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HomeMy WebLinkAbout060517_ca02Department of Public Works O Consent Agenda Page 1 of 2 Jefferson County Board of Commissioners Agenda Request To: Board of Commissioners Philip Morley, County Administrator From: Monte Reinders, P.E., County Engineer / Public Works Director Agenda Date: June 5, 2017 Subject: Mason County PUD #1 Electric Power Franchise Schedule Public Hearing Statement of Issue: Mason County PUD#1 has applied to Jefferson County to renew its non-exclusive franchise for an electric power system located in southern Jefferson County. The Franchise Area would include all County Road rights-of-way located within the following Sections: Township 25 North, 3 West, Section 1 Township 26 North, 3 West, Section 24 Township 26 North, 2 West, Sections 2, 3, 11, 12, 13, 14, 23, 24, 26, 28, 29, 30, 33, 34 Et 35 Township 26 North, 1 West, Sections 7, 18 Et 19 Township 25 North, 2 West, Sections 2, 3, 7, 8, 9, 10, 11, 14, 15, 16, 17, 20, 21, 22, 23, 28, 29, 30, 31 Et 32 Attached is a public hearing notice for a Board of Commissioners' public hearing on the Franchise Resolution at 10:30 AM on July 10, 2017. Analysis/Strategic Goals/Pro's & Con's: Significant franchise terms and conditions: In accordance with RCW 36.55.040, upon application to the County legislative authority for a franchise, it shall fix a time and place for hearing the same and shall give public notice at the expense of the applicant. Department of Public Works O Consent Agenda Page 2 of 2 Fiscal Impact/Cost Benefit Analysis: All costs related to the advertising costs for the hearing notice and the installation, maintenance and repair of the utilities under this Franchise shall be the responsibility of the Applicant. Recommendation: The Department requests that the Board schedule a public hearing on the Franchise Resolution at 10:30 AM on July 10, 2017 and direct the Chair of the Board to sign the attached public hearing notice. As per the requirements of RCW 36.55, public hearing notices will be published in the Leader on June 28 and July 5, 2017 and will be posted at three locations in Port Townsend. Public Works will also post the public hearing notice and Franchise Resolution on the County's Internet home page. Department Contact: Jim Pearson, 385-9160 Reviewed By: 6Philip Morley, County Administ or Date NOTICE OF PUBLIC HEARING MASON COUNTY PUD #1 ELECTRIC POWER FRANCHISE Notice is hereby given that the Jefferson County Board of Commissioners will conduct a public hearing on Monday July 10 2017 at 10 30 AM in the Commissioners Chambers at the Jefferson County Courthouse 1820 Jefferson Street Port Townsend Washington to take testimony concerning a Resolution granting a nonexclusive electric power Franchise to the Mason County Public Utility District #1 to construct maintain and operate electric power transmission and distribution facilities within County Road rights of way located in the following Sections in the southerly portion of unincorporated Jefferson County Township 25 North 3 West Section 1 Township 26 North 3 West Section 24 Township 26 North 2 West Sections 2 3 11 12 Township 26 North 1 West Sections 7 18 & 19 Township 25 North 2 West Sections 2 3 7 8 9 30 31 & 32 13 14 23 24 26 28 29 30 33 34 & 35 10 11 14 15 16 17 20 21 22 23 28 29 Copies of the Resolution are available at the Comrmssioners Office at the County Courthouse 1820 Jefferson Street Port Townsend, Washington Copies may also be requested by calling the Commissioners Office at (360) 385 9100 or emailing jeffbocc@co Jefferson wa us The Resolution can also be viewed on the County website at www co Jefferson wa us Comments on the Resolution can be made at the public hearing or by letter to the Jefferson County Board of Commissioners at PO Box 1220 Port Townsend WA 98368 or by email to jeffbocc@co Jefferson wa us until 4 00 PM on Friday July 7 2017 The meeting site is ADA accessible Accommodations for people with disabilities can be arranged with advance notice by calling 385 9100 Kathleen Kler Chair Jefferson County Board of Commissioners lv STATE OF WASHINGTON COUNTY OF JEFFERSON In The Matter of the Application by ) Public Utility District No 1 of Mason County ) For a Nonexclusive Franchise ) To Construct Maintain and Operate ) Electric 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 Jefferson County granted a franchise to PUD No 1 of Mason County to construct maintain and operate electric power transmission and distribution facilities in County rights of way in unincorporated eastern Jefferson County by Resolution 64 85 and WHEREAS Jefferson County Code Chapter 13 56 requires utility providers who occupy County rights of way to obtain a franclse from the County and WHEREAS the PUD No 1 of Mason County hereinafter Grantee has applied to the Jefferson Board of County Commissioners hereinafter 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 a Franchise Area in unincorporated Jefferson County and WHEREAS Grantee has adopted an Electric Service Policy which includes General Regulations Line Extension Regulations Service Regulations Deposits Charges Payments Billing and Customer Service policies and process and WHERERAS Grantee has adopted a Vegetation Management Plan hereinafter VMP that conforms to Jefferson County Code 13 56 380 Vegetation Management and WHEREAS adoption by the Board of a Resolution granting a nonexclusive franchise to Grantee setting forth terms and conditions of the franchise and providing for County administration and regulation of the franchise would memorialize the relationship between Grantee and the County and WHEREAS Jefferson County Code Chapter 