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HomeMy WebLinkAboutPublic Hearing - BOCCOpen Record Public Hearing Northland Cable dba Vyve Broadband Franchise application October 22, 2024 3:00 p.m. In Attendance: Cindy Carter, Chair Rob Jones, Member Barbara J. Vasquez, Clerk of the Board Dave Bren, County Engineer Dave Derting, Engineer Tech 4 Public: See Sign in Sheet The Commissioners held an Open Record Public Hearing to consider a franchise application from Northland Cable dba Vyve Broadband as follows: Dave Bren, County Engineer gave a description and review of the franchise application. This is a 50-year franchise agreement for Northland Cable, doing business as Vyve Broadband. The franchise application used is a standard template that has been approved by the Grant County Prosecuting Attorney's Office. The franchise agreement will cover areas in and around the Cities of Moses Lake, Ephrata and Soap Lake, along with other sections of Grant County. Dave Derting, Engineer Tech 4 stated that this is a renewal of service areas, as well as potential new customer areas. The franchise application was not uploaded to the Grant County site, only the notice of hearing. Future applications will be posted online for the public to view prior to the hearing. A motion was made by Commissioner Jones, seconded by Commissioner Carter, to close the public comment portion of the hearing. The motion passed with 2 Commissioners in attendance. A motion was made by Commissioner Jones to approve the franchise for 50years as presented. Commissioner Carter seconded and the motion passed with 2 Commissioners in attendance. The hearing adjourned. 1505267 10/30/2024 03:44 PM FRANC 9 BOCC 1 of 24 R 326.50 Grant Co, WA Return to: Barbara Vasquez Commissioners office Document Titles: Grant County Franchise Agreement Reference Number: Grantor(s): 1. Grant County 2. 3. 4. 5. Additional grantors on page Grantee(s): 1. Northland Cable Television, Inc. dba Vyve Broadband 2. 3. 4. 5. Additional grantees on page Legal description (lot, block and plat name or section, township & range): Per the attached franchise Assessor's property parcel number: 1. 2. 3. 4. 5. 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 provided hereon. GRANT COUNTY FRANCHISE AGREEMENT Franchise agreement between Northland Cable Television, Inc. d/b/a Vyve Broadband and Grant County, Dated 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 1.0. 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. Teri-ninatioll 18. Assignment 19. Effective Date 20. SeVerability 21. Lhbitation of Liability 22. Hazardous Conditions 23. Notices 24. Governing Law and Stipulation of Venue 1. Scol2e and Duration Northland Cable Television, Inc. d/b/a Vyve Broadband Its successors and assierns a franchise to set (hereinafter called "Grantee") are hereby granted C;) ' , erect, install., place, lay, construct, extend., support, attach, connect, maintain, repair, replace, enlarcre, operate and Use a Cable System in, upon, over, under, along, across and throw the Grant County roads and r i orhts of -way fallincy within. the area described on the attached Appendix I (such roads and rierlits-of-way beincr 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 Ufflity 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 1 1505267- 10/30/2024 03:44 PM FRANC Page 2 of 24 R 326.50 Grant Co, WA BOCC I I th' a i (*nclud'ng, without fim"tation, 'IS With the terms and conditions of this Fn nch se I I E.diibit A), the ternis and, conditions of this Franchilse shall (-yovern and control,, 2, Derinition of Ternis COUNTY COU TY CO*MMJSSf"MGM NERS COUNTYENGINEER COUNTY ROAD STANDARDS COUNTY UTILITY POLICY R. ANCHISE GRANTEE MANUAL ONUMFORM TRAFFIC CONTROL DEVICES (MUTC.D) MAP OF DEFINITE LOCATION'— for new construct -ion not pre-existing facifitieSso PERMIT RESTORATION Grant County... Grant County Cornmissioners. Grant Coun!X_Engineer The policy fitled "Grant County Milnilllum Road Standards for 'Developments" or the polic Y S SUCcessor. The policy titled "Acconimodation of Ut i. I ities on COLInt .y Road R*ght of Way for Grant County"approved by the County Commissioners February 9, 1998 or the, olicx�s successor. 