HomeMy WebLinkAboutResolution 14-079-CC' � .
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� � I � IN� �. '
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BOARD OF COUNTY COMMISSIONERS �
Grant County,Washington ,
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IN RE THE GRANT OF A RESOLUTION No. 14-�"��-CC ;
NONEXCLUSIVE FRANCHISE TO
ZAYO GROUP,LLC, FOR THE
PURPOSE OF CONSTRUCTING, '
OPERATING, AND MAINTAINING A ORDER AND RESOLUTION �
FIBER OPTIC CABLE NETWORK GRANTING FRANCHISE �
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ACROSS, OVER,ALONG, UNDER,
THROUGH AND BELOW CERTAIN
PUBLIC RIGHTS-OF-WAY
SITUATED WITHIN GRANT
COUNTY �
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WHEREAS, Zayo Group, LLC ("Grantee"), a limited liability company !
organized under and by virtue of the laws of the State of Delaware, authorized �nd doing
business in the State of Washington, has requested that Grant County, Washington ;
("County") grant it a nonexclusive franchise to construct, operate and maintain fiber optic �
cable across, over, along, under, through and below certain public rights-of-way situated �
within the County as described in the attached Exhibit "A", the same incorporated herein �
by reference; and i
WHEREAS, the Board of County Commissioners �inds that it is in the public j
interest to specify the rights and duties of the Grantee through a franchise; and �
WHEREAS, RCW 36.55 et seq., permits the Board of County Commissioners to i
grant non-exclusive franchises to persons or private or municipal corporations to use the I
right-of-way of county roads for the construction and maintenance of waterworks, gas I
pipes, telephone, telegraph, and electric light lines, sewers and any other such facilities; �
and I
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' WHEREAS, in granting such a non-exclusive fr�nchise, Grant County �
specifically reserves �ll powers and authorities granted to counties by generallaw. �
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NOW, THEREFOR�, BE IT HEREBY RESOLVED THAT the Board of ;
County Commissioners does ordain as follows: ;
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ARTICLE I—FRANCHISE
Section 1. Grant of Franchise. i
A. Subject to obtaining any permits as are required under the County's Code or other ;
applicable Laws (and subject to Grantee obtaining any additional necessary agreements, I
approvals, or authorizations frorn any entity which owns poles or any other third party !
rights), the County hereby grants on a non-exclusive basis, authorization to construct, �
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operate, maintain, replace, �cquire, sell, lease and use all necessary Facilities for a fiber
optic cable networlc, across, over, along, under, tluough and below certain public Rights-
of-Way located in the County, as designed in Exhibit "A", and as lpproved under
applicable permits issued pursuant to this franchise. Public "Rights-of-Way" or
"Franchise Area" as used herein means those public streets, roads, 1nd highways of the
County as more specifically referenced in Exhibit"A".
Any work performed pursuant to the rights granted under this Franchise may, at the
County's option, be subject to the prior review and approval of the Director of Public
Worlcs. During the term of this Franchise, the location of Facilities installed by Grantee
or its designee shall be disclosed, in writing, to the County by Grantee within ten days
before its installation, removal, or relocation. Such disclosures shall be incorporated in '
Exhibit "A" by way of� modification to this Franchise Agreement and shall not change
except upon submittal of 1 revised Exhibit "A", and a written request for a modification
of the number and/or location of such Facilities. Revised Exhibit "A" and request for
rnodification shall be subject to the review and approval of the Director of Public Worlcs.
"Facilities" as used herein means a fiber optic cable system, with all necess�ry cables,
wires, conduits, ducts, pedestals, antennas, electronics, utility poles for overhead wires or
cabling, and other necessary appurtenances.
B. Compliance. The County has determined that this Franchise, taken as a whole, offers
no more or less favorable terms than those required of existing similarly situated
Grantee(s) in the County.
C. Costs Related to Exercise of Franchise. Any and all rights expressly granted to
Grantee under this Franchise shall be exercised at Grantee's sole cost and expense, shall ;
be subject to the prior and continuing right of the County to use any and all parts of the �
Rights-of-Way or Public Facilities or property, non-exclusively or concurrently, with any �
other Person, and further sha11 be subject to County's police powers and all deeds, �
easements, dedications, conditions, covenants, restrictions, encumbrances and claims of
title which may affect the Rights-of-Way, or Public Facilities now or hereafter existing. I
Nothing in this Franchise shall be deemed to grant, convey, create, or vest a real property �
interest in land to or in Grantee, including any fee or leasehold interest or easement !
rights.
