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2019/12/03 - Regular Packet
Dec.3.1 BOARD OF MASON COUNTY COMMISSIONERS DRAFT MEETING AGENDA Commission Chambers — 9:00 a.m. 411 North Fifth Street, Shelton WA 98584 December 3, 2019 1. Call to Order 2. Pledge of Allegiance 3. Roll Call 4. Correspondence and Organizational Business 4.1 Correspondence 5. Open Forum for Citizen Input (3 minutes per person, 15 minutes time limit) If you wish to address the Commission, raise your hand to be recognized by the Chair. When you have been recognized, please step up to the microphone and give your name and address before your comments.The Mason County Commission is committed to maintaining a meeting atmosphere of mutual respect and speakers are encouraged to honor this principle. 6. Adoption of Agenda Items appearing on the agenda after"Item 10. Public Hearings", may be acted upon before 9:15 a.m. 7. Approval of Minutes— November 4, November 11, November 25, 2019 Briefing Minutes; November 12, November 19, 2019 Regular Meeting Minutes. 8. Approval of Action Agenda: All items listed under the"Action Agenda"may be enacted by one motion unless a Commissioner or citizen requests an item be removed from the Action Agenda and considered as a separate item. 8.1 Approval to allow a transfer of 51^�o $150,000 from Sheriff's Office Wages and Benefits to operations in order to purchase a laser scanner for traffic accidents, radar trailers, computers, and peripherals as one-time purchases. 8.2 Approval of Warrants &Treasure Electronic Remittances Claims Clearing Fund Warrant#s 8068413-8068518 $ 358,971.53 Direct Deposit Fund Warrant#s 63794-64180 $ 710,267.59 Salary Clearing Fund Warrant#s 7004827-7004854 $ 498,640.28 8.3 Approval to sign the letter of support for South Sound YMCA's 2020 supplemental capital budget request for Local &Community project funding in the amount of $750,000. 9. Other Business (Department Heads and Elected Officials) 10. 9:15 a.m. Public Hearings and Items Set for a Certain Time 10.1 Public Hearing to consider approval of a code amendment to Mason County Code Chapter 13.31, section .060, (A1.a), G and H regarding Capital Facilities Charge schedule and exceptions. Staff: Loretta Swanson Agendas are subject to change,please contact the Commissioners' office for most recent version. This agenda was last printed on 12/02/19 1:52 PM. If special accommodations are needed,contact the Commissioners'office at ext.419,Shelton#360-427-9670;Belfair #275-4467,Elma#482-5269. MASON COUNTY COMMISSIONERS' MEETING AGENDA December 3, 2019- PAGE 2 10.2 Public Hearing to consider a lease agreement with Verizon Wireless LLC to construct a new unstaffed wireless communication facility on a portion of Public Works Facility property, parcel 42002-21-90010 at 100 W. Public Works Drive, Shelton. Staff: Diane Sheesley 10.3 Public Hearing to consider the approval of franchise agreement applications between Mason County and the following: Belfair Water District #1 Lake Limerick Water System LLCC Trails End Water District #2 Cherokee Strip HOA &Water Collins Lake Community Club Kamilche Point Community Club Shorecrest Estates Water Company Star Lake Community Club Holiday Beach Home Tracts W/S 11. Board's Reports and Calendar 12. Adjournment C:\Users\MDrewry\AppData\Local\Microsoft\Windows\INetCache\Content.Outlook\FRKZ8ODT\2019-12- 03 REG.doc MASON COUNTY TO: BOARD OF MASON COUNTY COMMISSIONERS Reviewed: FROM: Ginger Kenyon Ext. 380 DEPARTMENT: Support Services Action Agenda DATE: December 3, 2019 No. 4.1 ITEM: Correspondence 4.1.1 Mason County Fire District # 3, 5, 11, 13, 18, Mason County Cemetery District #1, Port of Dewatto, North Mason School District, North Mason Fire, Educational Services District 113, Beards Cove sent in their Levies. Attachments: Originals on file with the Clerk of the Board. CC:CMMRS Neatherlin, Shutty&Trask Clerk Departmentof Revenue Levy Certification i Washington State Submit this document to the county legislative authority on or before November 30 of the year preceding the year in which the levy amounts are to be collected and forward a copy to the assessor. In accordance with RCW 84.52.020,1, 9Qr-YYIC_ 6r1A , (Name) EX 2 C\u}t,{ for tYk,�GY I CO. 6 V-f. CA- `j -, do hereby certify to (Title) J (District Name) the Mwon County legislative authority that the b;C*-d,01', &MVY1kSs\,On ers (Name of County) (Commissioners,Council,Board,etc.) of said district requests that the following levy amounts be collected in 2.020 as provided in the district's (Year of Collection) budget,which was adopted following a public hearing held on \\ ZC)f 01 (Date of Public Hearing) Regular Levy: ; Z31 ,02-eD ..1 Z (State the total dollar amount to be levied) L1�S Fweess Levy: \ ,f�`�� 090011) (State the total dollar amount to be levied) Refund Levy: 4, 5 y1 .63 (State the total dollar amount to be levied) Total Levy: 40 339 5 �, .rDO (State the total dollar amount to be levied) Signature: . Date: /ZOA( To ask about the availability of this publication in an alternate format for the visually impaired,please call(360)705-6715. Teletype(TTY)users,please call(360)705-6718. For tax assistance,call(360)534-1400. REV 64 0100e(w)(2/21/12) epartment of RevenuDe a N ti l / R di rnance Resolution o. (.oS ' Washington State O � RCW 84.55.120 WHEREAS,the oftascy� v +s�►'+c�j has met and considered (Governing body of the taxing district) (Name of the taxing district) its budget for the calendar year 2Q Z Q ; and, WHEREAS,the districts actual levy amount from the previous year was $ �, 15, \�1�1 - $�O ; and, (Previous year's levy amount) WHEREAS,the population of this district is ®more than or ❑ less than 10,000;and now,therefore, (Check one) BE IT RESOLVED by the governing body of the taxing district that an increase in the regular property tax levy is hereby authorized for the levy to be collected in the 202..0 tax year. (Year of collection) The dollar amount of the increase over the actual levy amount from the previous year shall be$ 0�, S2.1 •8(a which is a percentage increase of O\ %from the previous year.This increase is exclusive of (Percentage increase) additional revenue resulting from new construction,improvements to property,newly constructed wind turbines, solar,biomass, and geothermal facilities,and any increase in the value of state assessed property,any annexations that have occurred and refunds made. Adopted this 2 day of 0ove.M'0e.V - 201"1 7—Q If additional signatures are necessary,please attach additional page. This form or its equivalent must be submitted to your county assessor prior to their calculation of the property tax levies.A certified budget/levy request,separate from this form is to be filed with the County Legislative Authority no later than November 30t1i.As required by RCW 84.52.020,that filing certifies the total amount to be levied by the regular property tax levy.The Department of Revenue provides the"Levy Certification"form(REV 64 0100) for this purpose.The form can be found at: http://dor.wa.gov/docs/forms/PropTx/Forms/LevyCertf.doc. To ask about the availability of this publication in an alternate format,please call 1-800-647-7706.Teletype(TTY)users may use the Washington Relay Service by calling 711.For tax assistance,call(360)534-1400. REV 64 0101e(w)(12/9/14) Department of Revenue a Washington State Ordinance /Resolution No. EMS RCW 84.55.120 WHEREAS,the 1&"A o�- Mo0.1brx (o.ryt_V3 Ac_A-S has met and considered (Governing body of the taxing district) (Name of the taxing district) its budget for the calendar year 2020 ; and, WHEREAS,the districts actual levy amount from the previous year was $ \A Oq1�G� V9 . J —;and, (Previous year's levy amount) WHEREAS,the population of this district is ®more than or ❑ less than 10,000;and now,therefore, (Check one) BE IT RESOLVED by the governing body of the taxing district that an increase in the regular property tax levy is hereby authorized for the levy to be collected in the ,2-62,0 tax year. (Year of collection) The dollar amount of the increase over the actual levy amount from the previous year shall be$ 21 29 3 •�JU which is a percentage increase of 0% %from the previous year.This increase is exclusive of (Percentage increase) additional revenue resulting from new construction,improvements to property,newly constructed wind turbines, solar,biomass, and geothermal facilities,and any increase in the value of state assessed property,any annexations that have occurred and refunds made. Adopted this Z 0 day of (�OymY)qtr- 209 111201(cl If additional signatures are necessary,please attach additional page. This form or its equivalent must be submitted to your county assessor prior to their calculation of the property tax levies.A certified budget/levy request,separate from this form is to be filed with the County Legislative Authority no later than November 30'.As required by RCW 84.52.020,that filing certifies the total amount to be levied by the regular property tax levy.The Department of Revenue provides the"Levy Certification"form(REV 64 0100) for this purpose.The form can be found at: htti)://dor.wa.gov/does/forins/PropTx/Forms/LMCertf.doc. To ask about the availability of this publication in an alternate format,please call 1-800-647-7706.Teletype(TTY)users may use the Washington Relay Service by calling 711.For tax assistance,call(360)534-1400. REV 64 0101e(w)(12/9/14) Mason County Fire District 5 DBA: Central Mason Fire&EMS RESOLUTION#370 A RESOLUTION of Mason County Fire Protection District 5(dba Central Mason Fire and EMS)making a declaration of substantial need for purposes of setting the limit factor for the property tax levy for 2020. WHEREAS,RCW 84.55.005(2)(c),the limit factor for a taxing jurisdiction with a population of 10,000 or over is the lesser of 101 percent or 100 percent plus inflation; WHEREAS,RCW 84.55.005(1)defines"inflation"as the percentage change in the implicit price deflator for personal consumption expenditures for the United States as published for the most recent 12-month period by the Bureau of Economic Analysis of the federal Department of Commerce in September of the year before the taxes are payable;These programs are used to identify members of the community who use the 911 system or emergency department for non-urgent or non-emergency purposes and connect them to their primary care providers,other health care professionals,low-cost medication programs,and other social services;and WHEREAS,RCW 84.55.0101 provides for use of a limit factor of 01 percent of less with a finding of substantial need by two-thirds of the members when the board consists of four members or less,or a majority plus one approval of the board when the board consists of more than four members; WHEREAS,Due to increase costs for personnel and equipment NOW,BE IT RESOLVED,Mason County Fire Protection District 5 (dba Central Mason Fire and EMS) recognizes: Section 1.A finding is made of substantial need under RCW 84.55.0101,which authorizes the use of a limit factor of 101%for the property tax levy of 2020. ADOPTED by the Board of Commissioners of Mason County Fire Protection District 5,DBA Central Mason Fire&EMS,Mason County Washington,at a regular open public meeting of the Board on the 20' day of November,2019,the following Commissioners being present and voting: t hauperson Tom Taylor j/-2d— )CI Commissioner Tom Nevers Commissioner Del Griffey Secretary Norma Brock � A 1 • CENTRAL MASON FIRE-RESCUE SERVING CENTRAL MASON COUNTY AND THE CITY OF SHELTON a s +� 2020 BUDGET OVERVIEW Revenue: • The proposed beginning general fund balance is$1,050,000.00. • Revenue from property taxes ($3,237,025.72), ambulance services ($2,000,000.00), GEMT ($800,000.00), City of Shelton ($1,344,244.97), SAFER Grant ($307,000.00) and other contracted services total $9,035,840.72. Expenses: • All salaries have been increased to reflect the yearly 2% COLA and step increases as contracted. • Health insurance premiums increased 5%for medical and 2%for dental. • Facilities maintenance and repairs$69,531.65. Capital Expenditures: • A new ambulance (demo model)$190,000.00. • Three command vehicles$108,024.00. • Down payment towards four new engines$248,000.00. • Facilities Improvements$56,000.00. 2020 PROPOSED BkjilGET CHANGES Mason County Fire District 5 Time: 13:41:26 Date: 11/19/2019 MCAG#: 1227 Page: 1 001 General Fund 665-005-010 Revenues Original Proposed Difference Remarks 308 Beginning Balances 308 80 00 00-00 Beginning Funds Balance 700,000.00 1,050,000.00 350,000.00 150.0% 308 Beginning Balances 700,000;00 , 1;050;000:00 350,000.00 310 Taxes 311 10 00 00-00 Real&Pers Prop Taxes 3,121,272.11 3,237,025.72 115,753.61 103.7% 31130 00 00-00 Sale Of Tax Title Property 0.00 250.00 250.00 0.0% 310 Taxes 3,121 272.'11 3,237,275.72 116,003.61 103.7% 330 Intergovernmental Revenues 332 93 40 00-00 GEMT Ground Emergency Me 0.00 800,000.00 800,000.00 0.0% 333 97 0100-00 FEMA Assistanct To Firefighte 0.00 0.00 0.00 0.0% 333 97 03 00-00 Homeland Security/FEMA/Saf 314,790.00 307,000.00 (7,790.00) 97.5% 334 04 9100-00 Dept of Health/Ems&Trauma- 1,175.00 1,250.00 75.00 106.4% 337 00 0100-00 Local Grants,Entitlements. Otl 5,000.00 5,500.00 500.00 110.0% 337 00 02 00-00 Local Grants, Entitlements, Otl 5,000.00 7,500.00 2,500.00 150.0% 33O hitergovernmental Revenues 325,965:00 7;121,250.00 795;285.00 344.0% 340 Charges For Goods& Services 342 2100 00-00 Fire Services Contracted(City 1,292,985.00 1,344,244.97 51,259.97 104.0% 342 21 01 00-00 FIRE CONTROL SERVICES/ 65,000.00 30,000.00 (35,000.00) 46.2% 342 2102 00-00 FIRE CONTROL SERVICES/ 35,000.00 15,000.00 (20,000.00) 42.9% 342 2103 00-00 Fire Protection Services-Contr 15,000.00 2,000.00 (13,000.00) 13.3% 342 60 00 00-00 Ambulance Services 1,814,658.00 2,000,000.00 185,342.00 110.2% 344 30 00 00-00 Maintenance to Others 2,500.00 1,500.00 (1,000.00) 60.0% 522.61.48.40-00 MC Fire Dist 11 Maint 340 Charges For;Goods& Services 3;225;143.00 3,392,744.97 167,601.97 105.2% 360 Interest&Other Earnings 36140 0100-00 Leasehold Excise Tax Interest 5.00 5.00 0.00 100.0% 367 00 00 00-00 Gifts,Pledges,Grants,Private : 3,000.00 500.00 (2,500.00) 16.7% 369 10 00 00-00 Sale of Junk& Salvage 3,000.00 1,000.00 (2,000.00) 33.3% 369 20 00 00-00 Unclmd Prpty/money/prcds Of 0.00 0.00 0.00 0.0% 369 9100 00-00 Misc Revenue 10,000.00 5,000.00 (5,000.00) 50.0% 2020 PROPOSED BuilGET CHANGES Mason County Fire District 5 Time: 13:41:26 Date: 11/19/2019 MCAG#: 1227 Page: 2 001 General Fund 665-005-010 Revenues Original Proposed Difference Remarks 360 Interest&Other Earnings 369 91 01 00-00 CPR Training 10,000.00 10,000.00 0.00 100.0% 522.41.32.00-00 Pblc Truing Materials(CPR) 360 Interest& Other Earnings 26,005.00 16,505.00 (9,500.00) 63.5% 380 Non Revenues 389 10 00 00-00 Other Non-Revenue Reim(refi 2,000.00 2,000.00 0.00 100.0% 380 Non;Revenues 2,000.00 _ 2,000.00 0.00 100.0% 390 Other Financing Sources 395 10 00 00-00 Sale Of Capital Assets 1,000.00 0.00 (1,000.00) 0.0% None Anticipated 395 20 00 00-00 Comp for Loss of Assets 2,000.00 2,500.00 500.00 125.0% 397 00 0100-00 Transfers in from EMS 677,645.89 75,910.57 (601,735.32) 11.2% 597.22.01.00-02 EMS Fund-Transfer 397 00 02 00-00 Transfers in from RES 0.00 0.00 0.00 0.0% 397 00 03 00-00 Transfers in from BOND 0.00 0.00 0.00 0.0% 390 Other Financing Sources 680,645.89 78,410.57 , (6.02,235..3.2),. LLS% 580 Non Expeditures 289 90 00 00-99 Suspence Account 0.00 0.00 0.00 0.0% 5.80 Non;Expeditures 0.00 0.00 0.00 0.0%n; ,081,031.00__ 8,898,186.26 17,155.26 110.1% Expenditures Original Proposed Difference Remarks 522 Fire Control 522 10 22 00-00 Tactical Athlete 0.00 13,000.00 13,000.00 0.0% Per Auditor,Okay to Roll in One 522 10 24 00-00 Retiree Payments 0.00 15,000.00 15,000.00 0.0% Gau,Feist,Knight 522 10 32 01-00 Janitorial Supplies 0.00 4,600.00 4,600.00 0.0% Per Auditor,Okay to Roll in One 522 10 38 00-00 Safety Committee Emergency 1 0.00 20,000.00 20,000.00 0.0% 522 10 43 00-00 Professional Service- Scheduli 0.00 12,500.00 12,500.00 0.0% 522 10 44 00-00 New Hire Screening 0.00 1,200.00 1,200.00 0.0% 522 1139 00-00 Miscellaneous 200.00 200.00 0.00 100.0% 522 50 2100-00 L&I,SS,Med,Unemp,PFMLA 16,400.00 5,165.62 (11,234.38) 31.5% 2020 PROPOSED BUDGET CHANGES Mason County Fire District 5 Time: 13:41:26 Date: 11/19/2019 MCAG#: 1227 Page: 3 001 General Fund 665-005-010 Expenditures Original Proposed Difference Remarks 522 Fire Control 522 50 39 00-00 Miscellaneous 800.00 3,000.00 2,200.00 375.0% 522 50 46 00-00 Insurance 8,000.00 2,000.00 (6,000.00) 25.0% 522 50 48 11-00 Facilities Supplies 0.00 5,000.00 5,000.00 0.0% 522.50 48 14-08 Station 58 -City Of Shelton 2,000.00 33,000.00 31,000.00*****% Calculated in Shelton Monthly Maintenance 522 50 49 00-00 Other Services(travel) 1,000.00 1,000.00 0.00 100.0% 522 6148 11-00 Shop Supplies 0.00 5,000.00 5,000.00 0.0% 522 6148 20-00 Airial Ladder Testing 0.00 4,000.00 4,000.00 0.0% 522 6148 70-00 Health And Wellness Maintena 0.00 1,500.00 1,500.00 0.0% 522 70 44 00-00 Ambulance Billing Fees 0.00 210,000.00 210,000.00 0.0% 522 10 1100-00 Salaries,Holiday,ALB 445,000.00 504,036.62 59,036.62 113.3% 522 10 17 00-00 Overtime 55,000.00 16,480.31 (38,519.69) 30.0% 522 10 19 00-99 Payroll Clearing 0.00 0.00 0.00 0.0% 522 10 2100-00 L&I,SS,Med,Unemp,PFMLA 44,000.00 48,860.91 4,860.91 111.0% 522 10 23 00-00 Retirement/Def. Comp. 22,000.00 47,793.45 25,793.45 217.2% 522 10 25 00-00 Medical/Dental-VEBA/MERP- 128,498.00 155,138.88 26,640.88 120.7% 522 10 29 00-00 Uniforms 2,000.00 39,000.00 37,000.00*****% Per Auditor,Okay to Roll in One 522 10 3100-00 Operation Office Supplies 1,500.00 22,400.00 20,900.00*****% Per Auditor,Okay to Roll in One 522 10 32 00-00 Administration Fuel 15,170.00 15,000.00 (170.00) 98.9% 522 10 39 00-00 Miscellaneous 3,000.00 3,000.00 0.00 100.0% 522 10 4100-00 Professional Other Services-Le 130,000.00 5,000.00 (125,000.00) 3.8% 522 10 45 00-00 Professional Services MPD 7,400.00 7,000.00 . (400.00) 94.6% 522 10 46 01-00 Insurance 16,000.00 10,000.00 (6,000.00) 62.5% 522 10 47 00-00 Utilities 24,970.00 130,000.00 105,030.00 520.6% Per Auditor,Okay to Roll in One 522 10 49 00-00 Other Services(Travel) 10,000.00 10,000.00 0.00 100.0% 522 10 5100-00 Dispatch Services 13,030.50 84,200.00 71,169.50 646.2% Per Auditor,Okay to Roll in One 210 Administration 917,568.50 1,097,910.17 180,341.67 119.7% 52211 1100-00 Salaries 15,000.00 15,360.00 360.00 102.4% 522 11 21 00-00 L&I,SS,Med,Unemp 4,100.00 3,618.62 (481.38) 88.3% 522 1143 00-00 Prof Srvcs-Attorney General Si 1,000.00 1,000.00 0.00 100.0% 522 1149 02-00 Travel 500.00 500.00 0.00 100.0% 522 11 51 00-00 Election&Audit Expenditures 20,000.00 10,000.00 (10,000.00) 50.0% 211 Commissioners 40,600.00 30,478.62 (10,121.38) 75.1% 522 20 1100-00 Salaries,Holiday,ALB 660,000.00 852,088.22 192,088.22 129.1% 522 20 17 00-00 Overtime 97,000.00 83,241.40 (13,758.60) 85.8% 522 20 2100-00 L&I,SS,Med,Unemp,PFMLA 82,000.00 91,135.18 9,135.18 111.1% 2020 PROPOSED BUDGET CHANGES Mason County Fire District 5 Time: 13:41:26 Date: 11/19/2019 MCAG#: 1227 Page: 4 001 General Fund 665-005-010 Expenditures Original Proposed Difference Remarks 522 Fire Control 522 20 23 00-00 Retirement/Def. Comp. 40,000.00 59,530.69 19,530.69 148.8% 522 20 25 00-00 Medical/Dental-VEBA/MERP- 249,796.00 263,518.27 13,722.27 105.5% 522 20 27 00-00 BVFF Disability Pension 1,000.00 5,000.00 4,000.00 500.0% 522 20 32 00-00 Suppression Fuel 22,755.00 22,000.00 (755.00) .96.7% 522 20 34 01-00 Rehab Supplies 1,500.00 1,500.00 0.00 100.0% 522 20 34 10-00 Small Equipment Purchases 1,750.00 1,750.00 0.00 100.0% 522 20 34 11-00 Turnout Gear Supplies 2,000.00 2,000.00 0.00 100.0% 522 20 34 12-00 SCBA Supplies 1,500.00 8,950.00 7,450.00 596.7% 522 20 34 13-00 Radio Supplies 1,000.00 1,000.00 0.00 100.0% 522 20 34 17-00 Wildland Supplies 2,136.00 12,000.00 9,864.00 561.8% 522 20 39 00-00 Miscellaneous 3,000.00 3,000.00 0.00 100.0% 522 20 46 00-00 Insurance 16,000.00 26,000.00 10,000.00 162.5% 522 20 49 00-00 Other Services(Travel) 1,500.00 1,500.00 0.00 100.0% 220 Suppression 1,182,937.00 1,434,213.76 251,276.76 121.2% 522 30 1100-00 Code Enforcement 2,000.00 3,500.00 1,500.00 175.0% 522 30 12 00-00 Fire Investigation 2,000.00 2,000.00 0.00 100.0% 522 30 13 00-00 Public Education 3,500.00 6,000.00 2,500.00 171.4% 522 30 14 00-00 Equipment 500.00 500.00 0.00 100.0% 522 30 3100-00 Supplies 250.00 250.00 0.00 100.0% 522 30 34 23-00 Knox Box Purchases 3,000.00 6,000.00 3,000.00 200.0% 230 Prevention 11,250.00 18,250.00 7,000.00 162.2% 522 41 32 00-00 Pblc Truing Materials (CPR Eta 10,000.00 10,000.00 0.00 100.0% 369.91.01.00-00 CPR Training 241 Public Training 10,000.00 10,000.00 0.00 100.0% 522 45 3100-00 Instructor Fees 5,000.00 1,000.00 (4,000.00) 20.0% 522 45 32 00-00 Book,Manuels,Videos 2,800.00 1,000.00 (1,800.00) 35.7% 522 45 33 00-00 Registration Fees 30,000.00 32,000.00 2,000.00 106.7% 522 45 34 00-00 Lodging,Meals,Mileage 600.00 7,000.00 6,400.00*****% 522 45 37 00-00 Eqpmnt,Props, Cmptrs,Prjctrs 500.00 500.00 0.00 100.0% 522 45.39 00-00 Miscellaneous 2,000.00 150.00 (1,850.00) 7.5% 245 Fire and EMS Training 40,900.00 41,650.00 750.00 101.8% 522 50 1100-00 Salaries,Holiday,ALB 60,000.00 52,565.10 (7,434.90) 87.6% 522 50.17 00-00 Overtime 0.00 226.36 226.36 0.0% 2020 PROPOSED BUDGET CHANGES Mason County Fire District 5 Time: 13:41:26 Date: 11/19/2019 MCAG 4: 1227 Page: 5 001 General Fund 665-005-010 Expenditures Original Proposed Difference Remarks 522 Fire Control 522 50 23 00-00 Retirement/Def Comp. 8,000.00 7,811.17 (188.83) 97.6% 522 50 25 00-00 Medical/Dental-VEBA/MERP- 49,599.20 11,925.36 (37,673.84) 24.0% 522 50 32 00-00 Maintenance Fuel 15,170.00 11,500.00 (3,670.00) 75.8% 522 50 48 14-01 Station 51 -Allyn 1,500.00 20,000.00 18,500.00*****% 522 50 48 14-02 Station 52-Victor 1,000.00 3,000.00 2,000.00 300.0% 522 50 48 14-03 Station 53 -Mason Benson 1,500.00 3,000.00 1,500.00 200.0% 522 50 48 14-04 Station 54-Lake Limerick 1,500.00 1,000.00 (500.00) 66.7% 522 50 48 14-05 Station 55 -Agate 1,000.00 6,000.00 5,000.00 600.0% 522 50 48 14-06 Station 56-Gosser 1,000.00 4,000.00 3,000.00 400.0% 522 50 48 14-07 Station 57-Pickering 1,500.00 3,000.00 1,500.00 200.0% 522 50 48 14-09 Station 59-Harstine Island No 1,000.00 15,531.65 14,531.65*****% 522 50 48 14-10 Station 510-Johns Prairie 1,000.00 4,000.00 3,000.00 400.0% 522 50 48 14-11 Station 511 -Harstine Island Sc 1,000.00 10,000.00 9,000.00*****% 522 50 48 21-00 Tools Equipment 1,500.00 12,000.00 10,500.00 800.0% 250 Maintenance 146,269.20 165,559.64 19,290.44 113.2%' 522 60 1100-00 Salaries,Holiday,ALB 86,000.00 86,549.84 549.84 100.6% 522 60 17 00-00 Overtime 30,000.00 2,188.64 (27,811.36) 7.3% 522 60 2100-00 L&I,SS,Med,Unemp,PFMLA 24,600.00 9,025.06 (15,574.94) 36.7% 522 60 23 00-00 Retirement/Def.Comp. 12,000.00 6,153.52 (5,846.48) 51.3% 522 60 25 00-00 Medical/Dental-VEBA/MERP- 73,498.80 32,719.92 (40,778.88) 44.5% 522 60 32 00-00 Mechanic Fuel 15,170.00 15,000.00 (170.00) 98.9% 522 60 39 00-00 Miscellaneous 800.00 800.00 0.00 100.0% 522 60 46 00-00 Insurance 8,000.00 2,000.00 (6,000.00) 25.0% 522 60 49 00-00 Other Services(travel) 1,500.00 1,500.00 0.00 100.0% 260 Mechanic 251,568.80 155,936.98 (95,631.82) 62.0% 522 6148 02-00 Hose Testing 10,000.00 10,000.00 0.00 100.0% 522 6148 04-00 Ambulances 25,000.00 25,000.00 0.00 100.0% 522 6148 06-00 Cars 15,000.00 16,000.00 1,000.00 106.7% 522 6148 07-00 Others 1,000.00 1,000.00 0.00 100.0% 522 6148 08-00 Engines 48,500.00 48,500.00 0.00 100.0% 522 6148 09-00 Fire Equipment 8,000.00 2,500.00 (5,500.00) 31.3% 522 6148 12-00 Misc Equipment 5,000.00 500.00 (4,500.00) 10.0% 522 6148 15-00 Tenders 5,000.00 5,000.00 0.00 100.0% 522 6148 16-00 Utility Flatbed and trlr 3,000.00 3,000.00 0.00 100.0% 522 6148 18-00 Pump Testing 7,100.00 6,000.00 (1,100.00) 84.5% 2020 PROPOSED B u OGET CHANGES Mason County Fire District 5 Time: 13:41:26 Date: 11/19/2019 MCAG#: 1227 Page: 6 001 General Fund 665-005-010 Expenditures Original Proposed Difference Remarks 522 Fire Control 522 6148 19-00 Unallocated 1,000.00 500.00 (500.00) 50.0% 522 6148 21-00 Tools Equipment 5,000.00 5,000.00 0.00 100.0% 522 6148 40-00 MC Fire Dist 11 Maint 2,500.00 1,500.00 (1,000.00) 60.0% 344.30.00.00-00 Maintenance to Others 522 6148 99-00 Miscellaneous 500.00 500.00 0.00 100.0% 261 Maintenance and Repairs 136,600.00 125,000.00 (11,600.00) 91.5% 522 70 1100-00 Salaries,Holiday,ALB 3,200,000.00 2,626,742.23 (573,257.77) 82.1% 522 70 17 00-00 Overtime 290,000.00 194,229.93 (95,770.07) 67.0% 522 70 2100-00 L&I,SS,Med,Unemp,PFMLA 241,900.00 270,010.10 28,110.10 111.6% 522 70 23 00-00 Retirement/Def. Comp. 120,000.00 179,958.16 59,958.16 150.0% 522 70 25 00-00 Medical/Dental-VEBA/MERP- 783,588.00 828,555.05 44,967.05 105.7% 522 70 3104-00 Medical Supplies 150,000.00 192,000.00 42,000.00 128.0% 522 70 32 00-00 EMS Fuel 83,435.00 60,000.00 (23,435.00) 71.9% 522 70 39 00-00 Miscellaneous 6,000.00 6,000.00 0.00 100.0% 522 70 45 00-00 Non-Expense Remit Overpaid l 10,000.00 5,000.00 (5,000.00) 50.0% 522 70 46 00-00 Insurance 32,000.00 60,000.00 28,000.00 187.5% 522 70 49 00-00 Other Services(Travel) 200.00 200.00 0.00 100.0% 270 EMS 4,917,123.00 4,422,695.47 (494,427.53) 89.9% 522 Fire Control 7,683,216.50 7,837,860.26 154,643.76 102.0% 580 Non Expeditures 589 00 00 01-00 Remittances-Interest Reg Warr 0.00 0.00 0.00 0.0% 589 40 00 00-00 Agency Type Disbursements-R, 0.00 0.00 0.00 0.0% 589 90 00 00-98 Draw Account 0.00 0.00 0.00 0.0% 580 Non,Expeditures 0:00 0.00 0.00 00%. 590 597 22 0100-00 Transfer out to RES 0.00 0.00 0.00 0.0% None Anticipated 597 22 02 00-00 Transfer out to EMS 0.00 0.00 0.00 0.0% S 0 .... 0.00 0.00 0.00 0.0%' 591 Debt Service-Principal Repayment 2020 PROPOSED BUDGET CHANGES Mason County Fire District 5 Time: 13:41:26 Date: 11/19/2019 MCAG#: 1227 Page: 7 001 General Fund 665-005-010 Expenditures Original Proposed Difference Remarks 591 Debt Service-Principal Repayment 59122 70 00-00 Short Term Dept Principal Paye 0.00 0.00 0.00 0.0% 591 Debt Service-Principal Repayment - 0.00 0.00 0.00 0.0% 592 Debt Service-Interest Costs 592 22 83 00-01 Short Term Debt Interest Paym 0.00 0.00 0.00 0.0% 592 Debt;Service-Interest Costs 0.00 0:00 0.00 0.0% 594 Capital Expenditures 594 22 62 01-00 Station 1 Improvements 0.00 16,000.00 16,000.00 0.0% 594 22 62 02-00 Station 2 Improvements 0.00 2,000.00 2,000.00 0.0% 594 22 62 03-00 Station 3 Improvements 0.00 0.00 0.00 0.0% 594 22 62 04-00 Station 4 Improvements 0.00 6,000.00 6,000.00 0.0% 594 22 62 05-00 Station 5 Improvements 0.00 5,000.00 5,000.00 0.0% 594 22 62 06-00 Station 6 Improvements 0.00 4,000.00 4,000.00 0.0% 594 22 62 07-00 Station 7 Improvements 0.00 8,000.00 8,000.00 0.0% 594 22 62 08-00 Station 8 Improvements 0.00 0.00 0.00 0.0% 594 22 62 09-00 Station 9 Improvements 0.00 10,000.00 10,000.00 0.0% 594 22 62 10-00 Station 10 Improvements 0.00 2,000.00 2,000.00 0.0% 594 22 62 11-00 Station 11 Improvements 0.00 3,000.00 3,000.00 0.0% 594 22 62 12-00 Headquarters Project 0.00 0.00 0.00 0.0% 594 22 62 13-00 Training Center 0.00 0.00 0.00 0.0% 594 22 64 01-00 Fuel Clean Up 0.00 0.00 0.00 0.0% 594 22 64 02-00 ALS Ambulances&Amb Equil 120,000.00 230,000.00 110,000.00 191.7% Ambulance/Striker Contract 594 22 64 03-00 Ambulance Aid Equipment 12,000.00 33,000.00 21,000.00 275.0% 594 22 64 09-00 Command Rigs&Pickups 0.00 108,024.00 108,024.00 0.0% 594 22 64 15-00 Engines and Equipment 15,000.00 248,000.00 233,000.00*****% 594 22 64 17-00 Assistance to Firefighters 0.00 0.00 0.00 0.0% 594 22 64 18-00 Bunker Gear 67,000.00 55,330.00 (11,670.00) 82.6% 594 22 64 19-00 Wildland Equipment 95,000.00 0.00 (95,000.00) 0.0% . 594 22 64 20-00 SCBA Equipment 25,000.00 55,000.00 30,000.00 220.0% 594 22 64 23-00 Tenders and Equipment 0.00 0.00 0.00 0.0% 594 28 64 01-00 Admin Computer Equipt 0.00 0.00 0.00 0.0% 594 28 64 02-00 Communications Upgrades 0.00 0.00 0.00 0.0% 594 28 64 03-00 Radio Communications 0.00 10,000.00 10,000.00 0.0% 594 28 64 04-00 Payment For Purchase Of MCD 142,000.00 144,000.00 2,000.00 101.4% Two payments$72,000 each 2020 PROPOSED BUDGET CHANGES Mason County Fire District 5 Time: 13:41:26 Date: 11/19/2019 MCAG#: 1227 Page: 8 001 General Fund 665-005-010 Expenditures Original Proposed Difference Remarks 594 Capital Expenditures .. .. 594 Capital 1pnditures 476,OOd'00 '9 ,354 00.. 463;354 00 1,�7.3° 597 Interfund Transfers 597 22 03 00-00 Transfer Out To LTGO 2013 Ft 120,972.00 120,972.00 0.00 100.0% 397.00.00.00-20 LTGO 2013-Transfer 597 Interf nd Transfers 120,972.00 120,972.00 0.00 100.0% Fund Expenditures8,280,188.50 8,898,186.26 \617,997.76 107.5% Fund Fxgess/(Deficit) ........... �.,..,.v... 2020 PROPOSED BuilGET CHANGES Mason County Fire District 5 Time: 13:41:26 Date: 11/19/2019 MCAG#: 1227 Page: 9 002 EMS Fund 665-005-040 Revenues Original Proposed Difference Remarks 308 Beginning Balances 308 80 00 00-02 Beginning Balance 150,000.00 150,000.00 0.00 100.0% 308 Beginning Balances 150,000.00 150;000.00 0.00 100.0% 310 Taxes 311 10 00 00-02 EMS -Taxes 1,076,384.04 1,119,282.45 42,898.41 104.0% 31130 00 00-02 Sale Of Tax Title Property 0.00 0.00 0.00 0.0% 337 40 00 00-02 Timber Excise Taxes 0.00 0.00 0.00 0.0% 310 Taxes 1,076,384.04 1,119,282:45 42,898.41 10;,., ,; o: 330 Intergovernmental Revenues 337 00 00 00-02 Leasehold Excise Tax 0.00 0.00 0.00 0.0% 337 00 0100-02 Local Grants,Entitlements,Ott 0.00 0.00 0.00 0.0% 337 00 02 00-02 Local Grants,Entitlements,Otl 0.00 0.00 0.00 0.0% 330 lntergoverivnental Revenues „< 0._00 0.00 0.00 . 0:0% 360 Interest&Other Earnings 36140 00 00-02 Misc Revenue-Oth Interest Ea 0.00 0.00 0.00 0.0% 36140 0100-02 Leasehold Excise Tax Interest 0.00 0.00 0.00 0.0% 369 20 00 00-02 Miscellaneous Revenues 0.00 0.00 0.00 0.0%, 360:'Interest& Other Earnings 0.00 0.00 0.00 0.0° 390 Other Financing Sources 397 00 0100-02 Transfer in from GEF 0.00 0.00 0.00 0.0% 397 00 02 00-02 Transfer in from RES 0.00 0.00 0.00 0.0% 397 00 03 00-02 Transfer in from BOND 0.00 0.00 0.00 0.0% 390 Other Financing Sources 0.00 '0.00 : ..:_:.0.00 0.0 Fund Revenues: 1,226,3$4,,04 1,269,282.45 42,$9$.41 101131.1151% Expenditures Original Proposed Difference Remarks 2020 PROPOSED BUDGET CHANGES Mason County Fire District 5 Time: 13:41:26 Date: 11/19/2019 MCAG#: 1227 Page: 10 002 EMS Fund 665-005-040 Expenditures Original Proposed Difference Remarks 580 Non Expeditures 589 40 00 00-02 Agency Type Dispursement-Re 0.00 0.00 0.00 0.0% 580 Non Expedlure 0:00 0.00 0.00 0.0% 590 597 22 0100-02 Transfer out to GEF 677,645.89 75,910.57 (601,735.32) 11.2% 397.00.01.00-00 General Fund-Transfer 597 22 02 00-02 Transfer out to RES 398,738.17 300,000.00 (98,738.17) 75.2% 397.00.02.00-03 Reserve Fund-Transfer 597 22 03 00-02 Transfer out to BOND 0.00 0.00 0.00 0.0% 590 1,076,384.06 375;910.57 (700,473.49) 34.9% Fund Expenditures: 1,076,384.06 375,910.57 (700,473.49) 34.9°/, Fund Excess/(Deficit): 149,999.98 893,371.88 2020 PROPOSED BUDGET CHANGES Mason County Fire District 5 Time: 13:41:26 Date: 11/19/2019 MCAG#: 1227 Page: 11 003 Reserve Fund 665-005-020 Revenues Original Proposed Difference Remarks 308 Beginning Balances 308 80 00 00-03 Beginning Fund Balance 3,777.96 3,777.96 0.00 100.0% 308 Be ronin Balances_ 3,777.96 3,777.96 0.00 100.0% g g 310 Taxes 311 10 00 00-03 Taxes-Real and Personnel 0.00 0.00 0.00 0.0% 311 10 0100-03 Taxes-General Property 0.00 0.00 0.00 0.0% 317 20 00 00-03 Excise,Leasehold 0.00 0.00 0.00 0.0% 317 20 01 00-03 Excise,Leasehold,Interest 0.00 0.00 0.00 0.0% 310 Taxes. .. " 0.00 0.00 0.00 0.0%' 360 Interest&Other Earnings 361 1100 00-03 Misc Rev,Interest&other earn 0.00 0.00 0.00 0.0% 362 50 00 00-03 External Misc Rev.rents, lease; 0.00 0.00 0.00 0.0% 360 Interest& Other Earnings 0;00 0.00 0.00 0.0%' 390 Other Financing Sources 397 00 0100-03 Transfer in from GEF 0.00 0.00 0.00 0.0% 597.22.01 General Fund-Transfer 397 00 02 00-03 Transfer in from EMS 398,738.17 300,000.00 (98,738.17) 75.2% 597.22.02.00-02 EMS Fund-Transfer 397 00 03 00-03 Transfer in from BOND 0.00 0.00 0.00 0.0% 390 Other Finazncing Sources 398,738.17 300,000.00 (98,738.17) 75.2W 402,516.1.3 303,777.9.6 (98,738.1.7) 75.5% Expenditures Original Proposed Difference Remarks 590 597 22 0100-03 Transfer out to GEF 0.00 0.00 0.00 0.0% 597 22 02 00-03 Transfer out to EMS 0.00 0.00 0.00 0.0% 597 22 03 00-03 Transfer out to BOND 0.00 0.00 0.00 0.0% 0. .. .. 0.00 . 0.00 0.00 0.0% 2020 PROPOSED BuilGET CHANGES Mason County Fire District 5 Time: 13:41:26 Date: 11/19/2019 MCAG#: 1227 Page: 12 003 Reserve Fund 665-005-020 Expenditures Original Proposed Difference Remarks 2020 PROPOSED BuilGET CHANGES Mason County Fire District 5 Time: 13:41:26 Date: 11/19/2019 MCAG#: 1227 Page: 13 200 Fund 665-005-050 LTGO 2013 Revenues Original Proposed Difference Remarks 308 Beginning Balances 308 80 00 00-20 Beginning Fund Balance 0.00 0.00 0.00 0.0% 308 Beginning Balances 0.00 0.00 0.00 0.0% 360 Interest&Other Earnings 361 10 00 00-20 Interest on Investments 0.00 0.00 0.00 0.0% 360 Interest&Other Earnings; 0.00 0.00 0.00 0.0% 390 Other Financing Sources 397 00 00 00-20 FUNDS TRANSFERED FRW 120,972.00 120,972.00 0.00 100.0% 597.22.03.00-00 General Fund-Transfer 390;0ther,Financing Sources ` b 1;20,972.00 120 972.00 0.00 100.0% Fund2evenues120,972.00 120,972.00 ev® 0.00 100.0%e Expenditures Original Proposed Difference Remarks 590 59122 70 00-20 Payment(s)-Principle 99,376.54 99,376.54 0.00 100.0% 592 22 83 00-20 Payments-Interest 21,595.46 21,595.46 0.00 100.0% 597 22 00 00-20 Transfer out to GEF 0.00 0.00 0.00 0.0% 590 120,972.00 120,972.00 0.00 100.0% Fund Ex enditur Fund Excess/(Deficit) 2020 PROPOSED BL-,,61ET CHANGES �- Mason County Fire District 5 . Fund Totals Time: 13:41:26 Date: 11/.19/2019 MCAG#: 1227 Page: 14 Revenues Expenditures Fund Original Proposed , Difference Original Proposed Difference 001 General Fund 665-005-010 8,081,031.00 8,898,186.26 817,155.26 110.1% 8,280,188.50 8,898,186.26 617,997.76 107.5% 002 EMS Fund 665-005-040 1,226,384.04 1,269,282.45 42,898.41 103.5% 1,076,384.06 375,910.57 (700,473.49) 34.9% 003 Reserve Fund 665-005-020 402,516.13 303,777.96 (98,738.17) 75.5% 0.00 0.00 0.00 0.0% 200 Fund 665-005-050 LTGO 2013 120,972.00 120,972.00 0.00 100.0% 120,972.00 120,972.00 0.00 100.0% CC:CM—MRS Neatherlin,Shutty&Trask Clerk CWD GROUP 11/20/2019 Dear Beards Cove Owners, Enclosed please find the 2020 budget summary as adopted by your Board of Directors. The 2020 budget represents the culmination of efforts by your Board and management company to accurately reflect the costs of operating your Association. Considerable time was devoted to reviewing all prior expenses, ensuring an accurate allocation of those costs, and reviewing the proposed budget for areas that could be trimmed. Please be advised, as of July 1, 2018 the Washington State Legislature approved a new Washington Condominium State Statute called WUCIOA (Washington Uniform Common Interest Ownership Act). This bill applies to new associations being formed after July 1, 2018, except for two provisions that automatically apply to existing associations. Section 120 regarding election of preexisting common interest communities and Section 326 regarding adoption of budgets - assessments and special assessments. Per RCW. 64.90.525 (*please see full article below), the Association will now be required to hold an annual budget ratification within 60 days from when the Board adopts a new operating budget. The Budget shall be considered ratified unless 51% or more of the ownership rejects the budget at the meeting. As a result of this new legislation, the Association will hold a Budget Ratification Meeting on 12/09/19 North Mason School District Office C 5:30 PM The 2020 Budget represents a 2.58% increase from 2019. As you are likely already aware, the budget and anticipated expenses of the Association are determined first and then the assessments are calculated based on each unit's allocated share as directed by the governing documents. It is typically expected that assessments will increase some amount annually as the cost of taxes, insurance and utilities are almost always on the rise. The full budget details are available on the website at www.cwdgroup.com if you wish to review additional information. A Payment slip with unit-specific annual assessments will be mailed out after the Budget Ratification Meeting. If you are on ACH withdrawal for your yearly assessment, you will not receive payment remittance slips and your assessment amount will automatically be updated to the 2020 assessment amount. If you use a bill pay service through your bank, you will need to alert your financial institution of the change. Other available payment options are as follows: 360° MANAGEMENT • You may utilize our automatic bill paying service. Should you wish to receive the form to sign up for the service, please email our Customer Service Team emailus@cwdgroup.com and request a "Authorization Agreement for Direct Payments" (ACH Debits), commonly referred to as Automatic Withdrawal Payments. To participate, please fill out the upper portion with the necessary information and attach a voided check to the document. Please remember to date and sign the Authorization Agreement and either mail (address below), fax 206.706.7679 or e-mail it to matthew@cwdgroup.com. Please return the ACH form to our office by the 25' of the month prior to the month in which you wish the first withdrawal to occur. You may mail your payment, made payable to "Beard's Cove"to CWD Group, Inc., PO Box 34251, Seattle, WA 98124-1251. Please include your account number on the memo line of your check. If you do not know your account number, please contact emailus@cwdgroup.com for assistance. You may use Bill Payer, or any similar system offered by your financial institution. Please provide your bank with the mailing address listed above and your account number. • Credit Card Payments are an option on our website at: www.cwdgroup.com. Please note that the third-party processor does charge a processing fee in addition to the amount of the payment. Thank you for your consideration of the enclosed material. If you have any questions, please do not hesitate to contact us at 206.706.8000 or e-mail Beardscove@cwdgroup.com For the Beard's Cove Board of Directors, Chrik Fre,ed*n.an Chris Freedman Community Association Manager &we v e'. 04oAdcW Cjattq Aad Dogar4m Duce Lets Celebrate the Holidays as a Community! When: December 14th At S(ffC MQ Pcmk Time: 2p— 4p Who: Beards Cove Community Members •Photos With Santa .Arts and Crafts •Hot Chocolate & Cookies 9 Roasting MarshmalloNvs Donations of New Toys and Clothing Items Accepted for Community Members in Need. For More Information Email: BeardsCove@CWDGroup.com *RCW 64.90.525 Budgets—Assessments—Special assessments. (1)(a) Within thirty days after adoption Of any proposed budget for the common interest community, the board must provide a copy of the budget to all the unit owners and set a date for a meeting of the unit owners to consider ratification of the budget not less than fourteen nor more than fifty days after providing the budget. Unless at that meeting the unit owners of units to which a majority of the votes in the association are allocated or any larger percentage specified in the declaration reject the budget, the budget and the assessments against the units included in the budget are ratified, whether or not a quorum is present. (b)If the proposed budget is rejected or the required notice is not given, the periodic budget last ratified by the unit owners continues until the unit owners ratify a subsequent budget proposed by the board. (2) The budget must include: (a) The projected income to the association by category, (b) The projected common expenses and those specially allocated expenses that are subject to being budgeted, both by category; (c) The amount of the assessments per unit and the date the assessments are due, (d) The current amount of regular assessments budgeted for contribution to the reserve account; (e)A statement of whether the association has a reserve study that meets the requirements of RCW 64.90.550 and, if so, the extent to which the budget meets or deviates from the recommendations of that reserve study;and (t) The current deficiency or surplus in reserve funding expressed on a per unit basis. (3) The board, at any time, may propose a special assessment. The assessment is effective only if the board follows the procedures for ratification of budget described in subsection (1)of this section and the unit owners do not reject the proposed assessment. The board may provide that the special assessment may be due and payable in installments over any period it determines and may provide a discount for early payment. Please visit http://app.leg.wa.gov/RCW/default.aspx?cite=64.90 for the complete chapter. Beards Cove 2020 Assessment Break Down 2020 Assessment Schedule 2019 Assessment Schedule Total Annual Assessment Per Lot 329.00 Total Annual Assessment Per Lot 320.50 ,. Late and Finance Fees $ 0.00% $ - Late and Finance Fees $ - 0.00% $ - Access Device Fees $ 0.00% $ - Access Device Fees $ - 0.00% $ - Amenity Usage Fees $ - 0.00% $ - Amenity Useage Fees $ - 0.00% $ - Interest income $ - 0.00% $ Interest income $ - 0.00% $ - Maintenance Supplies $ 687.43 0.39% $ 1.29 Mainenance Supplies $ 841.50 0.49% $ 1.58 Real Estate Property Taxes $ 8,609.00 4.92% $ 16.18 Real Estate Property Taxes-$ 1,352.00 0.79% $ 2.54 Meeting Expenses $ 1,285.71 0.73% $ 2.42 Meeting Expenses $ 120.00 0.07% $ 0.23 Certified Pool Operator License $ - 0.00% $ - Certified Pool Operator License $ 135.00 0.08% $ 0.25 Gate Repairs and Maintenance $ 309.00 0.18% $ 0.58 Gate Repairs and Maintenance $ 309.00 0.18--%---$---0.58 Internet $ 900.00 0.51% $ 1.69Internet _ $ 360.00 0.21% $ 0.68 Fees, Licenses, &Permits $ 710.00 0.41% $ 1.33 Fees, Licenses, &Permits $ 420.00 0.25% $ 0.79 Taxes - Income/Proper Tax $ - 0.00% S - Taxes -Income/Property Tax $ 495.78 0.29% $ 0.93 Events $ 1,482.86 0.85% $ 2.79 Events $ 500.00 0.29% $ 0.94 Garbage $ 554.97 0.32% $ 1.04 'Garbage $ 539.27 0.32%-$ 1.01 Landscape Other_ $ 600.00 0.34% $ 1.13 Landscape Other $ 600.00 0.35% $ 1.13 Water $ 1,139.45 0.65% $ 2.14 Water $ 679.80 0.40% $ 1.28 Add Mgmt Fees $ 3,000.00 1.71% $ 5.64 rAdd Mgmt Fees $ 1,821.6-0-1.07 To $ 3.42 BOD Compensation S 1,974.00 1.13% $ 3.71 !BOD Compensation $ 2,071.86 1.22% S 3.89 Reserve Study $ 790.00 0.45% $ 1.48 Reserve Study $ 1,800.00 1.06% $ 3.38 Legal Fees $ 2,000.00 1.14% $ 3.76 !Legal Fees $ 2,000.00 1.17% $ 3.76 Audit/Tax Prep $ 2,350.00 1.34% $ 4.42 Audit/Tax Prep $ 2,300.00 1.35% $ 4.32 General Maintenance $ 5,000.00 2.86% $ 9.40 General Maintenance $ 3,500.00 2.05% $ 6.58 Funded Contingency -_ $ 2,500.00 1.43% $ 4.70Funded Contingency $ 5,365.00 3.15% $ 10.08 Pool Service $ 6,100.00 3.49% $ 11.47 Pool Service $ 5, Electrics $ 14,228.58 8.13% $ 26.75 Electricivi $ 10,83809.06 6.36% $ 20.37 0.00 3.40 To $ 10.90 Pool/Spa Maintenance $ 6,500.00 3.71% $ 12.22 Pool/Spa Maintenance $ 6,500.00 3.81% $ 12.22 Insurance $ 7,595.70 4.34% $ 14.28 Insurance $ 7,501.20 4.40% $ 14.10 Management Fees $ 24,708.00 14.12% $ 46.44 Management Fees $ 23,700.00 13.90% $ 44.55 General Landscaping $ 18,696.00 10.68% $ 35.14 rGeneral Landscaping $ 17,985.12 10.55% $ 33.81 Office Expenses $ 27,862.00 15.92% $ 52.37 ((Office Expenses $ 27,973.00 16.41% $ 52.58 Transfer to Reserves $ 15,000.00 8.57% $ 28.20 Transfer to Reserves $ 15,000.00 8.80% $ _28.20 Bad Debt Expense $ 20,445.00 11.68% $ 38.43 Bad Debt Expense $ 30,000.00 17.59% $ 56.39 Total $ 175,027.71 100% $ 329.00 Total $ 170,508.59 100% $ 320.50 Beard's Cove WUCIOA COMPLIANCE 1. Projected Income: Homeowner Assessments $175,027.71 Other Income (Move in/Move-out, Access devices, etc.) 0.00 Total Income $175,027.71 2. Projected Expenses: Replacement Reserves $15,000.00 Specially Allocated Expenses 0.00 Common Operating Expenses 0.00 Total Operating Expenses $15,000.00 Net Income $160,027.71 3. Amount of Assessment per Unit: See Assessment Schedule 4. Date Assessments are due: January 1st 5. Current Amount of Contribution to Reserves: $15,000 6. Association has a reserve study that meets RCW 64.90.550$? Yes 7. Reserve Study recommend Full Funding Amount: $29,300 8. Funding Level of reserve study BOD has agreed to? Baseline 9. Budget meets reserve study recommendations? No 10. If budget does not meet reserve study, how does it deviate? $ (14,300) 11. Fiscal Year (deficiency)/surplus of reserve funding for $ (27) 12. Total amount reserve fund is (under)/over funded as of $ (202) 13 Special Assessment proposed? No B. Compliance with RCW 64.90.550 is based upon a statement to that effect in the , uuy(Ui rdSK Clerk Educational Service District 113 apital RMy Partner for Learning Solutions Cegion ESD 113 v November 18, 2019 Mason County Board of County Commissioners 411 North 5th Street Shelton,WA 98584 Re: Certification of Excess Levies Dear Board of County Commissioners: Enclosed are the "Certification of Excess Levies for 2020 Collection" pages for school districts located in your County. The levy amounts on these pages have been approved by the Board of Directors for each school district during their FY 2019-20 budget adoption process and reflect rollback amounts as specified by law. First Class Districts are responsible for certifying their own levies. If the ESD received a copy of their certification document, it is included in this packet. The districts are certifying their levy ballot amount,with the understanding that the County Assessor will recalculate the figure to levy with the 2019 assessed valuation. If you have any questions, please feel free to contact me at(360)464-6751. Sincerely, Denise Wolff r" Director School Finance Educational Service District 113 NOV 25 2019 dwolff@esd113.org (360)464-6751 Mason County Commissioners Cc: Grays Harbor County Assessor 6005 Tyee Drive SW I Tumwater,WA 98512 Telephone 360-464-6700 ( Fax 360-464-6900 1 www.esdll3.org Elma School District No.068 F-195 BUDGET CERTIFICATION As Secretary to the Board of Directors of 31.ma School District. School Dist.ric Nu. 068 of Grays H<.cbor Coun_y, I do hereby certify that the Hoard of Directors, at a public meeting advert,'.sod pursuant to RCW 26A.505.050 and held pursuant to RCW "SA.505.060; (a) established the total appropriation expend.i-rure amount for each fund for the fiscal year; and (b) the budget for each fund represents the budget as adopted by the Board of Directors; and (c) the budget is prepared on the modified accrual basis of accounting pursuant to RCW 28A.505.020; or (d) the Board of Directors and officers of said school district are fully cognizant of their liability under the provisions of RCW 28A.505.150; all, (e) if applicable, pursuant to RCW 28A.150.2"70 and WAC 392-121-445, the Board of Directors has executed a resolution as part of the budget hearing requesting approval for operating transfers from the General Fund to the Debt Service Fund and/or the Capital Projects Fund; and (f) pursuant to RCW 84.52.020, the Board of Directors determined the amount of new fiscal year excess tax levy requirements needed for the General, Transportation, Capital Projects, and Debt Service Fund budgets. 24/"'� /1,1� r dg11 :a�crc-- ry to the Board fof Directors Budget Adoption Date FOR ESD AND OSPI USE ONLY The School Districtget has been reviewed and the total appropriation expenditure amount. in each fund is fixed and approved in accordance with ZCW 2.8A.505 for the pe 'od Septem er 1, 2019 through August 31, 2020. ESD Superintendent or Designee Date OSPI .p e,en`_a'-:ive �it.v Lock and Print Date: 07/22/2019 Form F-195 Page 1 of 1 _ iJ ication Pa;J Run: 7/22/2019 10:47:18 AM FSC 2019-2020 Elora School District N0.066 BUDGET AND E CRSS LEVY SUMMARY Associated Student Body Debt Service capital Transportation General Fund Fund Fund Projects Fund Vehicle Fund SECTIOK A: BUDGET SUMMARY Total Revenues and other Financing Sources 24,751,182 517,264 110 93,728 Total Appropriation (Expenditures) 26,873,922 432,027 0 0 184,000 Other Financing Uses--Transfers Out (G.L. 0 536) 0 (LXXX 0 0 Other Financing Uses (G.L. 535) 0 XXXX 0 0 ❑ Excess of Revenues/Other Financing Sources Over/(Under) Expenditures and Other Financing Uses -2,122,740 85,237 0 0 -90,272 Beginning Total Fund Balance 5,604,744 145,409 0 0 92,908 Ending Total•Fund Balance 3,482,004 230,646 0 0 2,636 SECTION B: EXCESS I.BVIR8 FOR 2020 COLLECTION Excess levies approved by voters for 2020 2,514,435 0 0 0 0 collection Rollback mandated by school district Board of Directors 1/ 0 0 0 0 Net excess levy amount for 2020 collection✓ XXXX 0 0 after rollback 4 04M,64A 0 1/ Rollback of levies needs to be certified pursuant to RCW 84.52.020. Please do NOT include such resolution as part of this document. Form F 195 page 1 of 1 Fund Summary Grapeview School District No.054 F-195 BUDGET Run: 6/25/2019 8:37:4 AM CERTIFICATION As Secretary to the Board of Directors of Grapeview School District School District No. 054 of Mason County, I do hereby certify that the Board of Directors, at a public meeting advertised pursuant to RCW 28A.505.050 and held pursuant to RCW 28A.505.060; (a) established the total appropriation expenditure amount for each fund for the fiscal year; and (b) the budget for each fund represents the budget as adopted by the Board of Directors; and (c ) the Debt Service Fund budget is prepared on the modified accrual basis of accounting and all other funds are prepared on the cash basis of accounting pursuant to RCW 28A.505 (d) the Board of Directors and officers of said school district are fully cognizant of their liability under the provisions of RCW 28A.505.150; and (e) if applicable, pursuant to RCW 28A.150.270 and WAC 392-121-445, the Board of Directors has executed a resolution as part of the budget hearing requesting approval for operating transfers from the General Fund to the Debt Service Fund and/or the Capital Projects Fund; and (f) pursuant to RCW 84.52.020, the Board of Directors determined the amount of new fiscal year excess tax levy requirements needed for the General, Transportation, Capital Projects, and Debt Service Fund budgets. J Q Secretary to the Board of Directors Budget Adoption Date FOR ESD AND OSPI USE ONLY The School District budget has been reviewed and the total appropriation expenditure amount in each fund is fixed and approved in accordance with RCW 28A.505 for the period September 1, 2019 through August 31, 2020. � aS ESD Superintendent or Desig , Date ne 4k, 7 ?-,7o, SPI resenta ve Date Lock and Print Date: 06/25/ 019 Form F-195 Page 1 of 1 + Certification Page FY 2019-2020 Run: 7/23/2019 9:06:09 AM. Grapeview School District No.054 BUDGET AND EXCESS LEVY SUMMARY Associated Student Body Debt Service Capital Transportation General Fund Fund Fund Projects Fund Vehicle Fund SECTION A: BUDGET SUMMARY Total Revenues and Other Financing Sources 3,377,559 8,200 848,253 1,200 29,347 Total Appropriation (Expenditures) 3,438,910 8,000 882,832 100,000 132,233 Other Financing Uses--Transfers Out (G.L. 536) 0 XXXX 0 0 0 Other Financing Uses (G.L. 535) 0 XXXX 0 0 0 Excess of Revenues/Other Financing Sources Over/(Under) Expenditures and Other Financing Uses -61,351 200 -34,579 -98,800 -102,886 Beginning Total Fund Balance 419,219 9,141 437,200 167,225 140,043 Ending Total Fund Balance 357,868 9,341 402,621 68,425 37,157 SECTION B; EXCESS LEVIES FOR 2020 COLLECTION Excess levies approved by voters for 2020 collection 751,487 0 0 0 0 Rollback mandated by school district Board of Directors i/ - 0 0 0 0 Net excess levy amount for 2020 collection after rollback 7'+,�,.'_Tdt-+ XXXX 800,000 0 0 -15'1) 49-7 i/ Rollback of levies needs to be certified pursuant to RCW 84.52.020. Please do NOT include such resolution as part of this document. Form F-195 Page 1 of 1 Fund Summary Hood Canal School District No.404 F-195 BUDGET ?un: /23/2019 91 CERTIFICATION As Secretary Lo the Board of Directors of Hood Canal School District School. District No. 404 of Mason County, I do hereby cert.ify LhaL `_he Board Directors, at a public meeting advertised pursuant to RCW 28A.505.050 and held pursuant to RCW 28A.5,)'i.060; (a) established the total appropriation expenditure amount for each fund for the fiscal year; and (b) the budget for each fund represents the budget as adopted by the Board of Directors; and (c ) the Debt Service Fund budget is prepared on the modified accrual basis of accounting and all other funds are prepared on the cash basis of accounting pursuant to RCW 28A.505 (d) the Board of Directors and officers of said school district are fully cognizant of their liability under the provisions of RCW 28A.505.150; and (e) if applicable, pursuant to RCW 28A.150.270 and WAC 392-121-445, the Board of Directors has executed a resolution as part of the budget hearing requesting approval for operating transfers from the General Fund to the Debt Service Fund and/or the Capital Projects Fund; and (f) pursuant to RCW 84.52.020, the Board of Directors determined the amount of new fiscal year excess tax levy requirements needed for the General, 1'ransportation, Capital Projects, and Debt Service Fund budgets. 7W/ 1 :;cretary to the Board of Directors Budget Adoption Date FOR ESD AND OSPI USE ONLY i'he School District budget has been reviewed and the total appropriation expenditure amount in each fund is fixed and approved in accordance with l^J ;'8n.505 for tZriod September 1, 2019 through August 31, 2020. ule-intenden- o- DesignDat-e �-Aavi. -R - ?-3 - I� SPI e. re;en-ative Nate Lock and Print Date: 07/23/2019 Form F-195 Page 1 of 1 C_'crLif:ilcat.ioh', Run: 7/23/2019 9:42:00 AM FY 2019-2020 Hood Canal School District N0.404 BUDGET AND EXCESS LEVY SUMMARY Associated Student Body Debt Service Capital Transportation General Fund Fund Fund Projects Fund Vehicle Fund SECTION A: BUDGET SUMMARY Total Revenues and Other Financing Sources 6,436,646 10,700 796,594 1,086,262 72,211 Total Appropriation (Expenditures) 7,232,694 24,213 809,000 1,815,693 204,711 Other Financing Uses--Transfers Out (G.L. 536) 0 XXXX 0 0 0 Other Financing Uses (G.L. 535) 0 XXXX 0 0 0 Excess of Revenues/Other Financing Sources Over/(Under) Expenditures and Other Financing Uses -796,048 -13,513 -12,406 -729,431 -132,500 Beginning Total Fund Balance 1,636,420 25,[79 1,126,891 729,431 132,500 Ending Total Fund Balance 840,372 11,566 1,114,485 0 0 SECTION B: EXCESS LEVIES FOR 2020 COLLECTION Excess levies approved by voters for 2020 collection 3t',7f 0 0 0 0 Rollback mandated by school district Board of Directors 1/ 0 0 0 0 Net excess levy amount for 2020 collection after rollback .H XXXX 815,000 1,277,330 0 y, 3 � 91.9 l/ Rollback of levies needs to be certified pursuant to RCW 84.52.020. ?lease do NOT include such resolution as part of this document. Form F-195 Page l of 1 Fund Summary Mary M Knight School District No.311 F-195 BUDGET Run: 6/21/2019 11:11:53 M CERTIFICATION As Secretary to the Board of Directors of Mary M Knight School District School District No. 311 of Mason County, I do hereby certify that the Board of Directors, at a public meeting advertised pursuant to RCW 28A.505.050 and held pursuant to RCW 28A.505.060; (a) established the total appropriation expenditure amount for each fund for the fiscal year; and (b) the budget for each fund represents the budget as adopted by the Board of Directors; and (c) the budget is prepared on the modified accrual basis of accounting pursuant to RCW 28A.505.020; or (d) the Board of Directors and officers of said school district are fully cognizant of their liability under the provisions of RCW 28A.505.150; and (e) if applicable, pursuant to RCW 28A.150.270 and WAC 392-121-995, the Board of Directors has executed a resolution as part of the budget hearing requesting approval for operating transfers from the General Fund to the Debt Service Fund and/or the Capital Projects Fund; and (f) pursuant to RCW 84.52.020, the Board of Directors determined the amount of new fiscal year excess tax levy requirements needed for the General, Transportation, Capital Projects, and Debt Service Fund budgets. 49/w- 0444119 Secretary to the Board of Directors Budget Adoption Date FOR ESD AND OSPI USE ONLY The School District budget has been reviewed and the total appropriation expenditure amount in each fund is fixed and approved in accordance with RCW 28A.505 for the period September 1, 2019 through August 31, 2020. Jai ESD Sup rint ent r Des' Date OSPI Representative Date Lock and Print Date: 06/21/2019 Form F-195 Page 1 of 1 Certification Page FY 2019-2020 Run: 6/20/2019 3:17:43 PM Mary N Knight School District No.311 BUDGET AND EXCESS LEVY SUMMARY Associated Student Body Debt Service Capital Transportation General Fund Fund Fund Projects Fund Vehicle Fund SECTION A: BUDGET SUMMARY Total Revenues and Other Financing Sources 21,238,822 29,100 239,600 100 21,943 Total Appropriation (Expenditures) 21,629,337 30,200 246,110 0 115,000 Other Financing Uses--Transfers Out (G.L. 536) 239,000 XXXX 0 0 0 Other Financing Uses (G.L. 535) 0 XXXX 0 0 0 Excess of Revenues/Other Financing Sources Over/(Under) Expenditures and Other Financing Uses -629,515 -1,100 -6,510 100 -93,057 Beginning Total Fund Balance 1,452,500 25,000 14,350 125 100,000 Ending Total Fund Balance 822,985 23,900 7,840 225 6,943 SECTION B: EXCESS LEVIES FOR 2020 COLLECTION Excess levies approved by voters for 2020 collection 505,862 0 0 0 0 Rollback mandated by school district Board of Directors 1/ 66 0 0 0 0 Net excess levy amount for 2020 collection after rollback 43�,.1rs+l� XXXX 0 0 0 1/ Rollback of levies needs to be certified pursuant to RCW 84.52.020. Please do NOT include such resolution as part of this document. Il �ls'1/ q Form F-195 Page 1 of 1 Fund Summary I McCleary School District No.065 F-195 BUDGET CERTIFICATION As Secrot�_Iry the Board of D:re,:L.or.,s of McC](,I-,, Board of Di recto: a'- a public ;chool JiS',-'jCl School DiSL-jcL No. 065 of Grays c m(Ie--4nq advert - _iy.,3 i1a," U _�;(' I pursuant to RCW 28A.505.050 and hold pursuant. �--rt-ily ' hat Lite (a) established the total appropria-ion expendittii, --c RCW �.8A'505.060; . amount for each fund for r.he fiscal year; and (b) the budget for each fund represents the bud(I( , as adopted by the Board of Directors; and (C ) the Debt Service Fund budget is prepared on he modified accrual basis of accounting and all c)thE- funds are prepared on t accounting Pursuant to RCW 28A.505 he of (d) the Board of Directors and officers of said n pool district are fully cognizant of their liability under the provisions of RCW (e) if applicable, pursuant to RCW 28A.150.270 and WAC 392-121-445, the Board of D--'rector has executed a resolution as part of thf hild'p., requesting approval new fiscal year excess and (f) pursuant to RCW 84.52.020, the Board of Dirp(': ors determined the amount of the (!,ipj.tai. Projects Fund; for operating transfers from ' lie General Fund to the Debt Service Fund and/or thc. Gcncic!,h Transportation, Capital Projects, and Debt Service Fund budgets. tax levy requirements needed me - —'L- Secretary t`othll the FOR ESD AND OSPI USE ONLY The School District budget has been reviewed and the total appropriation exPenditurc, amount in each fu ;:8A.50`. for the per' d September 1, 2019 through August 31, 2020. I'd is fixed and approved in '—.-ordanco w--j) }?SD 3 U rintendeni or Designee CI � gat F (I P n tat. -v Date Lock and Print Date: 07/17/2019 Page 1 of 1 Azeuauns ptr1lg _ o T a62d 96T-3 uisod •quawnoop sTu:4 go gzed se uoTinTosaz g0ns apnTouT WIN op aseaTd 'OZO'ZS'" MDd oq Ouensznd palIT42ao aq oq spaau saTnaT 90 xoeglTO-d /T f�p 0 0 000 SES XXXXz,�,s9S xoegTToz saO;e uOT4oaTToo OZOZ 'n3 Ounouie A;RT 99a0x8 3aDl 0 0 0 tF $ Z /T sso_oaziQ go pzeog joTzjsTp Toogos Aq palepuem 3 egTTog 0 0 O 0 000'fl�J� uOTgoaTToo OZOZ zoo sza-4oA Aq panozdde saiaaT ssa0xg kwiloa'PIOD OZOZ 'aOJ SaIAWI SSUDXS :9 PTOIZDRS _ZY'SZ QSZ'£T ZZ9'TLZ SL6'TE b�Z`£8v 9oueTe9 Puna TL-101 6uTpua 006'SL 004'ZZ 000`0$2 Q66`TE OW S69 aou2Teg puna Tegoy 5u-=.T5ag 60'OS- OZL'8- BLE`8- SES 95Z'ZTZ- sasQ 6uToueuTd .zaggo pue s9zn4Tpuadxg (.X9PUa)/z9n0 saoxnos 6uToueuT,I zagso/sanueAax ;o ssaoxa 0 0 O XXXX 6 (S£S 9) sasg SaTaueuT3 zagio p 0 000'8T X3= OOO'ST OES -Z-O) ino saalsue l--sasm 6uToueurg zaq-4o 005'9L OOS'TS OSE`LTS STZ'ST S€6'9ET'S ,saan:jTpu-cTxa uoTpeTzdozddt Te-4oy TZ0`9Z OW Z6 ZL6'9ZS OSL'ST 6L916€6'p seoznos 6uTnu-euTd zagg0 pac sanvaaaa Te-4oy xdT594as 110cm :v xoISoas Puna aToTTlaA puna swaCozd purL3 'Puna pun;d Tezauao uoTOelzodsuezy aoiAzaS 3gacl Apaq .4uapngs pageTooss'f I, IIS AZU SSSDX$ aKV INDME1 990-OK '40T.149TQ Toog05 AzeaTDON Wd 6Z:00:ZT 6TOZ/LT/L :tEn'd OZOZ-6TOZ A3 Pioneer School District No.402 F-195 BUDGET Run: 7/22/2019 CERTIFICATION As Secretary to the Board of Directors of Pioneer School District School District No. 402 of Mason County, I do hereby certify that the Board Directors, at a public meeting advertised pursuant to RCW 28A.505.050 and held pursuant to RCW 28A.505.060; (a) established the total appropriation expenditure amount for each fund for the fiscal year; and (b) the budget for each fund represents the budget as adopted by the Board of Directors; and (c ) the Debt Service Fund budget is prepared on the modified accrual basis of accounting and all other funds are prepared on the cash basis of accounting pursuant to RCW 28A.505 (d) the Board of Directors and officers of said school district are fully cognizant of their liability under the provisions of RCW 28A.505.150; and (e) if applicable, pursuant to RCW 28A.150.270 and WAC 392-121-445, the Board of Directors has executed a resolution as part of the budget hearing requesting approval for operating transfers from the General Fund to the Debt Service Fund and/or the Capital Projects Fund; and (f) pursuant to RCW 84.52.020, the Board of Directors determined the amount of new fiscal year excess tax levy requirements needed for the General, Transportation, Capital Projects, and Debt Service Fund budgets. Secr t ry to the Board of Directors — Ia:5) D 9 Budget Adoption Date FOR ESD AND OSPI USE ONLY The School District budget has been reviewed and the total appropriation expenditure amount in each fund is fixed and approved in accordance with RCW 28A.505 for the riod September 1, 2019 through August 31, 2020. ESD erintendent or Designee Date SPI res ntative Date Lock and Print Date: 07/22/2019 Form F-195 Page 1 of 1 f Certification Page FY 2019-2020 Run; 7/22/2019 12:47:25 PM Pioneer School District No.402 BUDGET AND EXCESS LEVY SUMMARY Associated Student Body Debt Service Capital Transportation General Fund Fund Fund Projects Fund Vehicle Fund SECTION A: BUDGET SUMMARY Total Revenues and Other Financing Sources 3.2,369,527 24,303 1,408,624 O 67,893 Total Appropriation (Expenditures) 13,685,104 24,460 1,427,462 0 0 Other Financing Uses--Transfers Out (G.L. 536) 0 XXXX 0 0 0 Other Financing Uses (G.L. 535) 0 XXXX 0 0 0 Excess of Revenues/other Financing Sources Over/(Under) Expenditures and Other Financing Uses -1,315,577 -157 -18,838 0 67,893 Beginning Total Fund Balance 2,662,616 54,100 448,500 11,736 117,258 Ending Total Fund Balance 1,347,039 53,943 429,662 11,736 185,151 SECTION B: EXCESS LEVIES FOR 2020 COLLECTION Excess levies approved by voters for 2020 collection 2,641,258 0 0 0 0 Rollback mandated by school district Board of Directors 1/ 0 0 0 0 0 Net excess levy amount for 2020 collection after rollbaak 2,641,258 XXXX 1,475,000 -0 0 1, Del I., 1/ Rollback of levies needs to be certified pursuant to RCW 84.52.020. Please do NOT include such resolution as part of this document. Form F-195 Page 1 of I Fund Summary Shelton School District No.309 F-195 BUDGET CERTIFICATION As SecreLary Lo the Board of D'-rectors of Shelton SA)ool DisLricL School DisLr-cL No. 309 of Mason '_onn':y, L do here-)J .er'i Ee ' hal the Board of Di:.ec-:�ors, at a public meeting advertised pursuan•_ zo RCW 28A.505.050 and held pursuant to RCW (a) established the total appropriation expenditure amount for each fund for the fiscal year; and (b) the budget for each fund represents the budger as adopted by the Board of Directors; and (c) the budget is prepared on the modified accrual basis of accounting pursuant to RCW 28A.505.020; or (d) the Board of Directors and officers of said school district are fully cognizant of their liability under the provisions of RCW 28A.505.150; and (e) if applicable, pursuant to RCW 28A.150.270 and WAC 392-121-445, the Board of Directors has executed a resolution as part of the budget hearing requesting approval for operating transfers from the General Fund to the Debt Service Fund and/or the Capital Projects Fund; and (f) pursuant to RCW 84.52.020, the Board of Directors determined the amount of new fiscal year excess tax levy requirements needed for the General, TransportaLiorr, Capital Projects, and Debt Service Fund budgets. 3ecre'a1:y t7 of Directors Rudget Adop*ion Date FOR ESD AND OSPI USE ONLY The School District budget has been reviewed and the total appropriation expenditure amount in each fund is fixed and approved in accordance with RCW 28A.505 for the period September 1, 2019 through August 31, 2020. n, ender,T. or Desiqnee Date - -3 JP,; esentativF Date Lock and Print Date: 07/24/2019 Form F-195 Page 1 of 1 Certification Paye. FY 2019-2020 Run: 7/23/2019 6:59:53 AM Shelton School District No.309 BUDGET AND EXCESS LEVY SUMMARY Associated Student Body Debt Service Capital Transportation General Fund Fund Fund Projects Fund Vehicle Fund SECTION A: BUDGET SUMMARY Total Revenues and Other Financing Sources 66,100,200 677,190 5,902,606 19,567,634 173,979 Total Appropriation (Expenditures) 66,019,682 626,620 5,866,745 26,750,000 183,000 Other Financing Uses--Transfers Out (G.L. 536) 51,657 XXXX 0 0 0 Other Financing Uses (G.L. 535) 0 XXXX 0 0 0 Excess of Revenues/Other Financing Sources Over/(Under) Expenditures and Other Financing Uses 28,861 50,570 35,861 -7,182,366 -9,021 Beginning Total Fund Balance 4,750,000 368,184 2,304,181 7,200,000 180,775 Ending Total Fund Balance 4,778,861 418,754 2,340,042 17,634 171,754 SECTION B: EXCESS LEVIES FOR 2020 COLLECTION Excess levies approved by voters for 2020 collection 7,330,000 0 0 0 0 Rollback mandated by school district Board of Directors l/ 21, _ 0 0 0 0 Net excess levy amount for 2020 collection after rollback 4—, T4 13 XXXX 6,100,000 0 0 ,,3 30,ooD l/ Rollback of levies needs to be certified pursuant to RCW 84.52.020. Please do NOT include such resolution as part of this document. Form F-195 Page 1 of 1 Fund Summary Southside School District No.042 F-195 BUDGET \Board CERTIFICATION As Secretary to the Board of Directors Of Southside School District School District No. 042 of Mason County, I do hereby certify Lhat Directors, at a public meeting advertised pursuant to RCW 28A.505.050 and held pursuant to RCW 28A.505.060; (a) established the total appropriation expenditure amount for each fund for the fiscal year; and (b) the budget for each fund represents the budget as adopted by the Board of Directors; and (c) the budget is prepared on the modified accrual basis of accounting pursuant to RCW 28A.505.020; or (d) the Board of Directors and officers of said school district are fully cognizant of their liability under the provisions of RCW 28A.505.150; and (e) if applicable, pursuant to RCW 28A.150.270 and WAC 392-121-445, the Board of Directors has executed a resolution as part of the budget hearing requesting approval for operating transfers from the General Fund to the Debt Service Fund and/or the Capital Projects Fund; and (f) pursuant to RCW 84.52.020, the Board of Directors determined the amount of new fiscal year excess tax levy requirements needed for the General, Transportation, Capital Projects, and Debt Service Fund budgets. '-�5 -7//(R Secretary to the Board of Directors Budge Adopt'on Date FOR ESD AND OSPI USE ONLY The School District budget has been reviewed and the total appropriation expenditure amount in each fund is fixed and approved in accordance with RCW 28A.505 for t e period September 1, 2019 through August 31, 2020. NSD perintendent or Desig e Date OSP R ,, entad Date Lock and Print Date: 07/17/2019 Form F-195 Page 1 of 1 Certification Page FY 2019-2020 Run: 7/15/2019 1:07:53 PM Southside School District No.042 BUDGET AND EXCESS LEVY SUMK&RY Associated Student Body Debt Service Capital Transportation General Fund Fund Fund Projects Fund Vehicle Fund SECTION A: BUDGET SUl07ARY Total Revenues and Other Financing Sources 3,185,833 19,000 280,329 264,129 14,382 Total Appropriation (Expenditures) 3,383,737 19,000 292,400 192,000 14,255 Other Financing Uses--Transfers Out (G.L. 536) 200,000 XXXX 0 0 0 Other Financing Uses (G.L. 535) 0 XXXX 0 0 0 Excess of Revenues/Other Financing Sources Over/(Under) Expenditures and Other Financing Uses -397,904 0 -12,071 72,129 127 Beginning Total Fund Balance 722,546 10,000 156,780 56,500 14,759 Ending Total Fund Balance 324,642 10,000 144,709 128,629 14,886 SECTION B: EXCESS LEVIES FOR 2020 COLLECTION Excess levies approved by voters for 2020 collection 585,383 0 0 0 0 Rollback mandated by school district Board '"��,ee of Directors 1/ gj,esr., 0 0 0 0 Net excess levy amount for 2020 collection after rollback 54.3.,%or -' XXXX 285,000 112,681 0 SS�,3g3 1/ Rollback of levies needs to be certified pursuant to RCW 84.52.020. Please do NOT include such resolution as part of this document. FL4, ltl,l" Form F-195 Page 1 of 1 Fund Summary cc:CMMRS Neatherlin,Shutty&Trask Clerk oil11 --A—Wirm z............. November 19,2019 Mason County Auditor Attention: Financial Services PO Box 400 Shelton, WA 98584 Please accept the following budget presented for the budget year 2020. Per RCW, the North-Mason Regional Fire Authority(NMRFA)approved their budget at an advertised public meeting. The budget was approved by a quorum of our elected commissioners. Date of public meeting: November 19, 2019 Authority resolution number: 19-03 The following budgets for the NMRFA funds were approved at the above stated public meeting and will be in effect for the budget year 2019: FUND NUNIBER 2020 REVENUE 2020 EXPENDITURES BARS 389.00.00.0000 BARS 589.00.00.0000 NMRFA Expense $7,877,550 $7,877,550 665.010010.000.000 Approved and signed below by North Mason Regional Fire Authority Commissioners: C mmissi n r Ke McIntosh Commissioner Brook . iglzy / ✓6-'� Commissioner Robert Miller Commissioner Daniel Kewish Commis loner Paul Severson District Secretary Beau Bakken NMRFA 2020 Budget Letter NOV 25 2019 P.O. Box 277 Belfair, WA 98528 Phone: (360) 275-6711 Fax: (360) 275-6224 Email: mail®northmasonrfa.com Mason County Cammissioners LEVY CERTIFICATION The STATE OF WASHINGTON ) COUNTY OF MASON ) In accordance with RCW 84.52.020, I, Beau BAkken, District Secretary, for the North Mason Regional Fire Authority, do hereby certify to the Mason County legislative authority that the Commissioners of said Fire Authority requests that the following levy amounts be collected in 2020 as provided in the Fire Authority's budget,which was adopted following a public hearing held on November 19'h,2019: REGULAR LEVY: $2,410,853.25 EMERGENCY MEDICAL SERVICES: $833,068.44 REFUND LEVY: $11,543.84 Given under my hand and the official seal of said Fire Authority this 19'h day of November 2019. �1 - 19 - holy District Secretary Date NMRFA 2020 Certification NORTH MASON REGIONAL FIRE AUTHORITY RESOLUTION NO. 19-03 ADOPTION OF THE 2020 BUDGET FOR THE NORTH MASON REGIONAL FIRE AUTHORITY BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE NORTH MASON REGIONAL FIRE AUTHORITY (NMRFA) AS FOLLOWS: 1. That the County Assessor has notified the Fire Authority that the assessed valuation of real properties lying within the boundaries of said Authority for the calendar year 2020 is $1,861,219,097, EMS is$1,907,491,118 and new construction is$15,976,894. 2. That the Honorable Board of County Commissioners of Mason County be and is hereby requested to make the following levies for 2020 for said Authority as follows: A. CURRENT EXPENSE FUND: 1. Regular Levy $2,410,853.25 2. EMS Levy $833,068.44 3. Refund Levy $11,543.84 3. That the County Treasurer of Mason County be and is hereby authorized and directed to deposit and sequester the monies received from the collection of the tax levies specified in Section 2 above. 4. That the summary budgets listed below be and hereby is adopted as the budget of the North Mason Regional Fire Authority for the calendar year 2020. FUND NUMBER 2020 REVENUE 2020 EXPENDITURES BARS 389.00.00.0000 BARS 589.00.00.0000 NMRFA Expense $7,877,550.00 $7,877,550.00 665.010010.000.000 5. That one copy of this resolution shall be delivered to each of the following: a. Board of County Commissioners b.County Assessor's Office c. County Auditor's Office—Attn: Financial Services hj t X- A�e� 41t, n C mm' s ner a eyMcIntosh Commissioner Brooke e ' 1 g�ti Commissioner Robert Miller C mmissioner Dan Kewish c Commissioner Paul Severson District Secretary Beau Bakken NMRFA Resolution: 19-03 Page Iof 1 cc: CMMRS Neatherlin, Shutty&Trask Clerk North Mason School District 71 E. Campus Drive, Belfair, WA 98528 (360)277-2300 (360)277-2326 FAX November 25, 2019 RECEIVED Director of Administrative Services NOV 2 5) 2019 Kitsap County Administration 614 Division Street MS-7 Mason County Port Orchard, WA 98366 Commissioners Subject: Certification of Excess Tax Levies for 2020 Dear Board of County Commissioners: Attached you will find the verification of Excess Tax Levies for 2020 collection pursuant to RCW 84.52.020, as determined by the North Mason School District Board of Directors. The Office of Superintendent of Public Instruction has computed the 2020 Educational Program and Operations (EP&O) Levy Limitation by district. If you have any questions, please let me know. Regards, Ashley Supry Executive Director of Finance & Operations (360) 277-2107 L)epartment of (@ Revenue WoshrnQton State Levy Certification Submit this document to the county legislative authority on or before November 30 of the year preceding the year in which the levy amounts are to be collected and forward a copy to the assessor. In accordance with RCW 84.52.020, I, S tName! E,P,t u.Vy�D�.ck-jJu(of S-ywU4 nd tOr ftC/,(N 11AKsm -<C1iQd PiAnddo hereby certify to (fide) 0,eVrA\(xv5 iDistrictName) the a(-,r ir\ County legislative authority that the (Name of Count) 1 Commissioners.Council.Board.etc.) of said district requests that the following levy amounts be collected in ?oa-I() as provided in the district's 4Year of Collection) budget,which was adopted following a public hearing held on PI Date of Puh tc Hearine) Regular Levy: I �jr Ste' 1330 (State the total dollar amount to be le%ied) Excess Levy: (State the total dollar amount to be Ic%ied) Refund Le,`: IH; ►S� ,g3 �1tS�6 G7 (state the total dollar amount to he le%ied) Total Levy: �ql ��g�`"I loci, (Ctatc the total dollar amount to be,lc%ird) Signature: Date: �S To ask about the a%ailability of this publication in an alternate format for the visually impaired,please call(360)705-6715. Teletype(TTY)users,please call 1360►705-6718. For tar assistance,call(360)534-1400. REV 610100e(w)12121112) FY 2019-2020 Run: 8/9/2019 1:02:26 PM North Mason School District No.403 BUDGET AND EXCESS LEVY SUMMARY Associated Student Body Debt Service Capital Transportation General Fund Fund Fund Projects Fund Vehicle Fund SECTION A: BUDGET SUMMARY Total Revenues and Other Financing Sources 35,562,568 371,275 2,665,957 1,020,000 131,064 Total Appropriation (Expenditures) 34,506,198 380,577 3,314,558 3,400,000 195,000 Other Financing Uses--Transfers Out (G.L. 536) 434,000 XXXX 1,000,000 0 0 Other Financing Uses (G.L. 535) 0 XXXX 0 0 0 Excess of Revenues/Other Financing Sources Over/(Under) Expenditures and Other Financing Uses 622,370 -9,302 -1,648,601 -2,380,000 -63,936 Beginning Total Fund Balance 2,200,000 289,971 2,600,000 2,500,000 177,336 Ending Total Fund Balance 2,822,370 280,669 951,399 120,000 113,400 SECTION B: EXCESS LEVIES FOR 2020 COLLECTION Excess levies approved by voters for 2020 collection 4,654,330 0 0 0 0 Rollback mandated by school district Board of Directors 1/ 0 0 0 0 0 Net excess levy amount for 2020 collection after rollback 4,654,330 XXXX 2,100,000 0 0 l/ Rollback of levies needs to be certified pursuant to RCW 84.52.020. Please do NOT include such resolution as part of this document. Form F-195 Page 1 of 1 Fund Summary cc:CMMRS Neatherlin,Shutty&Trask Clerk Department of Revenue PC Levy Certification Washington State Submit this document to the county legislative authority on or before November 30 of the year preceding the year in which the levy amounts are to be collected and forward a copy to the assessor. In accordance with RCW 84.52.020, I, L G K"10er (Name) t �1ef board Ste_ for MaL5oyi Fi-.e Di6,L;-�T do hereby certify to (Title) (District Name) 22 the mmsa , County legislative authority that the rVO (Name of County) (Commissioners,Council,Board,etc.) of said district requests that the following levy amounts be collected in 2620 as provided in the district's (Year of Collection) budget, which was adopted following a public hearing held on 11-,z6- 1q : (Date of Public Hearing) Regular Levy: (State the total dollar amount to be levied) R E I d E Excess Levy: * I GOA o73 NOV 212019 (State the total dollar amount to be levied) ¢ Mason County Refund Levy: Cnmmissioners (State the total dollar amount to be levied) Total Levy: �gt-} q 35, (State the total dollar amount to be levied) Signature: �, f o � Date: A16VewLher Zo, 2o)j To ask about the availability of this publication in an alternate format for the visually impaired,please call(360)705-6715. Teletype(TTY)users,please call(360)705-6718. For tax assistance,call(360)534-1400. REV 64 0100e(w)(22/21/12) cc:CMMRS Neatherlin,Shutty&Trask Clerk Revenue s..:_ Levy Certification Submit this document to the county legislative authority on or before November 30 of the year preceding the year in which the levy amounts are to be collected and forward a copy to the assessor. In accordance with RC W 84.52.020, 1. Sharon Hankinson (,Name) Clerk , for Mason County Cemetery Dist. #1 do hereby certify to (Title) (District Name) the Mason County legislative authority that the Commissioners (Name of County) (Commissioners.Council,Board.etc.) of said district requests that the following levy amounts be collected in 2020 as provided in the district's (Year of Collection budget,which was adopted following a public hearing held on 11/18/2019 (Date of Public Hearing) Regular Levy: $23,534.01 RECEIVED (State the total dollar amount to be levied) NOV 21 2019 Excess Levy: Mason County (State the total dollar amount to be levied) CnmmiSSionerS Refund Levy: (State the total dollar amount to be levied) Total Levy: $23,534.01 (S to the total dollar amu nt to be I vied) Signature: <2 - Date: To ask about the availability of this publication in an alternate format for the visually impaired,please call(360)705-6715. Teletype(TTY)users,please call(360)705-6718. For tar assistance,call(360)534-1400. REV 6a 0100c(cal 1.:21!12) cc:CMMRS Neatherlin, Shutty&Trask Clerk PORT OF DEWATTO RESOLUTION 10-2019 ADOPTION OF THE 2020 BUDGET FOR THE PORT OF DEWATTO BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE PORT OF DEWATTO AS FOLLOWS: 1. That the summary budget listed below be and hereby is adopted as the budget of the Port of Dewatto for the calendar year 2020. FUND NUMBER 2019 REVENUE: 2019 EXPENDITURES: PORT OF DEWATTO $102,000 $102,000 670.010010.000.000 2. That one copy of this resolution shall be delivered to each of the following: a. Board of County Commissioners RE Li ' b. County Assessor's Office c. County Auditor's Office—Attn: Financial Services NOV 212010 Mason County Cnmmissioners i Commissioner Richard T. Edwards, District #1/ Date /4,�_ mmiss' Raymond Mow, District#2/Date r } e Com issioner David Haugen, District#3/ Date .x -1Q'0!QS 00C'fi() i TMOU4 MAY, I-II`SIC: t"It" 1-NOCIA •,:; l ' -1W {��A�£� 3NCA 4r=; WIC I0 T90q 1 {i V) ? z *i, 01T yq 133V1Q;?IR r; 3$ " c lT#1fTIf}d i�X tai(lS �iE11R�v=' `TOS 19,38MUM OtAiul - ..... _ .. ..........,„......,r..:k v.�a....:•....w.., ., ... ..-,nt,.,„.,•,..+..d..'. r �"'f3 ,' rY.ai.�._..«..�..... $;�q,!:i 1 �.�'; ` •o"357�� !2�J'3P�e�'�7 .�.,b'i!5s���1°f9'ft!3�2zi:ri ` ,`1 cc:CMMRS Neatherlin,Shutty&Trask Clerk i Date: 11/19/2019 From: Board of Commissioners Mason County Fire Protection District No. 11 PO Box 743 R E L. E Shelton, WA 98584 NOV 212019 To: Mason County Auditor Attention: Financial Services Mason County PO Box 400 Commissioners Shelton, WA 98584 Please accept the following budget(s)presented for budget year 2020. The district approved their budget(s) at an advertised public meeting. The budget was approved by a quorum of our elected/appointed commissioners. Date of public meeting and budget approval: 11/19/2019 District resolution number: 19-04 The following budgets for Mason County Fire Protection District No. 11 funds were approved at the above state public meeting and will be in effect for budget year 2019: 2020 REVENUE: 2020 EXPENDITURES: FUND NUMBER: BARS 389.00.00.000 BARS 589.00.00.000 Fire District#11—Expense 665-006-010 $459,639.35 $459,639.35 Fire District#11 - Reserve 665-006-020 $0.00 $0.00 Fire District#11 - EMS 665-006-040 $117,566.26 $117,566.26 Fire District#11 -Bond 665-006-010 $0.00 $0.00 Appr and signed below by Mason County Fire Protection District No. 11 Commissioners: Dan Ward Pos. 1 Z� David Brotche Pos. 2 .J(q At!)j/(' Kelly Frazier Pos. 3 MASON COUNTY FIRE DISTRICT NO. 11 RESOLUTION NO. 19-04 BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF MASON COUNTY FIRE DISTRICT NO. 11 AS FOLLOWS: 1. That the County Assessor has notified the Commissioners of Mason County Fire District No. 11 that the assessed valuation of real properties lying within the boundaries of said District for the calendar year 2020 is $198.679.356, EMS assessed valuation for EMS levy only is $ 200,224,506. 2. That the attached hereto Exhibit"A" (by this reference made a part of this resolution) be and hereby is adopted as the budget of Mason County Fire District No. 11 for calendar year 2020. 3. That the Honorable Board of County Commissioners of Mason County,Washington, be and are hereby requested to make a levy for (Year) 2020 for said Mason County Fire District No. 11 of$ 361.605.61. 4. That the County Treasurer of Mason County, Washington, be and is hereby authorized and directed to deposit and sequester the monies received from the collection of the tax levy specified in Section 3 above in the amounts and funds specified below: A. $ 269,039.35 into the Expense Fund of said District B. $ 0.00 into the Reserve Fund of said District C. $ 0.00 to be used for the sole purpose of paying the interest and principal of said District's General Obligation Bonds heretofore authorized and now outstanding.This levy to be without limitation as to rate or amount, and sufficient to pay the principal of and interest on said bonds as the same shall become due. D. $ 92.566.26 into the EMS Fund of said District. E. $ 0 Expense Fund Refund Levy F. $ 0 EMS Fund Refund Levy S. That one copy of this resolution together with Exhibit "A" be delivered to each of the following: Board of County Commissioners,Assessor, Treasurer and Auditor of Mason County, Washington. Adopted at a meeting of the Board of Commissioners, Mason County Fire District No. 11 this, 19th day of November, 2019. David Brotche; Chairperson Kelly Frazier;(Commissiondr Dan Ward; Commissioner ATTEST: -� "4 , � A B andon Se s, District Secretary EXIBT"A" CERTIFICATION DEPARTMENT OF REVENUE STATE OF WASHINGTON COUNTY OF MASON In accordance with RCW 84.52.020, I, David Brotche, Commissioner Chair, for Mason County Fire Protection District No. 11, do hereby certify to the Mason County legislative authority that the Commissioners of said district requests that the following levy amounts be collected in 2020 as provided in the district's budget, which was adopted following a public hearing held on the 19th day of November, 2019. Regular Levy $ 269.039.35 Emergency Medical Services Levy $ 92.566.26 Regular Refund Levy $ 0.00 Emergency Med.Serv. Refund Levy $ 0.00 Total Taxes Required $ 361.605.61 Given under my hand and the official seal of said district on this 19th day of November, 2019. ' n David Brotche, Commissioner Chair ATTEST: �A r Brandon Searles, District Secretary CDepartment of evenue Ordinance / Resolution No. 19-05 rmgton state RC`V 84.55.120 WHEREAS, the Board of Commissioners of Mason County Fire has met and considered Protection District# 11 (Governing body of the taxing district) (Name of the taxing district) its budget for the calendar year 2020 ; and, WHEREAS, the districts actual levy amount from the previous year was $ 259,344.15 ; and, (Previous year's levy amount) WHEREAS, the population of this district is ❑ more than or ® less than 10,000; and now, therefore, (Check one) BE IT RESOLVED by the governing body of the taxing district that an increase in the regular property tax levy is hereby authorized for the levy to be collected in the 2020 tax year. (Year of collection) The dollar amount of the increase over the actual levy amount from the previous year shall be$ 2,593.44 which is a percentage increase of 1 % from the previous year. This increase is exclusive of (Percentage increase) additional revenue resulting from new construction, improvements to property,newly constructed wind turbines, any increase in the value of state assessed property, any annexations that have occurred and refunds made. Adopted this 19 day of November 2019 If additional signatures are necessary,please attach additional page. This form or its equivalent must be submitted to your county assessor prior to their calculation of the property tax levies. A certified budget/levy request, separate from this form is to be filed with the County Legislative Authority no later than November 30'. As required by RCW 84.52.020,that filing certifies the total amount to be levied by the regular property tax levy. The Department of Revenue provides the"Levy Certification"form(REV 64 0100) for this purpose. The form can be found at: htty:Hdor.wa.eov/docs/forms/PropTx/Forrns/LeyyCertf.doc. For tax assistance,visit b=://dor.wa.gov/content/taxes/property/default.aspx or call(360)570-5900. To inquire about the availability of this document in an alternate format for the visually impaired,please call(360)705-6715. Teletype(TTY) users may call 1-800451-7985. REV 64 0101e(w)(11/15/07) rt Department of eve n u e Ordinance / Resolution No. 19-06 Nasr, state RCW 84.55.120 WHEREAS, the Board of Commissioners of Mason County Fire has met and considered Protection District# 11 (Governing body of the taxing district) (Name of the taxing district) its budget for the calendar year 2020 ; and, WHEREAS, the districts actual levy amount from the previous year was $ 89,241.71 ; and, (Previous year's levy amount) WHEREAS, the population of this district is ❑ more than or ® less than 10,000; and now,therefore, (Check one) BE IT RESOLVED by the governing body of the taxing district that an increase in the regular property tax levy is hereby authorized for the levy to be collected in the 2020 tax year. (Year of collection) The dollar amount of the increase over the actual levy amount from the previous year shall be$ 892.42 which is a percentage increase of 1 % from the previous year. This increase is exclusive of (Percentage increase) additional revenue resulting from new construction, improvements to property, newly constructed wind turbines, any increase in the value of state assessed property,any annexations that have occurred and refunds made. Adopt 19 day of November 2019 . If additional signatures are necessary,please attach additional page. This form or its equivalent must be submitted to your county assessor prior to their calculation of the property tax levies. A certified budget/levy request, separate from this form is to be filed with the County Legislative Authority no later than November 30'. As required by RCW 84.52.020,that filing certifies the total amount to be levied by the regular property tax levy. The Department of Revenue provides the"Levy Certification"form(REV 64 0100) for this purpose. The form can be found at: http://dor.wa.gov/docs/forms/PropTx/Forrns/LevyCertf.doc. For tax assistance,visit http://dor.wa.gov/content/taxes/prroperty/default.aspx or call(360)570-5900. To inquire about the availability of this document in an alternate format for the visually impaired,please call(360)705-6715. Teletype(TTY) users may call 1-800451-7985. REV 64 0101e(w)(11/15/07) cc:CMMRS Neatherlin,Shutty&Trask -- Clerk Department of Revenue PC Levy Certification Washtr,gtor State Submit this document to the county legislative authority on or before November 30 of the year preceding the year in which the levy amounts are to be collected and forward a copy to the assessor. In accordance with RC W 84.52.020, 1, a/! iu t c/ R c✓?"v-/L (Name) Zi^ e/2 S fur /hGF/> -?