HomeMy WebLinkAbout031 17STATE OF WASHINGTON
COUNTY OF JEFFERSON
In The Matter of the Application by
)
Public Utility District No. 1 of Mason County
)
For a Nonexclusive Franchise
) Resolution 31- 1 7
To Construct, Maintain, and Operate
) Granting A Nonexclusive
Electric Power Transmission and Distribution Lines
) Franchise
Together With Poles, Wires, and Other Appurtenances
)
Upon, Over, Along, and Across a Franchise Area
)
Within Unincorporated Jefferson County
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 franchise 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 franchises for utility providers to occupy County rights-of-way; and
WHEREAS, the Board of County Commissioners finds that granting a franchise is
consistent with the requirements of Jefferson County Code, Section 13.56.080 in that:
Mason County PUD #1 Electric Power Franchise
I . 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 rights-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 3 .55 RCW and Chapter 80.32 RCW, a hearing on the
application was held on the lay 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.
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Mason County PUD #1 Electric Power Franchise
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.
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 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.
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 — 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 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 response compensation
and liability act, the federal insecticide, fungicide, and rodenticide act, the occupational safety and
health act hazardous communications standards, and the Washington State hazardous waste act,
the Washington Model Toxic Controls Act, all as exist now or as amended or superseded, or any
other federal, state, or local statute, code or ordinance or lawful rule, regulation, order, decree, or
other governmental authority as now or at any time hereafter in effect.
1.9 "JCC" means the Jefferson County Code, as it now exists or as it is later amended or
superseded.
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Mason County PUD #1 Electric Power Franchise
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 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 Grantee's Facilities
for the benefit of a Third Party. Any such relocation shall be subject to the rights provided to
Grantee in Section 4.9.
1.14 "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.
2.1.2 The Franchise granted shall not convey to Grantee any title or ownership interest
in the Franchise Area, but shall be deemed a Franchise only to use and occupy the Franchise Area
for the limited purposes and term stated herein.
2.1.3 The Franchise granted shall not authorize, excuse, preclude or prohibit Grantee
from securing such further easements, leases, permits, or other approvals as may be required or
desired to lawfully occupy and use the Franchise Area.
2.1.4 The Parties acknowledge and agree that this Franchise shall not govern, cover, or
apply to any Facilities located on Grantee -owned or leased properties or easements (whether inside
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Mason County PUD #1 Electric Power Franchise
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.
2.1.5 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 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.
2.1.7 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 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 Franchise
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 arising under 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 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 interfere with Grantee's rights under
this Franchise. Subject to this Franchise, Grantee shall not prevent or prohibit the County from
constructing, altering, maintaining, or using any portion of the Franchise Area or affect its
jurisdiction over any part thereof, the County having full power and authority to make all necessary
changes, relocations, repairs, or maintenance of the Franchise Area as the County deems
appropriate. Grantee acknowledges that it cannot exclude the County from any portion of the
Franchise Area where it uses or occupies that portion 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, improved or expanded without the prior review and approval of the County
pursuant to the provisions of any applicable County codes, ordinances, regulations, standards,
procedures, and/or permits, as now exist or as later amended or superseded.
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Mason County PUD #1 Electric Power Franchise
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 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 JCC 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 Area are in a
condition such that, in the reasonable opinion of the Engineer, an Emergency is created, Grantee
upon request of the Engineer shall expeditiously and at its own expense repair the Facilities and
correct the emergency condition.
3.3 Restoration. After installation, construction, relocation, maintenance, removal, repair,
or replacement of any of Grantee's Facilities within the Franchise Area, Grantee at its expense
shall expeditiously restore the Franchise Area and any County property within the Franchise Area
that may have been disturbed or damaged by such work to 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
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Mason County PUD #1 Electric Power Franchise
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 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 Financial Security. The County may require Grantee to post financial security, as
determined by the County, to ensure satisfactory completion of construction, including, but not
limited to, restoration of the Franchise Area following the completion of Grantee's work therein.
At the County's discretion, Grantee may provide and maintain a single on-going financial security
covering multiple permits in lieu of individual surety.
