Loading...
HomeMy WebLinkAboutFranchise Agreement Final Bonneville Power Administration – Franchise 1 STATE OF WASHINGTON COUNTY OF JEFFERSON In The Matter of the Application by the United States of America, Department of Energy, Bonneville Power Administration For a Nonexclusive Grant of Franchise to Construct, Maintain, and Operate Electrical Transmission Facilities Within a Portion of Unincorporated Jefferson County RESOLUTION NO. _____________ Granting A Nonexclusive Franchise WHEREAS, Jefferson County granted franchises to the United States of America, Department of Energy, Bonneville Power Administration (Grantee) to construct, maintain, and operate electric power transmission facilities in County rights-of-way in unincorporated eastern Jefferson County dated May 2, 1949; May 3, 1965; May 6, 1966; and June 7, 1968 as amended September 23, 1968 (the Prior Franchises); and, WHEREAS, all of the Prior Franchises had a term of fifty (50) years and have therefore expired; and, WHEREAS, adoption by the Jefferson Board of County Commissioners (Board) of a resolution granting a nonexclusive franchise to Grantee to survey, install, construct, repair, replace, upgrade, maintain, relocate, modify, extend, remove, operate, inspect, patrol, and use Facilities consisting of overhead cables, lines, circuits, towers, poles, and other related appurtenances, including appurtenances for communication facilities, in, upon, over, under, along, through and across the Franchise Area in unincorporated Jefferson County (the County) for the purpose of transmission of electrical power; setting forth terms and conditions accompanying the grant of the nonexclusive franchise; and providing for the County administration and regulation of the nonexclusive franchise would memorialize the relationship between Grantee and the County; and WHEREAS, chapter 13.56 of the Jefferson County Code (JCC) requires utility providers who occupy County rights-of-way to obtain a franchise from the County and pay all fees provided therein; and WHEREAS, Grantee has applied to the Board, pursuant to Chapter 36.55 RCW and Chapter 80.32 RCW, and has paid the applicable application fee for a nonexclusive franchise; and WHERERAS, Grantee has adopted a Vegetation Management Plan (VMP) that substantially conforms to JCC 13.56.380 Vegetation Management; and WHEREAS, since Grantee’s VMP did not specifically address the following provisions of JCC 13.56.380 local to Jefferson County, they are addressed in EXHIBIT C and incorporated herein by reference; and WHEREAS, Chapter 13.56 JCC specifies standards and procedures for granting Bonneville Power Administration – Franchise 2 franchises for utility providers to occupy County rights-of-way; and WHEREAS, the Board finds that granting this Franchise is consistent with the requirements of JCC 13.56.080 in that: a) Grantee has the financial and technical ability to fulfill its obligations under a franchise granted by the County; b) Grantee has legal standing to be granted a franchise; c) The County rights-of-way within the Franchise Area have the capacity to accommodate Grantee’s Facilities, if this Franchise is granted; d) County rights-of-way within the Franchise Area have the capacity to accommodate additional utility, telecommunications and cable television facilities, if this Franchise is granted; e) Grantee is willing and able to mitigate or repair any damage or disruption to public or private facilities, improvements, services, travel or landscaping, if this Franchise is granted; f) It is in the public interest in minimizing the cost and disruption resulting from the presence of Grantee’s Facilities in County rights-of-way can be protected; g) Transmission of electrical power is an essential service for the County’s citizens that this Franchise will provide; h) In the County’s sole opinion, there should be no anticipated adverse impact to public health, safety and welfare, if this Franchise is granted; i) The lack of availability of alternate routes or locations for Grantee’s Facilities is limited; j) Grant of franchise is consistent with applicable Federal, State, and County laws, regulations, rules, and policies; and WHEREAS, pursuant to RCW 36.55.040, notice was posted in three (3) public places in the County seat at least fifteen (15) days before the hearing date and notice was published once a week for two (2) consecutive weeks in the official County newspaper of record, the last publication being not less than five (5) days before the date fixed for the hearing; and WHEREAS, pursuant to chapter 36.55 RCW, a hearing on the application was held on the twenty second day of December, 2025; and WHEREAS, the Board finds that it is in the public interest to grant this Franchise to Grantee; NOW, THEREFORE, THE BOARD OF COUNTY COMMISSIONERS OF JEFFERSON COUNTY, WASHINGTON, HEREBY RESOLVE AS FOLLOWS: Bonneville Power Administration – Franchise 3 SECTION 1 – WHEREAS CLAUSES ARE FINDINGS OF FACT. The Jefferson County Board of Commissioners hereby adopts the above “Whereas” clauses as Findings of Fact. SECTION 2 – PURPOSE. The purpose of this resolution is that a nonexclusive franchise is hereby granted to Grantee, to survey, install, construct, repair, replace, upgrade, maintain, relocate, modify, extend, remove, operate, inspect, patrol, and use Facilities consisting of overhead cables, lines, circuits, towers, poles, and other related appurtenances, including appurtenances for communication facilities, in, upon, over, under, along, through across and along the County Rights-of-Way located in the areas identified in Section 3.5 below, for the purpose of providing electrical service under the following express terms and conditions. SECTION 3 – DEFINITIONS. The terms defined below, as used in this Franchise, shall have the meanings defined. Other terms as defined in JCC 13.56.030 shall have the meanings given in that code section, if not otherwise defined in this Franchise. When not inconsistent with the text, words used in the present tense include the future tense, words in the plural number include the singular number, words in the singular number include the plural number, and the use of any gender shall be applicable to all genders. The words “shall” and “will” are mandatory, and the word “may” is permissive. The words “and” means “or” and “or” means “and,” so as to make the term inclusive rather than exclusive. Words not otherwise defined shall be given their common and ordinary meaning in the context used and as defined in the Dictionary by Merriam-Webster https://www.merriam-webster.com/). Whenever the following terms are used in this Franchise, the meanings in this Section 3 apply. 3.1 “Emergency” has the same meaning as in JCC 13.56.030(16). 3.2 “Engineer” has the same meaning as in JCC 13.56.030(18). 3.3 “Facilities” means, collectively, any and all (i) electric power transmission and distribution systems, including but not limited to, poles (with or without cross arms), wires, lines, conduits, cables, braces, guys, anchors and vaults, meter-reading devices, and communication systems (which communication systems are used for Grantee’s internal operations and not for commercial purposes) and (ii) any and all other equipment, appliances, attachments, appurtenances and other items necessary, convenient, or in any way appertaining to any and all of the foregoing, whether the same be located above or underground. 3.4 “Franchise” means all the terms of this Resolution, including but not limited to Section 4. Bonneville Power Administration – Franchise 4 3.5 “Franchise Area” means the rights-of-way for County roads located within those portions of the county listed in Attachment A, and not within an incorporated city or town, as now or as may hereafter be laid out, platted, dedicated, or improved within the present limits of the County and as such limits may be hereafter extended. The Franchise Area does not include (a) any other County owned or leased properties or easements (i.e., County owned or leased properties or easements unrelated to the County Roads described above), including, but not limited to, parks, trails, facilities, or pits, located inside or outside of the boundaries of the County, or (b) Grantee owned or leased properties or easements located inside or outside of the boundaries of the County. 