*/e , do hereby certify to (Title) (District Name) the sn tl County legislative authority that the 4L WA ' S31'011f- (Name ofCount%) (Commissioners,Council,Board,etc.) of said district requests that the following levy amounts be collected in a U a O as provided in the district's (Year of Collection) budget, which was adopted following a public hearing held on / ������� (Date of Public Hearing) Regular Levy: NOV 212019 �/�/ /3 6 , U (State the total dollar amount to be levied) Mason County G Cnrnrnissioners Excess Levy: 7G 3// , 4�— (State the total dollar amount to be levied) RECIl iVME") R4€ttnd-6evy �6 S—O S e. .2-- /�B� (State the total dollar amount to be levied) Total Levy: J —k3 9S—�, 7?/ (State the total dollar amount to be levied) Signature: ti Date: /l-gyp p To ask about the availability of this publication in an alternate format for the visually impaired,please call(360)705-6715. Teletype(TTY)users,please call(360)705-6718. For tax assistance,call(360)534-1400. REV 64 0100e(w)(2/21!12) Department of Revenue . 'Ncshrrgtcn Stct Ordinance / Resolution No. RCW 84.55.120 WHEREAS, the COM rYl I S61 eoer; of /n C Fy /Pj has met and considered (Governing body of the taxing district) (Name of the taxing district) its budget for the calendar year �,?yo ; and, WHEREAS, the districts actual levy amount from the previous year was $ )3a 6/9 i ; and, (Previous year's levy amount) WHEREAS,the population of this district is ❑ more than or R] less than 10,000; and now, therefore, (Check one) BE IT RESOLVED by the governing body of the taxing district that an increase in the regular property tax levy is hereby authorized for the levy to be collected in the 24,20 tax year. (Year of collection) The dollar amount of the increase over the actual levy amount from the previous year shall be$ /%Q S/�, 7J/L� which is a percentage increase of f�� 6 % from the previous year. This increase is exclusive of (Percentage increase) additional revenue resulting from new construction, improvements to property,newly constructed wind turbines, solar,biomass, and geothermal facilities, and any increase in the value of state assessed property,any annexations that have occurred and refunds made. EC. EIVED J'ti' 1 n Adopted this � day of �/ 6�e?m �'„ /9 . � 1 c� 11-,M/ASS ES If additional signatures are necessary, please attach additional page. This form or its equivalent must be submitted to your county assessor prior to their calculation of the property tax levies. A certified budget/levy request, separate from this form is to be filed with the County Legislative Authority no later than November 30t1i. As required by RCW 84.52.020,that filing certifies the total amount to be levied by the regular property tax levy. The Department of Revenue provides the"Levy Certification" form(REV 64 0100) for this purpose. The form can be found at: http://dor.wa.gov/docs/forms/PropTx/Forms/LevyCertf.doc. To ask about the availability of this publication in an alternate format, please call 1-800-647-7706.Teletype(TTY)users may use the Washington Relay Service by calling 711. For tax assistance,call(360)534-1400. REV 64 0101e(w)(12 9,14) Revenue W aslhrrgron Scc:[ Ordinance / Resolution No. jy - y Q RCW 84.55.120 WHEREAS, the �Q✓1'11'11 15 SiU n� of has met and considered (Governing body of the taring district) Game of the taxing district) its budget for the calendar year U ; and, WHEREAS, the districts actual levy amount from the previous year was $ 5—yi 6 .7 3 ; and, (Pre%ious year's levy amount) WHEREAS, the population of this district is ❑ more than or ®less than 10,000; and now, therefore, (Check one) BE IT RESOLVED by the governing body of the taxing district that an increase in the regular property tax levy is hereby authorized for the levy to be collected in the O D tax year. (Year of collection) The dollar amount of the increase over the actual levy amount from the previous year shall be $ which is a percentage increase of /`. % from the previous year. This increase is exclusive of (Percentage increase) additional revenue resulting from new construction, improvements to property,newly constructed wind turbines, solar,biomass,and geothermal facilities,and any increase in the value of state assessed property, any annexations that have occurred and refunds made. RECEIVED Adopted this ;7,0 day of L 42'p,� 1-e If additional signatures are necessary, please attach additional page. This form or its equivalent must be submitted to your county assessor prior to their calculation of the property tax levies. A certified budget/levy request,separate from this form is to be filed with the County Legislative Authority no later than November 30`l'. As required by RCW 84.52.020, that filing certifies the total amount to be levied by the regular property tax levy.The Department of Revenue provides the"Levy Certification" form(REV 64 0100) for this purpose. The form can be found at: http://dor.wa.gov/docs/forms/Prot)Tx/Forins/LevvCertf.doc. To ask about the availability of this publication in an alternate format,please call 1-800-647-7706.Teletype(TTY)users may use the Washington Relay Service by calling 7 t 1.For tax assistance,call(360)534-1400. REV 64 0101e(w)112.9 131 cc:CMMRS Neatherlin,Shutty&Trask , Clerk FIRE DISTRICT Year Page CERTIFICATION RECEIVED NOV 2 0 2019 STATE OF WASHINGTON ) Mason County COUNTY OF a-S M Commissioners Secretary of CVI County Fu Protection District No. do hereby certify that the following is a true and correct copy of th .budget for the year_,,�f_Q'bQ)L adopted by the fireFornmissioncrs of said district and appearing in the minutes c a mewing held on the day of f�UP.Ut/l�°✓ : 44fdQ1 Irequesting the board c commissioners of County to levy taxes as follows: A. CURRENT EXPENSE FUND: (1) REGULAR LEVY $ o`?SG, a 0, C11(J (2) EMERGENCY MEDICAL SERVICES $ (3) EXCESS LEVY $ B. RESERVE FUND $ C. REGISTERED WARRANT FUND $ D. G. O. BOND FUND $ ,� E. -OTHER $ 2=4i2 331 13 P.oA-1 25 F. TOTAL TAXES REQUIRED $ 3 LI S , 3 3,�, ?3. z!-G� Given under my hand and the official seal of said district on this day,of AC AA Districr Secrc=y .�:. pw t.'rt7tJcs` r,'2aluy r-� � Department of Revenue Ordinance / Resolution No. a G S Washington Stcce RCS`' 84.55.120 W-HEREAS, the &wd oj' E;rp &MMIM41915 of IMQSCVI fAxvd irP t*13 has met and considered (Goveming body of the taxing district) (Name of the taring district) its budget for the calendar year and, WHEREAS. the districts actual levy amount from the previous year was S1 o)J7 ; and, (Previous year's levy amount) WHEREAS, the population of this district is ❑ more than or I Vess than 10,000; and now, therefore, (Check one) BE IT RESOLVED by the governing body of the taxing district that an increase in the regular property tax levy is hereby authorized for the levy to be collected in the dadc�- tax year. (Year of collection) The dollar amount of the increase over the actual levy amount from the previous year shall be S -3,2 . 138 which is a percentage increase of _% from the previous year. This increase is exclusive of (Percentage increase) additional revenue resulting from new construction,improvements to property, newly constructed wind turbines, solar,biomass, and geothermal facilities, and any increase in the value of state assessed property, any annexations that have occurred and refunds made. Adopted this day of If additional signatures are necessary, please attach additional page. This form or its equivalent must be submitted to your county assessor prior to their calculation of the property tax levies. A certified budget;'levy request, separate from this form is to be filed with the County Legislative Authority no later than November 30`1'. As required by RCVS' 84. 2.020, that filing certifies the total amount to be levied by the regular property tax levy. The Department of Revenue provides the"Levy Certification" form(REV 64 0100) for this purpose. The form can be found at: http•- dor wa zov%docsi'fonns PropTx/Forms;LevvCertf.doc. To ask about the availability of this publication in an alternate format. please call 1-800-647-7706. Teletype(TTY)users may use the Washington Relay Service by calling 711. For tax assistance,call (360)334-1400. REQ'640101e(w)(129 14) Department of Revenue OF11 Ordinance / Resolution No. Woshington Rote RCVW'84.5 .120 WHEREAS, the 13oa�4F�rkw„z�;rua,rsof YYIo-I OA l'a����,F,re has met and considered (Governing body of the taxing district) Game of the tafing districts its budget for the calendar year eX00; and, `7 WHEREAS.the districts actual levy amount from the previous year was $ and, (Pr ious year's levy amount) WHEREAS,the population of this district is ❑ more than or less than 10,000; and now, therefore, (Check one) BE IT RESOLVED by the governing body of the taxing district that an increase in the regular property tax levy is hereby authorized for the levy to be collected in the 900W tax year. (Year of collection) The dollar amount of the increase over the actual levy amount from the previous year shall be$ F�-� (O -7 which is a percentage increase of �_% from the previous year. This increase is exclusive of (Percentage increase) additional revenue resulting from new construction,improvements to property,newly constructed wind turbines, solar,biomass, and geothermal facilities, and any increase in the value of state assessed property,any annexations that have occurred and refunds made. Adopted this day of NoUeML � If additional signatures are necessary, please attach additional page. This form or its equivalent must be submitted to your county assessor prior to their calculation of the property tax levies.A certified budget/levy request, separate from this form is to be filed with the County Legislative Authority no later than November 30'. As required by RCW 84.52.020,that filing certifies the total amount to be levied by the regular property tax levy.The Department of Revenue provides the"Levy Certification"form(REV 64 0100) for this purpose. The form can be found at: http://dor.wa.gov/docs/fonns/PropTx/Forms/LevvCertf-doc. To ask about the availability of this publication in an alternate format,please call 1-800-647-7706.Teletype(TTY)users may use the Washington Relay Service by calling 711.For tax assistance,call(360)534-1400. REV 64 010le(w)(12.9 14) Date: L I - )q — `q From: Mason County Fire District #13 To: Mason County Auditor Attention: Financial Services P O Box 400 Shelton, WA 98584 Please accept the following budget(s) presented for budget year 2020. Per RCW, the district approved their budget(s) at an advertised public meeting. The budget was approved by a quorum of our elected/appointed commissioners. date of public meeting and budget approval: k I - 14- 19 P � u � rn district resolution number: Alwew ►b I''`4Q t ' ' 9 V'aC � y The following budget(s) for Fire District#13 fund were approved at the above stated public meeting and will be in effect for budget year 2020: FUND NUMBER: 2020 REVENUE: 2020 EXPENDITURES: 665.013010.000.000 $ -�n' 3 1 q 50, 00 $ 3(53 y 5G , 00 665.013020.000.000 $ 5 `7 QO.00 $ 5 7 - G 665.013030.000.000 665.013040.000.000 $ 6(�0 Jr q SO $ /b2 950 665.013060.000.000 $ $ A�eddigned below-w y Fire District#13 Commissioners: Please print names and district position next to signatures. Return to Mason County Financial Services at the above address when approved and signed. Please return form no later than November 29, 2019. If you have a separate document that was signed at the public budget meeting where your budget was formally adopted, you may use that as your signatures. Please attach that document in lieu of gathering new signatures for this form. However, the budget amounts still need to be filled in on this document. EMS Budget for 2020 Income 2020 308.00.00.0000 Budget Beginning Fund Balance $24,000.00 310.00.00.0000 Taxes 311.10.00.0000 Real & Personal Property Taxes $95,000.00 311.10.01.0000 Comp, Reforest, Open Space $500.00 317.20.00.0000 Leasehold Excise Tax $200.00 317.20.01.0000 Leasehold Excise Tax Interest $200.00 317.40.00.0000 Forest/Timber Excise Tax $25,000.00 310 TOTAL TAXES $120,900.00 330.00.00.0000 Intergovernmental Revenue 334.04.91.0000 Dept of Health/EMS & Trauma $1,500.00 330 TOTAL INTERGOVERNMENTAL REVENUE $1,500.00 342.50.00.0000 Emergency Service Fees $750.00 340 TOTAL CHARGES FOR GOODS AND SERVICES $750.00 360.00.00.0000 Miscellaneous Revenues 361.11.00.0000 Investment Interest (Investment Held) $2,300.00 362.40.00.0000 Short Term-Hall Rentals $500.00 367.00.00.0000 Contributions/Donations-Private Source $1,500.00 367.11.00.0000 Gifts, Pledges, Grants Private Sources $500.00 360 TOTAL MISCELLANEOUS REVENUES $4,800.00 390.00.00.0000 Other Financing Sources 395.20.00.0000 Inc. Premiums & Recoveries - Capital Assets $1,500.00 397.00.00.0000 Operating Transfers-In $10,000.00 398.00.00.0000 Ins. Premiums & Recoveries - Non-Capital Assets $1,500.00 390 TOTAL OTHER FINANCING SOURCES $13,000.00 DEPT TOTAL FIRE DIST #13 EMS $164,950.00 Page 1 Expense Budget for 2020 Income 2020 308.00.00.000o Budget Beginning Fund Balance $10,000.00 310.00.00.0000 Taxes 311.10.00.0000 Real & Personal Property Taxes $260,000.00 311.10.01.0000 Comp, Reforest, Open Space $500.00 317.20.01.0000 Leasehold Excise Tax Interest $150.00 317.40.00.000O Forest Excise Tax $350.00 310 TOTAL TAXES $261,000.00 330.00.00.0000 Intergovernmental Revenue 331.00.97.0040 FEMA Grant $0.00 333.83.58.0000 FEMA Cost Sharing $0.00 33o TOTAL INTERGOVERNMENTAL REVENUE $0.00 342.21.00.0000 Fire Protection Services $0.00 340 TOTAL CHARGES FOR GOODS AND SERVICES $0.00 360.00.00.0000 Miscellaneous Revenues 361.10.00.0000 Investment Interest $1,500.00 362.00.00.000o Rents, Leases % Concessions-External On $100.00 362.20.00.0000 Maintenance Truck Agreement $0.00 362.40.00.0000 Short Term-Hall Rentals $500.00 367.00.00.0000 Contributions/Donations-Private Source $1,000.00 367.10.00.0000 Firefighter Training Reimbursement $2,500.00 367.11.00.0000 Gifts, Pledges, Grants Private Sources $3,000.00 369.10.00.0000 Misc. Rev. / Sale of Junk/Salvage $5,000.00 36o TOTAL MISCELLANEOUS REVENUES $13,600.00 390.00.00.0000 Other Financing Sources $0.00 391.00.00.000o General Obligation Bond Process $0.00 395.20.00.0000 Inc. Premiums & Recoveries - Capital Assets $3,200.00 397.00.00.0000 Operating Transfers-In $3,500.00 398.00.00.0000 Ins. Premiums & Recoveries - Non-Capital Assets $2,500.00 390 TOTAL OTHER FINANCING SOURCES $9,200.00 DEPT TOTAL FIRE DIST #13 EXPENSE $293,800.00 Page 2 EXPENSE/EMS outgoing 2020 BARS Categories Budget 2020 EXPENSE EMS 508.00.00 .0000 Budget Ending Fund Balance $37,400.00 $15,750.00 522.10.00 .0000 Administration 522.10.10 .0000 Salaries and Wages .0010 Chief-Expense $40,000.00 $20,000.00 .0020 Assistant Chief $0.00 $0.00 .0030 Secretary-Expense $40,000.00 $20,000.00 .0040 Commissioner-Expense $5,000.00 $5,000.00 522.10.10 TOTAL SALARIES AND WAGES $85,000.00 $45,000.00 522.10.20 .0000 Personal Benefits .0010 Industrial Benefits(L&I)-Expense $5,000.00 $3,000.00 .0020 Social Security/Medicare/With hold ing/PFML-Expense $12,000.00 $11,000.00 .0030 State Retirement-Expense $8,000.00 $8,000.00 .0040 Medical Insurance-Expense $14,000.00 $14,000.00 .0050 Unemployment $0.00 $0.00 522.10.20 TOTAL PERSONNEL BENEFITS $39,000.00 $36,000.00 522.10.31 .0010 Office&Operating Supplies-Expense $2,000.00 $800.00 .0020 Miscellaneous Supplies-Expense $200.00 $200.00 .0030 Grant Expenditures,Trauma-EMS $0.00 $1,500.00 .0040 Radio&Pager Replacement $500.00 $500.00 .0050 Humanity $1,000.00 .0060 CloudPCR $2,000.00 522.10.30 TOTAL OFFICE AND OPERATING SUPPLIES $3,700.00 $3,000.00 522.10.35 .0000 Small Office Tools Equipment .0010 Small Office Tools Equipment-Expense $100.00 $100.00 522.10.30 TOTAL SUPPLIES $100.00 $100.00 522.10.41 .0000 Professional Services-Expense $3,100.00 $1,000.00 522.10.41 .0010 Immunizations and Physicals-Expense $100.00 $100.00 .0020 Driving Abstracts/Screening Costs-Expense $200.00 $100.00 522.10.42 .0000 Communication .0010 Communication-Phones and Internet-Expense $700.00 $700.00 .0020 Communication-Cell Phones-Expense $300.00 $300.00 .0030 Communication-Postage-Expense $800.00 $800.00 .0040 Communication-Dispatch Services-Expense $1,550.00 $1,550.00 522.10.43 .0000 Travel .0010 Lodging $1,500.00 $500.00 .0060 Administration Mileage-Expense $3,000.00 $3,000.00 522.10.44 .0000 Advertising-Expense $500.00 $500.00 .0010 Website $250.00 $250.00 522.10.45 .0000 Operating Rentals/Leases-Expense $100.00 $100.00 522.10.46 .0000 Insurance(Not Payroll Related)-Expense $6,500.00 $6,500.00 522.10.47 .0000 Utilities-PUD .0010 Station 13-1 -13375 W Cloquallum Rd Elma-Expense $2,000.00 $2,000.00 .0020 Station 13-2-26 W Lost Lake Rd Shelton-Expense $1,000.00 $1,000.00 .0030 Station 13-3-6001 W Cloquallum Rd Shelton-Expense $1,000.00 $1,000.00 .0040 Station 13-4-2000 W Cloquallum Rd Shelton-Expense $1,000.00 $1,000.00 .0050 Maintenance Shop-13332 W Cloquallum Rd Elma-Expense $200.00 $200.00 .0060 Utilities-Garbage-Expense $150.00 $150.00 .0070 Utilities-Propane-Expense $1,500.00 $1,500.00 522.10.48 .0000 Repairs and Maintenance(Contracted)-Expense $600.00 $500.00 .0010 Radio Repairs and Maintenance-Expense $500.00 $500.00 .0020 Fire Extinguisher Maintenance $200.00 522.10.49 .0000 Miscellaneous $200.00 .0010 Fire Commissioners Association State&Local $1,500.00 .0020 Fire Chiefs Association State&Local $400.00 Page 3 .0030 Fire Fighters Association State&Local $100.00 522.10.40 TOTAL SERVICES $28,950.00 $23,250.00 522.10.51 .0020 Intergovernmental Services-State Auditor-Expense $2,000.00 $2,000.00 .0030 Intergovernmental Contracts-Expense $10,000.00 $1,500.00 .0040 Elections Costs-Expense $1,650.00 $550.00 .0050 Grant Expenditures-Expense $0.00 .0051 Mason Co. EMS/Trauma Council-Support-EMS $0.00 $1,400.00 522.10.50 TOTAL INTERGOVERNMENTAL SERVICES $13,650.00 $5,450.00 522.10 TOTAL EXPENSE ADMINISTRATION $170,400.00 $112,800.00 522.20.10 .0000 .0010 Firefighter Drill/Call Reimbursements $5,000.00 .0020 Volunteer Shifts-EXP $1,000.00 .0030 DNR Reimbursement Payroll 522.20.10 TOTAL SALARIES AND WAGES FIRE SUPPRESSION AND EMS $6,000.00 $0.00 522.20.20 .0000 .0010 Board of Volunteer Firefighters-Pension/Insurance-Expense $1,200.00 $1,200.00 .0020 Withholdings $1,000.00 522.20.20 TOTAL PERSONNEL BENEFITS FIRE SUPPRESSION AND EMS $2,200.00 $1,200.00 522.20.31 .0000 Supplies-Expense $3,000.00 $5,000.00 .0010 Oxygen Equipment/Sup EMS $500.00 522.20.32 .0000 Fuel Used $2,000.00 $2,000.00 522.20.35 .0010 Equipment Purchases-Expense $3,000.00 $2,000.00 522.20.30 TOTAL SUPPLIES FIRE SUPPRESSION AND EMS $8,000.00 $11,900.00 522.20.41 .0000 Professional Services $1,000.00 522.20.42 .0000 Operating Rentals/Leases $200.00 522.20.43 .0010 Turnout Gear Purchases and Replacement $5,000.00 .0020 Responder Uniform Purchase and Maintenance $500.00 $500.00 522.20.49 .0000 Miscellaneous $500.00 522.20.40 TOTAL SERVICES $7,200.00 $500.00 522.20 TOTAL FIRE SUPPRESSION AND EMS $23,400.00 $13,100.00 522.45.00 .0000 Fire/EMS Training 522.45.10 .0010 Trainers Pay $300.00 $1,500.00 522.45.10 TOTAL SALARIES AND WAGES SERVICES TRAINING $300.00 $1,500.00 522.45.00 .0000 Fire/EMS Training 522.45.30 .0000 Supplies $0.00 $500.00 522.45.31 .0000 Admin Training $1,000.00 522.45.32 .0000 Training Supplies $1,000.00 522.45 TOTAL SUPPLIES $2,000.00 $500.00 522.45.40 .0000 Other Services and Charges 522.45.41 .0000 TargetSolutions Checklt $4,000.00 522.45.41 .0010 Mason Co. EMS Online $600.00 522.45.42 .0000 Travel $200.00 522.45.43 .0000 Advertising $150.00 522.45.44 .0000 Operating Rentals/Leases $150.00 522.45.45 .0000 FireRMS $250.00 522.45.46 .0000 Miscellaneous $900.00 522.45 TOTAL OTHER SERVICES AND CHARGES $5,650.00 $600.00 522.40 TOTAL TRAINING $7,950.00 $2,600.00 522.50.31 .0000 Shop/Station Supplies $500.00 .0010 Station 13-1 -13375 W Cloquallum Rd, Elma-Expense $2,000.00 $2,000.00 .0020 Station 13-2-21 W Lost Lake Rd. Shelton-Expense $1,000.00 $1,000.00 .0030 Station 13-3-6001 W Cloquallum Rd,Shelton-Expense $1,000.00 $1,000.00 .0040 Station 13-4-2000 W Cloquallum Rd, Shelton-Expense $1,000.00 $1,000.00 .0050 Shop-13332 W Cloquallum Rd, Elma-Expense $250.00 $300.00 522.50.45 .0000 Operating Rentals/Leases $200.00 $200.00 522.50.48 .0000 Repairs and Maintenance-Expense $3,000.00 $2,000.00 Page 4 522.50.49 .0000 Miscellaneous-Expense $500.00 $500.00 522.50 TOTAL SHOP/STATION SUPPLIES $9,450.00 $8,000.00 522.50 TOTAL SHOP/STATION SUPPLIES $9,450.00 $8,000.00 522.60.00 .0000 Vehicles and Equipment Maintenance 522.60.10 .0010 Mechanic/Maintenance $500.00 $500.00 522.60.10 TOTAL SALARIES AND WAGES VEHICLE AND EQUIP. MAINT $500.00 $500.00 522.60.20 .0000 Personal Benefits .0010 Industrial Benefits(L&I)-Expense $100.00 $100.00 .0020 Social Security/Medicare/Withholding-Expense $100.00 $100.00 522.60.20 TOTAL PERSONNEL BENEFITS VEHICLE AND EQUIP. MAINT $200.00 $200.00 522.60.30 .0010 1987 International Maintenance Truck $1,500.00 $1,500.00 .0011 2007 Spartan H&W Pumper $2,000.00 .0014 2001 International H&W Pumper Tender $12,000.00 .0015 1993 International E-ONE $2,000.00 .0016 2011 International H&W Tender $2,000.00 .0017 1996 International H&W Pumper $2,000.00 .0020 2005 Ford Northstar Rescue $3,000.00 .0022 1994 E350 Lifeline Ambulance $2,500.00 .0023 1996 International Northstar $2,500.00 .0024 1994 E350 Lifeline Ambulance 2 $2,500.00 .0030 SCBA Related Equipment Repairs,Maintenance and Annual Calibration $3,000.00 .0040 Small Equipment Repairs and Maintenance $2,000.00 .0050 Breathing Compressor Repair and Maintenance $3,000.00 .0060 Pump Tests $2,500.00 522.60.30 TOTAL VEHICLES AND EQUIPMENT MAINTENANCE SUPPLIES $32,000.00 $12,000.00 522.60.41 .0000 Professional Services .0010 Annual Maintenance All Apparatus(RWC) $7,000.00 .0020 Annual Maintenance Hose and Ladder Testing $4,500.00 522.60.41 TOTAL VEHICLES AND EQUIPMENT MAINTENANCE PROFESSIONAL SERVICES $11,500.00 522.60.00 TOTAL VEHICLES AND EQUIPMENT MAINTENANCE $44,200.00 $12,700.00 522 TOTAL EXPENDITURES $255,400.00 $149,200.00 596.00.00 .0000 Capital Outlay 596.00.64 .0010 Fire Apparatus Replacement $1,000.00 .0020 Vehicle Purchase/Other $0.00 .0030 EMS Unit Payment $0.00 .0040 EMS Unit Replacement $0.00 596.00.60 TOTAL PAYMENT FOR VEHICLE $1,000.00 $0.00 596 TOTAL CAPITAL OUTLAY $1,000.00 $0.00 TOTAL EXPENDITURES FIRE DIST.#13 EXPENSE $293,800.00 $164,950.00 $293,800.00 $164,950.00 $0.00 $0.00 Page 5 Bond Budget for 2020 Income 2020 308.00.00.0000 Budget Beginning Balance $5.50 310.00.00.0000 Taxes $0.00 311.00.00.0000 Gen. Prop. Taxes- $0.00 311.10.00.0000 Real & Personal Property Taxes $0.00 311.10.01.0000 Comp, Reforest, Open Space $0.00 312.10.00.0000 Forest Excise Tax $0.00 317.20.01.0000 Leasehold Excise Tax Interest $0.00 310 TOTAL TAXES $0.00 361.00.00.0000 Interest and Other Earnings $0.00 361.90.00.0000 Other Interest Earnings $0.00 360 TOTAL INTEREST AND OTHER EARNINGS $0.00 DEPT TOTAL FIRE DIST#13 BOND $5.50 FUND TOTAL USES FIRE DIST#13 BOND $5.50 FUND TOTAL RESOURCES FIRE DIST#13 BOND $5.50 Page 6 Bond Budget for 2020 outgoing 2020 508.00.00.0000 Budget Ending Fund Balance $0.00 DEPT TOTAL FIRE DIST#13 BOND $0.00 FUND TOTAL USES FIRE DIST#13 BOND $0.00 FUND TOTAL RESOURCES FIRE DIST#13 BOND $0.00 Page 7 Reserve Budget for 2020 Income 2020 308.00.00.0000 Budget Beginning Fund Balance $57,000.00 360.00.00.0000 Miscellaneous Revenues $0.00 361.00.00.0000 Interest and Other Earnings $0.00 361.11.00.0000 Investment Interest(Investment Held) $0.00 367.11.00.0000 Gifts, Pledges, Grants Private Sources $0.00 369.10.00.0000 Misc. Rev. /Sale of Junk/Salvage $0.00 360 TOTAL MISCELLANEOUS REVENUES $0.00 395.00.00.0000 Disposition of Capital Assets $0.00 395.10.00.0000 Proceeds from Sales of Capital Assets $0.00 390 TOTAL DISPOSITION OF CAPITAL ASSETS $0.00 DEPT TOTAL FIRE DIST#13 RESERVE $57,000.00 FUND TOTAL USES FIRE DIST#13 RESERVE $57,000.00 FUND TOTAL RESOURCES FIRE DIST#13 RESERVE $57,000.00 Page 8 Reserve Budget for 2020 outgoing 2020 508.00.00.0000 Estimated Ending Fund Balance $57,000.00 597.00.00.0000 Operating Transfers - Out- Expense $0.00 597.00.00.0000 Operating Transfers - Out- EMS $0.00 597.00.00 TOTAL OPERATING TRANSFERS - OUT EMS/EXPENSE $0.00 DEPT TOTAL FIRE DIST#13 RESERVE $57,000.00 FUND TOTAL USES FIRE DIST#13 RESERVE $57,000.00 FUND TOTAL RESOURCES FIRE DIST#13 RESERVE $57,000.00 Page 9 BOARD OF MASON COUNTY COMMISSIONERS' BRIEFING MINUTES Mason County Commission Chambers,411 North 5th Street,Shelton,WA Week of November 4,2019 Monday, November 4,2019 9:00 A.M. Support Services—Frank Pinter Commissioners Shutty,Trask and Neatherlin were in attendance. • Resolution establishing the Imprest Revolving Checking Account for Spencer Lake LMD was approved to move forward. • Holiday schedule—Commissioner meeting schedule-November 26,rescheduled to 9 a.m.;Final meeting—December 17. Christmas Eve is Tuesday,December 24;New Year's Eve is 5' Tuesday,December 31 and the Board agreed to an early closure at noon. A few offices have December 24 as an additional holiday in their CBA. • Reminder of interview with KMB architects on November 14 @ 1 p.m.in Commission Chambers regarding regional jail study. • Request from Rachel Hansen,Northwest Event Organizer,to rent Building 10 and parking lot for the month of December 2019. The Commissioners expressed support as long as it is rented. • The Board approved the 2020 Employee Special Pays. • Jen will bring back the 4th quarter 2019 budget amendments and supplements next week. • The 09 Rural Sales Tax Funding requests for 2020 funding for EDC and Belfair Sewer will be circulated for comment. • Renewal of MOU with Mason County Historical Society and Mason County on behalf of the Parks and Trails Division will be placed on the agenda. • Discuss disposition of Traffic Policing vehicles will be delayed. Frank stated he is waiting for reporting information. • Presentation of Green Star Awards to Public Works staff was briefly discussed. Cmmr. Shutty asked for additional information from Frank. • Joint Lobbyist agreement with Troy Nichols will be placed on the agenda. • , Agreement with Puget Environmental was approved to move forward. This is for soil mitigation stemming from a road work incident. 9:40 A.M. Community Services—Dave Windom Commissioners Shutty,Trask and Neatherlin were in attendance. • Dave proposed changing the permitting process to schedule 1-hour appointments for submission of permits effective December 2,2019. The permit center will start transitioning to online permit submission for over-the-counter permits. The Commissioners are supportive of the changes and asked that notification be widely circulated. • Evergreen Mobile Park—City received a grant and the County will work with the City. • Building Official contract will be forthcoming. • Dave provided staff updates. • Board of Health meeting will be rescheduled to 10 a.m.on November 26. • Monthly permit report was circulated. Commissioners asked for pending permits in the queue and the lag time to be included in the permit. 9:50 A.M. Sheriffs Office—Sheryl Hilt Commissioners Shutty,Trask and Neatherlin were in attendance. • Sheryl presented the professional services contract with Monarch Children's Justice and Advocacy Center and the Sheriff's office. The Board is good with moving the agreement forward. The Board recessed from 9:45 a.m.to 10:00 a.m. 10:00 A.M. Public Works—Loretta Swanson Utilities&Waste Management Commissioners Shutty,Trask and Neatherlin were in attendance. Board of Mason County Commissioners'Briefing Meeting Minutes November 5,2019 • Request for road closure of Old Belfair Highway for the Belfair Parade on December 1,2019 was approved to move forward. • Joint funding agreement with US Department of Interior for Cooperative Streamgaging Program on the Skokomish River was approved to move forward. • Request from Mary Leighton for Road Vacation#399 West Walnut Street. Public Works is recommending a public hearing be set with the Hearings Examiner. Ms.Leighton was in attendance and stated the survey shows the road of way is right up against her garage and runs through the comer of her house. Staff recommended those property owners involved with this request attend the Hearings Examiner hearing. • Discussion of implementing solid waste flow control which would result in Mason County Garbage hauling to Eells Hill rather than Kitsap County resulting in an approximate 10%increase in overall tonnage. Mason County Garbage already planned to request a 2.5%rate increase;if flow control is implemented a 9.2%increase in addition to the 2.5%rate increase would be requested by Mason County Garbage to the Utilities Commission. Staff has discussed this with Kitsap County. A public hearing will be scheduled. • Introduction of Richard Dickinson as the new Deputy Director Utilities&Waste Management. • 2020 Budget follow-up. Provided administration breakdown for other counties and information on the equipment that is being requested to be replaced in 2020. Cmmr.Neatherlin expressed frustration with continuing to include a request for the Peterbilt truck. There was discussion of what type of truck is needed. • Staff provided suggested cost savings to ER&R. • Staff is reviewing the Rustlewood 2020 budget and staff will bring forward information. • Solid Waste attendant position opening and was approved to fill. 10:40 a.m. Closed Session—RCW 42.30.140(4)Labor Discussion Commissioners Shutty,Trask and Neatherlin met in Closed Session with Frank Pinter from 10:45 a.m.to 10:55 a.m.for a labor discussion. 11:00 A.M. Executive Session—RCW 42.30.110(1)(i)Potential Litigation Commissioners Shutty,Trask and Neatherlin met in Executive Session with Tim Whitehead, Lawson Fite and David Bechtold for potential litigation. BREAK—NOON 2:00 P.M. 2020 Budget Workshop Review of Budgets Commissioners Shutty,Trask and Neatherlin were in attendance. • Frank Pinter reviewed the current status of the 2020 budget. Revenues are anticipated at $37,462,569 and expenditures are currently at$38,000,060 adjusted maintenance level and after deducting the anticipated revenue we are short. Including an increase to the operating reserve and outstanding CBA's,we are at a$1.3M negative balance.There are also$743,000 outstanding PLR's. Frank asked if the Board wants to review the maintenance level adjustments that have been made to date. Cmmr.Neatherlin noted that increasing the operating reserve is not an actual expenditure. The 2019 unexpended budget authority is anticipated to be at$2.7M. Cmmr. Shutty stated the Board has made significant investments and we have to be mindful of how much is available to spend. Cmmr.Trask supports reviewing the budget line by line. The Board reviewed the 2020 budget adjustments to date that include three new positions: 1 District Court; 1 MCSO and 1 in Public Defense and.25 FTE in WSU. Staff will identify those items that are non-discretionary and those that are revenue neutral and bring back for briefing tomorrow. Cmmr.Neatherlin made a proposal that he will submit to Frank and it will be shared with the Commissioners. The meeting adjourned at 3:05 p.m. Board of Mason County Commissioners'Briefing Meeting Minutes November 5,2019 Tuesday,November 5,2019 2:00 P.M. 2020 Budget Workshop Commissioners Shutty,Trask and Neatherlin were in attendance. • Frank Pinter presented revised 2020 revenues and expenditures with revenues at$38,037,569 and adjusted expenditures at$38,060,630 leaving the budget out of balance by$23,060. If certain one-time maintenance expenses are removed($141,100)it reduces expenditures to$37,873,409 leaving a net positive of$187,220. Additional items to consider are to reduce Traffic Policing ($160,000);remove travel/training from maintenance level($163,058);transfer to Veterans Fund ($45,000);donation to north and south Veterans Groups($5,000);onetime expenses PLR level $292,415;travel/training(PLR level)$22,295. Cmmr. Shutty supports the$45K transfer to Veterans Fund. Cmmr.Neatherlin supports changing the Veterans levy;$5K from Current Expense—North Mason Resources would serve the north end and VFW would service the south end via a$2,500 grant each. Cmmr.Trask supports changing the Veterans levy. Cmmr. Shutty would like to wait on the Traffic Policing diversion for now. Move Auditor overtime to maintenance level;wait for software for Public Defense. Adjust travel to 2019 actuals and consider as a supplemental in 2020 as necessary. Net$155,000 Jennifer stated the Mental Health Fund is out of balance by$23,096 and Jen suggested increasing the transfer in to Therapeutic Courts to balance the fund.The Board asked to hold this for now. Discussion of the open items for Juvenile Detention,OPD and Traffic Policing. Still to review are Special Funds,Traffic Policing and Public Works. Next budget workshop is 1 p.m.on Tuesday,November 12. Respectfully submitted, Diane Zoren,Administrative Services Manager BOARD OF MASON COUNTY COMMISSIONERS Kevin Shutty Randy Neatherlin Sharon Trask Chair Commissioner Commissioner BOARD OF MASON COUNTY COMMISSIONERS' BRIEFING MINUTES Mason County Commission Chambers,411 North 5th Street,Shelton,WA Week of November 11,2019 Tuesday,November 12,2019 9:30 A.M. Executive Session—RCW 42.30.110(1)(i)Potential Litigation Cmmrs.Neatherlin,Trask and Shutty met with Tim Whitehead in closed session from 9:30 to 9:55 a.m. 10:00 A.M. Support Services Briefing Commissioners Shutty,Trask and Neatherlin were in attendance. • Jennifer Beierle asked to set a public hearing on December 10,2019 for supplemental appropriations and amendments to the 2019 budget.There are eleven requested amendments which she quickly read through.The Board approved setting the hearing. 10:05 A.M. General Fund Vehicle Fleet Recommendations—Public Works/Equipment Rental& Revolving(ER&R) Commissioners Shutty,Trask and Neatherlin were in attendance. • Diane Sheesley explained that ER&R looked at the current quote from Enterprise and they have created a presentation for the Board to consider. She said they are hoping to keep fleet management within the county,while noting that the costs are charged differently due to labor costs.Per the comparison,Diane quoted a possible savings between$5,000-$30,000 per year if 54 vehicles are kept in house. She suggested a levy shift to purchase or replace vehicles. o Cyndi discussed the labor and parts cost on a 2012 sheriffs vehicle that went in for repairs and tires.She stated that her department was able to purchase the tires for almost$400 less than another entity would be able to,which should be part of the Boards consideration. o Cmmr.Neatherlin had a lengthy discussion with staff regarding how much is spent yearly on ER&R for upfits,management,and repairs. o Discussions with other departments and their concerns/suggestions for ER&R were talked about. o Cmmr.Shutty voiced some concern with the idea of depending on levy shifts for funding. 11:15- 11:30 Break 11:30 A.M. Request for Proposal Recommendation for General Fund Vehicle Fleet—Frank Pinter,Support Services Commissioners Shutty,Trask and Neatherlin were in attendance. • Frank spoke about the one RFP for fleet vehicles received from Enterprise.He began by rebutting some information given in the earlier presentation from ER&R. Frank then showed a presentation of charts dealing with repairs,vehicle replacement,and costs quoted by Enterprise versus that spent by ER&R in 2018. o A discussion was had regarding insurance.Frank noted that even with the fleet lease,Mason County can self insure.Cmmr.Neatherlin questioned how much the first year of the lease is with services included.Frank answered that the total would be$345,863,while consecutive years would be less. o For the term of the lease,maintenance is covered with the exception of tires and brakes. • Diane Sheesley stated that this is the first time she has seen Frank's information and proceeded to refute some presented data. • Cmmr.Shutty asked how to proceed,and Loretta suggested a work session for all inclusive discussion with the Board.Cmmr. Shutty suggested coming the week of November 181. BREAK 1:00 P.M. 2020 Budget Workshop-Review of Budget Requests Commissioners Shutty,Trask and Neatherlin were in attendance. • Jennifer Beierle passed out a packet of changes to Current Expense,and Special Funds,along with a summary of changes from the November 51 workshop. She quickly read through the summary of changes. • Current Expense is currently at$38,004,159 in revenue and at$37,984,456 for expense with a surplus of 19,704. • Special funds budget is$69,262,552 with an outstanding PLR of$2,098,000 in revenue for the purchase of vehicles. o Jennifer noted that$30,000 was moved from REET 2 to the Rustlewood fund for maintenance. o Health department requested$150,000 to budget one healthcare worker from Current Expense.There is also a$4,416 request to move the finance manager from a step 29 to a step 33 and an additional$80,000 request for an additional healthcare worker.Cmmr.Neatherlin said a reclassification process would be needed for the finance manager. The Board denied the requests. o Three Full time positions(FTE)for roads were requested.The board approved one FTE. o Auditors ONM.5 FTE.Paddy noted that this position is being paid out of two funds to create a single position,one of which can be used for payroll but shouldn't be.Cmmr. Shutty asked to hold off on this change for the time being. Thursday,November 14,2019 1:00 P.M. KMB Architect Criminal Justice Review Commissioners Shutty,Trask and Neatherlin were in attendance. • Karen Chin with KMB said she would like to set up a briefing with each visit to keep the Board updated.Interviews have been done with various staff over the last two days and said she would be presenting formal data in December.The interviews done with Mason County staff regarding needs in a jail were discussed. o Cmmr. Shutty questioned if a Public Safety Sales Tax is in effect in Grays Harbor County.Karen said they do at this time. o Discussion about the new mental health facility in Shelton was had. o Karen asked if there were any special issues the Board would like her to address. Cmmr.Neatherlin said he would like to see total project costs broken down into the number of beds and staff that could function with the space. o Cmmr.Neatherlin asked for a dorm section in part of the plan in order to put more beds in the space.Karen discussed some challenges within a dorm setting for jail staff. o Cmmr.Trask noted that there are currently 5,000 outstanding warrants, so a new facility would be initially full,but that could drop off after a few years.Cmmr. Neatherlin said he feels like a capacity of 200 would even be helpful.Karen suggested looking at the average daily population and estimate 20%over that. o The discussion of taking on additional contracts from outside sources such as ICE or the State was an option.Cmmr. Shutty noted that it isn't a priority especially with two prisons nearby.Karen voiced the need to look at this possibility even if it ends up being extra space for growth in the future. o Cmmr. Shutty asked that Karen contact the Department of Corrections,the Tribes,and Behavioral Health for more input and discussion. • Karen reiterated that she would be back in December and said she will need to schedule at least three hours for a detailed discussion. Respectfully submitted, Melissa Drewry, Clerk of the Board BOARD OF MASON COUNTY COMMISSIONERS Kevin Shutty Randy Neatherlin Sharon Trask Chair Commissioner Commissioner BOARD OF MASON COUNTY COMMISSIONERS'BRIEFING MINUTES Mason County Commission Chambers,411 North 5th Street,Shelton,WA Week of November 25,2019 Monday,November 25,2019 9:00 A.M. Meeting with State Legislators Commissioners Shutty,Trask and Neatherlin were in attendance. Also in attendance were Representatives Griffey and MacEwen. Senator Sheldon attended via telephone. • Loretta Swanson,Public Works Director,presented an update on the Belfair Sewer Extension to Puget Sound Industrial Center(PSIC)Project. The MTA roundabout on SR3 is under construction and a sewer crossing needs to be done during construction,Rep.MacEwen-$2M needs to be spent in this biennium(ends June 30,2021). Loretta said it would start to be spent mid-year 2020. • Diane Sheesley,County Engineer,presented information on various culvert projects. • Loretta presented information on the SR3 Freight Corridor which includes preliminary design of Romance Hill connection to the Freight Corridor. Cmmr.Neatherlin stated he has been working with Michele Britton,WSDOT,to make sure this project stays funded. Senator Sheldon commented that he feels the project is still a priority. The question is if the recently passed car tab initiative will impact this project. • Cmmr.Neatherlin spoke about a proposal from WSDOT for the Johns Prairie Intersection with SR3. The proposal is for a round about. Cmmr.Neatherlin is not asking for state funding but wants a design so the County can pursue funding. • There was a discussion of how to improve the Clifton Road intersection. • Loretta provided information on the Skokomish River Basin Ecosystem Restoration project. Due to funding,there is a tight construction schedule with the goal being to complete by December 1, 2022. Senator Sheldon pointed out that the residents have asked for time to think about any real estate offers. There have been several public meetings to provide project information. There is a separate project to fix the"dips". • Senator Sheldon talked about improvements to the Lake Cushman Road. • Cmmr. Shutty provided information on the remodel of Building 10 for District Court and the Regional Jail Study. Cmmr.Neatherlin asked the legislators to consider legislation that for 5 years there would be no prevailing wage requirement or sales tax on jail construction. Cmmr.Trask noted that all counties are having issues with their jail facilities. 0 Auditor Paddy McGuire talked about a Fair Share Funding Bill for election costs because everybody pays their fair share except the state during even-numbered years. • Court Clerk Sharon Fogo presented information on two priority bills for Court Clerks. One has to do with Clerk's bonds and a bill that publication costs for dependency cases should be paid by the state. • Cmmr.Trask presented WSAC legislative priorities. These include unfunded mandates,funding for homelessness and behavioral health and increased funding for Trial Court Public Defense. • Senator Sheldon stated his transportation budget is his priority during this short session. He advised the Board to not take the 1%increase on levies. • Rep Griffey stated his priorities include assistance for sexual assault survivors;change the definition of theft to improve safety;improve awareness for traumatic brain injuries. • Rep.MacEwen stated his priorities include a bill that would allow services to be extended beyond the UGA;economic forecast still looks good but we are due for a downturn and the state needs to increase their ending fund balance to weather a downturn. The meeting ended 10:02 a.m. 10:05 A.M. Closed Session Commissioners Shutty,Trask and Neatherlin met in Closed Session from 10:05 a.m.to 10:30 a.m. with Frank Pinter for a labor discussion. 10:30 A.M. Support Services—Frank Pinter Commissioners Shutty,Trask and Neatherlin were in attendance Board of Mason County Commissioners'Briefing Meeting Minutes November 25,2019 • The Board is good with keeping the same Board assignments for 2020. • Jennifer reviewed the October Financial Reports. • A Green Star presentation to Public Works staff will be at the December 10 Commission meeting. • Frank provided the status of CDBG Microenterprise Loan Grant Status. Mason County has a $225,000 grant award that would be loaned out to participants of the microenterprise program. Essentially the County would serve as the bank and assume the risks associated with this. The Audit Committee is recommending the County not continue with this CDBG program. The Commissioners agreed to decline this grant. • The Commissioners approved placing the letter of support of YMCA's capital budget request on the agenda. • Cmmr.Shutty offered to arrange for live music at the County's bake sale. 10:50 A.M. Community Services—Dave Windom Commissioners Shutty,Trask and Neatherlin were in attendance • Public hearings will be set on January 7,2020 for two rezone requests. • Application from Norma Jean Jacobs for the Planning Advisory Commission. Cmmr.Neatherlin would like to interview the applicant. • Received an application for a multi-family project. The tax incentive expires at the end of the year and Kell is working with the Assessor's office to see if the contact can be approved in 2019. • Permit Center business hours need to be changed to accommodate the new on-line permitting appointment process. The plan is to close at noon for lunch. Cmmr. Shutty asked that they either close at noon or Friday afternoons but not both. Cmmr.Trask stated she has received several calls about the delay in permits being issued. • Dave provided updates on various issues. On-line permitting will start next week for certain permits along with scheduling appointments. Cmmr.Neatherlin will attend a meeting with Ecology. A news release will be issued regarding the new schedule. There is a question on how TST money can be used in the new year. Discussion on partnering with WSU medical for a health van to serve as a mobile unit in our rural areas. Discussion of potential changes to buffers that could cause issues in Mason County. 10:45 A.M. Public Works—Loretta Swanson Utilities&Waste Management Commissioners Shutty,Trask and Neatherlin were in attendance. • A public hearing will be scheduled on January 7,2020 to consider several franchise agreements. • Resolution establishing load/lane limits for six Mason County bridges will be placed on the agenda for approval. • May be bringing forward an amendment to the Six-Year TIP and the annual construction program for the Harstine Island bridge if funding is received. • Announcements for 2020 water and sewer system rate increases for North Bay,Rustlewood and Beards Cove and 2020 United Ways Day of Caring—Free Dump Days.The Commissioners asked for some of the vouchers to distribute. 11:15 A.M. Finance Committee Treasurer Lisa Frazier and Chair Kevin Shutty were in attendance.Commissioners Trask and Neatherlin and Leo Kim were also in attendance. • Treasurer Lisa Frazier presented the 31 quarter report and noted that end of September Current Expense cash balance was$9.4M. The Reserve Policy at 15%has been met leaving$3.5M unspent cash. • Loretta provided information on the Skokomish River project and the need for a bridge loan of $4.5M to$5M for the local share of construction and that will then be reimbursed from a grant; will need funds by September 2020 based on the County securing real estate acquisitions by March 2020. Total local share is$7.73M including grant funding for real estate acquisitions, which is coming through the Mason Conservation District.Lisa has contacted a financial advisor and will need 60 to 90 days for the loan. Board of Mason County Commissioners' Briefing Meeting Minutes November 25,2019 • Belfair Sewer—the Commissioners need to select the preferred alternative;Loretta believes the stakeholder group is in agreement;not a need for the entire$8M—will need$4M to$6M in addition to the grant. Public Works will bring forward the alternatives with finance options in a briefing. • There is no new information on the proposed new jail. • $1.5M from Commerce for Belfair Sewer rate relief—Loretta stated it was a prior appropriation so there is no new appropriation. Cmmr. Shutty asked if this money can be used to pay down debt; Loretta will check on that. Meeting adjourned at 11:40 a.m. 11:45 A.M. Sheriffs Office—Sheryl Hilt Commissioners Shutty,Trask and Neatherlin were in attendance. • Sheryl presented a request to transfer$200K from wages and benefits to operations to purchase computers and other equipment. Need to spend$110K in Traffic Diversion operations to purchase various traffic equipment. Cmmr.Neatherlin noted that next year there will be payments for jail control panel and tasers. He supports a$110K transfer and they can move$50K without Commissioner approval. Undersheriff Adam wanted to make sure Commissioners are aware of how the transferred funding is spent. The$110K Traffic Diversion transfer is included in the $200K request. Discussion of the timeline for remaining request of$90K. The equipment needs to be purchased soon to allow for payment before year end. The Board agreed the$50K transfer can be made. The outstanding item is the transfer of$40K. A follow up briefing will be scheduled next Monday.Cmmr.Neatherlin brought up the possibility of issuing camera tickets in extreme problem areas. Commissioner Discussion • There was discussion of the permitting process and Cmmr.Neatherlin asked if the Commissioners were good with him doing an observation in the Permit Center to better understand the process and see if he has any suggestions. The Commissioners are supportive of this. The meeting adjourned at 12:10 p.m. Respectfully submitted, Diane Zoren,Administrative Services Manager BOARD OF MASON COUNTY COMMISSIONERS Kevin Shutty Randy Neatherlin Sharon Trask Chair Commissioner Commissioner BOARD OF MASON COUNTY COMMISSIONERS' PROCEEDINGS Mason County Commission Chambers, 411 North Stn Street, Shelton, WA November 12, 2019 1. Call to Order-The Chairperson called the regular meeting to order at 9:02 a.m. 2. Pledge of Allegiance-Cmmr. Shutty led the flag salute. 3. Roll Call - Present: Commissioner District 1 - Randy Neatherlin; Commissioner District 2- Kevin Shutty; Commissioner District 3 -Sharon Trask. 4. Correspondence and Organizational Business 4.1 Correspondence 4.1.1 NOAA's National Marine Fisheries Service sent a proposed rule to designate critical habitat for certain population segments of the Humpback Whale. 4.1.2 Robert F. McLean sent in an application for the Mason County Planning Advisory Commission. 4.1.3 Washington Department of Natural Resources sent in County Income Reports for October 2019. 4.1.4 Randy Roughton sent in John Tupper's letter of resignation from the Veterans Advisory Board. 5. Open Forum for Citizen Input- None. 6. Adoption of Agenda - Cmmr. Neatherlin/Trask moved and seconded to adopt the agenda as published. Motion carried unanimously. N-aye; S-aye; T-aye. 7. Approval of Minutes-October 28, 2019 Briefing Minutes and October 22, 2019 Regular Meeting Minutes. Cmmr. Trask/Neatherlin moved and seconded to adopt the October 28, 2019 Briefing Minutes and October 22, 2019 Regular Meeting Minutes as written. Motion carried unanimously. N-aye; S-aye; T-aye. 8. Approval of Action Agenda: 8.1 Approval of a resolution establishing an Imprest Revolving checking account for Lake Management District No. 3 for Spencer Lake. (Ex.A—Res. 106-19) 8.2 Approval of the following 2019 meeting changes due to the holidays: • Reschedule the November 26, 2019 Commission meeting to 9 a.m. • Reschedule the November 26, 2019 Board of Health meeting to 10 a.m. • Cancel meetings on December 24th and December 31, 2019 8.3 Approval to appoint David Dally to the Historic Preservation Commission and approval to reappoint Steve Rose to the Historic Preservation Commission. Both terms will expire November 30, 2022. 8.4 Approval of the joint professional services agreement with the City of Shelton and Phillips Burgess Government relations LLC for lobbying services. 8.5 Approval of a professional services contract between the Monarch Children's Justice and Advocacy Center and the Mason County Sheriff's Office to conduct interviews with children regarding abuse. 8.6 Approval to execute a resolution to close Old Belfair Highway at approximately milepost 0.000 to milepost 0.100 on Sunday, December 1, 2019 from 3:30 p.m. to 5:00 p.m. (Ex. B—Res. 107-19) BOARD OF MASON COUNTY COMMISSIONERS' PROCEEDINGS November 12, 2019 - PAGE 2 8.7 Approval to authorize the Chair to sign Joint Funding Agreement #20YGJFA03400 with the US Department of the Interior, U.S. Geological Survey, for the period October 1, 2019 to September 30, 2020. 8.8 Approval of a resolution to set a hearing with the Hearings Examiner on Wednesday, December 11, 2019 at 1:00 p.m. to consider public comment on the petition for vacation of the south half of W. Walnut Street laying north of 121 W. Walnut Street in the Plat of Moore's Addition to Shelton Block f, lots 1-4. (Ex.C—Res. 108-19) 8.9 Approval to authorize Public Works/ER&R to use the County Vendor Roster to solicit for vehicle and equipment towing and tire repair services for the 2020 calendar year and approval to allow Public Works/ER&R to sign and award contract(s). Mason County does not guarantee a minimum purchase of these services. 8.10 Approval to have the Chair sign six Out of Class/Lead/Special Pay Authorization Request Forms for Todd Cannon, Dawn Mesojednik, Genie McFarland, Grace Miller, Michael McIrvin, and Anna Smith for calendar year 2020. 8.11 Approval of an agreement with Northwest Event Organizers and Shelton Mason County Chamber of Commerce for the temporary use of Building 10 and parking lot to support holiday tourism efforts. The agreement is for the period of November 25, 2019 to December 31, 2019 in the amount of $2,000. 8.12 Approval to have the Chair sign the Memorandum of Understanding (MOU) between the Mason County Historical Society and Mason County Parks for storage. Cmmr. Trask/Neatherlin moved and seconded to approve action items 8.1 through 8.12. Motion carried unanimously. N-aye; S-aye; T-aye. 9. Other Business (Department Heads and Elected Officials) 10. 9:15 a.m. Public Hearings and Items set for a certain time— 10.1 Public Hearing to consider the sale of parcel 32127-53-00174 in the amount of $4,000. (This hearing is continued from October 22, 201.5) Staff: Frank Pinter Frank said this parcel had a continued sale due to the need of a feasibility study. The study was completed and the buyer has agreed to move forward. No public comment was received. Cmmr. Neatherlin/Trask moved and seconded to sell parcel 32127-53-00174 in the amount of$4,000 to Patty Hinton. Motion carried unanimously. N-aye; S-aye; T-aye. (Ex. D—Res. 109-19) 10.2 Public Hearing to consider establishment of a playground zone on Sand Hill Road, Belfair. Staff: Diane Sheesley Diane explained that the establishment of a playground zone will add lights in the Sand Hill tunnel, add flashing crosswalks and other road improvements to make sure safety standards are improved. No public comment received. BOARD OF MASON COUNTY COMMISSIONERS' PROCEEDINGS November 12, 2019 - PAGE 3 Cmmr. Neatherlin thanked Diane and the roads department for their work on this project. Cmmr. Neatherlin/Trask moved and seconded to approve the resolution authorizing public works to create a playground zone on Sand Hill road. Motion carried unanimously. N-aye; S-aye; T-aye. (Ex. E—Res. 110-19) 11. Board's Reports and Calendar-The Commissioners reported on meetings attended the past week and announced their upcoming weekly meetings. 12. Adjournment—The meeting adjourned at 9:24 a.m. BOARD OF COUNTY COMMISSIONERS ATTEST: MASON COUNTY, WASHINGTON Melissa Drewry, Clerk of the Board Kevin Shutty, Chair Sharon Trask, Commissioner Randy Neatherlin, Commissioner BOARD OF MASON COUNTY COMMISSIONERS' PROCEEDINGS Mason County Commission Chambers, 411 North 5th Street, Shelton, WA November 19, 2019 1. Call to Order—The Chairperson called the regular meeting to order at 9:03 a.m. 2. Pledge of Allegiance—Tom Davis led the flag salute. 3. Roll Call — Present: Commissioner District 1 - Randy Neatherlin; Commissioner District 2— Kevin Shutty; Commissioner District 3 —Sharon Trask absent. 4. Correspondence and Organizational Business 4.1 Correspondence 4.1.1 Steven Rose sent in an application for the Historic Preservation Commission. 4.1.2 Washington State Liquor and Cannabis Board sent in a request for a Special Occasion License on the behalf of Hawkins Middle School PTSA. 5. Open Forum for Citizen Input— 5.1 Tom Davis said he heard a rumor about the 2020 budget hearing being pushed back. He spoke in favor of waiting to adopt the budget in order to see how November and December play out. 6. Adoption of Agenda - Cmmr. Neatherlin/Shutty moved and seconded to adopt the agenda with an amendment to item 8.3. Motion carried unanimously. N-aye; S-aye; T-absent. 7. Approval of Minutes— November 5, 2019 Regular Meeting Minutes. Cmmr. Neatherlin/Shutty moved and seconded to approve the November 5, 2019 Regular Meeting Minutes as presented. Motion carried unanimously. N-aye; S-aye; T-absent. 8. Approval of Action Agenda: 8.1 Approval to have the Chair sign a letter of no objection for a special occasion liquor license application on behalf of the Hawkins Middle School PTSA for an event on November 22, 2019 at the HUB Senior Center in Belfair. 8.2 Approval to set a public hearing on Tuesday, December 10, 2019 at 9:15 a.m. to consider approval of budget supplemental appropriations and amendments to the 2019 budget. 8.3 Approval of Warrants &Treasure Electronic Remittances Claims Clearing Fund Warrant#s 8068041-8068267 $ 32,916,218.61 $1,042,235.16 (amount corrected under item 6) Direct Deposit Fund Warrant#s 63408-63793 $ 669,947.12 Salary Clearing Fund Warrant#s 7004791-7004826 $ 949,886.54 8.4 Approval to set a public hearing on Tuesday, December 10th at 9:15 a.m. to consider updating Mason County's smoking policy in Mason County Code, Title 2, Chapter 2 as well as Chapter 9. Tom Davis asked to remove item 8.4 for a separate vote. Cmmr. moved and seconded to approve action items 8.1 through 8.3. Motion carried unanimously. N-aye; S-aye; T-absent. 8.4 Cmmr. Shutty explained that this topic came up at the September Board of Health meeting. Tom Davis thanked the Board for moving this item forward, and praised their swift action. Cmmr. Neatherlin/Shutty moved and seconded to set a public hearing on Tuesday, December 10th at 9:15 a.m. to consider updating Mason County's smoking policy in Mason County Code, Title 2, Chapter 2 as well as Chapter 9. Motion carried unanimously. N-aye; S-aye; T-absent. BOARD OF MASON COUNTY COMMISSIONERS' PROCEEDINGS November 19, 2019 - PAGE 2 9. Other Business (Department Heads and Elected Officials)- None 10. 9:15 a.m. Public Hearings and Items set for a certain time— No hearings 11. Board's Reports and Calendar-The Commissioners reported on meetings attended the past week and announced their upcoming weekly meetings. 12. Adjournment—The meeting adjourned at 9:16 a.m. BOARD OF COUNTY COMMISSIONERS ATTEST: MASON COUNTY, WASHINGTON Melissa Drewry, Clerk of the Board Kevin Shutty, Chair Sharon Trask, Commissioner Randy Neatherlin, Commissioner MASON COUNTY AGENDA ITEM SUMMARY FORM TO: BOARD OF MASON COUNTY COMMISSIONERS From: Sheryl Hilt Action Agenda _X_ Public Hearing Other DEPARTMENT: Sheriff's Office EXT: 636 COMMISSION MEETING DATE: 12/3/2019 Agenda Item # 8 Commissioner staff to complete) BRIEFING DATE: 11/25/2019 BRIEFING PRESENTED BY: Sheryl Hilt [] ITEM WAS NOT PREVIOUSLY BRIEFED WITH THE BOARD Please provide explanation of urgency: ITEM: Request to transfer an amount from Sheriff's Office Wages and Benefits to Operations. BACKGROUND: Due to the lack of qualified candidates to fill open positions for most of the year, the Sheriffs Office is projecting a surplus in Wages and Benefits. The amount of this surplus is currently projected at $346,000 but that is a projection based on the last ten month's expenses. The Sheriff's Office has, like many offices in the county, experienced funding cutbacks resulting in technical deficits. These deficits can be made up, in part, with current funding. Additionally, the open positions have affected spending the required amount of Traffic Diversion funds. The current projected underspend in Traffic is $110,000 but this is a projection based on the last ten month's expenses. RECOMMENDED ACTION: Allow a transfer of$110,000 from Wages and Benefits to operations in order to purchase a laser scanner for traffic accidents, radar trailers, computers, and peripherals as one-time purchases. BUDGET IMPACTS: None. These would be transfers within the Sheriff's Office currently allocated budget authority. ATTACHMENT(S): None C:\Users\MDrewry\AppData\Local\M icrosoft\Windows\INetCache\Content.Outlook\FRKZ80DT\BOCC Action Item Nov 2019.docx MASON COUNTY AGENDA ITEM SUMMARY FORM TO: BOARD OF MASON COUNTY COMMISSIONERS From: Ginger Kenyon Action Agenda _X_ Public Hearing Other DEPARTMENT: Support Services EXT: 380 DATE: December 3, 2019 Agenda Item # g (Commissioner staff to complete) BRIEFING DATE: BRIEFING PRESENTED BY: [X] ITEM WAS NOT PREVIOUSLY BRIEFED WITH THE BOARD Please provide explanation of urgency ITEM: Approval of Warrants &Treasure Electronic Remittances Claims Clearing Fund Warrant #s 8068413-8068518 $ 358,971.53 Direct Deposit Fund Warrant #s 63794-64180 $ 710,267.59 Salary Clearing Fund Warrant #s 7004827-7004854 $ 498,640.28 Background: The Board approved Resolution No. 80-00 Payment of Claims Against County: Procedure Authorizing Warrant Issue and Release Prior to Board Claim Approval. Mason County Code 3.32.060(a) requires that the board enter into the minutes of the County Commissioners the approval of claims listing warrant numbers. Claims Clearing YTD Total $ 25,948,030.52 Direct Deposit YTD Total $ 15,209,563.23 Salary Clearing YTD Total $ 15,898,266.68 RECOMMENDED ACTION: Approval to: Move to approve the following warrants: Claims Clearing Fund Warrant #s 8068413-8068518 $ 358,971.53 Direct Deposit Fund Warrant #s 63794-64180 $ 710,267.59 Salary Clearing Fund Warrant #s 7004827-7004854 $ 498,640.28 Attachment(s): Originals on file with Auditor/Financial Services (Copies on file with Clerk of the Board) MASON COUNTY AGENDA ITEM SUMMARY FORM TO: BOARD OF MASON COUNTY COMMISSIONERS From: Diane Zoren Action Agenda x Public Hearing Other DEPARTMENT: Support Services EXT: 747 DATE: December 3, 2019 Agenda Item # g 3 Commissioner staff to complete) BRIEFING DATE: 11/25/19 BRIEFING PRESENTED BY: Support Services/Commissioners [ ] ITEM WAS NOT PREVIOUSLY BRIEFED WITH THE BOARD Please provide explanation of urgency ITEM: Approval to sign the letter of support for South Sound YMCA's 2020 supplemental capital budget request for Local & Community project funding in the amount of $750,000. Background: The South Sound YMCA has asked for a letter of support. Budget Impacts: None to the County. RECOMMENDED ACTION: Approval to sign the letter of support for South Sound YMCA's 2020 supplemental capital budget request for Local &Community project funding in the amount of$750,000. Attachment(s): letter December 2,2019 Honorable Tim Sheldon Honorable Drew MacEwen Honorable Dan Griffey WA State Senate House of Representatives House of Representatives 417 Legislative Building 434 John L. O'Brien Bldg 403 John L.O'Brien Bldg Olympia, WA 98504 P.O. Box 40600 P.O.Box 40600 Olympia, WA 98504 Olympia,WA 98504 RE: South Sound Y—Shelton Branch Dear Senator Sheldon,Representative Griffey and Representative MacEwen, The Mason County Commissioners would like to take this opportunity to express our support for the South Sound YMCA's 2020 supplemental capital budget request for Local&Community project funding in an amount of$750,000. The anticipated economic development benefits to the county include job creation, enhanced property values,increased recreational and educational opportunities for area residents,and addressing serious public health challenges, including adolescent smoking,depression and suicide rates that are above the state average. The economic and health benefits of a YMCA to Mason County will be felt for generations. The South Sound Y is ready to break ground on this project. The site is ideal for a Y,within walking distance of four schools(representing 70 percent of Shelton School district students), Olympic College,Mason General Hospital,and several senior living facilities. A group of committed community leaders has spent the past year raising over$8 million locally. The capital campaign team also secured a Building Communities Fund grant in an amount of$3.5 million in the 2019 capital budget as well as federal New Market Tax Credits. The requested funding would allow the South Sound Y to complete construction of a full-service facility, including a gymnasium and pool. We appreciate the opportunity to express our support of this critical project. Sincerely, BOARD OF MASON COUNTY COMMISSIONERS Kevin Shutty Randy Neatherlin Sharon Trask Chair Commissioner Commissioner MASON COUNTY AGENDA ITEM SUMMARY FORM TO: BOARD OF MASON COUNTY COMMISSIONERS From: Loretta Swanson, Director Action Agenda DEPARTMENT: Public Works EXT: 450 COMMISSION MEETING DATE: December 3, 2019 Agenda Item #1Q BRIEFING DATE: October 21, 2019 BRIEFING PRESENTED BY: Loretta Swanson [] ITEM WAS NOT PREVIOUSLY BRIEFED WITH THE BOARD Please provide explanation of urgency: ITEM: Belfair Sanitary Sewer Code Amendment — Hearing BACKGROUND: The county is committed to taking steps to improve the financial position of the Belfair sewer and utility fund, and contracted with FCS Group to prepare an Updated Financial Plan for Belfair Sewer System. Part of this work was to examine the Capital Facilities Charge (CFC) and to provide an updated calculation. The result is a change from the existing CFC amount of $16,300 to a new CFC of $11,300 based on the definition of an ERU equivalent to 155 gallons per day. BUDGET IMPACTS: The proposed change to the CFC amounts to a 30.7% reduction which is closer to the City of Bremerton's GFC (proposed Mason $11,300 vs. Bremerton $7,089 — $8,791). Reducing the CFC may improve our ability to attract much-needed new development. A CFC reduction and discount was previously enacted for eligible and approved projects within the Multi-Family Housing Tax Incentive Program. The 2020 budget makes a conservative assumption regarding growth and new ERUs, and a reduction will not have a significant financial impact on the fund. RECOMMENDED ACTION: Recommend the Board approve the code amendment to Mason County Code Chapter 13.31, Section.060, (Al.a.), (G) and (H) regarding Capital Facilities Charges (CFCs) schedule and exceptions. ATTACHMENTS: 1. Ordinance ORDINANCE NO. AN ORDINANCE AMENDING MASON COUNTY CODE CHAPTER 13.31— THE BELFAIR SANITARY SEWER CODE AN ORDINANCE amending Mason County Code Chapter 13.3 1, Section.060, (Al.a.), (G) and(H)regarding Permit Fees and Costs and Capital Facilities Charges(CFCs) schedule and exceptions; WHEREAS,Mason County is resolved to taking steps to improve the financial position of the Belfair Sewer Utility and Fund thereby improving the County's overall financial position; and WHEREAS,the Belfair Sanitary Sewer Code was adopted on January 10, 2012 and included Capital Facilities Charges (CFCs) calculations resulting in a CFC of$16,300; and WHEREAS,Mason County Code, Chapter 17.90 was amended by Ordinance Number 35-17 on June 27, 2017 to include reduced or discounted CFCs for eligible and approved projects within the Multi-Family Housing Tax Incentive Program; and WHEREAS,Mason County contracted with the FCS Group to prepare an Updated Financial Plan for Belfair Sewer System(July 2019)which included an analysis of the Capital Facilities Charge calculation; and WHEREAS,the results of the updated calculation are a CFC of$11,300; and WHEREAS,Mason County Code Chapter 13.3 1, Section.060, (Al.a.), (G) and(H) includes reference to Permit Fees and Costs, and CFC charges and exceptions applicable prior to December 31, 2016 which are no longer relevant; and WHEREAS,Mason County Code Chapter 13.3 1, Section.060(H) CFC charges should be updated to correspond to those in Mason County Code, Chapter 17.90.040; and WHEREAS the Mason County Board of County Commissioners held a public hearing on December 3, 2019 at 9:30 am to receive public comments on these revisions. NOW THEREFORE,BE IT ORDAINED,that the Board of Mason County Commissioners hereby amends Chapter 13.31 of the Mason County Code, "Utilities",by revising Section .060 (Al.a.), (G) and(H)of the Mason County Code, entitled "Belfair Sanitary Sewer Code" to 1. Eliminate reference to permit fees and costs for structures existing prior to December 31, 2011; and 2. Eliminate reference to applicable CFC charges prior to December 31, 2016; 3. Eliminate reference to exceptions; and 4. Eliminate reference to applicable CFC charges after December 31,2016 and replace with language stating the CFC is $11,300 per Equivalent Residential Unit (ERU); and 5. Add CFC language consistent with Mason County Code, Chapter 17.90; and to read as set forth on Exhibit 1, attached hereto and incorporated by reference. DATED this day of 92019 ATTEST: BOARD OF COUNTY COMMISSIONERS MASON COUNTY,WASHINGTON Melissa Drewry, Clerk of the Board Kevin Shutty, Chair APPROVED AS TO FORM: ,, Sharon Trask,Vice Chair Tim to ea ,Ch. DPA Randy Neatherlin, Commissioner Cc: Elected Officials Dept. Heads MASON COUNTY AGENDA ITEM SUMMARY FORM TO: BOARD OF MASON COUNTY COMMISSIONERS From: Diane Sheesley, County Engineer Action Agenda DEPARTMENT: Public Works EXT: 450 COMMISSION MEETING DATE: December 3, 2019 Agenda Item #l�, BRIEFING DATE: October 28, 2019 BRIEFING PRESENTED BY: Loretta Swanson and Diane Sheesley [] ITEM WAS NOT PREVIOUSLY BRIEFED WITH THE BOARD Please provide explanation of urgency: ITEM: Lease Agreement with Verizon Wireless —Hearing BACKGROUND: Verizon Wireless (VAW) LLC dba Verizon Wireless has interest in leasing approximately 1,600 square feet on the Public Works facility property (parcel 42002-21-90010) at 100 W Public Works Drive, Shelton, WA to construct a new unstaffed wireless communications facility that would sit up on the upper portion of the northern section of the property. The agreement would be in effect for 5-years with automatic 4 additional 5-year terms unless the County decides to terminate at the end of the then current term with a written notice 3-month in advance to the end of the then current term. BUDGET IMPACTS: An annual rental payment of $14,400 will be paid in equal monthly installments to Mason County Public Works. The annual rental for the second (2 d) year of the initial term and for each year thereafter will be equal to 102.5% of the annual rental payable. RECOMMENDED ACTION: Recommend the Board of County Commissioner authorize the Chair to execute the lease agreement with Verizon Wireless (VAW) LLC dba Verizon Wireless to construct a new unstaffed wireless communication facility on a portion of Public Works facility property, parcel 42002-21-90010 at 100 W. Public Works Drive, Shelton, WA 98584 and the Memorandum of Land Lease Agreement. ATTACHMENTS: 1. Lease Agreement 2. Memorandum of Land Lease Agreement 3. Aerial Map. LAND LEASE AGREEMENT This Land Lease Agreement (the "Agreement") made this day of 201J between Mason County,Washington,a municipal corporation,with its principal offices located at c/o Frank Pinter, 411 North 5th Street, Shelton, Washington 98584, hereinafter designated LESSOR and Verizon Wireless (VAW) LLC d/b/a Verizon Wireless with its principal offices at One Verizon Way, Mail Stop 4AW100, Basking Ridge, New Jersey 07920 (telephone number 866-862-4404), hereinafter designated LESSEE. LESSOR and LESSEE are at times collectively referred to hereinafter as the"Parties"or individually as the"Party." WITNESSETH In consideration of the mutual covenants contained herein and intending to be legally bound hereby,the Parties hereto agree as follows: 1. GRANT. In accordance with this Agreement, LESSOR hereby grants to LESSEE the right to install, maintain and operate communications equipment ("Use") upon the Premises (as hereinafter defined),which are a part of that real property owned, leased or controlled by LESSOR at 100 West Public Works Drive, Shelton, County of Mason, State of Washington (the "Property"). The Property is legally described on Exhibit "A" attached hereto and made a part hereof. The Premises are a portion of the Property and are approximately 1,600 square feet and are shown in detail on Exhibit"B"attached hereto and made a part hereof. LESSEE may survey the Premises. Upon completion, the survey shall replace Exhibit"B" in its entirety. 2. INITIAL TERM. This Agreement shall be effective as of the date of execution by both Parties ("Effective Date"). The initial term of the Agreement shall be for 5 years beginning on the Commencement Date (as hereinafter defined). The "Commencement Date" shall be the first day of the month after LESSEE begins installation of LESSEE's communications equipment. 3. EXTENSIONS. This Agreement shall automatically be extended for 4 additional 5-year terms unless LESSEE terminates it at the end of the then current term by giving LESSOR written notice of the intent to terminate at least 3 months prior to the end of the then current term. The initial term and all extensions shall be collectively referred to herein as the"Term". 4. RENTAL; EXTENSION RENTALS. (a). Rental payments shall begin on the Commencement Date and be due at a total annual rental of$14,400.00,to be paid in equal monthly installments on the first day of the month, in advance, to LESSOR at 411 North 5th Street, Shelton, Washington 98584 or to such other person, firm, or place as LESSOR may, from time to time, designate in writing at least 30 days in advance of any rental payment date by notice given in accordance with Paragraph 20 below. LESSOR and LESSEE acknowledge and agree that the initial rental payment shall not be delivered by LESSEE until 60 days after the Commencement Date. Upon agreement of the Parties,LESSEE may pay rent by electronic funds transfer and,in such event, LESSOR agrees to provide to LESSEE bank routing information for such purpose upon request of LESSEE. (b). For any party to whom rental payments are to be made, LESSOR or any successor in interest of LESSOR hereby agrees to provide to LESSEE(i)a completed,current version of Internal Revenue Service Form W-9, or equivalent; (ii) complete and fully executed state and local withholding forms if required; and (iii) other documentation to verify LESSOR's or such other party's right to receive rental as I WA4 SPEEDWAYS-2 4837-9949-4055,v.2 is reasonably requested by LESSEE. Rental shall accrue in accordance with this Agreement, but LESSEE shall have no obligation to deliver rental payments until the requested documentation has been received by LESSEE. Upon receipt of the requested documentation, LESSEE shall deliver the accrued rental payments as directed by LESSOR. (c). The annual rental for the second (2nd) year of the initial term and for each year thereafter including any and all extension terms shall be equal to 102.5%of the annual rental payable with respect to the immediately preceding year. 5. ACCESS. LESSEE shall have the non-exclusive right of ingress and egress from a public right-of-way, 7 days a week, 24 hours a day, over the Property to and from the Premises for the purpose of installation, operation and maintenance of LESSEE's communications equipment over or along a 15-foot-wide right-of-way ("Easement"), which shall be depicted on Exhibit "B". LESSEE may use the Easement for the installation, operation and maintenance of wires, cables, conduits and pipes for all necessary electrical, telephone, fiber and other similar support services. In the event it is necessary, LESSOR agrees to grant LESSEE or the provider the right to install such services on,through, over and/or under the Property, provided the location of such services shall be reasonably approved by LESSOR. Notwithstanding anything to the contrary,the Premises shall include such additional space sufficient for LESSEE's radio frequency signage and/or barricades as are necessary to ensure LESSEE's compliance with Laws(as defined in Paragraph 27). 6. CONDITION OF PROPERTY. LESSOR shall deliver the Premises to LESSEE in a condition ready for LESSEE's Use and clean and free of debris. LESSOR represents and warrants to LESSEE that as of the Effective Date,the Premises(a)in compliance with all Laws;and (b) in compliance with all EH&S Laws (as defined in Paragraph 24). 7. IMPROVEMENTS. The communications equipment including, without limitation, the tower structure, antennas, conduits, fencing and other screening, and other improvements shall be at LESSEE's expense and installation shall be at the discretion and option of LESSEE. LESSEE shall have the right to replace, repair, add or otherwise modify its communications equipment, tower structure, antennas, conduits,fencing and other screening, or other improvements or any portion thereof and the frequencies over which the communications equipment operates, whether or not any of the communications equipment,antennas, conduits or other improvements are listed on any exhibit. 8. GOVERNMENT APPROVALS. LESSEE's Use is contingent upon LESSEE obtaining all of the certificates, permits and other approvals(collectively the"Government Approvals")that may be required by any Federal,State or Local authorities(collectively,the"Government Entities")as well as a satisfactory soil boring test, environmental studies, or any other due diligence LESSEE chooses that will permit LESSEE's Use. LESSOR shall cooperate with LESSEE in its effort to obtain such approvals and shall take no action which would adversely affect the status of the Property with respect to LESSEE's Use. 9. TERMINATION. LESSEE may, unless otherwise stated, immediately terminate this Agreement upon written notice to LESSOR in the event that (i) any applications for such Government Approvals should be finally rejected; (ii) any Government Approval issued to LESSEE is canceled, expires, lapses or is otherwise withdrawn or terminated by any Government Entity; (iii) LESSEE determines that such Government Approvals may not be obtained in a timely manner; (iv) LESSEE determines any structural analysis is unsatisfactory; (v) LESSEE, in its sole discretion, determines the Use of the Premises is obsolete or unnecessary;(vi)with 3 months prior notice to LESSOR, upon the annual anniversary of the 2 WA4 SPEEDWAYS-2 4837-9949-4055,v.2 Commencement Date; or (vii) at any time before the Commencement Date for any reason or no reason in LESSEE's sole discretion. 10. INDEMNIFICATION.Subject to Paragraph 11, LESSEE, its successors and assigns,will protect, save,and hold harmless the County, its authorized agents and employees,from all claims, actions, costs,damages(both to persons and/or property),or expenses of any nature whatsoever by reason of the acts or omissions of the LESSEE,its assigns,subtenants,agents,contractors, licensees, invitees,employees,or any person whomsoever,arising out of or in connection with any acts or activities related to the Agreement,whether those claims,actions,costs,damages,or expenses result from acts or activities occurring on or off the Leased Premises. The LESSEE further agrees to defend the County, its agents or employees, in any litigation, including payment of any costs or attorney's fees,for any claims or actions commenced,arising out of, or in connection with acts or activities related to this Agreement,whether those claims,actions,costs, damages,or expenses result from acts or activities occurring on or off the Leased Premises. This obligation shall not include such claims,actions,costs, damages,or expenses which may be caused by the negligence of the County or its authorized agents or employees; provided,that if the claims or damages are caused by or a result from the concurrent negligence of(a)County, its agents or employees and (b)the LESSEE,its assigns,subtenants,agents, contractors, licensees,invitees,employees,or involves those actions covered by RCW 4.24.115,this indemnity provision shall be valid and enforceable only to the extent of the negligence of the LESSEE or its assigns,subtenants, agents,contractors, licensees,invitees, employees. LESSEE specifically assumes potential liability for the actions brought by LESSEE's employees and solely for the purposes of this indemnification and defense, LESSEE specifically waives any immunity under the State industrial insurance law,Title 51 RCW. LESSEE recognizes that this waiver was the subject of mutual negotiations. The indemnification and waiver provisions contained in this section shall survive the termination or expiration of this Agreement. 11. INSURANCE. LESSEE shall furnish and maintain all insurance as required herein and comply with all limits,terms,and conditions stipulated therein, at their expense,for the duration of the Agreement,following is a list of requirements for this Agreement. Occupation under this Agreement shall not commence until evidence of all required insurance is provided to the County. The LESSEE's insurer shall have a minimum A.M. Best's rating of A-VII and shall be licensed,authorized,or permitted to do business in the State of Washington. Evidence of such insurance shall consist of a completed copy of the certificate of insurance,signed by the insurance agent for LESSEE and returned to the County Department with whom the Agreement is executed. Upon receipt of notice from its insurer(s), LESSEE shall provide the County with thirty(30)days' prior written notice of cancellation of any coverage required herein. The policy shall be endorsed to include the County as an additional insured as their interest may appear under this Agreement and the certificate shall reflect that the County is an additional insured on LESSEE's general liability policy with respect to activities under the Agreement. The policy shall be primary insurance and any insurance or self-insurance carried by the County shall be excess and not contributory insurance to that provided by the LESSEE. The LESSEE shall not occupy, nor shall the LESSEE allow any other persons and/or personal property on leased property until a Certificate of Insurance, meeting the requirements set forth herein, has been approved by the County and filed with the department with whom the Agreement is executed. 3 WA4 SPEEDWAYS-2 4837-9949-4055,v.2 Failure of the LESSEE to fully comply with the insurance requirements set forth herein, during the term of the Agreement,shall be considered a material breach of contract and cause for immediate termination of the Agreement at the County's discretion. Providing coverage in the amounts listed shall not be construed to relieve the LESSEE from liability in excess of such amounts. REQUIRED COVERAGE:The insurance shall provide the coverage as set forth below: (a). GENERAL LIABILITY INSURANCE: The LESSEE shall have General Liability with limits of$2,000,000.00 per occurrence and$2,000,000.00 general aggregate, including products/completed operations, personal and advertising injury,fire legal liability and medical expense. (b). ADDITIONAL INSURED ENDORSEMENT: General Liability Insurance must state that Mason County,it's officers,agents,and employees will be included as an additional insured as their interest may appear under this Agreement for all coverage provided by this policy of insurance and shall be fully and completely protected by this policy from all claims. Language such as the following should be used "Mason County, Its Officers And Employees Are Included As Additional Insured." 12. LIMITATION OF LIABILITY. Except for indemnification pursuant to Paragraphs 10 and 24, a violation of Paragraph 29,or a violation of law, neither Party shall be liable to the other, or any of their respective agents, representatives, or employees for any lost revenue, lost profits, loss of technology, rights or services, incidental, punitive, indirect, special or consequential damages, loss of data, or interruption or loss of use of service, even if advised of the possibility of such damages, whether under theory of contract,tort(including negligence),strict liability or otherwise. 13. INTERFERENCE. (a). LESSEE agrees that LESSEE will not cause interference that is measurable in accordance with industry standards to LESSOR's equipment. LESSOR agrees that LESSOR and other occupants of the Property will not cause interference that is measurable in accordance with industry standards to the then existing equipment of LESSEE. (b). Without limiting any other rights or remedies, if interference occurs and continues for a period in excess of 48 hours following notice to the interfering party via telephone to LESSEE's Network Operations Center(at(800)224-6620/(800)621-2622)or to LESSOR at(360)427-9670 x530,the interfering party shall or shall require any other user to reduce power or cease operations of the interfering equipment until the interference is cured. (c). The Parties acknowledge that there will not be an adequate remedy at law for noncompliance with the provisions of this Paragraph and therefore the Parties shall have the right to equitable remedies such as,without limitation, injunctive relief and specific performance. 14. REMOVAL AT END OF TERM. Upon expiration or within 90 days of earlier termination, LESSEE shall remove LESSEE's Communications Equipment (including footings) and restore the Premises to its original condition, reasonable wear and tear and casualty damage excepted. LESSOR agrees and acknowledges that the communications equipment shall remain the personal property of LESSEE and LESSEE shall have the right to remove the same at any time during the Term, whether or not said items 4 WA4 SPEEDWAYS-2 4837-99494055,v.2 are considered fixtures and attachments to real property under applicable laws. If such time for removal causes LESSEE to remain on the Premises after termination of the Agreement,LESSEE shall pay rent at the then existing monthly rate or on the existing monthly pro-rata basis if based upon a longer payment term, until the removal of the communications equipment is completed. 15. HOLDOVER. If upon expiration of the Term the Parties are negotiating a new lease or a lease extension,then this Agreement shall continue during such negotiations on a month-to-month basis at the rental in effect as of the date of the expiration of the Term, subject to the annual increase. In the event that the Parties are not in the process of negotiating a new lease or lease extension and LESSEE holds over after the expiration or earlier termination of the Term,then LESSEE shall pay rent at the then existing monthly rate or on the existing monthly pro-rata basis if based upon a longer payment term,until the removal of the communications equipment is completed. 16. [INTENTIONALLY DELETED.] 17. RIGHTS UPON SALE. Should LESSOR, at any time during the Term, decide (i) to sell or otherwise transfer all or any part of the Property, or (ii) to grant to a third party by easement or other legal instrument an interest in and to any portion of the Premises, such sale, transfer, or grant of an easement or interest therein shall be under and subject to this Agreement and any such purchaser or transferee shall recognize LESSEE's rights hereunder. In the event that LESSOR completes any such sale, transfer,or grant described in this Paragraph without executing an assignment of the Agreement whereby the third party agrees in writing to assume all obligations of LESSOR under this Agreement,then LESSOR shall not be released from its obligations to LESSEE under this Agreement,and LESSEE shall have the right to look to LESSOR and the third party for the full performance of the Agreement. 18. LESSOR'S TITLE. LESSOR covenants that LESSEE, on paying the rent and performing the covenants herein,shall peaceably and quietly have, hold and enjoy the Premises. LESSOR represents and warrants to LESSEE as of the Effective Date and covenants during the Term that LESSOR has full authority to enter into and execute this Agreement and that there are no liens,judgments, covenants, easement, restrictions or other impediments of title that will adversely affect LESSEE's Use. 19. ASSIGNMENT.Without any approval or consent of the other Party,this Agreement may be sold, assigned or transferred by either Party to (i) any entity in which the Party directly or indirectly holds an equity or similar interest; (ii) any entity which directly or indirectly holds an equity or similar interest in the Party; or (iii) any entity directly or indirectly under common control with the Party. LESSEE may assign this Agreement to any entity which acquires all or substantially all of LESSEE's assets in the market defined by the FCC in which the Property is located by reason of a merger, acquisition or other business reorganization without approval or consent of LESSOR.As to other parties,this Agreement may not be sold, assigned or transferred without the written consent of the other Party, which such consent will not be unreasonably withheld, delayed or conditioned. No change of stock ownership, partnership interest or control of LESSEE or transfer upon partnership or corporate dissolution of either Party shall constitute an assignment hereunder. LESSEE may sublet the Premises in LESSEE's sole discretion. 