3.6 Monuments. All survey monuments that are disturbed, 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 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
4.1 Grantee at its own expense shall relocate its Facilities existing within the Franchise
Area as necessary to accommodate Public Improvement Projects, in accordance with and subject
to the terms and conditions set forth in this Section. 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
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Mason County PUD #1 Electric Power Franchise
to other conditions beyond Grantee's control. In order to reasonably accommodate Grantee's
constraints, while recognizing the County's authority to manage the Franchise Area and
responsibility to construct Public Improvement Projects within the County's funding and
scheduling constraints, the Parties will at all times work cooperatively and in good faith with the
goal of ensuring that relocations of Grantee's Facilities within the Franchise Area that are required
to accommodate Public Improvement Projects are planned, scheduled, and completed promptly
and with due regard to the interests and constraints of both Parties.
4.2 In order to assist Grantee in planning for Public Improvement Projects that may
require relocation of Grantee's Facilities within the Franchise Area, the County 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.
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 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.
4.4 If Grantee foresees that it may be unable to relocate its Facilities to accommodate
the County's schedule for the Public Improvement Project, Grantee shall notify the County as soon
as reasonably practicable and request that the County revise its schedule for the Public
Improvement Project to accommodate Grantee's constraints. The request shall include a
description of the factors that constrain Grantee's ability to relocate its Facilities to accommodate
the County's schedule for the Public Improvement Project and a proposed alternative schedule.
The County shall evaluate Grantee's request and proposed alternative schedule in good faith and
under the review standard 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
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Mason County PUD #1 Electric 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 Grantee's request, thereafter and subject to this Section 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 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.
4.5 After receipt of written notice of the required relocation and reasonable plans,
specifications, and schedule for the Public Improvement Project under Section 4.3, Grantee may
submit a request to the County to perform the relocation concurrently with the Public Improvement
Project. Grantee shall submit said request with a proposed schedule for concurrent relocation not
more than thirty (30) days after receiving the County's notice of the required relocation under
Section 4.3. The County shall evaluate Grantee's request and proposed 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.
4.6 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 Grantee's Facilities within the Franchise Area in
accordance with such schedule for the Public Improvement Project; provided the County shall first
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Mason County PUD #1 Electric Power Franchise
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 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 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 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 Grantee's
expense.
4.9 Whenever (a) any public or private development within the Franchise Area, other
than a Public Improvement Project, requires the relocation of Grantee's Facilities within the
Franchise Area to accommodate such development; or (b) the County requires the relocation of
Grantee's Facilities within the Franchise Area for the benefit of any Third Party, then in such event,
Grantee shall have the right as a condition of such relocation to require such development
proponent or Third Party to reimburse Grantee, at a time and upon terms acceptable to Grantee,
for any and all costs and expenses incurred by Grantee in the relocation of Grantee's Facilities.
4.9.1 Any condition or requirement imposed by the County upon any Third Party
that requires the relocation of Grantee's Facilities shall be a required relocation for the purposes of
this Section, 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.
4.10 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.
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Mason County PUD #1 Electric Power Franchise
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 (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. 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 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 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 will make available
on its website a copy of its adopted Six -Year Transportation Improvement Program.
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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 joint use shall not
unreasonably delay the work of the Party causing the excavation to be made; and (b) such joint
use shall be arranged and accomplished on terms and conditions satisfactory to both Parties.
SECTION 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 Grantee's
Facilities.
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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).
12.1.2 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 minimize 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 Grantee's right under this
Franchise to cut, trim or otherwise remove vegetation at any time within the Franchise Area which,
due to proximity to Grantee's Facilities, poses an imminent threat to public safety, County Roads,
or the reliable operation of Grantee's Facilities.
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 Grantee's 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 non-commercial municipal
communications purposes and such use will be administered under a Joint Facilities Use
Agreement between Grantee and the County.
13.2 Installation and maintenance shall be done by the County at its sole risk and expense
in accordance with all applicable laws and subject to such reasonable requirements as Grantee may
specify from time to time, including requirements accommodating Grantee's Facilities or the
facilities of Third Parties having the right to use Grantee's Facilities.
13.3 Grantee shall have no obligation arising under the indemnity and insurance provisions
of this Franchise as to any circumstances directly or indirectly caused by or related to such County -
owned 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.