4 The terms and and of this franchise agreement,,, as set forth 'n this *Exhibit -A, In accordance with RCW 36.55 and RCW 80.3 )2. Northland Cable Television, Inc. d/b/a Vyve Broadband its successors and assigns, and any other Person -named in any pernia as pernilttee,, and atky sti.ccessor to any rights or *Interests of a peg mittee under a permit or *in property 4 'lled on the r*ght-of-N�vay pursuant to a insta permic Latest edition. of the MUTCD, Manual, on 'u,ni,rorm Traffic Control Devices, f-,"or Streets and Highways, U.S. Department of Transportation, Federal HighNvay Administration. Construction plans,, plans and specifications-, 7 design standards. and speciflications. A docunientlincluding any license, permit, or franchise, authorizing specified use of county r1ghts-o- 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 C11. or constrUdion began thereon. P�°{50526710/30/202403:44PMFRANC 3 24R650Grant Co, WABOC 1111 IN 11111111111111111111111111111111 IN RIGHT-OF-WAY All property fialting within the area described on the attached Appendix I 01 in which the County has any 16rrn of ownership or title and whi,ch is held for public road, right-of-way or other public purposes, regardless of whether or not any road or facility exists thereon oi- whether or riot it 'is used improved,, or maintained -for public travel. 10 RA ODWAY The por1 right- t-Ion of the ofway, - within the outside limits of the side slopes (Shoulder to shoulder) or between Curb lines, Used -for vehicular travel. 14 TRAFFIC A general term more specifically defined i. n the MUTCD. ICONTROL I I 11 Permits, Plans, and ,Specifications 4 A. Prior to cominencingrany work. within the Fr-anchise Area on any county road ors right- of-Nvay, the Grantee ShaJ1 comply with and obtain. all necessary permits to do such work, Perin 'Its. requ-ired may include, but are not limited to, 'Work in the Right -of -Way Permits, Approach Permits, Conditional Use Permits, Haul Road Permits and/or any o l� lCoun),Stag oF dera P rmi t required. Refer to the Gnant County Utility Accommodation. Policy, Comprehensive Plan and other County Development Regulations fbrnecessary -county permitting. Work. in the Right -of -Way pernaits will requilre at a minimum, plaris and specifictitions showin.g.- the pos'fion, depth, and location of.Fac*fifies to be constructed w*thin the Franchise Area at that three and their positions in relation to any involved county road and their locations within the right-of-way. These plans, all drawn -to scale, shall be known as the "mrap of definite location". Specifications will include class and type of ni,eaterials and equipment to be used, nianner of excavation, construction, Installation and back fill; ocation. of temporary and permanent structur s to be erected- descripti .1 e I ion 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 4 and specifications, as and to the extent required by applicable provisions of the Grant County Utility Accommodation Policy. 1505267 10/30/2024 03:44 PM FRANC Ban 4 of 24 R 325.50 Grant Co, WA O C IIII111111111111111111111111111111111111111111111111111111111111111111111111111111111111111 4. Performance of poi-k A. No work on ally County road or right-of-way shall be commenced until all necessary permits have been obtained and a set of plans and spec*f i mations, reviewed, approved, and endorsed by -the County Engineer, leas 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 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, regUlationst, codes, and standard plans and specifications in the design and constt.,uction of Grantee's Facilities within the Franchise Area. The Grantee shall notify,the County Engineer at a i-nin1muni of 48 hours prior to starting any construction act.1vity. Z:,. If and to the extent Grantee reasonably determines that action on Gran -tees part is necessary to respond to an emergency situation involving Grantee's Facititi.es within the Franchise Are ion wo fied a, and such, act' uld otherwise require the notice speei above, the County hereby waives the requirement that Grantee give such. notice as a prereqUISIte to undertaking such activity; provided, however, Grantee stiall, notify the County En,gineer,. verbally or in writinc:,,., as soon as practicable and no later thail 24 hours following -the emergency if the roadway shoulders, embankment or cut slopes, or drai"nage faciflitiveiare disturbed, .B. Grantee's Facilities within the Franchise Area shall. be laid - ire exact conformance with the map of definite 'location except where deviations are allowed in writing by the V-1 * 0 COLIntly tngmeer pursuant to applicat-ion by Grantee, in which case G rantee shal I file a corrected map of del.ln.ite location. C. Any work which disturbs any soil, surface, or structure of any County road or right- of-way shall be controlled by applicable design standards and specins ficatioof the P I . County, and a plicable provisions of the Grant County Accomi-nodation of Utility applicable Policy and County Road Standards. Grantee, at its expense, shall restore such surface or other friacility, 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 re(yard-ing such condition or failure. 