3.6 “Hazardous Substance” means any hazardous, toxic, or dangerous substance, material, waste, pollutant, or contaminant that is identified as such under applicable regulations adopted pursuant to the federal Hazardous Materials Transportation Act, the Toxic Substances Control Act, the Resource Recovery and Conservation Act, the Comprehensive Environmental Response Compensation and Liability Act, the Federal Insecticide, Fungicide, and Rodenticide Act, the Occupational Safety and Health Act Hazard Communications Standards, and the Washington State hazardous waste act, the Washington Model Toxic Controls Act, all as exist now or as amended or superseded, or any other federal, state, or local statute, code or ordinance or lawful rule, regulation, order, decree, or other governmental authority as now or at any time hereafter in effect. 3.7 “JCC” means the Jefferson County Code, as it now exists or as it is later amended or superseded. 3.8 “Parties” or “Party” means collectively the County and Grantee, and individually either the County or Grantee. 3.9 “Public Improvement Project” means any County capital improvement undertaken by the County, including projects listed in the County’s Six-Year Transportation Improvement Program or Annual Construction Program, or the construction, relocation, modification, expansion, repair, maintenance, or removal of any County-owned facility located on, in, over, or under the Franchise Area that is undertaken by the County for parks; roads or streets; curbs or sidewalks; pedestrian, bicycle, or other non-motorized transportation facilities; water systems; sanitary sewer systems; bridges, culverts, and storm drainage facilities; and County-owned fiber optic cable, conduit, or network facilities. For the avoidance of doubt, a Public Improvement Project will not include any development or other activity requiring the relocation or modification of Grantee’s Facilities for the sole benefit of a Third- Party. Any such relocation or modification shall be subject to the rights provided to Grantee in Section 4. 3.10 “RCW” means the Revised Code of Washington, as it now exists or as it is later amended or superseded Bonneville Power Administration – Franchise 5 3.11 “Section” means a section in this Franchise, unless otherwise clear from the context. 3.12 “Third-Party” means any Person other than the County and Grantee. 3.13 “Traffic Control” has the same meaning as in JCC 13.56.030(52). 3.14 “WAC” means the Washington Administrative Code, as it now exists or as it is later amended or superseded. SECTION 4 – FRANCHISE. 4.1 Grant of Franchise. 4.1.1 Pursuant to the laws of the State of Washington, including, but not limited to, chapter 36.55 RCW, the County hereby grants to Grantee, subject to and in accordance with the terms and conditions set forth in this Franchise, a nonexclusive franchise that grants the right, authority and franchise to survey, install, construct, repair, replace, upgrade, maintain, relocate, extend, remove, operate, inspect, patrol, and use Facilities consisting of overhead cables, lines, circuits, towers, poles, and other related appurtenances, including appurtenances for communication facilities, in, upon, over, under, along, through and across the Franchise Area. 4.1.2 This Franchise shall not convey to Grantee any title or ownership interest in the Franchise Area, but shall be deemed a franchise only to use and occupy the Franchise Area for the limited purposes and term stated herein. 4.1.3 This Franchise shall not authorize, excuse, preclude or prohibit Grantee from securing such further easements, leases, permits, or other approvals as may be required or desired to lawfully occupy and use the Franchise Area. 4.1.4 The Parties acknowledge and agree that this Franchise shall not govern, cover, or apply to any Facilities located on Grantee owned or leased properties or easements (whether inside or outside of County rights-of-way, whether granted by a private or public entity, and whether now existing or hereafter acquired) and that such Facilities owned by Grantee are not, and will not be deemed to be, located pursuant to rights derived from this Franchise. 4.1.5 This Franchise granted shall not be construed as any warranty of title. 4.1.6 No act, event or occurrence shall give Grantee any rights to occupy or use the Franchise Area permanently nor shall operate as an estoppel against the County. Bonneville Power Administration – Franchise 6 4.1.7 Grantee specifically agrees to exercise its rights within the Franchise Area in accordance with all applicable Federal and State of Washington laws and applicable rules and regulations, as now exist or as later amended or superseded; and all applicable County codes, including, but not limited to, JCC Title 13 Utilities, Division II (Accommodation of Utilities upon Jefferson County Rights-of-Way, chapter 13.56 JCC), resolutions, and ordinances, as now exist or as later amended or superseded; provided, however, in the event of a conflict or inconsistency between any such provisions and this Franchise, the express terms and conditions of this Franchise will govern; provided, further, nothing herein shall be deemed to waive, prejudice, or otherwise limit Grantee’s sovereign immunity as a federal agency or any right of appeal afforded Grantee by such County codes, resolutions or ordinances. 4.1.8 The express terms and conditions of this Franchise constitute a valid and enforceable contract between the Parties. 4.1.9 Pursuant to chapter 19.122 RCW Grantee shall participate in the One Call utilities-locating system by subscribing to a utilities underground location service. Grantee shall provide evidence of subscribing to the Engineer. 4.1.10 Prior to using the Franchise Area to provide additional types of utility services not expressly authorized by this Franchise, Grantee shall submit an application to the County for a franchise to use the Franchise Area to provide those additional services. Grantee shall not use the Franchise Area to provide any such additional utility services until such time as a new franchise has been granted by the County. 4.2 Noninterference. All installation, construction, repair, replacement, maintenance, relocation, extension, removal, operation, and use of Grantee’s Facilities performed within the Franchise Area shall be done in such a manner as not to interfere with the free passage of pedestrian or vehicle traffic therein; the reasonable ingress or egress to the properties abutting the Franchise Area as they exist at the time of installation of the Facilities; the use, maintenance, and repair of existing County- owned or non-County-owned utilities, drainage facilities, or other improvements located within the Franchise Area. Grantee’s Facilities shall have the same preference as is given to non-County improvements that are proposed to be installed in the Franchise Area subsequent in time to Grantee’s Facilities. Nothing in this Section 4.2 is intended to or will affect or modify the rights and obligations of the Parties with respect to the relocation or modification of Grantee’s Facilities under Section 6. All relocations or modifications of Grantee’s Facilities will be undertaken only subject to and in accordance with the terms, conditions, and requirements set forth in Section 6. 