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D. No Interference. Except as expressly permitted by applicable Laws or this Franchise, �
in the performance and exercise of its rights and obligations under this Franchise, Grantee �
shall not interfere in any manner with the existence and operation of any and all private �
property and Rights-of-Way, sanitary sewers, water mains, storm drains, gas mains, I
poles, aerial or underground electric and telephone wires, cable television and other '
telecommunications, utility and municipal property without the express written approval �'
of the owner or owners of the affected property or p�'operties. The County shall ensure �
that a similar binding obligation of non-interference is imposed upon all other grantees i
occupying the Rights-of-Way. Further the County will assist in resolving disputes among i
occupiers of the Rights-of-Way. In the event Grantee experiences any prohibited
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interference, Grantee shall notify the County of such interference and the County and
Grantee shall then work cooperatively to eliminate such interference. In resolving such
disputes, the County shall give priority to the occupant who was first in time at the
particular location where the interference is being experienced, unless doing so would
impose undue hardship upon the newcomer.
E. Compliance with Laws. Grantee shall comply with all Laws in the exercise �nd
performance of its rights and obligations under this Franchise. If required by Law,
Grantee shall obtain all required approvals from the appropriate governing authorities.
Section 2. Acceptance of Franchise. ,
A. Frinchise Acceptance Procedures. This Franchise and the rights, privileges, and '
authority granted hereby shall talce effect provided thlt Grantee cornplies with the '
acceptance procedures detailed herein.
B. Grantee to Have No Recourse. Except as provided in this Franchise, the County shall
not be liable, unless directly and proximately caused by the willful, intentional or
malicious acts of the County, for any damage to or loss of any facility within the Right-
of-Way as a result of or in connection with any public worlcs, public improvements,
construction, excavation, grading, filling, or work of any lcind in the Right-of-Way by or
on behalf of the County.
C. Acceptance of Power and Authority of County. Grantee expressly acknowledges by
acceptance of this Franchise that:
(1) It has relied upon its own investigation and understanding of the power �nd authority
of the County to grant and enforce the Franchise;
(2) It has not been induced to enter into this Franchise arrangement by any understanding
or promise or other statement, whether verbal or written, by or on behalf of the County '
concerning any term or condition of the Fr�tnchise that is not specifically included herein;
(3) It has carefully read the terms and conditions contained herein and of the Ordinance
and that Gr�ntee is willing to and does accept a11 the obligations of such terms and
conditions to the extent not inconsistent with state or federal law; and
(4) The matters contained in Grantee's Application and all subsequent applications or
proposals for extensions or renewals of the Franchise, and as stated in Exhibit "A", or
other presentations to County, except as inconsistent with law, regulations or local
ordinance, are incorporated into this Franchise as though set out verbatim.
Section 3.Limitations on Authority.
A. Subject to Other Requirements. Grantee's right to operate and maintain its Facilities
is subject to the terms, conditions, and requirements of this Franchise, the County Code,
and all applicable Laws, and Grantee's right to construct, erect, install or modify its
Facilities is specifically subject to the requirernent that Grantee obtain all appliclble
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permits; and obtain all required permits for, and otherwise comply with, all applicable
land use and zoning regulations which control development on property contiguous to the
right-of-way containing the proposed Facilities site.
B. After-Acquired Facilities. Grantee expressly acicnowledges �tnd agrees, by acceptance
of this Franchise, that Facilities �tnd appurtenances in public ways which are subsequently
acquired by the Grantee and which (if acquired prior to this original Franchise grant)
would have been suUject to this Franchise and the permitting authority related thereto
shall be subject to the Provisions of this Franchise and �11 permits related thereto.
C. Privileges Must be Specific. No privilege or exemption is granted or conferred by this
Franchise except as may be specifically prescribed.
Section�.Non-Exclusive Franchise.
This Franchise is non-exclusive. The County reserves all rights to its property, including,
without limitation, the right to grant addition�l rranchises, easements, licenses and
permits to others. This rranchise shall in no manner prohibit the County or limit its
power to perform worlc upon its Rights-of-Way, public properties or malce all necessary
changes, relocations, repairs, maintenance, establishment, improvement thereto, or from
using �ny of the Rights-of Way and public properties, or any part of them, as the County
may deem fit from time to time, including the dedication, establishment, maintenance and
improvement of all new Rights-of-Way and other public properties of every type and
description. ,
Section 5.Amendments.
This Franchise may be amended only upon the mutual written consent of County and
Grantee or in the exercise of the County's police power authority or other explicit
authority pursuant to applicable laws.
Section 6. Service of Notice. �
Except as otherwise specifically provided herein, any notices required or permitted to be
given under this Franchise shall be deemed to be properly served when deposited with the
United States Postal Service, postage paid, certified or registered mail, or via nationally
recognized overnight carrier, and addressed to the party to receive same, or at such other
address of which the party to receive the notice shall have designated in the Franchise. '
NOTICES TO THE County shall be addressed to all of the following:
Jeff Tincher, Public Works Director�nd County Engineer
Grant County Public Worlcs
124 Enterprise Street SE '
Ephrat�, WA 98823
With Copy to:
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Grant County Board of County Commissioners
Grant County Courthouse
P.O. Box 37
Ephrata, WA 98823
NOTICES TO THE Grantee shall be�ddressed to all of the following:
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Section 7. Franchise Review.