13 56 specifies standards and procedures for granting francluses 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 Mason County PUD #1 Electric Power Franchise 2 r L. 1 Grantee has the financial and technical 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 nghts-of way in the portions of Jefferson County listed in Attachment A — PUD No 1 of Mason County 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 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 authorize Grantee to continue to provide electric power transmission and distribution service in Jefferson County 8 Granting a franchise will protect the public s health safety and welfare and 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 RCW and Chapter 80 32 RCW a hearing on the application was held on the day of , 2017 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 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 PUD No 1 of Mason County 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 — PUD No 1 of Mason County 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 both 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 2 Mason County PUD #1 Electric Power Franchise I 1 Board means Board of County Commissioners of Jefferson County 12 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 13 Emergency' means any condition constituting a clear and present danger to life safety or property 14 Engineer means the County Engineer or designee 1 5 Facilities means collectively any and all (1) electric power transmission and distribution systems including but not limited to poles (with or without cross arms) wires lines conduits cables braces guys anchors and vaults meter reading devices and communication systems (which communication systems are used for Grantee s internal operations and not for commercial purposes) and (ii) any and all other equipment appliances attachments appurtenances and other items necessary convenient or in any way appertaining to any and all of the foregoing whether the same be located overhead above ground or underground 16 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 — PUD No 1 of Mason County Service Territory and not within an incorporated city or town as now or as may hereafter be laid out platted dedicated or unproved 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 a 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 19 JCC means the Jefferson County Code as it now exists or as it is later amended or superseded Mason County PUD #1 Electric Power Francluse 'i 1 10 MUTCD means the Manual on Umform 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 point venture or organization of any kind 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 will not include any development or other activity requiring the relocation of Grantees 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 `Third Party' means any Person other than the County and Grantee 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 12 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 13 The Franchise granted shall not authorize excuse preclude or prolubit Grantee from securing such further easements leases permits or other approvals as may be required or desired to lawfully occupy and use the Francluse Area 2 14 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 Mason County PUD #1 Electnc Power Francluse 4 V 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 pursuant to rights derived from this Franchise 2 15 The Franchise granted shall not be construed as any warranty of title 2 16 No act event or occurrence shall give Grantee any rights to occupy or use the Franchise Area permanently nor shall such act event or occurrence operate as an estoppel against the County with regard to a claim by Grantee of its right to permanently occupy or use the Franchise Area 2 17 Grantee specifically agrees to exercise its rights within the Francluse 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 herem 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 is intended to or will affect or modify the rights 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 accuracy thereof and to the extent the location of the Facilities are shown Mason County PUD #1 Electric Power Francluse 5 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 within the Franchise Area, nothing herein is intended nor shall be construed to relieve either Party of their respective obligations ansing under applicable law with respect to determinmg the location of utility facilities 2 4 Term of Francluse 2 4 1 Term of Franchise This Franchise is granted for a period of fifteen (15) years from the date of adoption of the Franchise by the Board 2 4 2 Franchise Acceptance As an express condition of this Franchise within sixty (60) days after the adoption of this Franchise by the Board Grantee shall file with the Clerk of the Board its written acceptance of the Franchise At the time of filing its written acceptance or promptly thereafter Grantee shall reimburse the County for the administrative expenses required to be paid by Grantee under Section 16 2 and deliver to the County the required evidence of insurance set out in Section 18 In the event Grantee fails to accept this Franchise in the manner specified above within the said sixty (60) days this Franchise shall be null and void 2 4 3 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 such 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 mterfere 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 of the Franchise Area unless the County expressly agrees to such exclusion in writing 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 of the