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HomeMy WebLinkAbout022811_ca01 Department of Public Works o Consent Agenda Page 1 of 2 Jefferson County Board of Commissioners Agenda Request To: From: Board of Commissioners Philip Morley, County Administrator Frank Gifford, Public Works Director .:1>1 Agenda Date: February 28, 2011 Subject: Puget Sound Energy, Inc. Franchise Schedule Public Hearing Statement of Issue: Puget Sound Energy, Inc. (PSE) has applied to Jefferson County for a non-exclusive franchise to construct, maintain, and operate electric power transmission and distribution facilities in County Road rights-of-way in eastern Jefferson County. PSE's previous franchise expired in 2007. The Public Works Department has negotiated a franchise with PSE. Attached for the Board's review and consideration in a public hearing is a Resolution granting a franchise to PSE. Also attached is a legal notice scheduling a Board of Commissioners public hearing on the franchise Resolution for Monday March 21,2011 at 10:00 AM. Analysis/Strategic Goals/Pro's & Con's: Significant franchise terms and conditions: . The express terms and conditions of the franchise constitute a binding contract between Jefferson County and PSE. . Section 2.4 sets the franchise term at 15 years with an option to renew for an additional 1 0 years. · Section 3 Performance of Work establishes the requirements for PSE to conduct its operations within County Road rights-of-way. · Section 4 Relocation describes the process and requirements for PSE to relocate its facilities to accommodate County Public Improvement Projects. . Section 17 indemnifies the County against third party claims related to PSE's negligence. . Section 18 establishes PSE's insurance requirements. . Section 20 establishes a dispute resolution procedure. Department of Public Works o Consent Agenda Page 2 of 2 . Section 21 establishes standards and procedures for terminating the franchise in the event of significant non-compliance. . Section 22 establishes a procedure for PSE to transfer the franchise. This section would allow PSE to transfer its franchise to the Jefferson County PUD when the proposed sale of PSE's facilities is finalized. . Attachment A - Franchise Territory lists the sections, townships, and ranges in which PSE would be authorized to install its facilities in County rights-of-way. Fiscal Impact/Cost Benefit Analysis: The franchise requires PSE to reimburse the Department for the expense of publishing and posting the public hearing notice and filing the franchise with the County Auditor. Recommendation: The Department requests that the Board schedule a public hearing on the franchise Resolution for Monday March 21, 2011 at 10:00 AM and direct the Chair of the Board to sign the attached public hearing notice. The notice will be published in the Leader on March 2 and 9. As per the requirements of RCW 36.55, public hearing notices will be posted at three locations in Port Townsend. The Department will provide the franchise resolution to County Departments and affected agencies and post it on the County's Internet Home Page. The Department will make a brief presentation and answer questions on the franchise resolution immediately before the public hearing. Department Contact: Jim Pearson, 385-9162 Reviewed By: . j Date NOTICE OF PUBLIC HEARING: PUGET SOUND ENERGY, INC FRANCHISE Notice is hereby given that the Jefferson County Board of Commissioners will conduct a public hearing on Monday March 21, 20 I] at 10:00 AM in the Commissioners' Chambers at the Jefferson County Courthouse, 1820 Jefferson Street, Port Townsend, Washington, to take testimony concerning a proposed Resolution granting a nonexclusive franchise to Puget Sound Energy, Inc. to construct, maintain, and operate electric power transmission and distribution facilities within County Road rights-ol~way located in the fol]owing Townships (T), Ranges (R), and Sections (S) in the easterly portion of unincorporated Jefferson County: T 25 North, R I West, S 2-5; T 26 North, R ] West, S ]-3,9-]2, ]4-16,2]-23,27-29, 32-35; T 27 North, R 1 East, S 1-9, 16-20,30; T 27 NOIih, R I West, S 1-20,22-32,34-36: T 27 North, R 2 West, S 1-4,9-16,21-28,36; T 28 NOIih, R ] East, S 4-10,15-23,25-35; T 28 NOIih, R I West, S 1-36; T 28 North, R 2 West, S 1-4,9-16,2]-28,33-36; T 29 North. R ] East. S 3-]0, ]6-]9,29-33; T 29 North, R I West, S 1-36; T 29 North, R 2 West, S 1-4,9-16,21-28,33-36; T 30 North, R ] East, S 17, 18,20, 28.29,32,33; T 30 North, R I West. S 4-9,16-22,26-35; T 30 North, R 2 West, S 12, 13,24.25,27,28, 33-36; and T 31 North, R 1 West, S 31-33. Copies of the proposed Reso]ution are availab]e at the Commissioners' Olllee at the County COlllihouse, J 820 Jefferson Street, Port Townsend, Washington. Copies may also be requested by calling the Commissioners' Omce at (360) 385-9100 or emailingjeflbocc@cojefferson.wa.us. The proposed Resolution can also be viewed on the County website at www.cojefferson.wa.us. Comments on the proposed Resolution can be made at the public hearing or by ]etter to the Jefferson County Board of Commissioners at PO Box 1220, Port Townsend, W A 98368 or by email to jeflbocc@cojefferson.wa.us until 4:00 PM on Friday March 25, 20] 1. The meeting site is ADA accessible. Accommodations for people with disabilities can he arranged with advance notice by calling 385-91 00. John Austin. Chair Jefferson County Board of Commissioners STATE OF WASHINGTON COUNTY OF JEFFERSON In The Matter of the Application by Puget Sound Energy, Inc. For a Nonexclusive Franchise To Construct, Maintain, and Operate Electrical Power Transmission and Distribution Lines Together With Poles, Wires, and Other Appurtenances Upon, Over, Along, and Across a Franchise Area Within Unincorporated Jefferson County ) ) ) ) ) ) ) ) Resolution Granting A Nonexclusive Franchise WHEREAS, adoption by the Jefferson Board of County Commissioners, hereinafter the Board, ofa Resolution granting a nonexclusive franchise to Puget Sound Energy, Inc., a Washington corporation, hereinafter Grantee, to install, construct, repair, replace, maintain, relocate, extend, remove, operate, and use an electric power transmission and distribution system together with poles, wires and other appurtenances in, upon, over, under, along, through, and across the Franchise Area in unincorporated Jefferson County; setting forth terms and conditions accompanying the grant of the nonexclusive franchise; and providing for County administration and regulation of the nonexclusive franchise would memorialize the relationship between Grantee and the County; and WHEREAS, Grantee has applied to the Board pursuant to Chapter 36.55 RCW and Chapter 80.32 RCW, for a nonexclusive franchise to construct, maintain, and operate electric power transmission and distribution systems, together with poles, wires and other appurtenances, in, upon, over, under, along, through, and across the Franchise Area in unincorporated Jefferson County; and WHEREAS, Jefferson County Code Chapter 13.56 requires utility providers who occupy County rights-of~way to obtain a franchise from the County; and WHEREAS, Jefferson County Code Chapter 13.56 specifies standards and procedures for granting nonexclusive franchises for utility providers to occupy County rights-of-way; and WHEREAS, the Board of County Commissioners finds that granting a franchise is consistent with the requirements of Jefferson County Code, Section 13.56.080 in that: I. Grantee has the financial and technical ability to fulfill its obligations under a franchise granted by Jefferson County; 2. Grantec has legal standing to be granted a franchise; 3. Grantee currently has utility facilitics that are accommodated within County rights-of-way in the portions of Jefferson County listed in Attachment A - Puget Sound Energy, Inc. Service Territory; 4. County rights-of~way generally have the capacity to accommodate Grantee's facilities, provided that there is appropriate planning and provision for installation, maintenance, and repair of Grantee's facilities; Pugct Sound Energy, Inc. Franchise 5. Granting the franchise would not significantly damage or disrupt public or private facilities, improvements, services, travel, or landscaping, provided that there is appropriate planning and provision for installation, maintenance, and repair of Grantee's facilities; 6. 