20. NOTICES. Except for notices permitted via telephone in accordance with Paragraph 13, all notices hereunder must be in writing and shall be deemed validly given if sent by certified mail, return receipt requested or by commercial courier,provided the courier's regular business is delivery service and provided further that it guarantees delivery to the addressee by the end of the next business day following 5 WA4 SPEEDWAYS-2 4837-9949-4055,v.2 the courier's receipt from the sender, addressed as follows (or any other address that the Party to be notified may have designated to the sender by like notice): LESSOR: Mason County,Washington c/o Frank Pinter 411 North 5`h Street Shelton,Washington 98584 LESSEE: Verizon Wireless(VAW) LLC d/b/a Verizon Wireless 180 Washington Valley Road Bedminster, New Jersey 07921 Attention: Network Real Estate Notice shall be effective upon actual receipt or refusal as shown on the receipt obtained pursuant to the foregoing. 21. [INTENTIONALLY DELETED.] 22. DEFAULT. It is a "Default" if(i) either Party fails to comply with this Agreement and does not remedy the failure within 30 days after written notice by the other Party or, if the failure cannot reasonably be remedied in such time,if the failing Party does not commence a remedy within the allotted 30 days and diligently pursue the cure to completion within 90 days after the initial written notice,or(ii) LESSOR fails to comply with this Agreement and the failure interferes with LESSEE's Use and LESSOR does not remedy the failure within 5 days after written notice from LESSEE or, if the failure cannot reasonably be remedied in such time,if LESSOR does not commence a remedy within the allotted 5 days and diligently pursue the cure to completion within 15 days after the initial written notice. The cure periods set forth in this Paragraph 22 do not extend the period of time in which either Party has to cure interference pursuant to Paragraph 13 of this Agreement. 23. REMEDIES. In the event of a Default, without limiting the non-defaulting Party in the exercise of any right or remedy which the non-defaulting Party may have by reason of such default, the non-defaulting Party may terminate this Agreement and/or pursue any remedy now or hereafter available to the non-defaulting Party under the Laws or judicial decisions of the state in which the Property is located. Further, upon a Default,the non-defaulting Party may at its option (but without obligation to do so), perform the defaulting Party's duty or obligation. The costs and expenses of any such performance by the non-defaulting Party shall be due and payable by the defaulting Party upon invoice therefor. If LESSEE undertakes any such performance on LESSOR's behalf and LESSOR does not pay LESSEE the full undisputed amount within 30 days of its receipt of an invoice setting forth the amount due, LESSEE may offset the full undisputed amount due against all fees due and owing to LESSOR under this Agreement until the full undisputed amount is fully reimbursed to LESSEE. 24. ENVIRONMENTAL.LESSEE shall conduct its business in compliance with all applicable laws governing the protection of the environment or employee health and safety("EH&S Laws"). LESSEE shall indemnify and hold harmless the LESSOR from claims to the extent resulting from LESSEE's violation of any applicable EH&S Laws or to the extent that LESSEE causes a release of any regulated substance to the environment. LESSOR shall indemnify and hold harmless LESSEE from all claims resulting from the violation of any applicable EH&S Laws or a release of any regulated substance to the environment except 6 WA4 SPEEDWAYS-2 4837-9949-4055,v.2 to the extent resulting from the activities of LESSEE. The Parties recognize that LESSEE is only leasing a small portion of LESSOR's property and that LESSEE shall not be responsible for any environmental condition or issue except to the extent resulting from LESSEE's specific activities and responsibilities. In the event that LESSEE encounters any hazardous substances that do not result from its activities, LESSEE may relocate its facilities to avoid such hazardous substances to a mutually agreeable location or,if LESSEE desires to remove at its own cost all or some of the hazardous substances or materials (such as soil) containing those hazardous substances, LESSOR agrees to sign any necessary waste manifest associated with the removal,transportation and/or disposal of such substances. 25. CASUALTY. If a fire or other casualty damages the Property or the Premises and impairs LESSEE's Use,rent shall abate until LESSEE's Use is restored. If LESSEE's Use is not restored within 45 days, LESSEE may terminate this Agreement. 26. CONDEMNATION. If a condemnation of any portion of the Property or Premises impairs LESSEE's Use, LESSEE may terminate this Agreement. LESSEE may on its own behalf make a claim in any condemnation proceeding involving the Premises for losses related to LESSEE's communications equipment, relocation costs and, specifically excluding loss of LESSEE's leasehold interest, any other damages LESSEE may incur as a result of any such condemnation. 27. APPLICABLE LAWS. During the Term, LESSOR shall maintain the Property in compliance with all applicable laws, EH&S Laws, rules, regulations, ordinances, directives, covenants, easements, consent decrees,zoning and land use regulations, and restrictions of record, permits, building codes, and the requirements of any applicable fire insurance underwriter or rating bureau, now in effect or which may hereafter come into effect(including,without limitation,the Americans with Disabilities Act and laws regulating hazardous substances) (collectively "Laws"). LESSEE shall, in respect to the condition of the Premises and at LESSEE's sole cost and expense,comply with (i)all Laws relating solely to LESSEE's specific and unique nature of use of the Premises; and (ii) all building codes requiring modifications to the Premises due to the improvements being made by LESSEE in the Premises. It shall be LESSOR's obligation to comply with all Laws relating to the Property, without regard to specific use (including, without limitation, modifications required to enable LESSEE to obtain all necessary building permits). 28. TAXES. (a). LESSOR shall invoice and LESSEE shall pay any applicable transaction tax (including sales,use,gross receipts,or excise tax)imposed on the LESSEE and required to be collected by the LESSOR based on any service, rental space,or equipment provided by the LESSOR to the LESSEE. LESSEE shall pay all personal property taxes, fees, assessments, or other taxes and charges imposed by any Government Entity that are imposed on the LESSEE and required to be paid by the LESSEE that are directly attributable to the LESSEE's equipment or LESSEE's use and occupancy of the Premises., Payment shall be made by LESSEE within 60 days after presentation of a receipted bill and/or assessment notice which is the basis for such taxes or charges. LESSOR shall pay all ad valorem, personal property, real estate,sales and use taxes, fees, assessments or other taxes or charges that are attributable to LESSOR's Property or any portion thereof imposed by any Government Entity. (b). LESSEE shall have the right, at its sole option and at its sole cost and expense, to appeal,challenge or seek modification of any tax assessment or billing for which LESSEE is wholly or partly responsible for payment. LESSOR shall reasonably cooperate with LESSEE at LESSEE's expense in filing, prosecuting and perfecting any appeal or challenge to taxes as set forth in the preceding sentence, 7 WA4 SPEEDWAYS-2 4837-9949-4055,v.2 including but not limited to, executing any consent, appeal or other similar document. In the event that as a result of any appeal or challenge by LESSEE,there is a reduction,credit or repayment received by the LESSOR for any taxes previously paid by LESSEE, LESSOR agrees to promptly reimburse to LESSEE the amount of said reduction,credit or repayment. In the event that LESSEE does not have the standing rights to pursue a good faith and reasonable dispute of any taxes under this paragraph, LESSOR will pursue such dispute at LESSEE's sole cost and expense upon written request of LESSEE. (c). LESSEE shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance and payment of this Agreement; including (if applicable), but not limited to, Washington State Leasehold Excise Tax, currently at a rate of twelve and 84/100 percent (12.84%). The parties agree and acknowledge that LESSEE does not pay leasehold excise tax on a per- lease basis but is instead centrally assessed for its leasehold interest in Washington State by the Washington State Department of Revenue ("DOR"). LESSEE will pay the leasehold excise tax due for this Agreement directly to the DOR. 29. NON-DISCLOSURE. The Parties agree this Agreement and any information exchanged between the Parties regarding the Agreement are confidential.The Parties agree not to provide copies of this Agreement or any other confidential information to any third party without the prior written consent of the other or as required by law. If a disclosure is required by law, prior to disclosure, the Party shall notify the other Party and cooperate to take lawful steps to resist, narrow, or eliminate the need for that disclosure. 30. MOST FAVORED LESSEE. LESSOR represents and warrants that the rent, benefits and terms and conditions granted to LESSEE by LESSOR hereunder are now and shall be, during the Term, no less favorable than the rent, benefits and terms and conditions for substantially the same or similar tenancies or licenses granted by LESSOR to other parties. If at any time during the Term LESSOR shall offer more favorable rent, benefits or terms and conditions for substantially the same or similar tenancies or licenses as those granted hereunder, then LESSOR shall, within 30 days after the effective date of such offering, notify LESSEE of such fact and offer LESSEE the more favorable offering. If LESSEE chooses,the parties shall then enter into an amendment that shall be effective retroactively to the effective date of the more favorable offering,and shall provide the same rent,benefits or terms and conditions to LESSEE. LESSEE shall have the right to decline to accept the offering. LESSOR's compliance with this requirement shall be subject,at LESSEE's option,to independent verification. 31. MISCELLANEOUS.This Agreement contains all agreements,promises and understandings between the LESSOR and the LESSEE regarding this transaction, and no oral agreement, promises or understandings shall be binding upon either the LESSOR or the LESSEE in any dispute, controversy or proceeding.This Agreement may not be amended or varied except in a writing signed by all Parties.This Agreement shall extend to and bind the heirs, personal representatives, successors and assigns hereto. The failure of either party to insist upon strict performance of any of the terms or conditions of this Agreement or to exercise any of its rights hereunder shall not waive such rights and such party shall have the right to enforce such rights at any time. The performance of this Agreement shall be governed, interpreted, construed and regulated by the laws of the state in which the Premises is located without reference to its choice of law rules. Except as expressly set forth in this Agreement, nothing in this Agreement shall grant,suggest or imply any authority for one Party to use the name,trademarks,service marks or trade names of the other for any purpose whatsoever.LESSOR agrees to execute a Memorandum of this Agreement,which LESSEE may record with the appropriate recording officer.The provisions of the 8 WA4 SPEEDWAYS-2 4837-9949-4055,v.2 Agreement relating to indemnification from one Party to the other Party shall survive any termination or expiration of this Agreement. IN WITNESS WHEREOF,the Parties hereto have set their hands and affixed their respective seals the day and year first above written. LESSOR: Mason County,Washington, a municipal corporation By: Name: Title: Date: LESSEE: Verizon Wireless(VAW) LLC d/b/a Verizon Wireless By: Name: Title: Date: 9 WA4 SPEEDWAYS-2 4837-9949-4055,v.2 LESSOR ACKNOWLEDGMENT STATE OF ) ss. COUNTY OF ) On this day of 201 before me,a Notary Public in and for the State of personally appeared , personally known to me(or proved to me on the basis of satisfactory evidence)to be the person who executed this instrument,on oath stated that He/She was authorized to execute the instrument,and acknowledged it as the of Mason County,Washington,a municipal corporation,to be the free and voluntary act and deed of said party for the uses and purposes mentioned in the instrument. IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day and year first above written. NOTARY PUBLIC in and for the State of residing at My appointment expires Print Name 10 WA4 SPEEDWAYS-2 4837-9949-4055,v.2 STATE OF WASHINGTON ) ss. COUNTY OF KING ) On this day of 201 before me,a Notary Public in and for the State of Washington, personally appeared , personally known to me(or proved to me on the basis of satisfactory evidence)to be the person who executed this instrument,on oath stated that he was authorized to execute the instrument,and acknowledged it as the of Verizon Wireless(VAW) LLC d/b/a Verizon Wireless,to be the free and voluntary act and deed of said party for the uses and purposes mentioned in the instrument. IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day and year first above written. NOTARY PUBLIC in and for the State of WA, residing at My appointment expires Print Name 11 WA4 SPEEDWAYS-2 4837-9949-4055,v.2 EXHIBIT"A" DESCRIPTION OF PROPERTY Lot 1 of Short Subdivision No. 3123, recorded December 4, 2018, in Volume 4 of Short Plats,page 56, Auditor's File No.2103192, and being a portion of the North half(N 1/2)of Section 2,Township 20 North, Range 4 West,W.M. Parcel No.42002 21 90010 12 WA4 SPEEDWAYS-2 4837-9949-4055,v.2 EXHIBIT"B" SITE PLAN OF THE PREMISES (See attached) 13 WA4 SPEEDWAYS-2 4837-9949-4055,v.2 A a cow W J A y A[rot'1 g� WA4 SPEEDWAY —____ _ i __ _ 11� vwizow PROPERTY LINE _ < n( I PROPERTYLINE --- - ---- _. N 100 W PUBLIC WORKS DR , 894.84'587.52'35 E x821.80'68r5rt1'E PROPERTY LINE --' '— —• tJ SHELTON,WA 98584 t676'-8- LI 760.9r S87-57-41-E SE BACK MASON COUNTY �-�OF PR�ISDOSQ.FTJ LE _ASE �lBpCK 11 , 16� Y m 11 373 8i APPROXIMATE LOCATION N 1 �F F" OF LESSEE'S 2C WIDE ^; PROPERTY UNE SUBJECT PARCEL I I ACCESS EASEMENT t» 1 N8T23'W-W APN:t2002.21.90D10 1 T- ZONING:72 I I K} 80'PUBLIC WORKS t DRIVE,COUNTY ROAD PROJECT#1901 11 S I 1 1 b -f- SEI"' 1 I I I$m PROPERTY ' 0�N7N,!2383' PROPERTY L1HE 2611 1 , LINE 313.88• ' 0��y�p 'b7T�y LINE R-630.00', 5TW I i I N87'20'25^N I��vt L-278.48' w-- 1 I Ow ..._...__......—.._�- Po 2PROPERTY LINE 1 313.88.987.265rE I , I PROPERTY LINE ISO 2 680.03N872258'W I ; Lam__.-��.-_��.�_.��-._ I� 1 I 1 i 0. I ei 1 1 W DAYTON AIRPORT RD(SR 102) ------_ _ PROPERTY LINE 1 LEASE EXHIBIT 6001 N87.23VM FILED FOR RECORD AT REQUEST OF AND WHEN RECORDED RETURN TO: Tock&Corl, PLLC Attn: S.Ward 1425 Western Ave.,Suite 104 Seattle,WA 98101 Space above this line is for Recorder's use. Memorandum of Land Lease Agreement Grantor: Mason County, Washington, a municipal corporation Grantee: Verizon Wireless (VAW) LLC d/b/a Verizon Wireless Legal Description: Lot 1 of Short Subdivision No. 3123, portion of N %of Section 2, T20N, R4W, W.M. County of Mason, State of Washington Official legal description attached as Exhibit A Assessor's Tax Parcel ID#: 42002 2190010 Reference# (if applicable): N/A 1 WA4 SPEEDWAYS-2 4834-7659-9463,v.1 MEMORANDUM OF LAND LEASE AGREEMENT Washington, a municipal corporation ("Lessor"), and Verizon Wireless (VAW) LLC d/b/a Verizon Wireless ("Lessee"),for certain real property located at 100 West Public Works Drive, Shelton, County of Mason, State of Washington, within the property of Lessor which is described in Exhibit "A" attached hereto ("Legal Description"),together with a right of access and to install and maintain utilities,for an initial term of five (5) years commencing as provided for in the Agreement, which term is subject to Lessee's rights to extend the term of the Agreement as provided in the Agreement. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 2 WA4 SPEEDWAYS-2 4834-7659-9463,v.1 LESSOR: Mason County, Washington, a municipal corporation By: Name: Title: Date: LESSEE: Verizon Wireless(VAW) LLC d/b/a Verizon Wireless By: Name: Title: Date: Exhibit "A"— Legal Description 3 WA4 SPEEDWAYS-2 4834-7659-9463,v. 1 LESSOR ACKNOWLEDGMENT STATE OF ) ss. COUNTY OF ) On this day of 201 before me, a Notary Public in and for the State of personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person who executed this instrument, on oath stated that He/She was authorized to execute the instrument, and acknowledged it as the of Mason County, Washington, a municipal corporation,to be the free and voluntary act and deed of said party for the uses and purposes mentioned in the instrument. IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day and year first above written. NOTARY PUBLIC in and for the State of residing at My appointment expires Print Name 4 WA4 SPEEDWAYS-2 4834-7659-9463,v.1 STATE OF WASHINGTON ) ss. COUNTY OF KING ) On this day of , 201J before me, a Notary Public in and for the State of Washington, personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence)to be the person who executed this instrument, on oath stated that he was authorized to execute the instrument, and acknowledged it as the of Verizon Wireless (VAW) LLC d/b/a Verizon Wireless,to be the free and voluntary act and deed of said party for the uses and purposes mentioned in the instrument. IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day and year first above written. NOTARY PUBLIC in and for the State of WA, residing at My appointment expires Print Name 5 WA4 SPEEDWAYS-2 4834-7659-9463,v. 1 EXHIBIT"A" DESCRIPTION OF PROPERTY Lot 1 of Short Subdivision No. 3123, recorded December 4, 2018, in Volume 4 of Short Plats, page 56, Auditor's File No. 2103192,and being a portion of the North half(N 1/2)of Section 2, Township 20 North, Range 4 West,W.M. Parcel No.42002 21 90010 6 WA4 SPEEDWAYS-2 4834-7659-9463,v. 1 V r a : + Parcel Number: 420022190010 ` Parcel Number: 420022190010 cription: L 1 OF SP #3123 AF N OF E 1/2 NW & W112 NE 45/104-105 Size in Acres: .61 Information may e outdated, please visit Ta sifter for up to date informa 'on. Owner: MASON COUN Y, MASON COUNTY COU THOUSE 411 N5th ST ` 400 Section. 2 Range: 4W Township: 20N MASON COUNTY AGENDA ITEM SUMMARY FORM TO: BOARD OF MASON COUNTY COMMISSIONERS From: Diane Sheesley, County Engineer Action Agenda DEPARTMENT: Public Works EXT: 450 COMMISSION MEETING DATE: December 3, 2019 Agenda Item #/v. BRIEFING DATE: October 28, 2019 BRIEFING PRESENTED BY: Loretta Swanson and Diane Sheesley [] ITEM WAS NOT PREVIOUSLY BRIEFED WITH THE BOARD Please provide explanation of urgency: ITEM: Franchise Agreement Applications for Multiple Water Systems—Hearing BACKGROUND: There are numerous private water systems in the county with franchise agreements that are either expired or will expire in the near future. To be more efficient and reduce the number of hearings, Public Works is"bundling"water system franchise renewals. Public Works is also taking the opportunity to review and update franchise language for those agreements that have expired, including a provision for automatic renewal for up to three 10-year terms. The first round of water systems that have re-applied for franchise agreements and to be considered include: Belfair Water District #1 Lake Limerick Water System LLCC Trails End Water District #2 Cherokee Strip HOA &Water Collins Lake Community Club Kamilche Point Community Club Shorecrest Estates Water Company Star Lake Community Club Holiday Beach Home Tracts W/S BUDGET IMPACT: Applications are not considered "new"and applicants have paid $300 for each re-application or renewal of their respective franchises. PUBLIC OUTREACH: The public will be notified through the normal public hearing notice process. Public Works Staff has communicated with the water districts and systems via email, phone call, and/or letter through their boards and/or committees. RECOMMENDED OR REQUESTED ACTION: Recommend the Board approve the franchise agreement applications between Mason County and Belfair Water District #1, Trails End Water District #2, Cherokee Strip HOA &Water, Collins Lake Community Club, Kamilche Point Community Club, Lake Limerick Water System LLCC, Shorecrest Estates Water Company, Star Lake Community Club and Holiday Beach Home Tracts W/S, granting permission to run the utility lines under and across county road rights of way. Attachments: 1. Franchise Agreements IN THE MATTER OF THE APPLICATION OF Belfair Water District#1 FOR A FRANCHISE PERMIT TO CONSTRUCT, OPERATE,AND MAINTAIN Above ground and underground Water System and appurtenances UTILITY FACILITIES, OVER,ALONG AND UNDER COUNTY ROADS AND HIGHWAYS LOCATED IN MASON COUNTY, WASHINGTON Application of(Name of Operator) Belfair Water District#1, doing business in Washington as, Belfair Water District#1 with its principal offices located at NE 22451 Highway 3,Belfair, Washington 98528 3 by and through (person authorized to act for and on behalf of applicant) Dale Webb , for a franchise to construct, operate and maintain (description of type) Water utility facilities in,over,along and under county roads and highways in Mason County,Washington,as set forth in attached Exhibit `B" (Franchise Area), having come on regularly for hearing before the County Commissioners of Mason County, Washington, on the day of 20 , at the hour of ' under the provisions of RCW 36.55, RCW 80.32.010 and RCW 80.36.040, and it appearing to the Board that notice of said hearing has been duly given as required by law, and that it is in the public interest to allow the franchise herein granted; NOW THEREFORE, IT IS ORDERED that a non-exclusive franchise be,and the same is hereby given and granted to Operator,and its successors and assigns,hereinafter referred to as the Franchisee, for a period of 10 years with automatic renewal at the end of each term of 10 years unless either party gives the other written notice of termination at least 30 days prior to the end of the relevant term. (no more than ten years each term and can only be renewed 3 times)from and after the date of the entry of this order for the purposes, at the location(s), and upon the express terms and conditions as described herein. I. DEFINITIONS For the purposes of this franchise,terms,phrases,words,and their derivations not defined herein that are defined in Title 12 of the Mason County Code or the Manual on Accommodating Utilities in the Mason County Right-of-Way published by the County Engineer(the"Manual"),shall have the same meaning or be interpreted as provided in Title 12 of the Mason County Code or the Manual. Words not defined here, in Title 12 of the Mason County Code or the Manual shall have their ordinary meaning. A reference to Title 12 of the Mason County Code or the Manual refers to the same as may be amended,revised,updated, re-enacted or re-codified from time to time. II. GRANT The County of Mason hereby grants to the Franchisee a non-exclusive franchise which,once it becomes effective shall authorize the Franchisee to enter upon the road rights-of-way located 1 within the Franchise Area identified in attached Exhibit`B", for the purpose of installing, constructing,maintaining,repairing,replacing, adjusting,relocating and operating the utility facilities, which grant shall be limited to the following described purpose(s): Water System and appurtenances. Such grant is subject to and must be exercised in strict accordance with and subject to this franchise, Title 12 of the Mason County Code, the Manual and all applicable laws, rules, regulations and ordinances. Franchisee's exercise of any rights granted pursuant to the franchise is subject to the exercise of the County's police powers,and other regulatory powers as it may have or obtain in the future. No rights shall pass to the franchisee by implication. This franchise does not include permission to enter into or upon the road rights-of-way for any purposes others than the purposes expressly described herein. Permittee has a duty to notify the County of any change in use or condition of the utility facilities that may affect the status of the utility facilities or the impact of the utility facilities upon the road rights-of-way. III. UTILITY PERMIT REQUIRED Franchisee shall not commence or perform work(hereafter"Work")to install,construct,maintain repair, replace adjust, connect, disconnect, rebuild, or relocate its utility facilities within the road rights-of-way,without first applying for,paying all associated fees,and obtaining a utility permit as required pursuant to Title 12 of the Mason County Code. In any utility permit so issued,the County may impose,as a condition of the granting the utility permit,such conditions and regulations as may be necessary for the protection,preservation and management of the road rights-of-way,including, by way of example and not limitation, for the purpose of protecting any structures in the road rights-of-way, maintaining proper distance from other utilities, ensuring the proper restoration of such road rights-of-way and structures,and for the protection of the County and the public and the continuity of pedestrian and vehicular traffic. Franchisee shall first file with the County Engineer its application for a utility permit to do such Work together with plans and specifications in triplicate showing at a minimum: A.The position,depth and location of all such utility facilities sought to be constructed,laid, installed or erected at that time,showing their relative position to existing county roads,rights-of-way or other county property upon plans drawn to scale,hereinafter collectively referred to as the"map of definite location; B. The class and type of material and equipment to be used, manner of excavation, construction,installation,backfill,erection of temporary structures,erection of permanent structures, traffic control,traffic turnouts and road obstructions; C. The manner in which the utility facility is to be installed; D. Measures to be taken to preserve safe and free flow of traffic; 2 E. Structural integrity of the roadway,bridge, or other structure; F. Specifications for the restoration of the county road,right-of-way or other county property in the event that the road right of way will be disturbed by the Work; and G. Provision for ease of future road maintenance and appearance of the roadway. Provision shall be made for known or planned expansion of the utility facilities,particularly those located underground or attached to bridges or other structures within the road right-of-way. The location, alignment and depth of the utility facilities shall conform with said map of definite location, except in instances in which deviation may be allowed thereafter in writing by the County Engineer pursuant to application by Franchisee. All such Work shall be subject to the approval of and shall pass the inspection of the County Engineer.The Franchisee shall pay all costs of and expenses incurred in the examination,inspection and approval of such work on account of granting the said utility permits. IV. RESTORATION OF ROAD RIGHT OF WAY In any Work which disturbs or causes damage to the road rights-of-way subject to this franchise, public or private property, the Franchisee shall at its own expense and with all convenient speed, complete the work to repair and restore the county road right-of-way, or the public or private property so disturbed or damaged, and leave the same in as good or better condition as before the Work was commenced,to the reasonable satisfaction of the County Engineer. The Franchisee shall pay all costs of and expenses incurred in the examination, inspection and approval of such restoration or repair. The County Commissioners and/or County Engineer may at any time do,order or have done any and all work that they consider necessary to restore to a safe condition such County road right-of-way or other County property left by the Franchisee or its agents in a condition dangerous to life or property, and the Franchisee, upon demand, shall pay to the County all costs of such work. V. FRANCHISEE WORK IN RIGHT OF WAY Franchisee expressly agrees and understands that,with regard to Work within the road rights-of-way: A. All of Franchisee's utility facilities and Work within the road rights-of-way or other County property shall be in compliance with the provisions of Title 12 MCC, the Manual, the administrative regulations adopted by the County Engineer,other County established requirements for placement of utility facilities in road rights-of-way, including the specific location of utility facilities in the road rights-of-way, and all applicable laws, rules, regulations and ordinances; B. In preparing plans and specifications for Work of utility facilities in the road rights-of- 3 way the Franchisee shall use the Manual. Prior to commencement of work in the road rights-of-way, Franchisee shall submit such plans and specifications to the Mason County Engineer for review and approval together with adequate exhibits depicting existing or proposed location of the utility facility in relation to-the road, including right-of-way or easement lines;relationship to currently planned road revisions,if applicable; and all locations and situations for which deviations in depth of cover (including the proposed method of protection)or other locational standards that are anticipated; C. All Work to utility facilities located within the road rights-of-way or other county property subject to this franchise shall be done in such a manner as not to interfere, other than in ways approved by the County, with the construction, operation and maintenance of other utilities, public or private, drains, drainage ditches and structures, irrigation ditches and structures, located therein,nor with the grading or improvements of such County roads,rights-of-way or other County property; D. The owners and operators 'of all utility facilities (public or private) installed in the Franchise Area or other county property prior in time to the utility facilities of the Franchisee,shall have preference as to the alignment and location of such utilities so installed with respect to the Franchisee. Such preference shall continue in the event of the necessity of relocating or changing the grade of any such county road or right-of-way; E. Franchisee shall perform the Work and operate its utility facilities in a manner that minimizes interference with the use of the road rights-of-way by others,including others that maybe installing utility facilities; and F. The County may require that Franchisee's utility facilities be installed at a particular time, at a specific place,or in a particular manner as a condition of access to a particular road right-of-way; may deny access if a Franchisee is not willing to comply with the County's requirements; and may remove, or require removal of, any utility facility that is not installed in compliance with the requirements established by the County,or which is installed without prior County approval of the time, place, or manner of installation and charge the Franchisee for all the costs associated with removal; and may require Franchisee to cooperate with others to minimize adverse impacts on the road rights-of-way through joint trenching and other arrangements. G. The County may inspect the utility facilities at any time reasonable under the circumstances to ensure compliance with this franchise and applicable law,including to ensure that the utility facilities are constructed and maintained in a safe condition. If an unsafe condition is found to exist,the County,in addition to taking any other action permitted under applicable law,may order the Franchisee, in writing, to make the necessary repairs and alterations specified therein forthwith to correct the unsafe condition on a time-table established by the County which is reasonable in light of the unsafe condition. The County has the right to correct,inspect,administer, and repair the unsafe condition if the Franchisee fails to do so, and to charge the Franchisee therefore. The right of the County to conduct such inspections and order or make repairs shall not be construed to create an obligation therefore,and such obligation to construct and maintain its utility 4 facilities in a safe condition shall at all times remain the sole obligation of the Franchisee. H. When required by the County,Franchisee shall make information available to the public regarding any work involving the ongoing installation,construction,adjustment,relocation,repair or maintenance of its utility facilities sufficient to show (1)the nature of the work being performed; (2)where it is being performed; (3) its estimated completion date; and(4)progress to completion. I. FRANCHISEE IS PLACED ON NOTICE THAT FIBER OPTIC,COMMUNICATIONS, POWER, CONTROL SYSTEMS, OTHER TYPES OF CABLES, AND PIPELINES MAY BE BURIED ON THE RIGHT OF WAY Before beginning any underground work, Franchisee will contact the appropriate personnel to have such facilities located and make arrangements as to protective measures that must be adhered to prior to the commencement of any work within the Road rights-of-way. In addition to the liability terms elsewhere in this Agreement, Franchisee shall indemnify and hold the County and, its-,elected and appointed officers, employees and agents harmless against arid.from all cost,liability,and expense whatsoever(including,without limitation, attorney's fees and court costs and expenses)arising out of or in any way contributed to by any act or omission of Franchisee,its contractor,agents and/or employees,that cause or in any way or degree contribute to (1) any damage,to or' destruction of any such facilities by Franchisee, and/or its contractor, agents and/or employees; on the County's property, (2) any injury to or death of any person employed by or on behalf of any entity,and/or its contractor,agents and/or employees,on the road rights-of-way, and/or(3) any claim or cause of action for alleged loss of profits or revenue,or loss of service, by a customer or user of services or products of such company(ies) (collectively "Liabilities" for purposes of this Section V.I). The only Liabilities with respect to which Franchisee's obligation to indemnify the County and its elected and appointed officers,employees and agents does not apply are Liabilities to the extent arising out of,caused by or resulting from the negligence of the County, and its elected and appointed officers, employees and agents and Liabilities that by law the County and its elected and appointed officers, employees and agents for which the County cannot be indemnified. J. Franchisee shall continuously be a member of the State of Washington one number locator service under RCW 19.122, or an approved equivalent, and shall comply with all such applicable rules and regulations. K. Except in the event of emergency as described below,Franchisee and its Agents may not enter upon the Franchise Area to perform work for which a utility permit is not required,unless and except upon two-business days notice to the County Engineer. L. In the event of an emergency involving the threat of imminent harm to persons or property,and for purposes of taking immediate corrective action,Franchisee and its agents may enter the Franchise Area without advance notice to the County as long as such entry is for the sole purpose of addressing the emergency,provided however,that if any entry for such purposes would require issuance of a utility permit,Franchisee shall give the County verbal or telephonic notice of the places where and the manner in which entry is required prior to such entry,promptly followed by written notice. In all cases,notice to the County shall be given as far in advance as practical prior to entry or as soon as practicable after entry upon the road right-of-Way. 5 M. Franchisee shall promptly reimburse the County for their reasonable and direct costs incurred in responding to an emergency that is caused, created by or attributable to the presence, construction,maintenance,repair,or operation of the Franchisees utility facilities in the road rights- of-way. N.-If,during installation,construction,relocation,realignment,adjustment,maintenance,or repair of the Franchisee's utility facilities in the road rights-of-way,Franchisee or its agents discover scientific or historic artifacts;Franchisee shall immediately notify the County of said discovery and shall protect such artifacts in a manner'as specified by the County. Any such artifact shall be the property of the County if the County wishes to own it. VI. PROTECTION OF PUBLIC All work done-under this franchise shall be done in a thorough and workman-like manner. In the performance of Work within 'or'near'the road rights-of-way, including without limitation, the opening of trenches and the tunneling under county roads,rights-of way or other county property,the Franchisee shall leave such trenches, ditches and tunnels in such a way as to interfere as little as possible with public travel and shall take all due and necessary precautions to guard the same,so that damage or injury shall not occur or arise by reason of such Work; and where any of such trenches, ditches and-tunnels are left open at night,the Franchisee shall place warning lights,barricades and other appropriate protective devices at such a position as to give adequate warning of such Work. The Franchisee shall be liable for any injury to person or persons or damage to property sustained arising out of its carelessness or neglect,or through any failure or neglect to properly guard or give warning of any trenches, ditches or tunnels dug or maintained by the Franchisee. VII. POLICE POWERS The County of Mason,in granting this franchise,does not waive any rights which it now has or may hereafter acquire with respect to county roads, rights-of-way or other county property and this franchise shall not be construed to deprive the county of any powers, rights or privileges which it now has or may hereafter acquire to regulate the use of and to control the county roads,rights-of-way and other county property covered by this franchise. The County retains the right to administer and regulate activities of the Franchisee up to the fullest extent of the law. The failure to reserve a particular right to regulate,or reference a particular regulation,shall not be interpreted by negative implication or otherwise to prevent the application of a regulation to the Franchisee. VIII. RELOCATION Franchisee shall, in the course of any Work, comply with the following requirements: A. The Franchisee shall, by a time specified by the County, protect, support, temporarily disconnect,relocate,or remove any of its utility facilities when required by the County by reason of traffic conditions;public safety;road right-of-way construction;road right-of-way repair(including 6 resurfacing or widening);change of road right-of-way grade;construction,installation,or repair of County-owned sewers,drains,water pipes,power lines,signal lines,tracks,communications system, other .public work, public facility, or improvement of any government-owned utility; road ._. right-of-way vacation;or for any other purpose where the County work involved would be aided by the removal or relocation of the.utilityfacilities. Collectively,such matters are referred to below as the "public work." Franchisee acknowledges and understands that any delay by Franchisee in performing the herein described work may delay, hinder, or interfere with the work performed by the County and its contractors and subcontractors done in furtherance of such Public Work and result in damage to the County,including but not limited to,delay claims. Franchisee shall cooperate with the County and its contractors and subcontractors to coordinate such Franchisee work to accommodate the Public Work project and project schedules to 'avoid delay, hindrance of, or interference with the Public Work. The County of Mason shallmake available to the Franchisee a copy of the Six Year Transportation Program and the County's annual construction program after adoption each year. It is anticipated these programs will aid the utility in planning construction programs. B. Franchisee has a duty to protect its utility facilities from work performed by the County within the road rights-of-Way. The rights granted to the Franchisee herein do not preclude the County of Mason, its employees, contractors, subcontractors, and agents from blasting, grading, excavating, or doing other necessary road work contiguous to Franchisee's utility facilities; providing that, the Franchisee shall be given a minimum of forty-eight (48) hours notice of said blasting or other work in order that the Franchisee may protect its utility facilities. C. In the event of an emergency,or where the utility facility creates or is contributing to an imminent danger to health, safety, or property, the County may protect, support, temporarily disconnect,remove,or relocate any or all parts of the utility facility without prior notice,and charge the Franchisee for costs incurred. D. If any Person that is authorized to place facilities in the road right of way requests the Franchisee to protect, support,temporarily disconnect,remove, or relocate the Franchisee's utility facilities to accommodate the construction,operation,or repair of the facilities of such other person, the Franchisee shall,after 30 days'advance written notice,take action to effect the necessary changes requested;provided that,if such project is related to or competes with Franchisee's service,or if the effect of such changes would be to permanently deprive Franchisee of the beneficial enjoyment of this franchise for its intended purposes through interference with the operation of Franchisee's utility facilities or otherwise, Franchisee shall not be required to relocate its utility facilities. Unless the matter is governed by a valid contract or a state or federal law or regulation, or unless the Franchisee's utility facilities were not properly installed, the reasonable cost of the same shall be borne by the Person requesting the protection, support, temporary disconnection, removal, or relocation at no charge to the County, even if the County makes the request for such action. 7 E. The Franchisee shall, on the request of any person holding a valid permit issued by a governmental authority, temporarily raise or lower its wires to permit the moving of buildings or other objects. The expense of such temporary removal or raising or lowering of wires shall be paid by the person requesting the same. The County of Mason will accept liability for direct and actual damages to said Franchisee that are the result of the negligence of Mason County, its trustees, officers, employees, contractors, subcontractors or agents while performing County improvement or Public Works projects enumerated in the original franchise agreement under Section VIII,paragraph B. Direct and actual damages are specifically limited to physical damage to properly installed and located infrastructure of the Franchisee and the cost to repair such physical damage. Mason County retains the right to assert all applicable defenses in the'event of a dispute including contributory negligence on the part of the Franchisee. Mason County shall in no way be liable for incidental damages claimed to arise from such actions. All Work to be performed by the Franchisee under this section shall pass the inspection of the County Engineer. The Franchisee shall pay all costs of and expenses incurred in the examination, inspection and approval of such work. IX. PRESERVATION OF MONUMENTS/MARKERS Before any work is performed under this franchise which may affect any existing monuments or markers of any nature relating to subdivisions,plats,roads and all other surveys,the Franchisee shall reference all such monuments and markers. The reference points shall be so located that they will not be disturbed during the Franchisee's operations under this franchise. The method of referencing these monuments or other points to be referenced shall be approved by the County Engineer. The replacement of all such monuments or markers disturbed during construction shall be made as expeditiously as conditions permit,and as directed by the County Engineer. The cost of monuments or other markers lost, destroyed, or disturbed, and the expense of replacement by approved monuments shall be borne by the Franchisee. A complete set of reference notes for monument and other ties shall be filed with the office of the Mason County Engineer. X. VACATION OF ROAD RIGHT-OF-WAY If at any time the County shall vacate any County road,right-of-way or other County property which is subject to rights granted by this franchise and said vacation shall be for the purpose of acquiring the fee or other property interest in said road, right-of-way or other county property for the use of Mason County, in either its proprietary or governmental capacity,then the Board of Mason County Commissioners may, at its option, and by giving thirty(30) days written notice to the Franchisee, terminate this franchise with reference to such county road,right-of-way or other county property so vacated, and the County of Mason shall not be liable for any damages or loss to the Franchisee by reason of such termination. It has been the practice of Mason County to reserve easements for 8 utilities at the time of road vacation,and will continue to be the practice until such time the Board of Mason County Commissioners direct a change of practice. XI. FINANCIAL SECURITY A. Insurance Except as otherwise provided herein,Franchisee shall maintain for itself and the County,throughout the entire period any part of Franchisee's utility facilities are located in the Franchise Area, adequate insurance to protect the Parties and their elected and appointed officers, agents,employees against all of County's.and Franchisee's liability arising out of Franchisee's use and occupancy of the Franchise Area or any part thereof. This obligation shall require the Franchisee to maintain insurance at least in the following amounts: 1. COMMERCIAL GENERAL LIABILITY insurance to cover liability,bodily injury, and property damage. The Commercial General Liability insurance shall be written on an occurrence basis, with an aggregate limit location endorsement for the Franchise Area, and shall provide coverage for any and all costs;including defense costs, and losses and damages resulting from personal injury, bodily injury and death, property damage, products liability and completed operations. Such insurance shall include blanket contractual coverage,including coverage for the Franchise as now or hereafter amended and specific coverage for the indemnity provisions set forth herein. Coverage must be written with the following limits of liability: Bodily and Personal Injury&ProRerty Damage $ 1,000,000 per Occurrence $ 2,000,000 aggregate 2 WORKERS' COMPENSATION insurance shall be maintained to comply with statutory limits for all employees,and in the case any work is sublet,the Franchisee shall require its contractors and subcontractors similarly to provide workers' compensation insurance for all the employees. The Franchisee shall also maintain, during the life of this policy, employer's liability insurance;provided that this obligation shall not apply to any time period during which Franchisee has no employees. The following minimum limits must be maintained: Workers' Compensation Statutory Employer's Liability $ 1,000,000 each occurrence 3.COMPREHENSIVE AUTO LIABILITY insurance shall include owned,hired,and non-owned vehicles operated by Franchisee employees on an occurrence basis with coverage of at least$2,000,000 per occurrence. If the Franchisee, its contractors,or subcontractors do not have the required insurance,the County may require such entities to stop operations until the insurance is obtained and approved. Certificates of Insurance reflecting evidence of the required insurance and approved by the County's 9 Risk Manager for the GENERAL LIABILITY policies described above,shall be sent to the County's risk manager. The certificate shall be filed with the acceptance of the franchise, and annually thereafter, and as provided below. All coverage shall be listed all on one certificate with the same expiration dates. The certificates shall contain a provision that coverages afforded under these policies will not be canceled until at least 30 days'prior written notice has been given to the County. In the event that the insurance certificate provided indicates that the insurance shall terminate or lapse during the period of the franchise, then, in that event, the Franchisee shall furnish, at least 30 days prior to the expiration of the date of such insurance,a renewed certificate of insurance as proof that equal and like coverage has been or will be obtained prior to any such lapse or termination during the balance of the period of the franchise. The County reserves the right, during the term of the franchise, to require any other insurance coverage or adjust the policy limits as it deems reasonably necessary utilizing sound risk management practices and principals based upon the loss exposures. Each insurance policy required pursuant to this franchise shall be primary and non-contributing as respects any coverage maintained by the County and shall include an endorsement reflecting the same. Any other coverage maintained by County shall be excess of this coverage herein defined as primary and shall not contribute with it. The certificate of insurance must reflect that the above wording is included in all such policies. Each insurance policy obtained pursuant to this franchise shall be issued by financially sound insurers who may lawfully do business in the State of Washington with a financial rating at all times during coverage of no less than rating of"A" and a class of"X" or better in the latest edition of "Best's Key Rating Guide"published by A.M.Best Company,or such other financial rating or rating guide approved in writing by the County's risk manager. In the event that at any time during coverage,the insurer does not meet the foregoing standards,Franchisee shall give prompt notice to the County and shall seek coverage from an insurer that meets the foregoing standards. The County reserves the right to change the rating or the rating guide depending upon the changed risks or availability of other suitable and reliable rating guides. Comprehensive general liability insurance policies and coverage obtained pursuant to this franchise shall include an endorsement (standard ISO form CG 24-17) deleting all exclusions for work or incidents occurring within any distance from a railroad track or railroad property, or on, over, or under a railroad track. Insurance policies required pursuant to this franchise shall have no non-standard exclusions unless approved of by the County Risk Manager or designee. Commercial general liability insurance policies obtained pursuant to this franchise shall name the 10 County as an additional insured without limitation,pursuant to an endorsement approved of by the County's Risk Manager or designee. Franchisee and Franchisee's Contractors' insurers, through policy endorsement, shall waive their rights of subrogation against the County for all claims and suits. The certificate of insurance must reflect this waiver of subrogation rights endorsement. Commercial General Liability Insurance policies and coverage required herein of public utility operators may include a reasonable deductible or self-insured retention;provided,however,that as to any Loss or Damage covered'as provided herein, if Franchisee elects to include any deductible or self-insured retention,Franchisee'shall itself directly cover,in lieu of insurance,any and all County liabilities that would otherwise in accordance with the provisions of this Franchise be covered by Franchisee's insurance if Franchisee elected not to include a deductible or self-insured retention. Such direct coverage by Franchisee shall be in an amount equal to the amount of Franchisee's actual deductible or self-insured retention.'Franchisee shall be required to provide a certification of self- insurance retention to'the county in a form and content acceptable to the county engineer. B. Performance/Payment Bond. At the same time Franchisee provides its acceptance of this Franchise, the Franchisee shall, if required by the County Engineer, provide a performance and payment bond to ensure the full and faithful performance of all of its responsibilities under this franchise and applicable rules, regulations and ordinances, including,by way of example,but not limited to,its obligations to relocate and remove its utility facilities,to restore the road rights-of-way and other property when damaged or disturbed, and to reimburse the County for its costs. The amount of the performance and payment bond shall be for ZERO ($9). The amount of the bond,or cash deposit as described below,may be adjusted by the County every five years from the date of execution of this franchise,to take into account cumulative inflation or increased risks to the County. The Franchisee may be required to obtain additional bonds in accordance with the County's ordinary practices. The bond shall be in a form with terms and conditions acceptable to the County and reviewed and approved by the County Engineer. The bond shall be with a surety with a rating no less than "A V in the latest edition of"Bests Key Rating Guide," published by A.M. Best Guide. The Franchisee shall pay all premiums or costs associated with maintaining the bond,and shall keep the same in full force and effect at all times.If Franchisee fails to provide or maintain the bond,then the County,in its sole discretion,may require Franchisee to substitute an equivalent cash deposit as described below in lieu of the bond. Franchisee, may at its election or upon order by the County, substitute an equivalent cash deposit instead of a performance and payment bond. This cash deposit shall ensure the full and faithful performance of all of Franchisee's responsibilities hereto under this Permit and all applicable laws, rules, regulations or ordinances. This includes,but is not limited to, its obligations to relocate or remove its facilities, restore the road rights-of-way and other property to their original condition, reimbursing the County for its costs, and keeping Franchisee's insurance in full force. The County shall notify Franchisee in writing, by certified mail, of any default and shall give 11 Franchisee thirty(3 0)days from the date of such notice to cure any such default. In the event that the Franchisee fails to cure such default to the satisfaction of the County,the County may, at its option, forfeit the entire amount of the cash deposit or draw upon the cash deposit up to the amount of the County's costs incurred to cure Franchisee's default. Upon the County's cure of Franchisee's default, the County shall notify Franchisee in writing of such cure. In the event that the County draws upon the cash deposit or forfeits the same, Franchisee shall thereupon replenish the cash deposit to the full amount as specified herein or provide a replacement performance and payment bond. Before any Work commences in the road right-of-way,the County Engineer may require the operator to provide a performance and payment bond for each separate project in an amount to be determined by the County Engineer; but not less than five hundred dollars, written by a surety company acceptable to the County Risk Manager and authorized to do business in the state of Washington. The purpose of the bond is to insure completion of construction, including the restoration of surfacing,slopes, slope treatment,topsoil,landscape treatment,and drainage facilities,and cleanup of rights-of-way, and payment of costs'incurred by the County to enforce the requirements of this Chapter. The performance and payment bond shall be in place for a period ending not more than one year after the date of completion. A project specific performance bond shall not be required in the event that the franchisee has in place a blanket performance bond and, when required, a payment bond, maintained pursuant to the requirements of this franchise. A performance and payment bond for work in the road right-of-way will not be required of the United States Government or any of its agencies or of any municipal corporation or department of the state of Washington and its local subdivisions. C. Limitation of Liability. To the fullest extent permitted by law,the Franchisee shall, and shall cause its contractor(s) to release, indemnify, defend and hold harmless the county and the county's legal representatives, officer(elected or), appointed) employees and agents (collectively, "indemnitees") for, from and against any and all claims, liabilities, fines,penalties, cost, damages, losses, liens, causes of action, suits, demands, judgments and expenses (including, without limitations, court costs, attorneys' fees and costs of investigation, removal and remediation and governmental oversight costs),Environmental or otherwise(collectively"liabilities")of any nature, kind, or description, of any person or entity, directly or indirectly, arising out of, resulting from, or related to (in whole or in part): 1. this franchise; 2. any rights or interests granted pursuant to this franchise; 3. franchisee's occupation and use of the road right of way; 12 4. franchisee's operation of its utility facilities; 5. the presence of utility facilities within the right of way; 6. the environmental condition and status of the road right-of-way caused by, aggravated by, or contributed to, in whole or in part,by franchisee or its agents; or 7. The acts, errors,or omissions of third parties when arising out of the installation, construction,adjustment,relocation,replacement,removal,or maintenance of such third party utility facilities within the road rights-of--way when such work is performed under authority of the operator's utility permit or at the direction or under the control of the operator; or 8. ;any act or omission of franchisee or franchisee's agents; The only liabilities with respect to which franchisee's obligation to indemnify the indemnitees do not apply are liabilities to the extent arising out of, caused by or resulting from the negligence of the county, its officers, agents, employees or contractors and liabilities that by law the indemnities cannon be indemnified for. Upon written notice from the county,franchisee agrees to assume the defense of any lawsuit or other proceeding brought against any indemnitee by any entity, relating to any matter covered by this franchise for which franchisee has an obligation to assume liability for and/or save and hold harmless any indemnitee.Franchisee shall pay all cost incident to such defense,including,but not limited to, attorneys' fees,investigators' fees,litigation and appeal expenses,settlement payments and amounts paid in satisfaction of judgments. Franchisee will fully satisfy said judgment within ninety(90)days after said suit or action shall have finally been determined if determined adversely to Mason County. Upon the Franchisee's failure to satisfy said judgment within the ninety (90) day period, this franchise shall at once cease and terminate. Acceptance by the County of any Work performed by the Franchisee at the time of completion shall not be grounds for avoidance of this covenant. XII. FRANCHISE NONEXCLUSIVE This franchise shall not be deemed to be an exclusive franchise. It shall in no manner prohibit the County of Mason from granting other utilities under,along,across,over and upon any of the County roads,rights-of-way or other County property subject to this franchise and shall in no way prevent or prohibit the County of Mason from constructing, altering, maintaining or using any of said roads, rights-of-way,drainage structures or facilities,irrigation structures or facilities,or any other county property or affect its jurisdiction over them or any part of them with full power to make all necessary changes, relocations, repairs, maintenance, etc., the same as the county may deem fit. 13 XIII. SUCCESSORS AND ASSIGNS All the provisions,conditions,regulations and requirements herein contained shall be binding upon the successors and assigns of-the Franchisee,and all privileges,as well as all obligations and liability of the Franchisee, shall ensure to its-successors and assigns equally as if they were specifically mentioned wherever the Franchisee is mentioned. Any reference in this franchise to a specifically named party shall be deemed to apply to any successor, heir, administrator, executor or assign of such party who has acquired its interest in compliance with the terms of this franchise,or under law. XIV. TRANSFER/ASSIGNMENT Franchisee may assign or transfer this franchise after prior written notice to County of Mason and assignee's written commitment,in a form and content approved by the County Prosecutor,delivered to County of Mason,that assignees,_shall thereafter be responsible for all obligations of Franchisee with respect to the franchise and guaranteeing performance under the terms and conditions of the franchise and that transferee will be bound by all the conditions of the franchise and will assume all the obligations of its predecessor: Such-an assignment shall relieve the Franchisee of any further obligations under the franchise, including any obligations not fulfilled by Franchisee's assignee; provided that,the assignment'shall not in any respect relieve the Franchisee,or any of its successors in interest,of responsibility for acts or omissions,known or unknown,or the consequences thereof, which acts or omissions occur prior to the time of the assignment. No franchise or master road use permit may be assigned or transferred without filing or establishing with the county the insurance certificates and performance bond as required pursuant to this franchise. XV. ANNEXATION Whenever any of the County roads, rights-of-way or other county property as designated in this franchise,by reason of the subsequent incorporation of any town or city,or extension of the limits of any town or city, shall fall within the city or town limits and shall by operation of law or otherwise terminate in respect to the said roads,rights-of-way or other county property so included with city or town limits; this franchise shall continue in force and effect to all county roads, rights-of-way or other county property not so included in city or town limits. XVI. REVOCATION/REMEDIES A. Revocation. In addition the right to revoke this franchise as set forth iri Title 12 of the Mason County Code, if the Franchisee shall willfully violate, or fail to comply with any of the provisions of this franchise through willful or unreasonable neglect or fail to heed or comply with any notice given the Franchisee under the provision of this grant, then Franchisee shall forfeit all rights conferred hereunder and this franchise may be revoked or annulled,after a public hearing by the Board of County Commissioners. The Franchisee shall not be relieved of any of its obligations to comply promptly with any provision of this franchise by reason of any failure of the County to enforce prompt compliance,and the County's failure to enforce shall not constitute a waiver of rights 14 or acquiescence in the Licensee's conduct. Subject to the required consent, adjudication, permission or authorization of a federal or state regulatory agency with jurisdiction over the subject matter, upon revocation of the franchise, the County may require the Franchisee to remove its utility facilities from any road rights-of-way, and restore such road right-of-way to its same or better condition as existed just prior to such removal,or de-commission and abandon'such utility facilities in place in whole or in part and in a manner approved by the County Board of Commissioners. If the Franchisee fails to remove utility facilities that the County requires it to remove,the County may perform the work and collect the cost thereof from the Franchisee. The actual cost thereof,including direct and indirect administrative costs,shall be a lien upon all utility facilities of the Franchisee within the franchise Area effective upon filing of the lien with the Mason County Auditor. B. Remedies. The County has the right to exercise any and all of the following remedies, singly or in combination,in the event of Default. "Default"shall mean any failure of Franchisee or its agents to keep,observe,or..perform any of Franchisee's or its agent's duties or obligations under this franchise: 1. Damages. Franchisee shall be liable for any and all damages incurred by County. 2. Specific Performance. County shall be entitled to specific performance of each and every obligation of Franchisee under this franchise without any requirement to prove or establish that County does not have an adequate remedy at law. Franchisee hereby waives the requirement of any such proof and acknowledges that County would not have an adequate remedy at law for Franchisee's commission of an Event of Default hereunder. 3. Injunction. County shall be entitled to restrain, by injunction, the actual or threatened commission or attempt of an Event of Default and to obtain a judgment or order specifically prohibiting a violation or breach of this Agreement without, in either case, being required to prove or establish that County does not have an adequate remedy at law. Franchisee hereby waives the requirement of any such proof and acknowledges that County would not have an adequate remedy at law for Franchisee's commission of an Event of Default hereunder. 4. Alternative Remedies. Neither the existence of other remedies identified in this franchise nor the exercise thereof shall be deemed to bar or otherwise limit the right of the County to commence an action for equitable or other relief, and/or proceed against Franchisee and any guarantor for all direct monetary damages, costs and expenses arising from the Default and to recover all such damages, costs and expenses, including reasonable attorneys' fees. Remedies are cumulative; the exercise of one shall not foreclose the exercise of others. XVII. SUBSEQUENT ACTION In the event that after this franchise becomes effective, (a) there is a change in the law which 15 broadens the authority of the County of Mason or the Franchisee with respect to any act permitted or authorized under this franchise; or (b) the County of Mason or the Franchisee believe that amendments to this franchise are necessary or appropriate, then the County of Mason and the Franchisee agree to enter intogood faith negotiations to amend this franchise so as to enable the Parties to address, in a manner reasonably acceptable to all Parties, such change or other development which formed the basis for the negotiations. The Parties recognize that the purpose of the negotiations would be to preserve, to the maximum extent consistent with law, the scope and purpose of this franchise. Mason County,reserves for itself the right at any time upon ninety(90) days written notice to the Franchisee, to so change, amend,modify or amplify any of the provisions or conditions herein enumerated to conform to any state statute or county regulation,relating to the public welfare,health, safety or highway regulation,as may hereafter be enacted,adopted or promulgated and this franchise may be terminated at such time a public hearing is held by the Board of County Commissioners,and the Franchisee's utility facilities are found not to be operated or maintained in accordance with such statute or regulation. XVIII. ACCEPTANCE Franchisee shall execute and return to the County of Mason a signed acceptance of the franchise granted hereunder. The acceptance shall be in the form of the acceptance attached hereto as Exhibit "A", and in accepting the franchise, Franchisee warrants that it has carefully read the terms and conditions of this franchise and accepts all of the terms and conditions of this franchise and agrees to abide by the same and acknowledges that it has relied upon its own investigation of all relevant facts, that it has had the assistance of counsel, that it was not induced to accept a franchise, that this franchise represents the entire agreement between the Franchisee and the County of Mason. In the event the Franchisee fails to submit the countersigned ordinance and acceptance as provided for herein within the time limits set forth in this section, the grant herein is and shall become null and void. XIX. MISCELLANEOUS PROVISIONS A. Controlling Law/Venue. Any disputes concerning the application or interpretation of any of the provisions of this franchise shall be governed by the laws of the State of Washington. Venue of any action or arbitration brought under this franchise shall be in Mason County,Washington or the Western District of Washington if an action is brought in federal court, provided, however, that venue of such action is legally proper. B. Liens. Franchisee shall promptly pay and discharge any and all liens arising out of any Work done, suffered or permitted to be done by Franchisee on any Franchise Area. C. Waiver. No waiver by either party of any provision of this franchise shall in any way impair the right of such party to enforce that provision for any subsequent breach, or County of 16 Mason's right to enforce all other provisions of this franchise. D. Attorney's Fees. If any action at law or in equity is necessary to enforce or interpret the terms of this franchise,the substantially prevailing Party or Parties shall be entitled to reasonable attorney's fees,costs and necessary disbursements in addition to any other relief to which such Party or Parties may be entitled. E. Amendment. This franchise may be amended only by a written contract signed by authorized representatives of Franchisee and County of Mason. F. Severability. If any provision of this franchise is held to be illegal, invalid or unenforceable under present or future laws,such provision will be fully severable and this franchise will be construed and enforced as if such illegal, invalid or unenforceable provision is not a part hereof,and the remaining provisions hereof will remain in full force and effect. In lieu of any illegal, invalid or unenforceable provision herein, there will be added automatically as a part of this franchise; a provision as similar in its terms to such illegal, invalid or unenforceable provision as may be possible and be legal,valid and enforceable. G. Joint and Several Liability. Franchisee acknowledges that, in any case in which Franchisee and Franchisee's Contractors are responsible under the terms of this franchise, such responsibility is joint and several as between Franchisee and any such Franchisee's Contractors; provided that,the Franchisee is not prohibited from allocating such liability as a matter of contract. H. Notices. Any notice contemplated, required, or permitted to be given under this franchise shall be sufficient if it is in writing and is sent either by: (a)registered or certified mail, return receipt requested;or(b)a nationally recognized overnight mail delivery service,to the Party and at the address specified below, except as such Party and address may be changed by providing notice to the other Party no less than thirty (30) days' advance written notice of such change in address. Franchisee: Belfair Water District#1 NE 22451 Highway 3 Belfair, WA 98528 Attn: Dale Webb Grantor: County of Mason Public Works 100 Public Works Drive Shelton,WA 98584 I. Approvals. Nothing in this franchise shall be deemed to impose any duty or obligation upon the County of Mason to determine the adequacy or sufficiency of Franchisee's plans and specifications or to ascertain whether Franchisee's proposed or actual construction, testing, 17 maintenance,repairs,replacement,relocation,adjustment or removal is adequate or sufficient or in conformance with the plans and specifications reviewed by the County of Mason. No approval given, inspection made,review or supervision performed by the County of Mason pursuant to this franchise shall constitute or be construed as a representation or warranty express or implied by County of Mason that such item approved, inspected, or supervised, complies with laws, rules regulations or ordinances or this franchise or meets any particular standard,code or requirement,or is in conformance with the plans and specifications,and no liability shall attach with respect thereto. County and inspections as provided herein, are for the sole purpose of protecting the County of Mason's rights as the owner or manager of the road rights-of-way and shall not constitute any representation or warranty,express or implied,as to the adequacy of the design,construction,repair, or maintenance of the utility facilities, suitability of the Franchise Area for construction, maintenance,or repair of the utility facilities,or any obligation on the part of the County of Mason to insure that work or materials are in compliance with any requirements imposed by a governmental entity. County of Mason is under no obligation or duty to supervise the design, construction, installation, relocation, adjustment, realignment, maintenance, repair, or operation of the utility facilities. J. Force Majeure. Neither Party hereto shall be liable to the other Party for any failure to perform an obligation set forth herein to the extent such failure is caused by war,act of terrorism or an act of God, provided that such Party has made and is making all reasonable efforts to perform such obligation and minimize any and all resulting loss or damage. K. Construction. All pronouns and any variations thereof shall be deemed to refer to the masculine,feminine or neuter,singular or plural,as the identity of the Party or Parties may require. The provisions of this franchise shall be construed as a whole according to their common meaning, except where specifically defined herein,not strictly for or against any party and consistent with the provisions contained herein in order to achieve the objectives and purposes of this franchise. L. Incorporation by Reference. All exhibits annexed hereto at the time of execution of this franchise or in the future as contemplated herein, are hereby incorporated by reference as though fully set forth herein. M. Calculation of Time. All periods of time referred to herein shall include Saturdays, Sundays,and legal holidays in the State of Washington,except that if the last day of any period falls on any Saturday,Sunday,or legal holiday in the State of Washington,the period shall be extended to include the next day which is not a Saturday, Sunday,or legal holiday in the State of Washington. N. Entire Agreement. This franchise is the full and complete agreement of County of Mason and Franchisee with respect to all matters covered herein and all matters related to the use of the Franchise Area by Franchisee and Franchisee's Contractors,and this franchise supersedes any and all other agreements of the Parties hereto with respect to all such matters,including,without limitation, all agreements evidencing the franchise. 18 O. No Recourse. Without limiting such immunities as the County or other persons may have under applicable law,Franchisee shall have no monetary recourse whatsoever against the County or its officials, boards, commissions, agents, or employees for any loss or damage arising out of the County's exercising its:authority pursuant to this Franchise or other applicable law. P. Responsibility for Costs. Except as expressly provided otherwise,any act that Franchisee is required to perform under this franchise shall be performed at its cost. If Franchisee fails to perform work that it is required to perform within the time provided for performance, the County may perform the work and bill the Franchisee. The Franchisee shall pay the amounts billed within 30 days. ,Q. Work of Contractors and Subcontractors. Work by contractors and subcontractors is subject to the same restrictions, limitations, and conditions as if the work was performed by the .Franchisee. The Franchisee shall be responsible for all work performed by its contractors and subcontractors,and others performing work on its behalf,under its control,or under authority of its utility permit,as if the work were performed by it and shall ensure that all such work is performed in compliance with this franchise, Title 12 MCC, the Manual and other applicable law, and shall be jointly and severally liable'for all 'damages and correcting all damage caused by them. It is the Franchisee's,responsibility to ensure that contractors, subcontractors, or other Persons performing work on the Franchisee's behalf are familiar with the requirements of the franchise,Title 12 MCC, the Manual, and other applicable laws governing the work performed by them. R. Survival of Terms. Upon the expiration, termination, revocation or forfeiture of the franchise,the Franchisee shall no longer have the right to occupy the franchise area for the purpose of providing services authorized herein. However,the Franchisee's obligations under this franchise to the County shall survive the expiration, termination, revocation or forfeiture of these rights according to its terms for so long as the Franchisee's utility facilities shall remain in whole or in part in the road rights of way. By way of illustration and not limitation, Franchisee's obligations to indemnify, defend and hold harmless the County, provide insurance and a performance/payment bond pursuant to Section XI and Franchisee's obligation to relocate its utility facilities pursuant to Section VIII, shall continue in effect as to the Franchisee, notwithstanding any expiration, termination, revocation or forfeiture of the franchise, except to the extent that a County-approved transfer, sale,or assignment of the utility system is completed, and another entity has assumed full and complete responsibility for the utility system or for the relevant acts or omissions. S. Warranties. By acceptance of this franchise, Franchisee warrants: 1. That Franchisee has full right and authority to enter into and perform this Franchise in accordance with the terms hereof, and by entering into or performing this Franchise, Franchisee is not in violation of its charter or by-laws,or any law,regulation,or agreement by which it is bound or to which it is subject; and 2. That the execution,delivery,and performance of this Franchise by Franchisee has been duly authorized by all requisite Board/Commission action, that the signatories for Franchisee of the 19 acceptance hereof are authorized to sign this Franchise,and that the joinder or consent of any other party, including a court, trustee, or referee, is not necessary to make valid and effective the execution,delivery, and performance of this Franchise and acceptance. DATED at Shelton, Washington this day of 20_. BOARD OF COMMISSIONERS APPROVED: MASON COUNTY, WASHINGTON County Engineer Chair Approve as to form: Vice Chair Chief D.P.A. Commissioner 20 Exhibit A ACCEPTANCE OF FRANCHISE Ordinance No. 115-06, effective November 14, 2006. 1 ' e1,� , am the,: ilukA r and am the authorized representative to accept the above-referenced franchise on behalf of I certify that this franchise and all terms and conditions thereof are accepted by without qualification or reservation. DATED this day of 20 Iq FRANCHISEE By: - Its: Tax Id.No. STATE OF 6JASI-1 i►JCITL"Lj ) ss. COUNTY OF w10_1� r.1 ) I certify that I know or have satisfactory evidence that Tft L FE is the person who appeared before me,and said person acknowledged that he/she signed this instrument,on oath stated that he/she was authorized to execute e instrument and acknowledged it as the R i!TVT50NT0 T) VL_ of the130_FA(K WP`(t✓KK Di<ZP4CT to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated: ' {►y1 r" )-q I 3L LL Notary Public _ _ ESHERRI L LAHAIE PrintName 5 H CY-1 L L90A I1✓_ tary Public My commission expires f Pl t ha b-�i'' i S, 02-22 of Washington ssion X 202488 xpires Sep 13, 2022 A EXHIBIT B Description of Franchise Area BELFAIR WATER DISTRICT#1 Section 20, TWP 23N, RIW W.M. Section 21, TWP 23N, RIW W.M. Section 28, TWP 23N, RI W W.M. Section 29, TWP 23N, RIW W.M. Section 32, TWP 23N, RI W W.M. Section 33, TWP 23N, RI W W.M. Section 5, TWP 22N, RI W W.M. Section 6, TWP 22N, R1W W.M. Section 7, TWP 22N, RIW W.M. Section 12, TWP 22N, RIW W.M. B RECORDED AT THE REQUEST OF AND AFTER RECORDING RETURN TO: County of Mason 100 West Public Works Drive Shelton WA 98584 Attn: County Engineer Title: Belfair Water District#1 Franchise Agreement Grantor: COUNTY OF MASON,a legal subdivision of the state of Washington Grantee: Belfair Water District Description of Franchise Area: SEE EXHIBIT B IN THE MATTER OF THE APPLICATION OF Trails End Water District FOR A FRANCHISE PERMIT TO CONSTRUCT, OPERATE, AND MAINTAIN Underground and above ground water system and appurtenances UTILITY FACILITIES, OVER, ALONG AND UNDER COUNTY ROADS AND HIGHWAYS LOCATED IN MASON COUNTY, WASHINGTON Application of(Name of Operator) Trails End Water District, 2 doing business in Washington as Trails End Water District, 2 with its principal offices located at P 0 Box 850 Belfair WA 98528, by and through (person authorized to act for and on behalf of applicant) Joe Morns ( Commissioner) , for a franchise to construct, operate and maintain (description of type) Water utility facilities in, over, along and under county roads and highways in Mason County, Washington, as set forth in attached Exhibit "B" (Franchise Area), having come on regularly for hearing before the County Commissioners of Mason County, Washington, on the day of , 20 , at the hour of , under the provisions of RCW 36.55, RCW 80.32.010 and RCW 80.36.040,and it appearing to the Board that notice of said hearing has been duly given as required by law, and that it is in the public interest to allow the franchise herein granted; NOW THEREFORE, IT IS ORDERED that a non-exclusive franchise be, and the same is hereby given and granted to Operator, and its successors and assigns, hereinafter referred to as the Franchisee, for a period of 10 years with automatic renewal at the end of each term of 10 years unless either parry gives the other written notice of termination at least 30 days prior to the end of the relevant term. (no more than ten years each term and can only be renewed 3 times) from and after the date of the entry of this order for the purposes, at the location(s), and upon the express terms and conditions as described herein. I. DEFINITIONS For the purposes of this franchise,terms,phrases,words,and their derivations not defined herein that are defined in Title 12 of the Mason County Code or the Manual on Accommodating Utilities in the Mason County Right-of-Way published by the County Engineer(the"Manual"),shall have the same meaning or be interpreted as provided in Title 12 of the Mason County Code or the Manual. Words not defined here, in Title 12 of the Mason County Code or the Manual shall have their ordinary meaning. A reference to Title 12 of the Mason County Code or the Manual refers to the same as may be amended, revised, updated, re-enacted or re-codified from time to time. 11. GRANT The County of Mason hereby grants to the Franchisee a non-exclusive franchise which, once it becomes effective shall authorize the Franchisee to enter upon the road rights-of-way located 1 within the Franchise Area identified in attached Exhibit`B", for the purpose of installing, constructing,.maintaining, repairing, replacing, adjusting, relocating and operating the utility facilities, which grant shall be limited to the following described purpose(s): Water System and appurtenances. Such grant is subject to and must be exercised in strict accordance with and subject to this franchise, Title 12 of the Mason County Code, the Manual and all applicable laws, rules, regulations and ordinances. Franchisee's exercise of any rights granted pursuant to the franchise is subject to the exercise of the County's police powers, and other regulatory powers as it may have or obtain in the future. No rights shall pass to the franchisee by implication. This franchise does not include permission to enter into or upon the road rights-of-way for any purposes others than the purposes expressly described herein. Permittee has a duty to notify the County of any change in use or condition of the utility facilities that may affect the status of the utility facilities or the impact of the utility facilities upon the road rights-of-way. I1I. UTILITY PERMIT REQUIRED Franchisee shall not commence or perform work(hereafter"Work")to install, construct,maintain repair, replace adjust, connect, disconnect, rebuild, or relocate its utility facilities within the road rights-of-way,without first applying for,paying all associated fees,and obtaining a utility permit as required pursuant to Title 12 of the Mason County Code. In any utility permit so issued,the County may impose,as a condition of the granting the utility permit,such conditions and regulations as may be necessary for the protection,preservation and management of the road rights-of-way, including, by way of example and not limitation, for the purpose of protecting any structures in the road rights-of-way, maintaining proper distance from other utilities, ensuring the proper restoration of such road rights-of-way and structures, and for the protection of the County and the public and the continuity of pedestrian and vehicular traffic. Franchisee shall first file with the County Engineer its application for a utility permit to do such Work together with plans and specifications in triplicate showing at a minimum: A. The position,depth and location of all such utility facilities sought to be constructed, laid, installed or erected at that time,showing their relative position to existing county roads,rights-of-way or other county property upon plans drawn to scale,hereinafter collectively referred to as the"map of definite location; B. The class and type of material and equipment to be used, manner of excavation, construction,installation,backfill,erection of temporary structures,erection of permanent structures, traffic control,traffic turnouts and road obstructions; C. The manner in which the utility facility is to be installed; D. Measures to be taken to preserve safe and free flow of traffic; 2 F. Specifications for the restoration of the county road,right-of-way or other county property in the event that the road right of way will be disturbed by the Work; and G. Provision'for ease of future road maintenance and appearance of the roadway. Provision shall be made for known.or planned expansion of the utility facilities,particularly those located underground or attached to bridges or other structures within the road right-of-way. The location,.alignment and depth of the.utility facilities shall conform with said map of definite location; except in instances in which deviation may be allowed thereafter in writing by the County Engineer pursuant to application by Franchisee. All such Work shall be-subject to'the approval of and shall pass the inspection of the County Engineer.The Franchisee shall,pay:all costs of and expenses incurred in the examination,inspection and approval of such work on account of granting the said utility permits. IV. RESTORATION OF ROAD RIGHT OF WAY In any Work which disturbs or causes damage to the road rights-of-way subject to this franchise, public or private property, the Franchisee shall at its own expense and with all convenient speed, complete the work to repair and restore the county road right-of-way, or the public or private property so disturbed or damaged, and leave the same in as good or better condition as before the Work was commenced,to the reasonable satisfaction of the County Engineer. The Franchisee shall pay all costs of and expenses incurred in the examination, inspection and approval of such restoration or repair. The County Commissioners and/or County Engineer may at any time do,order or have done any and all work that they consider necessary to restore to a safe condition such County road right-of-way or other County property left by the Franchisee or its agents in a condition dangerous to life or property, and the Franchisee,upon demand, shall pay to the County all costs of such work. V. FRANCHISEE WORK IN RIGHT OF WAY Franchisee expressly agrees and understands that,with regard to Work within the road rights-of-way: A. All of Franchisee's utility facilities and Work within the road rights-of-way or other County property shall be in compliance with the provisions of Title 12 MCC, the Manual, the administrative regulations adopted by the County Engineer,other County established requirements for placement of utility facilities in road rights-of-way, including the specific location of utility facilities in the road rights-of-way, and all applicable laws,rules,regulations and ordinances; B. In preparing plans and specifications for Work of utility facilities in the road rights-of- way the Franchisee shall use the Manual. Prior to commencement of work in the road rights-of-way, 3 Franchisee shall submit such plans'and specifications to the Mason County Engineer for review and approval together with adequate exhibits depicting existing or proposed location of the utility facility in relation to the road, including right-of-way or easement lines; relationship to currently planned road revisions,if applicable;and all locations and situations for which deviations in depth of cover (including.the.proposed method of protection) or other locational standards that are anticipated; C. All Work to utility facilities located within the road rights-of-way or other county property subject to this franchise shall be done in such a manner as not to interfere, other than in ways approved by the County,with the construction, operation and maintenance of other utilities, public or private, drains, drainage ditches and structures, irrigation ditches and structures, located therein,nor with the grading or improvements of such County roads,rights-of-way or other County property; D. The owners and operators of all utility facilities (public or private) installed in the Franchise'Area or other cbunty'propprty prior in time to the utility facilities of the Franchisee,shall have preference as to the alignment and location of such utilities so installed with respect to the Franchisee. Such preference shall continue in the event of the necessity of relocating or changing the grade of any such county road or right-of-way; E. Franchisee shall perform the Work and operate its utility facilities in a manner that minimizes interference with the use of the road rights-of-way by others,including others that maybe installing utility facilities; and F. The County may require that Franchisee's utility facilities be installed at a particular time, at a specific place,or in a particular manner as a condition of access to a particular road right-of-way; may deny access if a Franchisee is not willing to comply with the County's requirements; and may remove, or require removal of, any utility facility that is not installed in compliance with the requirements established by the County,or which is installed without prior County approval of the time, place, or manner of installation and charge the Franchisee for all the costs associated with removal; and may require Franchisee to cooperate with others to minimize adverse impacts on the road rights-of-way through joint trenching and other arrangements. G. The County may inspect the utility facilities at any time reasonable under the circumstances to ensure compliance with this franchise and applicable law,including to ensure that the utility facilities are constructed and maintained in a safe condition. If an unsafe condition is found to exist,the County,in addition to taking any other action permitted under applicable law,may order the Franchisee, in writing, to make the necessary repairs and alterations specified therein forthwith to correct the unsafe condition on a time-table established by the County which is reasonable in light of the unsafe condition. The County has the right to correct,inspect,administer, and repair the unsafe condition if the Franchisee fails to do so, and to charge the Franchisee therefore. The right of the County to conduct such inspections and order or make repairs shall not be construed to create an obligation therefore,and such obligation to construct and maintain its utility facilities in a safe condition shall at all times remain the sole obligation of the Franchisee. 