays and events beyond its control ), then the time within which Grantee may so comply shall be extended for such time as may be reasonably necessary and so long as Grantee commences promptly and diligently to effect such compliance. Upon such termination, all rights of the Grantee hereunder shall cease. Should any action or proceeding be commenced to enforce any of the provisions of this Franchise, the prevailing party in such action shall be awarded, in addition to any other relief it may obtain, its reasonable costs and expenses, not limited to taxable costs, and reasonable attorney's fees. B. The County, at its option, may terminate this Franchise by ordinance, as to those roads and rights-of-way upon which Grantee has not constructed or placed any Facilities within five (5) years of the effective date of this Franchise. 4 4 1462029 11/24/2021 04:11 PM FRANC PaRe 11 of 22 R 224.50 Grant Co, WA GR NT COUNTY COMMISSIONERS 111111111111111111111111,11111111111111111111111111111111 IN 1111111111111111111111111111111111111111111 IN C. In the event that the use of all or any part of Grantee's Facilities is permanently discontinued for any reason, including, but not limited to, discontinuance, obsolescence, or abandonment of the Facilities, or the abandonment, termination, or expiration of this Franchise, the Grantee is solely responsible for the removal and proper disposal of the abandoned /surplus Facilities within the Franchise Area. The Grantee is not entitled to abandon any Facilities in place without the County's prior express agreement and written consent. The Grantee shall restore the county roads and rights-of-way from which such facilities have been removed to the same or equal conditions as before. D. Upon the expiration of this Franchise for any reason other than a default by Grantee or abandonment of the Facilities, the Grantee shall have the first and preferential right to take and receive such authority upon similar terms and conditions. 18. Assignment All terms and conditions of this Franchise are burdens upon the successors and assigns of Grantee, and all privileges as well as all obligations and liabilities of the Grantee inure to its successors and assigns equally as if they were specifically mentioned wherever the Grantee is mentioned. Neither this Franchise nor any interest therein shall be sold, transferred, or assigned without the prior written consent of the County which consent shall not be unreasonably withheld or delayed; provided, however, that Grantee (including, without [imitation, 11G may at any time, without the consent of the County, assign and transfer this Franchise and all of its rights and interest in and to this Franchise to 11G or any other regulated utility (the "Utility Assignee"). For the avoidance of doubt, upon any assignment of this Franchise by Grantee to a Utility Assignee, Grantee shall remain liable for all obligations and liabilities arising under or in any way pertaining to this Franchise prior to the effective date of such assignment and shalt be discharged and released of all obligations and liabilities to the County arising under or in any way pertaining to this Franchise after the effective date of such assignment. Further, notwithstanding the foregoing, the Utility Assignee shalt have the right, without the consent of or notice to the County, to mortgage its rights, benefits and privileges in and under this Franchise for the benefit of bondholders. 19. Effective Date This Franchise shall be effective thirty (30) days after approval by the County Commission; PROVIDED that Grantee within such time, has signed a copy thereof and returned it to the County Commission. 20. Severability If any provision of this Franchise or its application to any person or circumstance is held to be invalid, such decision shall not affect the validity of the remaining portions of this Franchise or its application to other persons or circumstances. 