A. Regular Review. The County may initiate periodic reviews of Grantee's Franchise
performance. Such reviews shall occur no more than once every three years beginning on
the third anniversary of the effective date of this Franchise. However, there shall be no
remedies or presumptions resulting from the County's failure to conduct any such
periodic reviews. Either County or Grantee may submit proposals for modification of
Franchise obligations during such review or at any other time during the term of the
Franchise;
B. Other Review. Nothing herein shall be construed to prohibit the County and the
Grantee from engaging in a continuous review of the performance of Grantee, and
County may initiate or Grantee request a public hearing on any issue related to
compliance with the Franchise or any Permit related thereto.
ARTICLE II� TERM OF FRANCHISE
This Franchise shall be in full force and effect, unless sooner terminated pursu�nt to the
Ordinance or the terms and conditions contained herein, for a period of ten years from the
Effective Date. In addition, the Grantee may terminate this Franchise at any time upon at
le�st thirty (30) days written notice to the County.
ARTICLE III -FEES AND CONSIDERATION
Grant County specifically reserves the right to exercise authority it has to annually fix by
ordinance a fair �nd reasonable compensation for the use of its property. If Grant County
elects to exercise such authority, Grantee will receive written notice ("Compensation
Notice") not less than 60 days prior to its effective date and provide an opportunity to
comment. Acceptance of Grant County's definition, terms, and/or formula identified in
the Compensation Notice will occur if the Grantee accepts in writing within sixty days of
receipt of the Compensation Notice; in which case the applicable ordinance th�t the Grant
County passes will be determin�tive. Rejection by the Grantee shall be deemed grounds
for termination of the Franchise. Any subsequently enacted compensation terms will be
applied on a competitively neutral and non-discriminatory basis, and in compliance with
county, state and federal laws.
ARTICLE IV -FACILITIES ABANDONMENT
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In the event that any Facilities are ab�ndoned and are no longer pllced in service for a
period of one hundred eighty (180) consecutive days or more, Grantee shall promptly
notify the County. Upon ninety (90) days written notice from the County, Grantee sh�tll
promptly remove such Facility or F�cilities and restore the Right-of-Way to its condition
prior to the pl�cement of the racilities, all at the Grantee's sole cost and expense.
Regardless of whether Grantee has notified the County of abandonment, in case of actual
abandonment the County may remove the facilities upon 90 days written notice and
grantee will be responsible for the costs of removal. If Grantee fails to remove the
Facilities 1nd restore the Right-of-Way as required by the County, the County shall be
entitled to remove the Facilities 1nd restore the Right-of-Way 1t Grantee's sole cost and
expense or accept the transfer of ownership of the same to the County, consent for which
tr�nsfer is hereby expressly given by Grantee. The County shall not exercise its option
hereunder to remove or transfer ownership of Facilities, unless �nd until the County first
gives fifteen (15) days prior written notice to Grantee to remove the Facilities. If Grantee
shall fail to remove the Facilities as required by the County, the County shall be entitled
to ramove the Facilities at Grantee's sole cost and expense. Grantee shall execute such
documents of title as will convey all right, title and interest in the event of transfer.
ARTICLE V - REPAIR AND REPLACEMENT OF DAMAGES
Grantee is responsible for locating and avoiding all utilities within the Right-of-Way or in
private property and is responsible for any costs to repair or replace any damage caused
by the construction or location of Facilities, to the sole satisfaction of the County to the
extent such damage is caused by and the fault of the Grantee.
ARTICLE VI—REIMBURSEMENT
Grantee shall reimburse the County within thirty (30) days after receipt of an invoice for
all reasonable amounts paid and costs incurred by the County in relation to this Franchise
for enforcement thereof. Except in cases of emergency, the County shall advise Grantee
of the cost thereof in advance of performing any worlc for which it will seelc
reimbursement from Grantee.
ARTICLE VII—DEFAULT
Grantee shall be in default under this Franchise upon the occurrence of any of the
following eve�its:
A. Grantee's violation of rnaterial terms or provisions of this Franchise, any applicable
County Code, or other any applicable Laws.
B. Grantee's failure to pay reimbursements for County-incurred costs relating to this
Franchise or the Fees or any other payments required hereunder when due, and such
failure continues for thirty (30) days after written notice is given to Grantee, provided the
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County shall not be required to give written notice more than twice during any twelve
month period. After notice has been given twice during any twelve month period, i
Grantee sh�ll be deemed to be in default, without the requirement of notice and the ;
opportunity to cure, for any subsec�uent �ailure to pay amounts due hereunder during the '
same twelve month period if such f�ilure continues for thirty (30) days after the same
becomes due.
