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HomeMy WebLinkAboutAgreements/Contracts - BOCC (002)asgQ0333r s q/20/2022 0R 221.502:33 PM FRANC GRANT COUNTY COMMISSIONERS WA Co, WH 1111111III111111IIII111111VIII IIII1111111111111IIII IIIIVIII VIII1111111IIIVIII VIII IIII IIII Return to: Barbara Vasquez Commissioners office Document Titles: Franchise Agreement Reference Number: Grantor(s): 1. Grant County 2. 3. 4. 5. Additional grantors on page Grantee(s): 1. Isaak Land Inc. 2. 3. 4. 5. Additional grantees on page Legal description (lot, block andsec ' lat name or p tion, township &range): Along and under Road 39 -NE on the north side 1 ' located within S 13, T 25 Assessor's property parcel number: 1. 2. 3. Additional parcel numbers on page . The Auditor's Office will rely on the information provided on this form. The staff will not read the document to verify the accuracy or completeness of the Indexing information providedhereon. GRANT COUNTY FRANCHISE AGREEMENT Franchise agreement between Isaak Land Inc. and Grant County, Dated q - 19 INDEX OF 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 Annexation 15. Anne p 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 1. Scope and Duration Isaak Land Inc., its successors and assigns g s (hereinafter called "Grantee" are here granted a franchise to set erect,) by install, place, lay, construct, extend support, lace enlarge, � ppo�, attach, connect, maintain, repair, re P ge, operate and use an irrigation water i under, across and through the Grant Count r pipe, County roads and rights of -way falling within the area described on the attached Appendix 1(suchgpp roads and rights-of-way being her referred to at times as the "Franchise Area"), Y g eafter • a ), for a period of fifty (50)ears all inwith the antro thi years, accord granting s Franchise, all applicable provisions of • Accommodation Policy,p Grant County Utility .Codes and Ordinances, whether specifically and this Exhibit A• r p ly referred to or not, provided that, notwithstanding the County's codes and ordinances int Y continued right to enact he event of any conflict or inconsistency ordinances with the terms of such codes and and conditions of this Franchise(including,°this Exhibit •• without limitation A), the terms and conditions of this Franck' ' ise shall govern and control. 1470831 04/20/2022 02:33 PM FRANC GgRRNTZCOUNTY COAMISSIONERS Gran[ Co, WA V III IIII III I III VIII I III III VIII II II VIII VIII IIIIII VIII VIIIA II 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. 2. 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 RESTORATION 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 _ po icy's successor. The terms and conditions of this franchise agreement, as set forth in this Exhibit A. In accordance with RCW 3 6.5 5 and RCW 80.32. Isaak Land Inc. of Grant County, Washington, 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 a permit. 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). 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. 1470831 04/20/2022 02:33 PM FRANC Page 3 of 19 R 221.50 Grant Co, WA GRANT COUNTY COMMISSIONERS IIIIIIIIIIIIIII IIII III III VIIII II IIII II II IVIII II1 IIIIII VIII VIIIA II 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 . p filch is held for public road, right-of-way or otherrp ublic purposes, p p 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, the outside limits of the side slopes (shoulder to shoulder) or between curb lines used for vehicular travel. TRAFFIC A general term mores specifically defined in th CONTROL p y e 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, ht -of - Permits Approach • • Work in the Right -of -Way g Way pp ach Permits, Conditional Use Permits, Haul Road Permits and/or any other County, State or Federal Permit required. Refer to the ' • q 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 ' .. , p and specifications showing: the position, depth, and location of Facilities to be c ' constructed within the Franchise Area at that time and their positions in relation to an involved volved county road and their p. locations within the right-of-way. These plans, all drawn « y wn to scale, shall be known as the map of definite location". Specifications will include clude class and type of materials and equipment to be used, manner of excavation construction, tion, installation, and backfill; location of temporary and permanent structures to b ' e erected; description of road facilities which will be disturbed andlans for their • p r restoration traffic controls; traffic turnouts and detours; road obstructions; and such o ' they details as are required by the County Engineer. Grantee shall pay all costs and expenses incurred b the County yin reviewing plans and specifications, as and to the extent required by applicable provisions of the Grant County Utility Accommodation Policy. 