effective date of this Franchise for the term of this Franchise provided however that no such Facilities may be enlarged unproved 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 n Mason County PUD #1 Electnc Power Francluse 0 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 JCC 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 flus Franchise will govern and control 3 12 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 JCC 13 56 Utilities 3 13 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 14 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 pernut 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 opuuon 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 the standard called for in the Permit and/or 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 of this Franchise will govern and control provided further nothing herein shall be deemed to waive prejudice or limit any right of appeal afforded 7 Mason County PUD #1 Electnc Power Franchise a`` by such codes ordinances regulations standards or procedures Grantee or its agent shall contact the County for inspection upon completion of work 3 4 Refuse and Debris Grantee shall promptly remove and properly dispose of refuse and debris resulting from any of Grantees 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 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 Grantees 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 tune 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 manner 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 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 damages resulting from Grantee s failure to provide adequate traffic control SECTION 4 RELOCATION OF FACILITIES FOR PUBLIC IMPROVEMENT PROJECTS 41 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 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 8 Mason County PUD #1 Electnc Power Franchise to other conditions beyond Grantees control In order to reasonably accommodate Grantees constraints while recognizing the County s authority to manage the Franchise Area and responsibility to construct Public Improvement Projects within the County s funding and scheduling constraints the Parties will at all tunes work cooperatively and in good faith with the goal of ensuring that relocations of Grantees 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 will a Make copies of its Six Year Transportation Improvement Program and Annual Construction Program available on its website within 30 days of adoption b 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 c 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 43 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 pnor 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 Protect Within thirty (30) days of receipt of the notice plans specifications and schedule and subject to the exercise by Grantee of its rights under Section 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 44 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 Grantees 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 specified below in this Section and provide a written response to Grantee 4 4 1 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 9 Mason County PUD #1 Electnc Power Franchise not unreasonably withhold its approval of the request This shall be the review standard for any request made by the Grantee pursuant to Section 4 4 4 2 In the event that the County under the review standard required above approves Grantees request thereafter and subject to this Section the County and Grantee shall work cooperatively to establish a revised schedule for the Public Improvement Protect 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 Section 4 4 4 4 3 In the event that the County under the review standard required above reasonably and properly denies Grantee s request thereafter and subject to Section 4 Grantee shall relocate its Facilities within the Franchise Area so as to accommodate the County s schedule for the Public Improvement Project 45 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 schedule in good faith and under the review standard specified below in this Section and provide a written response to Grantee 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 Section 4 5 4 5 2 In the event the County under the 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 46 Subject to compliance by the County with the terms of 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) as a 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 Section 4 with respect to the relocation of Grantees Facilities within the Franchise Area in accordance with such schedule for the Public Improvement Project provided the County shall first 10 Mason County PUD #1 Electnc Power Francluse provide Grantee written notice of any such claim by the Third Party contractor(s) and provide 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 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 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 214 47 If the County requires the subsequent relocation of any Facilities within five (5) years from the date of relocation of such Facilities pursuant to 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 48 If an emergency arises that unmediately endangers the County facility or the property or life of any individual or poses a threat to public safety or welfare that requires the relocation of Grantee s Facilities within the Franchise Area, the County shall give Grantee notice of the emergency as soon as reasonably practicable Upon receipt of such notice from the County Grantee shall relocate the affected Facilities as