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; 7. Granting a franchise will enable Grantee to continue to provide electric power transmission and distribution service in its franchise area in Jefferson County; 8. Granting a franchise will protect the public's health, safety, and welfare; 9. Granting a franchise is consistcnt with applicable Federal, State, and County laws, regulations, rules, and policies, including the Revised Code of Washington (RCW) Chapter 36.55 RCW and Chapter 80.32 RCW and the Jefferson County Code (lCe) 13.56; and WHEREAS, pursuant to Chapter 36.55 RCW and Chapter 80.32 RCW, notice was posted in three public places in the County seat at least fifteen (15) days before the hearing date and notice was published once a week for two 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 and Chapter 80.32 RCW, a hearing on the application was held on the _ day of ,2010; and WHEREAS, the Board of County Commissioners finds that it is in the public interest to grant the nonexclusive franchise; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF JEFFERSON COUNTY that a nonexclusive franchise is hereby granted to Grantee, Puget Sound Energy, Inc., to install, construct, repair, replace, maintain, relocate, extend, remove, operate, and use Facilities in, upon, over, under, along, through, and across the Franchise Area within the portions of unincorporated Jefferson County listed in Attachment A - Puget Sound Energy, Inc. Service Territory under the following express terms and conditions: SECTION 1 DEFINITIONS The terms listed below, as used in this Franchise, shall have the meanings given herein. 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. Words not otherwise defined shall be given their common and ordinary meaning. 1.1 "Board" means Board of County Commissioners of Jefferson County. 1.2 "County" means Jefferson County, a municipal corporation and political subdivision of the State of Washington, represented by its designated employees, representatives, and agents, including, but not limited to the County Administrator, County Engineer, and their designees. 1.3 "Emergency" means any condition constituting a clear and present danger to life, safety, or property. Puget Sound Energy, Inc. Franchise 2 1.4 "Engineer" means the County Engineer or designee. 1.5 "Facilities" means, collectively, any and all (i) electric power transmISSIOn and distribution systems, including but not limited to, poles (with or without crossarms), wires, lines, conduits, cables, braces, guys, anchors and vaults, meter-reading devices, and communication systems (which communication systems are uscd 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 under ground. 1.6 "Franchise" means the grant of rights, privileges, and authority embodied in this Resolution. 1.7 "Franchise Area" means all rights-of-way for County roads, streets, avenues, alleys, and highways located within those portions of the County listed in Attachment A - Puget Sound Energy, Inc. Service Territory 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 bc 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 roads, streets, avenues, alleys and/or highways 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. 1.8 "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 hazardous 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 1.9 "JCC" means the Jefferson County Code, as it now exists or as it is later amended or superseded. 1.10 "MUTCD" means the Manual on Uniform Traffic Control Devices, as adopted by the Washington State Department of Transportation and published by the United States Department of Transportation, Federal Highway Administration, as it now exists or as later amended or superseded. 1.11 "Parties" or "Party" means collectively the County and Grantee, and individually either the County or Grantee. 1.12 "Person" means an individual, entity, corporation, partnership, firm, association,joint venturc, or organization of any kind. Puget Sound Energy, Inc. Franchise 3 1.13 "Public Improvement Project" means any County capital improvement undertaken by the County, including projects listed in the County's Six- Y car Transportation Improvement Program or Annual Construction Program, or the construction, relocation, 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 and/or streets; curbs and/or sidewalks; pedestrian, bicycle, and/or other non-motorized transportation facilities; water systems; sanitary sewer systems; bridges, culverts, and storm drainage facilities; and County-owned fiber optic cablc, conduit, or network facilities. For the avoidancc of doubt, a Public Improvement Project will not include any development or other activity requiring the relocation ofGrantcc's Facilities for the benefit of a Third Party. Any such relocation shall be subject to the rights provided to Grantee in Section 4.9, 1.14 "Tariff' means Tariff'as that term is defined in WAC 480-80-030, or such similar definition describing a document that sets forth terms and conditions of regulated service, including rates, charges, tolls, rentals, rules, and equipment and facilities; and the manner in which rates and charges are assessed for regulated services provided to customers; and rules and conditions associated with offering service, as may hereinafter be adopted by the regulatory authority with jurisdiction over public service companies under the laws of the State of Washington, 1.15 'Third Party" means any Person other than the County and Grantee. 1.16 "WUTC" means the Washington Utilities and Transportation Commission or such successor regulatory agency having jurisdiction over public service companies. SECTION 2 FRANCHISE 2.1 Grant of Franchise, 2.1.1 Pursuant to the laws of the State of Washington, including, but not limited to, Chapter 36.55 RCW and Chapter 80,32.010 RCW, the County hereby grants to Grantee, subject to and in accordance with the terms and conditions set forth herein, a nonexclusive franchise, that grants the right, authority and franchise to set, erect, lay, construct, extend, support, attach, connect, maintain, repair, replace, enlarge, operate, and use Facilities in, upon, over, under, along, through, and across the Franchise Area. 2.1.2 The Franchise granted 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, 2,1.3 The Franchise granted 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. 2.1.4 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 are not, and will not be deemed to be, located Puget Sound Energy, lnc. Franchise 4 pursuant to rights derived from this Franchise. 2.1.5 The Franchise granted shall not be construed as any warranty of title. 2.1.6 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. 2.1. 7 Grantce specifically agrees to exercise its rights within the Franchise Area in accordancc 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, lCC Chapter 13.56 Utilities, resolutions, and ordinances, as now exist or as latcr 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 ofthis Franchise will govern; provided, further, nothing herein shall be deemed to waive, prejudice, or otherwise limit any right of appeal afforded Grantee by such County codes, resolutions and ordinances. The express terms and conditions of this Franchise constitute a valid and enforceable contract between the Parties. 2.1.8 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. 