4.3 Drawings. Grantee shall provide the County, within sixty (60) days of installation Bonneville Power Administration – Franchise 7 of the Facilities, drawings showing the location of Grantee’s Facilities within the Franchise Area, and such information in an electronic format suitable for import as a layer into the County GIS system. Except for as-built drawings provided under JCC 13.56.340, as to any such drawings provided under this Section 4.3, Grantee does not warrant the accuracy thereof and to the extent the location of the Facilities is shown such Facilities are shown in approximate location. Upon the County’s request, in connection with the design of any Public Improvement Project within the Franchise Area, Grantee shall verify the location of its underground Facilities within the Franchise Area by excavating, including potholing, at no expense to the County. With respect to any excavations by or on behalf of Grantee or the County within the Franchise Area, nothing herein is intended nor shall be construed to relieve either Party of their respective obligations arising under applicable law with respect to determining the location of utility facilities. 4.4 Term of Franchise. 4.4.1 Term of Franchise. This Franchise is granted for a period of twenty (20) years from the date of adoption of this Franchise by the Board. 4.4.2 Franchise Acceptance. As an express condition of this Franchise, within sixty (60) days after the adoption of this Franchise by the Board, Grantee shall file with the Clerk of the Board its written acceptance of this Franchise substantially in the form provided in Exhibit B attached hereto and by this reference made a part hereof. At the time of filing its written acceptance, Grantee shall reimburse the County for the expenses required to be paid by Grantee under Section 13.1 and deliver to the County the required evidence of insurance set out in Section 15. In the event Grantee fails to accept this Franchise in the manner specified above within the said sixty (60) days, this Franchise shall be null and void. 4.4.3 Franchise Renewal. This Franchise may be renewed, at the sole discretion of the Board, in accordance and compliance with JCC 13.56.160 through 13.56.180. The terms of this Franchise shall continue during the period between expiration of the original term and approval of a new Franchise as long as the renewal application procedures and conditions are met. 4.5 Nonexclusive Franchise. This Franchise shall be nonexclusive. The County specifically reserves the right to grant at any time such rights, permits, licenses, or franchises to Persons to use the Franchise Area for similar or different purposes allowed hereunder as the County deems appropriate, so long as the same does not interfere with Grantee’s rights under this Franchise. Subject to this Franchise, Grantee shall not prevent or prohibit the County from constructing, altering, maintaining, or using any portion of the Franchise Area or affect its jurisdiction over any part thereof, the County having full power and authority to make all necessary changes, relocations, modifications, repairs, or maintenance of the Bonneville Power Administration – Franchise 8 Franchise Area as the County deems appropriate. Grantee acknowledges that it cannot exclude the County from any portion of the Franchise Area where it uses or occupies that portion of the Franchise Area unless the County expressly agrees to such exclusion in writing. Notwithstanding the above, the County acknowledges that Grantee’s Facilities are critical infrastructure of the federal bulk electric system, and will take all necessary steps to avoid interfering with the Grantee’s facilities and the rights under this Franchise. SECTION 5 – PERFORMANCE OF WORK. 5.1 Permit Required; Standard of Work. 5.1.1 Prior to commencing any Work within the Franchise Area, Grantee shall provide notice to the County via application for a utility permit from the County in accordance with the requirements of chapter 13.56 JCC. 5.1.2 Work by Grantee within the Franchise Area shall be performed in a thorough, professional, and workmanlike manner, shall comply with approved permits and plans; provided, however, in the event of a conflict or inconsistency between any such requirements and this Franchise, the express terms and conditions of this Franchise will govern and control. 5.1.3 The Director may order removal, at Grantee’s expense, of work that does not comply with the permit, plans, codes or standards. Grantee shall make a required correction within a reasonable time established by the Engineer to correct the noncomplying work and restore the Franchise Area. 5.1.4 Grantee is solely responsible for the performance and completion of work authorized by a utility permit that is issued to Grantee. 5.2 Emergency Response and Repairs. 5.2.1 In the event of an Emergency or the need for unexpected repair, Grantee may commence such Emergency response or repair as required by the circumstances. In the event that Grantee conducts Emergency response or repairs under this Section 5.2, Grantee shall make application for a utility permit as soon as practicable, but in no event (unless waived by the County) later than thirty (30) days from the Emergency event. 5.2.2 In the event any of Grantee’s Facilities within the Franchise Area are in a condition such that, in the reasonable opinion of the Engineer, an Emergency is created, Grantee upon request of the Engineer shall expeditiously and at its own expense repair the Facilities and correct the Emergency condition. 5.3 Restoration. After installation, construction, relocation, maintenance, removal, Bonneville Power Administration – Franchise 9 repair, or replacement of any of Grantee’s Facilities within the Franchise Area, Grantee at its expense shall expeditiously restore the Franchise Area and any County property within the Franchise Area that may have been disturbed or damaged by such work to at least the same condition as they were in immediately prior to any such work. The County shall have final approval of the condition of the Franchise Area after restoration pursuant to the provisions of applicable County codes, ordinances, regulations, standards, and procedures as now exist or as later amended or superseded. 5.4 Refuse and Debris. Grantee shall promptly remove and properly dispose of refuse and debris resulting from any of Grantee’s work within the Franchise Area. Grantee shall remove refuse and debris on a regular basis during the work day to keep all travel ways clear. Should Grantee’s work last for more than one day in a particular part of the Franchise Area, all refuse and debris shall be removed prior to leaving the site at the end of the work day, to the extent feasible in light of the work being undertaken by Grantee. 5.5 Survey Monuments. All survey monuments that are disturbed, displaced, or destroyed by Grantee in its performance of any work under this Franchise shall be referenced and restored by Grantee, in accordance with chapter 332-120 WAC, as from time to time amended, and all pertinent Federal, State and County standards and specifications. 5.6 Traffic Control. Grantee’s activities within the Franchise Area and activities within the Franchise Area conducted by Grantee’s agents or by Third-Parties under a permit issued by the County to Grantee shall conform to the latest edition of the Manual on Uniform Traffic Control Devices, the requirements of JCC 13.56.460 Traffic Control, and approved traffic control plans provided, however, in the event of a conflict or inconsistency between any such manual, requirements, or plans and this Franchise, the express terms and conditions of this Franchise will govern and control. It shall be the responsibility of Grantee to ensure compliance. Grantee shall hold the County harmless for any damages resulting from Grantee’s failure to provide adequate Traffic Control. SECTION 6 – RELOCATION OR MODIFICATION OF FACILITIES. 