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HomeMy WebLinkAboutFranchise - BOCC1486986 05/31/2023 01:52 PM Fag FRANC I f 19 R 221.50 BOARD OF COMMISSIONERS Cran! co, WA IIIIIII III VIII II I I II VIII IIII III I IIIIII III IIII'll l VIII IIIIII III VIII VIII IIII I II 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. Public Utility District No. 2 of Grant County (PUD) 2. 3. 4. 5. Additional grantees on page Legal description (lot, block and plat name or section, township &range): The franchise boundaries are all Sections, Townships, Ranges, County Roads, Right of Ways and undeveloped Right of Ways in the jurisdiction of Grant County. 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 Public Utility District No. 2 of Grant County, Washington and Grant County, Dated 03/01/2023. INDEX OF TERMS AND CONDITIONS OF FRANCHISE 1. Scope and Duration 2. Definition of Terms 3. Permits, Plans, and Specifications 4. Performance of Work 5. Aesthetic/Scenic Considerations 6. Maintenance of Facilities 7. Hazardous Wastes, Substances 8. Relocation 9. Non-Exclusive/Other Occupants 10. Insurance and Security 11. Hold Harmless and Indemnity 12. Reservation of Police Power 13. Applicable Laws 14. Eminent Domain, Powers of the People 15. Annexation 16. Vacation 17. Termination 18. Assignment 19. Effective Date 20. Severability 21. Limitation of Liability 22. Hazardous Conditions 23. Notices 24. Governing Law and Stipulation of Venue 1. Scope and Duration Public Utility District No. 2 of Grant County, Washington its successors an `� '� � d assigns (hereinafter called Grantee) are hereby granted a franchise to set erect install, place, lay, construct, extend, support, attach, connect, maintain repair, replace, enlarge, p p operate and use (type of utility or installation of overhead and/or underground ' g electrical distribution line(s) with multiple conductors includingappurtenant signal lines, pp g nes, poles, wires, cables, anchors, guys and appliances necessary or desirable in connection with said distribution lines; and (2) to construct, reconstruct, operate, patrol, maintain p � p and remove communication, fiber optic, telecommunication, telephonic, television, telecom utin or p g� any other communication or cable facilities, equipment, or other devices in upon, over and under the following described land located in Grant Count Washington) y� g ) (choose type of installation) (in, upon, over, under, along, across and through) g) the Grant County 1486986 05/31/2023 01:52 PM FRANC Pag Z 1' 19 R 221.50 Grans Co, Wp BO RRO OF COMMISSIONERS IIIIIII 111I II I III VIII I II I III II VIII VIII IIIIII VIII VIIII II roads and rights of -way falling within the area described on the attached Appendix 1 (such roads and rights-of-way being hereafter referred to at times as the "Franchise Area"), for a period of fifty (50) years, all in accord with the granting this Franchise all .. g g , applicable provisions of Grant County Utility Accommodation Policy, Codes an . y, d Ordinances, whether specifically referred to or not, and this Exhibit A•rovided that, t, notwithstanding the County's continued right to enact codes and ordinances in the event of any conflict or inconsistency of such codes and ordinances with the terms an conditions of this Franchise (including, without limitation, this Exhibit A the terms and conditions of this Franchise shall govern and control. 2. Definition of Terms COUNTY COUNTY COMMISSIONERS COUNTY ENGINEER COUNTY ROAD STANDARDS COUNTY UTILITY POLICY FRANCHISE GRANTEE MANUAL ON UNIFORM TRAFFIC CONTROL DEVICES (MUTCD) MAP OF DEFINITE LOCATION — for new construction not pre-existing facilities. Grant County. Grant County Commissioners. Grant County Engineer The policy titled "Grant County Minimum Road Standards for Developments" or the -policy's successor. The policy titled "Accommodation of Utilities on County Road Right of Way for Grant County" approved by the County Commissioners February 9, 1998 or the po icy's successor. The terms and conditions of this franchise agreement, as set forth in this Exhibit A. In accordance with RC W 3 6.5 5 and RC W 80.32. Public Utility District No. 2 of Grant County, Washington, its successors and assigns, and any other person named in any permit as permittee, and any successor to any rights or interests of a permittee under a permit or in property installed on the right-of-way pursuant to a permit. Latest edition of the MUTCD, Manual on Uniform Traffic Control Devices for Streets and Highways, U.S. Department of Transportation, Federal Highway Administration. Construction plans; plans and specifications; design standards and specifications. 