2.2 Noninterference. All construction, installation, service, repair, or maintenance of Grantee's Facilities performed upon, over, under, along, and/or across the Franchise Area shall be done in such a manner as not to interfere with the free passage of pedestrian and/or vehicle traffic therein; the reasonable ingress or egress to the properties abutting the Franchise Area as they exist at the time of installation ofthe Facilities; the use, maintenance, and repair of existing County facilities and uses within the Franchise Area; or the use, maintenance, and repair of existing utilities, drainage facilities, or other improvements located \vithin the Franchise Area. Grantee's Facilities shall have the same preference in regard to non-County facilities, including, but not limited to, utilities, drainage facilities, or other improvements that are proposed to be installed in the Franchise Area subsequent in time to Grantee's Facilities. Nothing in this Section 2.2 is intended to or will affect or modifY the rights and obligations ofthe Parties with respect to the relocation of Grantee's Facilities under Section 4. All relocations of Grantee's Facilities will be undertaken only subject to and in accordance with the terms, conditions, and requirements set forth in Section 4. 2.3 Drawings. Grantee shall provide the County, upon the County's reasonable request, copies of available drawings in Grantee's possession showing the location of Grantee's Facilities at specific locations within the Franchise Area. As to any such drawings so provided, Grantee does not warrant the accuracy thereof and to the extent the location ofthe Facilities are shown such Facilities are shown in approximate location. Upon the County's request, in connection with the design of any County Public Improvement Project within the Franchise Area, Grantee shall verify the location of its underground Facilities within the Franchise Area by excavating, including pot holing, at no expense to the County. With respect to any excavations by or on behalf of Grantee or the County Puget Sound Energy, Inc. Franchise 5 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. 2.4 TernlofFranchise. 2.4.1 Term of Franchise. This Franchise is granted for a period of fifteen (I5)years from the date of adoption ofthe Franchise by the Board. As an express condition ofthis Franchise, within thirty (30) days after the adoption of this Franchise by the Board, Grantee shall file with the Clerk of the Board its '>'.Titten acceptance of the Franchise. At the time of filing its "'Titten acceptance, or promptly thereafter, Grantee shall reimburse the County for the administrative expenses required to be paid by Grantee under Section 16.2, deliver to the County the required evidence of insurance set out in Section 18, and reimburse the County for all publication costs required in Section 26 and for the cost of filing this Franchise with the Jefferson County Auditor as required by Chapter 36.55.080 RCW. In the event Grantee fails to accept this Franchise in the manner specified above within the said thirty (30) days, this Franchise shall be null and void. 2.4.2 Franchise Renewal. This Franchise may be renewed, at the sole discretion of the Board, for one additional ten (10) year period upon the written request of Grantee, sueh request to be submitted not more than two (2) years nor less than one hundred-eighty (180) days prior to the expiration of the initial fifteen (15) year term. 2.5 Nonexclusive Franchise. The Franchise granted herein shall be nonexclusive. The County specifically reserves the right to grant at any time such rights, permits, licenses, and/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, repairs, or maintenance of the 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 ofthe Franchise Area unless the County expressly agrees to such exclusion in '>'.Titing. 2.6 Facilities Installed by Prior Franchise. Existing Facilities installed or maintained by Grantee in accordance with prior franchise agreements on public grounds and places within the County (but which are not within the Franchise Area as defined by this Franchise) may be maintained and operated by Grantee at the location where such Facilities exist as ofthe effective date of this Franchise for the term of this Franchise; provided, however, that no such Facilities may be enlarged, improved or expanded without the prior review and approval of the County pursuant to the provisions of any applicable County codes, ordinances, regulations, standards, procedures, and/or permits, as now exist or as later amended or superseded. Puget Sound Energy, Jne. Franchise 6 SECTION 3 PERFORMANCE OF WORK 3.1 Permit Required. 3 .1.1 Work by Grantee within the Franchise Area shall conform to the requirements of the applicable codes, ordinances, and standards, including lec Chapter 13.56 Utilities; 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. 3.1.2 Prior to commencing any work within the Franchise Area, Grantee shall apply for and receive a utility permit from the County pursuant to the requirements of lCC 13.56 Utilities. 3.1.3 Work by Grantee shall comply with the utility permit and plans; provided, however, in the event of any conflict or inconsistency between such permit or plans and this Franchise, the express terms and conditions of this Franchise will govern and control. The County may order removal at Grantee's expense of work that does not comply with the permit or plans. 3.1.4 Grantee is solely responsible for the performance and completion of work authorized by a utility permit that is issued to Grantee. 3.2 Emergency Response and Repairs. 3.2.1 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, provided that Grantee shall notify the County in wTiting before commencing the work or within twenty-four (24) hours, if advance notice is not practicable. In the event that Grantee conducts emergency response or repairs under this section, Grantee shall make application for an utility permit as soon as practicable, but in no event (unless waived by the County) later than thirty (30) days from the emergency event. 3.2.2 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. 3.3 Restoration. After installation, construction, relocation, maintenance, removal, 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; provided, however, in the event of any conflict or inconsistency between such codes, ordinances, regulations, standards, or procedures and this Franchise, the express terms and conditions ofthis Franchise will govern and control; provided, further, nothing herein shall be deemed to waive, prejudice, or limit any right of appeal afJorded by such codes, ordinances, regulations, standards, or procedures. Grantee or its agent shall contact the County for inspection upon completion of work. Puget Sound Energy, Inc. Franchise 7 3.4 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 ofthe 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. 3.5 Financial Security. The County may require Grantee to post financial security, as determined by the County, to ensure satisfactory completion of construction, including, but not limited to, restoration of the Franchise Area following the completion of Grantee's work therein. At the County's discretion, Grantee may provide and maintain a single on-going financial security covering multiple permits in lieu of individual surety. 3.6 Monuments. All survey monuments that are disturbed, displaeed, or destroyed by Grantee in its performance of any work under this Franchise shall be referenced and restored by Grantee, as per Chapter 332-120 WAC, as from time to time amended, and all pertinent federal, state and local standards and specifications. 