C. Upon Gr�ntee's failure to perForm any other oblig�tion under this Franchise or
cure any failure of pei�formance within thirty days after notice of such failure or demand
for cure is given by the County to Grantee (or, if such failure of performance is not
curable within thirty days in the reasonable determination of County, if the defaulting
party fails to commence such cure within thirty days and fails to thereafter diligently
pursue such cure to completion).
D. Grantee becomes insolvent, liquidates, is adjudicated as batLkrupt, makes an
assignment for the benefit of creditors, invokes any provision of law for the relief of �
debtors, or initiates any proceeding seeking protection from its creditors. �
ARTICLE VIII - REMOVAL AND RELOCATION OF FACILITIES !
Section 1. Facilities Relocation. �
Upon the receipt of a demand by the County, within ninety (90) d�ys, or in the event of i
an emergency, upon such shorter notice period �s the County deems reasonable under the
circumstances, Grantee, 1t its sole cost and expense, shall remove or relocate any
Facilities, if and when the removal or relocation of such Facilities is made necessary by
the County acting pursuant to any lawful governmental or proprietary purpose, including,
without limitation, engaging in any lawful change of grade, alignment or width of any
Rights-of-Way in the County pursulnt to any concern regarding health, safety and
welfare, or in the installation or replacement of any street light pole.
Section 2. Relocation Costs.
Whenever the removal or relocation of Facilities is required under this Franchise or
otherwise by order of County, and such removal or relocation shall cause the Rights-of- �
Way to be damaged, Grantee, at no cost and expense to the County, shall promptly repair
and return the Rights-of-Way, in which the Facilities is located, to the same condition as �
existed prior to such worlc in the determination of County. If Grantee flils to comply with �
this requirement, then the County shall have the option of performing or causing to be �
performed such reasonable and necessary worlc and charge Grantee for the actual cost �
incurred by County. Upon the receipt of a demand for payment by the County, Grantee i
shall reimburse the County for such costs within ninety (90) days. �
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Section 3. Relocation for Third Parties. �
If during the term of this Franchise any person or entity other than Grant County �
(hereinafter "Third Party") requests the relocation of Grantee's Facilities to accommodate '
work within the Rights-of-W�y to be undertaken by or on behalf of such Third Party, and ;
the County determines that such relocation of Grantee's Facilities is in the public interest
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and is necessary, then the County m1y, in its discretion, gr�tnt such Third Party request. In
such event, upon written notice to the Grantee from the County, Grantee shall, at the
expense of the Third Party upon terms acceptable to Grantee, relocate its Facilities within
the Franchise Are� to accommodate the work of such Third Party.
ARTICLE IX—INSURANCE
Section 1. Insixrance Requirement. '��
A. Grantee shall maintlin throughout the term of the Franchise insurance in amounts 1t �I
least as follows: i
Worlcers' Compensation St�tutory Limits I
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Commercial Gener�l Liability [$1,000,000] per occurrence, �
Combined Single Limit (C.S.L.) !
[$2,000,000] Generll Aggregate �
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Auto Liability including coverage on [$1,000,000] per occuzrence C.S.L. ,
all owned, non-owned hired autos '�
Umbrella Liability I
Umbrella Liability [$1,000,000] per occurrence C.S.L.
B. The County shall be added as an additional insured, arising out of work performed by
Grantee to the above Commercial General Liability, Auto Liability and Umbrella
Liability insurance coverage.
C. The Gr�ntee shall furnish the County with current certificates of insurance evidencing
such coverage upon request. �
D. Coverage. Grantee shall maintain insur�nce in amounts as detailed in Subsection A
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(�tbove). Such insurance shall be kept in full force and effect by � Grantee during the
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existence of this Franchise and all renewals and extensions thereof and thereafter until of �
all Grantee's Facilities have been removed from the Right-of-Way should such removal
be required by the County or undert�ken by the Grantee, whichever is later, Any I
contr�ctors of Gr�ntee performing on behalf of Grantee pursuant to this Franchise shall
also be insured as required herein and name County as an additional insured. The limits �
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of liability can be satisfied by primary and umbrella insurance policies. �
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E. Failure to Procure. Grantee acicnowledges and agrees, by acceptance of this Franchise, I
that failure to procure or maint�tin the required insurance shall constitute a material i
breach of this Franchise and that the County may immediately suspend operations under
the Franchise, terminate the Franchise, or, at its discretion, procure or renew such
insur�tnce to protect the County's interests and be reimbursed by such Grantee for all
premiuins paid in connection therewith.
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Section 2. Mailing of Insurance Certificate.