21. Limitation of Liabilit Administration of this Franchise shall not be construed to create the basis for any liability on the part of the County, its appointed and elected officials, and employees for any injury or damage from the failure of the Grantee to comply with the provisions of this 1462029 11/24/2021 04:11 PM FRANC PaRe 12 of 22 R 224.50 Grant Co, WA GR NT COUNTY COMMISSIONERS II IIIIII II VIII I 1I IVIII I II I III II II VIII VIII IIIIII VIII VIII VIIII111111 IN Franchise; by reason of any plan) schedule, or specification review, inspection, notice and order, permission, or other approval or consent by the County; for any action or inaction thereof authorized or done in connection with the implementation or enforcement of this Franchise by the County'. or for the accuracy of plans submitted to the County. 22. Hazardous Conditions Whenever any conditions oroperations caused `oby any undertaken b«^Grantee pu�uanttoth�Franch�ehave become ahazand��a�Umbe�n�property orpublic resources, or a��� �� � �� use, or stability of a public -^ord�n�e�annei`t�C�n�E/g'�er�[inot�ythe Grantee invr�jnQofthe p~'er� upon which the cvnd��moroperaUonis�cated,orother pe�onoragent incontrol of said pnope�y and djrectLnemtorepair oreliminate such condition oroperation ,"intheperiodspec^//edtherenl so as to eliminate the hazard and be in conformance v/ththerequiremencsorthjs Franchise. Should the County Engineer have reasonable cause to believe that the situation is oadverseas to Preclude written notice, he/she may take the n��sune� necessary toeliminate the hazardous situation, Provided that he/she shall first make a reasonabieefforttonotjfvtheGrantee before acting. In such instance the Grantee (responsible forthe creation of the hazardous situation) shall be responsible for the payment of anyreasonab[e costs incurred. /f costa are incurred and the hazardous situation has beencneated in conjunction with oras a result of an operation for which a bond has beenpusted pursuant to this title orany other County authority, the County Engineer shall have the authority to forfeit the bond or other security to recover the costs incurred. 23. Miscellaneous This Franchise may beamended only b«written instrument, signed bvboth parties, which j.��,states that .~~~. amendment mmor�����a��a��� n nce with the laws ofthe StaLe of\�eshin8ton. ���cu�e� This Franchise is subject to the Provisions of anybke tariff on file with the vvash7DB[OnUbUtk�and TraDsp0r�tkonCorDDO��oD ��p`'^q conflict orj���� between the provisions �m���� /nthe����� pro«i�onsofsu�h�a�f�sh�ii�ont��L �ns Franchise and such tariff, the 24. Notices Notices provided for inthis Franchise shall besent bothe following addresses: 1) Grant County Public Works 124 St SE Department— Ephrata, WA 98823 2) Grantee: If to Company Name: Intermountain Infrastructure Group, LLC 533 Airport Blvd' Suite 400 Burlingame, CA, 94010 11/24/2021 04'11 PM FRANC Pae1462029 13 of 22 R 224.50 Grant Co, mw mmxmT mouwry ConnzoSzomEnS I IIIIIII III IIIIII IIIII 11111111111111111111111111111111 IN 1111111111111111111111111111111111111111111 IN Attn: Operations with a copy to: Legat@intermountainig.com 25. Governing Law and ai:pulaflon of Venue The Grantee shall Promptly notify the county of any change in notice address. The Grantee hereby agrees to be bound by the laws of the State of Washington and subjected to the jurisdiction of the State of Washington. The parties hereby stipulate that this Franchise shalt be governed by the laws of the State of Washington and that any y , lawsuit Wash regarding this contract must be brought in Grant Count Wash' or in the case of a federal action, in the United States District Court for the Eastern District of Washington at Spokane, Washington. 