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559825 PGS:26 RESO
05112/2011 11 36 RM $87.00 PUGET SOUND ENERGY INC
Jefferson County WA Ruditor's Office - Donna Eldridge Ruditor
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Jefferson County I'ublic Works Department
623 Sheridan Street
Port Townsend, W A 98368
DOCUMENT TITLE
Puget Sound Energy, Inc. Franchise
REFERENCE NUMBER(S) OF RELATED DOCUMENTS
Jefferson County Board of Commissioners Resolution 14-11
Additional Reference #5 on page __
GRANTOR(S) (Last, First and Middle Initial)
Jefferson County
Additional grantor on page ~..
GRANTEE(S) (Last, First and Middle Initial)
Puget Sound Energy, Inc.
Additional grantee on page _
LEGAL DESCRIPTION (Abbreviated fom>: i.e. lot, block, plat or section, townsbip, range, quarter/quarter)
NA - Jefferson County Road Rights-of-way within Sections, Townships, and Ranges listed
in Puget Sound Energy, Inc. Franchise, Attachment A - Puget Sound Energy, Inc. Service
Territory
Additional legal on pag!;;: _
ASSESSOR'S PROPERTY TAX PARCEL/ACCOUNT NUMBER
NA - Jefferson County Road Rights-of-way
Additional parcel its on page_
The Auditor/Recorder will rely on the information provided on this form. The staff will not read the document to
verify the accuracy or completeness of the indexing information provided herein.
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
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Resolution 1'+-/1
Granting A Nonexclusive
Franchise
WHEREAS, adoption by the Jefferson Board of County Commissioners, hereinafter the
Board, of a 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, Jeffersol! County Code Chapter 13.56 specifies standards and procedures for
granting nonexclusive franchilles for utility providers to occupy County rights-of-way; and
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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:
1. Grantee has the financial and techuical ability to fulfill its obligations under a franchise granted
by Jefferson County;
2. Grantee has legal standing to be granted a franchise;
3. Grantee currently has utility facilities 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 instaIlation, maintenance, and repair of
Grantee's facilities;
Puget 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 consistent 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 (JCC) 13.56; and
WHEREAS, pursuant to Chapter 36.55 RCWand 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 21st day of March, 2011; 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 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 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 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 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 respouse 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 "JCe" 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
venture, or org/ln1:mtion of any kind.
Puget Sound Energy, Inc. Franchise
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1.13 "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, 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 cable, conduit, or network
facilities. For the avoidance of doubt, a Public Improvement Project win not include any
development or other activity requiring the relocation of Grantee's Facilities for the benefit of a Third
Party. Any such relocation sha11 be subject to the rights provided to Grantee in Section 4.9.
1.14 "Tariff' means Tariffasthattermis defined in WAC 480-80-030, orsuch similar definition
describing a document that sets forth terms and conditions of regulated service, including rates,
charges, tons, 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 withjurisdiction over public
service compauies 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 compauies.
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 RCWand 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 se~ 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 anytitIe 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 win not be deemed to be, located
Puget Sound Energy. Inc. 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 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 Chapter 13.56 Utilities, 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
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 of the 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 within 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 righlS and obligations of the 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 acctiracy thereof and to the extent the location of the Facilities are shown such Facilities
are shown in approximate location. Upon the County's request, in connection with the design of any
County Public ~provement Project within the Franchise Area, Grantee shaI1 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
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within the Franchise Area, nothing herein is intended nor shall be construed to relieve either Party of
their respective pbligations arising tmder applicable law with respect to determining the location of
utility facilities.
2.4 Term of Franchise.
2.4.1 Term of Franchise. This Franchise is granted for a period offifteen (15) years from
the date of adoption of the Franchise by the Board. As an express condition of this Franchise, within
thirty (30) days after the adoption of this Franchise by the Board, Grantee shall file with the Clerk of
the Board its written acceptance of the Franchise. At the time of filing its written acceptance, or
promptly thereafter, Grantee shaH reimburse the Cotmty for the administrative expenses required to
be paid by Grantee tmder Section 16.2, deliver to the Cotmty the required evidence of insurance set
out in Section 18, and reimburse the COtmty for all publication costs required in Section 26 and for
the cost offilingthis Franchise with the Jefferson COtmty 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 nu1l and void.