14We 70531 04/20/2022 02:33 PM FRANC Ni4C0UNTY COMMISSIONERS Grant Co, WR 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 andspecifications and shall be subject to inspection and incremental approval by the County Engineer. Grantee shall 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 shall 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'sp art 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 shall 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 laid in exact conformance with the map of definite location Y except where deviations are allowed in writingb the County Engineer pursuant to application by Grantee, in which case Grantee shall 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 of -way shall 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, shall 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 regardingsuch condition or failure. 1470531 04/20/2022 02:33 PM FRANC Page 5 of 19 R 221.50 Grant Co, WR GRANT COUNTY COMMISSIONERS II I I III I II I I I I VIII I I I I II I II II VIII VIII I I I III VIII VIII I I II 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, i t -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 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 shall be approved by the County Engineer. The replacement of all such monuments or markers disturbed during construction shall 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 shall be filed with the County. G. All work undertaken by Grantee within the Franchise Area shall be performed 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 Count at least Y annually (which approval shall not be unreasonably withheld or delayed). The Count 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. 1470531 04/20/2022 02:33 PM FRANC We6 f 19 R 221.50 GranE Co, WA NT LOIINTV COMMISSIONERS IIIIIII III 11111111111111111111111111111111111111 II 111111111111111111111111111111111111111111 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's property 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 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 Ecologyin 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. 8. 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 ig 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 of -way within the Franchise Area (in any case for purposes other than those described in Section 8(C), below), the County will: 1470531 04/20/2022 02:33 PM FRANC Page 7 of 19 R 221.50 Grant Co, WA GRANT COUNTY COMMISSIONERS IIIIIII 111 IN 111111111111111111111111111111111111111111 (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 and specifications for such road or right-of-way project. After receipt of such notice and such plans, timetables and specifications, Grantee tee shall relocate such Facilities within the Franchise Area at no cost to the County. Y B. The County Engineer shall have the final approval of the relocation schedule. Gran shall� tee 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 ties authorized by this Franchise shall not preclude Grant Count its agents, or i Y� g is contractors from blasting, grading, excavating, or doing necessary road work contiguous to the said Facilities. of the Grantee, provided that the Grantee shall be given forty-eight (48) hours notice of said blasting or other work and provided . p ed further that the foregoing shall be subject to all other provisions of this Franchise . p and shall not substantially or unreasonably impair the rights anted to Grantee under . �' this Franchise. C. whenever (a) any public or private development within the Franchise Area other public right of way improvement than a p g y provement of the type described in Section 8(A), above, requires the relocation of Grantee's Facilities within the Franchise Area to accommodate such development; or (b) the County requires the relocation of Grantee's Facilities within the Franchise Area for the benefit of an person or entity y other than the County, then in such event, Grantee shall have the right as a condition on of such relocation, to require such developer, person or Y to entity make payment to p ym 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 an upon entity, p Y person or y, of her than Grantee, that requires the relocation of Grantee's Facilities shall be a required q ed relocation for purposes of Section 8(C), above (including, without limitation,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 shall require Grantee to bear an cost ex i Y or expense n 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 1470531 04/20/2022 02:33 PM FRANC Pag 8 f 19 R 221.50 Grant Co, Wp GR FlNT COIINTV CO%MISSIONERS 111111111111111111111111111111111111111111111111 II II IVIII VIII I VIII VIII VIIIA II 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 g havin 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 improvementsp ermitted upon such road or right-of-way, subject to the preference and priorityrules 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 toositionin p g and location of such facilities. Likewise, Grantee's Facilities shall 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. Y 10. Insurance and Security A. For the period after the assignment of this Franchise to the UtilityAssignee under g 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 The County Engineer may further determine that Business Auto Liability Insurance may also be required. Such insurance shall include Grant County, its officers elected officials, agents, and