1462029 11/24/2021 04:11 PM FRANC PaRe 14 of 22 R 224-50 Grant Co, WA GR NT COUNTY COMMISSIONERS I IIIII IIII II VIIIA II (VIII I II I III1 IN 11111111111111111111111111111111111111111111111 APPENDIX 1 Franchise Area Boundaries Intermountain Infrastructure Group, LLC. makes application, as per the attached Application for Franchise, to enter upon the following roads within Grant County, Washington: to construct, operate and maintain conduit, man hote/ hand holes, and fiber optic cable for providing wholesale telecommunication services, Route I Location is West side of Road R NW and North of Martin Rd. NW to Road 12.5 NW, then West on North Side of Road 12.5 NW to Road T NW, Then North on the West side of Road T NW,, then West on the •South Side of Road 13 NW continuing on South side Of Willow Springs Road, then South on the East side of Baird Springs Road NW to Road W NW, then on the East side of Road W NW to Road 12 NW Within S 31, T21N, R24E; S 27,28.7 32,33,34,35,36, T21 N R23E; S 516, T20N,.R23E .7 Route 2 Location begins at Road 11 NW and Road Q NW on the South side of the road to Road R NW. Then continues from on South side of Road 11 for 800 feet from Road R NW, then crosses to the North side of the road to Road S NW. Then South on the East side of the Road until 100 ft North of Road 10.5 NW, then crosses tothe West side of Road S NW for 400 feet. Within S 7112,11 T20N, R23E Route 3 Location is East side of Road S NW and Road 10.5 , then South side of Road 10.5 NW for to Road T NW, then East side of Road T NW to Road W1 then North side of Road I I NW to Road U NW, then East side of Road U NW to Road 11.2 NW, then North side of Road 1, 11.2 toe W341Ty'. in S ,,, , Route 4 Location begins at Road R NW and Road 9 NW, then South side of Road 9 NW to the transition to Ancient Lake Road, then 500 feet south of the Road 9 NW transition to Ancient Lake Road on the East side. Within S 13,14,15, 1 6 ,17 ,20, 21,22,23,24, T20N, R23E Route 5 Location starts on West side of Road U NW and HWY 28 continuing North until end of Road U NW. Within S 9110, T20N., R23E Route 6 Location is North side of Road 10 NW and HWY 28 to end of Road 10 NW. Within S 8116,17, T20N, R23E Route 7 Location is South side ofCrescent Bar Road NW and HWY28 continuing North across Highway 28 to Baird Springs Road for 320 feet on the East sid• e of both roads. Within S 18, T20N, R23E 1462029 11/24/2021 04:11 PM FRANC Paxe 15 of 22 R 224.50 Grant Co, WA GR NT COUNTY COMMISSIONERS 111111111111111111111111111111111111111111111111111111 IN 1111111111111111111111111111111111111111111111 Route 8 Location is heading North on the East side of Fine Wine Road NW beginning at the railroad tracks and continuing •Northward for approximately 1020 feet to the end of Grant Country boundary. Within S 18, 71 T20N, R23E Route 9 Location is on the North side of the road •at the bottom of the hill on Crescent Bar Road NW beginning from the county line until Teat Place Road. Then West on the South side of Teat Place Road continuing to Ridgeview Dr. Then West on the South side of Ridgeview Dr. for 1850 feet. Within S 181 T20N, R23E Route 10 Location is at HWY28 and Road S NWheading North on the West side of Road S NW for 200 ft. Then crossed Road SNW to the East side of the road. Within S 11112.7 T20N, R23E 1462029 11/24/2021 04:11 PM FRANC Pay 16 of 22 R 224.50 Grant Co, WA GR NT COUNTY COMMISSIONERS IIIIIIII 11 VIIII II IVIII I II I II1 II II VIII VIII IIIIII VIII VIII VIIII III111111111 APPENDIX 2 Construction Work Technical Standards Grantee shalt submit drawings for the construction work, if required by the County Engineer. Drawings shall be to a working scale, showing position and location of work. Names or number i and width of roads, streets, etc., showing their location in plats, or subdivisions of sections, township and range, showing the relative position of such work to existing utilities, constructed, laid installed or erected upon such roads, streets or public