3.7 Workmanlike Manner. All work performed by Grantee within the Franchise Area shall be done in accordance with adopted County codes, ordinances, regulations, standards, and procedures, together with the laws of the State of Washington, all as now exist or as later amended or superseded in a thorough, professional, and workmanlike marmer; provided, however, in the event of any conflict or inconsistency between any County codes, ordinances, regulations, standards, or procedures and this Franchise, the express terms and conditions of this Franchise will govern and control. 3.8 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 Jefferson County permit issued 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 ineonsistency 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 be liable for any damages resulting from Grantee's failure to provide adequate traffic control. SECTION 4 RELOCATION OF FACILITIES FOR PUBLIC IMPROVEMENT I>ROJECTS 4.1 Grantee at its own expense shall relocate 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 its Facilities within the Franchise Area to accommodate Public Improvement Projects may be constrained due to 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 Franchise Area and responsibility to Puget Sound Energy, Inc. Franchise 8 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 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. 4.2 In order to assist Grantee in planning for Public Improvement Projects that may require relocation of Grantee's Facilities within the Franchise Area, the County shall: a. Provide Grantee with a copy of the Jefferson County Six Year Transportation Improvement Program within thirty (30) days of its adoption by the Board; b. Provide Grantee each year with a copy of the Jefferson County Annual Construction Program within thirty (30) days of its adoption by the Board; c. Meet with Grantee at Grantee's request during the first quarter of each year to discuss Public Improvement Projects in the Annual Construction Program that may require relocation of Grantee's Facilities; and d. Provide Grantee with written notice and thirty percent (30%) complete plans for Public Improvement Projects that may require relocation of Grantee's Facilities within thirty (30) days of their preparation. 4.3 Whenever the County undertakes a Public Improvement Project that requires relocation 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 and reasonable plans, specifications, and schedule for the Public Improvement Project. Within thirty (30) days ofreceipt of the notice, plans, speci tications, and schedule, and subject to the exercise by Grantee of its rights under Section 4.4 or Section 4.5, Grantee shall provide the County with a proposed schedule to relocate its Facilities within the Franchise Area that will accommodate the County's schedule for the Public Improvement Project. 4.4 If Grantee foresees that it may be unable to relocate 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 its Facilities to accommodate the County's schedule for the Public Improvement Project and a proposed alternative schedule. The County shall evaluate Grantee's request and proposed alternative schedule in good faith and under the review standard specitied below in this Section 4.4 and provide a written response to Grantee. The County shall give Grantee's request full and fair consideration with due regard to Grantee's constraints and all other facts and circumstances which bear upon the request and shall not unreasonably withhold its approval of the request. Puge! Sound Energy, Inc. Franchise 9 4.4.1 In the event that the County, under the review standard required above, approves Grantee's request, thereafter and subject to this Section 4 the County and Grantee shall work cooperatively to establish a revised schedule for the Public Improvement Project and the relocation of Grantee's Facilities and Grantee shall relocate its Facilities within the Franchise Area so as to accommodate the revised schedule for the Public Improvement Project that is cstablished pursuant to this Section 4.4. 4.4.2 In the event that the County, under the review standard required above, rcasonably and properly denies Grantee's request, thereafter and subject to this Section 4 Grantee shall relocate its Facilities within the Franchise Area so as to accommodate the County's schedule for the Public Improvement Project. 4.5 After receipt of written notice of the required relocation and reasonable plans, specifications, and schedule for the Public Improvement Project under Section 4.3, Grantee may submit a request to the County to perform the relocation concurrently with the Public Improvement Project. Grantee shall submit said request with a proposed schedule for concurrent relocation not more than thirty (30) days after receiving the County's notice of the required relocation under Section 4.3. The County shall evaluate Grantee's request and proposed schcdule in good faith and under the review standard specified below in this Section 4.5 and provide a written response to Grantee. 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 not unreasonably withhold its approval of the request. 4.5.1 In the event the County, under the review standard required above, approves Grantee's request to relocate its Facilities concurrently with the Public Improvement Project, the County and Grantee shall thereafter work cooperatively to establish a schedule for the concurrent relocation of Grantee's Facilities and Grantee shall relocate its Facilities \\ithin the Franchise Area so as to accommodate said schedule for concurrent relocation that is established pursuant to this Section 4.5. 4.5.2 In the event the County, under the review standard required above, reasonably and properly denies Grantee's rcquest that the relocation be performed concurrently with the Public Improvement Project, Grantee shall relocate its Facilities within the Franchise Area so as to accommodate the County's schedule for the Public Improvement Project. 4.6 Subject to compliance by the County with the terms of this Section 4 and to the maximum extent provided by law, Grantee shall reimburse the County for any and all costs, expenses, and/or damages that are legally required to be paid by the County to its Third Party contractor(s) asa direct result of a delay in meeting the schedule for a Public Improvement Project that has been established under Section 4.3 when Grantee has not exercised its rights under Section 4.4 or Section 4.5 or that has been established pursuant to Section 4.4 or Section 4.5, but only if; as, and to the extent the delay is directly caused by Grantee's breach of its obligations under this Section 4 with respect to the relocation of Grantee's Facilities within the Franchise Area in accordance with such schedule for the Public Improvement Project; provided the County shall first provide Grantee written notice of any such elaim by the Third Party contractor(s) and provide Puge! Sound Energy. Inc. Franchise 10 Grantee the opportunity to work with the Third Party contractor(s) to resolve the claim for a period of not less than sixty (60) days prior to payment ofthe claim. Nothing in this Section 4.6 will require Grantee to bear or be responsible for any cost, expense or damage that results from any delay in meeting the applicable schedule for a Public Improvement Project if, as, and to the extent the schedule was established by the County in violation ofthe provisions for schedule adjustments undcr Section 4.4 or Section 4.5 or the delay is caused by the County, any Third Party, or a Force Majeure Event under Section 21.4. 4.7 If the County requires the subsequent relocation of any Facilities within five (5) years from the date of relocation of such Facilities pursuant to this Section 4, the County shall bear the entire cost of such subsequent relocation, except ifthe relocation is required by an emergency under Section 4.8. 