1486986 05/31/2023 01:32 PM FRANC Page3 f 19 R 221.50 Gran! Co, BOFRD OF COMAISSIONERS WA V III III IIIIIII VIII VIII I III I III II VIIIVIII IIIIII VIII VIIII II PERMIT A document includinglicense any , permit, or franchise, authorizing specified use of county rights-of-way and granted under the provisions of this franchise and (county code). RESTORATION A general term denoting replacing, repairing, or otherwise restoring the right-of-way to same or equal condition as before any change or construction began thereon. RIGHT-OF-WAY All property falling within the area described on the attach ' ed Appendix 1 in which the County has any form of ownership or title and which is held . p d for public road, right-of-way or other publicu oses regardless o p � � g f whether or not any road or facility exists thereon or whether or not it is used, improved, or maintained for public travel. ROADWAY The portion of the right-of-way, within the outside limits o Y f the side slopes (shoulder to shoulder) or between curb lines, used for vehicular travel. TRAFFIC A general term more specifically defined in the MUTCD. CONTROL 3. Permits, Plans, and Speciricati®ns A. Prior to commencing any work within the Franchise Area on any county road or right- of-way, the Grantee shall comply with and obtain all necessarypermits p to do such work. Permits required may include, but are not limited to Work in the Right -of -Way Permits, Approach Permits, Conditional Use Permits, Haul Road Permits and/or any other County, State or Federal Permit required. Refer to the Grant Co Utility County Utility Accommodation Policy, Comprehensive Plan and other CountyDevelopment velopment Regulations for necessary county permitting. Work in the Rig -ay permits will require at a minimum plans and specifications ht-ofW� p showing: the position, depth, and location of Facilities to be constructed' within the Franchise Area at that time and their positions in relation to an involved y co unty road and their locations within the right-of-way. Theselans all drawn to scale p � shall be own as the "map of definite location". Specifications will include class and type yp of materials and equipment to be used, manner of excavation, construction install and backfil • anon, 1, location of temporary and permanent structures to be erected; description p on of road facilities which will be disturbed andon, lans for their restorati • p traffic 1486986 05/31/2023 01:52 PM FRANC Peg 4 f 19 R 221.50 Grant Co, Wp BORRD OF COMMISSIONERS IIIIIII 111I I II II1 VIII I II I III II VIII VIII IIIIII VIII VIIII II controls; traffic turnouts and detours; road obstructions; and such other details as are required by the County Engineer.. Grantee shall pay all costs and expenses incurred by the County in reviewing plans and specifications, as and to the extent required by applicable provisions of the Grant County Utility Accommodation Policy. 4. Performance of Work A. No work on any County road or right-of-way shall be commenced until all necessary permits have been obtained and a set of plans and specifications reviewed approved, pp ved, and endorsed by the County Engineer, has been returned to the Grantee. All work shall be performed in accordance with the approved plans and specifications pp p p cations and shall be subject to inspection and incremental approval by the County Engineer. Grantee shall pay all reasonable costs and expenses incurred b the County ty in inspecting and approving the work, as and to the extent required b q y applicable provisions of the County Utility Policy. Grantee shall remain solei responsible y p e for compliance with all applicable laws, regulations, codes, and standardlans p and specifications in the design and construction of Grantee's Facilities within the Franchise Area. The Grantee shall notify the CountyEngineer at a minimum g of 48 hours prior to starting any construction activity. If and to the extent Grantee reasonably determines that action on Grantee's part is necessary to respond to an emergency situation involving Grantee's Facilities within the Franchise Area, and such action would otherwise require the notice specified above, the County hereby waives the requirement that Granteeive such notice tice as a prerequisite to undertaking such activity; provided, however, Grantee shall notify fy the County Engineer, verbally or in writing, as soon as practicable and no later than . p an 24 hours following the emergency if the roadway shoulders embankment or c . , . , � cut slopes, or drainage facilities are disturbed. B. Grantee's Facilities within the Franchise Area shall be laid in exact conformance with the map of definite location except where deviations are allowed in writing by the County Engineer pursuant to application by Grantee, in which case Grantee shall file a corrected map of definite location. C. Any work which disturbs any soil, surface, or structure of an Count road - y y or right- of-way shall be controlled by applicable design standards and specifications of the County, and applicable provisions of the Grant Count Accommodation of ' . Y Utility Policy and d S Road oatandards. Grantee, at its expense, shall restore such p � surface or other facility to at least a condition the same as it was in immediate) prior to y p 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 o p f the Grantee, all work necessary to render any County road or right-of-waysafe h w ere a 1486986 05/31/2023 01:52 PM FRANC Pag 5 f 19 R 221.50 Gran! Co, WR BO RRO OF COMMISSIONERS IIIIIIII II I III VIII I II 111 III II VIII VIII IIIIII VIII VIIII II condition which is dangerous to life, health, or property is created b Grantee y 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 q red in this paragraph, but in each case only if Grantee does not promptly take corrective action after receiving written notice from the Count Engineer regarding Y g g g