2.4.2 Franchise Renewal. This Franchise may be renewed, at the sole discretion of the
Board, for one additional ten (1 0) year period upon the written request of Grantee, such request to be
submitted not more than two (2) years nor less than one htmdred-eighty (180) days prior to the
expiration of the: initial fifteen (15) year term.
2.5 NOli1exclusive Franchise. The Franchise granted herein shall be nonexclusive. The
Cotmty 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 heretmder
as the Cotmty deems appropriate, so long as the same does not interfere with Grantee's rights tmder
this Franchise. Subject to this Franchise, Grantee shall not prevent or prohibit the Cotmty from
constructing, altering, maintaining, or using any portion of the Franchise Area or affect its
jurisdiction over any part thereof, the Cotmty having full power and authority to make all necessary
changes, relocations, repairs, or maintenance of the Franchise Area as the Cotmty deems appropriate.
Grantee acknowledges that it cannot exclude the COtmty 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.
2.6 Facllities lnsta1led 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 Faci1ities exist as of the 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 ariy applicable County codes, ordinances, regulations, standards, procedures, and/or.
permits, as now exist or as later amended or superseded.
Puget Sound Energy, Inc. Franchise
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SECTION 3 PERFORMANCE OF WORK
3.1 Pernrit Required.
3.1.1 Work by Grantee within the Franchise Area shall conform to the requirements of
the applicable codes, ordinances, and standards, including ICC Chapter 13.56 Utilities; provided,
however, in the event of a conflict or inconsistency between any such requirements and this
Franchise, the e~press 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 ICC 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 writing 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 Areame 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. Afttir 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
inunediately pri6r 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 of this Franchise will
govern and cont'rol; provided, further, nothing herein shall be deemed to waive, prejudice, or limit
any right of appeal afforded 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 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.
3.5 Fin!mcial 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, displaced, 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 standaTds and specifications.
3.7 Workmanlike Mauner. 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 manner; provided, however, in the event of
any conflict or inconsistency between any County codes, ordinances, regulations, standards, or
procedures and ibis 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, how~ver, 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 be
liable for any c1~m!lBes resulting from Grantee's failure to provide adequate traffic control.
SECTION 4 RELOCATION OF FACILITIES FOR PUBLIC IMPROVEMENT
PROJECTS
4.1 Grantee at its own expense shall relocate its Facilities existing within the Franchise
Area as necessary to acco=odate Public Improvement Projects, in accordance with and subject to
the terms and copditions 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 manaee the Franchise Area and responsibility to
Puget Sound Energy, Inc. Franchise
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construct Public Improvement Projects within the County's funding and scheduling constraints, the
Parties will at !ill 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 l'tojects 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 of receipt of the fiotice, plans,
specifications, aild schedule, and subject to the exercise by Grantee ofits 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 acconimodate 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 schedulefortbe
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
specified 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.
Puget Sound Energy, Inc. Franchise
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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 established pursuant to
this Section 4.4;
4.4.2 In the event that the County, underthe review standard required above, reasonably
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 shaII 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 schedule 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 within 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, underthe review standard required above, reasonably and
properly denies'Grantee's request 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 ~ection 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 ofits 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 claim by the Third Party contractor(s) and provide
Puget 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 of the 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 i~ as, and to the extent the
schedule was established by the County in violation of the provisions for schedule adjustments under
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 if the 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 pQses 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.
4.9 Whenever (a) any public orprivate development within the Franchise Area, other than
a Public Improvement Project, requires the relocation of Grantee's Facilities within the Franchise
Area to acconui:1odate 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 orThird
Party to reimbuise Grantee, at a time and upon terms acceptable to Grantee, for any and all costs and
expenses incurrbd 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,Jncluding, 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 UNDERGROUNDING FACILITIES
. 5.1 The Grantee acknowledges the County may desire to underground overhead 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
undergrounding,ofthe Grantee's overhead Facilities within the Franchise Area. IT, during the term of
this Franchise, the County shall direct Grantee to underground overhead Facilities within the
Franchise Area, such under grounding 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
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SECTION 6 REMOVAL OF FACILITIES
6.1 In the event Grantee permanently ceases use of any of its aboveground Facilities (i.e.,
Facilities that are at or above grade and are not buried underground) 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 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 shaH 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 shaII survive the expiration, revocation or
termination of this 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 PursuaD.t 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 shaII 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 shaII include, at a minimum, 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 shaH 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 wiIl annually provide Grantee a copy ofits
adopted Six-Year Transportation Improvement Program.