9 1505267 10/30/2024 03:44 PM FRANC Page 5 of 24 R 326.50 Grant Co, WA BOCC I IIII III IIII IIIIIII I III III III1 II I III I III III I III 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 nianner with minim um interference in public use of the county road. Where any work includes opening of trenches and/or ditches and/or tunnelincy tinder 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 directi'nor 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 pecl I II any line, pole or other ficacility of Grzintee is located that, in the opinion -of the County Engineer, any hazard to travel of the public is created, Grantee sha.11 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 *111CUrred by the COL111ty in remedying any -failure to'provide 'adequate traffic controls and protection toniembers, of the public and their property. E. Before any work which may affect any existing nionuments or markers of any tiature relating to sLi.bd'.'I'v.l*sl*.otis,,,i)la.ts, roads, or other surveys is perf6rrned 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 du* ring Grantee's operations under this The method: of refierencing monuments or other points to be referenced shall be approved. by the County En.gi-neer. The replacement of all such monuments or inarkers disturbed dUring constrUCtion shall be made as ex.peditiously as conditions permit and as dilrected 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 ti.es 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 ap.pll*cable Fed.cral, State, and County laws, regulations and policies (including,, without li.m itation applicable plicable environmental and. I I land use laws and regulations); provided that, not-wi-thstanding 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 his Franchise shall govern and control. 5. Aesth,efic/Scenic Considerations A. If Grantee intends to use pesticides with.lin theFranchlise Area to control or kill. weeds and brush in scenic areas, approval must be granted by the Count at least I . prior appro Y annually (which approval shall, not be Unreasonably withheld or. delayed). The County may litnit or restrict the -types, amounts, and timing of applications. 'if a significant negative impact on the aesthetics of the area is anticipated, provided such limitatiolls or restrictions are not in conflict with State law governillg Utility right-of-way maintenance. 5 1505267 10/30/2024 03:44 PM FRANC B0CPa e 6 of 24 R 326.50 Grant co, IJA 2 IIIII11111111111111111111111111111111111111111 II I III I III II III I II B. Refuse and debris resultin,(z 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 Gran-tee's property and various ojjects 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 unreasonabl iY nterfere with county maintenance or free and safe passage of traffic if so allby Grant County. 7. Hazardous Wastes, Substances Grantee agrees that it will not net�cy- t�licy-ently or intentionally cause the -release of any hazardous substance, waste, or pollutant or- contaminant (as defined by appficable lavv) into or upon any County road or right-of-way *n vi ­ederal law with i iolation of any state or.-r respect thereto. Grantee shall notify the County and the State Departn-ient of Ecology in writing of any such illegal release. Grantee sha,11 be completely liable for any and all consequences of such illegal release, includingliab.11.1ty under any federal or state statute or at common law. Grantee shall indemnify and hold the COL111ty harmless, as pro vi'ded ill 0 paragraph 10, from any and all liab-i'lity resulting from such an illegal. release and shall have full responsibility for completely cleaning LIP, as -required by any government agency, any and all contamination from such release. The COLinty 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 F ranchise or eater the Franchiise Area and take whatever steps it deems appropriate to cure the consequences of any such release, all at. the ex.pense 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 illumination; or if any part Of Such road or right -of -.*-way becomes a state hiahway and 4n relocation or readjustment 'is directed by the State Director of Transportafion so as to reasonably necessitate relocation of any Facility of the Grantee on such road or right- of-way within theFranchise Area (in any case for pUrposes other than those described in Section 8(C), below), the County will-, 6 1505267 10/30/2024 03:44 PM FRANC BOC Pa2e 7 of 24 R 326-50 Grant Co, wA IIIIIII III IIIIII (a) provide Grantee, within a reasonable time prior to the commencement of the road or riabt-of-way prefect, written notice .reqUesting the relocation; and (b) provide Grantee with reasonable plans, timetables and specifications for such road or dlght-of-way project. 