such condition or failure. D. All work within the Franchise Area shall be done in accordance with the current County standards in a thorough, professional, and workmanlike manner with minimum interference in public use of the county road. Where any work includes s opening of trenches and/or ditches and/or tunneling under a county roador right-of- way, way, Grantee shall take all reasonable precautions necessary to rotect and guard the public ' p p c from any condition caused by the work. Grantee shall conform to the MUTCD including J directing traffic, signs, and barricades. Subject to Section 8 below, and specifically the rights of Grantee with respect to third parties under Section 8(C), any line, pole or other facility of Grantee is located that, in the opinion of the County unty Engineer, any hazard to travel of the public is created, Grantee shall relocate the line pole, or other facility at its expense upon request of the Count Engineer. Gr shall Y g Grantee' be liable for any damages, including any costs incurred b the County . y ty in remedying any failure to provide adequate traffic controls androtection to members ers of the public and their property. E. Before any work which may affect any existing monuments or markers of any nature relating to subdivisions, plats, roads, or other surveys is performed b Grantee ' . p y 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 ed during Grantee's operations under this Franchise. The method of referencing monuments or other points to be referenced shall be approved b the Count Y e y Engineer.* The replacement of all such monuments or markers disturbed during construction shall be made as expeditiously as conditions permit and as directed b p Y the County Engineer. The cost of monuments or markers lost destroyed, or disturbed urbed, and the expense of replacement of approved monuments shall be borne by the Grantee. A complete set of reference notes for monument and other ties shall be fled with the County. s G. All work undertaken by Grantee within the Franchise Area shall beerformed p by the Grantee in compliance with all applicable Federal, State and County laws, regulations, and policies (including., without limitation, applicable environmental pp and land use laws and regulations); provided that, notwithstandingthe County's con ty tinned right to enact codes and ordinances under the Grant Count Utility Accommodation . Y ty dation Policy, in the event of any conflict or inconsistencyof such codes and ordinances ances with the terms and conditions of this Franchise (including, without limitation,this Exhibit A), the terms and conditions of this Franchise shallg overn and control. 1486986 05/31/2023 01:52 PM FRANC Pag 6 f 19 R 221.50 Gran! Co, WA BO RRD OF CO%MISSIONERS II I I III I I I I I I I VIII I I I I II I II I I' VIII I I I III VIII VIII I II 5. Aesthetic/Scenic Considerations A. If Grantee intends to use pesticides within the Franchise Area to control or kill weeds and brush in scenic areas, prior approval must be granted by the County at least annually (which approval shall not be unreasonably withheld or delayed). The County may limit or restrict the types, amounts, and timing of applications if a significant negative impact on the aesthetics of the area is anticipated, provided such limitations or restrictions are not in conflict with State law governing utility right-of-way maintenance. B. Refuse and debris resulting from the installation or maintenance of the Facilities by Grantee shall be promptly removed once the work is completed. 6. Maintenance of Facilities The County will not assume responsibility for damage to the Grantee's property . p p y and various objects that are placed in county roads and rights-of-way. The Grantee will maintain its above -ground Facilities within the Franchise Area so as not to unreasonably interfere with county maintenance or free and safe passage of traffic if so allowed by Grant County. 7. Hazardous wastes Substances Grantee agrees that it will not negligently or intentional) cause the release of any y hazardous substance, waste, or pollutant or contaminantas defined b a � Y applicable pp law) into or upon any County road or right-of-way in violation of any state or federal law with respect thereto. Grantee shall notify the County and the State Department of Ecology in p gY writing of any such illegal release. Grantee shall be completely liable for an and p Y y all consequences of such illegal release, including liability under any federal or state statute or at common law. Grantee shall indemnify and hold the county harmless, asp rovided in paragraph 10, from any and all liability resulting from such an illegal release and shall have full responsibility for completely cleaning up, as required b q y any government nment agency, any and all contamination from such release. The County shall be entitled to full contribution for all costs incurred by it as the result of an release of such materials Y by Grantee in violation of any state or federal law. Upon an such illegal release of Y g a hazardous substance by Grantee, the County may give immediate notice of termination of this Franchise or enter the Franchise Area and take whatever steps it deems appropriate p to cure the consequences of any such