4 : H. When required by the County,Franchisee shall make information available to the public regarding any work involving the ongoing installation,construction,adjustment,relocation,repair or maintenance of its utility facilities sufficient to show (1) the nature of the work being performed; (2)where it is being performed; (3) its estimated completion date; and(4)progress to completion. I. FRANCHISEE IS PLACED ON NOTICE THAT FIBER OPTIC,COMMUNICATIONS, POWER, CONTROL SYSTEMS, OTHER TYPES OF CABLES, AND PIPELINES MAY BE BURIED ON THE RIGHT OF WAY. Before beginning any underground work, Franchisee will contact the appropriate personnel to.have such facilities located and make arrangements as to protective measures.that must be adhered to prior to the commencement of any work within the Road rights-of-way. ,In addition to the liability terms elsewhere in this Agreement, Franchisee shall indemnify -and hold the County 'and, its;elected and appointed officers, employees and agents harmlessag4inst aiid;from all cost,liability,and expense whatsoever(including,without limitation, attorney'sfees.and court costs'and expenses)arising out of or in any way contributed to by any act or omission of Franchisee,its contractor;:agents and/or employees,that cause or in any way or degree contribute to (1)any damage,to or destruction of any such facilities by Franchisee, and/or its contractor, agents and/or employees,'on.the County's property, (2) any injury to or death of any person employed by or on behalf of any entity,and/or its contractor,agents and/or employees,on the road rights-of-way, and/or(3) any claim or cause of action for alleged loss of profits or revenue,or loss of service, by a customer or user of services or products of such company(ies) (collectively "Liabilities" for purposes of this Section V.I). The only Liabilities with respect to which Franchisee's obligation to indemnify the County and its elected and appointed officers, employees and agents does not apply are Liabilities to the extent arising out of,caused by or resulting from the negligence of the County, and its elected and appointed officers, employees and agents and Liabilities that by law the County and its elected and appointed officers, employees and agents for which the County cannot be indemnified. J. Franchisee shall continuously be a member of the State of Washington one number locator service under RCW 19.122, or an approved equivalent, and shall comply with all such applicable rules and regulations. K. Except in the event of emergency as described below,Franchisee and its Agents may not enter upon the Franchise Area to perform work for which a utility permit is not required,unless and except upon two-business days notice to the County Engineer. L. In the event of an emergency involving the threat of imminent.harm to persons or property,and for purposes of taking immediate corrective action,Franchisee and its agents may enter the Franchise Area without advance notice to the County as long as such entry is for the sole purpose of addressing the emergency;provided however,that if any entry for such purposes would require issuance of a utility permit,Franchisee shall give the County verbal or telephonic notice of the places where and the manner in which entry is required prior to such entry,promptly followed by written notice. In all cases,notice to the County shall be given as far in advance as practical prior to entry or as soon as practicable after entry upon the road right-of-Way. M. Franchisee shall promptly reimburse the County for their reasonable and direct costs 5 incurred in responding to an emergency that is caused, created by or attributable to the presence, construction,maintenance,'repair,or operation of the Franchisees utility facilities in the road rights- of-way. N: If,during-installatiori;-.construction,relocation,realignment,adjustment,maintenance,or repair of the Franchisee's utilityfacilities in the road rights-of-way,Franchisee or its agents discover scientific or historic artifacts,Franchisee shall immediately notify the County of said discovery and shall protect such artifacts in a manner as specified by the County. Any such artifact shall be the property of the County if the County wishes to own it. VI. PROTECTION OF PUBLIC All Work.done under this franchise shall be done in a thorough and workman-like manner. In the performance of Work within 'or'ne4r.the road rights-of-way, including without limitation, the gpehing of trenches-and the tunnelingurider county roads,rights-of way or other county property,the Franchisee+shall weave:such'trenches;'ditches and tunnels in such a way as to interfere as little as possible with public travel and shall take all due and necessary precautions to guard the same,so that damage or injury shall not occur or arise by reason of such Work; and where any of such trenches, ditches and tunnels are left open at night, the Franchisee shall place warning lights,barricades and other appropriate protective devices at such a position as to give adequate warning of such Work. The Franchisee shall be liable for any injury to person or persons or damage to property sustained arising out of its carelessness or neglect,or through any failure or neglect to properly guard or give warning of any trenches, ditches or tunnels dug or maintained by the Franchisee. VII. POLICE POWERS The County of Mason,in granting this franchise,does not waive any rights which it now has or may hereafter acquire with respect to county roads, rights-of-way or other county property and this franchise shall not be construed to deprive the county of any powers, rights or privileges which it now has or may hereafter acquire to regulate the use of and to control the county roads,rights-of-way and other county property covered by this franchise. The County retains the right to administer and regulate activities of the Franchisee up to the fullest extent of the law. The failure to reserve a particular right to regulate, or reference a particular regulation, shall not be interpreted by negative implication or otherwise to prevent the application of a regulation to the Franchisee. VIII. RELOCATION Franchisee shall, in the course of any Work, comply with the following requirements: A. The Franchisee shall, by a time specified by the County, protect, support, temporarily disconnect,relocate,or remove any of its utility facilities when required by the County by reason of traffic conditions;public safety;road right-of-way construction;road right-of-way repair(including resurfacing or widening); change of road right-of-way grade; construction,installation,or repair of 6 County-owned sewers,drains,water pipes,power lines,signal lines,tracks,communications system, other public work, public facility, or improvement of any government-owned utility; road right-of-way vacation;or for any other purpose where the County work involved would be aided by the removal or relocation of the utility facilities. Collectively,such matters are referred to below as the "public work." Franchisee acknowledges and understands that any delay by Franchisee in performing the herein described work may delay, hinder, or interfere with the work performed by the County and its contractors and subcontractors done in furtherance of such Public Work and result in damage to the County,including but not limited to delay claims. Franchisee shall cooperate with the County and its contractors and subcontractors to coordinate such Franchisee work to accommodate the Public Work project and project schedules to avoid delay, hindrance of, or interference with the Public Work. . The County of Mason shall make available to the Franchisee a copy of the Six Year Transportation Program and the County's annual construction program after adoption each year. It is anticipated'these programs will aid the utility in planning construction programs. B. Franchisee has a duty to protect its utility facilities from work performed by the County within the road rights'-of-way: The rights granted to the Franchisee herein do not preclude the County of Mason, its employees, contractors, subcontractors, and agents from blasting, grading, excavating, or doing other necessary road work contiguous to Franchisee's utility facilities; providing that, the Franchisee shall be given a minimum of forty-eight (48) hours notice of said blasting or other work in order that the Franchisee may protect its utility facilities. C. In the event of an emergency,or where the utility facility creates or is contributing to an imminent danger to health, safety, or property, the County may protect, support, temporarily disconnect,remove,or relocate any or all parts of the utility facility without prior notice,and charge the Franchisee for costs incurred. D. If any Person that is authorized to place facilities in the road right of way requests the Franchisee to protect, support,temporarily disconnect,remove, or relocate the Franchisee's utility facilities to accommodate the construction,operation,or repair of the facilities of such other person, the Franchisee shall,after 30 days'advance written notice,take action to effect the necessary changes requested;provided that,if such project is related to or competes with Franchisee's service,or if the effect of such changes would be to permanently deprive Franchisee of the beneficial enjoyment of this franchise for its intended purposes through interference with the operation of Franchisee's utility facilities or otherwise, Franchisee shall not be required to relocate its utility facilities. Unless the matter is governed by a valid contract or a state or federal law or regulation, or unless the Franchisee's utility facilities were not properly installed, the reasonable cost of the same shall be borne by the Person requesting the protection, support, temporary disconnection, removal, or relocation at no charge to the County, even if the County makes the request for such action. E. The Franchisee shall, on the request of any person holding a valid permit issued by a 7 governmental authority, temporarily raise or lower its wires to permit the moving of buildings or other objects. The expense of such temporary removal or raising or lowering of wires shall be paid by the person requesting the same. The County-of Mason will accept liability for direct and actual damages to said Franchisee that are the result of the negligence of Mason County, its trustees, officers, employees, contractors, subcontractors or agents while performing County improvement or Public Works projects enumerated in the original franchise agreement under Section VIII,paragraph B. Direct and actual damages are specifically limited to physical damage to properly installed and located infrastructure of the Franchisee and the cost to repair such physical damage. Mason County retains the right to assert all applicable defenses in the event of a dispute including contributory negligence on the part of the Franchisee. Mason County shall in no way be liable for incidental damages claimed to arise from such actions. All Work to be performed by the Franchisee under this section shall pass the inspection of the County Engineer. The Franchisee shall pay all costs of and expenses incurred in the examination, inspection and approval of such work. IX. PRESERVATION OF MONUMENTS/MARKERS Before any work is performed under this franchise which may affect any existing monuments or markers of any nature relating to subdivisions,plats,roads and all other surveys,the Franchisee shall reference all such monuments and markers. The reference points shall be so located that they will not be disturbed during the Franchisee's operations under this franchise. The method of referencing these monuments or other points to be referenced shall be approved by the County Engineer. The replacement of all such monuments or markers disturbed during construction shall be made as expeditiously as conditions permit,and as directed by the County Engineer. The cost of monuments or other markers lost, destroyed, or disturbed, and the expense of replacement by approved monuments shall be borne by the Franchisee. A complete set of reference notes for monument and other ties shall be filed with the office of the Mason County Engineer. X. VACATION OF ROAD RIGHT-OF-WAY If at any time the County shall vacate any County road,right-of-way or other County property which is subject to rights granted by this franchise and said vacation shall be for the purpose of acquiring the fee or other property interest in said road, right-of-way or other county property for the use of Mason County, in either its proprietary or governmental capacity,then the Board of Mason County Commissioners may, at its option, and by giving thirty(30) days written notice to the Franchisee, terminate this franchise with reference to such county road,right-of-way or other county property so vacated, and the County of Mason shall not be liable for any damages or loss to the Franchisee by reason of such termination. It has been the practice of Mason County to reserve easements for utilities at the time of road vacation,and will continue to be the practice until such time the Board of 8 Mason County Commissioners direct a change of practice. XI. FINANCIAL SECURITY A. Insurance .Except as otherwise provided herein,Franchisee shall maintain for itself and the County,throughout the entire period any part of Franchisee's utility facilities are located in the Franchise Area, adequate insurance to protect the Parties and their elected and appointed officers, agents, employees against all of County's:and Franchisee's liability arising out of Franchisee's use and occupancy of the Franchise Area or any part thereof. This obligation shall require the Franchisee to maintain insurance at least in the following amounts: 1. COMMERCIAL GENERAL LIABILITY insurance to cover liability, bodily injury;'and property damage. The Commercial General Liability insurance shall be written on an occurrence basis, with an aggregate limit location endorsement for the Franchise Area, and shall provide coverage for any and all costs, including defense costs, and losses and damages resulting from.personal injury, bodily injury and death, property damage, products liability and completed operations. .Such insurance shall include blanket contractual coverage,including coverage for the Franchise as now or hereafter amended and specific coverage for the indemnity provisions set forth herein. Coverage must be written with the following limits of liability: Bodily and Personal InjM&Property Damage $ 1,000,000 per Occurrence $ 2,000,000 aggregate 2 WORKERS' COMPENSATION insurance shall be maintained to comply with statutory limits for all employees,and in the case any work is sublet,the Franchisee shall require its contractors and subcontractors similarly to provide workers' compensation insurance for all the employees. The Franchisee shall also maintain, during the life of this policy, employer's liability insurance;provided that this obligation shall not apply to any time period during which Franchisee has no employees. The following minimum limits must be maintained: Workers' Compensation Statutory Employer's Liability $ 1,000,000 each occurrence 3.COMPREHENSIVE AUTO LIABILITY insurance shall include owned,hired,and non-owned vehicles operated by Franchisee employees on an occurrence basis with coverage of at least$2,000,000 per occurrence. If the Franchisee, its contractors, or subcontractors do not have the required insurance,the County may require such entities to stop operations until the insurance is obtained and approved. Certificates of Insurance reflecting evidence of the required insurance and approved by the County's Risk Manager for the GENERAL LIABILITY policies described above,shall be sent to the County's 9 risk manager. The certificate shall be filed with the acceptance of the franchise, and annually thereafter, and as provided below: All coverage shall be listed all on one certificate with the same expiration dates. The certificates shall contain a provision that coverages afforded under these policies will not be canceled until at least 30 days'prior written notice has been given to the County. In the event that the insurance certificate provided indicates that the insurance shall terminate or lapse during the period of the franchise, then, in that event, the Franchisee shall furnish, at least 30 days prior.to the expiration of the date of such insurance,a renewed certificate of insurance as proof that equal and like coverage has been or will be obtained prior to any such lapse or termination during the balance of the period of the franchise. The County reserves the right, during the term of the franchise, to require any other insurance coverage or adjust the policy limits: as it deems reasonably necessary utilizing sound risk management practices and principals based upon the loss exposures. Each insurance policy required pursuant to this franchise shall be primary and non-contributing as respects any coverage maintained'by,the County and shall include an endorsement reflecting the same. Any other coverage maintained by County shall be excess of this coverage herein defined as primary and shall not contribute with it. The certificate of insurance must reflect that the above wording is included in all such policies. Each insurance policy obtained pursuant to this franchise shall be issued by financially sound insurers who may lawfully do business in the State of Washington with a financial rating at all times during coverage of no less than rating of"A" and a class of"X" or better in the latest edition of "Best's Key Rating Guide"published by A.M.Best Company,or such other financial rating or rating guide approved in writing by the County's risk manager. In the event that at any time during coverage,the insurer does not meet the foregoing standards,Franchisee shall give prompt notice to the County and shall seek coverage from an insurer that meets the foregoing standards. The County reserves the right to change the rating or the rating guide depending upon the changed risks or availability of other suitable and reliable rating guides. Comprehensive general liability insurance policies and coverage obtained pursuant to this franchise shall include an endorsement(standard ISO form CG 24-17) deleting all exclusions for work or incidents occurring within any distance from a railroad track or railroad property, or on, over, or under a railroad track. Insurance policies required pursuant to this franchise shall have no non-standard exclusions unless approved of by the County Risk Manager or designee. Commercial general liability insurance policies obtained pursuant to this franchise shall name the County as an additional insured without limitation,pursuant to an endorsement approved of by the 10 County's Risk Manager or designee. Franchisee and Franchisee's Contractors' insurers, through policy endorsement, shall waive their rights of subrogation against the County for all claims and suits. The certificate of insurance must reflect this waiver of subrogation rights endorsement. Commercial General Liability Insurance policies and coverage required herein of public utility operators may include a reasonable deductible or self-insured retention;provided,however,that as to any Loss or Damage covered as provided herein, if Franchisee elects to include any deductible or self iri ed'retention,:Franchisee shall itself directly cover,in lieu of insurance,any and all County liabilities that would otherwise in accordance with the provisions of this Franchise be covered by Franchisee's insurance if Franchisee elected not to include a deductible or self-insured retention. 'Such direct coverage by Franchisee shall be in an amount equal to the amount of Franchisee's actual deductible or self-'insured retention. Franchisee shall be required to provide a certification of self- insurance retention to'the county.in a form and content acceptable to the county engineer. B. Performance/Payment Bond. At the same time Franchisee provides its acceptance of this Franchise, the.Franchisee shall, if required by the County Engineer, provide a performance and payment bond to.ensure the full.and faithful performance of all of its responsibilities under this franchise and applicable rules, regulations and ordinances, including,by way of example,but not limited to,its obligations to relocate and remove its utility facilities,to restore the road rights-of-way and other property when damaged or disturbed, and to reimburse the County for its costs. The amount of the performance and payment bond shall be for ZERO ($0). The amount of the bond,or cash deposit as described below,may be adjusted by the County every five years from the date of execution of this franchise,to take into account cumulative inflation or increased risks to the County. The Franchisee may be required to obtain additional bonds in accordance with the County's ordinary practices. The bond shall be in a form with terms and conditions acceptable to the County and reviewed and approved by the County Engineer. The bond shall be with a surety with a rating no less than "A X" in the latest edition of"Bests Key Rating Guide,"published by A.M. Best Guide. The Franchisee shall pay all premiums or costs associated with maintaining the bond,and shall keep the same in full force and effect at all times.If Franchisee fails to provide or maintain the bond,then the County,in its sole discretion,may require Franchisee to substitute an equivalent cash deposit as described below in lieu of the bond. Franchisee, may at its election or upon order by the County, substitute an equivalent cash deposit instead of a performance and payment bond. This cash deposit shall ensure the full and faithful performance of all of Franchisee's responsibilities hereto under this Permit and all applicable laws, rules,regulations or ordinances. This includes,but is not limited to, its obligations to relocate or remove its facilities, restore the road rights-of-way and other property to their original condition, reimbursing the County for its costs, and keeping Franchisee's insurance in full force. The County shall notify Franchisee in writing, by certified mail, of any default and shall give Franchisee thirty(30)days from the date of such notice to cure any such default. In the event that the 11 Franchisee fails to cure such default to the satisfaction of the County,the County may,at its option, forfeit the entire amount of the cash deposit or draw upon the cash deposit up to the amount of the County's costs incurred to cure Franchisee's default. Upon the County's cure of Franchisee's default,the County shall notify Franchisee in writing of such cure. In the event that the County draws upon the cash deposit or forfeits the same, Franchisee shall thereupon replenish the cash deposit to the full amount as specified herein or provide a replacement performance and payment bond. Before any Work commences in the road right-of-way,the County Engineer may require the operator to provide a performance and payment bond for each separate project in an amount to be determined by the County Engineer, but'pot less than five hundred dollars, written by a surety company acceptable to the County Risk Manager and authorized to do business in the state of Washington. The'purpose 'of the bond is to.insure completion of construction, including the restoration of surfacing,slopes,slope treatment,topsoil,landscape treatment,and drainage facilities,and cleanup of rights-of-way, and payment-of costs incurred by the County to enforce the requirements of this Chapter. The performance and payment bond shall be in place for a period ending not more than one year after the date of completion. A project specific performance bond shall not be required in the event that the franchisee has in place a blanket performance bond and, when required, a payment bond, maintained pursuant to the requirements of this franchise. A performance and payment bond for work in the road right-of-way will not be required of the United States Government or any of its agencies or of any municipal corporation or department of the state of Washington and its local subdivisions. C. Limitation of Liabilitv. To the fullest extent permitted by law,the Franchisee shall,and shall cause its contractor(s) to release, indemnify, defend and hold harmless the county and the county's legal representatives,officer(elected or),appointed)employees and agents(collectively, "indemnitees") for,from and against any and all claims,liabilities, fines,penalties, cost,damages, losses, liens, causes of action, suits, demands, judgments and expenses (including, without limitations, court costs, attorneys' fees and costs of investigation, removal and remediation and governmental oversight costs),Environmental or otherwise(collectively"liabilities")of any nature, kind, or description, of any person or entity,directly or indirectly, arising out of,resulting from,or related to (in whole or in part): 1. this franchise; 2. any rights or interests granted pursuant to this franchise; 3. franchisee's occupation and use of the road right of way; 12 4. franchisee's operation of its utility facilities; 5. the presence of utility facilities within the right of way; 6. the environmental condition and status of the road right-of-way caused by, aggravated by, or contributed to, in whole or in part,by franchisee or its agents; or 7. The acts,errors,or omissions of third parties when arising out of the installation, construction,adjustment,relocation,replacement,removal,or maintenance of such third parry utility facilities within the road rights-of-way when such work is performed under authority of the operator's utility permit or at the direction or under the control of the operator; or 8. any act or omission of franchisee or franchisee's agents; The only liabilities,with respect to which.franchisee's obligation to indemnify the indemnitees do not apply are liabilities to the extent arising out of, caused by or resulting from the negligence of the county, its officers,.agents, employees�-or contractors and liabilities that by law the indemnities cannon be indemnified for. Upon written notice from the county,franchisee agrees to assume the defense of any lawsuit or other proceeding brought against any indemnitee by any entity, relating to any matter covered by this franchise for which franchisee has an obligation to assume liability for and/or save and hold harmless any indemnitee.Franchisee shall pay all cost incident to such defense,including,but not limited to, attorneys' fees,investigators'fees,litigation and appeal expenses,settlement payments and amounts paid in satisfaction of judgments. Franchisee will fully satisfy said judgment within ninety(90)days after said suit or action shall have finally been determined if determined adversely to Mason County. Upon the Franchisee's failure to satisfy said judgment within the ninety (90) day period, this franchise shall at once cease and terminate. Acceptance by the County of any Work performed by the Franchisee at the time of completion shall not be grounds for avoidance of this covenant. XII. FRANCHISE NONEXCLUSIVE This franchise shall not be deemed to be an exclusive franchise. It shall in no manner prohibit the County of Mason from granting other utilities under,along,across,over and upon any of the County roads,rights-of-way or other County property subject to this franchise and shall in no wayprevent or prohibit the County of Mason from constructing, altering,maintaining or using any of said roads, rights-of-way,drainage structures or facilities,irrigation structures or facilities,or any other county property or affect its jurisdiction over them or any part of them with full power to make all necessary changes,relocations,repairs,maintenance, etc., the same as the county may deem fit. XIII. SUCCESSORS AND ASSIGNS 13 All the provisions,conditions,regulations and requirements herein contained shall be binding upon the successors and assigns of the Franchisee,and all privileges,as well as all obligations and liability of the.Franchisee, shall ensure to its successors and assigns equally as if they were specifically mentioned wherever the Franchisee is mentioned. Any reference in this franchise to a specifically named parry shall be deemed to apply,to any successor, heir, administrator, executor or assign of such party who has acquired.its interest incompliance with the terms of this franchise,or under law. XIV. TRANSFER/ASSIGNMENT Franchisee may assign or'transfer this franchise after prior written notice to County of Mason and assignee's written commitment,,in a form and content approved by the County Prosecutor,delivered to County of Mason,Yhat assignees shall thereafter be responsible for all obligations of Franchisee with respect to the franchise and guaranteeing performance under the terms and conditions of the franchise and that transferee will be bound by all the conditions of the franchise and will assume all the obligations of its predecessor. Such an assignment shall relieve the Franchisee of any further obligations under,the franchise, including any obligations not fulfilled by Franchisee's assignee; provided that,the assignment shall not in any respect relieve the Franchisee,or any of its successors in interest,of responsibility for acts'or omissions,known or unknown,or the consequences thereof, which acts or omissions occur prior to the time of the assignment. No franchise or master road use permit may be assigned or transferred without filing or establishing with the county the insurance certificates and performance bond as required pursuant to this franchise. XV. ANNEXATION Whenever any of the County roads, rights-of-way or other county property as designated in this franchise,by reason of the subsequent incorporation of any town or city,or extension of the limits of any town or city, shall fall within the city or town limits and shall by operation of law or otherwise terminate in respect to the said roads,rights-of-way or other county property so included with city or town limits; this franchise shall continue in force and effect to all county roads, rights-of-way or other county property not so included in city or town limits. XVI. REVOCATION/REMEDIES A. Revocation. In addition the right to revoke this franchise as set forth in Title 12 of the Mason County Code, if the Franchisee shall willfully violate, or fail to comply with any of the provisions of this franchise through willful or unreasonable neglect or fail to heed or comply with any notice given the Franchisee under the provision of this grant, then Franchisee shall forfeit all rights conferred hereunder and this franchise may be revoked or annulled,after a public hearing by the Board of County Commissioners. The Franchisee shall not be relieved of any of its obligations to comply promptly with any provision of this franchise by reason of any failure of the County to enforce prompt compliance,and the County's failure to enforce shall not constitute a waiver of rights or acquiescence in the Licensee's conduct. 14 Subject to the required consent, adjudication, permission or authorization of a federal or state regulatory agency with jurisdiction over the subject matter, upon revocation of the franchise, the County may require the Franchisee to remove its utility facilities from any road rights-of-way, and restore such road right-of-way to its same or better condition as existed just prior to such removal,or de-commission and abandon such utility facilities in place in whole or in part and in a manner approved by the County Board of Commissioners. If the Franchisee fails to remove utility facilities that the County requires it to remove,the County may perform the work and collect the cost thereof from the Franchisee. The actual cost,thereof,including direct and indirect administrative costs,shall be a lien upon all utility facilities of the Franchisee within the franchise Area effective upon filing of the lien with the Mason County Auditor. B. Remedies. The County has the right to exercise any and all of the following remedies, singly or in combination;in the event of Default. "Default"shall mean any failure of Franchisee or its agents to keep,observe,or,perform any of Franchisee's or its agent's duties or obligations under this franchise: 1. Damages. Franchisee shall be liable for any and all damages incurred by County. 2. Specific Performance. County shall be entitled to specific performance of each and every obligation of Franchisee under this franchise without any requirement to prove or establish that County does not have an adequate remedy at law. Franchisee hereby waives the requirement of any such proof and acknowledges that County would not have an adequate remedy at law for Franchisee's commission of an Event of Default hereunder. 3. Injunction. County shall be entitled to restrain, by injunction, the actual or threatened commission or attempt of an Event of Default and to obtain a judgment or order specifically prohibiting a violation or breach of this Agreement without, in either case, being required to prove or establish that County does not have an adequate remedy at law. Franchisee hereby waives the requirement of any such proof and acknowledges that County would not have an adequate remedy at law for Franchisee's commission of an Event of Default hereunder. 4. Alternative Remedies. Neither the existence of other remedies identified in this franchise nor the exercise thereof shall be deemed to bar or otherwise limit the right of the County to commence an action for equitable or other relief, and/or proceed against Franchisee and any guarantor for all direct monetary damages, costs and expenses arising from the Default and to recover all such damages, costs and expenses, including reasonable attorneys' fees. Remedies are cumulative; the exercise of one shall not foreclose the exercise of others. XVII. SUBSEQUENT ACTION In the event that after this franchise becomes effective, (a) there is a change in the law which broadens the authority of the County of Mason or the Franchisee with respect to any act permitted or 15 authorized under this franchise; or (b)the County of Mason or the Franchisee believe that amendments to this franchise are necessary or appropriate, then the County of Mason and the Franchisee agree to enter into good faith negotiations to amend this franchise so as to enable the Parties to address, in a 'manner reasonably acceptable to all Parties, such change or other development which formed the basis for the negotiations. The Parties recognize that the purpose of the negotiations would be to preserve, to,the maximum extent consistent with law, the scope and purpose of this franchise. Mason County reserves for-itself.the right at any time upon ninety(90) days written notice to the Franchisee, to so change, amend, modify or amplify any of the provisions or conditions herein enumerated to conform to any state statute or county regulation,relating to the public welfare,health, safety or'highway regulation,as may hereafter be enacted,adopted or promulgated and this franchise may be terminated at siich time a public hearing is held by the Board of County Commissioners,and the Franchisee's utility facilities are found not to be operated or maintained in accordance with such statute or regulation. XVIII. ACCEPTANCE Franchisee shall execute and ietarn to the County of Mason a signed acceptance of the franchise granted hereunder. The acceptance shall be in the form of the acceptance attached hereto as Exhibit "A", and in accepting the franchise, Franchisee warrants that it has carefully read the terms and conditions of this franchise and accepts all of the terms and conditions of this franchise and agrees to abide by the same and acknowledges that it has relied upon its own investigation of all relevant facts, that it has had the assistance of counsel, that it was not induced to accept a franchise, that this franchise represents the entire agreement between the Franchisee and the County of Mason. In the event the Franchisee fails to submit the countersigned ordinance and acceptance as provided for herein within the time limits set forth in this section, the grant herein is and shall become null and void. XIX. MISCELLANEOUS PROVISIONS A. Controlling Law/Venue. Any disputes concerning the application or interpretation of any of the provisions of this franchise shall be governed by the laws of the State of Washington. Venue of any action or arbitration brought under this franchise shall be in Mason County,Washington or the Western District of Washington if an action is brought in federal court, provided, however, that venue of such action is legally proper. B. Liens. Franchisee shall promptly pay and discharge any and all liens arising out of any Work done, suffered or permitted to be done by Franchisee on any Franchise Area. C. Waiver. No waiver by either party of any provision of this franchise shall in any way impair the right of such party to enforce that provision for any subsequent breach, or County of Mason's right to enforce all other provisions of this franchise. 16 Mason's right to enforce all other provisions of this franchise. D. Attorney's Fees. If any action at law or in equity is necessary to enforce or interpret the terms of this franchise, the substantially prevailing Party or Parties shall be entitled to reasonable attorney's fees,costs and necessary disbursements in addition to any other relief to which such Party or Parties may be entitled. E. Amendment. This franchise may be amended only by a written contract signed by authorized representatives of Franchisee and County of Mason. F. Severability. If any provision of this franchise is held to be illegal, invalid or unenforceable under present or future laws,such provision will be fully severable and this franchise will be construed and enforced as if such illegal, invalid or unenforceable provision is not a part hereof,and the remaining provisions hereof will remain in full force and effect. In lieu of any illegal, invalid or unenforceable provision herein, there will be added automatically as a part of this franchise; a provision as similar in its terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable. ' G. Joint and Several Liability. Franchisee acknowledges that, in any case in which Franchisee and Franchisee's Contractors are responsible under the terms of this franchise, such responsibility is joint and several as between Franchisee and any such Franchisee's Contractors; provided that,the Franchisee is not prohibited from allocating such liability as a matter of contract. H. Notices. Any notice contemplated, required, or permitted to be given under this franchise shall be sufficient if it is in writing and is sent either by: (a) registered or certified mail, return receipt requested; or(b) a nationally recognized overnight mail delivery service,to the Party and at the address specified below, except as such Party and address may be changed by providing notice to the other Party no less than thirty (30) days' advance written notice of such change in address. Franchisee: Trails End Water District 2 PO Box 850 WA 98528 Attn: Joe Morris Grantor: County of Mason Public Works 100 Public Works Drive Shelton, WA 98584 1. Approvals. Nothing in this franchise shall be deemed to impose any duty or obligation upon the County of Mason to determine the adequacy or sufficiency of Franchisee's plans and specifications or to ascertain whether Franchisee's proposed or actual construction, testing, 17 maintenance,repairs,replacement,relocation,adjustment or removal is adequate or sufficient or in conformance with the plans and specifications reviewed by the County of Mason. No approval given, inspection made, review or supervision performed by the County of Mason pursuant to this franchise shall constitute or be construed as a representation or warranty express or implied by County of Mason that such item approved, inspected, or supervised, complies with laws, rules regulations or ordinances or this franchise or meets any particular standard,code or requirement,or is in conformance with the plans and specifications,and no liability shall attach with respect thereto. County and inspections as provided herein, are for the sole purpose of protecting the County of Mason's rights as the owner or manager of the road rights-of-way and shall not constitute any representation or warranty,express or implied,as to the adequacy of the design,construction,repair, or maintenance of the utility facilities, suitability of the Franchise Area for construction, maintenance,or repair of the utility facilities,or any obligation on the part of the County of Mason to insure that work or materials are in compliance with any requirements imposed by a governmental entity. County of Mason is under no obligation or duty to supervise the design, construction, installation, relocation, adjustment, realignment, maintenance, repair, or operation of the utility facilities. J. Force Majeure. Neither Party hereto shall be liable to the other Party for any failure to perform an obligation set forth herein to the extent such failure is caused by war, act of terrorism or an act of God, provided that such Party has made and is making all reasonable efforts to perform such obligation and minimize any and all resulting loss or damage. .K. Construction. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine or neuter, singular or plural,as the identity of the Party or Parties may require. The provisions of this franchise shall be construed as a whole according to their common meaning, except where specifically defined herein,not strictly for or against any party and consistent with the provisions contained herein in order to achieve the objectives and purposes of this franchise. L. Incorporation by Reference. All exhibits annexed hereto at the time of execution of this franchise or in the future as contemplated herein, are hereby incorporated by reference as though fully set forth herein. M. Calculation of Time. All periods of time referred to herein shall include Saturdays, Sundays,and legal holidays in the State of Washington,except that if the last day of any period falls on any Saturday, Sunday,or legal holiday in the State of Washington,the period shall be extended to include the next day which is not a Saturday, Sunday, or legal holiday in the State of Washington. N. Entire Agreement. This franchise is the full and complete agreement of County of Mason and Franchisee with respect to all matters covered herein and all matters related to the use of the Franchise Area by Franchisee and Franchisee's Contractors,and this franchise supersedes any and all other agreements of the Parties hereto with respect to all such matters,including,without limitation, all agreements evidencing the franchise. 18 under applicable law,Franchisee shall have no monetary recourse whatsoever against the County or its officials, boards, commissions, agents, or employees for any loss or damage arising out of the County's exercising its authority pursuant to this Franchise or other applicable law. P. Responsibility for Costs. Except as expressly provided otherwise,any act that Franchisee is required to perform under this franchise shall be performed at its cost. If Franchisee fails to perform work that it is required to perform within the time provided for performance, the County may perform the work and bill the Franchisee. The Franchisee shall pay the amounts billed within 30 days. Q. Work of Contractors and Subcontractors. Work by contractors and subcontractors is subject to the same restrictions, limitations, and conditions as if the work was performed by the Franchisee. , The Franchisee shall be responsible for all work performed by its contractors and subcontractors,and others performing work on its behalf,under its control,or under authority of its utility permit,as if the work were performed by it and shall ensure that all such work is performed in compliance with-this franchise, Title 12 MCC, the Manual and other applicable law, and shall be jointly and severally liable for all'damages and correcting all damage caused by them. It is the Franchisee's responsibility to ensure that contractors, subcontractors,or other Persons performing work:on'the Franchisee's behalf are:familiar with the requirements of the franchise,Title 12 MCC, the Manual, and other applicable laws governing the work performed by them. R. Survival of Terms. Upon the expiration, termination, revocation or forfeiture of the franchise,the Franchisee shall no longer have the right to occupy the franchise area for the purpose of providing services authorized herein. However,the Franchisee's obligations under this franchise to the County shall survive the expiration, termination, revocation or forfeiture of these rights according to its terms for so long as the Franchisee's utility facilities shall remain in whole or in part in the road rights of way. By way of illustration and not limitation, Franchisee's obligations to indemnify, defend and hold harmless the County, provide insurance and a performance/payment bond pursuant to Section XI and Franchisee's obligation to relocate its utility facilities pursuant to Section VIII, shall continue in effect as to the Franchisee, notwithstanding any expiration, termination, revocation or forfeiture of the franchise, except to the extent that a County-approved transfer, sale, or assignment of the utility system is completed, and another entity has assumed full and complete responsibility for the utility system or for the relevant acts or omissions. S. Warranties. By acceptance of this franchise,Franchisee warrants: 1. That Franchisee has full right and authority to enter into and perform this Franchise in accordance with the terms hereof, and by entering into or performing this Franchise, Franchisee is not in violation of its charter or by-laws,or any law,regulation,or agreement by which it is bound or to which it is subject; and 2. That the execution,delivery,and performance of this Franchise by Franchisee has been duly authorized by all requisite Board/Commission action, that the signatories for Franchisee of the acceptance hereof are authorized to sign this Franchise, and that the joinder or consent of any other 19 party, including a court, trustee, or referee, is not necessary to make valid and effective the execution, delivery, and performance of this Franchise and acceptance. DATED at Shelton, Washington this day of 20—. BOARD OF COMMISSIONERS APPROVED: MASON COUNTY, WASHINGTON County Engineer Chair Approve as to form: Vice Chair Chief D.P.A. Commissioner 20 Exhibit A ACCEPTANCE OF FRANCHISE Ordinance No. 115-06, effective November 14, 2006. I, `•)c e 1- 1,7 G✓I is 1 S , am the q ig of and am the authorized representative to accept the above-referenced franchise on behalf of I certify that this franchise and all terms and conditions thereof are accepted by Jo C= 'e lilt without qualification or reservation. DATED this 2. day of S--% , 20 i . FRANCHISEE Its: Tax Id. No. 71-C-7<l• STATE OF v ) ss. COUNTY OF I certify that I know or have satisfactory evidence that Z c` l v rL+ is the person who appeared before me,and said person acknowledged that he/she signed this instrument,on oath stated that he/she was authorized to execute the instrument and acknowledged it as the C;,;M,,;-Z of the� �" f',( Lor",-e-, t to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated: �4 Notary Public DENISE L SNOW Print Name l L l ".; NOTARY PUBLIC My commission expires 1 11 - 2y STATE OF WASHINGTON COMMISSION EXPIRES JULY 11,2020 A EXHIBIT B Description of Franchise Area Section 23, Township 22N, Range 2 West,W.M. N Trails End A �F 4• RVN�ao „.- �,:►ai.•Lw4wiCv��Mkv-'mow B RECORDED AT THE REQUEST OF AND AFTER RECORDING RETURN TO: County of Mason 100 West Public Works Drive Shelton WA 98584 Attn: County Engineer Title: Trails End Water District Franchise Agreement Grantor: COUNTY OF MASON, a legal subdivision of the state of Washington Grantee: TRAILS END WATER DISTRICT 2 Description of Franchise Area: SEE EXHIBIT B IN THE MATTER OF THE APPLICATION OF Collins Lake Community Club FOR A FRANCHISE PERMIT TO CONSTRUCT, OPERATE,AND MAINTAIN Water System and Appurtenances UTILITY FACILITIES, OVER,ALONG AND UNDER COUNTY ROADS AND HIGHWAYS LOCATED IN MASON COUNTY, WASHINGTON Application of(Name of Operator) Collins Lake Community Club , doing business in Washington as, Collins Lake Community with its principal offices located at PO Box 364 Gig Harbor, WA 98355 by and through(person authorized to actfor and on behalf of applicant) Loren D.Chilson,for a franchise to construct,operate and maintain(description of type) Water utility facilities in,over,along and under county roads and highways in Mason County,Washington,as set forth in attached Exhibit"B" (Franchise Area),having come on regularly for hearing before the County Commissioners of Mason County,Washington, on the day of 20 ,at the hour of 'under the provisions of RCW 36.55,RCW 80.32.010 and RCW 80.36.040,and it appearing to the Board that notice of said hearing has been duly given as required by law,and that it is in the public interest to allow the franchise herein granted; NOW THEREFORE, IT IS ORDERED that a non-exclusive franchise be, and the same is hereby given and granted to Operator, and its successors and assigns,hereinafter referred to as the Franchisee, for a period of 10 years with automatic renewal at the end of each term of 10 years unless either party gives the other written notice of termination at least 30 days prior to the end of the relevant term. (no more than ten years each term and can only be renewed 3 times)from and after the date of the entry of this order for the purposes, at the location(s), and upon the express terms and conditions as described herein. I. DEFINITIONS For the purposes of this franchise,terms,phrases,words,and their derivations not defined herein that are defined in Title 12 of the Mason County Code or the Manual on Accommodating Utilities in the Mason County Right-of-Way published by the County Engineer(the"Manual"),shall have the same meaning or be interpreted as provided in Title 12 of the Mason County Code or the Manual. Words not defined here, in Title 12 of the Mason County Code or the Manual shall have their ordinary. meaning. A reference to Title 12 of the Mason County Code or the Manual refers to the same as may be amended,revised,updated,re-enacted or re-codified from time to time. II. GRANT The County of Mason hereby grants to the Franchisee a non-exclusive franchise which, once it becomes effective shall authorize the Franchisee to enter upon the road rights-of-way located within the Franchise Area identified in attached Exhibit`B",for the purpose of installing, 1 constructing, maintaining,repairing, replacing, adjusting,relocating and operating the utility facilities,which grant shall be limited to the following described purpose(s): Water System and Appurtenances. Such grant is subject to and must be exercised in strict accordance with and subject to this franchise, Title 12 of the Mason County Code, the Manual and all applicable laws, rules, regulations and ordinances. Franchisee's exercise of any rights granted pursuant to the franchise is subject to the exercise of the County's police powers,and other regulatory powers as it may have or obtain in the future. No rights shall pass to the franchisee by implication. This franchise does not include permission to enter into or upon the road rights-of-way for any purposes others than the purposes expressly described herein. Permittee has a duty to notify the County of any change in use or condition of the utility facilities that may affect the status of the utility facilities or the impact of the utility facilities upon the road rights-of-way. III. UTILITY PERMIT REQUIRED Franchisee shall not commence or perform work(hereafter"Work")to install,construct,maintain repair, replace adjust, connect, disconnect, rebuild, or relocate its utility facilities within the road rights-of-way,without first applying for,paying all associated fees,and obtaining a utility permit as required pursuant to Title 12 of the Mason County Code. In any utility permit so issued,the County may impose,as a condition of the granting the utility permit,such conditions and regulations as may be necessary for the protection,preservation and management of the road rights-of-way,including, by way of example and not limitation, for the purpose of protecting any structures in the road rights-of-way, maintaining proper distance from other utilities, ensuring the proper restoration of such road rights-of-way and structures,and for the protection of the County and the public and the continuity of pedestrian and vehicular traffic. Franchisee shall first file with the County Engineer its application for a utility permit to do such Work together with plans and specifications in triplicate showing at a minimum: A.The position,depth and location of all such utility facilities sought to be constructed,laid, installed or erected at that time,showing their relative position to existing county roads,rights-of-way or other county property upon plans drawn to scale,hereinafter collectively referred to as the"map of definite location; B. The class and type of material and equipment to be used, manner of excavation, construction,installation,backfill,erection of temporary structures,erection of permanent structures, traffic control,traffic turnouts and road obstructions; C. The manner in which the utility facility is to be installed; D. Measures to be taken to preserve safe and free flow of traffic; E. Structural integrity of the roadway,bridge, or other structure; 2 F. Specifications for the restoration of the county road,right-of-way or other county property in the event that the road right of way will be disturbed by the Work; and G. Provision'for ease of future road maintenance and appearance of the roadway. Provision shall be made for known,or planned expansion of the utility facilities,particularly those located underground or attached to.bridges or other structures within the road right-of-way. The location, alignment and depth of the utility facilities shall conform with said map of definite location, except in instancesin which deviation may be allowed thereafter in writing by the County Engineer pursuant to application by Franchisee. All such Work shall be subject to the approval of and shall pass the inspection of the County Engineer.The Franchisee shall pay all costs of and expenses incurred in the examination,inspection and approval of such work on account of granting the said utility permits. IV. RESTORATION OF ROAD RIGHT OF WAY In any Work which disturbs or causes damage to the road rights-of-way subject to this franchise, public or private property, the Franchisee shall at its own expense and with all convenient speed, complete the work to repair and restore the county road right-of-way, or the public or private property so disturbed or damaged, and leave the same in as good or better condition as before the Work was commenced,to the reasonable satisfaction of the County Engineer. The Franchisee shall pay all costs of and expenses incurred in the examination, inspection and approval of such restoration or repair. The County Commissioners and/or County Engineer may at any time do,order or have done any and all work that they consider necessary to restore to a safe condition such County road right-of-way or other County property left by the Franchisee or its agents in a condition dangerous to life or property, and the Franchisee, upon demand, shall pay to the County all costs of such work. V. FRANCHISEE WORK IN RIGHT OF WAY Franchisee expressly agrees and understands that,with regard to Work within the road rights-of-way: A. All of Franchisee's utility facilities and Work within the road rights-of-way or other County property shall be in compliance with the provisions of Title 12 MCC, the Manual, the administrative regulations adopted by the County Engineer, other County established requirements for placement of utility facilities in road rights-of-way, including the specific location of utility facilities in the road rights-of-way, and all applicable laws, rules, regulations and ordinances; B. In preparing plans and specifications for Work of utility facilities in the road rights-of- way the Franchisee shall use the Manual. Prior to commencement of work in the road rights-of-way, 3 Franchisee shall submit such plans and specifications to the Mason County Engineer for review and approval together with adequate exhibits depicting existing or proposed location of the utility facility in relation to the road, including right-of-way or easement lines;relationship to currently planned road revisions,if applicable;and alf locations and situations for which deviations,in depth of cover (including the proposed method of protection) or other locational standards that are anticipated; C. All Work to utility facilities located within the road rights-of-way or other county property subject to this franchise shall be done in such a manner as not to interfere, other than in ways approved by the County, with the construction, operation and maintenance of other utilities, _public or private, drains;drainage ditches and structures, irrigation ditches and structures, located therein,nor with the gradjng or improvements of such County roads,rights-of-way or other County property; D. The owners)and operators 'of all utility facilities (public or private) installed in the Franchise Area or other county'property prior in time to the utility facilities of the Franchisee,shall have preference as to the alignment and4ocation of such utilities so installed with respect to the Franchisee. Such preference shall continue in the event of the necessity of relocating or changing the grade of any such county road or right-of-way; E. Franchisee shall perform the:Work and operate its utility facilities in a manner that minimizes interference with the use of the road rights-of-way by others,including others that maybe installing utility facilities; and F. The County may require that Franchisee's utility facilities be installed at a particular time, at a specific place,or in a particular manner as a condition of access to a particular road right-of-way; may deny access if a Franchisee is not willing to comply with the County's requirements; and may remove, or require removal of, any utility facility that is not installed in compliance with the requirements established by the County,or which is installed without prior County approval of the time, place, or manner of installation and charge the Franchisee for all the costs associated with removal; and may require Franchisee to cooperate with others to minimize adverse impacts on the road rights-of-way through joint trenching and other arrangements. G. The County may inspect the utility facilities at any time reasonable under the circumstances to ensure compliance with this franchise and applicable law,including to ensure that the utility facilities are constructed and maintained in a safe condition. If an unsafe condition is found to exist,the County,in addition to taking any other action permitted under applicable law,may order the Franchisee, in writing, to make the necessary repairs and alterations specified therein forthwith to correct the unsafe condition on a time-table established by the County which is reasonable in light of the unsafe condition. The County has the right to correct,inspect,administer, and repair the unsafe condition if the Franchisee fails to do so, and to charge the Franchisee therefore. The right of the County to conduct such inspections and order or make repairs shall not be construed to create an obligation therefore,and such obligation to construct and maintain its utility facilities in a safe condition shall at all times remain the sole obligation of the Franchisee. 4 H. When required by the County,Franchisee shall make information available to the public regarding any work involving the.ongoing installation,construction,adjustment,relocation,repair or maintenance of its utility facilities sufficient to show (1)the nature of the work being performed; .(2)where it is being performed; (3.)its estimated completion date; and(4)progress to completion. I. FRANCHISEE IS PLACED ON NOTICE THAT FIBER OPTIC,COMMUNICATIONS, POWER, CONTROL SYSTEMS, OTHER TYPES OF CABLES, AND PIPELINES MAY BE BURIED ON THE RIGHT OF WAY. Before beginning any underground work, Franchisee will contact the appropriate personnel..to have such facilities located and make arrangements as to protective measures,that must be adhered to prior to the commencement of any work within the Road rights-of-way. In addition to the liability terms elsewhere in this Agreement, Franchisee shall indemnify and hold the County 'and it9:elected and appointed officers, employees and agents harmless against.and from all cost,liability,and expense whatsoever(including,without limitation, attorney's fees and court costs and expenses)arising out of or in any way contributed to by any act or .omission of Franchisee,its,contractor,agents and/or employees,that cause or in any way or degree contribute to (1) any damage,to or destruction of any such facilities by Franchisee, and/or its contractor, agents and/or employees, on the County's property, (2) any injury to or death of any person employed by or on behalf of any entity,and/or its contractor,agents and/or employees,on the road rights-of-way, and/or(3) any claim or cause of action for alleged loss of profits or revenue,or loss of service, by a customer or user of services or products of such company(ies) (collectively "Liabilities" for purposes of this Section V.I). The only Liabilities with respect to which Franchisee's obligation to indemnify the County and its elected and appointed officers,employees and agents does not apply are Liabilities to the extent arising out of,caused by or resulting from the negligence of the County, and its elected and appointed officers, employees and agents and Liabilities that by law the County and its elected and appointed officers, employees and agents for which the County cannot be indemnified. J. Franchisee shall continuously be a member of the State of Washington one number locator service under RCW 19.122, or an approved equivalent, and shall comply with all such applicable rules and regulations. K. Except in the event of emergency as described below,Franchisee and its Agents may not enter upon the Franchise Area to perform work for which a utility permit is not required,unless and except upon two-business days notice to the County Engineer. L. In the event of an emergency involving the threat of imminent harm to persons or property,and for purposes of taking immediate corrective action,Franchisee and its agents may enter the Franchise Area without advance notice to the County as long as such entry is for the sole purpose of addressing the emergency;provided however,that if any entry for such purposes would require issuance of a utility permit,Franchisee shall give the County verbal or telephonic notice of the places where and the manner in which entry is required prior to such entry,promptly followed by written notice. In all cases,notice to the County shall be given as far in advance as practical prior to entry or as soon as practicable after entry upon the road right-of-Way. M. Franchisee shall promptly reimburse the County for their reasonable and direct costs 5 incurred in responding to an emergency-that is caused, created by or attributable to the presence, construction,maintenance,repair,or operation of the Franchisees utility facilities in the road rights- of-way. N. If,during installation,construction,relocation,realignment,adjustment,maintenance,or repair of the Franchisee's utility facilities in the road rights-of-way,Franchisee or its agents discover scientific or historic artifacts,Franchisee shall immediately notify the County of said discovery and shall protect such artifacts in a manner as specified by the County. Any such artifact shall be the property of the County if the County wishes to own it. VI. PROTECTION OF PUBLIC All work done under this franchise shall be done in a thorough and workman-like manner. In the performance 6AWork Work within or.near the road rights-of-way, including without limitation, the opening of trenches and the tunneling under county roads,rights-of way or other county property,the Franchisee shall leave such trenches, ditches and tunnels in such a way as to interfere as little as possible with public travel and shall take all due and necessary precautions to guard the same,so that damage or injury shall not occur or arise by reason of such Work; and where any of such trenches, ditches and tunnels are left open at night, the Franchisee shall place warning lights,barricades and other appropriate protective devices at such a position as to give adequate warning of such Work. The Franchisee shall be liable for any injury to person or persons or damage to property sustained arising out of its carelessness or neglect, or through any failure or neglect to properly guard or give warning of any trenches, ditches or tunnels dug or maintained by the Franchisee. VII. POLICE POWERS The County of Mason,in granting this franchise,does not waive any rights which it now has or may hereafter acquire with respect to county roads, rights-of-way or other county property and this franchise shall not be construed to deprive the county of any powers, rights or privileges which it now has or may hereafter acquire to regulate the use of and to control the county roads,rights-of-way and other county property covered by this franchise. The County retains the right to administer and regulate activities of the Franchisee up to the fullest extent of the law. The failure to reserve a particular right to regulate, or reference a particular regulation, shall not be interpreted by negative implication or otherwise to prevent the application of a regulation to the Franchisee. VIII. RELOCATION Franchisee shall, in the course of any Work, comply with the following requirements: A. The Franchisee shall, by a time specified by the County, protect, support, temporarily disconnect,relocate,or remove any of its utility facilities when required by the County by reason of traffic conditions;public safety;road right-of-way construction;road right-of-way repair(including resurfacing or widening); change of road right-of-way grade; construction, installation,or repair of 6 County-owned sewers,drains;water pipes,power lines,signal lines,tracks,communications system, other public work, public facility, or improvement of any government-owned utility; road right-of-way vacation;or for any.other purpose where the County work involved would be aided by the removal or relocation of the utility facilities. Collectively,such matters are referred to below as the"public work." Franchisee acknowledges and understands that any delay by Franchisee in performing the herein described work may,delay, hinder, or interfere with the work performed by the County and its contractors and subcontractors done in furtherance of such Public Work and result in damage to the County,including but not limited to;delay claims. Franchisee shall cooperate with the County and its contractors and subcontractors to coordinate such Franchisee work to accommodate the Public Work project and project schedules to .avoid delay, hindrance of, or interference with the Public Work. The County of Mason shall-make available to the Franchisee a copy of the Six Year Transportation Program and the Gounty's:annual construction program after adoption each year. It is anticipated these programs will aid the utility in planning construction programs. B. Franchisee has a duty to protect its utility facilities from work performed by the County within the road rights-of-way. The rights granted to the Franchisee herein do not preclude the County of Mason, its employees, contractors, subcontractors, and agents from blasting, grading, excavating, or doing other necessary road work contiguous to Franchisee's utility facilities; providing that, the Franchisee shall be given a minimum of forty-eight (48) hours notice of said blasting or other work in order that the Franchisee may protect its utility facilities. C. In the event of an emergency,or where the utility facility creates or is contributing to an imminent danger to health, safety, or property, the County may protect, support, temporarily disconnect,remove,or relocate any or all parts of the utility facility without prior notice,and charge the Franchisee for costs incurred. D. If any Person that is authorized to place facilities in the road right of way requests the Franchisee to protect, support,temporarily disconnect,remove, or relocate the Franchisee's utility facilities to accommodate the construction,operation,or repair of the facilities of such other person, the Franchisee shall,after 30 days'advance written notice,take action to effect the necessary changes requested;provided that,if such project is related to or competes with Franchisee's service,or if the effect of such changes would be to permanently deprive Franchisee of the beneficial enjoyment of this franchise for its intended purposes through interference with the operation of Franchisee's utility facilities or otherwise, Franchisee shall not be required to relocate its utility facilities. Unless the matter is governed by a valid contract or a state or federal law or regulation, or unless the Franchisee's utility facilities were not properly installed, the reasonable cost of the same shall be borne by the Person requesting the protection, support, temporary disconnection, removal, or relocation at no charge to the County, even if the County makes the request for such action. E. The Franchisee shall, on the request of any person holding a valid permit issued by a 7 governmental authority, temporarily raise or lower its wires to permit the moving of buildings or other objects. The expense of such temporary removal or raising or lowering of wires shall be paid by the person requesting the same. The County of Mason will accept liability,for direct and actual damages to said Franchisee that are the result of the negligence of 'Mason,County, its trustees, officers, employees, contractors, subcontractors or agents while ,performing County improvement or Public Works projects enumerated in the original franchise agreement under Section VIII,paragraph B. Direct and actual damages are specifically limited to physical damage to properly installed and located infrastructure of.the Franchisee and the cost to repair'such physical damage. Mason County retains the right to assert all applicable defenpes in the'event-of a dispute including contributory negligence on the part of the Franchisee. Mason County shall in no way be liable for incidental damages claimed to arise from such actions. All Work to be,performed by the Franchisee under this section shall pass the inspection of the County Engineer. The Franchisee shall pay all costs of and expenses incurred in the examination, inspection and approval of such work. IX. PRESERVATION OF MONUMENTS/MARKERS Before any work is performed under this franchise which may affect any existing monuments or markers of any nature relating to subdivisions,plats,roads and all other surveys,the Franchisee shall reference all such monuments and markers. The reference points shall be so located that they will not be disturbed during the Franchisee's operations under this franchise. The method of referencing these monuments or other points to be referenced shall be approved by the County Engineer. The replacement of all such monuments or markers disturbed during construction shall be made as expeditiously as conditions permit,and as directed by the County Engineer. The cost of monuments or other markers lost, destroyed, or disturbed, and the expense of replacement by approved monuments shall be borne by the Franchisee. A complete set of reference notes for monument and other ties shall be filed with the office of the Mason County Engineer. X. VACATION OF ROAD RIGHT-OF-WAY If at any time the County shall vacate any County road,right-of-way or other County property which is subject to rights granted by this franchise and said vacation shall be for the purpose of acquiring the fee or other property interest in said road, right-of-way or other county property for the use of Mason County,in either its proprietary or governmental capacity,then the Board of Mason County Commissioners may, at its option, and by giving thirty(30) days written notice to the Franchisee, terminate this franchise with reference to such county road,right-of-way or other county property so vacated, and the County of Mason shall not be liable for any damages or loss to the Franchisee by reason of such termination. It has been the practice of Mason County to reserve easements for utilities at the time of road vacation,and will continue to be the practice until such time the Board of 8 Mason County Commissioners direct a change of practice. XI. FINANCIAL SECURITY A. Insurance Except as otherwise provided herein,Franchisee shall maintain for itself and the County, throughout the entire period.any part of Franchisee's utility facilities are located in the Franchise Area, adequate insurance to protect the Parties and their elected and appointed officers, agents,employees,against all of County.'&and Franchisee's liability arising out of Franchisee's use and occupancy of the Franchise Area or any part thereof. This obligation shall require the Franchisee to maintain insurance at least in the following amounts: 1. COMMERCIAL GENERAL LIABILITY insurance to cover liability, bodily injury, and property damage. The Commercial General Liability insurance shall be written on an occurrence basis, with an aggregate limit location endorsement for the Franchise Area, and shall provide coverage for any and all costs;including defense costs, and losses and damages resulting from personal injury, bodily injury and death, property damage, products liability and completed operations. Such insurance shall include blanket contractual coverage, including coverage for the Franchise as now or hereafter amended and specific coverage for the indemnity provisions set forth herein. Coverage must be written with the following limits of liability: Bodily and Personal Injury&Property Damage $ 1,000,000 per Occurrence $ 2,000,000 aggregate 2 WORKERS' COMPENSATION insurance shall be maintained to comply with statutory limits for all employees,and in the case any work is sublet,the Franchisee shall require its contractors and subcontractors similarly to provide workers' compensation insurance for all the employees. The Franchisee shall also maintain, during the life of this policy, employer's liability insurance;provided that this obligation shall not apply to any time period during which Franchisee has no employees. The following minimum limits must be maintained: Workers' Compensation Statutory Employer's Liability $ 1,000,000 each occurrence 3.COMPREHENSIVE AUTO LIABILITY insurance shall include owned,hired,and non-owned vehicles operated by Franchisee employees on an occurrence basis with coverage of at least$2,000,000 per occurrence. If the Franchisee, its contractors,or subcontractors do not have the required insurance,the County may require such entities to stop operations until the insurance is obtained and approved. Certificates of Insurance reflecting evidence of the required insurance and approved by the County's Risk Manager for the GENERAL LIABILITY policies described above,shall be sent to the County's 9 risk manager. The certificate shall be filed with the acceptance of the franchise, and annually thereafter, and as provided below: All coverage shall be listed all on one certificate with the same expiration dates. The certificates shall contain a provision.that coverages afforded under these policies will not be canceled until at least 30 days'prior written notice has been given to the County. In the event that the insurance certificate provided indicates that the insurance shall terminate or lapse during the period of the franchise,then,in that event,the Franchisee shall furnish, at least 30 days prior to the-expiration of the date of such insurance,a renewed certificate of insurance as proof that equal and like coverage has beerf or will be obtained prior to any such lapse or termination during the balance of the period of the franchise. The County reserves.the right, during.the term of the franchise, to require any other insurance coverage or -adjust the- policy limits: as it deems reasonably necessary utilizing sound risk management practices and principals based upon the loss exposures. Each insurance policy required pursuant to this franchise shall be primary and non-contributing as respects any coverage maintained by;the County and shall include an endorsement reflecting the same. Any other coverage maintained by County shall be excess of this coverage herein defined as primary and shall not contribute with it. .The certificate of insurance must reflect that the above wording is included in all such policies. Each insurance policy obtained pursuant to this franchise shall be issued by financially sound insurers who may lawfully do business in the State of Washington with a financial rating at all times during coverage of no less than rating of"A" and a class of"X" or better in the latest edition of "Best's Key Rating Guide"published by A.M.Best Company,or such other financial rating or rating guide approved in writing by the County's risk manager. In the event that at any time during coverage,the insurer does not meet the foregoing standards,Franchisee shall give prompt notice to the County and shall seek coverage from an insurer that meets the foregoing standards. The County reserves the right to change the rating or the rating guide depending upon the changed risks or availability of other suitable and reliable rating guides. Comprehensive general liability insurance policies and coverage obtained pursuant to this franchise shall include an endorsement(standard ISO form CG 24-17) deleting all exclusions for work or incidents occurring within any distance from a railroad track or railroad property, or on, over, or under a railroad track. Insurance policies required pursuant to this franchise shall have no non-standard exclusions unless approved of by the County Risk Manager or designee. Commercial general liability insurance policies obtained pursuant to this franchise shall name the County as an additional insured without limitation,pursuant to an endorsement approved of by the 10 County's Risk Manager or designee. Franchisee and Franchisee's Contractors' insurers, through policy endorsement, shall waive their rights of subrogation against the County for all claims and suits. The certificate of insurance must reflect this waiver of subrogation rights endorsement. Commercial General Liability Insurance policies and coverage required herein of public utility operators may,include a reasonable deductible or self-insured retention;provided,however,that as to any Loss or Damage covered as provided herein, if Franchisee elects to include any deductible or self-insured retention;Franchi§ee shall itself directly cover,in lieu of insurance,any and all County liabilities that would otherwise in accordance with the provisions of this Franchise be covered by Franchisee's insurance if Franchisee'elected not to include a deductible or self-insured retention. Such direct coverage by Franchisee shall be in an amount equal to the amount of Franchisee's actual deductible or self-insured retention. Franchisee shall be required to provide a certification of self- insurance retention to'the county in a form and content acceptable to the county engineer. B. Perforniance/Payment Bond. At the same time Franchisee provides its acceptance of this Franchise, the Franchisee shall, if required by the County Engineer, provide a performance and payment bond to ensure the full and faithful performance of all of its responsibilities under this franchise and applicable rules, regulations and ordinances, including, by way of example, but not limited to,its obligations to relocate and remove its utility facilities,to restore the road rights-of-way and other property when damaged or disturbed, and to reimburse the County for its costs. The amount of the performance and payment bond shall be for ZERO ($9). The amount of the bond,or cash deposit as described below, may be adjusted by the County every five years from the date of execution of this franchise,to take into account cumulative inflation or increased risks to the County. The Franchisee maybe required to obtain additional bonds in accordance with the County's ordinary practices. The bond shall be in a form with terms and conditions acceptable to the County and reviewed and approved by the County Engineer. The bond shall be with a surety with a rating no less than "A X" in the latest edition of"Bests Key Raring Guide,"published by A.M. Best Guide. The Franchisee shall pay all premiums or costs associated with maintaining the bond,and shall keep the same in full force and effect at all times.If Franchisee fails to provide or maintain the bond,then the County,in its sole discretion,may require Franchisee to substitute an equivalent cash deposit as described below in lieu of the bond. Franchisee, may at its election or upon order by the County, substitute an equivalent cash deposit instead of a performance and payment bond. This cash deposit shall ensure the full and faithful performance of all of Franchisee's responsibilities hereto under this Permit and all applicable laws, rules, regulations or ordinances. This includes, but is not limited to, its obligations to relocate or remove its facilities, restore the road rights-of-way and other property to their original condition, reimbursing the County for its costs, and keeping Franchisee's insurance in full force. The County shall notify Franchisee in writing, by certified mail, of any default and shall give Franchisee thirty(3 0)days from the date of such notice to cure any such default. In the event that the 11 Franchisee fails to cure such default to the satisfaction of the County,the County may, at its option, forfeit the entire amount of the cash deposit or draw upon the cash deposit up to the amount of the County's costs incurred to cure Franchisee's default. Upon the County's cure of Franchisee's default, the County shall notify Franchisee in writing of such cure. In the event that the County draws upon the cash deposit or forfeits the same, Franchisee shall thereupon replenish the cash deposit to the full amount as specified herein or provide a replacement performance and payment bond. Before any Work commences in the road right-of-way,the County Engineer may require the operator to provide a performance and payment bond for each separate project in an amount to be determined by the County Engineer, but not less than five hundred dollars, written by a surety company acceptable to the County Risk Manager and authorized to do business in the state of Washington. The purpose .of the bond is to insure completion of construction, including the restoration of surfacing,'slopes,slope treatment,topsoil, landscape treatment,and drainage facilities,and cleanup of rights-of-way, and payment of costs incurred by the County to enforce the requirements of this Chapter. The performance and payment bond shall be in place for a period ending not more than one year after the date of completion. A project specific performance bond shall not be required in the event that the franchisee has in place a blanket performance bond and, when.required, a payment bond, maintained pursuant to the requirements of this franchise. A performance and payment bond for work in the road right-of-way will not be required of the United States Government or any of its agencies or of any municipal corporation or department of the state of Washington and its local subdivisions. C. Limitation of Liability. To the fullest extent permitted by law,the Franchisee shall, and shall cause its contractor(s) to release, indemnify, defend and hold harmless the county and the county's legal representatives,officer(elected or), appointed) employees and agents (collectively, "indemnitees") for, from and against any and all claims, liabilities, fines, penalties, cost, damages, losses, liens, causes of action, suits, demands, judgments and expenses (including, without limitations, court costs, attorneys' fees and costs of investigation, removal and remediation and governmental oversight costs),Environmental or otherwise(collectively"liabilities")of any nature, kind, or description, of any person or entity, directly or indirectly, arising out of,resulting from, or related to (in whole or in part): 1. this franchise; 2. any rights or interests granted pursuant to this franchise; 3. franchisee's occupation and use of the road right of way; 12 4. franchisee's operation of its utility facilities; 5. the presence of utility facilities within the right of way; 6. the environmental condition and status of the road right-of-way caused by, aggravated by, or contributed to, in whole or in part,by franchisee or its agents; or 7. The acts, errors, or omissions of third parties when arising out of the installation, construction,adjustment,relocation,replacement,removal,or maintenance of such third party utility facilities within the road rights-of--way ,when such work is performed under authority of the operator's utility permit or at the direction or under the control of the operator; or 8. any act or omission of franchisee or franchisee's agents; The only liabilities with respect to which franchisee's obligation to indemnify the indemnitees do not apply are liabilities to the extent arising out of, caused by or resulting from the negligence of the county, its officers, agents, employees or contractors and liabilities that by law the indemnities cannon be indemnified for. Upon written notice from the county,franchisee agrees to assume the defense of any lawsuit or other proceeding brought against any indemnitee by any entity, relating to any matter covered by this franchise for which franchisee has an obligation to assume liability for and/or save and hold harmless any indemnitee.Franchisee shall pay all cost incident to such defense,including,but not limited to, attorneys' fees,investigators' fees,litigation and appeal expenses,settlement payments and amounts paid in satisfaction of judgments. Franchisee will fully satisfy said judgment within ninety(90)days after said suit or action shall have finally been determined if determined adversely to Mason County. Upon the Franchisee's failure to satisfy said judgment within the ninety (90) day period, this franchise shall at once cease and terminate. Acceptance by the County of any Work performed by the Franchisee at the time of completion shall not be grounds for avoidance of this covenant. XII. FRANCHISE NONEXCLUSIVE This franchise shall not be deemed to be an exclusive franchise. It shall in no manner prohibit the County of Mason from granting other utilities under,along,across,over and upon any of the County roads,rights-of-way or other County property subject to this franchise and shall in no way prevent or prohibit the County of Mason from constructing, altering, maintaining or using any of said roads, rights-of-way, drainage structures or facilities,irrigation structures or facilities,or any other county property or affect its jurisdiction over them or any part of them with full power to make all necessary changes,relocations, repairs, maintenance, etc., the same as the county may deem fit. XIII. SUCCESSORS AND ASSIGNS 13 All the provisions,conditions,regulations and requirements herein contained shall be binding upon the successors and assigns of the Franchisee,and all privileges,as well as all obligations and liability of:the Franchisee, shall ensure;to.its:successors and assigns equally as if they were specifically mentioned wherever the Franchisee is mentioned. Any reference in this franchise to a specifically named party shall be deemed to apply to any successor, heir, administrator, executor or assign of such parry who has acquired.its interest in compliance with the terms of this franchise,or under law. XIV. TRANSFER/ASSIGNMENT Franchisee may assign or transfer this franchise after prior written notice to County of Mason and assignee's written commitment,,in a form and content approved by the County Prosecutor,delivered to County of Mason,that assignees shall thereafter be responsible for all obligations of Franchisee with respect to the franchise.aiid guaranteeing performance under the terms and conditions of the franchise and that transferee will be bound by all the conditions of the franchise and will assume all the obligations of its-predecessor; Such an assignment shall relieve the Franchisee of any further obligations under the franchise, including any obligations not fulfilled by Franchisee's assignee; provided that,the assignment shall not in any respect relieve the Franchisee,or any of its successors in interest,of responsibility for acts or omissions,known or unknown,or the consequences thereof, which acts or omissions occur prior to the time of the assignment. No franchise or master road use permit may be assigned or transferred without filing or establishing with the county the insurance certificates and performance bond as required pursuant to this franchise. XV. ANNEXATION Whenever any of the County roads, rights-of-way or other county property as designated in this franchise,by reason of the subsequent incorporation of any town or city,or extension of the limits of any town or city, shall fall within the city or town limits and shall by operation of law or otherwise terminate in respect to the said roads,rights-of-way or other county property so included with city or town limits; this franchise shall continue in force and effect to all county roads, rights-of-way or other county property not so included in city or town limits. XVI. REVOCATION/REMEDIES A. Revocation. In addition the right to revoke this franchise as set forth in Title 12 of the Mason County Code, if the Franchisee shall willfully violate, or fail to comply with any of the provisions of this franchise through willful or unreasonable neglect or fail to heed or comply with any notice given the Franchisee under the provision of this grant, then Franchisee shall forfeit all rights conferred hereunder and this franchise may be revoked or annulled,after a public hearing by the Board of County Commissioners. The Franchisee shall not be relieved of any of its obligations to comply promptly with any provision of this franchise by reason of any failure of the County to enforce prompt compliance,and the County's failure to enforce shall not constitute a waiver of rights or acquiescence in the Licensee's conduct. 