6.1 Grantee at its own expense shall relocate or modify its Facilities existing within the Franchise Area as necessary to accommodate Public Improvement Projects, in accordance with and subject to the terms and conditions set forth in this Section 4. The County acknowledges that Grantee’s ability to relocate or modify its Facilities within the Franchise Area to accommodate Public Improvement Projects may be constrained due to operation of critical infrastructure of the federal bulk electric system, the need to acquire property rights, or long lead time items or to other conditions beyond Grantee’s control. In order to reasonably accommodate Grantee’s constraints, while recognizing the County’s authority to manage the Bonneville Power Administration – Franchise 10 Franchise Area and responsibility to construct Public Improvement Projects within the County’s funding and scheduling constraints, the Parties will at all times work cooperatively and in good faith with the goal of ensuring that relocations or modifications of Grantee’s Facilities within the Franchise Area that are required to accommodate Public Improvement Projects are planned, scheduled, and completed promptly and with due regard to the interests and constraints of both Parties. 6.2 In order to assist Grantee in planning for Public Improvement Projects that may require relocation or modification of Grantee’s Facilities within the Franchise Area, the County shall provide Grantee with written notice and thirty percent (30%) complete plans for Public Improvement Projects that may require relocation or modification of Grantee’s Facilities within thirty (30) days of their preparation. 6.3 Whenever the County undertakes a Public Improvement Project that requires relocation or modification of Grantee’s Facilities within the Franchise Area, the County shall, within a reasonable time prior to the commencement of the Public Improvement Project and in any event not less than one hundred twenty (120) days prior to the commencement of the Public Improvement Project, provide Grantee written notice of the required relocation or modification and reasonable plans, specifications, and schedule for the Public Improvement Project. Within thirty (30) days of receipt of the notice, plans, specifications, and schedule, and subject to the exercise by Grantee of its rights under Section 6.4 or Section 6.5, Grantee shall provide the County with a proposed schedule to relocate or modify its Facilities within the Franchise Area that will accommodate the County’s schedule for the Public Improvement Project. 6.4 If Grantee foresees that it may be unable to relocate or modify its Facilities to accommodate the County’s schedule for the Public Improvement Project, Grantee shall notify the County as soon as reasonably practicable and request that the County revise its schedule for the Public Improvement Project to accommodate Grantee’s constraints. The request shall include a description of the factors that constrain Grantee’s ability to relocate or modify its Facilities to accommodate the County’s schedule for the Public Improvement Project and a proposed alternative schedule. The County shall give Grantee’s request and proposed alternative schedule full and fair consideration with due regard to Grantee’s constraints and all other facts and circumstances which bear upon the request and shall provide a written response to Grantee. 6.4.1 In the event that the County approves Grantee’s request, thereafter and subject to this Section 6 the County and Grantee shall work cooperatively to establish a revised schedule for the Public Improvement Project and the relocation or modification of Grantee’s Facilities and Grantee shall relocate or modify its Facilities within the Franchise Area so as to accommodate the revised schedule for the Public Improvement Project that is established pursuant to this Section 6.4. Bonneville Power Administration – Franchise 11 6.4.2 In the event that the County denies Grantee’s request, thereafter and subject to this Section 6 Grantee shall relocate or modify its Facilities within the Franchise Area so as to accommodate the County’s schedule for the Public Improvement Project. 6.5 After receipt of written notice of the required relocation or modification and reasonable plans, specifications, and schedule for the Public Improvement Project under Section 6.3, Grantee may submit a request to the County to perform the relocation or modification concurrently with the Public Improvement Project. Grantee shall submit said request with a proposed schedule for concurrent relocation or modification not more than thirty (30) days after receiving the County’s notice of the required relocation or modification under Section 6.3. The County shall give Grantee’s request full and fair consideration with due regard to Grantee’s interests and all other facts and circumstances which bear upon the request and shall provide a written response to Grantee. 6.5.1 In the event the County approves Grantee’s request to relocate or modify its Facilities concurrently with the Public Improvement Project, the County and Grantee shall thereafter work cooperatively to establish a schedule for the concurrent relocation or modification of Grantee’s Facilities and Grantee shall relocate or modify its Facilities within the Franchise Area so as to accommodate said schedule for concurrent relocation or modification that is established pursuant to this Section 6.5. 6.5.2 In the event the County denies Grantee’s request that the relocation or modification be performed concurrently with the Public Improvement Project, Grantee shall relocate or modify its Facilities within the Franchise Area so as to accommodate the County’s schedule for the Public Improvement Project. 6.6 If the County requires the subsequent relocation or modification of any Facilities within five (5) years from the date of relocation or modification of such Facilities pursuant to this Section 6, the County shall bear the entire cost of such subsequent relocation or modification, except if the relocation or modification is required by an Emergency under Section 6.8. 6.7 If an emergency arises that immediately endangers the property or life of any individual or poses a threat to public safety or welfare that requires the relocation of Grantee’s Facilities within the Franchise Area, the County shall give Grantee notice of the Emergency as soon as reasonably practicable. Upon receipt of such notice from the County, Grantee shall relocate the affected Facilities as soon as reasonably practicable at Grantee’s expense. Bonneville Power Administration – Franchise 12 6.8 Whenever either: (a) any public or private development within the Franchise Area, other than a Public Improvement Project, requires the relocation or modification of Grantee’s Facilities within the Franchise Area to accommodate such development; or, (b) the County requires the relocation or modification of Grantee’s Facilities within the Franchise Area for the benefit of any Third-Party, including, without limitation, any condition or requirement imposed pursuant to any contract or in conjunction with approvals or permits for zoning, land use, construction, or development, then in such event, Grantee shall have the right as a condition of such relocation or modification to require such development proponent or Third-Party to reimburse Grantee, at a time and upon terms acceptable to Grantee, for any and all costs and expenses incurred by Grantee in the relocation or modification of Grantee’s Facilities. SECTION 7 – REMOVAL OF FACILITIES. 7.1 In the event Grantee permanently ceases use of any of its Facilities within the Franchise Area, Grantee shall, within one hundred eighty (180) days after such permanent cessation of use or such additional time as is agreed to between the Parties, remove such Facilities at its sole cost and expense, except as set forth in Section 7.2. 7.2 Upon the express written consent of the Engineer, Grantee may leave such Facilities in place as long as Grantee has provided County with drawings showing the locations of such Facilities, the same information in an electronic form suitable for input into the County’s GIS system, and subject to any other conditions required by the Engineer. The Engineer’s consent shall not relieve Grantee of the obligation or costs to subsequently remove or alter the Facilities at the County’s request, in which case Grantee shall perform such work at no cost to the County in accordance with this Section 7. 