8.2 If either Grantee or the County shaII 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 shaII not
unreasonably delay the work of the Party causing the excavation to be made; and (b) such joint use
shaH 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 contaminlltion 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 xbaterlals 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 of traffic 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 thatare 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 HOMELANDSEcumITY
11.1 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 of this Franchise. The IVM Plan
Puget Sound Ener']Y' 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.
12.12 The Integrated Vegetation Management Plan shall identify vegetation species
appropriate for lOcation in proximity to Grantee's Facilities and sha1l specifY vegetation management
practices that erihance the identified species within and adjacent to the Franchise Area.
122 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 sha1l 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 operiation of Grantee's Facilities.
12.4 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 DuPng the term of this 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-owned communications equipment, wires,
and/or fiber opti~ 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 Installl,ltion 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 ofThiJ;d 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 cansed by or related to such Coimty-
owned communications 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 andlor 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. I In the event the County vacates any portion of the 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 Gran tee's Facilities that at
the time of the vacation are specifically authorized under this Franchise or physically located on a
portion of the 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 ~o vacated. The County sha1I not be liable for any damflges or loss to the Grantee by
reason of such termination.
SECTION 16 RIGHTS AND POWERS RESERVED TO THE COUNTY
16. I Fnmchise 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 andlor an official opinion of the
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 Grantee written notice of the County's desire to commence negotiations to amend
this Franchise to implement a franchise fee or other charge or fee in accordance with the applicable
law, decision, andlor 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 mutua1Iy 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 are unable, through
negotiation, to reach mutual agreement upon the terms of the amendment within a reasonable period
of time, then eit)1er Party may terminate this Franchise by giving not less than one hundred eighty
(180) days' advimce written notice to the other Party, and (b) pending such negotiations andlor
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 thli Grantee the actual administrative expenses incurred by the County that are directly
Puget Sound EDergy, Inc. Franchise 15
related to (a) receiving and approving a permit, license, or this Franchise, (b) inspecting plans and
construction, and (c) preparing a.detaiIed statement pursuant to Chapter 43.21C RCW.
16.3 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 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 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. I In addition to and distinct from the insurance requirements of this Franchise, 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, andjudgments
of any nature whatsoever, including all costs and attorneys fees, made against the Indenmitees 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 ih 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 Courity to choose to invoke its rights under this Section 17, the County shall promptly
notifY Grantee thereof, and Grantee sha1I 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 thelndemnitees. 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 Indenmitees.
17.3 In liny and all claims against the Indemnitees by any officer, 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 of them may be liable, the indemnification
obligation undet this Section 17 sha1I 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 lessees under worker's compensation acts, disability benefit acts, or other
employee benefit acts. It is further specifica1Iy understood that, solely to the extent required to
enforce the indemnification provided herein, Grantee waives its immunity under Chapter 5 I RCW
Industrial Insll1'liI1ce; provided, however, the foregoing waiver shall not in anyway 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 En""&)', Inc. Franchise 16
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 perfonned by Grantee shall not be
grounds for avoidance by Grantee of any of its obligations under this Section 17.
17.5 Said indemnification and hold hannless 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 the .institution of any litigation.
17.6 In the event ofIiability for damages arising out of bodily injury to Persons or damages
to property or bnsiness cansed by or resulting from the concurrent negligence of Grantee and the
County, Grantee's liability hereunder shall apply only to the extent of negligence attributable to the
Grantee, its agents, employees, representatives, lessees, cOntractors, and subcontractors.