4.8 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 rclocation of Grantee's Facilities within the Franchise Area, the County shall give Grantee notice of the cmergency as soon as reasonably practicable. Upon receipt of such notice from the County, Grantce shall relocate the affected Facilities as soon as reasonably practicable at Grantee's expense. 4.9 Whenever (a) any public or private development within the Franchise Area, other than a Public Improvement Project, 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 Third Party, then in such event, Grantee shall have the right as a condition of such relocation 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 of Grantee's Facilities. 4.9.1 Any condition or requirement imposed by the County upon any Third Party that requires the relocation of Grantee's Facilities shall be a required relocation for the purposes of this Section 4.9, 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. SECTION 5 UNDERGROUNDlNG FACILITIES 5.1 The Grantee acknowledges the County may desire to underground ovcrhcad Facilities within the Franchise Area. The County acknowledges that the Grantee utilizes such overhead Facilities to provide electrical service on a non-preferential basis subject to and in accordance with Tariffs on file with the WUTC. Subject to and in accordance with such Tariffs, Grantee will cooperate with the County in the formulation of policy and regulations concerning the undergroundingofthe Grantee's overhead Facilities within the Franchise Area. If, during the term of this Franchise, the County shall direct Grantee to underground overhead Facilities within the Franchise Area, such undergrounding shall be arranged and accomplished subject to and in accordance with Tariffs on file with the WUTC. This Section 5 shall govern all matters related to the undergrounding of Grantee's overhead Facilities within the Franchise Area. Puget Sound Energy, Inc. Franchise 11 SECTION 6 REMOVAL OF FACILITIES 6.1 In the event Grantee permanently eeases use of any of its aboveground Faeilities (i.e., Faeilities that are at or above grade and are not buried underground) \vithin the Franehise Area, Grantee shall, within one hundred eighty (180) days after sueh permanent eessation of use or sueh additional time as is agreed to between the Parties, remove sueh Faeilities at its sole cost and expense, except as set forth in Section 6.2. 6.2 With the express written consent of the Engineer, the Grantee may leave such aboveground Facilities in place subject to the conditions set forth in this Section 6.2. The Engineer's consent shall not relieve the Grantee of the obligation and/or costs to subsequently remove or alter such Facilities at the County's request, in which case the Grantee shall perform such work at no cost to the County in accordance with this Section 6. 6.3 The obligations contained in this Section 6 shall survive the expiration, revocation or termination ofthis Franchise. SECTION 7 RIGHTS NOT DERIVED FROM THIS FRANCHISE 7.1 Nothing in Sections 4, 5, or 6 shall require Grantee to bear any cost or expense in connection with the relocation, modification, undergrounding, 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 8 COORDINATION AND SHARED EXCAVATIONS 8.1 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 such work as a whole. Such efforts shall include, at a minimum, reasonable and diligent efTorts to keep the other Party and other utilities within the Franchise Area informed of its intent to undertake such eonstruction 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. The County will annually provide Grantee a copy of its adopted Six- Year Transportation Improvement Program. 8.2 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) suchjoint use shall not unreasonably delay the work of the Party causing the excavation to be made; and (b) such j oint use shall be arranged and accomplished on terms and conditions satisfactory to both Parties. Puget Sound Energy, Inc, Franchise 12 SECTION 9 HAZARDOUS SUBSTANCES 9.1 Hazardous Substances. In the exercise of its rights under this Franchise, Grantee agrees that it will not cause the release of any Hazardous Substance into or upon the Franchise Area contrary to any County, state or federal law, rules, regulations, ordinances and standards with respect thereto. Within twenty-four (24) hours of any such release that is discovered by Grantee, Grantee shall notify the Engineer and the Washington Department of Ecology in writing of such release. To the fullest extent required by applicable Federal and/or State law, Grantee shall be completely liable for any and all consequences of such release to the extent the same is caused by Grantee, including any such liability under any Federal or State law or at common law and shall have full responsibility for complete clean up, as required by any government agency, of any and all contamination from such a release. To the fullest extent authorized by applicable Federal and/or State law, the County shall be entitled to full reimbursement for all costs and damages incurred by it as the result of any release of such materials by Grantee. SECTION 10 EMERGENCY MANAGEMENT AND RESPONSE 10.1 Emergency Road Closures. Grantee shall be responsible for conducting appropriate planning and providing adequate resources to respond as expeditiously as practicable to any closure or curtailment oftraffie on County roads that is caused by Grantee's downed or damaged Facilities within the Franchise Area; provided that in no event will the foregoing obligate Grantee to take any actions or steps that are inconsistent or in conflict with its duties or obligations as a regulated electric utility under applicable public service laws and regulations. In the event of any conflict or inconsistency between this Section 10.1 and any such public service laws or regulations, the public service laws and regulations will govern and control. 10.2 Coordination. Annually, Grantee shall meet with the County Emergency Management Director, other public safety personnel, and the Engineer to coordinate emergency management operations. At least once a year, at the request of the County, Grantee's personnel shall actively participate with the County Emergency Operations Center in emergency preparedness drills and/or planning sessions. SECTION 11 HOMELAND SECURITY Il.l Due to the potential for terrorist attacks against Grantee's Facilities, Grantee shall cooperate and coordinate with County Emergency Management and law enforcement agencies to prevent and respond to terrorism. Information that Grantee determines to be confidential and that could compromise Grantee's operations will be open to review by the County at Grantee's Facilities. SECTION 12 VEGETATION MANAGEMENT 12.1 Integrated Vegetation Management Plan 12.1.1 The Grantee shall submit an Integrated Vegetation Management (IVM) Plan to the County for review and approval within 90 days of the effective date ofthis Franchise. The IVM Plan PugC! Sound Energy, Inc. Franchise 13 shall conform to the requirements of JCC 13.56.380 Vegetation Management and JCC 13.56.390 Aesthetic and Scenic Considerations, and to the standards of the International Society of Arboriculture. The IVM Plan shall address the assessment and removal of hazard trees and other vegetation within the Franchise Area with the potential to impact the Grantee's Facilities and result in road closure or traffic curtailment. The IVM Plan shall also address the use of pesticides and herbicides for vegetation management in the Franchise Area. Prior to revising its vegetation management policies or activities, the Grantee shall submit a revised IVM Plan to the County for revIew. 