4:) After receipt of such notice and such -plans, timetables and specifications, Gt,.,antee shall relocate such Facilities within the Franchise Area at no cost to the County, B. The County Engineer shall have the -final approval of the relocation schedule. Grantee shall be responsible for timely compliatice with Facility relocation and coordinate I with the County or the. County's contractor, The construction,, operations, maintenance, and repair of Grantee's Facilities alithorized y this Franchise shall not preclude Grant County, its agents, or its icontractors from blastinggradg,excavating, or oi* ng necessary road work contiguous to the said Facilities of the Grantee, provided that the G rantee shall be g ro iven rty-eight (48) hours notice of said blasting or other work, and provided further that the foregoing shall be subject to a] I other provisions of this Hanchise and shall not substantially or unreasonably impair the rights granted to Grantee under this Franchise. C. Whenever (a) any public or private development with"in. the Franchise Area, other ...,than a I ig of way, J mprovement of the type desc ri. bed. in Sect" on 8 (A), -above, .Public r* ht I requires the relocation of Grantee's Facilities within the Franchise Area to accommodate such develo.Pnientl- or (b) th.e COUnty requires the 'relocation of Grantee's Facilities within the Franchise Area for the benefit of any person or entily 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 f les. expenses incurred by G.t-anteeilii therelocation o* Grantee's Facilit D. Any condition or rep u.trement imposed by the County upon any person or entity., other 4P -than Grantee, that reqUIreS the relocation of Grantee's Facilities shall be a reqUired. relocation for purposes of Section 8(C.), above (incic din , without firnitatioll, any, condition or reqUirement imposed. pUrsuan't to any contract or in conj * unction with approvals or permits for zoning., land We, construction or development,). E. Nothing in this Section 8 shall require Grantee to bear any cost or expense in connection with the location or relocation of any Facilitl"es then existing pursuant to easement or such other rights not derived -from this Franchise, 9. lion-Exchsivelother Occu.poants A. This Franchise IS ].lot eXCILISiVe. 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 fromI h 1505267 10/30/2024 03:44 PM FRANC Page BOCC 8 of 24 R 326.50 Grant Co, WA I IIII III III I III I II III III1 II I III I III III I III I II constructing, altering, maintaining, or using any of said roads or rights -of -way, , or affect its jurisdiction over them or any part of there, 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 daht-of-,vvay withh I L-1 .1 1i the franchise Area shall be done so as not to unreasonably interfere with *Installation, construction, operati :ntenance, ion, mai o r repair of other utilities, drains, ditches, structures, or other irnprovements perinitted U, On Such road or right-of-way., subject -to the preference and piior*ty rUICS Set forth below. Owners, ipubl' , c or privateof any such, -facilities installed pr*o- -to construction r rence as to positioning and/or installation of the Facilities of Grante . I I i I . e hall have pre.fe. 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 V continue if relocation is required as a result of any, construction relocation, realignment, and/or change of grade by the County, 10. Insui-ance and Securitv A. For .the period after the assignment of this Franchise to the Ut` ity Assignee under Section 18, below, the following 1`11SUrance provisions shall apply-, Prior to the effective -date of this "fra-tichise and during its 111, the ftianch'isee- shall Obtain. and maintain continuously liability nce necessaiy. to comply With the hold h"Cumiless agreement i i insuras with n her fim'1ts of Iiability not less than: . ei 1. $2,000,,000.00 per occurrence The County Engineer may -further deterinine that Business Auto Liabillty Insurance may also be reqtUred, 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" provisiion i -dicating.- in "The inclusion of more than. one *Insured under this policy shall not aff"ect the tights of any *Insured as respects any claim suit, or judgment made or brought by 4- or for any other i ' nsured 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 had been 'Issued to each except that nothing herein shall 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 *ISSLIed on an Occurrence basis. Cla' i-ms made policies are unacceptable. Grantee shall maintain coveraut)e for the duration of this Franchise, M 1505267 10/30/2024 03:44 PM FRANC Pa�e 9 of 24 R 326-50 Grant Co, wA BO C I IIII III III I III I II III III II I III I III III I III I1 IN Grantee shall provide the County annually a signed certificate of insurance naming Grant County as an additional insured. Proof of all insurance shall be in a form. acceptable to the County, and aft conditions and requirements of *insurance stated in thl"s clause 10,A shall be satisfied prior to commencement