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Mason County PUD #i Electric 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 Grantee's 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 this Franchise with reference to such portion of the
Franchise Area so vacated. The County shall not be liable for any damages or loss to the Grantee
by reason of such termination.
SECTION 16 RIGHTS AND POWERS RESERVED TO THE COUNTY
16.1 Franchise Fee or other charge or fee. During the term of this Franchise should there
become effective any State or Federal law that gives the County authority to impose a franchise
fee or other charge or fee on Grantee, or there is issued a judicial opinion and/or an official opinion
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, and/or opinion. Such negotiations shall only relate
to the implementation of such franchise fee or other charge or fee. Neither Party shall be obligated
to reopen negotiations on any other term or condition of this Franchise. Within thirty (30) days
after Grantee's receipt of the County's written notice to so commence such negotiations, the Parties
shall, at a mutually agreeable time and place, commence such negotiations. The Parties shall
thereafter conduct such negotiations at reasonable times, in a reasonable manner, in good faith,
and with due regard to all pertinent facts and circumstances; provided, however, that (a) in the
event the Parties 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
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Mason County PUD #1 Electric Power Franchise
for County staff time for preparing this 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 this Franchise or any other written agreement between the Parties or
otherwise limit any right or remedy to which Grantee is entitled by contract or applicable law.
SECTION 17 INDEMNIFICATION AND HOLD HARMLESS
17.1 In addition to and distinct from the insurance requirements of 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, 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
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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 arising 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 this
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 hired vehicles with limits
of not less than five million dollars ($5,000,000) per person, five million dollars ($5,000,000)
per occurrence.
c. Workers' Compensation insurance and Employers Liability Coverage as required by Chapter
51 RCW.
d. The insurance policies required by this section shall be maintained at all times 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
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Mason County PUD #1 Electric Power Franchise
the 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. 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 arising 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
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Mason County PUD #1 Electric Power Franchise
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 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 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
21.1 Default by Grantee. If Grantee materially breaches any term or condition of this
Franchise, the County may terminate this Franchise in accordance with Section 21.2. Upon
termination of the Franchise, all rights of Grantee hereunder shall cease.
21.2 Procedure. The County may terminate this Franchise if the County Engineer
concludes the Grantee has materially breached 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 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.
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
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Mason County PUD #1 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.
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.
21.5 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.
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Mason County PUD #1 Electric Power Franchise
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 arising out of this
Franchise shall be instituted and maintained only in any of the courts of competent jurisdiction in
Jefferson County, Washington or as provided for in Chapter 36.01.050 RCW.
SECTION 26 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
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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.
i ✓y1
APPROVED AND ADOPTED this day of 2017.
Cd
CAP-6"yn; y'
Clerk of the Board/
Mason County PUD #1 Electric Power Franchise
JEFFERSON COUNTY
BOARD OF COMMISSIONERS
Kat leen Kler, Chair
Kate Dean, Member
David W. Sullivan, Member
APPROVED AS TO FORM:
• C,
Philip Hunsucker
Deputy Prosecuting Attorney
22
M
<
ATTEST:
Cd
CAP-6"yn; y'
Clerk of the Board/
Mason County PUD #1 Electric Power Franchise
JEFFERSON COUNTY
BOARD OF COMMISSIONERS
Kat leen Kler, Chair
Kate Dean, Member
David W. Sullivan, Member
APPROVED AS TO FORM:
• C,
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
highways 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
Township 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 Electric Power Franchise
JEFFERSON COUNTY, WASHINGTON
ACCEPTANCE OF FRANCHISE RESOLUTION NO. 3-1-17
The undersigned PUD No. 1 of Mason County hereby wholly accepts Jefferson County
Resolution No. 31-17 adopted by the Jefferson County Board of Commissioners on the 10 t h day
of July , 2017 which provides that:
Jefferson County, Washington grants PUD No. 1 of Mason County the right, privilege, authority, and
franchise to install, construct, repair, replace, maintain, relocate, extend, remove, operate, and use
Facilities in, upon, over, under, along, through, and across the 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 12017.
PUD NO. 1 OF MASON COUNTY
By:J�-
Print Name: '4 yG
Title: e --
STATE OF WASHINGTON
ss.
COUNTY OF MCtS Q /-)
I certify that I know or have satisfactory evidence that.SHiJLil h..° T<t!JJo e- known to be
the G e- ri -e -4 rRf-l) Q 5 64' 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 C, day of k 72017.