12.1.2 The Integrated Vegetation Management Plan shall identify vegetation species appropriate for location in proximity to Grantee's Facilities and shall specifY vegetation management practices that enhanee the identified species within and adjacent to the Franchise Area. 12.2 In order to avoid interference with the County's road construction and maintenance activities and mutually minimize vegetation maintenance costs and increase efficiency, Grantee shall provide a schedule of its proposed vegetation management activities to the County and meet with the County to coordinate vegetation management activities. 12.3 The requirements in Section 12.1 and 12.2 shall not limit Grantee's right under this Franchise to cut, trim or otherwise remove vegetation at any time within the Franchise Area which, due to proximity to Grantee's Facilities, poses an imminent threat to public safety, County Roads, or the reliable operation of Grantee's Facilities. ] 2.4 Use of pesticides and herbicides by the Grantee within the Franchise Area shall comply with the IVM Plan and applicable State and Federal regulations. SECTION 13 COUNTY USE OF GRANTEE'S FACILITIES 13.1 During the term ofthis Franchise, and with respect to poles that are owned by Grantee (in whole or in part), the County may, subject to Grantee's prior written consent which shall not be unreasonably withheld, install and maintain County-o"med communications equipment, wires, and/or fiber optic lines upon Grantee's poles which are Facilities located within the Franchise Area; provided that the County's use of such Facilities shall be for non-commercial municipal communications purposes and such use will be administered under a Joint Facilities Use Agreement between Grantee and the County. 13.2 Installation and maintenance shall be done by the County at its sole risk and expense in accordance with all applicable laws and subject to such reasonable requirements as Grantee may specifY from time to time, including requirements accommodating Grantee's Facilities or the facilities of Third Parties having the right to use Grantee's Facilities. 13.3 Grantee shall have no obligation arising under the indemnity and insurance provisions of this Franchise as to any circumstances directly or indirectly caused by or related to such County- owned cornmurncations equipment, wires, and/or fiber or the installation or maintenance thereof. 13.4 Grantee shall not charge the County a fee for the use of the poles under this Section 13 Puget Sound Energy, Inc. Franchise 14 as a means of deriving revenue therefrom; provided, however, that nothing herein shall require Grantee to bear any cost or expense in connection with any such installation and/or maintenance by the County. SECTION 14 GRADING OR EXCAVATING BY COUNTY 14.1 Grading and Excavating. 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 use its best efforts to coordinate such work with Grantee so as to protect Grantee's Facilities from harm, damage, or disturbance. SECTION 15 VACATION 15.1 In the event the County vacates any portion ofthc Franchise Area, the Board may, at its discretion and as provided for in Chapter 36.87.140 RCW, retain an easement in respect to the vacated land for the construction, maintenance, repair, and replacement of Grantee's Facilities that at the time of the vacation are specifically authorized under this Franchise or physically located on a portion ofthe land being vacated. The Board may also, at its discretion and by giving forty-five (45) 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 the Grantee by reason of such termination. SECTION 16 RIGHTS AND POWERS RESERVED TO THE COUNTY 16.1 Franchise Fee or other charge or fee. During the term of this Franchise should there become effective any State or Federal law that gives the County authority to impose a franchise fee or other charge or fee on Grantee or there is issued a judicial opinion and/or an official opinion ofthe Washington State Attorney General's Office that interprets state or federal law as giving the County said authority, the County may, within ninety (90) days after the effective date of such law, decision, or opinion, give Grantec written notice of the County's desire to commence negotiations to amend this Franchise to implement a franchise fee or other charge or fce in accordance with the applicable law, decision, and/or opinion. Such negotiations shall only relate to the implementation of such franchise fee or other charge or fee. Neither Party shall be obligated to reopen negotiations on any other term or condition of this Franchise. Within thirty (30) days after Grantee's receipt of the County's written notice to so commence such negotiations, the Parties shall, at a mutually agreeable time and place, commence such negotiations. The Parties shall thereafter conduct such negotiations at reasonable times, in a reasonable manner, in good faith, and with due regard to all pertinent facts and circumstances; provided, however, that (a) in the event the Parties arc unable, through negotiation, to reach mutual agreement upon the terms of the amendment within a reasonable period of time, then either Party may terminate this Franchise by giving not less than one hundred eighty (180) days' advance written notice to the other Party, and (b) pending such negotiations and/or termination, the Franchise will remain in full force and effect per its terms. 16.2 County Expenses. As and to the extent permitted by applicable law, the County may recover from the Grantee the actual administrative expenses incurred by the County that are directly Puge! Sound Energy, Inc. Franchise IS related to (a) receiving and approving a permit, license, or this Franchise, (b) inspecting plans and construction, and (c) preparing a detailed statement pursuant to Chapter 43.2] C RCW. ]6.3 Damage to Grantee's Facilities. 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 ofthe 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 or any other written agreement between the Parties or otherwise limit any right or remedy to which Grantee is entitled by contract or applicable law. SECTION 17 INDEMNIFICATION AND HOLD HARMLESS 17.1 In addition to and distinct from the insurance requirements of thid'ranchise, Grantee shall indemnify, defend, and hold harmless the County, its elected and appointed officers, officials, employees, representatives, and agents (collectively referred to as the "Indemnitees") from any and all Third Party claims, demands, actions, suits, liabilities, losses, expenses, damages, and judgments of any nature whatsoever, including all costs and attorneys fees, made against the Indemnitees on account of injury or damage to the person or property of another, to the extent such injury or damage is caused by the negligence of Grantee, its agents, representatives, employees, lessees, contractors, or subcontractors in exercising the rights granted to Grantee under this Franchise. 17.2 In the event any such claim or demand is presented to or filed with the County that causes the County to choose to invoke its rights under this Section 17, the County shall promptly notify Grantee thereof, and Grantee shall have the right, at its election and at its sole cost and expense, to settle and compromise such claim or demand as it pertains to Grantee's responsibility to indemnify, defend, and hold harmless the Indemnitees. In the event any suit or action is begun against the County based upon any such claim or demand, the County shall likewise promptly notify Grantee thereof, and Grantee shall have the right, at its election and its sole cost and expense, to settle and compromise such suit or action, or defend the same at its sole cost and expense, by attorneys of its own election, as it pertains to Grantee's responsibility to indemnify, defend, and hold harmless the Indemnitees. 