The certificate(s) of insurance reflecting the above requirements and notices shall be
mailed to:
Jeff Tincher, Public Worlcs Director and County Engineer
Grant County Public Worlcs
124 Enterprise Street SE
Ephrata, WA 98823
ARTICLE X - COUNTY'S RIGHT TO ACT
In the event Grantee fails to perform any obligation, under this Franchise the County
shall have the right, but no obligation or duty, to talce action that Grantee has failed to
take, after giving at least thirty days' notice, in advance of taking such action, except in
the event of an emergency, as determined by the County, in which case no advance notice
shall be required. In the event County talces such action, Grantee shall promptly pay to
the County upon demand, the sum or sums expended or incurred by the County to take
such action. Any such action talcen by the County shall not by itself constitute a waiver
by the County of Grantee's default or the County's remedies on account of such default.
ARTICLE XI- TERMINATION OF FRANCHISE
Section 1. Termination.
This Franchise may be terminated upon a default hereof as provided in this Franchise. A �
termination of this Franchise because of Grantee's default shall not prejudice �ny other
remedy for breach of contract, damages, non-payment or otherwise, which the County
has under this Franchise or under law.
Section 2. Notice.
This Franchise inay be terminated by the County after notice and an opportunity to cure. �
Section 3. Time to Cure.
Upon notice of a violation or def�tult under this Franchise, Grantee shall have thirty days ,
in which to cure such violation or default. The time for Grantee to correct any violation,
default or liability, shall be extended by County if the necessary action to correct such
violation, default or liability is of such a natut•e or character as to require more than thirty
days within which to perform, provided Grantee provides written notice that it requires
more than thirty days to correct such violations or defaults liability, commences the
corrective action within the thirty days period, and there�fter uses reasonable diligence to
correct the violation, default, or liability.
Section 4. Removal.
Upon termination of this Franchise for any reason, subject to County's lien rights, as
provided by Washington law or other applicable laws, Grantee shall remove all of its
related Facilities, personal property, and any other improvements installed by Grantee
and restore a11 property to the same condition existing prior to usage by Grantee within '
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one hundred eighty (180) days following termin�tion. In the event Grantee fails to do so,
the County may remove Grantee's Facilities, personal property, and improvements and
charge Grantee the reason�ble expense of removal and restoration. Except as provided
herein, Grantee shall be deerned to have abandoned to the County at no cost or expense to
County any of its Facilities, personal property or other improvements which it has failed
to remove from the Rights-of-way within the one hundred eighty (180) days following
termination, unless such removal is prohibited because of the County's exercise of its lien
rights or unless the County grants in writing a longer period for removal. In the event of
an abandonment, the County may remove Grantees's Facilities, personal property and
improvements and charge Grantee the reasonable expense of removal and restoration.
Grantee shall further reimburse to the County pursuant to Article VI for all costs of
cleanup associated with any lealcage or contaminition from such f�cilities whether such
lealcage or contamination occurs prior to or in the course of such removal. �
ARTICLE XII- GENERAL TERMS
Section 1. Reports and Records of the Grantee.
Repot•ts Required. Grintee shall supply, upon request �nd at no cost, any information,
including maps requested by the Board of County Commissioners or the County
Engineer, as it relates to the physical aspects of Grantee's facilities in the Rights-of-Way.
Said information may be requested in hard copy and/or electronic format compatible with
County's databases, including a GIS system if compatible with Grantee's existing system. �
Section 2. Enforcement and Administration by Coi�nty.
The County shall have continuing regulatory jurisdiction �nd supervision over the
occupancy of the Rights-of-Way pursuant to this Franchise, and may from time to time
adopt such reasonable rules and regulations as it may deem necessary; provided th�t, any
County permits or approvals for Facilities shall be governed by the applicable County
ordinances, rules, and regulations in effect at the time Grantee submits a complete
application for such permits and other approvals. ;
Section 3. Failure to Enforce.
The Grantee shall not be excused from complying with any of the terms and conditions of
this Franchise by any failure of the County upon one or more occasions to insist upon or
to seelc compli�nce with any o�such terms or conditions. �
ARTICLE XIII—INSPECTION
The County maintains the right to inspect and approve of, at Grintee's expense, all of
Grantee's facility installations in the Rights-of�Way for ROW management and life-
safety issues, but not including the visual or aesthetic impacts of any f�cility for which a '�
valid zoning permit has been issued. In addition, the County Engineer may require
Grantee to furnish certification from Grantee's engineer (so long as such engineer's I;
certifications are accepted by the Washington State Dep�rtment of Transportation or the
Federal Rural Utilities Service and if such certifications are not so acceptable, then by an "!
independent, qualified engineer) that the F�cilities are constructed and operated in Ij
u
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accordance with good engineering practice and are reasonably secure �gainst d�mage and
injury.
ARTICLE XIV - PERMITS, INITIAL SERVICE AREA
AND CONSTRUCTION STANDARDS
Section 1.Initial Service Area and General Standards.