of construction. All insurance documentation shall be submitted and reviewed by the Grant County Risk Manager prior to commencement of construction,, The County may require additlonal bond, deposit or security as provided *in the Grant County Accommodation of Utility Policy.. Acceptance by the County- of any worl< perfomied by the Grantee at the tine" com letion shall not be a ground 'for avoidance of this covenant-0 In lieu of the *insurance requirements set forth in this Section 1, 0, Grantee may self - insure acrainst such risks in such. amounts as are consistent with good. utility practice and the Per OCCUrrence m1n.01MUM of $2,000,000.00. Grantee shall provide the COUnty with a self-insurance letter as evidence that Gran -tee maintains a self-insurance program. 11. Hold Harmless and In.de-t Ay and hold harmless the County, its appointed and . The Grantee sha].l defend, indemnI*f elected, officl'als, agents, and employees, against all third party claims, losses, Wits., actions. 1. t� � . . jud r decrees costs, counsel fees, fitioration costs, expenses, dainagesgm ents, o on account of any injury or damage to the person or property of-anot'her to the extent such injury or darnage is caused 'by the neglicence�1�4 wiliftil misconduct, or from any 4b breach of any common, later, statutory or other delegated duty pursuant to this Franchise of Grantee, Grantee's employees, agents, or subcontractors. in exercising the rights granted, to rzantee in this Franchise. B. For the avoidance of doubt, for those provisions. of this Franchl'se, which a court of competentJurisdiction. determines are subject to R-CW 4.24.1,15, then, in the event of damages arising out of bodily *1 1 niury to persons or damage topro perty, caused by or resulting from the CO11CUrrent 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 Iiability to hold harmless and 1-ndemnify the COUntyis enforceable only to the extent of the Grantee's negligence. C. The Gran-tee's obligation shall linclude bUt not be fifni.itedto.., investigating, adjusting,., 'I ZI Z� and defending all claims alleging loss from any negligent act, error, or omission or frorn any breach of any common. law, statutory or other deleaated 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 411� 9 1505267 10/30/2024 03:44 PM FRANC Pan 10 of BO C 24 R 326.50 Grant Co, WA Grant County for damages arising OUt of or by reason of the .dove-mentio-ned causes, the County shall proniptly notify Grantee thereof and the Grantee will, upon notice to It of the commencement of said action, settle., comp romise or defend the sai-n e at its sole cost and expense, and �in. case judgment shall be rendered against the COLInty 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 defenseby the County pursuant to section 11 of this Franchise and if Grantee's re-ftisal 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 defens.e of the action ine'luding all legal costs, witness fees and attorney fees and indemnify -the County for any settlement ni,adeby the County of the wrongfully refused cla-inn or demand. .E. Solely to the extent required for the County -to enforce Grantee's indemnification oblig,,ritions under this Section H, Grantee waives *its imm.uni-ty rov-under RC Title Title 5 1; 4 p *ded that the foregoing waiver shall not in any moray preclude Grantee from raising 1 such immunity as a defense against any claini brought against Grantee any of its em, ployees. 'Fhis -waiver has been mutually negotiated br the parties, F. The provisions of -this Section 1.1 shall survive the t - 4 I expira ion or 'term -.ination of this agreement. 1210 ReserNrafion of 'office Powei 1, In granting this Franchise, the County- does not waive any of its police powers to regulate the rise 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 thlis 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 Gran -tee upon County roads or riglits-of- way durilig theli-fe of this Franchise. 14. Eminent Domain, Powers of the Peo plc 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 ]a-vv, all or a portion of Gran-tee's Facilities within the Franchise Area for the fair market value thereof. In. determining the value of such Fa'cilifiesl no value shall be attributed to the right -to occupy- the Fnanchise Area conferred by this Franchise, 'Nothing herein, however, is intended to or will limit any severance damages arising out of any impact of any such condemnation on the Name of Project or related Facilities. HN 1505267 10/30/2024 03:44 PM FRANC BOC Pa�e 11 of IIII III III II 24 R 326-50 I III I II III I'I1 II I III Grant I III Co, WA III I III 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 flee. 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 tovvn. 