employees as an additional insured and shall not be reduced or cancelled without thirty days written prior notice to the County. Such insurance in its provision for additional insured, shall include a "Cross Liability Endorsement", "Severability of Interests", or "Separation of Insureds" provision indicating: "The inclusion of more than one insured under this policy shall not affect the rights of any insured as respects any claim, suit, or judgment made or brought b g Y or for any other insured or by or for any employee of any other insured. The policy shall protect each insured in the same manner as though a separate policy p p Y had been issued to each except that nothing herein shall operate to increase the . p 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 madeolicies are unacc p unacceptable. Grantee shall maintain coverage for the duration of this Franchise. 1470531 04/20/2022 02:33 PM FRANC Pa g 9 f 19 R 221.50 Gran! co, Wp GR NT COUNTY COMMISSIONERS IIIIIII VIII III VIII IIIIIII 11111 II II VIII VIII IIIIII VIII VIIIA II Grantee shall provide the County annually a signed certificate • g of insurance naming Grant County as an additional insured. Proof of all insurance shall be in a form acceptable to the County, and all conditions and requirements of insurance surance stated in this clause 10.A shall be satisfied prior to commencement of construction. All insurance documentation shall be submitted and reviewed by the Grant County i Risk Manager prior to commencement of construction. The County may require additional bond, deposit or security as provided i n the Grant County Accommodation of Utility Policy. Acceptance b the County of any work performed by the Grantee at the time of completion shall not of 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 . g y practice and the per occurrence minimum of $2,000,000.00. Grantee shall provide the County with a self-insurance letter as evidence that Grantee maintains al ns aself-Insurance program. 11. Hold Harmless and Indemnity A. The Grantee shall defend, indemnify and hold harmless the County, its appointed and elected officials, agents, and employees, against all third art • . • g party claims, losses, suits, actions, costs, counsel fees, litigation costs, expenses, damages, • P g , 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, conduct, or from any breach of any common law, statutoryor other delegated • g duty pursuant to this Franchise of Grantee, Grantee's employees, agents, or subcontractors, ' ' g � actors, in exercising the rights granted to Grantee in this Franchise. B. For the avoidance of doubt, for those provisions of this Franchise hese 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 property damage to ro P p y caused by or resultingg from the concurrent negligence of the Count its appointed of Y� pp ed 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. C. The Grantee's obligation shall include, but not be limited to investigating, adjusting, and defending all claims alleging loss from an negligent act y,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, a ents or sub g contractors. D. In the event any claim or demand be presented to or filed with the County by reason of the above-mentioned causes, the Count shall promptly notif • Y P p y y 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 tion is brought against 1470531 84/20/2022 02:33 PM FRANC Pag 10 f 19 R 221.50 Gran! Co, WA GR RNT COUNTY C01111ISSIONERS I I I III 111111 VIII1111111111 VIII 11111111111111 II II VIII VIII1111111 1 VIII VIII I I III Grant County for damages arising out of or by reason of the above-mentioned causes the County shall 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) s da Y after suit or action shall have finally been determined, if determined adversely to Grant County. In the event Grantee refuses a tendered defense b the County Y 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 thep arties shall agree to decide the matter) to have been a wrongful refusal, then Grantee shall a all . pay of the County's reasonable costs for defense of the action including g 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 an of its Y 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; ' g are, 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 laws, rules, and regulations applicable to any work, facility, or operation of Grantee upon County or rights-of- way hts-of- g 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 law pp all or a portion of Grantees Facilities within the Franchise Area for the fair market value thereof. In determining the value of such Facilities, no value shall be attributed to the right to occupy the Franchise Area conferred by this Franchise. Nothing herein however is intended to or will limit any severance damages arising out of any an impact of such p Y condemnation on the Name of Project or related Facilities. 