17.3 In any and all claims against the Indemnitees by any otllcer, employee, representative, or agent of the Grantee, its contractors, subcontractors, or lessees, or anyone directly or indirectly employed by any of them, or anyone for whose acts any ofthem may be liable, the indemnification obligation under this Section 17 shall not be limited in any way by any limitation on the amount or type of damages, compensation, or benefits payable by or for the Grantee, its contractors, subcontractors, or lessces undcr worker's compensation acts, disability benefit acts, or other employee benefit acts. It is fUrther specifically understood that, solely to the extent required to enforce the indemnification provided herein, Grantee waives its immunity under Chapter 5] RCW Industrial Insurance; provided, however, the foregoing waiver shall not in any way preclude Grantee from raising such immunity as a defense against any claim brought directly against Grantee by any of its employees. This waiver has been mutually negotiated by the Parties and is authorized by RCW Puget Sound Energy, Inc. Franchise ]6 4.24.115. Grantee acknowledges that the County would not enter into this Franchise without this waiver thereof. 17.4 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 17. 17.5 Said indemnitlcation and hold harmless obligations shall extend to claims which are not reduced to a suit and any claims which may be compromised prior to the culmination of any litigation or thc institution of any litigation. 17.6 In the event ofliability for damages arising out of bodily injury to Persons or damages to property or business caused by or rcsulting from the concurrent negligencc of Grantee and the County, Grantee's liability hereunder shall apply only to the extent of negligence attributable to the Grantee, its agents, cmployees, representatives, lessees, contractors, and subcontractors. 17.7 The provisions of this Section 17 shall survivc the expiration or termination of this Franchise. Further, all provisions of this Section 17 shall apply to the successors, assigns, and lessees of Grantee. SECTION 18 INSURANCE 18.l Grantee Insurance. Grantee shall procurc and maintain for the duration of this Franchise the following insurance: a. Commercial General Liability insurance and, ifneccssary, Umbrclla Liability insurance, which will cover bodily injury, property damage, and any other exposure which can be reasonably identified as potentially arising from Grantee's activities within the Franchise Arca. 'Iile limit of liability shall not be less than five million dollars ($5,000,000) each occurrence. The County, its clected 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 the Grantee's activities within the Franchise Area and shall include completed operations, collapse, explosions, and underground hazards. b. Business Automobile Liability insurance for owned, non-owned, and hired vehicles with limits of not less than five million dollars ($5,000,000) per person, five million dollars ($5,000,000) per occurrence. c. Workers' Compensation insurance as required by Chapter 51 RCW and Employers Liability Coverage with a limit of not less than five million dollars ($5,000,000) per occurrence. d. The insurance policies required by this section shall be maintained at all times by Grantee. Each liability policy shall be endorsed to require the insurer to notify thc County at least forty-five (45) days before the policy can be canceled by either Party, and to require notice of cancellation duc to non-payment of premium to be mailed to the County as well as the named insured. Grantce shall be obligated to replace or renew the canceled or expiring policy and show proof in the form of a certificate of insurancc, at least twenty (20) days before the expiration or cancellation of the Puget Sound Energy, Inc. Franchise 17 existing policy(s). e. Grantee shall furnish the County with properly executed certificates of insurance or a signed policy endorsement, which shall clearly evidence all insurance requircd in this Section] 8.1. The certificates will, at a minimum, list the limits of liability and coverage. f. Grantee or its agent will provide a copy of any and all insurance policies specified in this Franchise upon request of the County. g. 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. 18.2 Self-Insurance. In lieu of the insurance requirements set forth in Section 18.1, 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 the Grantee maintains such self-insurance. 18.3 The obligations contained in this Scction 18 shall survive the expiration, revocation or termination of this Franchise. Further, all provisions of this Section 18 shall apply to the successors, assigns, and lessees of Grantee. SECTION 19 LIMITATION OF LIABILITY ] 9.1 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, 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 WUTC, any hearing officer or administrative law judge, and/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 ofthis Franchise by the County; or for the accuracy of plans submitted to the County. SECTION 20 DISPUTE RESOLUTION 20.1 The Parties agree to use their best efforts to prevent and resolve disputes before they escalate into claims or legal actions. 20.2 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: a. Level One: The Engineer or his designee shall meet with the Grantee's Municipal Liaison Manager or his designee to discuss and attempt to resolve the dispute in a timely manner, Jfthey 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. Puget Sound Energy, Inc. Franchise 18 b. Level Two: The County Administrator or his designee shall meet with Grantee's designated representative to discuss and attempt to resolve the dispute in a timely manner. 20.3 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 21 or institute a legal proceeding in any court and/or with governmental agency having jurisdiction over the dispute. 20.4 No provision ofthis 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 21 TERMINATION OF FRANCHISE 21.1 Default by Grantee. If Grantee materially breaches any term or condition of this Franchise, the County may terminate this Franchise in accordance with Section 21.2. Upon termination of the Franchise, all rights of Grantee hereunder shall cease. 21.2 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 sixty (60) days after Grantee's receipt of written demand by the County to so comply. Prior to terminating the Franchise, the County shall give the Grantee at least ten (10) days wTitten notice of a regularly scheduled meeting of the Board of County Commissioners at which meeting the Board intends to formally revoke or terminate the Franchise. At such meeting, the Board shall consider a report from the Engineer regarding the Franchise breach and hear any Person desiring to be heard on the Franchise termination. If the Board determines that Grantee's breach justifies revocation or termination ofthe Franchise, the Board may pass a resolution declaring that the Franchise is revoked or terminated. 21.3 Extension of Cure Period. If any breach of this Franchise by Grantee cannot be corrected with due diligence within the sixty (60) day period specified in Section 21.2 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. 21.4 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. Puge! Sound Energy, [nc. Franchise 19 21.5 Disputc Rcsolution. Neither Party may invokc or rely upon the terms and obligations of this Section 21 (except for the Force Majeure rights in Section 21.4) until such time as the Dispute Resolution procedure listed in Section 20 has been utilized by the aggrieved Party. SECTION 22 ASSIGNMENT OF FRANCHISE 22.1 Assignment. Grantee may not assign or otherwise transfer its rights, privileges or authority under this Franchise without the prior \vritten authorization and approval ofthe 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 Franchisc, assuming all rights and obligations hereunder and agreeing to perform the terms and conditions under this Franchise. The County hereby authorizes and approves the mortgage by Grantce of its rights, privileges, and authority under this Franchise to the trustee for its bondholders. 