16. Vacation If the COUnty vacates all or a portion of any county road or right-oPvvay which is subject to this Franchise,,, and. said vacation is for th-e purpose of acquiring thfee 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, terni , Mate this Franchise with reference to any county road or right- o-f-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 terminati 011. Whenever a county road or right -of --way or anyportion thereof is vacated upon a finding - 'hat 't t i is not usefid 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 anid, services which. at the time of the vacation are specifically authorized under pa,ragraph 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 orrantran easement to Grantee for Grantee's Facilities. The Couilly shall not otherwise, be liable for any damages or loss to the Grantee by reason of any such vacation. 17. Term nation. 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 (o) day period, the COLInty may, by ordinance, declare an it imediate forfeiture of this Franchise-, provided, however, if any -ficii-ture to comply with this Franch-tse by Grantee cannot be corrected with due difigence within said sixty (0) 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 nlay be reasonably necessary and so tong 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 eding be cornmenced 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. 1505267 10/30/2024 03:44 PM FRANC Pa12 of 24 R 326.50 Grant Co, WA soggy I IIIIIII III IIIIII IIIII IIII IIIIII IIIII IIII IIIIIII IIIIII IIII IIII IIIII IIIII IIIIIII III IIIII IIIII IIII III B. The County, at its opt -ion, may terminate this ',Franchise by ordinance, as to those roads and rights -of -way upon which Grantee has not constructed or Placed any Fac-ilifies within five (5) years of the effect"ve date of this .franchise. I C. In he event that the use of all or any 0 part of Grantee's FaciJities is permanently i I ,, discontlinued for any reason, ineluding,, but not limited to, discontintiance obsolescence, or abandonment of the Facilities, or the abandonment, terminatioll, or expiration of this Franchise, the Grantee. Is solely responsible -for the removal and proper disposal of the abandoned/surpl LIS 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 r'ghts-of-way from which such facilities have been rei-noved to the same or equal conditions as before. D. Upon the expiration of this Franchise for any reason other than a de- L fa lt. by Grantee or abandonment of the Facilities, the Gran -tee shall have the first and preferential right to tale and receive such authority. upon similar terms and conditions. 18. Assiurnm,eiit .tz All the provisions, condi.tt*o*ns,,:i.*,egLilatl*�OIIS and requirements herein contained shall be bindinor upon the successors and ass o­ the Franchisee and all ivileges, as well as pri I all obligations and liability of the Franchisee, shall ensure. to -'its successors and assiglis equally s if they were specifitcally -mentioned wherever the Franchisee is mentioned. a Any reference in this franchise to a speciflically named party shall be deetned to apply to any successor, beir., administrator, executor or assign of such patty (hereinafter collectivelyreferred , to as successor) who has acquired its interest in compliance with the terms of this franchise, or under law. Any successor will notify Grant County of the change within 30 days of the transfer if the County is not notified prior to said transfer. The County, at its discretion, may require the successor to complete a new franchise. Should the County not. be notified within 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 be held liable to the extent of thelaw for any damages caused by not C� following through with notifying Grant County'.. Should any court find the successor not .1 liable., the original holder of this franc'hise shall assume full liability as if the succession never occurred. 12 1505267 10/30/2024 03:44 PM FRANC PaFe 13 of 24 R 326-50 Grant Co, WA BCC Effective Date Thi's Franchise shall be effective thirty (3 )0) drays. after approval by the County Commisslion" PROVIDED that Grantee within such time, has signed a. copy thereof and returned it to the County Conn.mission. 20. Seve-ra 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 c ireu m stances. 2L Limitation of Liabiflj!j -ON Administration of th-is,F:ranchise shall not be construed to create the basis for any liability on the part of the County, its appointed and elected officials, and. employees f6r any ii�jury or damage from the facilUre of the Grantee 'to comply with the Prov-1slons of this Franchise, by reason of any plan., schedule, or specificationre-view, inspection, notice and 01 order, permission, or other a proval or consent by the County; for any action or Maction. thereof authorized or done in coin necdon with the implementation or enforcement of this Franchise by the County, or for the accuracy of plans submitted to the County. 