Notary Public in and for the State of Washington residing at r4pod -si Or '
My commission expires t D I j y , <4o t C1. -&ASSCftW%-
'- �+E--
24
Mason County PUD #1 Electric Power Franchise
Department of Public Works
O Regular 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 Y
Agenda Date: July 10, 2017
Subject: Mason County PUD#1 Franchise Resolution
Conduct 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
Public Works has submitted the Franchise Resolution to the Board and scheduled a
public hearing. Public Works has complied with the public notice requirements of RCW
36.55 and posted the Franchise Resolution and public hearing notice on the County's
Internet home page.
Analysis/Strategic Goals/Pro's Et Con's:
Significant Franchise terms and conditions:
The Franchise authorizes Mason County PUD#1 to use Jefferson County rights-of-way
to install, operate, and maintain their facilities as established in the Franchise and
pursuant to the requirements in Chapter 13.56 of the Jefferson County Code,
Accommodation of Utilities.
Department of Public Works
O Regular Agenda
Page 2 of 2
The Franchise is a binding contract between Jefferson County and the PUD. The
Franchise would be for fifteen years with the option to renew for an additional ten
years.
Fiscal Impact/Cost Benefit Analysis:
Mason County PUD#1 has paid a Franchise Application Fee as provided for in the Public
Works Fee Schedule. The Franchise requires Mason County PUD#1 to reimburse Public
Works for its expenses that exceed the Application Fee.
Recommendation:
The Department requests that the Board conduct a public hearing on the Franchise
Resolution at 10:30 am on July 10, 2017. After the close of the hearing, the Board
could:
• Consider the comments received and decide whether to grant the Franchise or
• Direct Public Works to compile the comments and prepare responses for review by
the Board at a later date.
If the Board grants the Franchise, the Commissioners should sign all three copies of
the Franchise Resolution and return them to Public Works to send to Mason County
PUD#1 for acceptance.
Department Contact: Jim Pearson, 385-9160
Reviewed By:
G� c
Date
P ilip Morley, County Administrat
CONTRACT REVIEW FORM 11-95
CONTRACT WITH: Mason County PUD#1
(Contractor/Consultant)
CONTRACT FOR: Electric Power Franchise TERM: 25 years
COUNTY DEPARTMENT: Public Works
For More Information Contact: Eric Kuzma
Contact Phone #: (360) 385-9167
RETURN TO: Tina RETURN BY:
(Person in Department)
AMOUNT: NA
Revenue: NA
Expenditure: NA
Matching Funds Required: NA
Sources(s) of Matching Funds NA
Step 1: REVIEW BY
Review by:
Date Reviewed:
ROVED FORM
Comments
12,2017
PROCESS: Exempt from Bid Process
Consultant Selection Process
Cooperative Purchase
Competitive Sealed Bid
Small Works Roster
Vendor List Bid
RFP or RFQ
Other
0 Returned for revision (See Comments)
Step 2: REVIEW BY PRE
`CU�T'f ATTORNEY
Review by: a
Date Reviewed Philip C. Hunsucker, Chief Civil Deputy Prosecuting Attorney
APPROVED AS TO FORM 0 Returned for revision (See Comments)
Comments -YCf, trlt GVf r, &jet lam. A J',14►�ro 44, �i>!!Ls a rje et
Step 3: (If required) DEPARTMENT MAKES REVISIONS AND RESUBMITS TO RISK MANAGEMENT AND
PROSECUTING ATTORNEY
Step 4: CONTRACTOR/CONSULTANT SIGNS APPROPRIATE NUMBER OF ORIGINALS
Step 5: SUBMIT TO BOCC FOR APPROVAL
Submit originals and 6 copies of Contract and Review Form with Agenda Bill to BOCC Office.
Place "Sign Here" markers on all places the BOCC needs to sign.
MUST be in BOCC Office by 4:30 p.m. TUESDAY for the following Monday's agenda.
(This form is to stay with the contract throughout the contract review process and accompany the Agenda Bill.)
G:\Franchise Management\Franchises\PUD No I of Mason County\Review Forms Risk Legal Review Form 2.docx rev. 12/10/2014