places. Grantee shall specify the type of construction by submitting plans showing the class of material and the manner in which the work is to be accomplished. Al[ such materials' equipment shalt be of the highest quality and the manner of excavation, fills, construction, installation, erection of temporary structures, traffic turnouts, road obstruction, barricades, etc., shall meet with provisions of the County Utility Accommodation Policy (WAC136-40), and shall require approval of the County Engineer. Signing, barricades, and traffic control in the vicinity of the work shall strictly conform to provisions of "the Manual on Uniform Traffic •Control Devices for Street and Highways." Grantee shall pay to the County all applicable fees and charges prescribed by the policy for "Accommodation of Utilities on County Road Right of Way for Grant County." The location, type of work, materials, and equipment used, manner of erection or construction, safeguarding of public traffic during work or after doing same, mode of operation and manner of maintenance of project petitioned for, shall be approved by the County Engineer prior to start of work and shall be subject to inspection of the County Engineer so as to assure compliance with the terms of this Franchise. proper Grantee shall leave all roads, streets, alleys,public places, and structures after installation and operation or removal of utility, in a good and safe condition in a respects as same we in before commencement of work by Grantee. [I re In case of any damage to any roads, streets.,public places, structures or public kind on account of said work c property of any by Grantee, Grantee will repair said damage at its own sole cost and expense. The County Engineer, his agents or representative may do, order, or have done any and all work considered necessary to restore to a safe condition any street, alley, public place or structure which is in a condition dangerous to a life, or property resulting from Grantee's Facilities within the Franchise Area or its installation as permitted herein, and upon demand Grantee shalt pay to the County all costs of such work and material. va62029l/24/R0200:lI11 PM FRANC We 17 of 22 24 - Grant Co, WA GR NT COUNTY COMMISSIONERS IIIIIII 1 VIII II1111111111114 1111t 1111 VIII 1111111111 IIIVIII VIII VIII IIII II CERTIFICATE OF ACCEPTANCJ The undersignedgrantee hereby accepts all the terms and conditions o this franchise as set forth in •Exhibit A for - administrators, successors and a - himself and for his heirs, executors, ssigns., being at: DATE AT day Of C) r) I this 71 20 -Z4 - Subscribed ands vy9rn to before me �A_this ill. -kb Notary PubH In and for Intermountain Infrastructure Group'LLC (company or Organization) (aun- n a. .._'cant) Jeff Yount t Presiclpnt (Type or print name and title) —533 Airport Blvd.. Suite 400 - JB�urti ame, CA 94010 (address) P4g620s9or11/24/202104:11 PM FWpANC e 22 R 224.50 Grant Co GR NT COUNTY COMMISSIONERS 111111111 I III 11111111111111 Il 11111111111 IIII IIII VIII VIII IIIIII 11111111 VIII VIII I II I II DATED this day of �2021. BOARD OF COUNTY COMIVIISSIONERS Yea Nay Abstain GRANT COUNTY, WASHINGTON Cindy Carter, Chair ATTES � ° ° C Danny E. St ne, Vice -Chair arbara J.� ez Clerk of o Rob. Jo X4ember Approved as t F Prosecuting rney of Grant County, Washington 1462029 31/24/2021 04:11 PM FRANC Page 19 of 22 R 224.50 Grant Co, WA GRANT COUNTY COMMISSIONERS IIIIIII III I II VIII I I I I VIII I I I I II 1 II II VIII full I I I III VIII VIII VIII I III IIG 1 f f I I S {f { I LEGEND: { z T2i f FRANCHISE LOCATION � mS3ti I 1= ( R 23 T 21 f S31 I SECTION LINE I S 34 I p I R-� ( W ROAD 12.5 NW I {x {© 1' 21 R 24 ( I COUNTY ROAD { 1 I �r � � �� aero � ,� ROAD 12.5 NW � a ■� ..f � � ,�,,,� Q f p ( S -SECTION I "'` ( �'#000. I �'►,� ,ra �'i � I T - TOWNSHIP I 1 ( R - RANGE ' ( I f FRANC'IIISE LOCATIQh FRANCAISE LOCATION I FRANCAISE LQCATIQN 1CE ON NORTH SIDE: OF ROAD ON NORTH SIDE OF ROAD { ON WESTSIDE OF ROAD I ( z o _ - ROAD 12.5 NW _ - --- - - - _ -- _ - W3 LL Ma MARTINRD----1- NW � I I Q I { - I Eii 0 . I { ( S 02a { S Vl S 06 Q Z zl { I I T 20■n, ( T20 Z 2a o o ■ e f { R23 0° R23 R2.1 T�5 0 f �I I R2 'w 1 f ( cm040 I 1 I - rcm ( { M fn I FRANCHISE LOCATION ( 1# s ON SOUTH SIDE OF ROAD 11 N W I _--_ ---- ROAD I1 NW ._ _. { ---ROAD ---- --- ROAD 11 NW- — — — .r .. ®.... ®= r.