22. Hazardous Collditions 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 or public, resources, or adversely affect the safety, use, or stability of a. Public way- or drainage channel, the Count), Engineer shall notify the Grantee in writing of the prol)erty .h i 'lie cond*t' I J, 'I upon w ch t i ion or operation "s located, or other person or agent in control of said property, and direct them to repair or eliminate Such condition or operatl'on within the period specified therein so as -to ellmlinate the hazard and be in con.fiormance with the requirements ofthis Franchise. Should the County Engineer have reasonable cause to believe that the situation is so adverse as to preclude written notice he/she mr-ay: take the measures necessary -to eliminate the hazardous situation, provided that he/she shall first make a reasomcible eflort to notify the Gran -tee before acting. 'In such instance-, the Grantee (responsible for the creation of the hazardous situation,) shall be responsible for the payment of ally reasonable costs incurred. If costs are 'incurred and the hazardous situation has been created in. coniunction with. or as a result of an operation for which a bond has been posted PUrsuant to this title or any other County authority, the County Engineer shall have the aLltlIOI.'I*ty to forfeit the bond or other security to recover the costs incurred. 13 1505267 10/30/2024 03:44 PM FRANC BO C Pan 14 of 24 R 326.50 Grant Co, WA I IIIIIII III IIIIII IIIII IIII IIIIII IIIII IIII IIIIIII IIIIII 21 Miscellaneous fnstrL,iment, s'gned by both parties, This Franemse may be amended only by written which sec ificcally ,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 sulect to the provisions of any applicable tariff on 'r-Ile With the Washington 'Utilities and Transportation Commission or its successor* In the event of ally conflict or inconsistency betNveen the prov.tsilons of this Franchlse and sLich tariff, the provisions of such tariff shall control. 2.4. Notices Notices provided forin this Franchise shall, be sent to the,Nlowing addresses-, 1) Grant Count), Publil c 'Works Department 124 Enterprise St SE Ephrata, WA 98823 2) Granteel. M� Northland Cable Television, Inc. d/b/a Vyve Broadband If to Company'Name: wl i � to th a copy Northland Cable Television, Inc. d/b/a Vyve Broadband 4 International Drive, Suite 330 Rye,Brook, NY 10573 Attie. * Legal Dej?aAment If to the Utility Assignee.- .Attn: 25. Governino, Law and Stinulafi*on of Venue The Grantee - shall promptly notiify the Count),, of any change in notice address. The Grantee hereby agrees to be bound by the laws of the State of Washington and suected to the Jurisdiction of the State of Washington. The parties hereby stipulate that this Franchise shall be governed by the laws of the State of Was in ton and -that ally la,vsuit regarding this contract must be brought 'in Grant County-, Washington, or in the case of a fiederal action, in the United States D'Iistr'ict Court for the Eastern DI'strict of Washington at Spokane, Washington. 1505267 10/30/2024 03:44 PM FRANC eo�c`15 of 24 R 326.50 Grant c 0 WA 1111 IN APPENDIX I Franchise AreaBoundaries Name of County Roads and -Section. townsliip and range of the franchise areas. 0 "All County Roads and Right of Ways within the following Section, Township and Ranges" 15 1505267 10/30/2024 03:44 PM FRANC Pa16 of 24 R 326.50 Grant Co, WA BOLO IIII III III II I III I II III III II I III I III III I III I 1I APPENDIX 1 —continuation "All County Roads and Right of Ways within the following Section, Township and Ranges" Section 24 Township 22 North Range 26East Section 19 Township 22 North Range 27 East Section 25 Township 22 North Range 26 East Section 30 Township 22North Range 27 East Section 36 Township 22 North Range 26 East Section 35 Township 22 North Range 26 East Section 02 Township 21 North Range 26 East Section 03 Township 21 North Range 26 East Section 10Township 21 North Range 26 East Section 09 Township 21 North Range 26 East Section 21 Township 21 North Range 26 East Section 28 Township 21 North Range 26 East Section 22Township 21 North Range 26 East 1505267 10/30/2024 03:44 PM FRANC Pag 17 of BOCC IIII III III 11111 24 R 326.50 II III I II III III II I III Gran! I III Co, Wp III I III I II Section 32 Township 20 North Range 28 East Section 33 Township 20 North Range 28 East Section 05Township 19 North Range 28 East Section 04 Township 19 North Range 28 East Section 08 Township 19 North Range 28 East Section 09 Township 19 Range 28 East Section 10Township 19 North Range 28 East Section 11 Township 19 North Range 28 East Section 02 Township 19 North Range 28 East Section 12 Township 