release, all at the expense of the Grantee but only i • � Y f Grantee does not promptly take corrective action after receiving written notice from t . g he 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 1486986 05/31/2023 01:52 PM FRANC Pace 7 of 19 R 221.50 Crani Co, WA BOARD OF C011MISSIONERS IIIIIIIIIIIIIII III 111 I II III IIIA I II 111 III II VIII VIII IIIIII VIII VIIII II County road or right-of-way to be constructed, improved, relocated, realigned, g ' or otherwise changed within the Franchise Area; including traffic controls, drainage, and g illumination; or if any part of such road or right-of-way becomes a state highway and g Y relocation or readjustment is directed by the State Director of Transportation so as to p reasonably necessitate relocation of any Facility of the Grantee on such road or right- of-way within the Franchise Area (in any case for purposes other than those described in Section 8(C), below), the County will: (a) provide Grantee, within a reasonable time prior to the commencement of the road or right-of-way project, written notice requesting the relocation; and (b) provide Grantee with reasonable plans, timetables and specifications for such road or right-of-way project. After receipt of such notice and such plans, timetables and specifications, Grantee shall relocate such Facilities within the Franchise Area at no cost to the County. Y B. The County Engineer shall have the final approval of the relocation schedule. Grantee shall be responsible for timely compliance with Facility relocation and coordinate with the County or the County's contractor. The construction, operations, maintenance, and repair of Grantee's Facilities authorized by this Franchise shall not preclude Grant County, its agents, or its g 9 contractors from blasting, grading, excavating, or doing necessary road work contiguous to the said Facilities of the Grantee, provided that the Grantee shall be given forty-eight (48) hours notice of said blasting or other work, and provided further that the foregoing shall be subject to all other provisions of this Franchise and shall not substantially or unreasonably impair the rights granted to Grantee under this Franchise. C. Whenever (a) any public or private development within the Franchise Area other than a public right of way improvement of the type described in Section 8(A), above requires the relocation of Grantee's Facilities within the Franchise Area to accommodate such development; or (b) the County requires the relocation of Grantee's Facilities within the Franchise Area for the benefit of any person or entity other than the County, then in such event, Grantee shall have the right as a condition g of such relocation, to require such developer, person or entity to makepaY ment to Grantee, at a time and upon terms acceptable to Grantee, for any and all costs and expenses incurred by Grantee in the relocation of Grantee's Facilities. D. Any condition or requirement imposed by the County upon any person or entity,other than Grantee, that requires the relocation of Grantee's Facilities shall be a required relocation for purposes of Section 8(C), above (including, without limitation any condition or requirement imposed pursuant to any contract or in conjunction with J approvals or permits for zoning, land use, construction or development). 1486986 05/31/2023 01:52 PM FRANC Pa g 8 f 19 R 221,50 Gran! Co, WA 80 RD OF COMMISSIONERS 1111111111111111111111111111111111111111111111111 II VIII VIII IIIIII VIII MIDI II E. Nothing in this Section 8 shall require Grantee to bear an cost expense in Y or connection with the location or relocation of any Facilities then existing pursuant to easement or such other rights not derived from this Franchise. 9. Non-Exclusive/Other Occupants A. This Franchise is not exclusive. It shall not prohibit the County from granting of . tY g g her franchises or permits for use of any County roads or rights -of -ways arts thereof. . g Ys or p f. Subject to this Franchise, Grantee shall not prevent or prohibit the County from constructing, altering, maintaining, or using any of said roads or rights-of-way, g Y, or affect its jurisdiction over them or any part of them, the County having full power to make all necessary changes, relocations, repairs, maintenance, etc. of the same as the County may deem fit. B. All installation, operation, maintenance, and repair b the Grantee of its Facilities Y on any county road or right-of-way within the Franchise Area shall be done so as not to unreasonably interfere with installation, construction, operation, maintenance, or repair of other utilities, drains, ditches, structures, or other improvements permitted , p upon such road or right-of-way, subject to the preference and priority rules set forth below. Owners, public or private, of any such facilities installed prior to construction and/or installation of the Facilities of Grantee, shall have preference as to positioning and location of such facilities. Likewise, Grantee's Facilities shall havep reference as to positioning and location over any such other facilities that are installed after the construction and/or installation of the Facilities of Grantee. Suchp reference shall continue if relocation is required as a result of an construction relocation, , realignment, and/or change of grade by the County. 