7.3 The obligations contained in this Section 7 shall survive the expiration, revocation or termination of this Franchise. SECTION 8 – RIGHTS NOT DERIVED FROM THIS FRANCHISE. Nothing in Sections 6 or 7 shall require Grantee to bear any cost or expense in connection with the relocation, modification, or removal of any Facilities then existing pursuant to easement or such other rights not derived from this Franchise, regardless of whether the easement is on public or private property and regardless of whether this Franchise co-exists with such easement. SECTION 9 – COORDIANTED AND SHARED EXCAVATIONS. 9.1 Grantee and the County shall each exercise their respective best reasonable efforts to coordinate any construction work that either may undertake within the Franchise Area so as to promote the orderly and expeditious performance and completion of Bonneville Power Administration – Franchise 13 such work as a whole. Such efforts shall include, at a minimum, compliance with JCC 13.56.270 and other reasonable and diligent efforts to keep the other Party and other utilities within the Franchise Area informed of its intent to undertake such construction work. Grantee and the County shall further exercise reasonable efforts to minimize any delay or hindrance to any construction work undertaken by themselves or other utilities within the Franchise Area. Grantee shall meet with the County annually or more frequently, as reasonably determined by the County, to coordinate construction activities. 9.2 If either Grantee or the County shall cause excavations to be made within the Franchise Area, the Party causing such excavation to be made shall afford the other, upon receipt of a written request to do so, an opportunity to use such excavation, provided that: (a) such joint use shall not unreasonably delay the work of the Party causing the excavation to be made; and, (b) such joint use shall be arranged and accomplished on terms and conditions satisfactory to both Parties. SECTION 10 – HAZARDOUS SUBSTANCES. 10.1 In the exercise of its rights under this Franchise, Grantee agrees that it will not allow or cause the release of any Hazardous Substance into or upon the Franchise Area contrary to any local, state or federal law, rules, regulations, ordinances or standards with respect thereto. 10.2 Within twenty-four (24) hours of any such release of Hazardous Substances that is discovered by Grantee, Grantee shall notify the Engineer and the Washington Department of Ecology in writing of such release. 10.3 Grantee shall be solely responsible for any and all necessary actions (e.g., abatement, removal, and remediation actions) and associated costs for release or threatened release of toxic or Hazardous Substances caused by or arising from Grantee’s use of and operations within the Franchise Area. Grantee is not responsible for pre-existing conditions on the Premises or for any conditions caused by or arising out of the County other users of the Franchise Area. 10.6 The obligations contained in this Section 10 shall survive the expiration, revocation or termination of this Franchise SECTION 11 – GRADING OR EXCAVATING BY COUNTY. This Franchise shall not preclude the County, its agents, employees, or contractors from grading, excavating, or doing other work contiguous to Grantee’s Facilities. However, with respect to such grading, excavating, and other work, the County shall coordinate such work with Grantee so as to protect Grantee’s Facilities from harm, damage, or disturbance. Bonneville Power Administration – Franchise 14 SECTION 12 – VACATION OF RIGHT-OF-WAY. In the event the County vacates any portion of the Franchise Area, the Board may, at its discretion and as authorized in chapter 12.10 JCC and RCW 36.87.140, retain an easement within the vacated right-of-way for the construction, repair and maintenance of Grantee’s Facilities which at the time of the vacation are specifically authorized under this Franchise or physically located on a portion of the land being vacated. Pursuant to JCC 13.56.070(f), the Board may also, at its discretion and by giving ninety (90) days written notice to Grantee, terminate this Franchise with reference to such portion of the Franchise Area so vacated. The County shall not be liable for any damages or loss to Grantee by reason of such termination. SECTION 13 – COMPENSATION. 13.1 County Expenses. Grantee shall reimburse the County for any administrative expenses incurred by the County are related to: (a) developing and approving this Franchise, and (b) processing any permit applications, reviewing plans, and inspecting construction. The expenses related to (a) above shall include staff wage and benefit and indirect expenses as determined by the County, the expense to publish and post legal notices of the public hearing required for this Franchise by RCW 36.55.040, and the expense to record this Franchise with the Jefferson County Auditor as required by RCW 36.55.080. 13.2 Fees for Use of County Rights-of-Way. The Board specifically reserves the right, to the extent permitted by county, state and federal laws as now exist or as later amended or superseded, to fix a fair and reasonable compensation for the use of its property. If the 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 the County’s definition, terms, and or formula identified in the Compensation Notice will occur if Grantee accepts in writing within sixty days of receipt of the Compensation Notice, in which case the applicable ordinance that the Board passes will be determinative. Rejection by Grantee shall be deemed grounds for termination of this Franchise. Any such enacted compensation terms will be applied on a competitively neutral and non-discriminatory basis and in compliance with all applicable then-existing laws. SECTION 14 – LIABILITY. 14.1 Grantee is a federal agency within the U.S. Department of Energy. As such, any claim for personal injury or property damage alleged to have been caused by the negligence of Grantee’s employees (but not that of Grantee’s contractors or their employees) must be made in accordance with the Federal Tort Claims Act, 28 U.S.C. ch. 171. (“FTCA”). Grantee requires its contractors to carry liability and workers’ compensation insurance. Copies of those policies may be obtained from Grantee’s Contracting Officer for the project. The provisions of the Federal Tort Bonneville Power Administration – Franchise 15 Claims Act are found in Title 28 of the United States Code. 28 U.S.C. §§ 1346(b), 1402(b), 2401(b), and ch. 171. Grantee shall hold harmless the County and its officers, officials, employees, agents and volunteers from any claims, injuries, damages, losses or suits, including attorney’s fees, arising out of or resulting from the acts, errors or omissions of the Grantee in performance of this Franchise, except for injuries and damages caused by the sole negligence of the County. 14.4 Inspection or acceptance by the County of any work performed by Grantee shall not be grounds for avoidance by Grantee of any of its obligations under this Section 14. 14.7 The provisions of this Section 14 shall survive the expiration or termination of this Franchise. Further, all provisions of this Section 14 shall apply to the successors, assigns, and lessees of Grantee. SECTION 15 – INSURANCE. 