soon as reasonably practicable at Grantees expense 49 Whenever (a) any public or private development within the Franchise Area, other than a Public Improvement Project requires the relocation of Grantees 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 Thud Party to reunburse Grantee at a time and upon terms acceptable to Grantee for any and all costs and expenses incurred by Grantee in the relocation of Grantees Facilities 4 9 1 Any condition or requirement imposed by the County upon any Thud Party that requires the relocation of Grantee s Facilities shall be a required relocation for the purposes of this Section 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 410 Where in the Grantee s opinion it may be possible through design modifications to the Public Improvement Project to accommodate existing utilities at less cost than relocating them Grantee may propose that the County re design or modify the Public Improvement Project Such re design may include but is not limited to changes in grade/alignment, installation of walls changes in construction methods such as vactor truck excavation or hand digging etc County may at its sole discretion determine the feasibility and estimated cost of such redesign and if mutually agreed upon implement said change Grantee shall pay for all design right of way and construction cost increases resulting from said redesign 11 Mason County PUD #1 Electric Power Francluse SECTION 5 UNDERGROUNDING FACILITIES 5 1 As provided for in RCW 36 88 410 Grantee acknowledges that installing Facilities underground may be beneficial to the public safety and welfare and that the County may direct Grantee to install Facilities within the Franchise Area underground rather than overhead The policies process terms and conditions controlling conversion to underground service shall be as specified in RCW 36 88 410-485 SECTION 6 REMOVAL OF FACILITIES 6 1 In the event Grantee permanently ceases use of any of its aboveground Facilities (1 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 flus Section 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 Section 6 6 3 The obligations contained in Section 6 shall survive the expiration revocation or termination of flus 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 efforts to keep the other Party and other utilities within the Franchise Area informed of its intent to undertake such construction work Grantee and the County shall further exercise reasonable efforts to minimize any delay or hindrance to any construction work undertaken by themselves or other utilities within the Franchise Area Grantee shall meet with the County annually or more frequently as reasonably determined by the County to coordinate construction activities The County "I make available on its website a copy of its adopted Six Year Transportation Improvement Program 12 Mason County PUD #1 Electric Power Franchise 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) such point use shall not unreasonably delay the work of the Party causing the excavation to be made and (b) such point use shall be arranged and accomplished on terms and conditions satisfactory to both Parties 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 of traffic on County roads that is caused by Grantee s downed or damaged Facilities within the Franchise Area 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 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 Grantees Facilities 13 Mason County PUD #1 Electric Power Franchise SECTION 12 VEGETATION MANAGEMENT 12 1 Vegetation Management Plan (VMP) 12 1 1 Grantee s vegetation management activities shall conform to Grantee s adopted Vegetation Management Plan (VMP) 12 12 Prior to revising its vegetation management policies or activities Grantee shall submit a revised VMP to the Engineer for review 12 2 In order to avoid interference with the County s road construction and maintenance activities and mutually muumize vegetation management costs and increase efficiency Grantee shall provide a schedule of its proposed vegetation management activities to the Engineer and meet with the Engineer to coordinate vegetation management activities 12 3 The requirements in Section 12 1 and 12 2 shall not limit Grantees 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 Grantees Facilities 12 4 Use of pesticides and herbicides by the Grantee within the Franchise Area shall comply with Section 13 56 380 JCC and applicable State and Federal regulations SECTION 13 COUNTY USE OF GRANTEE S FACILITIES 13 1 During 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 Grantees prior written consent which shall not be unreasonably withheld install and maintain County owned 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 noncommercial 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 Grantees Facilities or the facilities of Third Parties having the right to use Grantees Facilities 13 3 Grantee shall have no obligation ansmg under the indemnity and insurance provisions of this Francluse as to any circumstances directly or indirectly caused by or related to such County 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 as a means of deriving revenue therefrom except a pole contact fee adopted under RCW 54 04 045 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 14 Mason County PUD #1 Electnc Power Franchise 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 Grantees Facilities from harm damage or disturbance SECTION 15 VACATION 15 1 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 Grantee 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 tins 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 