10. Insurance and Security A. For the period after the assignment of this Franchise to the UtilityAssignee un g der Section 18, below, the following insurance provisions shall apply: 1 : Prior to the effective date of this franchise and during its life, the franchisee shall obtain and maintain continuously liability insurance necessary to comply with the hold hat7nless agreement herein with limits of liability not less than: $2,000,000.00 per occurrence The County Engineer may further determine that Business Auto LiabilityInsurance ce may also be required. Such insurance shall include Grant Count its officers, elected officials, y' cers ' cals, 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 Y , provision for additional insured, shall include a "Cross LiabilityEndorsement", , "Severability of Interests", or "Separation of Insureds"rovision indicating: p g 1486986 05/31/2023 01:52 PM FRANC Paye 9f 19 R 221.50 Grant Co, WA BOARD OF COMMISSIONERS IIIIIIII II I III VIII I II I III II VIII VIII IIIIII VIII VIIII II "The inclusion of more than one insured under this policy shall not affect t . p Y he rights of any insured as respects any claim, suit, or 'ud ment made or brought J g g by or for any other insured or by or for any employee of an other insured. The he policy shall protect each insured in the same manner as a though separate of g p policy had been issued to each except that nothing herein shall operate to increase p the company's liability beyond the amount or amounts for which the insurer would have been liable had only one insured been named." All insurance policies will be issued on an occurrence basis. Claims made policies are unacceptable. Grantee shall maintain coverage for the duration of this Franchise. 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 all conditions and requirements of insurance stated in this clause 10.A shall be satisfied prior to commencement of construction. All insurance documentation shall be submitted and reviewed by the Grant County .Risk Manager prior to commencement of construction. The County may require additional bond, deposit or securityprovided in the as p Grant County Accommodation of Utility Policy. Acceptance b the Count of an Y y y work performed by the Grantee at the time of completion shall not be aground d for avoidance of this covenant. In lieu of the insurance requirements set forth in this Section 10 Grantee may y self - insure against such risks in such amounts as are consistent withood utility practice g Y and the per occurrence minimum of $2,000,000.00. Grantee shallrovide the County ounty with a self-insurance letter as evidence that Grantee maintains a self-insurance program. 11. Hold Harmless and Indemnity A. The Grantee shall defend, indemnify and hold harmless the Count its appointed . y, pp ted and elected officials, agents, and employees, against all third art claims loss . , , party es, suits, actions, costs, counsel fees, litigation costs, expenses, damages, judgments, or decrees on account of any injury or damage to the person or property of another, to the extent such injury or damage is caused by the negligence, willful misconduct, duct, or from any breach of any common law, statutory or other delegated duty pursuant g y p t to this Franchise of Grantee, Grantee's employees, agents, or subcontractors in exercising rights ranted to Gran 9 casing the ri g g tee in this Franchise. B. For the avoidance of doubt, for those provisions of this Franchise which a court of competent jurisdiction determines are subject to RCW 4.24.115, then in the event o g damages arising out of bodily injury to persons or damage toproperty cau sed by or resulting from the concurrent negligence of the County, its appointed and elected tY pp officials, agents or employees, and the Grantee or the Grantee's agents or employees, ployees, the Grantee's liability to hold harmless and indemnifythe County is enforce ty able only to the extent of the Grantee's negligence. 1486986 05/31/2023 01:52 PM FRANC We10 of 19 R 221.50 Grani Co, WA RD OF COMMISSIONERS 111111111111111111111111111111111111111111111111111111 II IIID VIII IIIIIIVIII VIIII III C. The Grantee's obligation shall include, but not be limited to investigating,ad' adjusting, and defending all claims alleging loss from any negligent act error, or omission g � � or from any breach of any common law, statutory or other delegated duty pursuant g yp ntto 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 Count b County y reason of the above-mentioned causes, the County shall promptly notify Grantee thereof, p Y fY ,and Grantee shall have the right, at its election and at its sole cost and expense, to settle the and compromise such claim or demand. In case suit or action is brought against g g nst Grant County for damages arising out of or by reason of the above-mentioned causes, the County shall promptly notify Grantee thereof and the Grantee will u notice upon on o it of the commencement of said action, settle, compromise or defend the same at its sole cost and expense, and in case judgment shall be rendered against the County yin suit or action, the Grantee will fully satisfy said judgment within ninet(90)ydays after