1470831 04/20/2022 02:33 PM FRANC We11 f 19 R 221.50 Gran! Co, WA NT COUNTY COMMISSIONERS I I I III I II IIIA I I I I VIII I I I I 111111 IN II VIII VIII I I I III VIII VIII I I III 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 � y which is subs ect to this Franchise, and said vacation is for the purpose of acquiring thefee q g or other property interest in said road or right-of-way for the use of the Count in either its s Y proprietary or governmental capacity, the County Commission may, its o an , at tion p d 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 vacationro p cedure, reserve and grant an easement to Grantee for Grantee's Facilities, and the Count shall County ai 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 nding that it is not useful and the public will be benefited b the vacation the County my 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 , p 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 andant an easement t 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 p after expiration of said sixty (60) day period, the County may, by ordinance declare an immediate forfeiture of this Franchise; provided, however, if an failure y to comply with this Franchise by Grantee cannot be corrected with due diligence within g said sixty (60) day period (Grantee's obligation to comply and top roceed with due diligence being subject to unavoidable delays and events beyond its control), ), the n 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 under 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, p s, not limited to taxable costs, and reasonable attorney's fees. 1470531 04/20/2022 02:33 PM FRANC Pag 12 f 19 R 221.50 Gran! Co, WA GR RNT COUNTY C011AISSIONERS II I I III I II VIII I I I I VIII I I I I II I II 11111111111111111111111111111111111111 II B. The County, at its option, may terminate this Franchise b ordinance as to . Y those roads and rights-of-way upon which Grantee has not constructed orlaced any y Facilities within five (5) years of the effective date of this Franchise. C. In the event that the use of all or any part of Grantee's Facilities iserman p ently discontinued for any reason, including, but not limited to discontinuance, obsolescence, or abandonment of the Facilities, or the abandonment terminate expiration of this Franchise, � on, or ex p ise, 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 s Count ' prior County's p or 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 referential right . p ght to take and receive such authority upon similar terms and conditions. 18. Assignment All the provisions, conditions, regulations, and requirements herein contained shall be binding upon the successors and assigns of the Franchisee, and allrivile es as w p g well as all obligations and liability of the Franchisee, shall ensure to its successors and assigns equally as if they were specifically mentioned wherever the Franchisee is mentioned. Any reference in this franchise to a specifically named part shall be deemed to apply Y pp y to any successor, heir, administrator, executor or assign of such party (hereinafter collectively referred to as successor) who has acquired its interest in compliance with th the terms of this franchise, or under law. Any successor will notify Grant County of the change within 30 days of the transfer if Y the County is not notified prior to said transfer. The County, at its discretion may require y q e the successor to complete a new franchise. Should the Count not be notified within . y n the allotted time the County may withdraw the franchise at its discretion. ALL work within any County right-of-way requires a work in right-of-way permit The successor will beheld liable to the extent of the law for any damages caused by not following through with notifying Grant County. Should any court find the successor not liable, the original holder of this franchise shall assume full liability as if the succession never occurred. 1470531 04/20/2022 02:33 PM FRANC Pag 13 f 19 R 221.50 Grant Co, WA lZ GRANT COUNTY COMMISSIONERS IIIIIII III I II VIII III VIII I II I III II II VIII VIII IIIIII VIII VIIIA III 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 an person or circ to Y p circumstance is held be invalid, such decision shall not affect the validity of the remaining ' Y g portions of this Franchise or its application to other persons or circumstances. 21. Limitation of Liability Administration of this Franchise shall not be construed to create the basis f ' or any liability on the part of the County, its appointed and elected officials and employees p gees for any injury or damage from the failure of the Grantee to comply with the provisions Fr p Y p sof this Franchise; by reason of any plan, schedule, or specification review, inspection, � p n, 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 cement of this Franchise by the County, or for the accuracy of plans submitted to the County. 