A. Permits. Grantee shall apply for a construction Permit and all related work permits
prior to beginning any work in a public way or Right-of Way generally including the
opening of any street in the County. No work, other than emergency work, shall
commence without such Permits. Emergency repairs shall be made immediately with
notice to the County no later than five business days after the repair is initiated. Grantee
shall further comply with construction standards, construction codes, utility Right-of-
Way permits, and applications.
B. Planning. The Grantee and the County shall make reasonable good faith efforts to
advise each other of plans 1nd programs, both long and short range, for the placement of
Facilities in Rights-of-Way, and other public property which might affect the other party
or require its coordination.
C. Limited Access. The County reserves the right to limit or exclude Grantee's access to a
specific route, public right-of-way, o� other location when there is inadequate space, a
p�vement cutting moratorium, unnecessary damage to public property, interference with
County utilities, or for any other reason determined by the Board of County
Commissioners, or the County Engineer to be necessary for management and
preservltion of the Rights-of-Way.
D. Facilities Placement. Grantee shall obtain a Permit for each separate Facility requiring
work or construction in public Rights-of-Way or other public property, and shall comply
with all terms of such Permit(s). Additionally, the siting of all of Grantee's Facilities
located within the Right-of-Way shall comply with the zoning code and development
regulations and construction-related permits, e.g., building, electrical, etc., in effect at the
time of the submittal of a complete application to the designated county department,
which control development on property contiguous to that portion of any right-of-way on
which Grantee proposes to site Facilities. Grantee's Facilities may require additional
project perinits and approvals under County land use codes and development regulations.
�. Addition�l Accommod�tions. In addition, the Board of County Commissioners may
determine, in the exercise of reasonable discretion, when and where reasonable '
accommodations shall be made by Grantee to the County for public needs or, where
requested, other third party needs, how such accommodation should be made, and a
reasonable apportionment of �ny expenses of the same; PROVIDED, that this Franchise
creates no third party beneficial interests or enforceable contractu�l right to require the
County to order such accommodation. Notwithstanding the foregoing, it remains the
responsibility of the Grantee to anticipate and avoid conflicts with other right-of-way
occupants or users, other utilities, franchises or permitees.
Order and Resolution Gr�nting Franchise- 11 1341473 12/16/2014 02:4$ PM FRRNC
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Section 2.Undergrounding. '
In those areas of County where the transmission or distribution facilities of the local ,
exchange carrier and/or the electric utility are underground, or hereafter place
underground, Grantee shall lilcewise construct or relocate, operate and maintain that �
portion of its Facilities in the lrea underground upon County approval. Further, consistent i
with any general municipal undergrounding policy or program now or hereafter i
developed, the County m�y require Grantee's participation in municipally imposed
undergrounding or related requirement. Grantee agrees to coordinite its underground �
installation and planning activates with the County's underground plan and policies. Such
undergrounding in any event shall be at Grantee's expense.
ARTICLE XV - INDEMNIFICATION i
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Section 1. Indemnification. �
The Grantee agrees to defend, indemnify, and hold harmless Grant County, its appointed �
and elected officers and employees, from and against all damages, losses and expenses,
including reasonable attorneys' fees and costs of suit or defense, arising out of, �esulting
from, or alleged to arise out of or result from the acts, omissions, failure to act, or ;
misconduct of the Grantee or its affiliates, officers, employees, agents, contractors, or �
subcontractors in the construction, operation, mainten�nce, repair, or removal of its i
facilities and in providing or offering services over the Facilities, or from physical contact
with facilities or supporting structures, whether such acts or omissions are authorized, �
allowed, or prohibited under this Franchise or the Ordinance. i
If the claim, suit, or action for injuries, death, or damages as provided for in the preceding i
paragraphs of this contract is caused by or results from the concurrent negligence of �
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(a) The indeinnitee or the indemnitee's agents or employees and �
(b) The indemnitor or the indemnitor's agents or employees, the indemnity provisions
provided for in the preceding paragraphs of this contract shall be valid and enforceable �
only to the extent of the indemnitor's negligence. �
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Grantee specifically and expressly waives any immunity under Industrial Insurance Title �
51 35 RCW, and acknowledges that this waiver was mutually negotiated by the parties
herein. �
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Section Z. No Responsibility for Loss. ;
The County shall not be responsible for any damages, losses, or liability of any kind
arising from the issuance or approval by the County of a permit, license, or franchise to ,
any third party. ;
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Section 3. Breach. '
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The waiver of any breach or violation of any Provision of this Franchise shall not be �
deemed to be a waiver or a continuing waiver of any subsequent breach or violation of i
the same or any other Provision of this Franchise. �
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Section 4. Intervention. i
If the County otherwise has the right to intervene, Grantee expressly acicnowledges and !
agrees, by acceptance of this Franchise, not to oppose such intervention by the County in �
any suit or proceeding to which the Grantee is a party related to the Franchise. '
ARTICLE XVI—BONDS �
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Section 1. Bond Requirement.