suit or action shall have finally been determined, if determined adversely to Grant County. In the event Grantee refuses a tendered defense b the County y e pursuant to section 11 of this Franchise and if Grantee's refusal is subsequently ,q Y determined by a Court having jurisdiction (or such other tribunal that the parties . p shall agree to decide the matter) to have been a wrongful refusal, then Grantee shallpaY all of the County's reasonable costs for defense of the action includingall legal g costs, witness fees and attorney fees and indemnify the County for any settlement made by the County of the wrongfully refused claim or demand. E. Solely to the extent required for the County to enforce Grantee's indemnification obligations under this Section 11, Grantee waives its immunity under RCW Title • . y e 51, provided that the foregoing waiver shall not in any way preclude Grantee from raisin . p g such immunity as a defense against any claim brought against Grantee b dfig y any of its employees. This waiver has been mutually negotiated by e parties. arties. F. The provisions of this Section 11 shall survive the expiration or termination of p this agreement. 12. Reservation of Police Power In granting this Franchise, the County does not waive any of its police powers to regulate the use of County roads or rights-of-way in the interest ofublic health safety, ty, and general County adopt welfare; provided, however, that the shall ordinances and i regulations n a manner consistent with the terms of this Franchise. 13. Applicable Laws Grantee shall comply with all federal, state, and local laws rules and regulations applicable to any work, facility, or operation of Grantee upon Count roads or rights-of- way. p y during the life of this Franchise. 1486986 05/31/2023 01:52 PM FRANC Page 11 of 19 R 221.50 Gran! Co, WA BOARD OF COAMISSIONERS IIIIIII 111I II II I III VIII I II I III II VIII VIII IIIIII VIII VIIII III 14. Eminent Domain, Powers of the People This Franchise is subject to the power of eminent domain and its existence shall not preclude the County from acquiring by condemnation, in accordance with applicable law, all or a portion of Grantee's Facilities within the Franchise Area for the fair market value thereof. In determining the value of such Facilities, no value shall be attributed to the right to occupy the Franchise Area conferred by this Franchise. Nothing herein, however, is intended to or will limit any severance damages arising out of any impact of any such condemnation on the Name of Project or related Facilities. 15. Annexation If any road or right-of-way covered by this Franchise is incorporated into the limits of any city or town, this Franchise shall terminate as to any road or right-of-way within the corporate limits of such city or town (except as otherwise provided by applicable law); but this Franchise shall continue as to county roads and rights -of -ways not incorporated into a city or town. 16. vacation If the County vacates all or a portion of any county road or right-of-way which is sub' ect J to this Franchise, and said vacation is for the purpose of acquiring the fee or other property interest in said road or right-of-way for the use of the County in either its proprietary or governmental capacity, the County Commission may, at its option and by giving thirty (30) days written notice to the Grantee, terminate this Franchise with reference to any county road or right-of-way so vacated and, in its vacationrocedure p 9 reserve and grant an easement to Grantee for Grantee's Facilities, and the County shall not be liable for any damages or loss to the Grantee by reason of such termination. Whenever a county road or right-of-way or any portion thereof is vacated upon a finding that it is not useful and the public will be benefited by the vacation, the County may retain an easement in respect to the vacated land for the construction, repair, and maintenance of public utilities and services which at the time of the vacation are specifically authorized under paragraph 3 or physically located on a portion of the land being vacated, but only in accordance with the provisions of RCW 36.87.140. In such event, the County shall also, in its vacation procedure, reserve and grant an easement to Grantee for Grantee's Facilities. The County shall not otherwise be liable for any damages or loss to the Grantee by reason of any such vacation. 17. Termination A. If Grantee defaults on any term or condition of this Franchise, the County may serve upon Grantee a written order to so comply within sixty (60) days from the date such order is received by Grantee. If Grantee is not in compliance with this Franchise after expiration of said sixty (60) day period, the County may, by ordinance, declare an immediate forfeiture of this Franchise; provided, however, if any failure to comply pY 3486986 05/31/2023 01:52 PM FRANC Page 12 of 19 R 223.50 Grant Co, WA BOARD OF COMMISSIONERS I IIIII333333 VIII 1333333 VIIII 3333333 1II II VIII VIII3333333III VIIIVIIII III with this Franchise by Grantee cannot be corrected with due diligence within said sixty (60) day period (Grantee's obligation to comply and to proceed with due diligence being subject to unavoidable delays and events beyond its