� — � --------_...,__._...-_ -- \ V �N ( ( FRANCHISE LOCATION I { N� ( y zl S j j a ( i OIti SOUTH SIDE OF ROAD ( c� Z _ f FRANCAISE LOCATION ON WEST SIDE OF ROAD pl ; T 20 Q { S12 { ( ( 0) ( of [ R23 0([ T70 ( I N �N ( SO W1 R 23 S07 I Sas W Z - T 2U ROAD 10.5 NW (, ( FRANCAISE LOCATION T 20 ( T 20i3xx w( � � ON WEST SIDE OF ROAD R 24( R 24 ( ( I ( ( FRANCHISE LOCATION ( ON SOUTH SIDE OF ROAD I I ( f f �N ( IIG2 LEGEND: I ( I FRANCHISE LOCATION mM. mm m { } } ( I I I SECTION LINE } } I } I S28 I ( { COUNTY ROAD I i T 21 I S27 I I S - SECTION I} R 23 1 T 21 } I HIP I } I R 23 I R - RANGE I I I { ----------- —_.._..---.__— I Ij ROAD13NW CE I I I } 0 I } 4, FRANCHISE Cp Oil EAST LOCATION i SIDE OF ROAD FRANCHISE LOCATION ON SOUTII SIDE OF ROAD � Iz (t- � I FRANCHISE LOCATION � T 1 ( S32 ( I I'- ON 'VV'E.ST SIDE CSI+ ROAD I c -1 I �� } 1' 21 ♦ ( S _ 3 { S 34 ' o CL L R 23 ( R 23 �Q I T ;1 I T 21 , ROAD 12.5 NW ( 40 } R 23 I R23� T-4 T-4 } �'� I I S35 I ■ I T�1 j omw --ROAD12NW --- } NN0 wg — — — ( I �MH I FRANCHISE LOCATION ON EAST } S 0 I I j�N ROAD N } MRR SIDE OF ROAD I I� T 20 l I N ,.� o f I # R 23 z :D { S03 I to ®_ 04 1 S06 I T 20 FRAItiCIIISF LOCA'T'ION I � i FRAI�CIIISF. Q } LOCATION O T 20 y } I S 02 "� eq >_ .o R 23' ON EAST SIDE OF ROAD } Olti ,NORTH SIDE OF ROAD X { � R „ 3 z I I' ?0 I o Z { I SOS I ROAD 11.2 NW } p I R �� { "� 0) 0 a �, �� } ■ .. s ■ .� } � o I I • �— Nrto i I R 23 FRANCHISE LOCATION � ( 1�_ N � ON yORTII SIDE OF ROAD I f to D1cL s� } O� { i -----(— ROAD 11 NW ----_.�—__ --- - - - - - -- --- d' low I__..__ I - - -I E aQ ( I S10 1 Sli I N T20 I T 20 I I I R 23 ( R 23 I t ( 1 { ROAD 10.5 NW I I IIG 3 ! _ i ROAD 11.2 NW ! LEGEND: FRANCHISE LOCATION O ! ! i i �■ ■rr mm it ! SECTION LINE t..._...._—._.--.���'—.-�-..._—..__-----._...__...._.....�....--__------- � ROADI�NW COUNTY ROAD Q� S- SECTION S09f � R - RANGEHIP is0s T 20 ! T20 1 S l0 ! ��,� T �0 f 23 N`r� ! � � � ( R 23 1z T20 ! ROAD 1a.5 NW i � � , y z ! ! !FINE WINE ! j f !a R, ! I. 20 CE a W� RD. NW ! FRANCHISE 11 FRANCHISE LOCATION !p ! S ll ! 2 K "� ! U. Et)(:'.��'IUN c) v EAST srDr of RC3:At) ( ON FEST SIDE OF ROAD x fm ! T 20 R 23 0 FRANCHISE I.00ATION f O co OAD 10 10 NW ■ ! ON IVEST SIDE: OF ROADROAD _ �? _....� _. — .._�+ ■ ■ m ■ ■ Hwy za f I HWY zs ! -- I 1 S ! FltAtit`HISI•: I.t)('A_'It) f i -- -- -- ...... — ..... _...._ — .......� ..... ..._ ._...._ CRESCENT BAR T ! ON NORTH SIDE OF ROAD f g ! i � i L o 0 RD. NW 5 �b rFRANNCIIISE LOCNTION `x' 2c� ON V1. EST 4I DF. OF ROAD � S I7 > � 1K ? � z ! S IS ( S I T 2 0 0 i T20 z! S13 ! R23 0 ! i { � a° ! R �a ! R 23 A I T20 � rZ Z,* SUNSERRA ` ! ! LM r0� ! ti ! � ! R 23 �j z sbV N� w LOOT= RD. ��` i ! j FRANCHISE LOCATIO � © i m w we � ■ ■ i ON NOR`I'EI SIDE OF R{)AI) <t � � � l � �..� i a i — —gym -- ......._ __ — _._ — —f— ,_ — _ROAD 9 NW— — — — --� wF — — — ROAD 9 N.W ! ! a a N i f rc■a�■■■sr■■■■■�■■ ■,��■a�r�■■■��nu�■.�� — — ` ■-■�f■ ■ ■ ■ ■ ■ ■ ■-■-�t-■ _ �r�����■ar�r�r — _ _ _ _ROAD 9 NW o �t°�iU ! FR,ANCIIISL LOCA' 101 ! ��■�■s■■�i■M■■■�■�► �"'� t`I - ! "FRAN£IrrsE S)[Il SI)1)IROAD tS)( LOCATION)N : A ! f FRANCHISE l£CATiOtiI' ■�, � 4,Z MMT ! Oil SOUTH SIDE OF ROAD O� —_ [ S19 i !! S ..0 S 21 1 ! ! 04, T 20 f •1 20 ! i ! i T20 ! S22 .i. 70 ! ! S 2 3 ,;j( ! 2 ■ (j m -- C4 JZ 23 I� 2 3 R 23 ! f 70 t 20 `� Oaa o i f ! u ?3 R 2.3 R 23 4' _ .. _.. _ — _ _ _.. _.. — _..._. _.—.!_... — _.. _. _. ! ROAD 8 NVtI ! ROAD 8 NW '' _ — — —