of the Washington State Attorney Generals 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 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 tunes 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 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 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 21 C RCW The reimbursable expenses for receiving and approving this Franchise shall include the expenses 15 Mason County PUD #1 Electric Power Franchise for County staff time for preparing flus Franchise posting and publication of hearing notices and filing this Franchise with the Jefferson County Auditor 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 flus Francluse or any other written agreement between the Parties or otherwise Imut 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 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 Indemmtees ) from any and all Third Party claims demands actions suits liabilities losses expenses damages and ,judgments of any nature whatsoever including all costs and attorney s 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 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 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 under 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 lessees under 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 51 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 16 Mason County PUD #1 Electric Power Franchise Grantee by any of its employees This waiver has been mutually negotiated by the Parties and is authorized by RCW 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 Section 17 17 5 Said indemnification 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 the institution of any litigation 17 6 In the event of liability for damages ansing out of bodily injury to Persons or damages to property or business caused 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 Section 17 shall survive the expiration or termination of flus Franchise Further all provisions of 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 necessary Umbrella Liability insurance which will cover bodily injury property damage and any other exposure which can be reasonably identified as potentially arising from Grantee s 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 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 lured 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 and Employers Liability Coverage as required by Chapter 51 RCW d The insurance policies required by tins section shall be maintained at all tunes by Grantee Grantee shall notify the County at least forty five (45) days before it cancels a policy Grantee shall be obligated to replace or renew a canceled or expiring policy and show proof in the form of a certificate of insurance at least twenty (20) days before the expiration or cancellation of 17 Mason County PUD 41 Electric Power Franchise the existing policy(s) e Grantee shall fiuYush the County with properly executed certificates of insurance or a signed policy endorsement, which shall clearly evidence all insurance required in this Section 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 including providing full copies of any endorsements listed by name number or other designation or abbreviation on any Certificate of Insurance provided to the County to comply with this Section 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 h Any insurance coverage for third party liability claims provided to the County by a Risk Pool created pursuant to Ch 48 62 RCW shall be non contributory with respect to any policy of insurance the Contractor must provide to comply with this Agreement and it is the intent of the parties to this Franchise that the insurance policies to be obtained and maintained by the Grantee shall be primary 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 Section 18 shall survive the expiration revocation or termination of this Franchise Further all provisions of Section 18 shall apply to the successors assigns and lessees of Grantee SECTION 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 ansing from the failure of Grantee to comply with or follow a directive order or instruction of 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 The Parties agree to use their best efforts to prevent and resolve disputes before they 18 Mason County PUD #I Electnc Power Francluse 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 anse a Level One The Engineer or his designee shall meet with the Grantee s Manager or his designee to discuss and attempt to resolve the dispute in a timely manner If they cannot resolve the dispute within fifteen (15) business days after the referral of that dispute to Level One either party may refer the dispute to Level Two as described herein 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 mvoke 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 Francluse 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 linut 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 mjunctive 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 212 Upon termination of the Franchise all rights of Grantee hereunder shall cease 212 Procedure The County may terminate this Franchise if the County Engineer concludes the Grantee has materially breached any term or condition of this Francluse and fails to cure such breach in all material respects within sixty (60) days after Grantees 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 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 of the Franchise the Board may pass a resolution declaring that the Franchise is revoked or terminated 213 