control), then the time within which Grantee may so comply shall be extended for such time as may be reasonably necessary and so long as Grantee commences promptly and diligently to effect such compliance. Upon such termination, all rights of the Grantee hereunder shall cease. Should any action or proceeding be commenced to enforce any of the provisions of this Franchise, the prevailing party in such action shall be awarded, in addition to any other relief it may obtain, its reasonable costs and expenses, not p limited to taxable costs, and reasonable attorney's fees. B. The County, at its option, may terminate this Franchise by ordinance, as to those roads and rights-of-way upon which Grantee has not constructed or placed any Facilities within five (5) years of the effective date of this Franchise. C. In the event that the use of all or any part of Grantee's Facilities isermanentl p Y discontinued for any reason, including, but not limited to, discontinuance obsolescence, or abandonment of the Facilities, or the abandonment, termination, or expiration of this Franchise, the Grantee is solely responsible for the removal and proper disposal of the abandoned/surplus Facilities within the Franchise Area. The Grantee is not entitled to abandon any Facilities in place without the County's prior Y express agreement and written consent. The Grantee shall restore the county roads and rights-of-way from which such facilities have been removed to the same orequal conditions as before. D. Upon the expiration of this Franchise for any reason other than a default by Grantee or abandonment of the Facilities, the Grantee shall have the first and preferential right to take and receive such authority upon similar terms and conditions. 18. Assignment All the provisions, conditions, regulations, and requirements herein contained shall be binding upon the successors and assigns of the Franchisee, and all privileges, as well as all obligations and liability of the Franchisee, shall ensure to its successors and assigns g equally as if they were specifically mentioned wherever the Franchisee is mentioned. Any reference in this franchise to a specifically named party shall be deemed to apply 1 to any successor, heir, administrator, executor or assign of such party (hereinafter collectively referred to as successor) who has acquired its interest in compliance with 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 1486986 05/31/2023 01:52 PM FRANC Page13 of 19 R 221.50 Grant Co, WA BOARD OF COMMISSIONERS IIIIIII 111I II VIII III VIIII II IIII II VIII VIII IIIIII VIII VIIII III The successor will be held liable to the extent of the law for any damages caused by not following through with notifying Grant County. Should any court find the successor not liable, the original holder of this franchise shall assume full liability as if the succession never occurred. 19. Effective Date This Franchise shall be effective thirty (30) days after approval by the County Commission; PROVIDED that Grantee within such time, has signed a copy thereof and returned it to the County Commission. 20. Severability If any provision of this Franchise or its application to any person or circumstance is held to be invalid, such decision shall not affect the validity of the remaining portions of this . g Franchise or its application to other persons or circumstances. 21. Limitation of Liability Administration of this Franchise shall not be construed to create the basis for an liability tY on the part of the County, its appointed and elected officials, and employees for an y injury or damage from the failure of the Grantee to comply with thep rovisions of this Franchise; by reason of any plan, schedule, or specification review, inspection, notice and order, permission, or other approval or consent by the County; for any action or inaction thereof authorized or done in connection with the implementation or enforcement of this Franchise by the County, or for the accuracy of plans submitted to the County. Y 22. Hazardous Conditions Whenever any conditions or operations caused by any activity undertaken b Grantee Y pursuant to this Franchise have become a hazard to life and limb, endangerro ert or p p Y public resources, or adversely affect the safety, use, or stability a public ublic or way drainage channel, the County Engineer shall notify the Grantee in writingof the property p p Y upon which the condition or operation is located, or other person or agent in control of said property, and direct them to repair or eliminate such condition oroperation within the period specified therein so as to eliminate the hazard and be in conformance with the requirements of this Franchise. Should the County Engineer have reasonable cause to believe that the situation is so adverse as to preclude written notice, he/she may take the measures necessary to eliminate the hazardous situation, provided that he/she shall first make a reasonable effort to notify the Grantee before acting. In such instance, the Grantee (responsible for the creation of the hazardous situation) shall be responsible for the payment of any reasonable costs incurred. If costs are incurred and the hazardous situation has been 1486986 05/33/2023 01:52 PM FRANC Pag 14 of 19 R 221.50 Gran! Co, WR BO PFO OF COMMISSIONERS 111111111111111111111111111111111111111111111111111111 II 11111111111111111111111111111111111111111 created in conjunction 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 authority to forfeit the bond or other security to recover the costs incurred. 