22. Hazardous Conditions Whenever any conditions or operations caused by any activity undertaken by Grantee pursuant to this Franchise have become a hazard to life and limb endanger property public resource g p pe�y or p s, or adversely affect the safety, use, or stability of a public way or Y p Y drainage channel, the County Engineer shall notify the Grantee in writing of the property upon which the condition or operation is located, or othererson or agent in p g control of said property, and direct them to repair or eliminate such condition oro ' Aeration within the period specified therein so as to eliminate the hazard and be in conformance with the requirements of this Franchise. Should the County Engineer have reasonable cause to believe that the situation is so adverse as to preclude written notice, he/she may take the measures Y necessary to eliminate the hazardous situation, provided that he/she shall first make a reasonable effort to notify the Grantee before acting. In such instance, the Granteeres onsi ( p ble for the creation of the hazardous situation) shall be responsible for the payment . p ym of any reasonable costs incurred. If costs are incurred and the hazardous situation has been created in conjunction with or as a result of an operation for which a bond d has been posted pursuant to this title or any other County authority,the Count En h y Engineer shall have the authority to forfeit the bond or other security to recover the costs incurred. urred. 1470531 04/20/2022 02:33 PM FRANC Pag 14 f 19 R 221.50 Grant Co, WA GR RNT COUNTY COMI1ISSIONERS IIIIIIIIIIIIIII 111I II VIIIA III VIII I II I 111111 II III VIII VIII IIIIII VIII VIIIA III 23. Miscellaneous This Franchise may be amended only by written instrument, signed b both parties, g Y p , which specifically states that it is an amendment to this Franchise and is approved and executed in accordance with the laws of the State of Washington. This Franchise is subject to the provisions of any applicable tariff on file with the Washington Utilities and Transportation Commission or its successor. In the event of any conflict or inconsistency between the provisions of this Franchise and such tariff, the provisions of such tariff shall control. 24. Notices Notices provided for in this Franchise shall be sent to the following addresses: 1) Grant County Public Works Department 124 Enterprise St SE Ephrata, WA 98823 2) Grantee: Isaak Land Inc. with a copy to: Isaak Land Inc. Po Box 953 Coulee City Wa. 99115 Attn: Brad Isaak If to the Utility Assignee: Attn: 25. Governing Law and Stipulation 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 ulate that this Franchise shall be governed by the laws of the State of Washington and that an lawsuit g y regarding this contract must be brought in Grant County, Washington, or in the case of a federal action, in thg e United States District Court for the Eastern District of Washington at Spokane, Washington. 1470531 04/20/2022 02:33 PM FRANC Pay 15 f 19 R 221.50 Grant Co, WR GR HNT COUNTY C011AISSIONERS IIIIIIIIIIIIIII 111I II VIIII III VIII I II I III II II VIII VIII IIIIII VIII VIIIA III APPENDIX 1 Franchise Area Boundaries Name of County Roads and Section, township range and g of the franchise areas. Road 39 NE on north side. Section 13, Township 25N, Range 29E. 1470531 04/20/2022 02:33 PM FRANC Pa g 16 f 1g R 221.50 Grant Co, WR GR NT COUNTY COMMISSIONERS IIIIIIIIII IIIVIIII IIIIIIVIII I II IIII II III VIII VIII IIIIII VIII VIIIA 1111 APPENDIX 2 Construction Work Technical Standards Grantee shall submit drawings for the construction work i ' f required by the County Engineer. Drawings shall be to a working scale showing position and location of work. Names or number and width of roads, streets etc. showing ' � g their location in plats, or subdivisions of sections, township and range, showing the relative position on of such work to existing utilities, constructed, laid installed or erected upon n such roads, streets or public places. Grantee shall specify the type of construction b submitting g plans showing the class of material and the manner in which the work is to be accomplished. p d. All such materials and equipment shall 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 rovisions of the ' p e County Utility Accommodation Policy (WAC136-40), and shall require q 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 Count all applicable • . `� . , Y pp e fees and charges prescribed by the policy for Accommodation of Utilities on Count ' 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 J p ,shall be approved by the County Engineer prior to start of work and shall be subject t Jo inspection of the County Engineer so as to assure proper compliance with the terms oft this Franchise. Grantee shall leave all roads, streets, alleys, public laces and . • • p p structures after installation and operation or removal of utility, in adati ood and safe condition ' g on in all respects as same were in before commencement of work by Grantee. In case of any damage to any roads, streets, public laces struc • p p tures or public property of any kind on account of said work by Grantee Grantee will repair said damage at its own sole cost and expense. The County may Engineer, his agents or representative do, p y 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 Grantee's Facilities , , p p y resulting from within the Franchise Area or its installation as e ' permitted herein, and upon demand Grantee shall pay to the Count all costs of such Y work and material. 1470531 04/20/2022 02:33 PM FRANC Pag 17 f 19 R 221.50 Grant Co, WA GR RNT COUNTY COMRISSIONERS 1111111111111111111111 II III VIII I II I III II II VIII VIII IIIIII VIII VIIIA III