During construction of new or additional facilities in the rights-of-way, Grantee, or its
contractor, shall furnish a Bond equal to at least 100°Io of the estimated cost of restoring �
the rights of way to substantially the same condition as existed prior to Grantee's �
construction, or such other amount as may be determined to be appropriate by the County �
Engineer fot•the particular class of worlc being permitted, i
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Section 2. Rights Cumulative. ,
The rights reserved by County with respect to the Performance Bond are in addition to all �
other rights County may have under this Frinchise or any other law. County may, from I
year to year, in its sole discretion,reduce the amount of the bond. I
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Section 3. Time to Cure.
Upon notice of a violation under this Franchise, grantee shall have thirty days in which to
cure such violation. The time for Grantee to correct any violation, default or liability,
shall be extended by County if the necessary action to correct such violation, default or
li�tbility is of such a nature or character as to require more than thirty (30) days within �
which to perform, provided Grantee provides written notice that it requires more than {
thirty (30) days to correct such violations or liability, commences the corrective action �
within the thirty days period �nd thereafter uses reasonlble diligence to correct the I
violation, default or liability. ;
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Section 4. Franchise Terrnination Costs or Damages. I
In the event this Franchise is canceled or terminated by reason of default of the Grantee I
or otherwise revolced, County shall be entitled to collect form the Bond that amount �
which is attributable to any damages sustained by County. The Grantee, however, shall �
be entitled to the return of such Bond, or portion thereof, as remains nine (9) months after ;
the expiration of the term of the Franchise. '
Section 5. Performance Required. '
Neither the Provisions of this Section nor any bond accepted by the County pursuant
thereto, nor any damages recovered Uy the County thereunder shall be construed to ;
excuse faithful performance by a Grantee or limit the liability of a Grantee for damages, �
to the full amount of the bond. The rights reserved by the County with respect to the �
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bonds herein are in �ddition to all other rights and remedies the County may have under
this Franchise or any other 11w.
Section 6. Change in Sarety.
If, at any time during the terin of this Franchise, the condition o� the corporate surety
shall change in such a manner as to render the bond unsatisfactory to Gr�nt County, the
Grantee shall replace such bond by a bond of lilce amount, similarly conditioned, issued
by a corpor�te surety s�tisfactory to the County.
ARTICLE XVII- PROOF OF INSURANCE
Grantee sha11 furnish proof to the Board of County Commissioners that a satisfactory
insurance policy and bonds have has been obtained. A certificate of insurance and the
Bond, along with written evidence of payment of the required premiums, shall be filed
and maintained with the Board of County Cornmissioners.
ARTICLE XVIII-ASSIGNMENT OR TRANSI'ER OF GRANT
AND FRANCHISE RENEWAL
Section 1. Transferee Must Be Signatory.
In no event shall a transfer, assignment, or disposal of ownership or control be effective
without the transferee acknowledging the obligations under the Order and Resolution,
becoming a signatory to this Franchise and �ssuming all rights and obligations heraunder,
and assuming all other rights and obligations of the transferor to the County.
Section 2. Franchise Renewal.
In the event Grantee desires to renew its franchise hereunder, Grantee shall, not more
than 180 days nor less than 90 days before expiration of the current franchise, file an
application with the County for renewal of its franchise which shall include the following
information: '
A. The applicable information required pursuant to the franchise.
B. Any other information required by the County consistent with federal law. '
ARTICLE XIX—MISCELLANEOUS
Section 1. Previous Rights Abandoned.
This Franchise supersedes any and all other rights, privileges, powers, immunities, and '
�uthorities owned, possessed, controlled, or exercisable pursuant to any previous
Franchise granted to Grantee in the County. �
Section 2. Severability.
If any section, subsection, sentence, clause, phrase, or portion of this Franchise is for any
reason held to be invalid or unconstitutional by any court or administrative agency of
competent jurisdiction, such portion sh�ll be deemed a separate, distinct, and independent
provision and such holding shall not aI'fect the validity of the remaining portions thereof.
In such event, the parties mutually agree to malce any amendments to this Franchise or !
;�
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other applicable agreements necessary to effectuate the intention of this Franchise. In the
event that such �mendments are b�rred by any legal requirements governing any party,
the parties shall use their best efforts to otherwise avoid prejudice to the respective
parties' interests, and to implement changes to effectu�te the intent in entering into this
Fr�nchise. Should the County, in its sole discretion, determine that the severed portions
substanti111y alter the Franchise so that the original intent 1nd purpose of this Franchise
no longer exists, the County rnay, in its discretion, terminate this Fr�nchise without cost
or penalty.
Section 3.Applicable Law.
The Franchise is governed by the Laws of the State of Washington, and venue for any
enforcement litigation shall be in Grant County Superior Court. In c�se of conflict or
ambiguity between this Franchise and Grantee's Request or Application, this Franchise
shall be controlling.