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 212 due to events beyond Grantee s control then the County may extend the time within which Grantee may so 19 Mason County PUD #I Electric Power Franchise 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 214 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 215 Dispute Resolution Neither Party may invoke or rely upon the terms and obligations of 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 shall be binding upon the successors and assigns of Grantee and all privileges as well as all obligations and liabilities of Grantee shall inure to its successors and assigns equally as if they were specifically mentioned wherever Grantee is mentioned SECTION 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 corporate limits of such city or town and the County shall be released of its obligations under this Franchise as to the portion incorporated This Franchise shall continue as to all of the Franchise Area not incorporated into 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 shall 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 20 Mason County PUD #1 Electric Power Francluse 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 enforce any of the provisions of this Franchise at a subsequent time SECTION 25 GOVERNING LAW AND VENUE 25 1 Governing Law This Franchise has been and shall be construed as having been made and executed within the State of Washington The Parties stipulate that this Franchise shall be governed by the laws of the State of Washington both as to its interpretation and performance 25 2 Venue Any action at law suit in equity or Judicial proceeding ansing 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 NOTICES 26 1 Notices Any notices required or permitted to be given under this Franchise shall be deemed properly served when deposited with the United States Postal Service postage paid addressed to the Party to receive same Notice to the County shall be sent to Jefferson County Public Works Department 623 Sheridan Street Port Townsend, WA 98368 Notice and billings to Grantee shall be sent to Manager PUD No 1 of Mason County N 21971 Hwy 101 Shelton WA 98584 Grantee shall promptly notify the County of any change in the notice or billing addresses SECTION 27 SEVERABILITY AND SURVIVABILITY 27 1 If a court of competent Jurisdiction holds any part term or provision of this Franchise to be illegal or invalid in whole or in part, the validity of the remaining provisions shall not be affected and the Parties rights and obligations shall be construed and enforced as if the Franchise did not contain the particular provision held to be invalid The invalidity of any portion of this Franchise shall not abate reduce or otherwise affect any consideration or other obligation required of either Party or any grant of right to either Party 27 2 The headings of the sections and paragraphs of this Franchise are for convenience of 21 Mason County PUD #1 Electric Power Franchise 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 27 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 28 AMENDMENT TO FRANCHISE 28 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 SECTION 29 ENTIRE AGREEMENT 29 1 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 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 APPROVED AND ADOPTED this ATTEST Erin Lundgren Clerk of the Board Mason County PUD #1 Electnc Power Francluse day of , 2017 JEFFERSON COUNTY BOARD OF COMMISSIONERS Kathleen Kler Chair Kate Dean Member David W Sullivan Member APPROVED AS TO FORM�� l 1' T 0 Ly tl C /144== Philip Hunsucker Deputy Prosecuting Attorney 22 PUD No 1 of Mason County Electric Power Franchise Attachment A — PUD No 1 of Mason County Service Territory The Franchise Area shall include all rights of way for County roads streets avenues alleys and lughways located within the following townships Township 25 North 3 West, Section 1 Township 26 North, 3 West, Section 24 Township 26 North 2 West Sections 2 3 11 12 13 14 23 24 26 28 29 30 33 34 & 35 Townslup 26 North, 1 West Sections 7 18 & 19 Township 25 North 2 West, Sections 2 3 7 8 9 10 11 14 15 16 17 20 21 22 23 28 29 30 31 & 32 23 Mason County PUD #1 Electnc Power Francluse JEFFERSON COUNTY WASHINGTON ACCEPTANCE OF FRANCHISE ASSIGNMENT RESOLUTION NO The undersigned PUD No 1 of Mason County hereby wholly accepts Jefferson County Resolution No adopted by the Jefferson County Board of Commissioners on the day of , 2017 which provides that Jefferson County Washington grants PUD No 1 of Mason County the right pnvilege 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 Franchise Area pursuant to the terms of the Franchise Agreement This Acceptance of the Franchise Resolution is unconditionally made without reservation and is expressly part of the Franchise which is hereby incorporated by reference PUD No 1 of Mason County hereby accepts all of the rights and privileges of the Franchise subject to all of the terms conditions duties and obligations provided therein IN TESTIMONY WHEREOF said PUD No 1 of Mason County has caused this written Acceptance to be executed in its name by its undersigned authorized signer thereunto duly authorized on the day of , 2017 PUD NO 1 OF MASON COUNTY By Print Name Title STATE OF WASHINGTON ss COUNTY OF I certify that I know or have satisfactory evidence that known to be the of PUD No 1 of Mason County is the 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 District 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 , 2017 Notary Public in and for the State of Washington residing at My commission expires , 24 Mason County PUD #1 Electric Power Franchise