14 Subject to the required consent, adjudication, permission or authorization of a federal or state regulatory agency with jurisdiction over the subject matter, upon revocation of the franchise, the County may require the Franchisee to remove its utility facilities from any road rights-of-way, and restore such road right-of-way to its same or better condition as existed just prior to such removal,or de-commission and abandon such utility facilities in place in whole or in part and in a manner approved by the County Board of Commissioners. If the Franchisee fails to remove utility facilities that the County requires it to remove,the County may perform the work and collect the cost thereof from the Franchisee. The actual cost,thereof,including direct and indirect administrative costs,shall be a lien upon all utility facilities of the Franchisee within the franchise Area effective upon filing of the lien with the Mason County Auditor. B. Remedies. The County has the right to exercise any and all of the following remedies, singly or in combination,in the event of Default. "Default"shall mean any failure of Franchisee or its agents to keep,observe,or,perform any of Franchisee's or its agent's duties or obligations under this franchise: 1. Damages. Franchisee shall be liable for any and all damages incurred by County. 2. Specific Performance. County shall be entitled to specific performance of each and every obligation of Franchisee under this franchise without any requirement to prove or establish that County does not have an adequate remedy at law. Franchisee hereby waives the requirement of any such proof and acknowledges that County would not have an adequate remedy at law for Franchisee's commission of an Event of Default hereunder. 3. Injunction. County shall be entitled to restrain, by injunction, the actual or threatened commission or attempt of an Event of Default and to obtain a judgment or order specifically prohibiting a violation or breach of this Agreement without, in either case, being required to prove or establish that County does not have an adequate remedy at law. Franchisee hereby waives the requirement of any such proof and acknowledges that County would not have an adequate remedy at law for Franchisee's commission of an Event of Default hereunder. 4. Alternative Remedies. Neither the existence of other remedies identified in this franchise nor the exercise thereof shall be deemed to bar or otherwise limit the right of the County to commence an action for equitable or other relief, and/or proceed against Franchisee and any guarantor for all direct monetary damages, costs and expenses arising from the Default and to recover all such damages, costs and expenses, including reasonable attorneys' fees. Remedies are cumulative; the exercise of one shall not foreclose the exercise of others. XVII. SUBSEQUENT ACTION In the event that after this franchise becomes effective, (a) there is a change in the law which broadens the authority of the County of Mason or the Franchisee with respect to any act permitted or 15 authorized under this franchise; or (b) the County of Mason or the Franchisee believe that amendments to this franchise are necessary.or appropriate, then the County of Mason and the Franchisee agree to enter into good faith negotiations to amend this franchise so as to enable the Parties to address, in a manner reasonably acceptable to all Parties, such change or other development which formed the basis for the negotiations. The Parties recognize that the purpose of the negotiations would be to preserve, to.the maximum extent consistent with law, the scope and purpose of this franchise. Mason County reserves for itself the right at any time upon ninety (90) days written notice to the Franchisee, to so. change, amend, modify or amplify any of the provisions or conditions herein enumerated to conform to any state statute or county regulation,relating to the public welfare,health, safety or highway regulation,as may hereafter be enacted,adopted or promulgated and this franchise may be terminated at such time a public hearing is held by the Board of County Commissioners,and the Franchisee's utility facilities are found not to be operated or maintained in accordance with such statute or regulation. XVIII. ACCEPTANCE Franchisee shall execute and return to the County of Mason a signed acceptance of the franchise granted hereunder. The acceptance shall be in the form of the acceptance attached hereto as Exhibit "A", and in accepting the franchise, Franchisee warrants that it has carefully read the terms and conditions of this franchise and accepts all of the terms and conditions of this franchise and agrees to abide by the same and acknowledges that it has relied upon its own investigation of all relevant facts, that it has had the assistance of counsel, that it was not induced to accept a franchise, that this franchise represents the entire agreement between the Franchisee and the County of Mason. In the event the Franchisee fails to submit the countersigned ordinance and acceptance as provided for herein within the time limits set forth in this section, the grant herein is and shall become null and void. XIX. MISCELLANEOUS PROVISIONS A. Controlling Law/Venue. Any disputes concerning the application or interpretation of any of the provisions of this franchise shall be governed by the laws of the State of Washington. Venue of any action or arbitration brought under this franchise shall be in Mason County,Washington or the Western District of Washington if an action is brought in federal court, provided, however, that venue of such action is legally proper. B. Liens. Franchisee shall promptly pay and discharge any and all liens arising out of any Work done, suffered or permitted to be done by Franchisee on any Franchise Area. C. Waiver. No waiver by either party of any provision of this franchise shall in any way impair the right of such party to enforce that provision for any subsequent breach, or County of Mason's right to enforce all other provisions of this franchise. 16 D. Attorney's Fees. If any action at law or in equity is necessary to enforce or interpret the terms of this franchise,the substantially prevailing Party or Parties shall be entitled to reasonable attorney's fees,costs and necessary disbursements in addition to any other relief to which such Party or Parties may be entitled. E. Amendment. This franchise may be amended only by a written contract signed by authorized representatives of Franchisee and County of Mason. F. Severability. If any provision of this franchise is held to be illegal, invalid or unenforceable under present or future laws,such provision will be fully severable and this franchise will be construed and enforced as if such illegal, invalid or unenforceable provision is not a part hereof,and the remaining provisions hereof will remain in full force and effect. In lieu of any illegal, invalid or unenforceable provision herein, there will be added automatically as a part of this franchise; a provision as similar in its terms to such illegal, invalid or unenforceable provision as may be possible and be legal,valid and enforceable. G. Joint and Several Liability. Franchisee acknowledges that, in any case in which Franchisee and Franchisee's Contractors are responsible under the terms of this franchise, such responsibility is joint and several as between Franchisee and any such Franchisee's Contractors; provided that,the Franchisee is not prohibited from allocating such liability as a matter of contract. H. Notices. Any notice contemplated, required, or permitted to be given under this franchise shall be sufficient if it is in writing and is sent either by: (a)registered or certified mail, return receipt requested;or(b)a nationally recognized overnight mail delivery service,to the Party and at the address specified below,except as such Party and address may be changed by providing notice to the other Party no less than thirty (30) days' advance written notice of such change in address. Franchisee: Collins Lake Community Club PO BOX 364 Gig Harbor, WA 98335 Attn: Tracy Butzko Grantor: County of Mason Public Works 100 Public Works Drive Shelton, WA 98584 I. Approvals. Nothing in this franchise shall be deemed to impose any duty or obligation upon the County of Mason to determine the adequacy or sufficiency of Franchisee's plans and specifications or to ascertain whether Franchisee's proposed or actual construction, testing, maintenance,repairs,replacement,relocation,adjustment or removal is adequate or sufficient or in 17 conformance with the plans and specifications reviewed by the County of Mason. No approval given, inspection made,review or supervision performed by the County of Mason pursuant to this franchise shall constitute or be construed as a representation or warranty express or implied by County of Mason that such item approved, inspected, or supervised, complies with laws, rules regulations or ordinances or this franchise or meets any particular standard,code or requirement,or is in conformance with the plans and specifications,and no liability shall attach with respect thereto. County and inspections as provided herein, are for the sole purpose of protecting the County of Mason's rights as the owner or manager of the road rights-of-way and shall not constitute any representation or warranty,express or implied,as to the adequacy of the design,construction,repair, or maintenance of the utility facilities, suitability of the Franchise Area for construction, maintenance,or repair of the utility facilities,or any obligation on the part of the County of Mason to insure that work or materials are in compliance with any requirements imposed by a governmental entity. County of Mason is under no obligation or duty to supervise the design, construction, installation, relocation, adjustment, realignment, maintenance, repair, or operation of the utility facilities. J. Force Majeure. Neither Party hereto shall be liable to the other Party for any failure to perform an obligation set forth herein to the extent such failure is caused by war,act of terrorism or an act of God, provided that such Party has made and is making all reasonable efforts to perform such obligation and minimize any and all resulting loss or damage. K. Construction. All pronouns and any variations thereof shall be deemed to refer to the masculine,feminine or neuter, singular or plural,as the identity of the Party or Parties may require. The provisions of this franchise shall be construed as a whole according to their common meaning, except where specifically defined herein,not strictly for or against any party and consistent with the provisions contained herein in order to achieve the objectives and purposes of this franchise. L. Incorporation by Reference. All exhibits annexed hereto at the time of execution of this franchise or in the future as contemplated herein, are hereby incorporated by reference as though fully set forth herein. M. Calculation of Time. All periods of time referred to herein shall include Saturdays, Sundays,and legal holidays in the State of Washington,except that if the last day of any period falls on any Saturday,Sunday,or legal holiday in the State of Washington,the period shall be extended to include the next day which is not a Saturday, Sunday, or legal holiday in the State of Washington. N. Entire Agreement. This franchise is the full and complete agreement of County of Mason and Franchisee with respect to all matters covered herein and all matters related to the use of the Franchise Area by Franchisee and Franchisee's Contractors,and this franchise supersedes any and all other agreements of the Parties hereto with respect to all such matters,including,without limitation, all agreements evidencing the franchise. O. No Recourse. Without limiting such immunities as the County or other persons may have 18 under applicable law,Franchisee shall have no monetary recourse whatsoever against the County or its officials, boards, commissions, agents, or employees for any loss or damage arising out of the County's exercising its authority pursuant to this Franchise or other applicable law. . P. Responsibility for Costs. Except as expressly provided otherwise,any act that Franchisee is required to perform under this franchise shall be performed at its cost. If Franchisee fails to perform work that it is required to perform within the time provided for performance, the County may perform the work and bill the'Franchisee. The Franchisee shall pay the amounts billed within 30 days. ,Q. Work of Contractors and Subcontractors. Work by contractors and subcontractors is subject to the same restrictions, limitations, and conditions as if the work was performed by the Franchisee. The Franchisee shall be responsible for all work performed by its contractors and subcontractors,and others performing work on its behalf,under its control,or under authority of its utility permit,as if the work were performed by it and shall ensure that all such work is performed in compliance with this franchise, Title 12 MCC, the Manual and other applicable law, and shall be jointly and severally liable for all'damages and correcting all damage caused by them. It is the Franchisee's responsibility to ensure that contractors, subcontractors, or other Persons performing work on the Franchisee's behalf are familiar with the requirements of the franchise,Title 12 MCC, the Manual, and other applicable laws goveming the work performed by them. R., Survival of Terms. Upon the expiration, termination, revocation or forfeiture of the franchise,the Franchisee shall no longer have the right to occupy the franchise area for the purpose of providing services authorized herein. However,the Franchisee's obligations under this franchise to the County shall survive the expiration, termination, revocation or forfeiture of these rights according to its terms for so long as the Franchisee's utility facilities shall remain in whole or in part in the road rights of way. By way of illustration and not limitation, Franchisee's obligations to indemnify, defend and hold harmless the County, provide insurance and a performance/payment bond pursuant to Section XI and Franchisee's obligation to relocate its utility facilities pursuant to Section VIII, shall continue in effect as to the Franchisee, notwithstanding any expiration, termination, revocation or forfeiture of the franchise, except to the extent that a County-approved transfer, sale,or assignment of the utility system is completed, and another entity has assumed full and complete responsibility for the utility system or for the relevant acts or omissions. S. Warranties. By acceptance.of this franchise, Franchisee warrants: 1. That Franchisee has full right and authority to enter into and perform this Franchise in accordance with the terms hereof, and by entering into or performing this Franchise, Franchisee is not in violation of its charter or by-laws,or any law,regulation,or agreement by which it is bound or to which it is subject; and 2. That the execution,delivery,and performance of this Franchise by Franchisee has been duly authorized by all requisite Board/Commission action, that the signatories for Franchisee of the acceptance hereof are authorized to sign this Franchise,and that the joinder or consent of any other 19 party, including a court, trustee, or referee, is not necessary to make valid and effective the execution, delivery, and performance of this Franchise and acceptance. DATED at Shelton, Washington this day of 20_. BOARD OF COMMISSIONERS APPROVED: MASON COUNTY, WASHINGTON County Engineer Chair Approve as to form: Vice Chair Chief D.P.A. Commissioner 20 Exhibit A ACCEPTANCE OF FRANCHISE Ordinance No. 115-06, effective November 14 2006. uJu / // a*1'16an of �l/r 5 (��I, L..OY'2�, � r , am the dda wa �- �a wmuK�� Ci,_), , and am the authorized representative to accept the above-referenced franchise on behalf of `( I certify that this franchise and all terms and conditions thereof are accepted by i aLim Intlyub -; without qualification or reservation. DATED this -7 day of ©G+440�- , 20 FRANCHISEE By: 01� Its: wiz_lfec .1"s Tax Id. No. S k- n 9\^17 $ STATE OF ) ss. COUNTY OF P I&OC.f, ) I certify that I know or have satisfactory evidence that LD rev) is the person who appeared before me,and said person acknowledged that he/she signed this instrument,ono th stated that he/she was authorized to execute//t��}e i strument and acknowledged it as the �•AM5 of the �,raS �IJL Lam i Llu� to be the free and voluntary act of such party for the uses and purposes mentioned in the instruAient. Dated: - Notary Public Ll SA H SCOTT Print Name L �)• S� tJOTARY PUBLIC My commission expires { STATE OF WASHINGTON ' i COMMISSION EXPIRES r, SEPTEIABER 28,2021 A EXHIBIT B Description of Franchise Area Collins Lake A -T— NE HILLTOP_PL Q� 2� kc Ng LAKE DR or Z Z m c o I 0 NE$ELFAIR_TAHUYq RD B RECORDED AT THE REQUEST OF AND AFTER RECORDING RETURN TO: County of Mason 100 West Public Works Drive Shelton WA 98584 Attn: County Engineer Title: Collins Lake Community Club Franchise Agreement Grantor: COUNTY OF MASON, a legal subdivision of the state of Washington Grantee: Collins Lake Communit�Club Description of Franchise Area: SEE EXHIBIT B IN THE MATTER OF THE APPLICATION OF Shorecrest Estates Water Company FOR A FRANCHISE PERMIT TO CONSTRUCT, OPERATE, AND MAINTAIN Water Utility Facilities and Appurtenances UTILITY FACILITIES, OVER, ALONG AND UNDER COUNTY ROADS AND HIGHWAYS LOCATED IN MASON COUNTY, WASHINGTON Application of(Name of Operator) Shorecrest Estates Water Company, doing business in Washington as Shorecrest Estates Water Company, with its principal offices located at 50 E Sylvan Lane, Shelton, WA 98584 by and through(person authorized to act for and on behalf of applicant) Shorecrest Estates Water Company employees&contractors,for a franchise to construct,operate and maintain(description oftype)Water utility facilities in,over,along and under county roads and highways in Mason County,Washington, as set forth in attached Exhibit`B"(Franchise Area),having come on regularly for hearing before the County Commissioners 'of Mason County, Washington, on the day of , 20 , at the hour of , under the provisions of RCW 36.55, RCW 80.32.010 and RCW 80.36.040, and it appearing to the Board that notice of said hearing has been duly given as required by law, and that it is in the public interest to allow the franchise herein granted; NOW THEREFORE, IT IS ORDERED that a non-exclusive franchise be, and the same is hereby given and granted to Operator, and its successors and assigns,hereinafter referred to as the Franchisee, for a period of 10 years with automatic renewal at the end of each term of 10 years unless either party gives the other written notice of termination at least 30 days prior to the end of the relevant term. (no more than ten years each term and can only be renewed 3 times) from and after the date of the entry of this order for the purposes, at the location(s), and upon the express terms and conditions as described herein. 1. DEFINITIONS For the purposes of this franchise,terms,phrases,words,and their derivations not defined herein that are defined in Title 12 of the Mason County Code or the Manual on Accommodating Utilities in the Mason County Right-of-Way published by the County Engineer(the"Manual"),shall have the same meaning or be interpreted as provided in Title 12 of the Mason County Code or the Manual. Words not defined here, in Title 12 of the Mason County Code or the Manual shall have their ordinary meaning. A reference to Title 12 of the Mason County Code or the Manual refers to the same as may be amended, revised, updated, re-enacted or re-codified from time to time. It. GRANT The County of Mason hereby grants to the Franchisee a non-exclusive franchise which, once it becomes effective shall authorize the Franchisee to enter upon the road rights-of-way located 1 within the Franchise Area identified in attached Exhibit"B", for the purpose of installing, constructing, maintaining, repairing, replacing, adjusting, relocating and operating the utility facilities, which grant shall be limited to the following described purpose(s): Water Utility Facilities and appurtenances. Such grant is subject to and must be exercised in strict accordance with and subject to this franchise, Title 12 of the Mason County Code, the Manual and all applicable laws, rules, regulations and ordinances. Franchisee's exercise of any rights granted pursuant to the franchise is subject to the exercise of the County's police powers, and other regulatory powers as it may have or obtain in the future. No rights shall pass to the franchisee by implication. This franchise does not include permission to enter into or upon the road rights-of-way for any purposes others than the purposes expressly described herein. Permittee has a duty to notify the County of any change in use or condition of the utility facilities that may affect the status of the utility facilities or the impact of the utility facilities upon the road rights-of-way. III. UTILITY PERMIT REQUIRED Franchisee shall not commence or perform work(hereafter"Work")to install, construct,maintain repair, replace adjust, connect, disconnect, rebuild, or relocate its utility facilities within the road rights-of-way,without first applying for,paying all associated fees,and obtaining a utility permit as required pursuant to Title 12 of the Mason County Code. In any utility permit so issued,the County may impose,as a condition of the granting the utility permit,such conditions and regulations as may be necessary for the protection,preservation and management of the road rights-of-way,including, by way of example and not..limitation, for the purpose of protecting any structures in the road rights-of-way, maintaining proper distance from other utilities, ensuring the proper restoration of such road rights-of-way and structures, and for the protection of the County and the public and the continuity of pedestrian and vehicular traffic. Franchisee shall first file with the County Engineer its application for a utility permit to do such Work together with plans and specifications in triplicate showing at a minimum: A. The position,depth and location of all such utility facilities sought to be constructed,laid, installed or erected at that time,showing their relative position to existing county roads,rights-of-way or other county property upon plans drawn to scale,hereinafter collectively referred to as the"map of definite location; " B. The class and type of material and equipment to be used, manner of excavation, construction,installation,backfill,erection of temporary structures,erection of permanent structures, traffic control, traffic turnouts and road obstructions; C. The manner in which the utility facility is to be installed; D. Measures to be taken to preserve safe and free flow of traffic; 2 - E. Structural integrity of the roadway,bridge, or other structure; F. Specifications for the restoration of the county road,right-of-way or other county property in the event that the road right of way will be disturbed by the Work; and G. Provision for ease of future road maintenance and appearance of the roadway. Provision shall be made for known or planned expansion of the utility facilities,particularly those located underground or attached to bridges or other structures within the road right-of-way. The location, alignment and depth of the utility facilities shall conform with said map of definite location, except in instances in which deviation may be allowed thereafter in writing by the County Engineer pursuant to application by Franchisee. All such Work shall be subject to the approval of and shall pass the inspection of the County Engineer.The Franchisee shall pay.all costs of and expenses incurred in the examination,inspection and approval of such work on account of granting the said utility permits. IV. RESTORATION OF ROAD RIGHT OF WAY In any Work which disturbs or causes damage to the road rights-of-way subject to this franchise, public or private property, the Franchisee shall at its own expense and with all convenient speed, complete the work to repair and restore the county road right-of-way, or the public or private property so disturbed or damaged, and leave the same in as good or better condition as before the Work was commenced,to the reasonable satisfaction of the County Engineer. The Franchisee shall pay all costs of and expenses incurred in the examination, inspection and approval of such restoration or repair. The County Commissioners and/or County Engineer may at any time do,order or have done any and all work that they consider necessary to restore to a safe condition such County road right-of-way or other County property left by the Franchisee or its agents in a condition dangerous to life or property, and the Franchisee,upon demand, shall pay to the County all costs of such work. V. FRANCHISEE WORK IN RIGHT OF WAY Franchisee expressly agrees and understands that,with regard to Work within the road rights-of-way: A. All of Franchisee's utility facilities and Work within the road rights-of-way or other County property shall be in compliance with the provisions of Title 12 MCC, the Manual, the administrative regulations adopted by the County Engineer,other County established requirements for placement of utility facilities in road rights-of-way, including the specific location of utility facilities in the road rights-of-way, and all applicable laws, rules, regulations and ordinances; B. In preparing plans and specifications for Work of utility facilities in the road rights-of- 3 way the-Franchisee shall use the Manual. Prior to commencement of work in the road rights-of-way, - Franchisee shall submit such plans and.specifications to the Mason County Engineer for review and _ approval together with adequate exhibits depicting existing or proposed location of the utility facility - in relation to the road, including right-of way or easement lines; relationship to currently planned = road revisions,-if applicable; and all locations and situations for which deviations in depth of cover (including the proposed method of protection) or other locational standards that are anticipated; C: All-Work.-to utility facilities located within the road rights-of-way or other county - property subject to this franchise shall be done in such a manner as not to interfere, other than in . ways approved by the County,.with:the_construction, operation and maintenance of other utilities, public or private, drains;drainage ditches and structures, irrigation ditches and structures, located therein,nor with the grading or improvements of such County roads,rights-of-way or other County property; 'D. The owners and operators'of all utility facilities (public or private) installed in the Franchise Area or other county'property prior in time to the utility facilities of the Franchisee,shall have preference as to the alignment-and location of such utilities so installed with respect to the Franchisee. 'Such preference shall-continue in the event of the necessity of relocating or changing the grade of any such county road or right-of-way; E. Franchisee shall perform the Work and operate its utility facilities in a manner that minimizes interference with the use of the road rights-of-way by others,including others that maybe installing utility facilities; and F. The County may require that Franchisee's utility facilities be installed at a particular time, at a specific place,or in a particular manner as a condition of access to a particular road right-of-way; may deny access if a Franchisee is not willing to comply with the County's requirements; and may remove, or require removal of, any utility facility that is not installed in compliance with the requirements established by the County,or which is installed without prior County approval of the time, place, or manner of installation and charge the Franchisee for all the costs associated with removal; and may require Franchisee to cooperate with others to minimize adverse impacts on the road rights-of-way through joint trenching and other arrangements. G. The County may inspect the utility facilities at any time reasonable under the circumstances to ensure compliance with this franchise and applicable law,including to ensure that the utility facilities are constructed and maintained in a safe condition. If an unsafe condition is found to exist,the County,in addition to taking any other action permitted under applicable law,may order the Franchisee, in writing, to make the necessary repairs and alterations specified therein forthwith to correct the unsafe condition on a time-table established by the County which is reasonable in light of the unsafe condition. The County has the right to correct,inspect,administer, and repair the unsafe condition if the Franchisee fails to do so, and to charge the Franchisee therefore. The right of the County to conduct such inspections and order or make repairs shall not be construed to create an obligation therefore,and such obligation to construct and maintain its utility 4 facilities in-a safe condition shall at all times remain the sole obligation of the Franchisee. H. When required by the County,Franchisee shall make information available to the public - regarding any work involving the ongoing installation,construction,adjustment,relocation,repair or maintenance of its utility facilities sufficient to show(1)the nature of the work being performed; (2)where it is being performed; (3)its estimated completion date; and(4)progress to completion. I. FRANCHISEE IS PLACED.ON NOTICE THAT FIBER OPTIC,COMMUNICATIONS, POWER; CONTROL SYSTEMS, OTHER TYPES OF CABLES, AND PIPELINES MAY BE BURIED ON THE RIGHT OF WAY. Before beginning any underground work, Franchisee will _ contact the appropriate personnel to have such facilities located and make arrangements as to protective measures that must be adhered to prior to the commencement of any work within the Road rights-of-way. _In-addition to the liability terms elsewhere in this Agreement, Franchisee shall indemnify and hold the County 'and its-elected and appointed officers, employees and agents harmless against and from all cost,liability,and expense whatsoever(including,without limitation, attorney's fees and court costs and expenses)arising out of or in any way contributed to by any act or omission of Franchisee,its contractor,agents and/or employees,that cause or in any way or degree contribute to (1)any damage,to or destruction of any such facilities by Franchisee, and/or its contractor, agents and/or employees;'on.the County's property, (2) any injury to or death of any person employed by or.on behalf of any entity,and/or its contractor,agents and/or employees,on the road rights-of-way, and/or(3) any claim or cause of action for alleged loss of profits or revenue,or loss of service, by a customer or user of services or products of such company(ies) (collectively "Liabilities" for purposes of this Section V.I). The only Liabilities with respect to which Franchisee's obligation to indemnify the County and its elected and appointed officers, employees and agents does not apply are Liabilities to the extent arising out of,caused by or resulting from the negligence of the County, and its elected and appointed officers, employees and agents and Liabilities that by law the County and its elected and appointed officers, employees and agents for which the County cannot be indemnified. J. Franchisee shall continuously be a member of the State of Washington one number locator service under RCW 19.122, or an approved equivalent, and shall comply with all such applicable rules and regulations. K. Except in the event of emergency as described below,Franchisee and its Agents may not enter upon the Franchise Area to perform work for which a utility permit is not required,unless and except upon two-business days notice to the County Engineer. L. In the event of an emergency involving the threat of imminent harm to persons or property,and for purposes of taking immediate corrective action,Franchisee and its agents may enter the Franchise Area without advance notice to the County as long as such entry is for the sole purpose of addressing the emergency;provided however,that if any entry for such purposes would require issuance of a utility permit,Franchisee shall give the County verbal or telephonic notice of the places where and the manner in which entry is required prior to such entry,promptly followed by written notice. In all cases,notice to the County shall be given as far in advance as practical prior to entry or as soon as practicable after entry upon the road right-of-Way. 5 M. Franchisee shall promptly reimburse the County for their reasonable and direct costs incurred in responding to an emergency that is caused, created by or attributable to the presence, construction,-maintenance,repair,or operation of the Franchisees utility facilities in the road rights- of-way. N. If,during installation,construction,relocation,realignment,adjustment,maintenance,or repair of the Franchisee's utility facilities in the road rights-of-way,Franchisee or its agents discover scientific br-historic artifacts,Franchisee shall immediately notify the County of said discovery and shall protect such artifacts in a manner as specified by the County. Any such artifact shall be the property of the County if the County wishes to own it. VI. PROTECTION OF PUBLIC All work done under this franchise shall be done in a thorough and workman-like manner. In the performance of Work within or near the road rights-of-way, including without limitation, the opening of trenches and the tunneling under county roads,rights-of way or other county property,the Franchisee shall leave such.trenches, ditches and tunnels in such a way as to interfere as little as possible with public travel and shall take all due and necessary precautions to guard the same,so that - damage or injury shall not occur or arise by reason of such Work; and where any of such trenches, ditches and tunnels are left open at night,'the Franchisee shall place warning lights,barricades and other appropriate protective devices at such a position as to give adequate warning of such Work. The Franchisee shall be liable for any injury to person or persons or damage to property sustained arising out of its carelessness or neglect, or through any failure or neglect to properly guard or give warning of any trenches, ditches or tunnels dug or maintained by the Franchisee. VII. POLICE POWERS The County of Mason,in granting this franchise,does not waive any rights which it now has or may hereafter acquire with respect to county roads, rights-of-way or other county property and this franchise shall not be construed to deprive the county of any powers, rights or privileges which it now has or may hereafter acquire to regulate the use of and to control the county roads,rights-of-way and other county property covered by this franchise. The County retains the right to administer and regulate activities of the Franchisee up to the fullest extent of the law. The failure to reserve a particular right to regulate, or reference a particular regulation, shall not be interpreted by negative implication or otherwise to prevent the application of a regulation to the Franchisee. VIII. RELOCATION Franchisee shall, in the course of any Work, comply with the following requirements: A. The Franchisee shall, by a time specified by the County, protect, support, temporarily disconnect,relocate,or remove any of its utility facilities when required by the County by reason of traffic conditions;public safety;road right-of-way construction;road right-of-way repair(including 6 resurfacing or widening); change of road right-of-way grade; construction,installation,or repair of County-owned sewers,drains,water pipes,power lines,signal lines,tracks,communications system, other public-work, public facility, or improvement of any government-owned utility; road right-of-way vacation;or for any other purpose where the County work involved would be aided by the removal or relocation of the utility facilities. Collectively,such matters are referred to below as the "public work." Franchisee acknowledges and understands that any delay by Franchisee in performing the herein described work.may delay, hinder, or interfere with the work performed by the County and its contractors and subcontractors.done in furtherance of such Public Work and result in damage to the County,including but not limited to,delay claims. Franchisee shall cooperate with the County and -its contractors and subcontractors to coordinate such Franchisee work to accommodate the Public Work project and project schedules to avoid delay, hindrance of, or interference with the Public Work. The County of Mason shall make available to the Franchisee a copy of the Six Year Transportation Program and the County's annual construction program after adoption each year. It is anticipated these programs will aid the utility in planning construction programs. B. Franchisee has a duty to protect its utility facilities from work performed by the County within the road rights-of-way. The rights granted to the Franchisee herein do not preclude the County.of Mason,-its employees, contractors, subcontractors, and agents from blasting, grading, excavating, or doing other necessary road work contiguous to Franchisee's utility facilities; providing that, the Franchisee shall be given a minimum of forty-eight (48) hours notice of said blasting or other work in order that the Franchisee may protect its utility facilities. C. In the event of an emergency,or where the utility facility creates or is contributing to an imminent danger to health, safety, or property, the County may protect, support, temporarily disconnect,remove,or relocate any or all parts of the utility facility without prior notice,and charge the Franchisee for costs incurred. D. If any Person that is authorized to place facilities in the road right of way requests the Franchisee to protect, support,temporarily disconnect,remove, or relocate the Franchisee's utility facilities to accommodate the construction,operation,or repair of the facilities of such other person, the Franchisee shall,after 30 days'advance written notice,take action to effect the necessary changes requested;provided that,if such project is related to or competes with Franchisee's service,or if the effect of such changes would be to permanently deprive Franchisee of the beneficial enjoyment of this franchise for its intended purposes through interference with the operation of Franchisee's utility facilities or otherwise, Franchisee shall not be required to relocate its utility facilities. Unless the matter is governed by a valid contract or a state or federal law or regulation, or unless the Franchisee's utility facilities were not properly installed, the reasonable cost of the same shall be borne by the Person requesting the protection, support, temporary disconnection, removal, or relocation at no charge to the County, even if the County makes the request for such action. 7 -E: The Franchisee shall,on the request of any person holding a valid permit issued by a .governmental authority, temporarily raise or lower its wires to permit the moving of buildings or .other objects: The expense of-such temporary removal or raising or lowering of wires shall be paid by the person requesting the same. The County of Mason will accept liability for direct and actual damages to said Franchisee that are the result of the negligence of Mason,County, its trustees, officers, employees, contractors, ubcontractors: or-agents. while :performing County improvement or Public Works projects - enumerated in-the original franchise agreement under Section VIII,paragraph B. Direct and actual damages are-specifically limited to physical damage to properly installed and located infrastructure of the Franchisee and the cost to xepair'such physical damage. Mason County retains the right to assert-all-applicable defenses in the event of a dispute including contributory negligence on the part of the Franchisee. Mason County shall in no way be liable for incidental damages claimed to arise from such actions. All-Work to be performed by the Franchisee under this section shall pass the inspection of the County Engineer.:The Franchisee shall pay all costs of and expenses incurred in the examination, inspection and approval of such work. IX. PRESERVATION OF MONUMENTS/MARKERS Before any work is performed under-this franchise which may affect any existing monuments or markers of any nature relating to subdivisions,plats,roads and all other surveys,the Franchisee shall reference all such monuments and markers. The reference points shall be so located that they will not be disturbed during the Franchisee's operations under this franchise. The method of referencing these monuments or other points to be referenced shall be approved by the County Engineer. The replacement of all such monuments or markers disturbed during construction shall be made as expeditiously as conditions permit,and as directed by the County Engineer. The cost of monuments or other markers lost, destroyed, or disturbed, and the expense of replacement by approved monuments shall be borne by the Franchisee. A complete set of reference notes for monument and other ties shall be filed with the office of the Mason County Engineer. X. VACATION OF ROAD RIGHT-OF-WAY If at any time the County shall vacate any County road,right-of-way or other County property which is subject to rights granted by this franchise and said vacation shall be for the purpose of acquiring the fee or other property interest in said road, right-of-way or other county property for the use of Mason County,in either its proprietary or governmental capacity,then the Board of Mason County Commissioners may, at its option, and by giving thirty(30) days written notice to the Franchisee, terminate this franchise with reference to such county road,right-of-way or other county property so vacated, and the County of Mason shall not be liable for any damages or loss to the Franchisee by reason of such termination. It has been the practice of Mason County to reserve easements for 8 utilities at the time of road vacation,and will continue to be the practice until such time the Board of Mason County Commissioners direct a change of practice. XI. FINANCIAL SECURITY A. Insurance Except as otherwise provided herein,Franchisee shall maintain for itself and the County,throughout the entire period any part of Franchisee's utility facilities are located in the Franchise Area, adequate insurance to protect the Parties and their elected and appointed officers, agents, employees against all of County's:and Franchisee's liability arising out of Franchisee's use and occupancy of the Franchise Area or any part thereof. This obligation shall require the Franchisee to maintain insurance at least in the following amounts: 1. COMMERCIAL GENERAL LIABILITY insurance to cover liability, bodily injury, and property damage. The Commercial General Liability insurance shall be written on an occurrence basis; withan aggregate limit location endorsement for the Franchise Area, and shall provide coverage for any and all costs, including defense costs, and losses and damages resulting from personal injury, bodily injury and death, property damage, products liability and completed operations. Such insurance shall include blanket contractual coverage,including coverage for the Franchise as now or hereafter amended and specific coverage for the indemnity provisions set forth herein. Coverage must be written with the following limits of liability: Bodily and Personal Injury&Property Damage $ 1,000,000 per Occurrence $ 2,000,000 aggregate 2 WORKERS' COMPENSATION insurance shall be maintained to comply with statutory limits for all employees,and in the case any work is sublet,the Franchisee shall require its contractors and subcontractors similarly to provide workers' compensation insurance for all the employees. The Franchisee shall also maintain, during the life of this policy, employer's liability insurance;provided that this obligation shall not apply to any time period during which Franchisee has no employees. The following minimum limits must be maintained: Workers' Compensation Statutory Employer's Liability $ 1,000,000 each occurrence 3.COMPREHENSIVE AUTO LIABILITY insurance shall include owned,hired,and non-owned vehicles operated by Franchisee employees on an occurrence basis with coverage of at least$2,000,000 per occurrence. If the Franchisee,its contractors, or subcontractors do not have the required insurance,the County may require such entities to stop operations until the insurance is obtained and approved. Certificates of Insurance reflecting evidence of the required insurance and approved by the County's 9 Risk-Manager for the GENERAL LIABILITY policies described above,shall be sent to the County's : risk manager.' The.,certificate shall be.filed with the acceptance of the franchise, and annually _. .thereafter,and as-provided below: All:coverage shall be listed all on one certificate with the same = expiration dates. The certificates shall-contain a provision that coverages afforded under these policies will not be -canceled until.at least 30 days'prior written notice has been given to the County. In the event that the insurance certificate provided indicates that the insurance shall terminate or lapse_during the period of the franchise,then,in that event,the Franchisee shall furnish, at least 30 days prior to the expiration of the date of such insurance,a renewed certificate of insurance as proof - - that equal and like coverage has been or will be obtained prior to any such lapse or termination during the balance of the period of the franchise. The County reserves the right, during the term of the franchise, to require any other insurance coverage or-adjust the policy limits as it deems reasonably necessary utilizing sound risk management practices and principals based upon the loss exposures. Each insurance policy required pursuagbto this franchise shall be primary and non-contributing as respects any coverage maintained'bythe;County and shall include an endorsement reflecting the same. Any other coverage maintained by County shall be excess of this coverage herein defined as primary and shall not contribute with it. The certificate of insurance must reflect that the above wording is included in all such policies. Each insurance policy obtained pursuant to this franchise shall be issued by financially sound insurers who may lawfully do business in the State of Washington with a financial rating at all times during coverage of no less than rating of"A" and a class of"X" or better in the latest edition of "Best's Key Rating Guide"published by A.M.Best Company,or such other financial rating or rating guide approved in writing by the County's risk manager. In the event that at any time during coverage,the insurer does not meet the foregoing standards,Franchisee shall give prompt notice to the County and shall seek coverage from an insurer that meets the foregoing standards. The County reserves the right to change the rating or the rating guide depending upon the changed risks or availability of other suitable and reliable rating guides. Comprehensive general liability insurance policies and coverage obtained pursuant to this franchise shall include an endorsement(standard ISO form CG 24-17) deleting all exclusions for work or incidents occurring within any distance from a railroad track or railroad property, or on, over, or under a railroad track. Insurance policies required pursuant to this franchise shall have no non-standard exclusions unless approved of by the County Risk Manager or designee. Commercial general liability insurance policies obtained pursuant to this franchise shall name the 10 County.as.an additional insured without limitation,pursuant to an endorsement approved of by the County's Risk Manager or designee. Franchisee and-Franchisee's Contractors' insurers, through policy endorsement, shall waive their rights of subrogation against the County for all claims and suits. The certificate of insurance must reflect this waiver of subrogation rights endorsement. Commercial General Liability Insurance policies and coverage required herein of public utility operators may include a reasonable deductible or self-insured retention;provided,however,that as to any Loss or Damage covered as-provided herein, if Franchisee elects to include any deductible or self-insured retention,Franchisee shall itself directly cover,in lieu of insurance,any and all County liabilities that would otherwise in accordance with the provisions of this Franchise be covered by Franchisee's insurance if Franchisee elected not to include a deductible or self-insured retention. Such.direct coverage by Franchisee shall be in an amount equal to the amount of Franchisee's actual deductible or self-insured retention.:Franchisee shall be required to provide a certification of self- insurance retention to the county in a form and content acceptable to the county engineer. B. -Performance/Payment Bond. At the same time Franchisee provides its acceptance of this Franchise, the Franchisee shall, if required by the County Engineer, provide a performance and payment bond to ensure the full and faithful performance of all of its responsibilities under this franchise and applicable rules,regulations and ordinances, including,by way of example, but not limited to,its obligations to relocate and remove its utility facilities,to restore the road rights-of-way and other property when damaged or disturbed, and to reimburse the County for its costs. The amount of the performance and payment bond shall be for ZERO ($D). The amount of the bond,or cash deposit as described below,may be adjusted by the County every five years from the date of execution of this franchise,to take into account cumulative inflation or increased risks to the County. The Franchisee maybe required to obtain additional bonds in accordance with the County's ordinary practices. The bond shall be in a form with terms and conditions acceptable to the County and reviewed and approved by the County Engineer. The bond shall be with a surety with a rating no less than "A V in the latest edition of"Bests Key Rating Guide," published by A.M. Best Guide. The Franchisee shall pay all premiums or costs associated with maintaining the bond,and shall keep the same in full force and effect at all times.If Franchisee fails to provide or maintain the bond,then the County,in its sole discretion,may require Franchisee to substitute an equivalent cash deposit as described below in lieu of the bond. Franchisee, may at its election or upon order by the County, substitute an equivalent cash deposit instead of a performance and payment bond. This cash deposit shall ensure the full and faithful performance of all of Franchisee's responsibilities hereto under this Permit and all applicable laws, rules, regulations or ordinances. This includes,but is not limited to, its obligations to relocate or remove its facilities, restore the road rights-of-way and other property to their original condition, reimbursing the County for its costs, and keeping Franchisee's insurance in full force. The County shall notify Franchisee in writing, by certified mail, of any default and shall give 11 Franchisee thirty(30)days from the date of such notice to cure any such default. In the event that the .::Franchisee fails to-cure-such default to.the satisfaction of the County,the County may,at its option, forfeit the entire amount'of the.cash deposit or draw upon the cash deposit up to the amount of the County's-costs incurred to cure Franchisee's default. Upon the County's cure of Franchisee's default;the County shall notify Franchisee in writing of such cure. In the event that the County draws upon the cash deposit or forfeits the same, Franchisee shall thereupon replenish the cash deposit to the full amount as specified herein or provide a replacement performance and payment bond. Before any Work commences in the road right-of-way,the County Engineer may require the operator to provide a performance and payment bond for each separate project in an amount to be determined by the.County Engineer,-but not -less-than five hundred dollars, written by a surety company acceptable to the County Risk Manager and authorized to do business in the state of Washington. The purpose of.the bond-is to insure .completion of construction, including the restoration of surfacing,slopes,slope treatment,topsoil,landscape treatment,and drainage facilities,and cleanup of rights-of-way, and payment of costs incurred by the County to enforce the requirements of this Chapter. _The performance and payment bond shall be in place for a period ending not more than one year after the date of completion. A project specific performance bond shall not be required in the event that the franchisee has in place a blanket performance bond and, when required, a payment bond, maintained pursuant to the requirements of this franchise. A performance and payment bond for work in the road right-of-way will not be required of the United States Government or any of its agencies or of any municipal corporation or department of the state of Washington and its local subdivisions. C. Limitation of Liability. To the fullest extent permitted by law,the Franchisee shall,and shall cause its contractor(s) to release, indemnify, defend and hold harmless the county and the county's legal representatives,officer(elected or), appointed) employees and agents(collectively, "indemnitees") for, from and against any and all claims, liabilities, fines,penalties, cost,damages, losses, liens, causes of action, suits, demands, judgments and expenses (including, without limitations, court costs, attorneys' fees and costs of investigation, removal and remediation and governmental oversight costs),Environmental or otherwise(collectively"liabilities")of any nature, kind, or description,of any person or entity, directly or indirectly,arising out of,resulting from,or related to (in whole or in part): 1. this franchise; 2. any rights or interests granted pursuant to this franchise; 3. franchisee's occupation and use of the road right of way; 12 4. franchisee's operation of its utility facilities; - 5. the presence of utility facilities within the right of way; 6. the environmental condition and status of the road right-of--way caused by, aggravated by, or.contributed to, in whole or in part,by franchisee or its agents; or 7. The acts,errors,or omissions of third parties when arising out of the installation, -construction,adjustment,relocation,replacement,removal,or maintenance of such third party utility facilities within the road rights-of--way when such work is performed under authority of the operator's utility permit-or at the direction or under the control of the operator; or 8. any act or omission of franchisee or franchisee's agents; The only liabilities.with respect to which franchisee's obligation to indemnify the indemnitees do not apply are liabilities to the extent arising,out of, caused by or resulting from the negligence of the county, its officers,:agents, employees or contractors and liabilities that by law the indemnities cannon be indemnified for. Upon written notice from the county,franchisee agrees to assume the defense of any lawsuit or other proceeding brought against any indemnitee by any entity, relating to any matter covered by this franchise for which franchisee has an obligation to assume liability for and/or save and hold harmless any indemnitee.Franchisee shall pay all cost incident to such defense,including,but not limited to, attorneys' fees,investigators' fees,litigation and appeal expenses,settlement payments and amounts paid in satisfaction of judgments. Franchisee willfully satisfy said judgment within ninety(90)days after said suit or action shall have finally been determined if determined adversely to Mason County. Upon the Franchisee's failure to satisfy said judgment within the ninety (90) day period, this franchise shall at once cease and terminate. Acceptance by the County of any Work performed by the Franchisee at the time of completion shall not be grounds for avoidance of this covenant. XII. FRANCHISE NONEXCLUSIVE This franchise shall not be deemed to be an exclusive franchise. It shall in no manner prohibit the County of Mason from granting other utilities under,along,across,over and upon any of the County roads,rights-of-way or other County property subject to this franchise and shall in no way prevent or prohibit the County of Mason from constructing, altering,maintaining or using any of said roads, rights-of-way,drainage structures or facilities,irrigation structures or facilities,or any other county property or affect its jurisdiction over them or any part of them with full power to make all necessary changes,relocations,repairs,maintenance, etc.,the same as the county may deem fit. 13 XIII. SUCCESSORS AND ASSIGNS All the provisions conditions,regulations and requirements herein contained shall be binding upon the successors..and assigns of the-Franchisee,and all privileges,as well as all obligations and liability =of the Franchisee, shall ensure:to its successors and assigns equally as if they were specifically mentioned wherever the Franchisee is mentioned. Any reference in this franchise to a specifically named party shall be deemed to apply to any successor, heir, administrator, executor or assign of - such party who has acquired its interest in compliance with the terms of this franchise,or under law. XIV. TRANSFER/ASSIGNMENT Franchisee may assign or-transfer.this franchise after prior written notice to County of Mason and assignee's written commitment,in a form and content approved by the County Prosecutor,delivered to�County-of Mason, that assignees shall thereafter be responsible for all obligations of Franchisee with respect to the franchise and guaranteeing performance under the terms and conditions of the - franchise and that transferee will be bound by all the conditions of the franchise and will assume all the obligations of its predecessor,4 Such an assignment shall relieve the Franchisee of any further obligations under the franchise, including any obligations not fulfilled by Franchisee's assignee; provided that,the assignment shall not in-any respect relieve the Franchisee,or any of its successors in interest,of responsibility for acts or omissions,known or unknown,or the consequences thereof, which acts or omissions occur prior to the time of the assignment. No franchise or master road use permit may be assigned or transferred without filing or establishing with the county the insurance certificates and performance bond as required pursuant to this franchise. XV. ANNEXATION Whenever any of the County roads, rights-of-way or other county property as designated in this franchise,by reason of the subsequent incorporation of any town or city,or extension of the limits of any town or city, shall fall within the city or town limits and shall by operation of law or otherwise terminate in respect to the said roads,rights-of-way or other county property so included with city or town limits; this franchise shall continue in force and effect to all county roads, rights-of-way or other county property not so included in city or town limits. XVI. REVOCATION/REMEDIES A. Revocation. In addition the right to revoke this franchise as set forth in Title 12 of the Mason County Code, if the Franchisee shall willfully violate, or fail to comply with any of the provisions of this franchise through willful or unreasonable neglect or fail to heed or comply with any notice given the Franchisee under the provision of this grant, then Franchisee shall forfeit all rights conferred hereunder and this franchise may be revoked or annulled, after a public hearing by the Board of County Commissioners. The Franchisee shall not be relieved of any of its obligations to comply promptly with any provision of this franchise by reason of any failure of the County to enforce prompt compliance,and the County's failure to enforce shall not constitute a waiver of rights 14 or acquiescence in the Licensee's conduct. Subject to.the-required consent, adjudication, permission or authorization of a federal or state regulatory agency with jurisdiction over the subject matter, upon revocation of the franchise, the - .County may require the Franchisee to remove its utility facilities from any road rights-of-way, and restore such road right-of-way to its same or better condition as existed just prior to such removal,or de-commission and abandon such utility facilities in place in whole or in part and in a manner approved by the County Board of Commissioners. If the Franchisee fails to remove utility facilities that the County requires it to remove,the County may perform the work and collect the cost thereof from the Franchisee. The actual cost,thereof,including direct and indirect administrative costs,shall be a lien upon all utility facilities of the Franchisee within the franchise Area effective upon filing of the lien with the Mason County Auditor. B: Remedies. The County has the right to exercise any and all of the following remedies, singly or in combination,in`the event of Default. "Default"shall mean any failure of Franchisee or its agents to keep,observe,or.perform any of Franchisee's or its agent's duties or obligations under this franchise: 1. Damages.,Franchisee shall be liable for any and all damages incurred by County. 2. Specific Performance. County shall be entitled to specific performance of each and every obligation of Franchisee under this franchise without any requirement to prove or establish that County does not have an adequate remedy at law. Franchisee hereby waives the requirement of any such proof and acknowledges that County would not have an adequate remedy at law for Franchisee's commission of an Event of Default hereunder. 3. Injunction. County shall be entitled to restrain, by injunction, the actual or threatened commission or attempt of an Event of Default and to obtain a judgment or order specifically prohibiting a violation or breach of this Agreement without, in either case, being required to prove or establish that County does not have an adequate remedy at law. Franchisee hereby waives the requirement of any such proof and acknowledges that County would not have an adequate remedy at law for Franchisee's commission of an Event of Default hereunder. 4. Alternative Remedies. Neither the existence of other remedies identified in this franchise nor the exercise thereof shall be deemed to bar or otherwise limit the right of the County to commence an action for equitable or other relief, and/or proceed against Franchisee and any guarantor for all direct monetary damages, costs and expenses arising from the Default and to recover all such damages, costs and expenses,including reasonable attorneys' fees. Remedies are cumulative; the exercise of one shall not foreclose the exercise of others. XVII. SUBSEQUENT ACTION In the event that after this franchise becomes effective, (a) there is a change in the law which 15 broadens the authority of the County of Mason or the Franchisee with respect to any act permitted or authorized under this -franchise; or (b)the County of Mason or the Franchisee believe that amendments to this franchise are necessary or appropriate, then the County of Mason and the Franchisee agree to enter into good faith negotiations to amend this franchise so as to enable the -Parties to address, in a- manner reasonably acceptable to all Parties, such change or other ..development which formed the basis for the negotiations. The Parties recognize that the purpose of the negotiations wouldbe to preserve, to the maximum extent consistent with law, the scope and purpose of this franchise. .Mason County reserves for:itself the.right at any time upon ninety(90) days written notice to the Franchisee, to=so change, amend, modify or amplify any of the provisions or conditions herein enumerated to conform to any state statute or county regulation,relating to the public welfare,health, safety or highway regulation,as may hereafter be enacted,adopted or promulgated and this franchise :maybe terminated at such-time a public hearing is held by the Board of County Commissioners,and - the Franchisee's utility facilities are found not to be operated or maintained in accordance with such statute or regulation. XVIII. ACCEPTANCE Franchisee.shall execute and return to the County of Mason a signed acceptance of the franchise granted hereunder. The acceptance shall be in the form of the acceptance attached hereto as Exhibit "A", and in accepting the franchise, Franchisee warrants that it has carefully read the terms and conditions of this franchise and accepts all of the terms and conditions of this franchise and agrees to abide by the same and acknowledges that it has relied upon its own investigation of all relevant facts, that it has had the assistance of counsel, that it was not induced to accept a franchise, that this franchise represents the entire agreement between the Franchisee and the County of Mason. In the event the Franchisee fails to submit the countersigned ordinance and acceptance as provided for herein within the time limits set forth in this section, the grant herein is and shall become null and void. XIX. MISCELLANEOUS PROVISIONS A. Controlling Law/Venue. Any disputes concerning the application or interpretation of any of the provisions of this franchise shall be governed by the laws of the State of Washington. Venue of any action or arbitration brought under this franchise shall be in Mason County,Washington or the Western District of Washington if an action is brought in federal court, provided, however, that venue of such action is legally proper. B. Liens. Franchisee shall promptly pay and discharge any and all liens arising out of any Work done, suffered or permitted to be done by Franchisee on any Franchise Area. C. Waiver. No waiver by either party of any provision of this franchise shall in any way impair the right of such party to enforce that provision for any subsequent breach, or County of 16 Mason's right to enforce all other provisions of this franchise. D. Attorney's Fees. If any action at law or in equity is necessary to enforce or interpret the terms of this franchise, the substantially prevailing Party or Parties shall be entitled to reasonable attorney's fees,costs and necessary disbursements in addition to any other relief to which such Parry or Parties may be entitled. E. Amendment. This franchise may be amended only by a written contract signed by authorized representatives of Franchisee and County of Mason. F. Severability. If any provision of this franchise is held to be illegal, invalid or unenforceable under present or future laws,such provision will be fully severable and this franchise will be construed and enforced as if such illegal, invalid or unenforceable provision is not a part hereof,and the remaining provisions hereof will remain in full force and effect. In lieu of any illegal, invalid or unenforceable provision herein, there will be added automatically as a part of this franchise; a provision as similar in its terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable. ' G. Joint and Several Liability. Franchisee acknowledges that, in any case in which Franchisee and Franchisee's Contractors are responsible under the terms of this franchise, such responsibility is joint and several as between Franchisee and any such Franchisee's Contractors; provided that,the Franchisee is not prohibited from allocating such liability as a matter of contract. H. Notices. Any notice contemplated, required, or permitted to be given under this franchise shall be sufficient if it is in writing and is sent either by: (a) registered or certified mail, return receipt requested;or.(b)a nationally recognized overnight mail delivery service,to the Party and at the address specified below, except as such Party and address may be changed by providing notice to the other Party no less than thirty (30) days' advance written notice of such change in address. Franchisee: Shorecrest Estates Water Company 50 E Sylvan Lane Shelton, WA 98584 Attn: Administrator Grantor: County of Mason Public Works 100 Public Works Drive Shelton, WA 98584 I. Approvals. Nothing in this franchise shall be deemed to impose any duty or obligation upon the County of Mason to determine the adequacy or sufficiency of Franchisee's plans and specifications or to ascertain whether Franchisee's proposed or actual construction, testing, 17 maintenance,repairs,replacement,relocation, adjustment or removal is adequate or sufficient or in conformance with the plans and specifications reviewed by the County of Mason. No approval given, inspection made, review or supervision performed by the County of Mason pursuant to this franchise shall constitute or be construed as a representation or warranty express or implied by County of Mason that such item approved, inspected, or supervised, complies with laws, rules regulations or ordinances or this franchise or meets any particular standard,code or requirement,or is in conformance with the plans and specifications,and no liability shall attach with respect thereto. County and inspections as provided herein, are for the sole purpose of protecting the County of Mason's rights as the owner or manager of the road rights-of-way and shall not constitute any representation or warranty,express or implied,as to the adequacy of the design,construction,repair, or maintenance of the utility facilities, suitability of the Franchise Area for construction, maintenance,or repair of the utility facilities,or any obligation on the part of the County of Mason to insure that work or materials are in compliance with any requirements imposed by a governmental entity. County of Mason is under no obligation or duty to supervise the design, construction; installation, relocation, adjustment, realignment, maintenance, repair, or operation of the utility facilities. J. Force Majeure. Neither Party hereto shall be liable to the other Party for any failure to perform an obligation set forth herein to the extent such failure is caused by war,act of terrorism or an act of God, provided that such Party has made and is making all reasonable efforts to perform such obligation and minimize any and all resulting loss or damage. K. Construction. All pronouns and any variations thereof shall be deemed to refer to the masculine,feminine or neuter;singular or plural,as the identity of the Party or Parties may require. The provisions of this franchise shall be construed as a whole according to their common meaning, except where specifically defined herein,not strictly for or against any party and consistent with the provisions contained herein in order to achieve the objectives and purposes of this franchise. L. Incorporation by Reference. All exhibits annexed hereto at the time of execution of this franchise or in the future as contemplated herein, are hereby incorporated by reference as though fully set forth herein. M. Calculation of Time. All periods of time referred to herein shall include Saturdays, Sundays,and legal holidays in the State of Washington,except that if the last day of any period falls on any Saturday,Sunday,or legal holiday in the State of Washington,the period shall be extended to include the next day which is not a Saturday, Sunday, or legal holiday in the State of Washington. N. Entire Agreement. This franchise is the full and complete agreement of County of Mason and Franchisee with respect to all matters covered herein and all matters related to the use of the Franchise Area by Franchisee and Franchisee's Contractors,and this franchise supersedes any and all other agreements of the Parties hereto with respect to all such matters,including,without limitation, all agreements evidencing the franchise. 18 O. No Recourse. Without limiting such immunities as the County or other persons may have under applicable.law,Franchisee shall have no monetary recourse whatsoever against the County or its officials,boards, commissions;agents, or employees for any loss or damage arising out of the County'.s exercising its authority pursuant to this Franchise or other applicable law. P. Responsibility for Costs. .Except as expressly provided otherwise,any act that Franchisee is required to perform under this franchise shall be performed at its cost. If Franchisee fails to perform work that it is required to perform within the time provided for performance, the County may perform the work and bill the Franchisee. The Franchisee shall pay the amounts billed within 30 days. Q. Work of Contractors and Subcontractors. Work by contractors and subcontractors is subject to the same restrictions, limitations, and conditions as if the work was performed by the Franchisee. The Franchisee shall be responsible for all work performed by its contractors and subcontractors,and others performing work on its behalf,under its control,or under authority of its utility permit,as if the work were performed by it and shall ensure that all such work is performed in compliance with this franchise, Title 12 MCC, the Manual and other applicable law, and shall be jointly and severally liable for all damages and correcting all damage caused by them. It is the Franchisee's responsibility to ensure that contractors, subcontractors, or other Persons performing work on the Franchisee's behalf are familiar with the requirements of the franchise,Title 12 MCC, the Manual, and other applicable laws governing the work performed by them. R.. Survival of Terms. Upon the expiration, termination, revocation or forfeiture of the franchise,the Franchisee shall no longer have the right to occupy the franchise area for the purpose of providing services authorized herein. However,the Franchisee's obligations under this franchise to the County shall survive the expiration, termination, revocation or forfeiture of these rights according to its terms for so long as the Franchisee's utility facilities shall remain in whole or in part in the road rights of way. By way of illustration and not limitation, Franchisee's obligations to indemnify, defend and hold harmless the County, provide insurance and a performance/payment bond pursuant to Section XI and Franchisee's obligation to relocate its utility facilities pursuant to Section VIII, shall continue in effect as to the Franchisee, notwithstanding any expiration, termination, revocation or forfeiture of the franchise, except to the extent that a County-approved transfer, sale,or assignment of the utility system is completed,and another entity has assumed full and complete responsibility for the utility system or for the relevant acts or omissions. S. Warranties. By acceptance of this franchise, Franchisee warrants: 1. That Franchisee has full right and authority to enter into and perform this Franchise in accordance with the terms hereof, and by entering into or performing this Franchise, Franchisee is not in violation of its charter or by-laws,or any law,regulation,or agreement by which it is bound or to which it is subject; and 2. That the execution,delivery,and performance of this Franchise by Franchisee has been duly authorized by all requisite Board/Commission action, that the signatories for Franchisee of the 19 acceptance hereof are authorized to sign this Franchise, and that the joinder or consent of any other party, including a court, -trustee, or.referee, is not necessary to make valid and effective the execution, delivery, and performance of this Franchise and acceptance. DATED at Shelton, Washington this day of 20_. BOARD OF COMMISSIONERS APPROVED: MASON COUNTY, WASHINGTON County Engineer Chair Approve as to form: Vice Chair Chief D.P.A. Commissioner 20 Exhibit A ACCEPTANCE OF FRANCHISE Ordinance No. 115-06, effective November 14, 2006. I, 1Mc�r (�CLc� Som , am the ,e i 21n of and am the authorized representative to accept the above-referenced franchise on behalf of S Eva C. I certify that this franchise and all terms and conditions thereof are accepted by S 0- , , without qualification or reservation. DATED this 3(7�ay of 5 e p-{p ,6, , 201cf. FRANCHISEE By: Its: Tax Id. No. (�\- 19 5 0 a 69 STATE OF qS ) ss. COUNTY OF V'V\a fS,0!,. ) I/ I certify that I know or have satisfactory evidence that 1►'1',�n GIc it .A r 15L is the person who appeared before me,and said person acknowledged that he/she signed this instrument,on oath stated that he/she was authorized to execute the instrument and acknowledged it as the '?r cle►,+ of the 'N nr rA OSc cA or S to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated: S e 04. _-A0. QLrj 19 _JA I���"'�""��ii��� ' Nota Public-{- n L ��.���ae�� ��Soy'�,� Print al cl P G"y%e A 1`_1j' • •• - '' My cominission expires GC41)bP-yr 021, a o 1 9 S ;•N07oRY PU" COMM.EV ; OCT 22,2019 • •c : A EXH113IT B Description of Franchise Area Shorecrest ---------- ■ _7_7_7 E.F!EY.TON.PL-, E-- HE EG EE D LN CRESTVIEWDR :.'? ,.;,��►',,`\II 1//tom=� ■�1�� j::,AMM LN 3 E.OLYMPIC. .IC. • ■ 0 LU j LU • uj K DR- 4Af E'RID DR LU If: w VO4 te.o B RECORDED AT THE REQUEST OF AND AFTER RECORDING RETURN TO: County of Mason 100 West Public Works Drive Shelton WA 98584 Attn: County Engineer Title: Shorecrest Estates Water Company Franchise Agreement Grantor: COUNTY OF MASON, a legal subdivision of the state of Washington Grantee: SHORECREST ESTATES WATER COMPANY Description of Franchise Area: SEE EXHIBIT B IN THE MATTER OF THE APPLICATION Karen Axtmann, Treasurer FOR A FRANCHISE PERMIT TO CONSTRUCT, OPERATE, AND MAINTAIN Holiday Beach Home Tracts UTILITY FACILITIES, OVER, ALONG AND UNDER COUNTY ROADS AND HIGHWAYS LOCATED IN MASON COUNTY, WASHINGTON Application of(Name of Operator) Holiday Beach Home Tracts Karen Axtmann, Treasurer doing business in Washington as Homeowner Association, with its principal offices located at 26100 US HWY 101 Hoodsport, WA 98548, by and through (person authorized to act for and on behalf of applicant) Karen Axtmann, for a franchise to construct, operate and maintain (description of type) water utility facilities in, over, along and under county roads and highways in Mason County,Washington, as set forth in attached Exhibit "B" (Franchise Area), having come on regularly for hearing before the County Commissioners of Mason County, Washington, on the day of 20 , at the hour of , under the provisions of RCW 36.55, RCW 80.32.010 and RCW 80.36.040,and it appearing to the Board that notice of said hearing has been duly given as required by law, and that it is in the public interest to allow the franchise herein granted; NOW THEREFORE, IT IS ORDERED that a non-exclusive franchise be, and the same is hereby given and granted to Operator, and its successors and assigns, hereinafter referred to as the Franchisee, for a period of 10 years with automatic renewal at the end of each term of 10 years unless either party gives the other written notice of termination at least 30 days prior to the end of the relevant term. (no more than ten years each term and can only be renewed 3 times) from and after the date of the entry of this order for the purposes, at the location(s), and upon the express terms and conditions as described herein. 