15.1 Grantee Insurance. Grantee is a federal agency within the United States Department of Energy. As such, it is self-insured. As a federal agency, the Federal Employee’s Compensation Act, administered by the Department of Labor, Office of Workers’ Compensation Program (OWCP), covers Grantee’s workers’ compensation liability. Upon the County’s request, Bonneville shall provide a letter as evidence of its self-insured status according to Section 15.2 below. Grantee shall require its contractors to procure and maintain for the duration of this Franchise the following insurance: 15.1.1 Commercial General Liability insurance and, if necessary, Umbrella Liability insurance, which will cover bodily injury, property damage, and any other exposure which can be reasonably identified as potentially arising from Grantee’s contractors’ activities within the Franchise Area. The limit of liability shall not be less than two million dollars ($2,000,000) per person, two million dollars ($2,000,000) property damage and $2,000,000 for all other types of liability. The County, its elected and appointed officers, officials, employees, agents, and representatives shall be named as additional insureds with respect to activities occurring within the Franchise Area. Coverage shall be comprehensive with respect to Grantee’s contractors’ activities within the Franchise Area and shall include completed operations, collapse, explosions, and underground hazards. 15.1.2 Commercial Automobile Liability insurance for owned, non-owned, hired and leased vehicles with limits of not less than one million dollars ($1,000,000) per person and three million dollars ($3,000,000) per Bonneville Power Administration – Franchise 16 occurrence. 15.1.3 Workers’ Compensation insurance as required by Title 51 RCW. 15.1.4 Grantee’s contractors’ commercial general liability policy shall include employers’ liability coverage with policy limits of not less than one million dollars ($1,000,000) per occurrence. 15.1.5 The insurance policies required by this Section 15 shall be maintained at all times by Grantee’s contractor. Grantee’s contractor shall notify the County at least forty-five (45) days before it cancels a policy. Grantee’s contractor shall be obligated to replace or renew a canceled or expiring policy and show proof in the form of a certificate of insurance at least twenty (20) days before the expiration or cancellation of the existing policy(s). 15.1.6 Grantee’s contractor shall furnish the County with properly executed certificates of insurance or a signed policy endorsement, which shall clearly evidence all insurance required in this Section 15.1. The certificates will, at a minimum, list the limits of liability and coverage. 15.1.7 Grantee’s contractor or its agent will provide a copy of any and all insurance policies specified in this Franchise upon request of the County. 15.1.8 The insurance limits mandated for any insurance coverage required by this Franchise are not intended to be an indication of limits of exposure nor are they limitations on liability or indemnification. 15.1.9 Excepting Workers Compensation Insurance, the County shall be named on all policies as an additional insured. Grantee’s contractors’ insurance shall be in all circumstances primary to the insurance available to the County. 15.2 Self-Insurance. In lieu of the insurance requirements set forth in Section 15.1, Grantee may self-insure against such risks in such amounts, subject to good utility practice. Grantee shall provide the County with reasonable written evidence that Grantee’s contractor maintains such self-insurance. 15.3 The obligations contained in this Section 15 shall survive the expiration, revocation or termination of this Franchise for a period of one (1) year or for as long as Grantee’s Facilities remain within the Franchise Area, whichever is longer. Further, all provisions of this Section 15 shall apply to the successors, assigns, and lessees of Grantee. SECTION 16 – LIMITATION OF LIABILITY. 16.1 The County’s administration of this Franchise shall not be construed to create the basis for any liability on the part of the County, its elected and appointed officers, Bonneville Power Administration – Franchise 17 officials, agents, employees, and representatives for any injury or damage from the failure of Grantee to comply with the provisions of this Franchise; for any injury or damage arising from the failure of Grantee to comply with or follow a directive, order, or instruction of the Federal Communications Commission, any hearing officer or administrative law judge, or a court of competent jurisdiction; 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. 16.2 The County shall not be liable for any damage to or loss of any of Grantee’s Facilities within the Franchise Area as a result of or in connection with any Emergency removal or relocation, public works, public improvements, construction, excavation, grading, filling, mowing, or work of any kind in the Franchise Area by or on behalf of the County or any entity under contract with the County, except for damage or loss caused by the negligence or willful misconduct of the County or anyone acting for or on behalf of the County. The foregoing, however, is not intended to, and will not in any way, limit the County’s liability for any breach by the County of this Franchise. SECTION 17 – DISPUTE RESOLUTION. 17.1 The Parties agree to use their best efforts to prevent and resolve disputes before they escalate into claims or legal actions. 17.2 Resolving Disputes through Negotiation. The Parties agree to use their best efforts and good faith negotiations to resolve disputes arising out of or related to this Franchise. To that end the Parties shall engage in the following dispute resolution process should any such disputes arise: 17.2.1 Level One: The Engineer or designee shall meet with Grantee’s Manager or designee to discuss and attempt to resolve the dispute in a timely manner. If they cannot resolve the dispute within fifteen (15) business days after the referral of that dispute to Level One, either Party may refer the dispute to Level Two as described herein. 17.2.2 Level Two: The County Administrator or designee shall meet with Grantee’s designated representative to discuss and attempt to resolve the dispute in a timely manner. 17.3 In the event a dispute is referred to Level Two but is not resolved at Level Two within fifteen (15) business days after that referral, then either Party may invoke the rights provided to them by Section 18 or institute a legal proceeding in any court or with governmental agency having jurisdiction over the dispute. Bonneville Power Administration – Franchise 18 17.4 No provision of this Franchise shall be deemed to bar the right of either Party to seek or obtain judicial relief from a violation of any provision of this Franchise; nor to bar or otherwise limit the right of either Party to recover monetary damages for such violations by the other Party or to seek and obtain judicial enforcement of the other Party’s obligations by means of specific performance, injunctive relief or mandate, or any other remedy at law or in equity. SECTION 18 – TERMINATION OF FRANCHISE. 18.1 Default by Grantee. If Grantee materially breaches any term or condition of this Franchise, the County may terminate this Franchise in accordance with Section 18.2. Upon termination of this Franchise, all rights of Grantee hereunder shall cease. 18.2 Procedure. The County may terminate this Franchise if Grantee materially breaches any term or condition of this Franchise and fails to cure such breach in all material respects within ninety (90) days after Grantee’s receipt of written demand by the County to so comply. Prior to terminating this Franchise, the County shall give Grantee at least thirty (30) days written notice of a regularly scheduled meeting of the Board of County Commissioners at which meeting the Board intends to formally revoke or terminate this Franchise. At such meeting, the Board shall consider a report from the Engineer regarding the breach of this Franchise and hear any Person desiring to be heard on the termination of this Franchise. If the Board determines that Grantee’s breach justifies revocation or termination of this Franchise, the Board may pass a resolution declaring that this Franchise is revoked or terminated. 