23. Miscellaneous This Franchise may be amended only by written instrument, signed by both parties, which specifically states that it is an amendment to this Franchise and is approved and executed in accordance with the laws of the State of Washington. This Franchise is subject to the provisions of any applicable tariff on file with the Washington Utilities and Transportation Commission or its successor. In the event of any conflict or inconsistency between the provisions of this Franchise and such tariff, the provisions of such tariff shall control. 24. Notices Notices provided for in this Franchise shall be sent to the following addresses: 1) Grant County Public Works Department 124 Enterprise St SE Ephrata, WA 98823 2) Grantee: If to Company Name: Public Utility District No. 2 of Grant County, Washington P® Box 878 Ephrata, WA 98823 Attn: Land Services Department with a copy to: Public Utility District No. 2 of Grant County, Washington PO Box 878 Ephrata., WA 98823 Attn: Legal Attn: If to the Utility Assignee: 1486986 05/31/2023 01:52 PM FRANC Pag IS of 19 R 221.50 Gran! Co, ABORRD OF COMMISSIONERS II IIIIII II VIIII III VIII I II I III II VIII VIII IIIIII VIII VIIII III Attn: 25. Governing Law and Stipulation of Venue The Grantee shall promptly notify the County of any change in notice address. The Grantee hereby agrees to be bound by the laws of the State of Washington and subjected to the Jurisdiction of the State of Washington. The parties hereby stipulate ulate that this Franchise shall be governed by the laws of the State of Washington and that any lawsuit regarding this contract must be brought in Grant County, Washington, or in the case of a federal action, in the United States District Court for the Eastern District of Washington at Spokane, Washington. 34g86986 05/31/2023 01:52 PM FRANC e0AR0 SOF COMMISSIONE19 R N51.50 Grant Co, WA IIIIIIIIIII II VIIII III VIII IIII VIIIIIII II VIII VIII IIII III VIII VIIII II APPENDIX 1 Franchise Area Boundaries Name of County Roads and Section, township and range of the franchise areas. All Sections, Townships, Ranges, County Roads, Right of Ways and undeveloped Right ip g of Ways n the jurisdiction of Grant County Washington. 1486986 05/31/2023 01:52 PM Pag 17 of 19 R 221.5o Gran! co FRANC . WA BORRO OF COMMISSIONERS 11111111111111111VIII 11111111111111111111111111111111 III IIII VIII VIII IIIIII 1111111111111 APPENDIX 2 Construction Work Technical Standards Grantee shall submit drawings for the construction work, if required b the Coun • .. Y 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 inp lats or subdivisions of sections, township and range, showing the relative position of such work to existing utilities, constructed, laid installed or erected upon such roads, streets or public places. Grantee shall specify the type of construction by submitting plans showing the class of material and the manner in which the work is to be accomplished. All such materials and equipment shall be of the highest quality and the manner of excavation fills construction, installation, erection of temporary structures, traffic turnouts road obstruction, Y barricades, etc., shall meet with provisions of the Count Utility Accommodation Policy (WAC136-40), and shall require approval of the County Engineer. Signing, barricades, and traffic control in the vicinity of the work shall strictly conform to provisions of "the Manual on Uniform Traffic Control Devices for Street and Highways." Grantee shall pay to the County all applicable fees and charges prescribed g by the policy for Accommodation of Utilities on County Road Right of Way for Grant County." g Y The location, type of work, materials, and equipment used, manner of erection or construction, safeguarding of public traffic during work or after doing same, mode of operation and manner of maintenance of project petitioned for, shall be approved b the p Y County Engineer prior to start of work and shall be subject to inspection of the County Engineer so as to assure proper compliance with the terms of this Franchise. 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 were in before commencement of work by Grantee. In case of any damage to any roads, streets, public places, structures orro blic p uproperty of p any kind on account of said work by Grantee, Grantee will repair said damage at its own sole cost and expense. The County Engineer, his agents or representative may do, order, or have done any and all work considered necessary to restore to a safe condition any street, alley, public place or structure which is in a condition dangerous to a life, or property resulting from Grantee's Facilities within the Franchise Area or its installation asermitted herein and p , upon demand Grantee shall pay to the County all costs of such work and material. 1486986 05/31/2023 01:52 PM FRANC Pag 18 of 19 R 221.50 Grant Co, WR BO RRD OF COfIMIS5I0NER5 11111111111111111111111111111111111111111 II I111111111111111111111111111111111111111111111111 II