1. DEFINITIONS For the purposes of this franchise,terms,phrases,words,and their derivations not defined herein that are defined in Title 12 of the Mason County Code or the Manual on Accommodating Utilities in the Mason County Right-of-Way published by the County Engineer(the"Manual"),shall have the same meaning or be interpreted as provided in Title 12 of the Mason County Code or the Manual. Words not defined here, in Title 12 of the Mason County Code or the Manual shall have their ordinary meaning. A reference to Title 12 of the Mason County Code or the Manual refers to the same as may be amended, revised,updated, re-enacted or re-codified from time to time. II. GRANT The County of Mason hereby grants to the Franchisee a non-exclusive franchise which, once it becomes effective shall authorize the Franchisee to enter upon the road rights-of-way located 1 within the Franchise Area identified in attached Exhibit`B", for the purpose of installing, constructing,maintaining,repairing,replacing, adjusting,relocating and operating the utility facilities, which grant shall be limited to the following described purpose(s): Water line and water mains Such grant is subject to and must be exercised in strict accordance with and subject to this franchise, Title 12 of the Mason County Code, the Manual and all applicable laws, rules, regulations and ordinances. Franchisee's exercise of any rights granted pursuant to the franchise is subject to the exercise of the County's police powers,and other regulatory powers as it may have or obtain in the future. No rights shall pass to the franchisee by implication. This franchise does not include permission to enter into or upon the road rights-of-way for any purposes others than the purposes expressly described herein. Permittee has a duty to notify the County of any change in use or condition of the utility facilities that may affect the status of the utility facilities or the impact of the utility facilities upon the road rights-of-way. III. UTILITY PERMIT REQUIRED Franchisee shall not commence or perform work(hereafter"Work")to install,construct,maintain repair, replace adjust, connect, disconnect, rebuild, or relocate its utility facilities within the road rights-of-way,without first applying for,paying all associated fees,and obtaining a utility permit as required pursuant to Title 12 of the Mason County Code. In any utility permit so issued,the County may impose,as a condition of the granting the utility permit,such conditions and regulations as may be necessary for the protection,preservation and management of the road rights-of-way,including, by way of example and not limitation, for the purpose of protecting any structures in the road rights-of-way, maintaining proper distance from other utilities, ensuring the proper restoration of such road rights-of-way and structures,and for the protection of the County and the public and the continuity of pedestrian and vehicular traffic. Franchisee shall first file with the County Engineer its application for a utility permit to do such Work together with plans and specifications in triplicate showing at a minimum: A.The position,depth and location of all such utility facilities sought to be constructed,laid, installed or erected at that time,showing their relative position to existing county roads,rights-o£way or other county property upon plans drawn to scale,hereinafter collectively referred to as the"map of definite location; B. The class and type of material and equipment to be used, manner of excavation, construction,installation,backfill,erection of temporary structures,erection of permanent structures, traffic control, traffic turnouts and road obstructions; C. The manner in which the utility facility is to be installed; D. Measures to be taken to preserve safe and free flow of traffic; 2 E. Structural integrity of the roadway,bridge, or other structure; F. Specifications for the restoration of the county road,right-of-way or other county property in the event that the road right of way will be disturbed by the Work; and G. Provision for ease of future road maintenance and appearance of the roadway. Provision shall be made for known or planned expansion of the utility facilities,particularly those located underground or attached to bridges or other structures within the road right-of-way. The location, alignment and depth of the utility facilities shall conform with said map of definite location, except in instances in which deviation may be allowed thereafter in writing by the County Engineer pursuant to application by Franchisee. All such Work shall be subject to the approval of and shall pass the inspection of the County Engineer.The Franchisee shall pay all costs of and expenses incurred in the examination,inspection and approval of such work on account of granting the said utility permits. IV. RESTORATION OF ROAD RIGHT OF WAY In any Work which disturbs or causes damage to the road rights-of-way subject to this franchise, public or private property, the Franchisee shall at its own expense and with all convenient speed, complete the work to repair and restore the county road right-of-way, or the public or private property so disturbed or damaged, and leave the same in as good or better condition as before the Work was commenced,to the reasonable satisfaction of the County Engineer. The Franchisee shall pay all costs of and expenses incurred in the examination, inspection and approval of such restoration or repair. The County Commissioners and/or County Engineer may at any time do,order or have done any and all work that they consider necessary to restore to a safe condition such County road right-of-way or other County property left by the Franchisee or its agents in a condition dangerous to life or property, and the Franchisee, upon demand, shall pay to the County all costs of such work. V. FRANCHISEE WORK IN RIGHT OF WAY Franchisee expressly agrees and understands that,with regard to Work within the road rights-of-way: A. All of Franchisee's utility facilities and Work within the road rights-of-way or other County property shall be in compliance with the provisions of Title 12 MCC, the Manual, the administrative regulations adopted by the County Engineer,other County established requirements for placement of utility facilities in road rights-of-way, including the specific location of utility facilities in the road rights-of-way, and all applicable laws, rules, regulations and ordinances; B. In preparing plans and specifications for Work of utility facilities in the road rights-of- 3 way the Franchisee shall use the Manual. Prior to commencement of work in the road rights-of-way, Franchisee shall submit such plans and specifications to the Mason County Engineer for review and approval together with adequate exhibits depicting existing or proposed location of the utility facility in relation to the road, including right-of-way or easement lines; relationship to currently planned road revisions, if applicable; and all locations and situations for which deviations in depth of cover (including the proposed method of protection) or other locational standards that are anticipated; C. All Work to utility facilities located within the road rights-of-way or other county property subject to this franchise shall be done in such a manner as not to interfere, other than in ways approved by the County, with the construction, operation and maintenance of other utilities, public or private, drains, drainage ditches and structures, irrigation ditches and structures, located therein,nor with the grading or improvements of such County roads,rights-of-way or other County property; D. The owners and operators of all utility facilities (public or private) installed in the Franchise Area or other county property prior in time to the utility facilities of the Franchisee, shall have preference as to the alignment and location of such utilities so installed with respect to the Franchisee. Such preference shall continue in the event of the necessity of relocating or changing the grade of any such county road or right-of-way; E. Franchisee shall perform the Work and operate its utility facilities in a manner that minimizes interference with the use of the road rights-of-way by others,including others that may be installing utility facilities; and F. The County may require that Franchisee's utility facilities be installed at a particular time, at a specific place,or in a particular manner as a condition of access to a particular road right-of-way; may deny access if a Franchisee is not willing to comply with the County's requirements; and may remove, or require removal of, any utility facility that is not installed in compliance with the requirements established by the County, or which is installed without prior County approval of the time, place, or manner of installation and charge the Franchisee for all the costs associated with removal; and may require Franchisee to cooperate with others to minimize adverse impacts on the road rights-of-way through joint trenching and other arrangements. G. The County may inspect the utility facilities at any time reasonable under the circumstances to ensure compliance with this franchise and applicable law,including to ensure that the utility facilities are constructed and maintained in a safe condition. If an unsafe condition is found to exist,the County,in addition to taking any other action permitted under applicable law,may order the Franchisee, in writing, to make the necessary repairs and alterations specified therein forthwith to correct the unsafe condition on a time-table established by the County which is reasonable in light of the unsafe condition. The County has the right to correct,inspect, administer, and repair the unsafe condition if the Franchisee fails to do so, and to charge the Franchisee therefore. The right of the County to conduct such inspections and order or make repairs shall not be construed to create an obligation therefore, and such obligation to construct and maintain its utility 4 facilities in a safe condition shall at all times remain the sole obligation of the Franchisee. H. When required by the County,Franchisee shall make information available to the public regarding any work involving the ongoing installation,construction,adjustment,relocation,repair or maintenance of its utility facilities sufficient to show (1) the nature of the work being performed; (2) where it is being performed; (3) its estimated completion date; and(4) progress to completion. I. FRANCHISEE IS PLACED ON NOTICE THAT FIBER OPTIC,COMMUNICATIONS, POWER, CONTROL SYSTEMS, OTHER TYPES OF CABLES, AND PIPELINES MAY BE BURIED ON THE RIGHT OF WAY. Before beginning any underground work, Franchisee will contact the appropriate personnel to have such facilities located and make arrangements as to protective measures that must be adhered to prior to the commencement of any work within the Road rights-of-way. In addition to the liability terms elsewhere in this Agreement, Franchisee shall indemnify and hold the County and its elected and appointed officers, employees and agents harmless against and from all cost,liability,and expense whatsoever(including,without limitation, attorney's fees and court costs and expenses)arising out of or in any way contributed to by any act or omission of Franchisee,its contractor, agents and/or employees,that cause or in any way or degree contribute to (1) any damage to or destruction of any such facilities by Franchisee, and/or its contractor, agents and/or employees, on the County's property, (2) any injury to or death of any person employed by or on behalf of any entity,and/or its contractor,agents and/or employees,on the road rights-of-way, and/or(3) any claim or cause of action for alleged loss of profits or revenue, or loss of service, by a customer or user of services or products of such company(ies) (collectively "Liabilities" for purposes of this Section V.I). The only Liabilities with respect to which Franchisee's obligation to indemnify the County and its elected and appointed officers, employees and agents does not apply are Liabilities to the extent arising out of, caused by or resulting from the negligence of the County, and its elected and appointed officers, employees and agents and Liabilities that by law the County and its elected and appointed officers, employees and agents for which the County cannot be indemnified. J. Franchisee shall continuously be a member of the State of Washington one number locator service under RCW 19.122, or an approved equivalent, and shall comply with all such applicable rules and regulations. K. Except in the event of emergency as described below,Franchisee and its Agents may not enter upon the Franchise Area to perform work for which a utility permit is not required,unless and except upon two-business days notice to the County Engineer. L. In the event of an emergency involving the threat of imminent harm to persons or property,and for purposes of taking immediate corrective action,Franchisee and its agents may enter the Franchise Area without advance notice to the County as long as such entry is for the sole purpose of addressing the emergency; provided however, that if any entry for such purposes would require issuance of a utility permit,Franchisee shall give the County verbal or telephonic notice of the places where and the manner in which entry is required prior to such entry, promptly followed by written notice. In all cases,notice to the County shall be given as far in advance as practical prior to entry or as soon as practicable after entry upon the road right-of-Way. 5 M. Franchisee shall promptly reimburse the County for their reasonable and direct costs incurred in responding to an emergency that is caused, created by or attributable to the presence, construction,maintenance,repair,or operation of the Franchisees utility facilities in the road rights- of-way. N. If,during installation,construction,relocation,realignment,adjustment,maintenance,or repair of the Franchisee's utility facilities in the road rights-of-way,Franchisee or its agents discover scientific or historic artifacts,Franchisee shall immediately notify the County of said discovery and shall protect such artifacts in a manner as specified by the County. Any such artifact shall be the property of the County if the County wishes to own it. VI. PROTECTION OF PUBLIC All work done under this franchise shall be done in a thorough and workman-like manner. In the performance of Work within or near the road rights-of-way, including without limitation, the opening of trenches and the tunneling under county roads,rights-of way or other county property,the Franchisee shall leave such trenches, ditches and tunnels in such a way as to interfere as little as possible with public travel and shall take all due and necessary precautions to guard the same,so that damage or injury shall not occur or arise by reason of such Work; and where any of such trenches, ditches and tunnels are left open at night, the Franchisee shall place warning lights,barricades and other appropriate protective devices at such a position as to give adequate warning of such Work. The Franchisee shall be liable for any injury to person or persons or damage to property sustained arising out of its carelessness or neglect, or through any failure or neglect to properly guard or give warning of any trenches, ditches or tunnels dug or maintained by the Franchisee. VII. POLICE POWERS The County of Mason,in granting this franchise,does not waive any rights which it now has or may hereafter acquire with respect to county roads, rights-of-way or other county property and this franchise shall not be construed to deprive the county of any powers, rights or privileges which it now has or may hereafter acquire to regulate the use of and to control the county roads,rights-of-way and other county property covered by this franchise. The County retains the right to administer and regulate activities of the Franchisee up to the fullest extent of the law. The failure to reserve a particular right to regulate, or reference a particular regulation, shall not be interpreted by negative implication or otherwise to prevent the application of a regulation to the Franchisee. VIII. RELOCATION Franchisee shall, in the course of any Work , comply with the following requirements: A. The Franchisee shall, by a time specified by the County, protect, support, temporarily disconnect,relocate, or remove any of its utility facilities when required by the County by reason of traffic conditions;public safety;road right-of-way construction;road right-of-way repair(including 6 resurfacing or widening); change of road right-of-way grade; construction, installation, or repair of County-owned sewers,drains,water pipes,power lines,signal lines,tracks,communications system, other public work, public facility, or improvement of any government-owned utility; road right-of-way vacation; or for any other purpose where the County work involved would be aided by the removal or relocation of the utility facilities. Collectively, such matters are referred to below as the "public work." Franchisee acknowledges and understands that any delay by Franchisee in performing the herein described work may delay, hinder, or interfere with the work performed by the County and its contractors and subcontractors done in furtherance of such Public Work and result in damage to the County,including but not limited to,delay claims. Franchisee shall cooperate with the County and its contractors and subcontractors to coordinate such Franchisee work to accommodate the Public Work project and project schedules to avoid delay, hindrance of, or interference with the Public Work. The County of Mason shall make available to the Franchisee a copy of the Six Year Transportation Program and the County's annual construction program after adoption each year. It is anticipated these programs will aid the utility in planning construction programs. B. Franchisee has a duty to protect its utility facilities from work performed by the County within the road rights-of-way. The rights granted to the Franchisee herein do not preclude the County of Mason, its employees, contractors, subcontractors, and agents from blasting, grading, excavating, or doing other necessary road work contiguous to Franchisee's utility facilities; providing that, the Franchisee shall be given a minimum of forty-eight (48) hours notice of said blasting or other work in order that the Franchisee may protect its utility facilities. C. In the event of an emergency, or where the utility facility creates or is contributing to an imminent danger to health, safety, or property, the County may protect, support, temporarily disconnect,remove,or relocate any or all parts of the utility facility without prior notice,and charge the Franchisee for costs incurred. D. If any Person that is authorized to place facilities in the road right of way requests the Franchisee to protect, support, temporarily disconnect, remove, or relocate the Franchisee's utility facilities to accommodate the construction,operation,or repair of the facilities of such other person, the Franchisee shall,after 30 days'advance written notice,take action to effect the necessary changes requested;provided that,if such project is related to or competes with Franchisee's service,or if the effect of such changes would be to permanently deprive Franchisee of the beneficial enjoyment of this franchise for its intended purposes through interference with the operation of Franchisee's utility facilities or otherwise, Franchisee shall not be required to relocate its utility facilities. Unless the matter is governed by a valid contract or a state or federal law or regulation, or unless the Franchisee's utility facilities were not properly installed, the reasonable cost of the same shall be borne by the Person requesting the protection, support, temporary disconnection, removal, or relocation at no charge to the County, even if the County makes the request for such action. 7 E. The Franchisee shall, on the request of any person holding a valid permit issued by a governmental authority, temporarily raise or lower its wires to permit the moving of buildings or other objects. The expense of such temporary removal or raising or lowering of wires shall be paid by the person requesting the same. The County of Mason will accept liability for direct and actual damages to said Franchisee that are the result of the negligence of Mason County, its trustees, officers, employees, contractors, subcontractors or agents while performing County improvement or Public Works projects enumerated in the original franchise agreement under Section VIII,paragraph B. Direct and actual damages are specifically limited to physical damage to properly installed and located infrastructure of the Franchisee and the cost to repair such physical damage. Mason County retains the right to assert all applicable defenses in the event of a dispute including contributory negligence on the part of the Franchisee. Mason County shall in no way be liable for incidental damages claimed to arise from such actions. All Work to be performed by the Franchisee under this section shall pass the inspection of the County Engineer. The Franchisee shall pay all costs of and expenses incurred in the examination, inspection and approval of such work. IX. PRESERVATION OF MONUMENTS/MARKERS Before any work is performed under this franchise which may affect any existing monuments or markers of any nature relating to subdivisions,plats,roads and all other surveys,the Franchisee shall reference all such monuments and markers. The reference points shall be so located that they will not be disturbed during the Franchisee's operations under this franchise. The method of referencing these monuments or other points to be referenced shall be approved by the County Engineer. The replacement of all such monuments or markers disturbed during construction shall be made as expeditiously as conditions permit,and as directed by the County Engineer. The cost of monuments or other markers lost, destroyed, or disturbed, and the expense of replacement by approved monuments shall be borne by the Franchisee. A complete set of reference notes for monument and other ties shall be filed with the office of the Mason County Engineer. X. VACATION OF ROAD RIGHT-OF-WAY If at any time the County shall vacate any County road,right-of-way or other County property which is subject to rights granted by this franchise and said vacation shall be for the purpose of acquiring the fee or other property interest in said road, right-of-way or other county property for the use of Mason County,in either its proprietary or governmental capacity,then the Board of Mason County Commissioners may, at its option, and by giving thirty(30) days written notice to the Franchisee, terminate this franchise with reference to such county road,right-of-way or other county property so vacated, and the County of Mason shall not be liable for any damages or loss to the Franchisee by reason of such termination. It has been the practice of Mason County to reserve easements for 8 utilities at the time of road vacation,and will continue to be the practice until such time the Board of Mason County Commissioners direct a change of practice. XI. FINANCIAL SECURITY A. Insurance Except as otherwise provided herein,Franchisee shall maintain for itself and the County, throughout the entire period any part of Franchisee's utility facilities are located in the Franchise Area, adequate insurance to protect the Parties and their elected and appointed officers, agents, employees against all of County's and Franchisee's liability arising out of Franchisee's use and occupancy of the Franchise Area or any part thereof. This obligation shall require the Franchisee to maintain insurance at least in the following amounts: 1. COMMERCIAL GENERAL LIABILITY insurance to cover liability, bodily injury, and property damage. The Commercial General Liability insurance shall be written on an occurrence basis, with an aggregate limit location endorsement for the Franchise Area, and shall provide coverage for any and all costs, including defense costs, and losses and damages resulting from personal injury, bodily injury and death, property damage, products liability and completed operations. Such insurance shall include blanket contractual coverage, including coverage for the Franchise as now or hereafter amended and specific coverage for the indemnity provisions set forth herein. Coverage must be written with the following limits of liability: Bodily and Personal Injury& Property Damage $ 1,000,000 per Occurrence $ 2,000,000 aggregate 2 WORKERS' COMPENSATION insurance shall be maintained to comply with statutory limits for all employees, and in the case any work is sublet,the Franchisee shall require its contractors and subcontractors similarly to provide workers' compensation insurance for all the employees. The Franchisee shall also maintain, during the life of this policy, employer's liability insurance;provided that this obligation shall not apply to any time period during which Franchisee has no employees. The following minimum limits must be maintained: Workers' Compensation Statutory Employer's Liability $ 1,000,000 each occurrence 3.COMPREHENSIVE AUTO LIABILITY insurance shall include owned,hired,and non-owned vehicles operated by Franchisee employees on an occurrence basis with coverage of at least $2,000,000 per occurrence. If the Franchisee, its contractors, or subcontractors do not have the required insurance, the County may require such entities to stop operations until the insurance is obtained and approved. Certificates of Insurance reflecting evidence of the required insurance and approved by the County's 9 Risk Manager for the GENERAL LIABILITY policies described above,shall be sent to the County's risk manager. The certificate shall be filed with the acceptance of the franchise, and annually thereafter, and as provided below. All coverage shall be listed all on one certificate with the same expiration dates. The certificates shall contain a provision that coverages afforded under these policies will not be canceled until at least 30 days'prior written notice has been given to the County. In the event that the insurance certificate provided indicates that the insurance shall terminate or lapse during the period of the franchise,then, in that event, the Franchisee shall furnish, at least 30 days prior to the expiration of the date of such insurance,a renewed certificate of insurance as proof that equal and like coverage has been or will be obtained prior to any such lapse or termination during the balance of the period of the franchise. The County reserves the right, during the term of the franchise, to require any other insurance coverage or adjust the policy limits as it deems reasonably necessary utilizing sound risk management practices and principals based upon the loss exposures. Each insurance policy required pursuant to this franchise shall be primary and non-contributing as respects any coverage maintained by the County and shall include an endorsement reflecting the same. Any other coverage maintained by County shall be excess of this coverage herein defined as primary and shall not contribute with it. The certificate of insurance must reflect that the above wording is included in all such policies. Each insurance policy obtained pursuant to this franchise shall be issued by financially sound insurers who may lawfully do business in the State of Washington with a financial rating at all times during coverage of no less than rating of"A" and a class of"X" or better in the latest edition of "Best's Key Rating Guide"published by A.M.Best Company,or such other financial rating or rating guide approved in writing by the County's risk manager. In the event that at any time during coverage,the insurer does not meet the foregoing standards, Franchisee shall give prompt notice to the County and shall seek coverage from an insurer that meets the foregoing standards. The County reserves the right to change the rating or the rating guide depending upon the changed risks or availability of other suitable and reliable rating guides. Comprehensive general liability insurance policies and coverage obtained pursuant to this franchise shall include an endorsement (standard ISO form CG 24-17) deleting all exclusions for work or incidents occurring within any distance from a railroad track or railroad property, or on, over, or under a railroad track. Insurance policies required pursuant to this franchise shall have no non-standard exclusions unless approved of by the County Risk Manager or designee. Commercial general liability insurance policies obtained pursuant to this franchise shall name the 10 County as an additional insured without limitation,pursuant to an endorsement approved of by the County's Risk Manager or designee. Franchisee and Franchisee's Contractors' insurers, through policy endorsement, shall waive their rights of subrogation against the County for all claims and suits. The certificate of insurance must reflect this waiver of subrogation rights endorsement. Commercial General Liability Insurance policies and coverage required herein of public utility operators may include a reasonable deductible or self-insured retention;provided,however,that as to any Loss or Damage covered as provided herein, if Franchisee elects to include any deductible or self-insured retention,Franchisee shall itself directly cover,in lieu of insurance,any and all County liabilities that would otherwise in accordance with the provisions of this Franchise be covered by Franchisee's insurance if Franchisee elected not to include a deductible or self-insured retention. Such direct coverage by Franchisee shall be in an amount equal to the amount of Franchisee's actual deductible or self-insured retention. Franchisee shall be required to provide a certification of self- insurance retention to the county in a form and content acceptable to the county engineer. B. Performance/Payment Bond. At the same time Franchisee provides its acceptance of this Franchise, the Franchisee shall, if required by the County Engineer, provide a performance and payment bond to ensure the full and faithful performance of all of its responsibilities under this franchise and applicable rules, regulations and ordinances, including, by way of example, but not limited to,its obligations to relocate and remove its utility facilities,to restore the road rights-of-way and other property when damaged or disturbed, and to reimburse the County for its costs. The amount of the performance and payment bond shall be for ZERO ($0). The amount of the bond,or cash deposit as described below, may be adjusted by the County every five years from the date of execution of this franchise,to take into account cumulative inflation or increased risks to the County. The Franchisee may be required to obtain additional bonds in accordance with the County's ordinary practices. The bond shall be in a form with terms and conditions acceptable to the County and reviewed and approved by the County Engineer. The bond shall be with a surety with a rating no less than "A V in the latest edition of"Bests Key Rating Guide," published by A.M. Best Guide. The Franchisee shall pay all premiums or costs associated with maintaining the bond,and shall keep the same in full force and effect at all times.If Franchisee fails to provide or maintain the bond,then the County,in its sole discretion,may require Franchisee to substitute an equivalent cash deposit as described below in lieu of the bond. Franchisee, may at its election or upon order by the County, substitute an equivalent cash deposit instead of a performance and payment bond. This cash deposit shall ensure the full and faithful performance of all of Franchisee's responsibilities hereto under this Permit and all applicable laws, rules, regulations or ordinances. This includes, but is not limited to, its obligations to relocate or remove its facilities, restore the road rights-of-way and other property to their original condition, reimbursing the County for its costs, and keeping Franchisee's insurance in full force. The County shall notify Franchisee in writing, by certified mail, of any default and shall give 11 Franchisee thirty(30)days from the date of such notice to cure any such default. In the event that the Franchisee fails to cure such default to the satisfaction of the County,the County may,at its option, forfeit the entire amount of the cash deposit or draw upon the cash deposit up to the amount of the County's costs incurred to cure Franchisee's default. Upon the County's cure of Franchisee's default, the County shall notify Franchisee in writing of such cure. In the event that the County draws upon the cash deposit or forfeits the same, Franchisee shall thereupon replenish the cash deposit to the full amount as specified herein or provide a replacement performance and payment bond. Before any Work commences in the road right-of-way,the County Engineer may require the operator to provide a performance and payment bond for each separate project in an amount to be determined by the County Engineer, but not less than five hundred dollars, written by a surety company acceptable to the County Risk Manager and authorized to do business in the state of Washington. The purpose of the bond is to insure completion of construction, including the restoration of surfacing, slopes,slope treatment,topsoil,landscape treatment,and drainage facilities,and cleanup of rights-of-way, and payment of costs incurred by the County to enforce the requirements of this Chapter. The performance and payment bond shall be in place for a period ending not more than one year after the date of completion. A project specific performance bond shall not be required in the event that the franchisee has in place a blanket performance bond and, when required, a payment bond, maintained pursuant to the requirements of this franchise. A performance and payment bond for work in the road right-of-way will not be required of the United States Government or any of its agencies or of any municipal corporation or department of the state of Washington and its local subdivisions. C. Limitation of Liability. To the fullest extent permitted by law,the Franchisee shall, and shall cause its contractor(s) to release, indemnify, defend and hold harmless the county and the county's legal representatives, officer(elected or), appointed) employees and agents (collectively, "indemnitees") for, from and against any and all claims, liabilities, fines,penalties, cost, damages, losses, liens, causes of action, suits, demands, judgments and expenses (including, without limitations, court costs, attorneys' fees and costs of investigation, removal and remediation and governmental oversight costs),Environmental or otherwise(collectively"liabilities")of any nature, kind, or description, of any person or entity, directly or indirectly, arising out of, resulting from, or related to (in whole or in part): 1. this franchise; 2. any rights or interests granted pursuant to this franchise; 3. franchisee's occupation and use of the road right of way; 12 4. franchisee's operation of its utility facilities; 5. the presence of utility facilities within the right of way; 6. the environmental condition and status of the road right-of-way caused by, aggravated by, or contributed to, in whole or in part, by franchisee or its agents; or 7. The acts, errors, or omissions of third parties when arising out of the installation, construction,adjustment,relocation,replacement,removal,or maintenance of such third party utility facilities within the road rights-of-way when such work is performed under authority of the operator's utility permit or at the direction or under the control of the operator; or 8. any act or omission of franchisee or franchisee's agents; The only liabilities with respect to which franchisee's obligation to indemnify the indemnitees do not apply are liabilities to the extent arising out of, caused by or resulting from the negligence of the county, its officers, agents, employees or contractors and liabilities that by law the indemnities cannon be indemnified for. Upon written notice from the county,franchisee agrees to assume the defense of any lawsuit or other proceeding brought against any indemnitee by any entity, relating to any matter covered by this franchise for which franchisee has an obligation to assume liability for and/or save and hold harmless any indemnitee. Franchisee shall pay all cost incident to such defense, including,but not limited to, attorneys' fees,investigators' fees,litigation and appeal expenses,settlement payments and amounts paid in satisfaction of judgments. Franchisee will fully satisfy said judgment within ninety(90)days after said suit or action shall have finally been determined if determined adversely to Mason County. Upon the Franchisee's failure to satisfy said judgment within the ninety (90) day period, this franchise shall at once cease and terminate. Acceptance by the County of any Work performed by the Franchisee at the time of completion shall not be grounds for avoidance of this covenant. XII. FRANCHISE NONEXCLUSIVE This franchise shall not be deemed to be an exclusive franchise. It shall in no manner prohibit the County of Mason from granting other utilities under,along,across,over and upon any of the County roads,rights-of-way or other County property subject to this franchise and shall in no way prevent or prohibit the County of Mason from constructing, altering, maintaining or using any of said roads, rights-of-way,drainage structures or facilities,irrigation structures or facilities,or any other county property or affect its jurisdiction over them or any part of them with full power to make all necessary changes, relocations, repairs, maintenance, etc., the same as the county may deem fit. 13 XIII. SUCCESSORS AND ASSIGNS All the provisions,conditions,regulations and requirements herein contained shall be binding upon the successors and assigns of the Franchisee,and all privileges,as well as all obligations and liability of the Franchisee, shall ensure to its successors and assigns equally as if they were specifically mentioned wherever the Franchisee is mentioned. Any reference in this franchise to a specifically named party shall be deemed to apply to any successor, heir, administrator, executor or assign of such party who has acquired its interest in compliance with the terms of this franchise,or under law. XIV. TRANSFER/ASSIGNMENT Franchisee may assign or transfer this franchise after prior written notice to County of Mason and assignee's written commitment,in a form and content approved by the County Prosecutor,delivered to County of Mason,that assignees shall thereafter be responsible for all obligations of Franchisee with respect to the franchise and guaranteeing performance under the terms and conditions of the franchise and that transferee will be bound by all the conditions of the franchise and will assume all the obligations of its predecessor. Such an assignment shall relieve the Franchisee of any further obligations under the franchise, including any obligations not fulfilled by Franchisee's assignee; provided that,the assignment shall not in any respect relieve the Franchisee,or any of its successors in interest,of responsibility for acts or omissions,known or unknown,or the consequences thereof, which acts or omissions occur prior to the time of the assignment. No franchise or master road use permit may be assigned or transferred without filing or establishing with the county the insurance certificates and performance bond as required pursuant to this franchise. XV. ANNEXATION Whenever any of the County roads, rights-of-way or other county property as designated in this franchise,by reason of the subsequent incorporation of any town or city,or extension of the limits of any town or city, shall fall within the city or town limits and shall by operation of law or otherwise terminate in respect to the said roads,rights-of-way or other county property so included with city or town limits; this franchise shall continue in force and effect to all county roads, rights-of-way or other county property not so included in city or town limits. XVI. REVOCATION/REMEDIES A. Revocation. In addition the right to revoke this franchise as set forth in Title 12 of the Mason County Code, if the Franchisee shall willfully violate, or fail to comply with any of the provisions of this franchise through willful or unreasonable neglect or fail to heed or comply with any notice given the Franchisee under the provision of this grant, then Franchisee shall forfeit all rights conferred hereunder and this franchise may be revoked or annulled,after a public hearing by the Board of County Commissioners. The Franchisee shall not be relieved of any of its obligations to comply promptly with any provision of this franchise by reason of any failure of the County to enforce prompt compliance,and the County's failure to enforce shall not constitute a waiver of rights 14 or acquiescence in the Licensee's conduct. Subject to the required consent, adjudication, permission or authorization of a federal or state regulatory agency with jurisdiction over the subject matter, upon revocation of the franchise, the County may require the Franchisee to remove its utility facilities from any road rights-of-way, and restore such road right-of-way to its same or better condition as existed just prior to such removal,or de-commission and abandon such utility facilities in place in whole or in part and in a manner approved by the County Board of Commissioners. If the Franchisee fails to remove utility facilities that the County requires it to remove,the County may perform the work and collect the cost thereof from the Franchisee. The actual cost thereof,including direct and indirect administrative costs,shall be a lien upon all utility facilities of the Franchisee within the franchise Area effective upon filing of the lien with the Mason County Auditor. B. Remedies. The County has the right to exercise any and all of the following remedies, singly or in combination,in the event of Default. "Default"shall mean any failure of Franchisee or its agents to keep, observe,or perform any of Franchisee's or its agent's duties or obligations under this franchise: 1. Damages. Franchisee shall be liable for any and all damages incurred by County. 2. Specific Performance. County shall be entitled to specific performance of each and every obligation of Franchisee under this franchise without any requirement to prove or establish that County does not have an adequate remedy at law. Franchisee hereby waives the requirement of any such proof and acknowledges that County would not have an adequate remedy at law for Franchisee's commission of an Event of Default hereunder. 3. Injunction. County shall be entitled to restrain, by injunction, the actual or threatened commission or attempt of an Event of Default and to obtain a judgment or order specifically prohibiting a violation or breach of this Agreement without, in either case, being required to prove or establish that County does not have an adequate remedy at law. Franchisee hereby waives the requirement of any such proof and acknowledges that County would not have an adequate remedy at law for Franchisee's commission of an Event of Default hereunder. 4. Alternative Remedies. Neither the existence of other remedies identified in this franchise nor the exercise thereof shall be deemed to bar or otherwise limit the right of the County to commence an action for equitable or other relief, and/or proceed against Franchisee and any guarantor for all direct monetary damages, costs and expenses arising from the Default and to recover all such damages, costs and expenses, including reasonable attorneys' fees. Remedies are cumulative; the exercise of one shall not foreclose the exercise of others. XVII. SUBSEQUENT ACTION In the event that after this franchise becomes effective, (a) there is a change in the law which 15 broadens the authority of the County of Mason or the Franchisee with respect to any act permitted or authorized under this franchise; or (b) the County of Mason or the Franchisee believe that amendments to this franchise are necessary or appropriate, then the County of Mason and the Franchisee agree to enter into good faith negotiations to amend this franchise so as to enable the Parties to address, in a manner reasonably acceptable to all Parties, such change or other development which formed the basis for the negotiations. The Parties recognize that the purpose of the negotiations would be to preserve, to the maximum extent consistent with law, the scope and purpose of this franchise. Mason County reserves for itself the right at any time upon ninety(90) days written notice to the Franchisee, to so change, amend, modify or amplify any of the provisions or conditions herein enumerated to conform to any state statute or county regulation,relating to the public welfare,health, safety or highway regulation,as may hereafter be enacted,adopted or promulgated and this franchise may be terminated at such time a public hearing is held by the Board of County Commissioners,and the Franchisee's utility facilities are found not to be operated or maintained in accordance with such statute or regulation. XVIII. ACCEPTANCE Franchisee shall execute and return to the County of Mason a signed acceptance of the franchise granted hereunder. The acceptance shall be in the form of the acceptance attached hereto as Exhibit "A", and in accepting the franchise, Franchisee warrants that it has carefully read the terms and conditions of this franchise and accepts all of the terms and conditions of this franchise and agrees to abide by the same and acknowledges that it has relied upon its own investigation of all relevant facts, that it has had the assistance of counsel, that it was not induced to accept a franchise, that this franchise represents the entire agreement between the Franchisee and the County of Mason. In the event the Franchisee fails to submit the countersigned ordinance and acceptance as provided for herein within the time limits set forth in this section, the grant herein is and shall become null and void. XIX. MISCELLANEOUS PROVISIONS A. Controlling Law/Venue. Any disputes concerning the application or interpretation of any of the provisions of this franchise shall be governed by the laws of the State of Washington. Venue of any action or arbitration brought under this franchise shall be in Mason County,Washington or the Western District of Washington if an action is brought in federal court, provided, however, that venue of such action is legally proper. B. Liens. Franchisee shall promptly pay and discharge any and all liens arising out of any Work done, suffered or permitted to be done by Franchisee on any Franchise Area. C. Waiver. No waiver by either party of any provision of this franchise shall in any way impair the right of such party to enforce that provision for any subsequent breach, or County of 16 Mason's right to enforce all other provisions of this franchise. D. Attorney's Fees. If any action at law or in equity is necessary to enforce or interpret the terms of this franchise, the substantially prevailing Party or Parties shall be entitled to reasonable attorney's fees,costs and necessary disbursements in addition to any other relief to which such Parry or Parties may be entitled. E. Amendment. This franchise may be amended only by a written contract signed by authorized representatives of Franchisee and County of Mason. F. Severability. If any provision of this franchise is held to be illegal, invalid or unenforceable under present or future laws,such provision will be fully severable and this franchise will be construed and enforced as if such illegal, invalid or unenforceable provision is not a part hereof,and the remaining provisions hereof will remain in full force and effect. In lieu of any illegal, invalid or unenforceable provision herein, there will be added automatically as a part of this franchise; a provision as similar in its terms to such illegal, invalid or unenforceable provision as may be possible and be legal,valid and enforceable. G. Joint and Several Liability. Franchisee acknowledges that, in any case in which Franchisee and Franchisee's Contractors are responsible under the terms of this franchise, such responsibility is joint and several as between Franchisee and any such Franchisee's Contractors; provided that,the Franchisee is not prohibited from allocating such liability as a matter of contract. H. Notices. Any notice contemplated, required, or permitted to be given under this franchise shall be sufficient if it is in writing and is sent either by: (a)registered or certified mail, return receipt requested; or(b) a nationally recognized overnight mail delivery service,to the Parry and at the address specified below, except as such Party and address may be changed by providing notice to the other Party no less than thirty (30) days' advance written notice of such change in address. Franchisee: Holiday Beach Home Tracts 26100 US HWY 101 Hoodsport, WA 98548 Attn: Karen Axtmann, Treasurer Grantor: County of Mason Public Works 100 Public Works Drive Shelton, WA 98584 I. Approvals. Nothing in this franchise shall be deemed to impose any duty or obligation upon the County of Mason to determine the adequacy or sufficiency of Franchisee's plans and specifications or to ascertain whether Franchisee's proposed or actual construction, testing, 17 maintenance,repairs,replacement,relocation,adjustment or removal is adequate or sufficient or in conformance with the plans and specifications reviewed by the County of Mason. No approval given, inspection made, review or supervision performed by the County of Mason pursuant to this franchise shall constitute or be construed as a representation or warranty express or implied by County of Mason that such item approved, inspected, or supervised, complies with laws, rules regulations or ordinances or this franchise or meets any particular standard,code or requirement,or is in conformance with the plans and specifications,and no liability shall attach with respect thereto. County and inspections as provided herein, are for the sole purpose of protecting the County of Mason's rights as the owner or manager of the road rights-of-way and shall not constitute any representation or warranty,express or implied,as to the adequacy of the design,construction,repair, or maintenance of the utility facilities, suitability of the Franchise Area for construction, maintenance,or repair of the utility facilities,or any obligation on the part of the County of Mason to insure that work or materials are in compliance with any requirements imposed by a governmental entity. County of Mason is under no obligation or duty to supervise the design, construction, installation, relocation, adjustment, realignment, maintenance, repair, or operation of the utility facilities. J. Force Majeure. Neither Party hereto shall be liable to the other Parry for any failure to perform an obligation set forth herein to the extent such failure is caused by war, act of terrorism or an act of God, provided that such Party has made and is making all reasonable efforts to perform such obligation and minimize any and all resulting loss or damage. K. Construction. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine or neuter, singular or plural,as the identity of the Party or Parties may require. The provisions of this franchise shall be construed as a whole according to their common meaning, except where specifically defined herein,not strictly for or against any party and consistent with the provisions contained herein in order to achieve the objectives and purposes of this franchise. L. Incorporation by Reference. All exhibits annexed hereto at the time of execution of this franchise or in the future as contemplated herein, are hereby incorporated by reference as though fully set forth herein. M. Calculation of Time. All periods of time referred to herein shall include Saturdays, Sundays,and legal holidays in the State of Washington,except that if the last day of any period falls on any Saturday,Sunday,or legal holiday in the State of Washington,the period shall be extended to include the next day which is not a Saturday, Sunday, or legal holiday in the State of Washington. N. Entire Agreement. This franchise is the full and complete agreement of County of Mason and Franchisee with respect to all matters covered herein and all matters related to the use of the Franchise Area by Franchisee and Franchisee's Contractors,and this franchise supersedes any and all other agreements of the Parties hereto with respect to all such matters,including,without limitation, all agreements evidencing the franchise. 18 O. No Recourse. Without limiting such immunities as the County or other persons may have under applicable law,Franchisee shall have no monetary recourse whatsoever against the County or its officials, boards, commissions, agents, or employees for any loss or damage arising out of the County's exercising its authority pursuant to this Franchise or other applicable law. P. Responsibility for Costs. Except as expressly provided otherwise,any act that Franchisee is required to perform under this franchise shall be performed at its cost. If Franchisee fails to perform work that it is required to perform within the time provided for performance, the County may perform the work and bill the Franchisee. The Franchisee shall pay the amounts billed within 30 days. Q. Work of Contractors and Subcontractors. Work by contractors and subcontractors is subject to the same restrictions, limitations, and conditions as if the work was performed by the Franchisee. The Franchisee shall be responsible for all work performed by its contractors and subcontractors, and others performing work on its behalf,under its control,or under authority of its utility permit,as if the work were performed by it and shall ensure that all such work is performed in compliance with this franchise, Title 12 MCC, the Manual and other applicable law, and shall be jointly and severally liable for all damages and correcting all damage caused by them. It is the Franchisee's responsibility to ensure that contractors, subcontractors, or other Persons performing work on the Franchisee's behalf are familiar with the requirements of the franchise,Title 12 MCC, the Manual, and other applicable laws governing the work performed by them. R. Survival of Terms. Upon the expiration, termination, revocation or forfeiture of the franchise,the Franchisee shall no longer have the right to occupy the franchise area for the purpose of providing services authorized herein. However,the Franchisee's obligations under this franchise to the County shall survive the expiration, termination, revocation or forfeiture of these rights according to its terms for so long as the Franchisee's utility facilities shall remain in whole or in part in the road rights of way. By way of illustration and not limitation, Franchisee's obligations to indemnify, defend and hold harmless the County, provide insurance and a performance/payment bond pursuant to Section XI and Franchisee's obligation to relocate its utility facilities pursuant to Section VIII, shall continue in effect as to the Franchisee, notwithstanding any expiration, termination, revocation or forfeiture of the franchise, except to the extent that a County-approved transfer, sale, or assignment of the utility system is completed, and another entity has assumed full and complete responsibility for the utility system or for the relevant acts or omissions. S. Warranties. By acceptance of this franchise, Franchisee warrants: 1. That Franchisee has full right and authority to enter into and perform this Franchise in accordance with the terms hereof, and by entering into or performing this Franchise, Franchisee is not in violation of its charter or by-laws,or any law,regulation,or agreement by which it is bound or to which it is subject; and 2. That the execution,delivery,and performance of this Franchise by Franchisee has been duly authorized by all requisite Board/Commission action, that the signatories for Franchisee of the 19 acceptance hereof are authorized to sign this Franchise, and that the joinder or consent of any other party, including a court, trustee, or referee, is not necessary to make valid and effective the execution, delivery, and performance of this Franchise and acceptance. DATED at Shelton, Washington this day of 20_. BOARD OF COMMISSIONERS APPROVED: MASON COUNTY, WASHINGTON County Engineer Chair Approve as to form: Vice Chair Chief D.P.A. Commissioner 20 Exhibit A ACCEPTANCE OF FRANCHISE Ordinance No. 115-06, effective November 14, 2006. IYQC:SUI(�' V I, i,a Y P n 447yy n n , am the of and am the authorized representative to accept the above-referenced franchise on behalf of p-\C)ry-)�e_ T\r t S I certify that this franchise and all terms and conditions thereof are accepted by without qualification or reservation. DATED this o2f� day of Q , 20 /9. FRANCHISEE By: Its: Tax Id. No. _ 4-;0 :3 4 STATE OF ) ss. COUNTY OF N\(,Cts ) YY I certify that I know or have satisfactory evidence that T1 cLcu I U A)djcwLnyi, is the person who appeared before me,and said person acknowledged that he/she signed this instrument,on oath stated that he/she was authorized to execute the instrument and acknowledged it as the —�Y eA,';u y'z r of the C O!LSA _' �:: C14 to be the free and voluntary act of such party for the uses and purposes mentioned in the in trument. Dated: SWANT��i � P,�'►•,. q � Notary Public Print Name LeCA\_ L cS WC,t • °• My commission expires ocean ,�40TAR Y CO .� PUB0G •° 0♦ OF A EXHIBIT B Description of Franchise Area Holiday Beach Home Tracts WS " �e �P tt`P� Parc • o 3 z c� y r. 2 _ m w � a NNPNG�PSE N SUSAN AVE-- B RECORDED AT THE REQUEST OF AND AFTER RECORDING RETURN TO: County of Mason 100 West Public Works Drive Shelton WA 98584 Attn: County Engineer Title: Holiday Beach Home Tracts Franchise Agreement Grantor: COUN"I'Y OF MASON, a legal subdivision of the state of Washington Grantee: HOLIDAY BEACH HOME TRACTS Description of Franchise Area: SEE EXHIBIT B IN THE MATTER OF THE APPLICATION OF Lake Limerick Water System, LLCC LLC FOR A FRANCHISE PERMIT TO CONSTRUCT, OPERATE, AND MAINTAIN Water and Appurtenances UTILITY FACILITIES, OVER, ALONG AND UNDER COUNTY ROADS AND HIGHWAYS LOCATED IN MASON COUNTY,WASHINGTON Application of(Name of Operator) Lake Limerick Water System, LLCC LLC , doing business in Washington as Lake Limerick Water System, LLCC LLC , with its principal offices located at 790 E. Saint Andrews Dr. Shelton, WA 98584 by and through(person authorized to act for and on behalf of applicant) Joseph Castelluccio , for a franchise to construct,operate and maintain(description oftype)Water and Appurtenances utility facilities in,over,along and under county roads and highways in Mason County,Washington,as set forth in attached Exhibit `B" (Franchise Area), having come on regularly for hearing before the County Commissioners of Mason County, Washington, on the day of , 20 , at the hour of , under the provisions of RCW 36.55, RCW 80.32.010 and RCW 80.36.040, and it appearing to the Board that notice of said hearing has been duly given as required by law, and that it is in the public interest to allow the franchise herein granted; NOW THEREFORE,IT IS ORDERED that a non-exclusive franchise be, and the same is hereby given and granted to Operator, and its successors and assigns,hereinafter referred to as the Franchisee, for a period of 10 years with automatic renewal at the end of each term of 10 years unless either party gives the other written notice of termination at least 30 days prior to the end of the relevant term. (no more than ten years each term and can only be renewed 3 times) from and after the date of the entry of this order for the purposes, at the location(s), and upon the express terms and conditions as described herein. I. DEFINITIONS For the purposes of this franchise,terms,phrases,words,and their derivations not defined herein that are defined in Title 12 of the Mason County Code or the Manual on Accommodating Utilities in the Mason County Right-of-Way published by the County Engineer(the"Manual"),shall have the same meaning or be interpreted as provided in Title 12 of the Mason County Code or the Manual. Words not defined here, in Title 12 of the Mason County Code or the Manual shall have their ordinary meaning. A reference to Title 12 of the Mason County Code or the Manual refers to the same as may be amended,revised,updated,re-enacted or re-codified from time to time. Il. GRANT The County of Mason hereby grants to the Franchisee a non-exclusive franchise which, once it becomes effective shall authorize the Franchisee to enter upon the road rights-of-way located 1 within the Franchise Area identified in attached Exhibit`B", for the purpose of installing, constructing,maintaining,repairing,replacing, adjusting,relocating and operating the utility facilities,which grant shall be limited to the following described purpose(s): Construction, replacement, re-location,repair and Maintenance of underground and above ground water utility and facilities and appurtenances. Such grant is subject to and must be exercised in strict accordance with and subject to this franchise, Title 12 of the Mason County Code, the Manual and all applicable laws, rules, regulations and ordinances. Franchisee's exercise of any rights granted pursuant to the franchise is subject to the exercise of the County's police powers,and other regulatory powers as it may have or obtain in the future. No rights shall pass to the franchisee by implication. This franchise does not include permission to enter into or upon the road rights-of-way for any purposes others than the purposes expressly described herein. Permittee has a duty to notify the County of any change in use or condition of the utility facilities that may affect the status of the utility facilities or the impact of the utility facilities upon the road rights-of-way. III. UTILITY PERMIT REQUIRED Franchisee shall not commence or perform work(hereafter"Work")to install, construct,maintain repair, replace adjust, connect, disconnect, rebuild, or relocate its utility facilities within the road rights-of-way,without first applying for,paying all associated fees,and obtaining a utility permit as required pursuant to Title 12 of the Mason County Code. In any utility permit so issued,the County may impose,as a condition of the granting the utility permit,such conditions and regulations as may be necessary for the protection,preservation and management of the road rights-of-way,including, by way of example and not limitation, for the purpose of protecting any structures in the road rights-of-way, maintaining proper distance from other utilities, ensuring the proper restoration of such road rights-of-way and structures,and for the protection of the County and the public and the continuity of pedestrian and vehicular traffic. Franchisee shall first file with the County Engineer its application for a utility permit to do such Work together with plans and specifications in triplicate showing at a minimum: A.The position,depth and location of all such utility facilities sought to be constructed,laid, installed or erected at that time,showing their relative position to existing county roads,rights-of-way or other county property upon plans drawn to scale,hereinafter collectively referred to as the"map of definite location; B. The class and type of material and equipment to be used, manner of excavation, construction,installation,backfill,erection of temporary structures,erection of permanent structures, traffic control,traffic turnouts and road obstructions; C. The manner in which the utility facility is to be installed; 2 D.'-Measures to be taken to preserve safe and free flow of traffic; E. Structural integrity of the roadway,bridge, or other structure; F. Specifications for the restoration of the county road,right-of-way or other county property 'in the event that the road right of way will be disturbed by the Work; and G. Provision for ease of future road maintenance and appearance of the roadway. Provision shall be made for known or planned expansion of the utility facilities,particularly those located underground or attached to bridges or other structures within the road right-of-way. The location, alignment and depth.of the-utility facilities shall conform with said map of definite ,location;except-in,instances.in which deviation may be allowed thereafter in writing by the County Engineer pursuant to application by Franchisee. All such Work shall be subject to'the approval of and shall pass the inspection of the County Engineer.The Franchisee shall pay.all costs of and expenses incurred in the examination,inspection and approval of such work on account of granting the said utility permits. IV. RESTORATION OF ROAD RIGHT OF WAY In any Work which disturbs or causes damage to the road rights-of-way subject to this franchise, public or private property, the Franchisee shall at its own expense and with all convenient speed, complete the work to repair and restore the county road right-of-way, or the public or private property so disturbed or damaged, and leave the same in as good or better condition as before the Work was commenced,to the reasonable satisfaction of the County Engineer. The Franchisee shall pay all costs of and expenses incurred in the examination, inspection and approval of such restoration or repair. The County Commissioners and/or County Engineer may at any time do,order or have done any and all work that they consider necessary to restore to a safe condition such County road right-of-way or other County property left by the Franchisee or its agents in a condition dangerous to life or property, and the Franchisee,upon demand, shall pay to the County all costs of such work. V. FRANCHISEE WORK IN RIGHT OF WAY Franchisee expressly agrees and understands that,with regard to Work within the road rights-of-way: A. All of Franchisee's utility facilities and Work within the road rights-of-way or other County property shall be in compliance with the provisions of Title 12 MCC, the Manual, the administrative regulations adopted by the County Engineer,other County established requirements for placement of utility facilities in road rights-of-way, including the specific location of utility facilities in the road rights-of-way, and all applicable laws, rules,regulations and ordinances; 3 B. In preparing plans and specifications for Work of utility facilities in the road rights-of- way the Franchisee shall use the Manual. Prior to commencement of work in the road rights-of-way, Franchisee shall submit such plans and specifications to the Mason County Engineer for review and approval together with adequate exhibits depicting existing or proposed location of the utility facility in relation to the road, including right-of-way or easement lines; relationship to currently planned road revisions,if applicable; and all locations and situations for which deviations in depth of cover (including the proposed method of protection) or other locational standards that are anticipated; C. All Work to utility facilities located within the road rights-of-way or other county propertyy subject to this franchise shall be done in such a manner as not to interfere, other than in ways approved by the County, with the construction, operation and maintenance of other utilities, public or private, drains, drainage ditches and structures, irrigation ditches and structures, located therein,nor with the grading or improveinents of such County roads,rights-of-way or other County property; .D. The owners and operators' of all utility facilities (public or private) installed in the Franchise Area or other county property prior in time to the utility facilities of the Franchisee,shall have preference as to the alignment and location of such utilities so installed with respect to the Franchisee. Such preference shall continue in the event of the necessity of relocating or changing the grade of any such county road or right-of-way; E. Franchisee shall perform the Work and operate its utility facilities in a manner that minimizes interference with the use of the road rights-of-way by others,including others that maybe installing utility facilities; and F. The County may require that Franchisee's utility facilities be installed at a particular time, at a.specific place,or in a particular manner as a condition of access to a particular road right-of-way; may deny access if a Franchisee is not willing to comply with the County's requirements; and may remove, or require removal of, any utility facility that is not installed in compliance with the requirements established by the County,or which is installed without prior County approval of the time, place, or manner of installation and charge the Franchisee for all the costs associated with removal; and may require Franchisee to cooperate with others to minimize adverse impacts on the road rights-of-way through joint trenching and other arrangements. G. The County may inspect the utility facilities at any time reasonable under the circumstances to ensure compliance with this franchise and applicable law,including to ensure that the utility facilities are constructed and maintained in a safe condition. If an unsafe condition is found to exist,the County,in addition to taking any other action permitted under applicable law,may order the Franchisee, in writing, to make the necessary repairs and alterations specified therein forthwith to correct the unsafe condition on a time-table established by the County which is reasonable in light of the unsafe condition. The County has the right to correct,inspect,administer, and repair the unsafe condition if the Franchisee fails to do so, and to charge the Franchisee therefore. The right of the County to conduct such inspections and order or make repairs shall not be 4 construed to create an obligation therefore,and such obligation to construct and maintain its utility facilities in a safe condition shall at all times remain the sole obligation of the Franchisee. . H. When required by the County,Franchisee shall make information available to the public :regarding any work involving the ongoing installation,construction,adjustment,relocation,repair or maintenance of its utility facilities sufficient to show (1)the nature of the work being performed; (2)where it is being performed; (3)its estimated completion date; and(4)progress to completion. I. FRANCHISEE IS PLACED ON NOTICE THAT FIBER OPTIC,COMMUNICATIONS, POWER, CONTROL SYSTEMS, OTHER TYPES OF CABLES, AND PIPELINES MAY BE BURIED ON THE RIGHT OF WAY. Before beginning any underground work, Franchisee will contact`the appropriate personnel.to have such facilities located and make arrangements as to protective measures that must be adhered to prior to the commencement of any work within the Road rights-of-way.. In addition to the liability terms elsewhere in this Agreement, Franchisee shall indemnify and hold the County 'and, its:elected and appointed officers, employees and agents harmless against and from all cost,liability,and expense whatsoever(including,without limitation, attorney's fees and court costs and expenses)arising out of or in any way contributed to by any act or omission of Franchisee,its contractor,agents and/or employees,that cause or in any way or degree contribute to (1) any damage.to or destruction of any such facilities by Franchisee, and/or its contractor, agents and/or employees, on the County's property, (2) any injury to or death of any person employed by or on behalf of any entity,and/or its contractor,agents and/or employees,on the road rights-of-way, and/or(3) any claim or cause of action for alleged loss of profits or revenue,or loss of service, by a customer or user of services or products of such company(ies) (collectively "Liabilities" for purposes of this Section V.I). The only Liabilities with respect to which Franchisee's obligation to indemnify the County and its elected and appointed officers, employees and agents does not apply are Liabilities to the extent arising out of,caused by or resulting from the negligence of the County, and its elected and appointed officers, employees and agents and Liabilities that by law the County and its elected and appointed officers, employees and agents for which the County cannot be indemnified. J. Franchisee shall continuously be a member of the State of Washington one number locator service under RCW 19.122, or an approved equivalent, and shall comply with all such applicable rules and regulations. K. Except in the event of emergency as described below,Franchisee and its Agents may not enter upon the Franchise Area to perform work for which a utility permit is not required,unless and except upon two-business days notice to the County Engineer. L. In the event of an emergency involving the threat of imminent harm to persons or property,and for purposes of taking immediate corrective action,Franchisee and its agents may enter the Franchise Area without advance notice to the County as long as such entry is for the sole purpose of addressing the emergency;provided however,that if any entry for such purposes would require issuance of a utility permit,Franchisee shall give the County verbal or telephonic notice of the places where and the manner in which entry is required prior to such entry,promptly followed by written notice. In all cases,notice to the County shall be given as far in advance as practical prior to entry or 5 as soon as practicable after entry upon the road right-of-Way. M. Franchisee shall promptly reimburse the County for their reasonable and direct costs incurred in responding to an emergency that is caused, created by or attributable to the presence, construction,maintenance,repair,or operation of the Franchisees utility facilities in the road rights- of-way. N. If,during installation,construction,relocation,realignment,adjustment,maintenance,or repair of the Franchisee's utility facilities in the road rights-of-way,Franchisee or its agents discover scientific or historic artifacts,Franchisee shall immediately notify the County of said discovery and shall protect.suchartifacts.-in.a manner.as specified by the County. Any such artifact shall be the property of the County if the County wishes to own it. VI. PROTECTION OF PUBLIC All-work-done under this-franchise shall,be done in a thorough and workman-like manner. In the performance of.Work within or'near the road rights-of-way, including without limitation, the opening of trenches and the'tunneling under county roads,rights-of way or other county property,the Franchisee shall leave such trenches,ditches and tunnels in such a way as to interfere as little as possible with public travel and shall take all due and necessary precautions to guard the same,so that damage or injury shall not occur or arise by reason of such Work; and where any of such trenches, ditches and tunnels are left open at night,the Franchisee shall place warning lights,barricades and other.appropriate protective devices at such a position as to give adequate warning of such Work. The Franchisee shall be liable for.any injury to person or persons or damage to property sustained arising out of its carelessness or neglect,or through any failure or neglect to properly guard or give warning of any trenches, ditches or tunnels dug or maintained by the Franchisee. VII. POLICE POWERS The County of Mason,in granting this franchise,does not waive any rights which it now has or may hereafter acquire with respect to county roads, rights-of-way or other county property and this franchise shall not be construed to deprive the county of any powers, rights or privileges which it now has or may hereafter acquire to regulate the use of and to control the county roads,rights-of-way and other county property covered by this franchise. The County retains the right to administer and regulate activities of the Franchisee up to the fullest extent of the law. The failure to reserve a particular right to regulate,or reference a particular regulation, shall not be interpreted by negative implication or otherwise to prevent the application of a regulation to the Franchisee. VIII. RELOCATION Franchisee shall, in the course of any Work, comply with the following requirements: A. The Franchisee shall, by a time specified by the County, protect, support, temporarily disconnect,relocate,or remove any of its utility facilities when required by the County by reason of 6 traffic conditions;public safety;.road right-of-way construction;road right-of-way repair(including resurfacing or widening);change of road right-of-way grade;construction,installation,or repair of County-owned sewers,drains,water pipes,power lines,signal lines,tracks,communications system, other .public work, public facility, or improvement of any government-owned utility; road right-of-way vacation;or for any other purpose where the County work involved would be aided by the removal or relocation of the utility facilities. Collectively,such matters are referred to below as the "public work." Franchisee acknowledges and understands that any delay by Franchisee in performing the herein described work may delay, hinder, or interfere with the work performed by the County and its contractors and subcontractors done in furtherance of such Public Work and result in damage to the County,including but not limited to,delay claims. Franchisee shall cooperate with the County and its contractors and subcontractors to coordinate such Franchisee work to accommodate the Public Work project and project schedules to avoid delay, hindrance of, or interference with the Public Work. The County of Mason shall-make available to the Franchisee a copy of the Six Year Transportation Program and the County's annual construction program after adoption each year. It is anticipated these programs will aid the utility in planning construction programs. B. Franchisee has a`duty to protect its utility facilities from work performed by the County within the road rights-of-way. The rights granted to the Franchisee herein do not preclude the County of Mason, its employees, contractors, subcontractors, and agents from blasting, grading, excavating, or doing other necessary road work contiguous to Franchisee's utility facilities; providing that, the Franchisee shall be given a minimum of forty-eight (48) hours notice of said blasting or other work in order that the Franchisee may protect its utility facilities. C. In the event of an emergency,or where the utility facility creates or is contributing to an imminent danger to health, safety, or property, the County may protect, support, temporarily disconnect,remove,or relocate any or all parts of the utility facility without prior notice,and charge the Franchisee for costs incurred. D. If any Person that is authorized to place facilities in the road right of way requests the Franchisee to protect, support,temporarily disconnect,remove, or relocate the Franchisee's utility facilities to accommodate the construction,operation,or repair of the facilities of such other person, the Franchisee shall,after 30 days'advance written notice,take action to effect the necessary changes requested;provided that,if such project is related to or competes with Franchisee's service,or if the effect of such changes would be to permanently deprive Franchisee of the beneficial enjoyment of this franchise for its intended purposes through interference with the operation of Franchisee's utility facilities or otherwise, Franchisee shall not be required to relocate its utility facilities. Unless the matter is governed by a valid contract or a state or federal law or regulation, or unless the Franchisee's utility facilities were not properly installed, the reasonable cost of the same shall be borne by the Person requesting the protection, support, temporary disconnection, removal, or relocation at no charge to the County, even if the County makes the request for such action. 7 E. The Franchisee shall, on the request of any person holding a valid permit issued by a governmental authority, temporarily raise or lower its wires to permit the moving of buildings or _ other objects. The expense of such temporary removal or raising or lowering of wires shall be paid by the person requesting the same. The County of Mason will accept liability for direct and actual damages to said Franchisee that are the result of the negligence of Mason.County, its trustees, officers, employees, contractors, subcontractors or agents while performing County improvement or Public Works projects enumerated in the original franchise agreement under Section VIII,paragraph B. Direct and actual damages are specifically limited to physical damage to properly installed and located infrastructure of the Franchisee and the cost to repair'such physical damage. Mason County retains the right to assert all applicable defenses in the event of a dispute including contributory negligence on the part of the Franchisee: Mason County shall in no way be liable for incidental damages claimed to arise from such actions. All Work to be performed,by the Franchisee under this section shall pass the inspection of the County Engineer. The Franchisee"shall pay all costs of and expenses incurred in the examination, inspection and approval of such work. IX. PRESERVATION OF MONUMENTS/MARKERS Before any work is performed under this franchise which may affect any existing monuments or markers of any nature relating to subdivisions,plats,roads and all other surveys,the Franchisee shall reference all such monuments and markers. The reference points shall be so located that they will not be disturbed during the Franchisee's operations under this franchise. The method of referencing these monuments or other points to be referenced shall be approved by the County Engineer. The replacement of all such monuments or markers disturbed during construction shall be made as expeditiously as conditions permit,and as directed by the County Engineer. The cost of monuments or other markers lost, destroyed, or disturbed, and the expense of replacement by approved monuments shall be borne by the Franchisee. A complete set of reference notes for monument and other ties shall be filed with the office of the Mason County Engineer. X. VACATION OF ROAD RIGHT-OF-WAY If at any time the County shall vacate any County road,right-of-way or other County property which is subject to rights granted by this franchise and said vacation shall be for the purpose of acquiring the fee or other property interest in said road, right-of-way or other county property for the use of Mason County,in either its proprietary or governmental capacity,then the Board of Mason County Commissioners may, at its option, and by giving thirty(30) days written notice to the Franchisee, terminate this franchise with reference to such county road,right-of-way or other county property so vacated, and the County of Mason shall not be liable for any damages or loss to the Franchisee by 8 reason of such termination. It has been the practice of Mason County to reserve easements for utilities at the time of road vacation,and will continue to be the practice until such time the Board of Mason County Commissioners direct a change of practice. XI. FINANCIAL SECURITY A. Insurance Except as otherwise provided herein,Franchisee shall maintain for itself and the County,throughout the entire period any part of Franchisee's utility facilities are located in the Franchise Area, adequate insurance to protect the Parties and their elected and appointed officers, agents, employees.against all of County's..and Franchisee's liability arising out of Franchisee's use and occupancy of the Franchise Area or any part thereof. This obligation shall require the Franchisee to maintain insurance at least in the following amounts: 1. COMMERCIAL GENERAL LIABILITY insurance to cover liability, bodily injury, and property damage. The Commercial General Liability insurance shall be written on an occurrence basis, with an aggregate limit location endorsement for the Franchise Area, and shall provide coverage for.any,andAll costs, including defense costs, and losses and damages resulting from personal injury, bodily injury and.death, property damage, products liability and completed operations. Such insurance shall include blanket contractual coverage,including coverage for the Franchise as now or hereafter amended and specific coverage for the indemnity provisions set forth herein. Coverage must be written with the following limits of liability: Bodice and Personal Injury&Property Damage $ 1,000,000 per Occurrence $ 2,000,000 aggregate 2 WORKERS' COMPENSATION insurance shall be maintained to comply with statutory limits for all employees,and in the case any work is sublet,the Franchisee shall require its contractors and subcontractors similarly to provide workers' compensation insurance for all the employees. The Franchisee shall also maintain, during the life of this policy, employer's liability insurance;provided that this obligation shall not apply to any time period during which Franchisee has no employees. The following minimum limits must be maintained: Workers' Compensation Statutory Employer's Liability $ 1,000,000 each occurrence 3.COMPREHENSIVE AUTO LIABILITY insurance shall include owned,hired,and non-owned vehicles operated by Franchisee employees on an occurrence basis with coverage of at least$2,000,000 per occurrence. If the Franchisee, its contractors, or subcontractors do not have the required insurance,the County may require such entities to stop operations until the insurance is obtained and approved. 9 Certificates of Insurance reflecting evidence of the required insurance and approved by the County's Risk Manager for the GENERAL LIABILITY policies described above,shall be sent to the County's risk manager. The certificate shall be filed with the acceptance of the franchise, and annually thereafter, and as provided below: All coverage shall be listed all on one certificate with the same _ expiration dates. The certificates shall contain a provision that coverages afforded under these policies will not be canceled until at least.-3O days'prior written notice has been given to the County. In the.event that.the.insurance certificate-provided indicates that the insurance shall terminate or lapse.during the period of the franchise,then,in that event,the Franchisee shall furnish, at least 30 days prior to the expiration ofthe date of such insurance,a renewed certificate of insurance as proof -that-equal and,like coverage hasbeen or will be obtained prior to any such lapse or termination during the balance of the period of the franchise. The County reserves the right, during,the term of the franchise, to require any other insurance coverage or adjust thc:.policy.limits as it deems reasonably necessary utilizing so nd sk management practices and principals based upon the loss exposures. Each insurance policy required pursuant to this franchise shall be primary and non-contributing as respects any coverage maintained by the County and shall include an endorsement reflecting the same. Any other coverage maintained by County shall be excess of this coverage herein defined as primary and shall not contribute with it. The certificate of insurance must reflect that the above wording is included in all such policies. Each insurance policy obtained pursuant to this franchise shall be issued by financially sound insurers who may lawfully do business in the State of Washington with a financial rating at all times during coverage of no less than rating of"A" and a class of"X" or better in the latest edition of "Best's Key Rating Guide"published by A.M.Best Company,or such other financial rating or rating guide approved in writing by the County's risk manager. In the event that at any time during coverage,the insurer does not meet the foregoing standards,Franchisee shall give prompt notice to the County and shall seek coverage from an insurer that meets the foregoing standards. The County reserves the right to change the rating or the rating guide depending upon the changed risks or availability of other suitable and reliable rating guides. Comprehensive general liability insurance policies and coverage obtained pursuant to this franchise shall include an endorsement (standard ISO form CG 24-17) deleting all exclusions for work or incidents occurring within any distance from a railroad track or railroad property, or on, over, or under a railroad track. Insurance policies required pursuant to this franchise shall have no non-standard exclusions unless approved of by the County Risk Manager or designee. 10 Commercial general liability insurance policies obtained pursuant to this franchise shall name the County as an additional insured without limitation,pursuant to an endorsement approved of by the County's Risk Manager or designee. Franchisee and Franchisee's Contractors' insurers, through policy endorsement, shall waive their rights of subrogation against the County for all claims and suits. The certificate of insurance must reflect this waiver of subrogation rights endorsement. Commercial General Liability Insurance policies and coverage required herein of public utility operators may include a reasonabledeductible or self-insured retention;provided,however,that as to any Loss or Damage covered'as provided herein, if Franchisee elects to include any deductible or self-.irisured"retention,Franchisee'shall itself directly cover,in lieu of insurance,any and all County liabilities that would otherwise in accordance with the provisions of this Franchise be covered by Franchisee's insurance if Franchisee elected not to include a deductible or self-insured retention. Such direct coverage by Franchisee shall be in an amount equal to the amount of Franchisee's actual deductible or self-insured retention. Franchisee shall be required to provide a certification of self- insurance retention to the county.in a form and content acceptable to the county engineer. B. Performance/Payment Bond. At the same time Franchisee provides its acceptance of this Franchise, the Franchisee shall, if required by the County Engineer, provide a performance and payment bond to ensure the full and faithful performance of all of its responsibilities under this franchise and applicable rules, regulations and ordinances, including,by way of example, but not limited to,its obligations to relocate and remove its utility facilities,to restore the road rights-of-way and other property when damaged or disturbed, and to reimburse the County for its costs. The amount of the performance and payment bond shall be for ZERO ($0). The amount of the bond,or cash deposit as described below,may be adjusted by the County every five years from the date of execution of this franchise,to take into account cumulative inflation or increased risks to the County. The Franchisee may be required to obtain additional bonds in accordance with the County's ordinary practices. The bond shall be in a form with terms and conditions acceptable to the County and reviewed and approved by the County Engineer. The bond shall be with a surety with a rating no less than "A V in the latest edition of"Bests Key Rating Guide," published by A.M. Best Guide. The Franchisee shall pay all premiums or costs associated with maintaining the bond,and shall keep the same in full force and effect at all times.If Franchisee fails to provide or maintain the bond,then the County,in its sole discretion,may require Franchisee to substitute an equivalent cash deposit as described below in lieu of the bond. Franchisee,may at its election or upon order by the County, substitute an equivalent cash deposit instead of a performance and payment bond. This cash deposit shall ensure the full and faithful performance of all of Franchisee's responsibilities hereto under this Permit and all applicable laws, rules, regulations or ordinances. This includes,but is not limited to, its obligations to relocate or remove its facilities, restore the road rights-of-way and other property to their original condition, reimbursing the County for its costs, and keeping Franchisee's insurance in full force. 