17.7 The provisions of this Section 17 shall survive 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
18.1 Grantee Insurance. Grantee shall procure and maintain for the duration of this
Franchise the following insurance:
a. Commercial General Liability insurance and, if necesSlll)', 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 activities within the Franchise Area. The limit of
liability shall not be less than five million dollars ($5,000,000) each occurrence. The County, its
elected and appointed officers, officials, employees, agents, and representatives shall be named
as additional insureds with re8p\:Ct 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. Bnsiness Automobile Liability insurance for owned, non-owned, and hired vehicles with limits
of not less than five million dollars ($5,000,000) per person, fivemilIion do1Iars ($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 insuranee policies required by this section shall be maintained at all times by Grantee. Each
liability polipy shall be endorsed to require the insurer to notify the County at least forty-five (45)
days before the policy can be canceled by either Party, and to require notice of cancellation due
to non-payment of premium to be mailed to the County as well as the named insured. Grantee
shall be obligated to replace or renew the canceled or expiring policy and show proofin the fonn
of a certificate of insurance, 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 required in this Section 18.1. 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 Section 18 shall survive the expiration, revocation or
termination of this Franchise. Further, all provisions of this Section 18 shaIl apply to the successors,
assigns, and lessees of Grantee.
SECfION 19 LIMITATION OF LIABILITY
19.1 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 Of this Franchise by the County; or for the accuracy of plans submitted to the County.
SECTION 20 DISPUTE RESOLUTION
20.1 ~ 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. If they
cannot resol;ve 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 EnerllY, 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) busiiless 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 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 21 TERMINATION OF FRANCHISE
2 1.1 Default by Grantee. If Grantee materially breaches any term or condition of this
Franchise, the County inay terminate this Franchise in accordance with Section 21.2. Upon
termination of the Franchise, all rights of Grantee hereunder shall cease.
21.2 Prqcedure. The County mayterm;n"te 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 written notice of a regularly
scheduled mee$g 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 oftl).e 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 proptptly 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. ,
Puget Sound Energy, Inc. Franchise 19
21.5 Dispute Resolution. Neither Party may invoke 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 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.
The County hereby authorizes and approves the mortgage by Grantee 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
herein contained shaII be binding upon the successors and assigns of Grantee and all privileges as
well as all obligations and liabilities of Grantee shaII inure to its successors and assigns equally as if
they were specifically mentioned wherever 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 town, this Franchise shall terminate as to any such portion
within the corpqrate 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 a city or town.
23.2 New County. If, pursuant to Article XI ~3 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 shaII terminate as to any portion of the Franchise Area within 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 the County.
SECTION 24 NON-WAIVER OF RIGHTS
24. I 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 enforce any of the provisions of this
Franchise at a subsequent time.
SECTION 25 GOVERNING LAW AND VENUE
25. I 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 shaII 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 Coun!1' 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 Sheii.dan Street
Port Townsend, W A 98368
Notice and billings to Grantee shall be sent to:
Puget Sound Energy, Inc.
MunicipaJ. Liaison Manager
KSP-SVC
6522 Kitsap Way
Bremerton, WA 98312
Grantee shall promptly notify the County of any change inthe notice or billing addresses.
SECTION 27 TARIFFS AND NOTICE OF TARIFF CHANGES
27.1 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 Tariff, the provisions of such Tariff shall control.
27.1 GTantee shall, when making application for any changes in Tariffs affecting the
provisions of this Franchise, notify the County in writing of the 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 lnvalid 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 Enef!iy, 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 Thp headings of the sections and paragraphs of this Franchise are 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 Franchisethat by their sense and context are
intended to survive the expiration or termination of this Franchise shall so survive.
SEmON 29 AMENDMENT TO FRANClllSE
29.1 This Franchise may be amended by mutual written 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.
SEmON 30 ENTIRE AGREEMENT
30.1 Entire Agreezpent. 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
writing 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 written representations or understandings not incorporated herein are specifically
excluded.
Puget Sound Energy, Inc. Franchise
22
APPROVED AND ADOPTED this ) 2~y of /f.pJUO
ATIEST:
~na
Clerk ~f the-Board
Puget Sound Energy. Inc. Franchise
JEFFERSON COUNTY
BOARD OF COMMISSIONERS
I2~J~'
David w. Sullivan,c:At6m~f!-
~~
~
.2010.
APPROVED AS TO FORM: . J I
J)evJ ~ J:/<-O)t)
David Alvarez tJ
Deputy Prosecuting Attorney
23
Puget Sound Energy, Inc. Franchise
: Attachment A - Puget Sound Energy, Ine. Service Territory
TownshiD Ranee Sections
25 North 1 West 2-5
26 North 1 West 1-3,9-12,14-16,21-23,27-29,32-35
27 North 1 East 1-9,16-20,30
27 North 1 West 1-20,22 -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