18.3 Extension of Cure Period. If any breach of this Franchise by Grantee cannot be corrected with due diligence within the ninety (90) day period specified in Section 18.2 due to events beyond Grantee’s control, then the County may extend the time within which Grantee may so comply for an additional period or periods not to exceed thirty (30) days so long as Grantee commences promptly and diligently to effect such compliance. 18.4 Force Majeure. A Party shall not be deemed in breach or default of any provisions of this Franchise when earthquake, flood, storm or other natural disaster, civil emergency, any failure or delay in the performance by the other Party or a Third- Party who is not an employee, agent or contractor of the affected Party, or other such circumstances beyond such Party’s control (a “Force Majeure Event”) prevent performance or compliance. Upon removal or termination of the Force Majeure Event, the Party claiming a Force Majeure Event shall promptly perform the affected obligations in an orderly and expedited manner under this Franchise. The Parties shall use all commercially reasonable efforts to eliminate or minimize any delay caused by the Force Majeure Event. 18.5 Dispute Resolution. Neither Party may invoke or rely upon the terms and Bonneville Power Administration – Franchise 19 obligations of this Section 18 (except for the Force Majeure rights in Section 18.4) until such time as the Dispute Resolution procedure listed in Section 17 has been utilized by the aggrieved Party. SECTION 19 – AMENDMENT OF FRANCHISE. 19.1 This Franchise may be amended only by mutual written agreement of the Parties (which specifically states that it is an amendment to this Franchise). 19.2 During the term of this Franchise, either Party may propose amendments to this Franchise to address opportunities or conflicts created as a result of changes to federal, state or local franchise law. SECTION 20 – ASSIGNMENT OF FRANCHISE. Grantee may not assign or otherwise transfer its rights, privileges or authority under this Franchise without the prior written authorization and approval of the County. Any assignment or transfer of any interest in this Franchise shall not be approved by the County or be effective until the assignee or transferee becomes a signatory to this Franchise, assuming all rights and obligations hereunder and agreeing to perform the terms and conditions under this Franchise. SECTION 21 – BINDING ON SUCCESSORS AND ASSIGNS. All provisions, conditions, regulations, and requirements herein contained shall be binding upon the successors and assigns of Grantee and all privileges as well as all obligations and liabilities of Grantee shall inure to its successors and assigns equally as if they were specifically mentioned wherever Grantee is mentioned. SECTION 22 – NO THIRD-PARTY BENEFICIARIES The Parties do not intend, and nothing in this Franchise shall be construed to mean, that any provision in this Franchise is to benefit any person or entity who is not a Party. SECTION 23 – INCORPORATION/ANNEXATION If any portion of the Franchise Area covered by this Franchise is incorporated into the limits of any city or town, or into a new or existing County pursuant to Article XI of the Washington State Constitution, this Franchise shall terminate as to any such portion within the corporate limits of such city or town and the County shall be released of its obligations under this Franchise as to the portion incorporated. This Franchise shall continue as to all of the Franchise Area not incorporated into such city or town or new or existing County. SECTION 24 – NON-WAIVER OF RIGHTS The excuse or forgiveness of performance or waiver of any provision(s) of this Franchise Bonneville Power Administration – Franchise 20 shall not constitute a waiver of such provision(s) or future performance or prejudice the right of the waiving Party to enforce any of the provisions of this Franchise at a subsequent time. SECTION 25 – GOVERNING LAW AND VENUE 25.1 Governing Law. This Franchise has been and shall be construed as having been made and executed within the State of Washington. The Parties stipulate that this Franchise shall be governed by the laws of the State of Washington, both as to its interpretation and performance. No Party shall argue or assert that any state law other than Washington law applies to the governance or construction of this Agreement. 25.2 Venue. Any action at law, suit in equity, or judicial proceeding arising out of this Franchise shall be instituted and maintained only in the appropriate federal court of competent jurisdiction. 25.3 Attorney’s Fees and Costs. Should either Party bring any legal action, each Party in such action shall pay for its own attorney’s fees and court costs. SECTION 26 – NOTICES 26.1 Notices. Any notices required or permitted to be given under this Franchise shall be deemed properly served when deposited with the United States Postal Service, postage paid, addressed to the Party to receive same. Notice to the County shall be sent to: Public Works Director Jefferson County Public Works Department 623 Sheridan Street Port Townsend, WA 98368 Notice and billings to Grantee shall be sent to: Bonneville Power Administration PO Box 3621 Portland, OR 97208 26.2 The Parties shall promptly notify each other of any change in the notice or billing addresses. SECTION 27 – SEVERABILITY AND SURVIVABILITY 27.1 If a court of competent jurisdiction holds any part, term, or provision of this Franchise to be illegal or invalid in whole or in part, the validity of the remaining Bonneville Power Administration – Franchise 21 provisions shall not be affected and the Parties’ rights and obligations shall be construed and enforced as if this Franchise did not contain the particular provision held to be invalid. The invalidity of any portion of this Franchise shall not abate, reduce or otherwise affect any consideration or other obligation required of either Party or any grant of right to either Party. 27.2 The terms and conditions contained in this Franchise that by their sense and context are intended to survive the expiration or termination of this Franchise shall so survive. Without limiting the generality of the preceding sentence, and for the avoidance of doubt, the provisions that survive the term of this agreement include: (a) controlling law; (b) insurance; and, (c) indemnification. SECTION 28 – ENTIRE AGREEMENT 28.1 This Franchise is the complete expression of the terms and conditions hereunder and cannot be changed orally, but only by an instrument in writing executed by the Parties. 28.2 This Franchise supersedes all prior or simultaneous representations, discussions, negotiations, and agreements, whether written or oral, within the scope of this Franchise. Any oral or written representations or understandings not incorporated herein are specifically excluded. 28.3 No representation or promise not contained in this Franchise has been made. 28.4 The Parties are not entering into this Franchise based on any inducement, promise or representation, expressed or implied, which is not contained in this Franchise. SECTION 29 – LEGAL AND REGULATORY COMPLIANCE While performing under this Franchise, Grantee, its contractors and their employees must comply with all applicable local, state and federal laws, codes, ordinances, and regulations, including but not limited to: a) Applicable regulations of the Washington Department of Labor and Industries, including WA-DOSH Safety Regulations; and, b) State and Federal Anti-Discrimination Laws. SECTION 30 – ARMS-LENGTH NEGOTIATIONS The Parties agree this Franchise has been negotiated at arms-length, with the assistance and advice of competent, independent legal counsel. Bonneville Power Administration – Franchise 22 SECTION 31 – SIGNATURE IN COUNTERPARTS This Franchise may be executed in one or more counterparts, each of which shall be deemed an original, and all of which counterparts together shall constitute the same instrument which may be sufficiently evidenced by one counterpart. Execution of this Franchise at different times and places by