11 'The County shall notify Franchisee in writing, by certified mail, of any default and shall give Franchisee thirty(30)days from the date of such notice to cure any such default. In the event that the Franchisee fails to cure such default to the satisfaction of the County,the County may,at its option, _ forfeit the entire amount of the cash deposit or draw upon the cash deposit up to the amount of the County's costs incurred to-cure,.Franchisee's default. Upon the County's cure of Franchisee's 'default, the County shall notify Franchisee in writing of such cure. In the event that the County draws upon the cash deposit or forfeits the same, Franchisee shall thereupon replenish the cash deposit to the full amount as specified herein or provide a replacement performance and payment bond. Before any Work commences in-the road right-of-way,the County Engineer may require the operator . to provide a performance and payment bond for each separate project in an amount to be determined by the County Engineer, but.not.lessthan five hundred dollars, written by a surety company acceptable to the County Risk Manager and authorized to do business in the state of Washington. The purpose of the bond is to.insure .completion of construction, including the restoration of surfacJng,slopes,slope treatment;topsoil,landscape treatment,and drainage facilities,and cleanup of rights-of-way, and payment of costs incurred by the County to enforce the requirements of this Chapter. The performance and payment bond shall be in place for a period ending not more than one year after the date of completion. A project specific performance bond shall not be required in the event that the franchisee has in place a blanket performance bond and, when required, a payment bond, maintained pursuant to the requirements of this franchise. A performance and payment bond for work in the road right-of-way will not be required of the United States Government or any of its agencies or of any municipal corporation or department of the state of Washington and its local subdivisions. C. Limitation of Liability. To the fullest extent permitted by law,the Franchisee shall,and shall cause its contractor(s) to release, indemnify, defend and hold harmless the county and the county's legal representatives,officer(elected or),appointed)employees and agents(collectively, "indemnitees") for, from and against any and all claims,liabilities, fines,penalties,cost,damages, losses, liens, causes of action, suits, demands, judgments and expenses (including, without limitations, court costs, attorneys' fees and costs of investigation, removal and remediation and governmental oversight costs),Environmental or otherwise(collectively"liabilities")of any nature, kind, or description, of any person or entity, directly or indirectly, arising out of,resulting from,or related to (in whole or in part): 1. this franchise; 2. any rights or interests granted pursuant to this franchise; 12 3. franchisee's occupation and use of the road right of way; 4. franchisee's operation of its utility facilities; 5. the presence of utility facilities within the right of way; 6. the environmental condition and status of the road right-of-way caused by, aggravated by, or contributed to, in whole or in part,by franchisee or its agents; or 7. The acts,errors;or omissions of third parties when arising out of the installation, construction,adjustment,relocation,replacement,removal,or maintenance of such third party utility facilities within the road rights-of-way when such work is performed under authority of the operator's utility permit or at the direction or under the control of the operator; or 8. ,any act or omission of franchisee or franchisee's agents; The only liabilities,with respect to which franchisee's obligation to indemnify the indemnitees do not apply are liabilities to the extent arising out of, caused by or resulting from the negligence of the county, its officers, agents, employees or contractors and liabilities that by law the indemnities cannon be indemnified for. Upon written notice from the county,franchisee agrees to assume the defense of any lawsuit or other proceeding brought against any indemnitee by any entity, relating to any matter covered by this franchise for which franchisee has an obligation to assume liability for and/or save and hold harmless any indemnitee.Franchisee shall pay all cost incident to such defense,including,but not limited to, attorneys'fees,investigators' fees,litigation and appeal expenses,settlement payments and amounts paid in satisfaction of judgments. Franchisee will fully satisfy said judgment within ninety(90)days after said suit or action shall have finally been determined if determined adversely to Mason County. Upon the Franchisee's failure to satisfy said judgment within the ninety (90) day period, this franchise shall at once cease and terminate. Acceptance by the County of any Work performed by the Franchisee at the time of completion shall not be grounds for avoidance of this covenant. XII. FRANCHISE NONEXCLUSIVE This franchise shall not be deemed to be an exclusive franchise. It shall in no manner prohibit the County of Mason from granting other utilities under,along,across,over and upon any of the County roads,rights-of-way or other County property subject to this franchise and shall in no way prevent or prohibit the County of Mason from constructing, altering,maintaining or using any of said roads, rights-of-way,drainage structures or facilities,irrigation structures or facilities,or any other county property or affect its jurisdiction over them or any part of them with full power to make all necessary changes,relocations,repairs,maintenance, etc., the same as the county may deem fit. 13 XIII. SUCCESSORS AND ASSIGNS All.the provisions,conditions,regulations and requirements herein contained shall be binding upon the successors and assigns of the Franchisee,and all privileges,as well as all obligations and liability of the Franchisee, shall ensure.to its successors and assigns equally as if they were specifically mentioned wherever the Franchisee is mentioned. Any reference in this franchise to a specifically named party shall be deemed to apply-to any successor, heir, administrator, executor or assign of such party who has acquired.its interest in compliance with the terms of this franchise,or under law. XIV. TRANSFER/ASSIGNMENT Franchisee may assign or-transfer.this franchise after prior written notice to County of Mason and assignee's written commitment,in a form and content approved by the County Prosecutor,delivered to County of Mason,that assignees shall thereafter be responsible for all obligations of Franchisee with respect to the franchise and guaranteeing performance under the terms and conditions of the franchise and that transferee will be bound by all the conditions of the franchise and will assume all the obligations of its predecessor. Such an assignment shall relieve the Franchisee of any further obligations under the franchise, including any obligations not fulfilled by Franchisee's assignee; provided that,the assignment shall not in any respect relieve the Franchisee,or any of its successors in interest,of responsibility for acts or omissions,known or unknown,or the consequences thereof, which acts or omissions occur prior to the time of the assignment. No franchise or master road use permit may be assigned or transferred without filing or establishing with the county the insurance certificates and performance bond as required pursuant to this franchise. XV. ANNEXATION Whenever any of the County roads, rights-of-way or other county property as designated in this franchise,by reason of the subsequent incorporation of any town or city,or extension of the limits of any town or city, shall fall within the city or town limits and shall by operation of law or otherwise terminate in respect to the said roads,rights-of-way or other county property so included with city or town limits; this franchise shall continue in force and effect to all county roads, rights-of-way or other county property not so included in city or town limits. XVI. REVOCATION/REMEDIES A. Revocation. In addition the right to revoke this franchise as set forth in Title 12 of the Mason County Code, if the Franchisee shall willfully violate, or fail to comply with any of the provisions of this franchise through willful or unreasonable neglect or fail to heed or comply with any notice given the Franchisee under the provision of this grant, then Franchisee shall forfeit all rights conferred hereunder and this franchise may be revoked or annulled, after a public hearing by the Board of County Commissioners. The Franchisee shall not be relieved of any of its obligations to comply promptly with any provision of this franchise by reason of any failure of the County to 14 enforce prompt compliance,and the County's failure to enforce shall not constitute a waiver of rights or acquiescence in the Licensee's conduct. Subject to the required consent, adjudication, permission or authorization of a federal or state regulatory agency with jurisdiction over the subject matter, upon revocation of the franchise, the County may require the Franchisee-to remove its utility facilities from any road rights-of-way, and restore such road right-of-way to its same or better condition as existed just prior to such removal,or de-commission and.abandon such utility facilities in place in whole or in part and in a manner approved by the County Board of Commissioners. If the Franchisee fails to remove utility facilities that the County requires it to remove,the County may perform the work and collect the cost thereof from the Franchisee. The actual cost,thereof,including direct and indirect administrative costs,shall be a lien upon all utility facilities of the Franchisee within the franchise Area effective upon filing of the lien with the Mason County Auditor. - B. Remedies. The County has the right to exercise any and all of the following remedies, singly or in combination,in the event of Default. "Default"shall mean any failure of Franchisee or its agents to keep,observe,or,perform any of Franchisee's or its agent's duties or obligations under this franchise: 1. Damages. Franchisee shall be liable for any and all damages incurred by County. 2. Specific Performance. County shall be entitled to specific performance of each and every obligation of Franchisee under this franchise without any requirement to prove or establish that County does not have an adequate remedy at law. Franchisee hereby waives the requirement of any such proof and acknowledges that County would not have an adequate remedy at law for Franchisee's commission of an Event of Default hereunder. 3. Injunction. County shall be entitled to restrain, by injunction, the actual or threatened commission or attempt of an Event of Default and to obtain a judgment or order specifically prohibiting a violation or breach of this Agreement without, in either case, being required to prove or establish that County does not have an adequate remedy at law. Franchisee hereby waives the requirement of any such proof and acknowledges that County would not have an adequate remedy at law for Franchisee's commission of an Event of Default hereunder. 4. Alternative Remedies. Neither the existence of other remedies identified in this franchise nor the exercise thereof shall be deemed to bar or otherwise limit the right of the County to commence an action for equitable or other relief, and/or proceed against Franchisee and any guarantor for all direct monetary damages, costs and expenses arising from the Default and to recover all such damages, costs and expenses, including reasonable attorneys' fees. Remedies are cumulative; the exercise of one shall not foreclose the exercise of others. XVII. SUBSEQUENT ACTION 15 In the event that after this franchise becomes effective, (a) there is a change in the law which broadens the authority of the County of Mason or the Franchisee with respect to any act permitted or authorized under this franchise; or (b)the County of Mason or the Franchisee believe that amendments to this franchise are necessary or appropriate, then the County of Mason and the Franchisee agree to enter into good faith negotiations to amend this franchise so as to enable the Parties to address, in a-manner reasonably acceptable to all Parties, such change or other development which formed the basis for the negotiations. The Parties recognize that the purpose of the negotiations would be to preserve, to the maximum extent consistent with law, the scope and purpose of this franchise. Mason County reserves for itself the right at any time upon ninety(90) days written notice to the Franchisee, to:so change,amend,modify or amplify any of the provisions or conditions herein enumerated to conform to any.state statute or county regulation,relating to the public welfare,health, safety or highway regulation,as may hereafter be enacted,adopted or promulgated and this franchise maybe terminated at such time apublic hearing is held by the Board of County Commissioners,and the Franchisee's utility facilities are found not to be operated or maintained in accordance with such statute or regulation. XVIII. ACCEPTANCE Franchisee shall execute and return to the County of Mason a signed acceptance of the franchise granted hereunder. The acceptance shall be in the form of the acceptance attached hereto as Exhibit "A", and in accepting the franchise, Franchisee warrants that it has carefully read the terms and conditions of this franchise and accepts all of the terms and conditions of this franchise and agrees to abide by the same and acknowledges that it has relied upon its own investigation of all relevant facts, that it has had the assistance of counsel, that it was not induced to accept a franchise, that this franchise represents the entire agreement between the Franchisee and the County of Mason. In the event the Franchisee fails to submit the countersigned ordinance and acceptance as provided for herein within the time limits set forth in this section, the grant herein is and shall become null and void. XIX. MISCELLANEOUS PROVISIONS A. Controlling Law/Venue. Any disputes concerning the application or interpretation of any of the provisions of this franchise shall be governed by the laws of the State of Washington. Venue of any action or arbitration brought under this franchise shall be in Mason County,Washington or the Western District of Washington if an action is brought in federal court, provided, however, that venue of such action is legally proper. B. Liens. Franchisee shall promptly pay and discharge any and all liens arising out of any Work done, suffered or permitted to be done by Franchisee on any Franchise Area. C. Waiver. No waiver by either party of any provision of this franchise shall in any way 16 impair the right of such parry to enforce that provision for any subsequent breach, or County of Mason's right to enforce all other provisions of this franchise. D. Attorney's Fees. If any action at law or in equity is necessary to enforce or interpret the _terms of this franchise, the substantially prevailing Party or Parties shall be entitled to reasonable attorney's fees,costs and necessary disbursements in addition to any other relief to which such Parry or Parties may be entitled. E. Amendment. This franchiseimay be amended only by a written contract signed by authorized representatives of Franchisee and County of Mason. F. Severability. If,any provision of this franchise is held to be illegal, invalid or unenforceablp under present or future laws,such provision will be fully severable and this franchise will be construed and enforced as if such illegal, invalid or unenforceable provision is not a part hereof,and the remaining provisions hereof will remain in full force and effect. In lieu of any illegal, invalid or unenforceable provision herein, there will be added automatically as a part of this franchise; a provision as similar in its terms to such illegal, invalid or unenforceable provision as may be possible and be legal,valid and enforceable. G. Joint' and Several Liability. Franchisee acknowledges that, in any case in which Franchisee and Franchisee's Contractors are responsible under the terms of this franchise, such responsibility is joint and several as between Franchisee and any such Franchisee's Contractors; provided that,the Franchisee is not prohibited from allocating such liability as a matter of contract. H. Notices. Any notice contemplated, required, or permitted to be given under this franchise shall be sufficient if it is in writing and is sent either by: (a)registered or certified mail, return receipt requested;or(b)a nationally recognized overnight mail delivery service,to the Party and at the address specified below, except as such Party and address may be changed by providing notice to the other Party no less than thirty (30) days' advance written notice of such change in address. Franchisee: Lake Limerick Water Systems,LLCC LLC 790 E. Saint Andrews Shelton,WA 98584 Attn: Joseph Castelluccio Jr. Grantor: County of Mason Public Works 100 Public Works Drive Shelton,WA 98584 I. Approvals. Nothing in this franchise shall be deemed to impose any duty or obligation upon the County of Mason to determine the adequacy or sufficiency of Franchisee's plans and 17 specifications or to ascertain..whether Franchisee's proposed or actual construction, testing, maintenance,repairs,replacement,relocation,adjustment or removal is adequate or sufficient or in conformance with the plans and specifications reviewed by the County of Mason. No approval given, inspection made,review or supervision performed by the County of Mason pursuant to this franchise shall constitute or be construed as a representation or warranty express or implied by County of Mason that such item approved, inspected, or supervised, complies with laws, rules regulations or ordinances or this franchise or meets any particular standard,code or requirement,or is in conformance with the plans and specifications,and no liability shall attach with respect thereto. County and inspections as provided'herein, are for the sole purpose of protecting the County of Mason's rights as the owner or manager of the road rights-of-way and shall not constitute any representation or warranty,express,or implied,as to the adequacy of the design,construction,repair, or :maintenance. of the utility facilities, suitability of the Franchise Area for construction, maintenance;or repair of the utility facilities,or any obligation on the part of the County of Mason to insure that wor1cor materials are in compliance with any requirements imposed by a governmental -entity.- County of Mason-is under no obligation or duty to supervise the design, construction, installation, relocation, adjustment, realignment, maintenance, repair, or operation of the utility facilities. J. Force Majeure: Neither'Party hereto shall be liable to the other Party for any failure to perform an obligation set forth herein to the extent such failure is caused by war,act of terrorism or an act of God,provided that such,Party has made and is making all reasonable efforts to perform such obligation and minimize any and all resulting loss or damage. K. Construction. All pronouns and any variations thereof shall be deemed to refer to the masculine,feminine or neuter,singular or plural, as the identity of the Party or Parties may require. The provisions of this franchise shall be construed as a whole according to their common meaning, except where specifically defined herein,not strictly for or against any party and consistent with the provisions contained herein in order to achieve the objectives and purposes of this franchise. L. Incorporation by Reference. All exhibits annexed hereto at the time of execution of this franchise or in the future as contemplated herein, are hereby incorporated by reference as though fully set forth herein. M. Calculation of Time. All periods of time referred to herein shall include Saturdays, Sundays,and legal holidays in the State of Washington,except that if the last day of any period falls on any Saturday,Sunday,or legal holiday in the State of Washington,the period shall be extended to include the next day which is not a Saturday, Sunday, or legal holiday in the State of Washington. N. Entire Agreement. This franchise is the full and complete agreement of County of Mason and Franchisee with respect to all matters covered herein and all matters related to the use of the Franchise Area by Franchisee and Franchisee's Contractors,and this franchise supersedes any and all other agreements of the Parties hereto with respect to all such matters,including,without limitation, all agreements evidencing the franchise. 18 O. No Recourse. Without limiting such immunities as the County or other persons may have under applicable law,Franchisee shall have no monetary recourse whatsoever against the County or its officials, boards, commissions, agents, or employees for any loss or damage arising out of the County's exercising its authority pursuant to this Franchise or other applicable law. P. Responsibility for Costs. Except as expressly provided otherwise,any act that Franchisee is required to perform under this franchise shall be performed at its cost. If Franchisee fails to perform work that it is required to perform within the time provided for performance, the County may perform the work and bill the Franchisee. The Franchisee shall pay the amounts billed within 30 days. Q. Work of Contractors and Subcontractors. Work by contractors and subcontractors is subject to the same restrictions, limitations, and conditions as if the work was performed by the Franchisee. The Franchisee shall be responsible for all work performed by its contractors and subcontractors,and others performing work on its behalf,under its control,or under authority of its utility permit,as if the work were performed by it and shall ensure that all such work is performed in compliance with this franchise, Title 12 MCC, the Manual and other applicable law, and shall be jointly and severally liable for all'damages and correcting all damage caused by them. It is the Franchisee's responsibility to ensure that contractors, subcontractors, or other Persons performing work on the Franchisee's behalf are familiar with the requirements of the franchise,Title 12 MCC, the Manual, and other applicable laws governing the work performed by them. R. Survival of Terms. Upon the expiration, termination, revocation or forfeiture of the franchise,the Franchisee shall no longer have the right to occupy the franchise area for the purpose of providing services authorized herein. However,the Franchisee's obligations under this franchise to the County shall survive the expiration, termination, revocation or forfeiture of these rights according to its terms for so long as the Franchisee's utility facilities shall remain in whole or in part in the road rights of way. By way of illustration and not limitation, Franchisee's obligations to indemnify, defend and hold harmless the County, provide insurance and a performance/payment bond pursuant to Section XI and Franchisee's obligation to relocate its utility facilities pursuant to Section VIII, shall continue in effect as to the Franchisee, notwithstanding any expiration, termination, revocation or forfeiture of the franchise, except to the extent that a County-approved transfer, sale,or assignment of the utility system is completed, and another entity has assumed full and complete responsibility for the utility system or for the relevant acts or omissions. S. Warranties. By acceptance of this franchise,Franchisee warrants: 1. That Franchisee has full right and authority to enter into and perform this Franchise in accordance with the terms hereof, and by entering into or performing this Franchise, Franchisee is not in violation of its charter or by-laws,or any law,regulation,or agreement by which it is bound or to which it is subject; and 2. That the execution,delivery,and performance of this Franchise by Franchisee has been duly 19 authorized by all requisite Board/Commission action, that the signatories for Franchisee of the acceptance hereof are authorized to sign this Franchise, and that the joinder or consent of any other party, including a court, trustee, 'or referee, is not necessary to make valid and effective the execution,delivery, and performance of this Franchise and acceptance. DATED at Shelton, Washington this day of 20_. BOARD OF COMMISSIONERS APPROVED: MASON COUNTY,WASHINGTON County Engineer Chair Approve as to form: Vice Chair Chief D.P.A. Commissioner 20 Exhibit A ACCEPTANCE OF FRANCHISE Ordinance No. 115-06, effective November 14, 2006. I, Q?-1 4-AJ T SM I I-u , am the Qfst"d r of l,, k-t �k Ce A and am the authorized representative to accept the above-referenced franchise on behalf of I certify that this franchise and all terms and conditions thereof are accepted by /-xL Lo-Wee(a e C Ad A , without qualification or reservation. DATED this r day of Nc04W- c� , 20i f . FRANCHISEE By: Its: 4r _1 Tax Id. No. STATE OF ss. COUNTY OF &a&?t' ) I certify that I know or have satisfactory evidence that is the person who appeared before me,and said person acknowledged that he/she sign is instrument,on oath stated that he/she was authorized to execute the instrul t and uknowledged it as the _�(t, of the�� �Mc!_itl�l� '5�.��� Le("ae 'ee and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated: /� Za l —% Notary Publi �[ Print Name /e t'r�/�//�✓�C L?C�. M commission ex ire's �,111H111/11►1/��M Y P �•```�•{ J HIN fs 'ioH ..0• '0A •� . C w!p•;n • NOrgRy0:T �. 3 OVA PUBLIC "4811"1161910 WASHY M.•``'� A EXHIBIT B Description of Franchise Area Lake Limerick A o: B ORAO\ E EST i ANDREWS DR NORTH i O� 3r _q. INC 2 EDUNOON'PC z s W a 1,77 E MIKKELSEN RD i B RECORDED AT THE REQUEST OF AND AFTER RECORDING RETURN TO: County of Mason 100 West Public Works Drive Shelton WA 98584 Attn: County Engineer Title: Lake Limerick Water System, LLCC LLC, Franchise Agreement Grantor: COUNTY OF MASON, a legal subdivision of the state of Washington Grantee: Lake Limerick Water System, LLCC LLC Description of Franchise Area: SEE EXHIBIT B IN THE MATTER OF THE APPLICATION OF Cherokee Strip HOA and Water Company FOR A FRANCHISE PERMIT TO.CONSTRUCT, OPERATE,AND MAINTAIN Water UTILITY FACILITIES, OVER,ALONG AND UNDER COUNTY ROADS AND HIGHWAYS LOCATED IN MASON COUNTY, WASHINGTON Application of(Name of operator) Cherokee Strip HOA and Water Company, doing business in Washington asp Cherokee Strip HOA and Water Company with its principal offices located a PO Box 2532 Belfair WA 98528 , by and through (person authorized io 'act for and on behalf of applicant) Richard Hurley , for a franchise to construct, operate and maintain (description of type) Water utility facilities in,over; along and under county roads'and highways in Mason County,Washington,as set forth in attached Exhibit `B" (Franchise Area), having come on regularly for hearing before the County Commissioners of Mason County, Washington, on the day of , 20 , at the hour of ,under the provisions of RCW 36.55,RCW 80.32.010 and RCW 80.36.040,and it appearing to the Board that notice of said hearing has been duly given as required by law, and that it is in the public interest to allow the franchise herein granted; NOW`THEREFORE, IT IS ORDERED that a non-exclusive franchise be, and the same is hereby given and granted to Operator, and its successors and assigns,hereinafter referred to as the Franchisee, for a period of 10 years with automatic renewal at the end of each term of 10 years unless either party gives the other written notice of termination at least 30 days prior to the end of the relevant term. (no more than ten years each term and can only be renewed 3 times) from and after the date of the entry of this order for the purposes, at the location(s), and upon the express terms and conditions as described herein. I. DEFINITIONS For the purposes of this franchise,terms,phrases,words,and their derivations not defined herein that are defined in Title 12 of the Mason County Code or the Manual on Accommodating Utilities in the Mason County Right-of-Way published by the County Engineer(the"Manual'),shall have the same meaning or be interpreted as provided in Title 12 of the Mason County Code or the Manual. Words not defined here, in Title 12 of the Mason County Code or the Manual shall have their ordinary meaning. A reference to Title 12 of the Mason County Code or the Manual refers to the same as may be amended,revised,updated,re-enacted or re-codified from time to time. Il. GRANT The County of Mason hereby grants to the Franchisee a non-exclusive franchise which, once it becomes effective shall authorize the Franchisee to enter upon the road rights-of-way located within the Franchise Area identified in attached Exhibit`B", for the purpose of installing, constructing,maintaining,repairing,replacing, adjusting,relocating and operating the utility 1 facilities, which grant shall be limited to the following described purpose(s): Water System Such grant is subject to and must be exercised in strict accordance with and subject to this franchise, Title 12 of the Mason County Code, the Manual and all applicable laws, rules, regulations and ordinances. Franchisee's exercise of any rights granted pursuant to the franchise is subject to the exercise of the County's police powers, and other regulatory powers as it may have or obtain in the future. No rights shall pass to the franchisee by implication. This franchise does not include permission to enter into or upon the road rights-of-way for any purposes others than the purposes expressly described herein. Permittee has a duty to notify the County of any change in use or condition of the utility facilities,that may affect the status of the utility facilities or the impact of the utility facilities upon the road rights-of-way. III. UTILITY PERMIT REQUIRED Franchisee shall not commence or perform work(hereafter"Work")to install, construct,maintain repair, replace adjust, connect, disconnect, rebuild, or relocate its utility facilities within the road rights-of-way,without first applying for,paying all associated fees,and obtaining a utility permit as required pursuant to Title 12 of the Mason County Code. In any utility permit so issued,the County may impose,as a condition of the granting the utility permit,such conditions and regulations as may be necessary for the protection,preservation and management of the road rights-of-way,including, by way of example and not limitation, for the purpose of protecting any structures in the road rights-of-way, maintaining proper distance from other utilities, ensuring the proper restoration of such road rights-of-way and structures, and for the protection of the County and the public and the continuity of pedestrian and vehicular traffic. Franchisee shall first file with the County Engineer its application for a utility permit to do such Work together with plans and specifications in triplicate showing at a minimum: A.The position,depth and location of all such utility facilities sought to be constructed,laid, installed or erected at that time,showing their relative position to existing county roads,rights-of-way or other county property upon plans drawn to scale,hereinafter collectively referred to as the"map of definite location; B. The class and type of material and equipment to be used, manner of excavation, construction,installation,backfill,erection of temporary structures,erection of permanent structures, traffic control, traffic turnouts and road obstructions; C. The manner in which the utility facility is to be installed; D. Measures to be taken to preserve safe and free flow of traffic; E. Structural integrity of the roadway,bridge, or other structure; F. Specifications for the restoration of the county road,right-of-way or other county property 2 in the event that the road right of way will be disturbed by the Work; and G. Provision for ease of future road maintenance and appearance of the roadway. Provision shall be made for known or planned expansion of the utility facilities,particularly those located underground or attached to bridges or other structures within the road right-of-way. The location, alignment and depth of the utility facilities shall conform with said map of definite location, except in instances in which deviation may be allowed thereafter in writing by the County Engineer pursuant to application by Franchisee. All such Work shall be subject to the approval of and shall pass the inspection of the County Engineer.The Franchisee shall pay.all costs of and expenses incurred in the examination,inspection and approval of such work on account of granting the said utility permits. IV. RESTORATION OF ROAD RIGHT OF WAY In any Work which disturbs or causes damage to the road rights-of-way subject to this franchise, public or private property, the Franchisee shall at its own expense and with all convenient speed, complete the work to repair and restore the county road right-of-way, or the public or private property so disturbed or damaged, and leave the same in as good or better condition as before the Work was commenced,to the reasonable satisfaction of the County Engineer. The Franchisee shall pay all costs of and expenses incurred in the examination, inspection and approval of such restoration or repair. The County Commissioners and/or County Engineer may at any time do,order or have done any and all work that they consider necessary to restore to a safe condition such County road right-of-way or other County property left by the Franchisee or its agents in a condition dangerous to life or property, and the Franchisee, upon demand, shall pay to the County all costs of such work. V. FRANCHISEE WORK IN RIGHT OF WAY Franchisee expressly agrees and understands that,with regard to Work within the road rights-of-way: A. All of Franchisee's utility facilities and Work within the road rights-of-way or other County property shall be in compliance with the provisions of Title 12 MCC, the Manual, the administrative regulations adopted by the County Engineer,other County established requirements for placement of utility facilities in road rights-of-way, including the specific location of utility facilities in the road rights-of-way, and all applicable laws, rules,regulations and ordinances; B. In preparing plans and specifications for Work of utility facilities in the road rights-of- way the Franchisee shall use the Manual. Prior to commencement of work in the road rights-of-way, Franchisee shall submit such plans and specifications to the Mason County Engineer for review and approval together with adequate exhibits depicting existing or proposed location of the utility facility 3 -in relation to the road, including right-of-way or easement lines; relationship to currently planned road revisions,if applicable;and all locations and situations for which deviations in depth of cover (including the proposed method of protection) or other locational standards that are anticipated; C. All Work to utility facilities located within the road rights-of-way or other county property subject to this franchise shall be done in such a manner as not to interfere, other than in ways approved by the County, with the construction, operation and maintenance of other utilities, public or private, drains, drainage ditches and structures, irrigation ditches and structures, located therein,nor with the grading or improvements of such County roads,rights-of-way or other County property; D. The owners and operators-of all utility facilities (public or private) installed in the Franchise Area or other county'propertyprior in time to the utility facilities of the Franchisee,shall have preference as to the alignment and location of such utilities so installed with respect to the Franchisee. 'Such preference shall continue in the event of the necessity of relocating or changing the grade of any such county road or right-of-way; E. Franchisee shall perform the Work and operate its utility facilities in a manner that minimizes interference with the use of the road rights-of-way by others,including others that maybe installing utility facilities; and F. The County may require that Franchisee's utility facilities be installed at a particular time, at a specific place,or in a particular manner as a condition of access to a particular road right-of-way; may deny access if a Franchisee is not willing to comply with the County's requirements; and may remove, or require removal of, any utility facility that is not installed in compliance with the requirements established by the County,or which is installed without prior County approval of the time, place, or manner of installation and charge the Franchisee for all the costs associated with removal; and may require Franchisee to cooperate with others to minimize adverse impacts on the road rights-of-way through joint trenching and other arrangements. G. The County may inspect the utility facilities at any time reasonable under the circumstances to ensure compliance with this franchise and applicable law,including to ensure that the utility facilities are constructed and maintained in a safe condition. If an unsafe condition is found to exist,the County,in addition to taking any other action permitted under applicable law,may order the Franchisee, in writing, to make the necessary repairs and alterations specified therein forthwith to correct the unsafe condition on a time-table established by the County which is reasonable in light of the unsafe condition. The County has the right to correct,inspect,administer, and repair the unsafe condition if the Franchisee fails to do so, and to charge the Franchisee therefore. The right of the County to conduct such inspections and order or make repairs shall not be construed to create an obligation therefore,and such obligation to construct and maintain its utility facilities in a safe condition shall at all times remain the sole obligation of the Franchisee. H. When required by the County,Franchisee shall make information available to the public 4 regarding any work involving the ongoing installation,construction,adjustment,relocation,repair or maintenance of its utility facilities sufficient to show (1)the nature of the work being performed; (2)where it is being performed; (3)its estimated completion date; and(4)progress to completion. I: FRANCHISEE IS PLACED ON NOTICE THAT FIBER OPTIC,COMMUNICATIONS, POWER, CONTROL SYSTEMS, OTHER TYPES OF CABLES, AND PIPELINES MAY BE BURIED ON THE RIGHT OF WAY. Before beginning any underground work, Franchisee will contact the appropriate personnel to have such facilities located and make arrangements as to protective measures that must be adhered to prior to the commencement of any work within the Road rights-of-way. ,In addition to the liability terms elsewhere in this Agreement, Franchisee shall indemnify and hold the County 'and its,elected and appointed officers, employees and agents harmless against and from all cost,liability,and expense whatsoever(including,without limitation, attorney's fees.and court costs and expenses)arising out of or in any way contributed to by any act or omission of Franchisee,its contractor,agents and/or employees,that cause or in any way or degree contribute to (1)any damage.to or destruction of any such facilities by Franchisee, and/or its contractor;.agents and/or employees; on,the County's property, (2) any injury to or death of any person employed by or on behalf of any entity,and/or its contractor,agents and/or employees,on the road rights-of-way, and/or(3) any claim or cause of action for alleged loss of profits or revenue,or loss of service, by a customer or user of services or products of such company(ies) (collectively "Liabilities" for purposes of this Section V.I). The only Liabilities with respect to which Franchisee's obligation to indemnify the County and its elected and appointed officers,employees and agents does not apply are Liabilities to the extent arising out of,caused by or resulting from the negligence of the County, and its elected and appointed officers, employees and agents and Liabilities that by law the County and its elected and appointed officers, employees and agents for which the County cannot be indemnified. J. Franchisee shall continuously be a member of the State of Washington one number locator service under RCW 19.122, or an approved equivalent, and shall comply with all such applicable rules and regulations. K. Except in the event of emergency as described below,Franchisee and its Agents may not enter upon the Franchise Area to perform work for which a utility permit is not required,unless and except upon two-business days notice to the County Engineer. L. In the event of an emergency involving the threat of imminent harm to persons or property,and for purposes of taking immediate corrective action,Franchisee and its agents may enter the Franchise Area without advance notice to the County as long as such entry is for the sole purpose of addressing the emergency;provided however,that if any entry for such purposes would require issuance of a utility permit,Franchisee shall give the County verbal or telephonic notice of the places where and the manner in which entry is required prior to such entry,promptly followed by written notice. In all cases,notice to the County shall be given as far in advance as practical prior to entry or as soon as practicable after entry upon the road right-of-Way. M. Franchisee shall promptly reimburse the County for their reasonable and direct costs incurred in responding to an emergency that is caused, created by or attributable to the presence, construction,maintenance,repair,or operation of the Franchisees utility facilities in the road rights- 5 of-way. N. If,during installation,construction,relocation,realignment,adjustment,maintenance,or repair of the Franchisee's utility facilities in the road rights-of-way,Franchisee or its agents discover scientific or historic artifacts,Franchisee shall immediately notify the County of said discovery and shall protect such artifacts in a manner as specified by the County. Any such artifact shall be the property of the County if the County wishes to own it. - VI. PROTECTION OF PUBLIC All work done under this franchise shall be done in a thorough and workman-like manner. In the performance of Work within or near the road rights-of-way, including without limitation, the opening of trenches and the tunneling under county roads,rights-of way or other county property,the Franchisee shall leave such trenches;ditches and tunnels in such a way as to interfere as little as possible with'public travel and shall take all due and necessary precautions to guard the same,so that damage or injury shall not occur or arise by reason of such Work; and where any of such trenches, . . ditches'and tunnels are left open at bight;the Franchisee shall place warning lights,barricades and other appropriate protective devices at such a position as to give adequate warning of such Work. The Franchisee shall be liable for any injury to person or persons or damage to property sustained arising out of its carelessness or neglect,or through any failure or neglect to properly guard or give warning of any trenches, ditches or tunnels dug or maintained by the Franchisee. VII. POLICE POWERS The County of Mason,in granting this franchise,does not waive any rights which it now has or may hereafter acquire with respect to county roads, rights-of-way or other county property and this franchise shall not be construed to deprive the county of any powers, rights or privileges which it now has or may hereafter acquire to regulate the use of and to control the county roads,rights-of-way and other county property covered by this franchise. The County retains the right to administer and regulate activities of the Franchisee up to the fullest extent of the law. The failure to reserve a particular right to regulate, or reference a particular regulation, shall not be interpreted by negative implication or otherwise to prevent the application of a regulation to the Franchisee. VIII. RELOCATION Franchisee shall, in the course of any Work, comply with the following requirements: A. The Franchisee shall, by a time specified by the County, protect, support, temporarily disconnect,relocate,or remove any of its utility facilities when required by the County by reason of traffic conditions;public safety;road right-of-way construction;road right-of-way repair(including resurfacing or widening); change of road right-of-way grade; construction,installation,or repair of County-owned sewers,drains,water pipes,power lines,signal lines,tracks,communications system, other public work, public facility, or improvement of any government-owned utility; road 6 right-of-way vacation;or for any other purpose where the County work involved would be aided by the removal or relocation-of the utility facilities. Collectively,such matters are referred to below as the "public work." Franchisee acknowledges and understands that any delay by Franchisee in performing the herein described work may delay, hinder, or interfere with the work performed by the County and its contractors and subcontractors done in furtherance of such Public Work and result in damage to the County,including but not limited to,delay claims. Franchisee shall cooperate with the County and its contractors and subcontractors to coordinate such Franchisee work to accommodate the Public Work proj ect'and'prof ect schedules to avoid delay, hindrance of, or interference with the Public Work. The County of Mason shall,make available to the Franchisee a copy of the Six Year Transportation Program and the County's annual construction program after adoption each year. It is anticipated these programs will aid the utility in planning construction programs. B. Franchisee has a duty to protect its utility facilities from work performed by the County within the road rights-of-way. The rights granted to the Franchisee herein do not preclude the County of Mason, its employees, contractors, subcontractors, and agents from blasting, grading, excavating, or doing other necessary road work contiguous to Franchisee's utility facilities; providing that, the Franchisee shall be given a minimum of forty-eight (48) hours notice of said blasting or other work in order that the Franchisee may protect its utility facilities. C. In the event of an emergency,or where the utility facility creates or is contributing to an imminent danger to health, safety, or property, the County may protect, support, temporarily disconnect,remove,or relocate any or all parts of the utility facility without prior notice,and charge the Franchisee for costs incurred. D. If any Person that is authorized to place facilities in the road right of way requests the Franchisee to protect, support,temporarily disconnect,remove, or relocate the Franchisee's utility facilities to accommodate the construction,operation,or repair of the facilities of such other person, the Franchisee shall,after 30 days'advance written notice,take action to effect the necessary changes requested;provided that,if such project is related to or competes with Franchisee's service,or if the effect of such changes would be to permanently deprive Franchisee of the beneficial enjoyment of this franchise for its intended purposes through interference with the operation of Franchisee's utility facilities or otherwise, Franchisee shall not be required to relocate its utility facilities. Unless the matter is governed by a valid contract or a state or federal law or regulation, or unless the Franchisee's utility facilities were not properly installed, the reasonable cost of the same shall be borne by the Person requesting the protection, support, temporary disconnection, removal, or relocation at no charge to the County, even if the County makes the request for such action. E. The Franchisee shall, on the request of any person holding a valid permit issued by a governmental authority, temporarily raise or lower its wires to permit the moving of buildings or other objects. The expense of such temporary removal or raising or lowering of wires shall be paid 7 by the person requesting the same. The County of Mason will accept liability for direct and actual damages to said Franchisee that are the result of the negligence of Mason.County, its trustees, officers, employees, contractors, subcontractors or agents while performing County improvement or Public Works projects enumerated in the original franchise agreement under Section VIII,paragraph B. Direct and actual damages are specifically limited to physical damage to properly installed and located infrastructure of the Franchisee and the cost to repair such physical damage. Mason County retains the right to assert all applicable defenses in the event of a dispute including contributory negligence on the part of the Franchisee. Mason County shall in no way be liable for incidental damages claimed to arise from such actions. All Work to be performed by the Franchisee under this section shall pass the inspection of the County Engineer. The Franchisee shall pay all costs of and expenses incurred in the examination, inspection and approval of such work. IX. PRESERVATION OF MONUMENTS/MARKERS Before any work is performed under this franchise which may affect any existing monuments or markers of any nature relating to subdivisions,plats,roads and all other surveys,the Franchisee shall reference all such monuments and markers. The reference points shall be so located that they will not be disturbed during the Franchisee's operations under this franchise. The method of referencing these monuments or other points to be referenced shall be approved by the County Engineer. The replacement of all such monuments or markers disturbed during construction shall be made as expeditiously as conditions permit,and as directed by the County Engineer. The cost of monuments or other markers lost, destroyed, or disturbed, and the expense of replacement by approved monuments shall be borne by the Franchisee. A complete set of reference notes for monument and other ties shall be filed with the office of the Mason County Engineer. X. VACATION OF ROAD RIGHT-OF-WAY If at any time the County shall vacate any County road,right-of-way or other County property which is subject to rights granted by this franchise and said vacation shall be for the purpose of acquiring the fee or other property interest in said road, right-of-way or other county property for the use of Mason County, in either its proprietary or governmental capacity,then the Board of Mason County Commissioners may, at its option, and by giving thirty(30) days written notice to the Franchisee, terminate this franchise with reference to such county road,right-of-way or other county property so vacated, and the County of Mason shall not be liable for any damages or loss to the Franchisee by reason of such termination. It has been the practice of Mason County to reserve easements for utilities at the time of road vacation,and will continue to be the practice until such time the Board of Mason County Commissioners direct a change of practice. 8 XI. FINANCIAL SECURITY A. Insurance Except as otherwise provided herein,Franchisee shall maintain for itself and the County,throughout the entire period any part of Franchisee's utility facilities are located in the Franchise Area, adequate insurance to protect the Parties and their elected and appointed officers, agents, employees against all of County's and Franchisee's liability arising out of Franchisee's use and occupancy of the Franchise Area or-any part thereof. This obligation shall require the Franchisee to maintain insurance at least in the following amounts: 1. COMMERCIAL GENERAL LIABILITY insurance to cover liability, bodily injury, and property damage. The Commercial General Liability insurance shall be written on an occurrence basis, with an aggregate limit location endorsement for the Franchise Area, and shall provide coverage for any and all costs, including defense costs, and losses and damages resulting from personal injury, bodily injury and death, property damage, products liability and completed operations: Such insurance shall,include blanket contractual coverage,including coverage for the Franchise as now or hereafter amended and specific coverage for the indemnity provisions set forth herein. Coverage must be written with the following limits of liability: Bodily and Personal Injury&Property Damage $ 1,000,000 per Occurrence $ 2,000,000 aggregate 2 WORKERS' COMPENSATION insurance shall be maintained to comply with statutory limits for all employees,and in the case any work is sublet,the Franchisee shall require its contractors and subcontractors similarly to provide workers' compensation insurance for all the employees. The Franchisee shall also maintain, during the life of this policy, employer's liability insurance;provided that this obligation shall not apply to any time period during which Franchisee has no employees. The following minimum limits must be maintained: Workers' Compensation Statutory Employer's Liability $ 1,000,000 each occurrence 3.COMPREHENSIVE AUTO LIABILITY insurance shall include owned,hired,and non-owned vehicles operated by Franchisee employees on an occurrence basis with coverage of at least$2,000,000 per occurrence. If the Franchisee, its contractors,or subcontractors do not have the required insurance,the County may require such entities to stop operations until the insurance is obtained and approved. Certificates of Insurance reflecting evidence of the required insurance and approved by the County's Risk Manager for the GENERAL LIABILITY policies described above,shall be sent to the County's risk manager. The certificate shall be filed with the acceptance of the franchise, and annually thereafter, and as provided below. All coverage shall be listed all on one certificate with the same 9 expiration dates. The certificates shall contain a provision that coverages afforded under these policies will not be canceled until at least 30 days'prior written notice has been given to the County. In the event that the insurance certificate provided indicates that the insurance shall terminate or lapse during the period of the franchise, then, in that event, the Franchisee shall furnish, at least 30 days prior to the expiration of the date of such insurance,a renewed certificate of insurance as proof that equal and like coverage has been or.will be obtained prior to any such lapse or termination during the balance of the period of the franchise. The County reserves the right, during the term of the franchise, to require any other insurance coverage or adjust the policy limits as it deems reasonably necessary utilizing sound risk management practices and principals based upon the loss exposures. Each insurance policy required pursuant to this franchise shall be primary and non-contributing as respects any coverage maintained by the County and shall include an endorsement reflecting the same. Any other coverage maintained by County shall be excess of this coverage herein defined as primary and shall not contribute with it. The certificate of insurance must reflect that the above wording is included in all such policies. Each insurance policy obtained pursuant to this franchise shall be issued by financially sound insurers who may lawfully do business in the State of Washington with a financial rating at all times during coverage of no less than rating of"A" and a class of"X" or better in the latest edition of "Best's Key Rating Guide"published by A.M.Best Company,or such other financial rating or rating guide approved in writing by the County's risk manager. In the event that at any time during coverage,the insurer does not meet the foregoing standards, Franchisee shall give prompt notice to the County and shall seek coverage from an insurer that meets the foregoing standards. The County reserves the right to change the rating or the rating guide depending upon the changed risks or availability of other suitable and reliable rating guides. Comprehensive general liability insurance policies and coverage obtained pursuant to this franchise shall include an endorsement (standard ISO form CG 24-17) deleting all exclusions for work or incidents occurring within any distance from a railroad track or railroad property, or on, over, or under a railroad track. Insurance policies required pursuant to this franchise shall have no non-standard exclusions unless approved of by the County Risk Manager or designee. Commercial general liability insurance policies obtained pursuant to this franchise shall name the County as an additional insured without limitation,pursuant to an endorsement approved of by the County's Risk Manager or designee. 10 Franchisee and Franchisee's Contractors' insurers, through policy endorsement, shall waive their rights of subrogation against the County for all claims and suits. The certificate of insurance must reflect this waiver of subrogation rights endorsement. Commercial General Liability-Insurance policies and coverage required herein of public utility operators may include a reasonable deductible or self-insured retention;provided,however,that as to any Loss or Damage covered as provided herein, if Franchisee elects to include any deductible or self-insured retention,Franchisee shall itself directly cover,in lieu of insurance,any and all County liabilities that would otherwise in accordance with the provisions of this Franchise be covered by Franchisee's insurance if Franchisee'elected not to include a deductible or self-insured retention. Such direct coverage by Franchisee shall be in an amount equal to the amount of Franchisee's actual deductible or self-insured retention. Franchisee shall be required to provide a certification of self- insurance retention to'the county in a form and content acceptable to the county engineer. B. Performance/Payment Bond: At the same time Franchisee provides its acceptance of this Franchise, the,Franchisee shall, if required by the County Engineer, provide a performance and payment bond to ensure the full and faithful performance of all of its responsibilities under this franchise and applicable rules, regulations and ordinances, including,by way of example, but not limited to,its obligations to relocate and remove its utility facilities,to restore the road rights-of-way and other property when damaged or disturbed, and to reimburse the County for its costs. The amount of the performance and payment bond shall be for ZERO ($0). The amount of the bond,or cash deposit as described below,may be adjusted by the County every five years from the date of execution of this franchise,to take into account cumulative inflation or increased risks to the County. The Franchisee maybe required to obtain additional bonds in accordance with the County's ordinary practices. The bond shall be in a form with terms and conditions acceptable to the County and reviewed and approved by the County Engineer. The bond shall be with a surety with a rating no less than "A V in the latest edition of"Bests Key Rating Guide," published by A.M. Best Guide. The Franchisee shall pay all premiums or costs associated with maintaining the bond,and shall keep the same in full force and effect at all times.If Franchisee fails to provide or maintain the bond,then the County,in its sole discretion,may require Franchisee to substitute an equivalent cash deposit as described below in lieu of the bond. Franchisee, may at its election or upon order by the County, substitute an equivalent cash deposit instead of a performance and payment bond. This cash deposit shall ensure the full and faithful performance of all of Franchisee's responsibilities hereto under this Permit and all applicable laws, rules, regulations or ordinances. This includes,but is not limited to, its obligations to relocate or remove its facilities, restore the road rights-of-way and other property to their original condition, reimbursing the County for its costs, and keeping Franchisee's insurance in full force. The County shall notify Franchisee in writing, by certified mail, of any default and shall give Franchisee thirty(30)days from the date of such notice to cure any such default. In the event that the Franchisee fails to cure such default to the satisfaction of the County,the County may,at its option, forfeit the entire amount of the cash deposit or draw upon the cash deposit up to the amount of the 11 County's costs incurred to cure Franchisee's default. Upon the County's cure of Franchisee's default,the County shall notify Franchisee in writing of such cure. In the event that the County draws upon the cash deposit or forfeits the same, Franchisee shall thereupon replenish the cash deposit to the full amount as specified herein or provide a replacement performance and payment bond. Before any Work commences in the road right-of-way,the County Engineer may require the operator to provide a performance and payment bond for each separate project in an amount to be determined by the County Engineer, but not less than five hundred dollars, written by a surety company acceptable to the County Risk Manager and authorized to do business in the state of Washington. The purpose of the bond is to insure completion of construction, including the restoration of surfacing,slopes,slope treatment,topsoil,landscape treatment,and drainage facilities,and cleanup of rights-of-way, and payment of costs incurred by the County to enforce the requirements of this Chapter. The performance and payment bond shall be in place for a period ending not more than one year after the date of completion. A project specific performance bond shall not be required in the event that the franchisee has in place a blanket performance bond and, when required, a payment bond, maintained pursuant to the requirements of this franchise. A performance and payment bond for work in the road right-of-way will not be required of the United States Government or any of its agencies or of any municipal corporation or department of the state of Washington and its local subdivisions. C. Limitation of Liability. To the fullest extent permitted by law,the Franchisee shall, and shall cause its contractor(s) to release, indemnify, defend and hold harmless the county and the county's legal representatives, officer(elected or), appointed) employees and agents (collectively, "indemnitees") for, from and against any and all claims, liabilities, fines,penalties, cost, damages, losses, liens, causes of action, suits, demands, judgments and expenses (including, without limitations, court costs, attorneys' fees and costs of investigation, removal and remediation and governmental oversight costs),Environmental or otherwise(collectively"liabilities")of any nature, kind, or description, of any person or entity, directly or indirectly, arising out of,resulting from, or related to (in whole or in part): 1. this franchise; 2. any rights or interests granted pursuant to this franchise; 3. franchisee's occupation and use of the road right of way; 4. franchisee's operation of its utility facilities; 12 5. the presence of utility facilities within the right of way; 6. the environmental condition and status of the road right-of-way caused by, aggravated by, or contributed to, in whole or in part,by franchisee or its agents; or 7. The acts, errors, or omissions of third parties when arising out of the installation, construction,adjustment,relocation,replacement,removal,or maintenance of such third party utility facilities within the road rights-of-way when such work is performed under authority of the operator's utility permit or at the direction or under the control of the operator; or 8. any act or omission of franchisee or franchisee's agents; The only liabilities,with respect to which franchisee's obligation to indemnify the indemnitees do not apply are liabilities to the extent arising out of, caused by or resulting from the negligence of the county, its officers, agents, employees or contractors and liabilities that by law the indemnities cannon be indemnified for. Upon written notice from the county,franchisee agrees to assume the defense of any lawsuit or other proceeding brought against any indemnitee by any entity, relating to any matter covered by this franchise for which franchisee has an obligation to assume liability for and/or save and hold harmless any indemnitee. Franchisee shall pay all cost incident to such defense, including,but not limited to, attorneys' fees,investigators' fees,litigation and appeal expenses,settlement payments and amounts paid in satisfaction of judgments. Franchisee will fully satisfy said judgment within ninety(90)days after said suit or action shall have finally been determined if determined adversely to Mason County. Upon the Franchisee's failure to satisfy said judgment within the ninety (90) day period, this franchise shall at once cease and terminate. Acceptance by the County of any Work performed by the Franchisee at the time of completion shall not be grounds for avoidance of this covenant. XII. FRANCHISE NONEXCLUSIVE This franchise shall not be deemed to be an exclusive franchise. It shall in no manner prohibit the County of Mason from granting other utilities under,along,across,over and upon any of the County roads,rights-of-way or other County property subject to this franchise and shall in no way prevent or prohibit the County of Mason from constructing, altering, maintaining or using any of said roads, rights-of-way, drainage structures or facilities,irrigation structures or facilities,or any other county property or affect its jurisdiction over them or any part of them with full power to make all necessary changes, relocations, repairs, maintenance, etc., the same as the county may deem fit. XIII. SUCCESSORS AND ASSIGNS All the provisions,conditions,regulations and requirements herein contained shall be binding upon 13 the successors and assigns of the Franchisee,and all privileges,as well as all obligations and liability of the-Franchisee, shall ensure to its successors and assigns equally as if they were specifically mentioned wherever the Franchisee is mentioned. Any reference in this franchise to a specifically .named party shall be deemed to apply to any successor,heir, administrator, executor or assign of such party who has acquired.its interest in compliance with the terms of this franchise,or under law. XIV. TRANSFER/ASSIGNMENT Franchisee may assign or transfer this franchise after prior written notice to County of Mason and assignee's written commitment,.in d form'and content approved by the County Prosecutor,delivered to County of Mason,that assignees shall thereafter be responsible for all obligations of Franchisee with respect to the franchise and guaranteeing performance under the terms and conditions of the franchise and that transferee will be bound by all the conditions of the franchise and will assume all the obligations.of its predecessor. Such an assignment shall relieve the Franchisee of any further obligations under the..franchise; including any obligations not fulfilled by Franchisee's assignee; provided that,the assignment shall not in any respect relieve the Franchisee,or any of its successors in interest,of responsibility for acts or omissions,known or unknown,or the consequences thereof, which acts or omissions occur prior to the time of the assignment. No franchise or master road use permit may be assigned or transferred without filing or establishing with the county the insurance certificates and performance bond as required pursuant to this franchise. XV. ANNEXATION Whenever any of the County roads, rights-of-way or other county property as designated in this franchise,by reason of the subsequent incorporation of any town or city,or extension of the limits of any town or city, shall fall within the city or town limits and shall by operation of law or otherwise terminate in respect to the said roads,rights-of-way or other county property so included with city or town limits; this franchise shall continue in force and effect to all county roads, rights-of-way or other county property not so included in city or town limits. XVI. REVOCATION/REMEDIES A. Revocation. In addition the right to revoke this franchise as set forth in Title 12 of the Mason County Code, if the Franchisee shall willfully violate, or fail to comply with any of the provisions of this franchise through willful or unreasonable neglect or fail to heed or comply with any notice given the Franchisee under the provision of this grant, then Franchisee shall forfeit all rights conferred hereunder and this franchise may be revoked or annulled, after a public hearing by the Board of County Commissioners. The Franchisee shall not be relieved of any of its obligations to comply promptly with any provision of this franchise by reason of any failure of the County to enforce prompt compliance,and the County's failure to enforce shall not constitute a waiver of rights or acquiescence in the Licensee's conduct. Subject to the required consent, adjudication, permission or authorization of a federal or state 14 regulatory agency with jurisdiction over the subject matter, upon revocation of the franchise, the County may require the Franchisee to remove its utility facilities from any road rights-of-way, and restore such road right-of-way to its same or better condition as existed just prior to such removal,or de-commission and abandon such utility facilities in place in whole or in part and in a manner approved by the County Board of Commissioners. If the Franchisee fails to remove utility facilities that the County requires it to remove,the County may perform the work and collect the cost thereof from the Franchisee. The actual cost thereof,including direct and indirect administrative costs,shall be a lien upon all utility facilities of the Franchisee within the franchise Area effective upon filing of the lien with the Mason County Auditor. B. Remedies. The County has the right to exercise any and all of the following remedies, singly or in combination,in the event of Default. "Default"shall mean any failure of Franchisee or its agents to keep,observe, or,perform any of Franchisee's or its agent's duties or obligations under this franchise: 1. Damages. Franchisee shall be liable for any and all damages incurred by County. 2. Specific Performance. County shall be entitled to specific performance of each and every obligation of Franchisee under this franchise without any requirement to prove or establish that County does not have an adequate remedy at law. Franchisee hereby waives the requirement of any such proof and acknowledges that County would not have an adequate remedy at law for Franchisee's commission of an Event of Default hereunder. 3. Injunction. County shall be entitled to restrain, by injunction, the actual or threatened commission or attempt of an Event of Default and to obtain a judgment or order specifically prohibiting a violation or breach of this Agreement without, in either case, being required to prove or establish that County does not have an adequate remedy at law. Franchisee hereby waives the requirement of any such proof and acknowledges that County would not have an adequate remedy at law for Franchisee's commission of an Event of Default hereunder. 4. Alternative Remedies. Neither the existence of other remedies identified in this franchise nor the exercise thereof shall be deemed to bar or otherwise limit the right of the County to commence an action for equitable or other relief, and/or proceed against Franchisee and any guarantor for all direct monetary damages, costs and expenses arising from the Default and to recover all such damages, costs and expenses, including reasonable attorneys' fees. Remedies are cumulative; the exercise of one shall not foreclose the exercise of others. XVII. SUBSEQUENT ACTION In the event that after this franchise becomes effective, (a) there is a change in the law which broadens the authority of the County of Mason or the Franchisee with respect to any act permitted or authorized under this franchise; or (b) the County of Mason or the Franchisee believe that amendments to this franchise are necessary or appropriate, then the County of Mason and the 15 Franchisee agree to enter into good faith negotiations to amend this franchise so as to enable the Parties to address, in a manner reasonably acceptable to all Parties, such change or other development which formed the basis for the negotiations. The Parties recognize that the purpose of the negotiations would be to preserve, to the maximum extent consistent with law, the scope and purpose of this franchise. Mason County reserves for itself the right at any time upon ninety (90) days written notice to the Franchisee, to so change, amend, modify or amplify any of the provisions or conditions herein enumerated to conform to any state statute or county regulation,relating to the public welfare,health, safety or highway regulation,as may hereafter be enacted,adopted or promulgated and this franchise may be terminated at such time a public hearing is held by the Board of County Commissioners,and the Franchisee's utility facilities are found not to be operated or maintained in accordance with such statute or regulation. XVIII. ACCEPTANCE Franchisee shall execute and return to the County of Mason a signed acceptance of the franchise granted hereunder. The acceptance shall be in the form of the acceptance attached hereto as Exhibit "A", and in accepting the franchise, Franchisee warrants that it has carefully read the terms and conditions of this franchise and accepts all of the terms and conditions of this franchise and agrees to abide by the same and acknowledges that it has relied upon its own investigation of all relevant facts, that it has had the assistance of counsel, that it was not induced to accept a franchise, that this franchise represents the entire agreement between the Franchisee and the County of Mason. In the event the Franchisee fails to submit the countersigned ordinance and acceptance as provided for herein within the time limits set forth in this section, the grant herein is and shall become null and void. XIX. MISCELLANEOUS PROVISIONS A. Controlling Law/Venue. Any disputes concerning the application or interpretation of any of the provisions of this franchise shall be governed by the laws of the State of Washington. Venue of any action or arbitration brought under this franchise shall be in Mason County,Washington or the Western District of Washington if an action is brought in federal court, provided, however, that venue of such action is legally proper. B. Liens. Franchisee shall promptly pay and discharge any and all liens arising out of any Work done, suffered or permitted to be done by Franchisee on any Franchise Area. C. Waiver. No waiver by either party of any provision of this franchise shall in any way impair the right of such party to enforce that provision for any subsequent breach, or County of Mason's right to enforce all other provisions of this franchise. D. Attorney's Fees. If any action at law or in equity is necessary to enforce or interpret the 16 terms of this franchise, the substantially prevailing Party or Parties shall be entitled to reasonable attorney's fees,costs and necessary disbursements in addition to any other relief to which such Party or Parties may be entitled. E. Amendment. This franchise may be amended only by a written contract signed by authorized representatives of Franchisee and County of Mason. F. Severability. If any provision of this franchise is held to be illegal, invalid or unenforceable under present or future laws,such provision will be fully severable and this franchise will be construed and enforced as if such illegal, invalid or unenforceable provision is not a part hereof,and the remaining provisions hereof will remain in full force and effect. In lieu of any illegal, invalid or unenforceable provision herein, there will be added automatically as a part of this franchise; a provision as similar in its terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable. G:., Joint ,and Several:Liability. 1. Franchisee acknowledges that, in any case in which Franchisee and Franchisee's Contractors,are responsible under the terms of this franchise, such responsibility is joint'and several as between Franchisee and any such Franchisee's Contractors; provided that,the Franchisee is not prohibited from allocating such liability as a matter of contract. H. Notices. Any notice contemplated, required, or permitted to be given under this franchise shall be sufficient if it is in writing and is sent either by: (a)registered or certified mail, return receipt requested;or(b)a nationally recognized overnight mail delivery service,to the Party and at the address specified below, except as such Party and address may be changed by providing notice to the other Party no less than thirty (30) days' advance written notice of such change in address. Franchisee: Cherokee Strip HOA and Water Company PO Box 2532 Belfair, WA 98528 Attn: Richard Hurley Grantor: County of Mason Public Works 100 Public Works Drive Shelton,WA 98584 I. Approvals. Nothing in this franchise shall be deemed to impose any duty or obligation upon the County of Mason to determine the adequacy or sufficiency of Franchisee's plans and specifications or to ascertain whether Franchisee's proposed or actual construction, testing, maintenance,repairs,replacement,relocation,adjustment or removal is adequate or sufficient or in conformance with the plans and specifications reviewed by the County of Mason. No approval given,inspection made,review or supervision performed by the County of Mason pursuant to this 17 franchise shall constitute or be construed as a representation or warranty express or implied by County of Mason that such item approved, inspected, or supervised, complies with laws, rules regulations or ordinances or this franchise or meets any particular standard,code or requirement,or is in conformance with the plans and specifications,and no liability shall attach with respect thereto. County and inspections as provided herein, are for the sole purpose of protecting the County of Mason's rights as the owner or manager of the road rights-of-way and shall not constitute any representation or warranty,express or implied,as to the adequacy of the design,construction,repair, or maintenance of the utility facilities, suitability of the Franchise Area for construction, maintenance,or repair of the utility facilities,or any obligation on the part of the County of Mason to insure that work or materials,are in compliance with any requirements imposed by a governmental entity. County of Mason is under no obligation or duty to supervise the design, construction, installation, relocation, adjustment, realignment, maintenance, repair, or operation of the utility facilities. J. Force Majeure. Neither'Party.,hereto shall be liable to the other Party for any failure to perform an obligation set forth herein to the extent such failure is caused by war,act of terrorism or an act of God, provided that such,Party has made and is making all reasonable efforts to perform such obligation and minimize any and all resulting loss or damage. K. Construction. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine or neuter,singular or plural,as the identity of the Party or Parties may require. The provisions of this franchise shall be construed as a whole according to their common meaning, except where specifically defined herein,not strictly for or against any party and consistent with the provisions contained herein in order to achieve the objectives and purposes of this franchise. L. Incorporation by Reference. All exhibits annexed hereto at the time of execution of this franchise or in the future as contemplated herein, are hereby incorporated by reference as though fully set forth herein. M. Calculation of Time. All periods of time referred to herein shall include Saturdays, Sundays,and legal holidays in the State of Washington,except that if the last day of any period falls on any Saturday,Sunday,or legal holiday in the State of Washington,the period shall be extended to include the next day which is not a Saturday, Sunday, or legal holiday in the State of Washington. N. Entire Agreement. This franchise is the full and complete agreement of County of Mason and Franchisee with respect to all matters covered herein and all matters related to the use of the Franchise Area by Franchisee and Franchisee's Contractors,and this franchise supersedes any and all other agreements of the Parties hereto with respect to all such matters,including,without limitation, all agreements evidencing the franchise. O. No Recourse. Without limiting such immunities as the County or other persons may have under applicable law,Franchisee shall have no monetary recourse whatsoever against the County or its officials, boards, commissions, agents, or employees for any loss or damage arising out of the 18 County's exercising its authority pursuant to this Franchise or other applicable law. P. Responsibility for Costs. Except as expressly provided otherwise,any act that Franchisee is required to perform under this franchise shall be performed at its cost. If Franchisee fails to perform work that.it is required to perform within the time provided for performance,the County may perform the work and bill the Franchisee. The Franchisee shall pay the amounts billed within 30 days. Q. Work of Contractors and Subcontractors. Work by contractors and subcontractors is subject to the same restrictions, limitations, and conditions as if the work was performed by the Franchisee. The Franchisee shall be.responsible for all work performed by its contractors and subcontractors,and others performing work on its behalf,under its control,or under authority of its utility permit,as if the work were performed by it and shall ensure that all such work is performed in compliance with this franchise; Title 12 MCC, the Manual and other applicable law, and shall be jointly and severally liable for all damages and correcting all damage caused by them. It is the Franchisee's,responsibility to ensure that contractors, subcontractors,or other Persons performing work on the Franchisee's behalf are familiar with the requirements of the franchise,Title 12 MCC, the.Manual, and other applicable laws governing the work performed by them. R. Survival of Terms. Upon the expiration, termination, revocation or forfeiture of the franchise,the Franchisee shall no longer have the right to occupy the franchise area for the purpose of providing services authorized herein. However,the Franchisee's obligations under this franchise to the County shall survive the expiration, termination, revocation or forfeiture of these rights according to its terms for so long as the Franchisee's utility facilities shall remain in whole or in part in the road rights of way. By way of illustration and not limitation, Franchisee's obligations to indemnify, defend and hold harmless the County, provide insurance and a performance/payment bond pursuant to Section XI and Franchisee's obligation to relocate its utility facilities pursuant to Section VIII, shall continue in effect as to the Franchisee, notwithstanding any expiration, termination, revocation or forfeiture of the franchise, except to the extent that a County-approved transfer, sale, or assignment of the utility system is completed, and another entity has assumed full and complete responsibility for the utility system or for the relevant acts or omissions. S. Warranties. By acceptance of this franchise, Franchisee warrants: 1. That Franchisee has full right and authority to enter into and perform this Franchise in accordance with the terms hereof, and by entering into or performing this Franchise, Franchisee is not in violation of its charter or by-laws,or any law,regulation,or agreement by which it is bound or to which it is subject; and 2. That the execution,delivery,and performance of this Franchise by Franchisee has been duly authorized by all requisite Board/Commission action, that the signatories for Franchisee of the acceptance hereof are authorized to sign this Franchise, and that the joinder or consent of any other party, including a court, trustee, or referee, is not necessary to make valid and effective the execution, delivery, and performance of this Franchise and acceptance. 