Section 4. Effective Date.
The Provisions of this Franchise sh�tll be eFfective upon the written acceptance of this
Franchise by the Grantee, signed by its proper officers, and filed with the Clerk of the
Board of County Commissioners within thirty days of execution of the Franchise, and
recorded with the Grant County Auditor in accordance with RCW 36.55.080.
Section 5. Lirnitation.
Unless explicitly stated in the Franchise, nothing in this Franchise shall be construed or
interpreted in any manner as limiting, relinquishing, or waiving any rights of ownership
enjoyed by the County in any Rights-of-Way or �ny Public Facilities, or in any manner ,
limiting, relinquishing, or waiving the County's control over the operation and
maintenance of the Rights-of-Way or any Public Facilities or in any manner limiting,
relinquishing, or waiving lawful governmental rights that the County possesses.
Section 6. Non-Waiver.
Excuse by the County of strict performance o� any Provision of this Franchise shall not
be a waiver or prejudice the County's right to require strict perforinance of the same or
any other Provision in the future.
Section 7. Integration.
This Franchise contains the entire understanding between the parties with respect to the
subject matter herein. There are no representations, agreements, or understandings
(whather written or oral) between or among the parties relating to the subject matter of
this Franchise which are not fully expressed herein. The Franchise and all Exhibits
referred to in this Franchise, and any addenda, attachments, and schedules which may,
from tirne to time, be referred to in any duly executed amendment to this Franchise, are
by such reference incorporated in this Franchise and shall be deemed to be a part of this
Franchise.
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Section 8. Franchise Subject to Futnre Ordinance(s).
Grantee acicnowledges that the County may develop additional rules, regulations, and
specil'ications for the use of the Rights-of-Way and/or Public F�cilities, �nd Grantee
agrees that such rules, regulations, 1nd specifications, when finalized and to the extent
not preempted by federal or state law, shall govern Grantee's activities hereunder as if
they were in effect at the time this Franchise was executed by the County; provided that,
no subsequently enacted rule, regulation, or specification, may retroactively place
Grantee in violation thereof. �
Section 9. No Warranties.
Grantee shall be responsible for obtaining all necessary approvals, authorizations, �nd ,
agreements from any party or entity and it is acknowledged and agreed that the County is '
making no representation, warranty, or covenant whether any of such approvals, ,
authorizations, or agreements are required or have been obtained by Grantee from any
Person or entity.
Section 10. Recording.
This Franchise shall be recorded with the Grant County Auditor as provided in RCW
36.55,080. The Provisions and terms of this Franchise are agreed to and hereby accepted.
County and Grantee each respectively represent th�t their signatory is duly authorized
and has full right,power and authority to execute this Franchise.
Section 11. Acceptance.
The Grantee shall provide full acceptance of this Franchise and all its terms and I
conditions, by filing a signed copy of the Franchise with the designated Clerlc of the �
Board of County Commissioners County. This requirement shall be a condition precedent '
to the Franchise talcing effect. If Grantee does not provide a signed copy of the Franchise �;
as set forth in this Section, this Franchise shall be null and void. ;
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Section 12. Authorization. �
The undersigned respectively represent and warrant th�t its signatory is a duly authorized
and empowered to sign this Franchise Agreement.
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NOW, THEREFORE, BE IT HEREBY RESOLVED THAT
DATED this�day of �f� � , 2014.
BOARD OF COUNTY COMMISSIONERS
GRANT COUNTY,WASHINGTON
d�
Car n�Swartz, Chair �
�l
R' • rd Steven Vice Chair
)
Cin y Cart r, Member
ATTEST:
- �
, Cl rk of the Bo d
_.� NCONDITIONA AC TANCE
BY FRANCHISEE:
I, the undersigned official of Zayo Group, LLC„ am authorized to bind Zayo Group, LLC
and to unconditionally accept the terms and conditions of the foregoin �anchise
Resolution and Order which are hereby accepted by Zayo Group, LLC this �� day of
N mv�b�►'"" , 201�I
FRANCHISEE- Zayo Group, LLC �'�WI�N��.I�{�ApLi�°R�pRLEDG�
���°�1�iY PUBLI�
By: _ . �'���°�+��c0�.���D�
Narne; 1✓T! ��'��r��'����144015146
eu� C��f �v.✓1�1� I���'1Wi�a���i���+IRES AF'�81�07,2t�1S
Title: AsS�,c�
Subscrib�d and sworn to before me this U�day of /l�C)U��"►'�II')�" , 20�
�L�.�� �Gl✓L!��% � .�.. �C�"�c�n-�' ��li�.
Received on behalf of the COUNTY this�day of "1i���u� , 20�
Na �t� �`'
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Titl v��"�1�. �s a-- �
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