the Parties shall not affect the validity of this Franchise, so long as all the Parties execute a counterpart of this Franchise. SECTION 32 – FACSIMILE AND ELECTRONIC SIGNATURES The Parties agree that facsimile and electronic signatures shall have the same force and effect as original signatures. SECTION 33 – ATTACHMENTS OR EXHIBITS Any document in this Franchise identified as an attachment or exhibit is part of this Franchise and is incorporated by reference into this Franchise. SECTION 34 – REFERENCE TO SECTIONS IN THIS FRANCHISE Any reference to a section in this Franchise is a reference to a section of this Franchise, unless clearly stated to the contrary. SECTION 35 – REPRESENTATIONS AND WARRANTIES The Parties represent and warrant that: 35.1 Each person signing this Franchise is fully authorized to enter into this Franchise on behalf of the Party for whom signature is being made; 35.2 Each Party that is a corporate entity is duly organized and validly existing in good standing under the laws of one of the states of the United States of America; 35.3 The making and performance of this Franchise will violate no provision of law or of any Party’s articles of incorporation, charter, or by-laws; 35.4 Each corporate Party has taken all necessary corporate and internal legal actions to duly approve the making and performance of this Franchise and that no further corporate or other internal approval is necessary; and, 33.5 Each Party has read this Franchise in its entirety and know the contents of this Franchise, that the terms are contractual and not merely recitals, and that they have signed this Franchise, having obtained the advice of legal counsel. Bonneville Power Administration – Franchise 23 SECTION 36 – SEPA CATEGORAL EXEMPTION This resolution is categorically exempt from the State Environmental Policy Act under WAC 197-11-800(19). SECTION 37 – EFFECTIVE DATE This resolution shall take effect and be in full force immediately upon approval and adoption by the Board of County Commissioners. [SIGNATURES ON FOLLOWING PAGE] Bonneville Power Administration – Franchise 24 APPROVED AND ADOPTED this _______ day of _______________________, 2025. JEFFERSON COUNTY BOARD OF COMMISSIONERS ____________________________________ Heather Dudley-Nollette, Commissioner District 1 ____________________________________ Heidi Eisenhour, Commissioner District 2 ____________________________________ Greg Brotherton, Commissioner District 3 ATTEST: APPROVED AS TO FORM: _____________________________ ____________________________________ Carolyn Gallaway, CMC Date Philip C. Hunsucker Date Clerk of the Board Chief Civil Deputy Prosecuting Attorney Bonneville Power Administration – Franchise 25 EXHIBIT A Bonneville Power Administration - Jefferson County The Franchise Area shall include all rights-of-way for County roads, streets, avenues, alleys, and highways located within the following sections, townships & ranges: Township 25 North, Range 2 West, Sections 3, 4, 9, 16, 17, 20, 29, 30 & 31 Township 25 North, Range 3 West, Section 36 Township 26 North, Range 2 West, Sections 1,12, 13, 14, 23, 26, 34 & 35 Township 27 North, Range 1 West, Section 6 Township 27 North, Range 2 West, Sections 1, 12, 13, 24, 25 & 36 Township 28 North, Range 1 West, Sections 6, 7, 18, 19, 30, 31 Township 29 North, Range 1 West, Sections 30 & 31 Township 29 North, Range 2 West, Sections 21, 22, 25, 26 & 27 Bonneville Power Administration – Franchise 26 EXHIBIT B ACCEPTANCE OF RESOLUTION NO. _____________ Bonneville Power Administration The undersigned, Bonneville Power Administration (Grantee), a Federal Agency, hereby wholly accepts Jefferson County Resolution No. __________ Granting A Nonexclusive Franchise which was adopted by the Jefferson County Board of Commissioners on the __________ day of __________, 2025 (“the Franchise,” attached). This Acceptance of the Franchise is unconditionally made without reservation and is expressly part of the Franchise, which is hereby incorporated by reference. Grantee hereby accepts all of the rights and privileges of the Franchise subject to all of the terms, conditions, duties, and obligations provided therein. IN TESTIMONY WHEREOF said Grantee has caused this written Acceptance to be executed in its name by its undersigned authorized signer, thereunto duly authorized on the __________ day of _________________________, 2025. Bonneville Power Administration By: ___________________________________________ Print Name: ____________________________________ Title: __________________________________________ State of Washington County of Jefferson This record was acknowledged before me on ________________________, by ____________________ as the _________________________ of Bonneville Power Administration. ___________________________________________ Notary Public in and for the State of Washington My Commission Expires ___________________ Bonneville Power Administration – Franchise 27 EXHIBIT C Pursuant to JCC 13.56.380 Vegetation management, Grantee supplement their Transmission System Vegetation Management Program with the following information: JCC 13.56.380(1)(b) requires operational guidelines and standards for vegetation management activities. These guidelines as a minimum include the decision-making criteria, the application method, and the rates of application used when applying an herbicide. Application rates are not specifically covered in Grantee’s Transmission System Vegetation Management Program since the document applies to all of Grantee’s rights-of-way and is subject to case-by-case determination. Grantee hereby agrees that it shall notify Jefferson County Department of Public Works of the decision-making criteria, the application method, and the rates of application used at least ninety days prior to applying any herbicide on or adjacent to any County roads, streets, avenues, alleys, and highways, as identified on Attachment A to this Franchise, in Jefferson County, Washington. If Jefferson County disagrees with the herbicide usage, Grantee and Public Works shall work together to reach a mutually beneficial resolution consistent with procedures set forth in Section 17 Dispute Resolution. JCC 13.56.380(1)(d) requires Grantee to identify specific areas of the county where proposed herbicides will be used. However, since Grantee’s vegetation management practices apply to all of their rights-of-way, it is currently not specific to Jefferson County. Therefore, Grantee hereby agrees that it shall notify Jefferson County Department of Public Works of specific locations at least ninety days prior to applying any herbicide on or adjacent to any County roads, streets, avenues, alleys, and highways, as identified on Attachment A to this Franchise, in Jefferson County, Washington. JCC 13.56.380(4) requires Utilities engaged in tree trimming along county rights-of-way to submit the conditions under which they will be trimming (excluding topping) any significant tree, including the magnitude and nature of the trimming, by tree species. Grantee’s Transmission System Vegetation Management Program provides general criteria for tree trimming; however, it does not specify by tree species. Therefore, Grantee hereby agrees that it shall notify Jefferson County Department of Public Works of the specific area in which Grantee will be cutting trees that are growing under or adjacent to Grantee’s rights-of-way, prior to conducting such activities, that are adjacent to any County roads, streets, avenues, alleys, and highways, as identified on Attachment A to this Franchise, within Jefferson County, Washington,. This document has been reviewed by Jefferson County and Grantee and is hereby incorporated into the Application by Bonneville Power Administration For a Nonexclusive Grant of Franchise to Construct, Maintain, and Operate Electrical Transmission Facilities Within a Portion of Unincorporated Jefferson County. Bonneville Power Administration – Franchise 28 EXHIBIT D Map of Franchise Areas