19 North Range 28 East Section 01 Township 19 North Range 28 East Section 24Township 19 North Range 28 East Section 25Township 19 North Range 28 East Section 35 Township 19 North Range 28 East Section 34 Township 19 North Range 28 East 1505267 10/30/2024 03:44 PM FRANC g BOCC 18 of 24 R 326.50 Grant Co, WA IIIIIII III IIIIII IIIII I IIII I II III IIII II I III I III III I III I III Section 02 Township 18 North Range 28 East Section 03 Township 18 North Range 28 East Section 04 Township 18 North Range 28 East Section 09 Township 18 North Range 28 East Section 25Township 19 North Range 27 East Section 24 Township 19 North Range 27 East Section 19 Township 19 North Range 28 East Section 18 Township 19 North Range 28 East Section 07 Township 19 North Range 28 East Section 17Township 19 North Range 28 East Section 16 Township 19 North Range 28 East Section 20 Township 19 North Range 28 East Section 21 Township 19 North Range 28 East Section 29 Township 19 North Range 28 East Section 28 Township 19 North Range 28 East 1505267 10/30/2024 03:44 pry FRANC g 90CC 19 of 24 R 326.50 Grant Co, WA 11111111111111111 III 11111111111111111111111111111111 III 111111111111111111111111111111111111111111 Section 30Township 19 North Range 28 East Section 30Township 19 North Range 29 East 1505267 10/30/2024 03: qq pp FRANC Pag 20 of 26 R 326.50 BOCC Gran! Co, WA lifill 1111111111111111111111111111111111111111 will 1111111111111111111111111111111111111111111111 CERTIFICATE OF ACCEPTANCE The undersigned grantee hereby, accepts all the terms and conditions of this Z:�' t) franchise as set forth in Exhibit A for himself and for his heirs, eXeCLItors, administrators., successors and assians� lkcy beinat: t-n "' (Location)th4s 25 Subscribed and sworn to before me this SP�t�XYi�J.PJ►' 2�J, �a-'-i' 'D� LVecia) (Type or prinf4anne and title) Notary Public In and for (address) DATED this e5day of 2 09 day of 20.24. (Comf�aiiy or Organ!Aation) {aut r• ­iZ ing sigmkure of applicant) BOARD OF COUNTY COMMISSIONERS GRANT Yea Nay Abstain COUNTY, WASHINGTON 0 0 0 ATTEST: a 0 '4ar( i B rbara. J. V z Kr 0 r rtj r 0 1 Jerk of the B r Approved as to Form: Orosecuting , At-tWri-iev of Grant County, Washington Danny.E. Stone., eh4i:r--. X", Lal 17 1505267 10/30/2024 03:44 PM FRANC BOC Pa2e 21 of 24 R 326-50 Grant Co, WA 1 I11I1II III 1II1I1 II1II IIII 1I1II1 II1II II I 1I1III1 IIII1I I11I II I IIIII III1I II1IIII ICI II1II I1III II I ICI111111111111111111111111111111111 APPENDIX 2 Construction Work Technical Standards Grantee sh.a.11 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 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. Gm:ntee shall specify the type of construction by submitting plans showing the class of material and the manner In which the work is to be accornplished. All such materials and equipment shall be of the hi-ahest quality and the manner of excavatiom fills, construction, installation'. erection of temporary structures,. traffic tUrnouls, road u obstrction barricade I s ':,et'c" shall meet with provisions of the County Utility Accommodati lon. . Pot i (WAC13640), and shall require approval of the County CY Engineer. S 19 1nhicy barricades, and traffic control in the vicinity of the Nvork shall strictly ... conform prwsions of." 'the. Man'ual on Uniform Traffic Control Devices for Street and to o Highways," Grante I e shall pay I to". I the County all. a -l) licable fees and charges prescribed p by the polio for "Ai,ccornmodati,06 of Utilities on County Road 4Right of W' for Grant 'Y ay County." The location, type of work, materials, and. equipment used, niann.er of erection or construction., safeguarding of public traffic durinc, work orafter doin same, mode of 9 operation and manner, of rn.aintenance of project petitioned for, shall. be approved by the n.gin # 4P County Eeer prior to start, of work and shall be subject to inspection of the, County Engineer so as to assure proper -compl tance with the ternis of this Franch is'e, 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 all respects as same werei" 'before commencement of work by Grantee., n m In case of any damage to any roads, streets, public places, strUctures or public property of any kind on account of said work. by Grantee, Grantee will repair said damace at. its own sole cost and expense, The County,Engineer, his agents or representative may do, order, or have done an and 4:� Y 4F 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 Facili"fies within the Franchise Area or its installation as permitted herein, and upon demand Grantee shall pay to the COUnty all costs of such work and material. 16 1505267 10/30/2024 03:44 PM FRANC Page 22 of 24 R 326.50 Grant Co, WA BOCC NO :kn& maw_- T it IMM 3'Alrph i 0 Q Icr cq 04 (,e) (S) C*4 0 N If) 40 L) ED to fo o Ir4 CL CO