22.2 Binding on Successors. All provisions, conditions, regulations, and requirements hcrein contained shall bc binding upon the successors and assigns of Grantec and all privilegcs as well as all obligations and liabilities of Grantee shall inure to its successors and assigns equally as if they were specifically mentioned wherevcr Grantee is mentioned. SECTION 23 INCORPORATION/ANNEXATION 23.1 City or Town. If any portion of the Franchise Area covered by this Franchise is incorporated into the limits of any city or tovm, 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 Franchisc as to the portion incorporated. This Franchise shall continue as to all of the Franchisc Area not incorporated into a city or town. 23.2 New County. If: pursuant to Articlc XI 93 of the State of Washington Constitution, territory is stricken or taken from the County and a new county is established from the territory taken from the County, this Franchise shall terminatc as to any portion of the Franchise Area v/ithin the territory so taken to establish the new county and the County shall be released of its obligations under this Franchise as to the territory taken. This Franchise shall continue as to all of the Franchise Area not taken from thc County. SECTION 24 NON-WAIVER OF RIGHTS 24.1 The County and Grantee agree that the excuse or forgiveness of performance or waiver of any provision(s) of this Franchise does not constitute a waiver of such provision(s) or future performance or prejudice the right of the waiving Party to cnforce any of the provisions of this Franchise at a subsequent time. SECTION 2S GOVERNING LAW AND VENUE 25.1 Govcrning 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. Puget Sound Energy, Inc. Franchise 20 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 any of the courts of competent jurisdiction in Jefferson County, Washington or as provided for in Chapter 36.01.050 RCW. SECTION 26 PUBLICATION AND NOTICES 26.1 Cost. To the extent consistent with Section 16.2, Grantee shall assume the actual, out- of-pocket costs incurred by the County to publish and post legal notices of the public hearing required for this Franchise by RCW 36.55.040 and to record this Franchise with the Jefferson County Auditor as required by RCW 36.55.080. 26.2 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: Jefferson County Public Works Department 623 Sheridan Street Port Townsend, W A 98368 Notice and billings to Grantee shall be sent to: Puget Sound Energy, Inc. Municipa] Liaison Manager KSP-SVC 6522 Kitsap Way Bremerton, WA 983]2 Grantee shall promptly notity the County of any change in the notice or billing addresses. SECTION 27 TARIFFS AND NOTICE OF TARIFF CHANGES 27.] This Franchise is subject to the provisions of any applicable Tariff on file with the WUTC or its successor. In the event of any conflict or inconsistency between the provisions of this Franchise and such Taritl; the provisions of such Tariff shall control. 27.1 Grantee shall, when making application for any changes in Tariffs affecting the provisions ofthis Franchise, notify the County in \'<Titing ofthe application and provide the County with a copy of the submitted application within five (5) days offiling with the WUTC. Grantee shall further provide the County with a copy of any actual approved Tariff(s) affecting the provisions of this Franchise. SECTION 28 SEVERABILITY AND SURVIVABILITY 28.1 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 provisions shall not be affected and the Parties' rights and obligations shall be construed and enforced as if the Franchise did Puget Sound Energy, Inc. Franchise 21 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. 28.2 The headings of the sections and paragraphs of this Franchise arc for convenience of reference only and are not intended to restrict, affect, or be of any weight in the interpretation or construction of the provisions of such sections or paragraphs. 28.3 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. SECTION 29 AMENDMENT TO FRANCHISE 29.] This Franchise may be amended by mutual wTitten agreement of the Parties (which specifically states that it is an amendment to this Franchise) upon compliance with the requirements of Chapter 36.55 RCW. SECTION 30 ENTIRE AGREEMENT 30.] Entire Agreement. The Parties agree that this Franchise is the complete expression of the terms and conditions hereunder and cannot be changed orally, but only by an instrument in \Hiting executed by the Parties. Upon the adoption date of this Franchise and acceptance of the Franchise by Grantee, all prior franchises between the County and Grantee, or its predecessors in interest, for the transmission, distribution, and/or sale of electric power shall be deemed repealed. Any oral or wTitten representations or understandings not incorporated herein are specitically excluded. Puget Suund Energy, Inc. Franchise 22 APPROVED AND ADOPTED this ATTEST: Erin Lundgren Clerk of the Board Pugct Sound Energy, Inc. Franchise day of ,201 . JEI<'I<'ERSON COUNTY BOARD OF COMMISSIONERS David W. Sullivan. John Austin, . . Phil Johnson. ' . APPROVED AS TO FORM: 1 . 1 t) J 1-::- ",,-1 '! f -.:> fl.'/! . t .t::.Z.tlt "', -~ .ox' <~) f' 1 \ .,'; /~~ 1 /f :1\../ &It>.,, ci David Alvarez Deputy Prosecuting Attorney 23 .c..r)'j-:j Puget Sound Energy, Inc. Franchise Attachment A - Puget Sound Energy, Inc. Service Territory Township Range Sections 25 North I West 2-5 26 North I West 1-3,9-12,14-16,21-23,27 -29,32-35 27 North I East 1-9,16-20,30 27 North 1 West I - 20, 22 - 32, 34 - 36 27 North 2 West 1 - 4,9 - 16,21 - 28,36 28 North 1 East 4-10,15-23,25-35 28 North 1 West 1 - 36 28 North 2 West 1 - 4, 9 - 16,21 - 28,33 - 36 29 North 1 East 3-10,16-19,29-33 29 North 1 West 1 -36 29 North 2 West 1 - 4, 9 - 16,21- 28,33 - 36 30 North 1 East 17, 18,20,28,29,32,33 30 North 1 West 4 - 9, 16 - 22,26 - 35 30 North 2 West 12, 13,24,25,27,28,33 - 36 31 North 1 West 31 - 33 Puget Sound Energy, Inc. Franchise 24 JEFFERSON COUNTY, WASHINGTON ACCEPTANCE OF RESOLUTION NO. The undersigned, Puget Sound Energy, Inc" a Washington corporation, hereby wholly accepts Jefferson County Resolution No, Granting A Nonexclusive Franchise (the "Franchise Agreement"), which was adopted by the Jefferson County Board of Commissioners on the day of ,2010 and provides that: Jefferson County, Washington grants Puget Sound Energy, Inc, the right, privilege, authority, and franchise to install, construct, repair, replace, maintain, relocate, extend, remove, operate, and use Facilities in, upon, over, under, along, through, and across the Franehise Area pursuant to the terms of the Franchise Agreement. This Acceptance of the Franchise Agreement is unconditionally made without reservation and is expressly part of the Franchise Agreement, which is hereby incorporated by reference, Puget Sound Energy, Inc, hereby accepts all of the rights and privileges of the Franchise Agreement subject to all of the terms, conditions, duties, and obligations provided therein, IN TESTIMONY WHEREOF said Puget Sound Energy, Inc, has caused this written Acceptance to be executed in its name by its undersigned authorized signer, thereunto duly authorized on the day of __ PUGET SOUND ENERGY, INC, By: Print Name: Title: STATE OF WASHINGTON SS. COUNTY OF I certify that I know or have satisfactory evidence that , known to be the ofPuget Sound Energy, Inc" a Washington corporation, is !be person who appeared before me, and said person acknowledged that he/she signed this instrument, on oath stated that he/she was duly authorized to execute the instrument on behalf of the corporation, and acknowledged it to be the free and voluntary act of such party for the uses and purposes herein described, GIVEN under my hand and official seal this _ day of Notary Public in and for the State of Washingtonresiding at My commission expires Puget Sound Energy, Inc. Franchise 25