19 DATED at Shelton, Washington this day of 20_. BOARD OF COMMISSIONERS APPROVED: MASON COUNTY, WASHINGTON County Engineer Chair Approve as to form: Vice Chair Chief D.P.A. Commissioner 20 Exhibit A ACCEPTANCE OF FRANCHISE Ordinance No. 115-06, effective November 14, 2006. - I, ✓l.c+n Oj ° 'u r- , am the OAJ "r!X�' f dal,k, , }7 di4 #L(a zj and am the authorized representative to accept the above-referenced franchise on behalf of I certify that this franchise and all terms and conditions thereof are accepted by ZtiPl7c� j�c. 1-loh � '�, , without qualification or reservation. DATED this 2 'day of , 20 FRANCHISEE By: G1 Its: J Tax Id. No. STATE OF Gil ) ss. COUNTY OF ) I certify that I know or have satisfactory evidence that R I MARD A. WR U I is the person who appeared before me,and said person acknowledged that he/she signed this instrument,on oath stated that he/she was authorized to execute the instrument and acknowledged it as the BOARD 'j>(;.i i D tu-I of the_c�4 M KW 14 OA A WA T Eft 60to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated: .2,.Jr, X19 d'Q �`#t Notary Pilblic Print Name AL,LC°AA M D1 DAA113A My commission expires , A i 'aL\ ; A EXHIBIT B Description of Franchise Area Plat of Cherokee Strip located in Government Lot 3, Section 1,TWP 22 N, R 2 W, W.M. N Cherokee Strip A NE BECK RD 0 C O = d Amy � CW U D K mp NE LYNNWOOD DR Z V O UA 2 22 j 2 O O 0 O 3 l = ui 2 B RECORDED AT THE REQUEST OF AND AFTER RECORDING RETURN TO: County of Mason 100 West Public Works Drive Shelton WA 98584 Attn: County Engineer Title: Cherokee Strip HOA & Water Company Franchise Agreement Grantor: COUNTY OF MASON, a legal subdivision of the state of Washington Grantee: Cherokee Strip HOA and Water Company Description of Franchise Area: SEE EXHIBIT B IN THE MATTER OF THE APPLICATION OF Kamilche Point Community Club FOR A FRANCHISE PERMIT TO CONSTRUCT, OPERATE, AND MAINTAIN Group A Community Municipal Water System ID#37590H) UTILITY FACILITIES, OVER, ALONG AND UNDER COUNTY ROADS AND HIGHWAYS LOCATED IN MASON COUNTY, WASHINGTON Application of(Name of Operator) Charles E. Buschbom, doing business in Washington as K.P.C.C. Water Distribution Mana eg r/Operator, with its principal offices located at 221 SE Wildcat Cove Road Shelton, WA 98584, by and through (person authorized to act for and on behalf of applicant) Charles E. Buschbom, K.P.C.C., for a franchise to construct, operate and maintain (description of type) WATER utility facilities in,over,along and under county roads and highways in Mason County,Washington,as set forth in attached Exhibit "B" (Franchise Area), having come on regularly for hearing before the County Commissioners of Mason County, Washington, on the - day of , 20 , at the hour of , under the provisions of RCW 36.55, RCW 80.32.010 and RCW 80.36.040, and it appearing to the Board that notice of said hearing has been duly given as required by law, and that it is in the public interest to allow the franchise herein granted; NOW THEREFORE, IT IS ORDERED that a non-exclusive franchise be, and the same is hereby given and granted to Operator, and its successors and assigns, hereinafter referred to as the Franchisee, for a period of 10, years with automatic renewal at the end of each term of 10 years unless either party gives the other written notice of termination at least 30 days prior to the end of the relevant term. (no more than ten years each term and can only be renewed 3 times) from and after the date of the entry of this order for the purposes, at the location(s), and upon the express terms and conditions as described herein. I. DEFINITIONS For the purposes of this franchise,terms,phrases,words,and their derivations not defined herein that are defined in Title 12 of the Mason County Code or the Manual on Accommodating Utilities in the Mason County Right-of-Way published by the County Engineer(the"Manual"),shall have the same meaning or be interpreted as provided in Title 12 of the Mason County Code or the Manual. Words not defined here, in Title 12 of the Mason County Code or the Manual shall have their ordinary meaning. A reference to Title 12 of the Mason County Code or the Manual refers to the same as may be amended, revised, updated, re-enacted or re-codified from time to time. II. GRANT The County of Mason hereby grants to the Franchisee a non-exclusive franchise which, once it becomes effective shall authorize the Franchisee to enter upon the road rights-of-way located 1 within the Franchise Area identified in attached Exhibit"B", for the purpose of installing, constructing, maintaining, repairing, replacing, adjusting, relocating and operating the.utility facilities, which grant shall be limited to the following described purpose(s): Constructing, operating and maintaining a community watersystem. Such grant is subject to and must be exercised in strict accordance with and subject to this franchise, Title 12 of the Mason County Code, the Manual and all applicable laws, rules, regulations and ordinances. Franchisee's exercise of any rights granted pursuant to the franchise is subject to the exercise of the County's police powers, and other regulatory powers as it may have or obtain in the future. No rights shall pass to the franchisee by implication. This franchise does not include permission to enter into or upon the road rights-of-way for any purposes others than the purposes expressly described herein. Permittee has a duty to notify the County of any change in use or condition of the utility facilities that may affect the status of the utility facilities or the impact of the utility facilities upon the road rights-of-way. III. UTILITY PERMIT REQUIRED Franchisee shall not commence or perform work(hereafter"Work") to install, construct, maintain repair, replace adjust, connect, disconnect, rebuild, or relocate its utility facilities within the road rights-of-way,without first applying for,paying all associated fees,and obtaining a utility permit as required pursuant to Title 12 of the Mason County Code. In any utility permit so issued,the County may impose,as a condition of the granting the utility permit,such conditions and regulations as may be necessary for the protection,preservation and management of the road rights-of-way,including, by way of example and not limitation, for the purpose of protecting any structures in the road rights-of-way, maintaining proper distance from other utilities, ensuring the proper restoration of such road rights-of-way and structures, and for the protection of the County and the public and the continuity of pedestrian and vehicular traffic. Franchisee shall first file with the County Engineer its application for a utility permit to do such Work together with plans and specifications in triplicate showing at a minimum: A. The position,depth and location of all such utility facilities sought to be constructed,laid, installed or erected at that time,showing their relative position to existing county roads,rights-of-way or other county property upon plans drawn to scale,hereinafter collectively referred to as the"map of definite location; B. The class and type of material and equipment to be used, manner of excavation, construction,installation,backfill,erection of temporary structures,erection of permanent structures, traffic control, traffic turnouts and road obstructions; C. The manner in which the utility facility is to be installed; D. Measures to be taken to preserve safe and free flow of traffic; 2 E. Structural integrity of the roadway,bridge, or other structure; F. Specifications for the restoration of the county road,right-of-way or other county property in the event that the road right of way will be disturbed by the Work; and G. Provision for ease of future road maintenance and appearance of the roadway. Provision shall be made for known or planned expansion of the utility facilities, particularly those located underground or attached to bridges or other structures within the road right-of-way. The location, alignment and depth of the utility facilities shall conform with said map of definite location, except in instances in which deviation may be allowed thereafter in writing by the County Engineer pursuant to application by Franchisee. All such Work shall be subject to the approval of and shall pass the inspection of the County Engineer.The Franchisee shall pay all costs of and expenses incurred in the examination,inspection and approval of such work on account of granting the said utility permits. IV. RESTORATION OF ROAD RIGHT OF WAY In any Work which disturbs or causes damage to the road rights-of-way subject to this franchise, public or private property, the Franchisee shall at its own expense and with all convenient speed, complete the work to repair and restore the county road right-of-way, or the public or private property so disturbed or damaged, and leave the same in as good or better condition as before the Work was commenced,to the reasonable satisfaction of the County Engineer. The Franchisee shall pay all costs of and expenses incurred in the examination, inspection and approval of such restoration or repair. The County Commissioners and/or County Engineer may at any time do,order or have done any and all work that they consider necessary to restore to a safe condition such County road right-of-way or other County property left by the Franchisee or its agents in a condition dangerous to life or property, and the Franchisee, upon demand, shall pay to the County all costs of such work. V. FRANCHISEE WORK IN RIGHT OF WAY Franchisee expressly agrees and understands that,with regard to Work within the road rights-of-way: A. All of Franchisee's utility facilities and Work within the road rights-of-way or other County property shall be in compliance with the provisions of Title 12 MCC, the Manual, the administrative regulations adopted by the County Engineer,other County established requirements for placement of utility facilities in road rights-of-way, including the specific location of utility facilities in the road rights-of-way, and all applicable laws, rules, regulations and ordinances; B. In preparing plans and specifications for Work of utility facilities in the road rights-of- 3 way the Franchisee shall use the Manual. Prior to commencement of work in the road rights-of-way, Franchisee shall submit such plans and specifications to the Mason County Engineer for review and approval together with adequate exhibits depicting existing or proposed location of the utility facility in relation to the road, including right-of-way or easement lines; relationship to currently planned road revisions,if applicable; and all locations and situations for which deviations in depth of cover (including the proposed method of protection) or other locational standards that are anticipated; C. All Work to utility facilities located within the road rights-of-way or other county property subject to this franchise shall be done in such a manner as not to interfere, other than in ways approved by the County, with the construction, operation and maintenance of other utilities, public or private, drains, drainage ditches and structures, irrigation ditches and structures, located therein,nor with the grading or improvements of such County roads,rights-of-way or other County property; D. The owners and operators of all utility facilities (public or private) installed in the Franchise Area or other county property prior in time to the utility facilities of the Franchisee, shall have preference as to the alignment and location of such utilities so installed with respect to the Franchisee. Such preference shall continue in the event of the necessity of relocating or changing the grade of any such county road or right-of-way; E. Franchisee shall perform the Work and operate its utility facilities in a manner that minimizes interference with the use of the road rights-of-way by others,including others that maybe installing utility facilities; and F. The County may require that Franchisee's utility facilities be installed at a particular time, at a specific place,or in a particular manner as a condition of access to a particular road right-of-way; may deny access if a Franchisee is not willing to comply with the County's requirements; and may remove, or require removal of, any utility facility that is not installed in compliance with the requirements established by the County, or which is installed without prior County approval of the time, place, or manner of installation and charge the Franchisee for all the costs associated with removal; and may require Franchisee to cooperate with others to minimize adverse impacts on the road rights-of-way through joint trenching and other arrangements. G. The County may inspect the utility facilities at any time reasonable under the circumstances to ensure compliance with this franchise and applicable law,including to ensure that the utility facilities are constructed and maintained in a safe condition. If an unsafe condition is found to exist,the County,in addition to taking any other action permitted under applicable law,may order the Franchisee, in writing, to make the necessary repairs and alterations specified therein forthwith to correct the unsafe condition on a time-table established by the County which is reasonable in light of the unsafe condition. The County has the right to correct,inspect,administer, and repair the unsafe condition if the Franchisee fails to do so, and to charge the Franchisee therefore. The right of the County to conduct such inspections and order or make repairs shall not be construed to create an obligation therefore, and such obligation to construct and maintain its utility 4 facilities in a safe condition shall at all times remain the sole obligation of the Franchisee. H. When required by the County,Franchisee shall make information available to the public regarding any work involving the ongoing installation,construction,adjustment,relocation,repair or maintenance of its utility facilities sufficient to show (1)the nature of the work being performed; (2)where it is being performed; (3) its estimated completion date; and (4)progress to completion. I. FRANCHISEE IS PLACED ON NOTICE THAT FIBER OPTIC,COMMUNICATIONS, POWER, CONTROL SYSTEMS, OTHER TYPES OF CABLES, AND PIPELINES MAY BE BURIED ON THE RIGHT OF WAY. Before beginning any underground work, Franchisee will contact the appropriate personnel to have such facilities located and make arrangements as to protective measures that must be adhered to prior to the commencement of any work within the Road rights-of-way. In addition to the liability terms elsewhere in this Agreement, Franchisee shall indemnify and hold the County and its elected and appointed officers, employees and agents harmless against and from all cost,liability,and expense whatsoever(including,without limitation, attorney's fees and court costs and expenses)arising out of or in any way contributed to by any act or omission of Franchisee, its contractor, agents and/or employees, that cause or in any way or degree contribute to (1) any damage to or destruction of any such facilities by Franchisee, and/or its contractor, agents and/or employees, on the County's property, (2) any injury to or death of any person employed by or on behalf of any entity,and/or its contractor,agents and/or employees,on the road rights-of-way, and/or(3) any claim or cause of action for alleged loss of profits or revenue, or loss of service, by a customer or user of services or products of such company(ies) (collectively "Liabilities" for purposes of this Section V.I). The only Liabilities with respect to which Franchisee's obligation to indemnify the County and its elected and appointed officers, employees and agents does not apply are Liabilities to the extent arising out of, caused by or resulting from the negligence of the County, and its elected and appointed officers, employees and agents and Liabilities that by law the County and its elected and appointed officers, employees and agents for which the County cannot be indemnified. J. Franchisee shall continuously be a member of the State of Washington one number locator service under RCW 19.122, or an approved equivalent, and shall comply with all such applicable rules and regulations. K. Except in the event of emergency as described below,Franchisee and its Agents may not enter upon the Franchise Area to perform work for which a utility permit is not required,unless and except upon two-business days notice to the County Engineer. L. In the event of an emergency involving the threat of imminent harm to persons or property,and for purposes of taking immediate corrective action,Franchisee and its agents may enter the Franchise Area without advance notice to the County as long as such entry is for the sole purpose of addressing the emergency; provided however, that if any entry for such purposes would require issuance of a utility permit,Franchisee shall give the County verbal or telephonic notice of the places where and the manner in which entry is required prior to such entry,promptly followed by written notice. In all cases,notice to the County shall be given as far in advance as practical prior to entry or as soon as practicable after entry upon the road right-of-Way. 5 M. Franchisee shall promptly reimburse the County for their reasonable and direct costs incurred in responding to an emergency that is caused, created by or attributable to the presence, construction,maintenance,repair,or operation of the Franchisees utility facilities in the road rights- of-way. N. If,during installation,construction,relocation,realignment,adjustment,maintenance,or repair of the Franchisee's utility facilities in the road rights-of-way,Franchisee or its agents discover scientific or historic artifacts,Franchisee shall immediately notify the County of said discovery and shall protect such artifacts in a manner as specified by the County. Any such artifact shall be the property of the County if the County wishes to own it. VI. PROTECTION OF PUBLIC All work done under this franchise shall be done in a thorough and workman-like manner. In the performance of Work within or near the road rights-of-way, including without limitation, the opening of trenches and the tunneling under county roads,rights-of way or other county property,the Franchisee shall leave such trenches, ditches and tunnels in such a way as to interfere as little as possible with public travel and shall take all due and necessary precautions to guard the same,so that damage or injury shall not occur or arise by reason of such Work; and where any of such trenches, ditches and tunnels are left open at night, the Franchisee shall place warning lights,barricades and other appropriate protective devices at such a position as to give adequate warning of such Work. The Franchisee shall be liable for any injury to person or persons or damage to property sustained arising out of its carelessness or neglect, or through any failure or neglect to properly guard or give warning of any trenches, ditches or tunnels dug or maintained by the Franchisee. VII. POLICE POWERS The County of Mason,in granting this franchise,does not waive any rights which it now has or may hereafter acquire with respect to county roads, rights-of-way or other county property and this franchise shall not be construed to deprive the county of any powers, rights or privileges which it now has or may hereafter acquire to regulate the use of and to control the county roads,rights-of-way and other county property covered by this franchise. The County retains the right to administer and regulate activities of the Franchisee up to the fullest extent of the law. The failure to reserve a particular right to regulate, or reference a particular regulation, shall not be interpreted by negative implication or otherwise to prevent the application of a regulation to the Franchisee. VIII. RELOCATION Franchisee shall, in the course of any Work , comply with the following requirements: A. The Franchisee shall, by a time specified by the County, protect, support, temporarily disconnect,relocate, or remove any of its utility facilities when required by the County by reason of traffic conditions;public safety;road right-of-way construction;road right-of-way repair(including 6 resurfacing or widening);change of road right-of-way grade;construction,installation,or repair of County-owned sewers,drains,water pipes,power lines,signal lines,tracks,communications system, other public work, public facility, or improvement of any government-owned utility; road right-of-way vacation;or for any other purpose where the County work involved would be aided by the removal or relocation of the utility facilities. Collectively,such matters are referred to below as the"public work." Franchisee acknowledges and understands that any delay by Franchisee in performing the herein described work may delay, hinder, or interfere with the work performed by the County and its contractors and subcontractors done in furtherance of such Public Work and result in damage to the County,including but not limited to,delay claims. Franchisee shall cooperate with the County and its contractors and subcontractors to coordinate such Franchisee work to accommodate the Public Work project and project schedules to avoid delay, hindrance of, or interference with the Public Work. The County of Mason shall make available to the Franchisee a copy of the Six Year Transportation Program and the County's annual construction program after adoption each year. It is anticipated these programs will aid the utility in planning construction programs. B. Franchisee has a duty to protect its utility facilities from work performed by the County within the road rights-of-way. The rights granted to the Franchisee herein do not preclude the County of Mason, its employees, contractors, subcontractors, and agents from blasting, grading, excavating, or doing other necessary road work contiguous to Franchisee's utility facilities; providing that, the Franchisee shall be given a minimum of forty-eight (48) hours notice of said blasting or other work in order that the Franchisee may protect its utility facilities. C. In the event of an emergency,or where the utility facility creates or is contributing to an imminent danger to health, safety, or property, the County may protect, support, temporarily disconnect,remove,or relocate any or all parts of the utility facility without prior notice,and charge the Franchisee for costs incurred. D. If any Person that is authorized to place facilities in the road right of way requests the Franchisee to protect, support,temporarily disconnect,remove, or relocate the Franchisee's utility facilities to accommodate the construction,operation,or repair of the facilities of such other person, the Franchisee shall,after 30 days'advance written notice,take action to effect the necessary changes requested;provided that,if such project is related to or competes with Franchisee's service,or if the effect of such changes would be to permanently deprive Franchisee of the beneficial enjoyment of this franchise for its intended purposes through interference with the operation of Franchisee's utility facilities or otherwise, Franchisee shall not be required to relocate its utility facilities. Unless the matter is governed by a valid contract or a state or federal law or regulation, or unless the Franchisee's utility facilities were not properly installed, the reasonable cost of the same shall be borne by the Person requesting the protection, support, temporary disconnection, removal, or relocation at no charge to the County, even if the County makes the request for such action. 7 E. The Franchisee shall, on the request of any person holding a valid permit issued by a governmental authority, temporarily raise or lower its wires to permit the moving of buildings or other objects. The expense of such temporary removal or raising or lowering of wires shall be paid by the person requesting the same. The County of Mason will accept liability for direct and actual damages to said Franchisee that are the result of the negligence of Mason County, its trustees, officers, employees, contractors, subcontractors or agents while performing County improvement or Public Works projects enumerated in the original franchise agreement under Section VIII,paragraph B. Direct and actual damages are specifically limited to physical damage to properly installed and located infrastructure of the Franchisee and the cost to repair such physical damage. Mason County retains the right to assert all applicable defenses in the event of a dispute including contributory negligence on the part of the Franchisee. Mason County shall in no way be liable for incidental damages claimed to arise from such actions. All Work to be performed by the Franchisee under this section shall pass the inspection of the County Engineer. The Franchisee shall pay all costs of and expenses incurred in the examination, inspection and approval of such work. IX. PRESERVATION OF MONUMENTS/MARKERS Before any work is performed under this franchise which may affect any existing monuments or markers of any nature relating to subdivisions,plats,roads and all other surveys,the Franchisee shall reference all such monuments and markers. The reference points shall be so located that they will not be disturbed during the Franchisee's operations under this franchise. The method of referencing these monuments or other points to be referenced shall be approved by the County Engineer. The replacement of all such monuments or markers disturbed during construction shall be made as expeditiously as conditions permit,and as directed by the County Engineer. The cost of monuments or other markers lost, destroyed, or disturbed, and the expense of replacement by approved monuments shall be borne by the Franchisee. A complete set of reference notes for monument and other ties shall be filed with the office of the Mason County Engineer. X. VACATION OF ROAD RIGHT-OF-WAY If at any time the County shall vacate any County road,right-of-way or other County property which is subject to rights granted by this franchise and said vacation shall be for the purpose of acquiring the fee or other property interest in said road, right-of-way or other county property for the use of Mason County,in either its proprietary or governmental capacity,then the Board of Mason County Commissioners may, at its option, and by giving thirty(30) days written notice to the Franchisee, terminate this franchise with reference to such county road,right-of-way or other county property so vacated, and the County of Mason shall not be liable for any damages or loss to the Franchisee by reason of such termination. It has been the practice of Mason County to reserve easements for 8 utilities at the time of road vacation,and will continue to be the practice until such time the Board of Mason County Commissioners direct a change of practice. XI. FINANCIAL SECURITY A. Insurance Except as otherwise provided herein,Franchisee shall maintain for itself and the County, throughout the entire period any part of Franchisee's utility facilities are located in the Franchise Area, adequate insurance to protect the Parties and their elected and appointed officers, agents, employees against all of County's and Franchisee's liability arising out of Franchisee's use and occupancy of the Franchise Area or any part thereof. This obligation shall require the Franchisee to maintain insurance at least in the following amounts: 1. COMMERCIAL GENERAL LIABILITY insurance to cover liability, bodily injury, and property damage. The Commercial General Liability insurance shall be written on an occurrence basis, with an aggregate limit location endorsement for the Franchise Area, and shall provide coverage for any and all costs, including defense costs, and losses and damages resulting from personal injury, bodily injury and death, property damage, products liability and completed operations. Such insurance shall include blanket contractual coverage, including coverage for the Franchise as now or hereafter amended and specific coverage for the indemnity provisions set forth herein. Coverage must be written with the following limits of liability: Bodily and Personal Injury& Property Damage $ 1,000,000 per Occurrence $ 2,000,000 aggregate 2 WORKERS' COMPENSATION insurance shall be maintained to comply with statutory limits for all employees,and in the case any work is sublet,the Franchisee shall require its contractors and subcontractors similarly to provide workers' compensation insurance for all the employees. The Franchisee shall also maintain, during the life of this policy, employer's liability insurance;provided that this obligation shall not apply to any time period during which Franchisee has no employees. The following minimum limits must be maintained: Workers' Compensation Statutory Employer's Liability $ 1,000,000 each occurrence 3.COMPREHENSIVE AUTO LIABILITY insurance shall include owned,hired,and non-owned vehicles operated by Franchisee employees on an occurrence basis with coverage of at least $2,000,000 per occurrence. If the Franchisee, its contractors, or subcontractors do not have the required insurance, the County may require such entities to stop operations until the insurance is obtained and approved. Certificates of Insurance reflecting evidence of the required insurance and approved by the County's 9 Risk Manager for the GENERAL LIABILITY policies described above,shall be sent to the County's risk manager. The certificate shall be filed with the acceptance of the franchise, and annually thereafter, and as provided below. All coverage shall be listed all on one certificate with the same expiration dates. The certificates shall contain a provision that coverages afforded under these policies will not be canceled until at least 30 days'prior written notice has been given to the County. In the event that the insurance certificate provided indicates that the insurance shall terminate or lapse during the period of the franchise, then, in that event, the Franchisee shall furnish, at least 30 days prior to the expiration of the date of such insurance,a renewed certificate of insurance as proof that equal and like coverage has been or will be obtained prior to any such lapse or termination during the balance of the period of the franchise. The County reserves the right, during the term of the franchise, to require any other insurance coverage or adjust the policy limits as it deems reasonably necessary utilizing sound risk management practices and principals based upon the loss exposures. Each insurance policy required pursuant to this franchise shall be primary and non-contributing as respects any coverage maintained by the County and shall include an endorsement reflecting the same. Any other coverage maintained by County shall be excess of this coverage herein defined as primary and shall not contribute with it. The certificate of insurance must reflect that the above wording is included in all such policies. Each insurance policy obtained pursuant to this franchise shall be issued by financially sound insurers who may lawfully do business in the State of Washington with a financial rating at all times during coverage of no less than rating of"A" and a class of"X" or better in the latest edition of "Best's Key Rating Guide"published by A.M.Best Company,or such other financial rating or rating guide approved in writing by the County's risk manager. In the event that at any time during coverage,the insurer does not meet the foregoing standards,Franchisee shall give prompt notice to the County and shall seek coverage from an insurer that meets the foregoing standards. The County reserves the right to change the rating or the rating guide depending upon the changed risks or availability of other suitable and reliable rating guides. Comprehensive general liability insurance policies and coverage obtained pursuant to this franchise shall include an endorsement (standard ISO form CG 24-17) deleting all exclusions for work or incidents occurring within any distance from a railroad track or railroad property, or on, over, or under a railroad track. Insurance policies required pursuant to this franchise shall have no non-standard exclusions unless approved of by the County Risk Manager or designee. Commercial general liability insurance policies obtained pursuant to this franchise shall name the 10 County as an additional insured without limitation,pursuant to an endorsement approved of by the County's Risk Manager or designee. Franchisee and Franchisee's Contractors' insurers, through policy endorsement, shall waive their rights of subrogation against the County for all claims and suits. The certificate of insurance must reflect this waiver of subrogation rights endorsement. Commercial General Liability Insurance policies and coverage required herein of public utility operators may include a reasonable deductible or self-insured retention;provided,however,that as to any Loss or Damage covered as provided herein, if Franchisee elects to include any deductible or self-insured retention,Franchisee shall itself directly cover,in lieu of insurance,any and all County liabilities that would otherwise in accordance with the provisions of this Franchise be covered by Franchisee's insurance if Franchisee elected not to include a deductible or self-insured retention. Such direct coverage by Franchisee shall be in an amount equal to the amount of Franchisee's actual deductible or self-insured retention. Franchisee shall be required to provide a certification of self- insurance retention to the county in a form and content acceptable to the county engineer. B. Performance/Payment Bond. At the same time Franchisee provides its acceptance of this Franchise, the Franchisee shall, if required by the County Engineer, provide a performance and payment bond to ensure the full and faithful performance of all of its responsibilities under this franchise and applicable rules,regulations and ordinances, including, by way of example, but not limited to,its obligations to relocate and remove its utility facilities,to restore the road rights-of-way and other property when damaged or disturbed, and to reimburse the County for its costs. The amount of the performance and payment bond shall be for ZERO ($9). The amount of the bond,or cash deposit as described below,may be adjusted by the County every five years from the date of execution of this franchise,to take into account cumulative inflation or increased risks to the County. The Franchisee may be required to obtain additional bonds in accordance with the County's ordinary practices. The bond shall be in a form with terms and conditions acceptable to the County and reviewed and approved by the County Engineer. The bond shall be with a surety with a rating no less than "A X" in the latest edition of"Bests Key Rating Guide,"published by A.M. Best Guide. The Franchisee shall pay all premiums or costs associated with maintaining the bond,and shall keep the same in full force and effect at all times.If Franchisee fails to provide or maintain the bond,then the County,in its sole discretion,may require Franchisee to substitute an equivalent cash deposit as described below in lieu of the bond. Franchisee, may at its election or upon order by the County, substitute an equivalent cash deposit instead of a performance and payment bond. This cash deposit shall ensure the full and faithful performance of all of Franchisee's responsibilities hereto under this Permit and all applicable laws, rules, regulations or ordinances. This includes, but is not limited to, its obligations to relocate or remove its facilities, restore the road rights-of-way and other property to their original condition, reimbursing the County for its costs, and keeping Franchisee's insurance in full force. The County shall notify Franchisee in writing, by certified mail, of any default and shall give 11 Franchisee thirty(30)days from the date of such notice to cure any such default. In the event that the Franchisee fails to cure such default to the satisfaction of the County,the County may,at its option, forfeit the entire amount of the cash deposit or draw upon the cash deposit up to the amount of the County's costs incurred to cure Franchisee's default. Upon the County's cure of Franchisee's default, the County shall notify Franchisee in writing of such cure. In the event that the County draws upon the cash deposit or forfeits the same, Franchisee shall thereupon replenish the cash deposit to the full amount as specified herein or provide a replacement performance and payment bond. Before any Work commences in the road right-of-way,the County Engineer may require the operator to provide a performance and payment bond for each separate project in an amount to be determined by the County Engineer, but not less than five hundred dollars, written by a surety company acceptable to the County Risk Manager and authorized to do business in the state of Washington. The purpose of the bond is to insure completion of construction, including the restoration of surfacing, slopes,slope treatment,topsoil,landscape treatment,and drainage facilities,and cleanup of rights-of-way, and payment of costs incurred by the County to enforce the requirements of this Chapter. The performance and payment bond shall be in place for a period ending not more than one year after the date of completion. A project specific performance bond shall not be required in the event that the franchisee has in place a blanket performance bond and, when required, a payment bond, maintained pursuant to the requirements of this franchise. A performance and payment bond for work in the road right-of-way will not be required of the United States Government or any of its agencies or of any municipal corporation or department of the state of Washington and its local subdivisions. C. Limitation of Liability. To the fullest extent permitted by law,the Franchisee shall,and shall cause its contractor(s) to release, indemnify, defend and hold harmless the county and the county's legal representatives, officer(elected or), appointed) employees and agents(collectively, "indemnitees") for, from and against any and all claims, liabilities, fines,penalties, cost, damages, losses, liens, causes of action, suits, demands, judgments and expenses (including, without limitations, court costs, attorneys' fees and costs of investigation, removal and remediation and governmental oversight costs),Environmental or otherwise(collectively"liabilities")of any nature, kind, or description, of any person or entity, directly or indirectly, arising out of,resulting from, or related to (in whole or in part): 1. this franchise; 2. any rights or interests granted pursuant to this franchise; 3. franchisee's occupation and use of the road right of way; 12 4. franchisee's operation of its utility facilities; 5. the presence of utility facilities within the right of way; 6. the environmental condition and status of the road right-of-way caused by, aggravated by, or contributed to, in whole or in part,by franchisee or its agents; or 7. The acts, errors,or omissions of third parties when arising out of the installation, construction,adjustment,relocation,replacement,removal,or maintenance of such third party utility facilities within the road rights-of-way when such work is performed under authority of the operator's utility permit or at the direction or under the control of the operator; or 8. any act or omission of franchisee or franchisee's agents; The only liabilities with respect to which franchisee's obligation to indemnify the indemnitees do not apply are liabilities to the extent arising out of, caused by or resulting from the negligence of the county, its officers, agents, employees or contractors and liabilities that by law the indemnities cannon be indemnified for. Upon written notice from the county,franchisee agrees to assume the defense of any lawsuit or other proceeding brought against any indemnitee by any entity, relating to any matter covered by this franchise for which franchisee has an obligation to assume liability for and/or save and hold harmless any indemnitee. Franchisee shall pay all cost incident to such defense, including,but not limited to, attorneys' fees,investigators' fees,litigation and appeal expenses,settlement payments and amounts paid in satisfaction of judgments. Franchisee will fully satisfy said judgment within ninety(90)days after said suit or action shall have finally been determined if determined adversely to Mason County. Upon the Franchisee's failure to satisfy said judgment within the ninety (90) day period, this franchise shall at once cease and terminate. Acceptance by the County of any Work performed by the Franchisee at the time of completion shall not be grounds for avoidance of this covenant. XII. FRANCHISE NONEXCLUSIVE This franchise shall not be deemed to be an exclusive franchise. It shall in no manner prohibit the County of Mason from granting other utilities under,along,across,over and upon any of the County roads,rights-of-way or other County property subject to this franchise and shall in no way prevent or prohibit the County of Mason from constructing, altering, maintaining or using any of said roads, rights-of-way,drainage structures or facilities, irrigation structures or facilities,or any other county property or affect its jurisdiction over them or any part of them with full power to make all necessary changes, relocations, repairs,maintenance, etc., the same as the county may deem fit. 13 XIII. SUCCESSORS AND ASSIGNS All the provisions, conditions,regulations and requirements herein contained shall be binding upon the successors and assigns of the Franchisee,and all privileges,as well as all obligations and liability of the Franchisee, shall ensure to its successors and assigns equally as if they were specifically mentioned wherever the Franchisee is mentioned. Any reference in this franchise to a specifically named party shall be deemed to apply to any successor, heir, administrator, executor or assign of such party who has acquired its interest in compliance with the terms of this franchise,or under law. XIV. TRANSFER/ASSIGNMENT Franchisee may assign or transfer this franchise after prior written notice to County of Mason and assignee's written commitment,in a form and content approved by the County Prosecutor,delivered to County of Mason, that assignees shall thereafter be responsible for all obligations of Franchisee with respect to the franchise and guaranteeing performance under the terms and conditions of the franchise and that transferee will be bound by all the conditions of the franchise and will assume all the obligations of its predecessor. Such an assignment shall relieve the Franchisee of any further obligations under the franchise, including any obligations not fulfilled by Franchisee's assignee; provided that,the assignment shall not in any respect relieve the Franchisee,or any of its successors in interest, of responsibility for acts or omissions,known or unknown,or the consequences thereof, which acts or omissions occur prior to the time of the assignment. No franchise or master road use permit may be assigned or transferred without filing or establishing with the county the insurance certificates and performance bond as required pursuant to this franchise. XV. ANNEXATION Whenever any of the County roads, rights-of-way or other county property as designated in this franchise,by reason of the subsequent incorporation of any town or city,or extension of the limits of any town or city, shall fall within the city or town limits and shall by operation of law or otherwise terminate in respect to the said roads,rights-of-way or other county property so included with city or town limits; this franchise shall continue in force and effect to all county roads, rights-of-way or other county property not so included in city or town limits. XVI. REVOCATION/REMEDIES A. Revocation. In addition the right to revoke this franchise as set forth in Title 12 of the Mason County Code, if the Franchisee shall willfully violate, or fail to comply with any of the provisions of this franchise through willful or unreasonable neglect or fail to heed or comply with any notice given the Franchisee under the provision of this grant, then Franchisee shall forfeit all rights conferred hereunder and this franchise may be revoked or annulled, after a public hearing by the Board of County Commissioners. The Franchisee shall not be relieved of any of its obligations to comply promptly with any provision of this franchise by reason of any failure of the County to enforce prompt compliance,and the County's failure to enforce shall not constitute a waiver of rights 14 or acquiescence in the Licensee's conduct. Subject to the required consent, adjudication, permission or authorization of a federal or state regulatory agency with jurisdiction over the subject matter, upon revocation of the franchise, the County may require the Franchisee to remove its utility facilities from any road rights-of-way,and restore such road right-of-way to its same or better condition as existed just prior to such removal,or de-commission and abandon such utility facilities in place in whole or in part and in a manner approved by the County Board of Commissioners. If the Franchisee fails to remove utility facilities that the County requires it to remove,the County may perform the work and collect the cost thereof from the Franchisee. The actual cost thereof,including direct and indirect administrative costs,shall be a lien upon all utility facilities of the Franchisee within the franchise Area effective upon filing of the lien with the Mason County Auditor. B. Remedies. The County has the right to exercise any and all of the following remedies, singly or in combination,in the event of Default. "Default"shall mean any failure of Franchisee or its agents to keep,observe,or perform any of Franchisee's or its agent's duties or obligations under this franchise: 1. Damages. Franchisee shall be liable for any and all damages incurred by County. 2. Specific Performance. County shall be entitled to specific performance of each and every obligation of Franchisee under this franchise without any requirement to prove or establish that County does not have an adequate remedy at law. Franchisee hereby waives the requirement of any such proof and acknowledges that County would not have an adequate remedy at law for Franchisee's commission of an Event of Default hereunder. 3. Injunction. County shall be entitled to restrain, by injunction, the actual or threatened commission or attempt of an Event of Default and to obtain a judgment or order specifically prohibiting a violation or breach of this Agreement without, in either case, being required to prove or establish that County does not have an adequate remedy at law. Franchisee hereby waives the requirement of any such proof and acknowledges that County would not have an adequate remedy at law for Franchisee's commission of an Event of Default hereunder. 4. Alternative Remedies. Neither the existence of other remedies identified in this franchise nor the exercise thereof shall be deemed to bar or otherwise limit the right of the County to commence an action for equitable or other relief, and/or proceed against Franchisee and any guarantor for all direct monetary damages, costs and expenses arising from the Default and to recover all such damages, costs and expenses, including reasonable attorneys' fees. Remedies are cumulative; the exercise of one shall not foreclose the exercise of others. XVII. SUBSEQUENT ACTION In the event that after this franchise becomes effective, (a) there is a change in the law which 15 broadens the authority of the County of Mason or the Franchisee with respect to any act permitted or authorized under this franchise; or (b) the County of Mason or the Franchisee believe that amendments to this franchise are necessary or appropriate, then the County of Mason and the Franchisee agree to enter into good faith negotiations to amend this franchise so as to enable the Parties to address, in a manner reasonably acceptable to all Parties, such change or other development which formed the basis for the negotiations. The Parties recognize that the purpose of the negotiations would be to preserve, to the maximum extent consistent with law, the scope and purpose of this franchise. Mason County reserves for itself the right at any time upon ninety (90) days written notice to the Franchisee, to so change, amend, modify or amplify any of the provisions or conditions herein enumerated to conform to any state statute or county regulation,relating to the public welfare,health, safety or highway regulation,as may hereafter be enacted,adopted or promulgated and this franchise may be terminated at such time a public hearing is held by the Board of County Commissioners,and the Franchisee's utility facilities are found not to be operated or maintained in accordance with such statute or regulation. XVIII. ACCEPTANCE Franchisee shall execute and return to the County of Mason a signed acceptance of the franchise granted hereunder. The acceptance shall be in the form of the acceptance attached hereto as Exhibit "A", and in accepting the franchise, Franchisee warrants that it has carefully read the terms and conditions of this franchise and accepts all of the terms and conditions of this franchise and agrees to abide by the same and acknowledges that it has relied upon its own investigation of all relevant facts, that it has had the assistance of counsel, that it was not induced to accept a franchise, that this franchise represents the entire agreement between the Franchisee and the County of Mason. In the event the Franchisee fails to submit the countersigned ordinance and acceptance as provided for herein within the time limits set forth in this section, the grant herein is and shall become null and void. XIX. MISCELLANEOUS PROVISIONS A. Controlling Law/Venue. Any disputes concerning the application or interpretation of any of the provisions of this franchise shall be governed by the laws of the State of Washington. Venue of any action or arbitration brought under this franchise shall be in Mason County,Washington or the Western District of Washington if an action is brought in federal court, provided, however, that venue of such action is legally proper. B. Liens. Franchisee shall promptly pay and discharge any and all liens arising out of any Work done, suffered or permitted to be done by Franchisee on any Franchise Area. C. Waiver. No waiver by either party of any provision of this franchise shall in any way impair the right of such party to enforce that provision for any subsequent breach, or County of 16 Mason's right to enforce all other provisions of this franchise. D. Attorney's Fees. If any action at law or in equity is necessary to enforce or interpret the terms of this franchise, the substantially prevailing Party or Parties shall be entitled to reasonable attorney's fees,costs and necessary disbursements in addition to any other relief to which such Party or Parties may be entitled. E. Amendment. This franchise may be amended only by a written contract signed by authorized representatives of Franchisee and County of Mason. F. Severability. If any provision of this franchise is held to be illegal, invalid or unenforceable under present or future laws,such provision will be fully severable and this franchise will be construed and enforced as if such illegal, invalid or unenforceable provision is not a part hereof,and the remaining provisions hereof will remain in full force and effect. In lieu of any illegal, invalid or unenforceable provision herein, there will be added automatically as a part of this franchise; a provision as similar in its terms to such illegal, invalid or unenforceable provision as may be possible.and be legal, valid and enforceable. ' G. Joint and Several Liability. Franchisee acknowledges that, in any case in which Franchisee and Franchisee's Contractors are responsible under the terms of this franchise, such responsibility is joint and several as between Franchisee and any such Franchisee's Contractors; provided that,the Franchisee is not prohibited from allocating such liability as a matter of contract. H. Notices. Any notice contemplated, required, or permitted to be given under this franchise shall be sufficient if it is in writing and is sent either by: (a) registered or certified mail, return receipt requested; or(b) a nationally recognized overnight mail delivery service,to the Party and at the address specified below, except as such Party and address may be changed by providing notice to the other Parry no less than thirty (30) days' advance written notice of such change,in address. Franchisee: Kamilche Point Community Club K.P.C.C. Water System Manager/Operator 221 SE Wildcat Cove Road, Shelton, WA 98584 Attn: Charles E. Buschbom Grantor: County of Mason Public Works 100 Public Works Drive Shelton, WA 98584 I. Approvals. Nothing in this franchise shall be deemed to impose any duty or obligation upon the County of Mason to determine the adequacy or sufficiency of Franchisee's plans and specifications or to ascertain whether Franchisee's proposed or actual construction, testing, 17 maintenance,repairs,replacement,relocation,adjustment or removal is adequate or sufficient or in conformance with the plans and specifications reviewed by the County of Mason. No approval given,inspection made,review or supervision performed by the County of Mason pursuant to this franchise shall constitute or be construed as a representation or warranty express or implied by County of Mason that such item approved, inspected, or supervised, complies with laws, rules regulations or ordinances or this franchise or meets any particular standard,code or requirement,or is in conformance with the plans and specifications,and no liability shall attach with respect thereto. County and inspections as provided herein, are for the sole purpose of protecting the County of Mason's rights as the owner or manager of the road rights-of-way and shall not constitute any representation or warranty,express or implied,as to the adequacy of the design,construction,repair, or maintenance of the utility facilities, suitability of the Franchise Area for construction, maintenance,or repair of the utility facilities,or any obligation on the part of the County of Mason to insure that work or materials are in compliance with any requirements imposed by a governmental entity. County of Mason is under no obligation or duty to supervise the design, construction, installation, relocation, adjustment, realignment, maintenance, repair, or operation of the utility facilities. J. Force Majeure. Neither Party hereto shall be liable to the other Party for any failure to perform an obligation set forth herein to the extent such failure is caused by war, act of terrorism or an act of-God, provided that such Parry has made and is making all reasonable efforts to perform such obligation and minimize any and all resulting loss or damage. K. Construction. All pronouns and any variations thereof shall be deemed to refer to the masculine,feminine or neuter,singular or plural,as the identity of the Party or Parties may require. The provisions of this franchise shall be construed as a whole according to their common meaning, except where specifically defined herein,not strictly for or against any party and consistent with the provisions contained herein in order to achieve the objectives and purposes of this franchise. L. Incorporation by Reference. All exhibits annexed hereto at the time of execution of this franchise or in the future as contemplated herein, are hereby incorporated by reference as though fully set forth herein. M. Calculation of rime:i All periods_of time referred to Herein shall include Saturdays, Sundays,and legal holidays in the State:of.Washington,,except that if the last day of any period falls on any Saturday,Sunday,or legal holiday in the State of Washington,the period shall be extended to include the next day which is not a Saturday, Sunday, or legal holiday in the State of Washington. N. Entire Agreement. This franchise is the full and complete agreement bf County of Mason and Franchisee with respect to all matters covered herein and all matters related to the use of the Franchise Area by Franchisee and Franchisee's Contractors,and this franchise supersedes any and all other agreements of the Parties hereto with respect to all such matters,including,without limitation, all agreements evidencing the franchise. 18 O. No Recourse. Without limiting such immunities as the County or other persons may have under applicable law,Franchisee shall have no monetary recourse whatsoever against the County or its officials,boards, commissions, agents, or employees for any loss or damage arising out of the County's exercising its authority pursuant to this Franchise or other applicable law. P. Responsibility for Costs. Except as expressly provided otherwise,any act that Franchisee is required to perform under this franchise shall be performed at its cost. If Franchisee fails to perform work that it is required to perform within the time provided for performance,the County may perform the work and bill the Franchisee. The Franchisee shall pay the amounts billed within 30 days. Q. Work of Contractors and Subcontractors. Work by contractors and subcontractors is subject to the same restrictions, limitations, and conditions as if the work was performed by the Franchisee. The Franchisee shall be responsible for all work performed by its contractors and subcontractors,and others performing work on its behalf,under its control,or under authority of its utility permit,as if the work were performed by it and shall ensure that all such work is performed in compliance with this franchise, Title 12 MCC, the Manual and other applicable law, and shall be jointly and severally liable for all damages and correcting all damage caused by them. It is the Franchisee's responsibility to ensure that contractors, subcontractors, or other Persons performing work on the Franchisee's behalf are familiar with the requirements of the franchise,Title 12 MCC, the Manual, and other applicable laws governing the work performed by them. R. Survival of Terms. Upon the expiration, termination, revocation or forfeiture of the franchise,the Franchisee shall no longer have the right to occupy the franchise area for the purpose of providing services authorized herein. However,the Franchisee's obligations under this franchise to the County shall survive the expiration, termination, revocation or forfeiture of these rights according to its terms for so long as the Franchisee's utility facilities shall remain in whole or in part in the road rights of way. By way of illustration and not limitation, Franchisee's obligations to indemnify, defend and hold harmless the County, provide insurance and a performance/payment bond pursuant to Section XI and Franchisee's obligation to relocate its utility facilities pursuant to Section VIII, shall continue in effect as to the Franchisee, notwithstanding any expiration, termination, revocation or forfeiture of the franchise, except to the extent that a County-approved transfer, sale,or assignment of the utility system is completed,and another entity has assumed full and complete responsibility for the utility system or for the relevant acts or omissions. S. Warranties. By acceptance of this franchise, Franchisee warrants: 1. That Franchisee has full right and authority to enter into and perform this Franchise in accordance with the terms hereof, and by entering into or performing this Franchise, Franchisee is not in violation of its charter or by-laws,or any law,regulation,or agreement by which it is bound or to_which it is subject; and 2. That the execution,delivery,and performance of this Franchise by Franchisee has been duly authorized by all requisite Board/Commission action, that the signatories for Franchisee of the 19 acceptance hereof are authorized to sign this Franchise, and that the joinder or consent of any other party, including a court, trustee, or referee, is not necessary to make valid and effective the execution, delivery, and performance of this Franchise and acceptance. DATED at Shelton, Washington this day of 20_. BOARD OF COMMISSIONERS APPROVED: MASON COUNTY, WASHINGTON County Engineer Chair Approve as to form: Vice Chair Chief D.P.A. Commissioner 20 Exhibit A ACCEPTANCE OF FRANCHISE Ordinance No. 115-06, effective November 14, 2006. I, Charles E. Buschbom , am the Water ManagenfKamilche Point Community Club Water System ID# 37590H and am the authorized representative to accept the above-referenced franchise on behalf of The Members of the Kamilche Point Community Club. I certify that this franchise and all terms and conditions thereof are accepted by Charles E. Buschbom , without qualification or reservation. DATED this day of Or"T 0 }[ri1 , 20 . FRANCHISEE By: _ ��, Its: Water Distribution Manager Operator Tax Id.No. EIN #16-1639723 STATE OFLj�, ) ss. COUNTY OF KSa, ) I certify that I know or have satisfactory evidence that C'h4rk �4kbQM is the person who appeared before me,and said person acknowledged that he/she signed this instrument,on oath stated that he/she was autonzed to execute the instrument and acknowledged it as the cE ,ter c u ,'St of the t4gm c� R4;•-c. U to be the free and voluntary act of such party for the uses and purposes mentioned in/the' trument. Dated: RC1 A M j ii, Notary Public z�l` Print Name l Gt Tll��c �GS� _ �� N•.• My commission expires V 40TARY :r. PUBt® ��: ° __ � o�o. p � 0F1iW ASND?\\\\\ A INSIALL.NEW NDFEE KAMILCHE POINT SHOWN NEW 2.3'AWWA GA 1L VALVES Ar'LOCAST A WATER SYSTEM SHOWN VALVE CRETE VALVE SHALL ILL OTIE CAST wax VALVE 60x,CONCRETE VµVE TC. ALL OTHER EIfTWCS. SLEEVES RE IAM[q GLANDS,ETC.REIX1Iq,U 10 CWPIETC -' INSTALUIIp/. 7! REPLACE ENSMIG HMO WHEEL TWE GA IE VALVES AT W.SH 4L LOW-(WFS CI MIN 2-AWWA GA IE VALVE!wSfMLATICN ARR O SHALL WLi.IgE CAST wON VALVE 60x,CONCRETE VALVE PAW AµOTHER F.1-CS.SLEEVES.RETNNEF GLANDS ETC. 14 13' RCWwEO 10 CO.PLErE w51ALLAJN . ('S WSIALL 2 1/.MALE NSI HOSE THREAU ADAPTERS ANO 16 z .M.- C1 AP AH CHNN ON EACH ExISIAG GLOW OTT, ,\ 1! Z SCE UEIN4. Y 6/0 17 / �y `17 l O EXCEPTION r 12 V 16 ex / V _• 21 EXC. ExC 0.9 IBEI1 901 I AREA 32 N .`DOE TAO AFK997 .17 ' !! �� �Q V A A L �� wm - M�yt — IQIMCE AREA BWNOANY • WATER SERNCE METER .N W �• 'YAR7WNN 9 EXC. U 0 G.V1E ,Tv OF 73 X�O -- Sp171C TMi1(EFFLUENT cJ Y BIDW OFF / E-1 PWC O NEW AWMA GATE VALVE �. 10 16-A x IS-A a` O ... t W 17-A 14-A a TI ..... I SITE PLAN 18_A IS-A 1^.:ff� .K 11BM : :.v7E5;;,-•,•_• �. ... SCALE: I'>.200• •F" 3 - .i0 100' 200 400• U E•9/0 -- .. ... 2.. CEN)FR OF SECOON 11 �'J__ _ .....••........ T19N - Rd E, MASON'Co. CHANGE INCORPORATED ''7^ KamllChe Point Commune Club Pine 777 tool cLwPLW rt nG eW r� Community Property Lo<atbm 8•c.11,T19 N,R7W aurTE tA0 121 8ca E Wlldt Co V•Road KAMILCHE POINT WATER oly,.�PI.W..nI.•mA aee0z ,t'„vf.l•,t bh.kon,WA 98384 L.9a1 D.•crlptlon: SYSTEM SITE PLAN T4 Ideal ewlieez „ti.�.:. Kamllch•Point RWplat N.. A.Mw�A..w OPM FAA 17607 r°a'atleJ (760)432-1704 April 1877 _ — BHEET I OF tl FE9.17,2008 RECORDED AT THE REQUEST OF AND AFTER RECORDING RETURN TO: County of Mason 100 West Public Works Drive Shelton WA 98584 Attn: County Engineer Title: Kamilche Point Community Club Franchise Agreement Grantor: COUNTY OF MASON, a legal subdivision of the state of Washington Grantee: KAMILCHE POINT COMMUNITY CLUB Description of Franchise Area: SEE EXHIBIT B IN THE MATTER OF THE APPLICATION OF Star Lake Community Club FOR A FRANCHISE PERMIT TO CONSTRUCT, OPERATE, AND MAINTAIN Water Utility Facilities and Appurtenances UTILITY FACILITIES, OVER, ALONG AND UNDER COUNTY ROADS AND HIGHWAYS LOCATED IN MASON COUNTY, WASHINGTON Application of(Name of Operator)Stephen W. Ellison,President, Star Lake Community Club doing business in Washington as Star Lake Community Club, with its principal offices located at 1137 Star Lake Drive Elma, WA 98541, by and through (person authorized to act for and on behalf of applicant) Stephen W. Ellison, for a franchise to construct, operate and maintain (description of type) Water utility facilities in,over,along and under county roads and highways in Mason County,Washington,as set forth in attached Exhibit `B" (Franchise Area), having come on regularly for hearing before the County Commissioners of Mason County, Washington, on the day of , 20 , at the hour of , under the provisions of RCW 36.55, RCW 80.32.010 and RCW 80.36.040, and it appearing to the Board that notice of said hearing has been duly given as required by law, and that it is in the public interest to allow the franchise herein granted; NOW THEREFORE,IT IS ORDERED that a non-exclusive franchise be, and the same is hereby given and granted to Operator, and its successors and assigns,hereinafter referred to as the Franchisee, for a period of 10 years with automatic renewal at the end of each term of 10 years unless either party gives the other written notice of termination at least 30 days prior to the end of the relevant term. (no more than ten years each term and can only be renewed 3 times)from and after the date of the entry of this order for the purposes, at the location(s),and upon the express terms and conditions as described herein. I. DEFINITIONS For the purposes of this franchise,terms,phrases,words,and their derivations not defined herein that are defined in Title 12 of the Mason County Code or the Manual on Accommodating Utilities in the Mason County Right-of-Way published by the County Engineer(the"Manual"),shall have the same meaning or be interpreted as provided in Title 12 of the Mason County Code or the Manual. Words not defined here, in Title 12 of the Mason County Code or the Manual shall have their ordinary meaning. A reference to Title 12 of the Mason County Code or the Manual refers to the same as may be amended, revised, updated,re-enacted or re-codified from time to time. H. GRANT The County of Mason hereby grants to the Franchisee a non-exclusive franchise which,once it becomes effective shall authorize the Franchisee to enter upon the road rights-of-way located 1 within the Franchise Area identified in attached Exhibit`B", for the purpose of installing, constructing,maintaining,repairing,replacing, adjusting,relocating and operating the utility facilities,which grant shall be limited to the following described purpose(s): Water Utilities and Facilities and Appurtenances. Such grant is subject to and must be exercised in strict accordance with and subject to this franchise, Title 12 of the Mason County Code, the Manual and all applicable laws, rules, regulations and ordinances. Franchisee's exercise of any rights granted pursuant to the franchise is subject to the exercise of the County's police powers,and other regulatory powers as it may have or obtain in the future. No rights shall pass to the franchisee by implication. This franchise does not include permission to enter into or upon the road rights-of-way for any purposes others than the purposes expressly described herein. Permittee has a duty to notify the County of any change in use or condition of the utility facilities that may affect the status of the utility facilities or the impact of the utility facilities upon the road rights-of-way. III. UTILITY PERMIT REQUIRED Franchisee shall not commence or perform work(hereafter"Work")to install,construct,maintain repair, replace adjust, connect, disconnect, rebuild, or relocate its utility facilities within the road rights-of-way,without first applying for,paying all associated fees,and obtaining a utility permit as required pursuant to.Title 12 of the Mason County Code. In any utility permit so issued,the County may impose,as a condition of the granting the utility permit,such conditions and regulations as may be necessary for the protection,preservation and management of the road rights-of-way,including, by way of example and not limitation, for the purpose of protecting any structures in the road rights-of-way, maintaining proper distance from other utilities, ensuring the proper restoration of such road rights-of-way and structures, and for the protection of the County and the public and the continuity of pedestrian and vehicular traffic. Franchisee shall first file with the County Engineer its application for a utility permit to do such Work together with plans and specifications in triplicate showing at a minimum: A.The position,depth and location of all such utility facilities sought to be constructed,laid, installed or erected at that time,showing their relative position to existing county roads,rights-of-way or other county property upon plans drawn to scale,hereinafter collectively referred to as the"map of definite location; B. The class and type of material and equipment to be used, manner of excavation, construction,installation,backfill,erection of temporary structures,erection of permanent structures, traffic control,traffic turnouts and road obstructions; C. The manner in which the utility facility is to be installed; D. Measures to be taken to preserve safe and free flow of traffic; 2 E. Structural integrity of the roadway,bridge, or other structure; F. Specifications for the restoration of the county road,right-of-way or other county property in the event that the road right of way will be disturbed by the Work; and G. Provision for ease of future road maintenance and appearance of the roadway. :Provision shall be made for`known or planned expansion of the utility facilities,particularly those located underground or attached to bridges or other structures within the road right-of-way. The location, alignment and depth of the utility facilities shall conform with said map of definite location,except in instances in which deviation may be allowed thereafter in writing by the County Engineer pursuant to application by Franchisee. All such Work shall-be subject to'the approval of and shall pass the inspection of the County Engineer.The Franchisee shall pay all costs of and expenses incurred in the examination,inspection and approval of such work on account of granting the said utility permits. IV. RESTORATION OF ROAD RIGHT OF WAY In any Work which disturbs or causes damage to the road rights-of-way subject to this franchise, .public or private property, the Franchisee shall at its own expense and with all convenient speed, complete the work to repair and restore the county road right-of-way, or the public or private property so disturbed or damaged, and leave the same in as good or better condition as before the Work was commenced,to the reasonable satisfaction of the County Engineer. The Franchisee shall pay all costs of and expenses incurred in the examination, inspection and approval of such restoration or repair. The County Commissioners and/or County Engineer may at any time do,order or have done any and all work that they consider necessary to restore to a safe condition such County road right-of-way or other County property left by the Franchisee or its agents in a condition dangerous to life or property, and the Franchisee,upon demand, shall pay to the County all costs of such work. V. FRANCHISEE WORK IN RIGHT OF WAY Franchisee expressly agrees and understands that,with regard to Work within the road rights-of-way: A. All of Franchisee's utility facilities and Work within the road rights-of-way or other County property shall be in compliance with the provisions of Title 12 MCC, the Manual, the administrative regulations adopted by the County Engineer,other County established requirements for placement of utility facilities in road rights-of-way, including the specific location of utility facilities in the road rights-of-way, and all applicable laws, rules,regulations and ordinances; B. In preparing plans and specifications for Work of utility facilities in the road rights-of- 3 way the Franchisee shall useahe Manual. Prior to commencement of work in the road rights-of-way, Franchisee.shall submit such plans and specifications to the Mason County Engineer for review and -:,approval togethermith adequate exhibits depicting existing or proposed location of the utility facility - : - _ in relation.-to-ahe road, including right-of-way or easement lines;relationship to currently planned ;. road.revisions;if applicable;and all locations and situations for which deviations in depth of cover (including the proposed method of protection) or other locational standards that are anticipated; -C: All Work:to utility facilities located within the road rights-of-way or other county property subject to-this-franchise shall:be done in such a manner as not to interfere, other than in - ways-approved by the County,-with the.construction, operation and maintenance of other utilities, public or:private, drains;.drainage ditches and structures, irrigation ditches and structures, located therein,nor with the grading or improvements of such County roads,rights-of-way or other County = property; D.- 'The owners;and operators"of all utility facilities (public or private) installed in the Franchise Area or other county proporty prior in time to the utility facilities of the Franchisee,shall have preference as to the alignment and location of such utilities so installed with respect to the Franchisee. Such-preferencee-shall continue in the event of the necessity of relocating or changing the grade of any such county road or right-of-way; E. Franchisee shall perform the.Work and operate its utility facilities in a manner that minimizes interference with the use of the road rights-of-way by others,including others that may be installing utility facilities; and F. The County may require that Franchisee's utility facilities be installed at a particular time, at a specific place,or in a particular manner as a condition of access to a particular road right-of-way; may deny access if a Franchisee is not willing to comply with the County's requirements; and may remove, or require removal of, any utility facility that is not installed in compliance with the requirements established by the County,or which is installed without prior County approval of the time, place, or manner of installation and charge the Franchisee for all the costs associated with removal; and may require Franchisee to cooperate with others to minimize adverse impacts on the road rights-of-way through joint trenching and other arrangements. G. The County may inspect the utility facilities at any time reasonable under the circumstances to ensure compliance with this franchise and applicable law,including to ensure that the utility facilities are constructed and maintained in a safe condition. If an unsafe condition is found to exist,the County,in addition to taking any other action permitted under applicable law,may order the Franchisee, in writing, to make the necessary repairs and alterations specified therein forthwith to correct the unsafe condition on a time-table established by the County which is reasonable in light of the unsafe condition. The County has the right to correct,inspect,administer, and repair the unsafe condition if the Franchisee fails to do so, and to charge the Franchisee therefore. The right of the County to conduct such inspections and order or make repairs shall not be construed to create an obligation therefore,and such obligation to construct and maintain its utility 4 facilities in a safecondition shall at all times remain the sole obligation of the Franchisee. H. When required by the County,Franchisee shall make information available to the public regarding any work involving the ongoing installation,construction,adjustment,relocation,repair or maintenance of its utility facilities sufficient to show (1)the nature of the work being performed; (2)where it is being performed;(3) its estimated completion date; and(4)progress to completion. .L FRANCHISEE IS PLACED-ON NOTICE THAT FIBER OPTIC,COMMUNICATIONS, POWER, CONTROL SYSTEMS, OTHER TYPES OF CABLES, AND PIPELINES MAY BE .BURIED ON THE RIGHT OF WAY. Before beginning any underground work, Franchisee will contact the appropriate personnel to have such facilities located and make arrangements as to protective measures that must be adhered to prior to the commencement of any work within the Road - rights-of-way. ,In addition to the liability terms elsewhere in this Agreement, Franchisee shall indemnify and hold the County and its:elected and appointed officers, employees and agents harmless against and from all cost,liability,and expense whatsoever(including,without limitation, attorney's fees and court costs and expenses)arising out of or in any way contributed to by any act or omission of Franchisee,its contractor,agents and/or employees,that cause or in any way or degree contribute to (1)any damage,to or destruction of any such facilities by Franchisee, and/or its -contractor, agents and/or employees;on,the County's property, (2) any injury to or death of any person employed by or on behalf of any entity,and/or its contractor,agents and/or employees,on the road rights-of-way,and/or(3) any claim or cause of action for alleged loss of profits or revenue,or loss of service, by a customer or user of services or products of such company(ies) (collectively "Liabilities" for purposes of this Section V.I). The only Liabilities with respect to which Franchisee's obligation to indemnify the County and its elected and appointed officers, employees and agents does not apply are Liabilities to the extent arising out of,caused by or resulting from the negligence of the County, and its elected and appointed officers, employees and agents and Liabilities that by law the County and its elected and appointed officers, employees and agents for which the County cannot be indemnified. J. Franchisee shall continuously be a member of the State of Washington one number locator service under RCW 19.122, or an approved equivalent, and shall comply with all such applicable rules and regulations. K. Except in the event of emergency as described below,Franchisee and its Agents may not enter upon the Franchise Area to perform work for which a utility permit is not required,unless and except upon two-business days notice to the County Engineer. L. In the event of an emergency involving the threat of imminent harm to persons or property,and for purposes of taking immediate corrective action,Franchisee and its agents may enter the Franchise Area without advance notice to the County as long as such entry is for the sole purpose of addressing the emergency;provided however, that if any entry for such purposes would require issuance of a utility permit,Franchisee shall give the County verbal or telephonic notice of the places where and the manner in which entry is required prior to such entry,promptly followed by written notice. In all cases,notice to the County shall be given as far in advance as practical prior to entry or as soon as practicable after entry upon the road right-of-Way. 5 M. Franchisee.shall promptly reimburse the County for their reasonable and direct costs incurred in responding to an-emergency that is caused, created by or attributable to the presence, construction,maintenance,repair,or operation of the Franchisees utility facilities in the road rights- of-way. - N: If;during installation,construction,relocation,realignment,adjus-Unent,maintenance,or . repair of the Franchisee's utility facilities in the road rights-of-way,Franchisee or its agents discover scientific or historic artifacts,Franchisee shall immediately notify the County of said discovery and shall protect such-artifacts in amanner as specified by the County. Any such artifact shall be the property of the County if the County wishes to own it. - VI. PROTECTION OF PUBLIC All work done under this franchise shall be done in a thorough and workman-like manner. In the performance of Work within or=near the road rights-of-way, including without limitation, the - opening of trenches and the tunneling under county roads,rights-of way or other county property,the . . Franchisee shall leave such trenches;ditches and tunnels in such a way as to interfere as little as possible with public travel and shall take all due and necessary precautions to guard the same,so that damage or injury shall not occur or arise by reason of such Work; and where any of such trenches, ditches and tunnels are left open at.night,:the Franchisee shall place warning lights,barricades and other appropriate protective devices at such a position as to give adequate warning of such Work. The Franchisee shall be liable for any injury to person or persons or damage to property sustained arising out of its carelessness or neglect, or through any failure or neglect to properly guard or give warning of any trenches, ditches or tunnels dug or maintained by the Franchisee. VII. POLICE POWERS The County of Mason,in granting this franchise,does not waive any rights which it now has or may hereafter acquire with respect to county roads, rights-of-way or other county property and this franchise shall not be construed to deprive the county of any powers, rights or privileges which it now has or may hereafter acquire to regulate the use of and to control the county roads,rights-of-way and other county property covered by this franchise. The County retains the right to administer and regulate activities of the Franchisee up to the fullest extent of the law. The failure to reserve a particular right to regulate, or reference a particular regulation, shall not be interpreted by negative implication or otherwise to prevent the application of a regulation to the Franchisee. VIII. RELOCATION Franchisee shall, in the course of any Work, comply with the following requirements: A. The Franchisee shall, by a time specified by the County, protect, support, temporarily disconnect,relocate,or remove any of its utility facilities when required by the County by reason of traffic conditions;public safety;road right-of-way construction;road right-of-way repair(including 6 resurfacing or widening);change of road right-of-way grade;construction,installation,or repair of County-owned sewers,drains,water pipes,power lines,signal lines,tracks,communications system, other .public work, public facility, or improvement of any government-owned utility; road right-of-way vacation;or for any other purpose where the County work involved would be aided by the removal or relocation of the-utility facilities. Collectively,such matters are referred to below as the "public work." Franchisee acknowledges and understands that any delay by Franchisee in performing the herein described work may delay, hinder, or interfere with the work performed by the County and its contractors and subcontractors done in furtherance of such Public Work and result in damage to the County,including but not limited to,delay claims. Franchisee shall cooperate with the County and its.contractors and subcontractors to coordinate such Franchisee work to accommodate the Public Work project and project schedules to avoid delay, hindrance of, or interference with the Public Work. The County of Mason shall make available to the Franchisee a copy of the Six Year Transportation Program and the County's annual construction program after adoption each year. It is anticipated these programs will aid the utility in planning construction programs. - B. Franchisee has a duty to protect its utility facilities from work performed by the County within the road rights-of-way. The rights granted to the Franchisee herein do not preclude the County of Mason, its employees,_contractors, subcontractors, and agents from blasting, grading, excavating, or doing other necessary road work contiguous to Franchisee's utility facilities; providing that, the Franchisee shall be given a minimum of forty-eight (48) hours notice of said blasting or other work in order that the Franchisee may protect its utility facilities. C. In the event of an emergency,or where the utility facility creates or is contributing to an imminent danger to health, safety, or property, the County may protect, support, temporarily disconnect,remove,or relocate any or all parts of the utility facility without prior notice,and charge the Franchisee for costs incurred. D. If any Person that is authorized to place facilities in the road right of way requests the Franchisee to protect, support, temporarily disconnect,remove, or relocate the Franchisee's utility facilities to accommodate the construction,operation,or repair of the facilities of such other person, the Franchisee shall,after 30 days'advance written notice,take action to effect the necessary changes requested;provided that,if such project is related to or competes with Franchisee's service,or if the effect of such changes would be to.permanently deprive Franchisee of the beneficial enjoyment of this franchise for its intended purposes through interference with the operation of Franchisee's utility facilities or otherwise, Franchisee shall not be required to relocate its utility facilities. Unless the matter is governed by a valid contract or a state or federal law or regulation, or unless the Franchisee's utility facilities were not properly installed, the reasonable cost of the same shall be borne by the Person requesting the protection, support, temporary disconnection, removal, or relocation at no charge to the County, even if the County makes the request for such action. 7 E. The Franchisee shall, on the request of any person holding a valid permit issued by a _.. . governmental I authority,-temporarily raise or lower its wires to permit the moving of buildings or other'objects.-:•The expense of such temporary removal or raising or lowering of wires shall be paid by the person requesting the same. The County 9fMasonwill accept liability for direct and actual damages to said Franchisee that are the. result of the negligence of Mason.County, its trustees, officers, employees, contractors, -subcontractors .or'-agents while :performing County improvement or Public Works projects enumerated in-the original franchise agreement under Section VIII,paragraph B. Direct and actual damages are specifically limited to physical damage to properly installed and located infrastructure of the Franchisee and the cost to repair such physical damage. Mason County retains the right to assert all applicable defenses in the'event of a dispute including contributory negligence on the part of the Franchisee. Mason County shall in no way be liable for incidental damages claimed to arise from such actions. All Work—to be performed.by the.Franchisee under this section shall pass the inspection of the County Engineer. The Franchisee shall pay all costs of and expenses incurred in the examination, inspection and approval of such work. IX. PRESERVATION OF MONUMENTS/MARKERS Before any work is performed under this franchise which may affect any existing monuments or markers of any nature relating to subdivisions,plats,roads and all other surveys,the Franchisee shall reference all such monuments and markers. The reference points shall be so located that they will not be disturbed during the Franchisee's operations under this franchise. The method of referencing these monuments or other points to be referenced shall be approved by the County Engineer. The replacement of all such monuments or markers disturbed during construction shall be made as expeditiously as conditions permit,and as directed by the County Engineer. The cost of monuments or other markers lost, destroyed, or disturbed, and the expense of replacement by approved monuments shall be borne by the Franchisee. A complete set of reference notes for monument and other ties shall be filed with the office of the Mason County Engineer. X. VACATION OF ROAD RIGHT-OF-WAY If at any time the County shall vacate any County road,right-of-way or other County property which is subject to rights granted by this franchise and said vacation shall be for the purpose of acquiring the fee or other property interest in said road, right-of-way or other county property for the use of Mason County,in either its proprietary or governmental capacity,then the Board of Mason County Commissioners may, at its option, and by giving thirty(30) days written notice to the Franchisee, terminate this franchise with reference to such county road,right-of-way or other county property so vacated, and the County of Mason shall not be liable for any damages or loss to the Franchisee by reason of such termination. It has been the practice of Mason County to reserve easements for 8 utilities at the time of road vacation,and will continue to be the practice until such time the Board of Mason County Commissioners direct a change of practice. XI. FINANCIAL SECURITY A.,Insurance_Except as otherwise provided herein,Franchisee shall maintain for itself and the County,throughout the entire period any part of Franchisee's utility facilities are located in the Franchise Area, adequate insurance to protect the Parties and their elected and appointed officers, agents, employees against all of County's and Franchisee's liability arising out of Franchisee's use and occupancy of the Franchise Area or any part thereof. This obligation shall require the Franchisee to maintain insurance at least in the following amounts: 1. COMMERCIAL GENERAL LIABILITY insurance to cover liability, bodily injury;and property damage. The Commercial General Liability insurance shall be written on an occurrence basis;with an aggregate limit location endorsement for the Franchise Area, and shall provide coverage for any and all costs,•including defense costs, and losses and damages resulting from personal injury; bodily injury and death, property damage, products liability and completed operations. Such-insurance shall include blanket contractual coverage,including coverage for the Franchise as now or hereafter amended and specific coverage for the indemnity provisions set forth herein. Coverage must be written with the following limits of liability: Bodily and Personal Injury&Property Damage $ 1,000,000 per Occurrence $ 2,000,000 aggregate 2 WORKERS' COMPENSATION insurance shall be maintained to comply with statutory limits for all employees,and in the case any work is sublet,the Franchisee shall require its contractors and subcontractors similarly to provide workers' compensation insurance for all the employees. The Franchisee shall also maintain, during the life of this policy, employer's liability insurance;provided that this obligation shall not apply to any time period during which Franchisee has no employees. The following minimum limits must be maintained: Workers' Compensation Statutory Employer's Liability $ 1,000,000 each occurrence 3.COMPREHENSIVE AUTO LIABILITY insurance shall include owned,hired,and non-owned vehicles operated by Franchisee employees on an occurrence basis with coverage of at least$2,000,000 per occurrence. If the Franchisee, its contractors, or subcontractors do not have the required insurance,the County may require such entities to stop operations until the insurance is obtained and approved. Certificates of Insurance reflecting evidence of the required insurance and approved by the County's 9 Risk Manager for the GENERAL LIABILITY policies described above,shall be sent to the County's risk-manager. The.certificate shall be filed with the acceptance of the franchise, and annually _ thereafter,.-and as provided below. All coverage shall be listed all on one certificate with the same expiration dates. The.certificates shall:contain-a provision that coverages afforded under these policies will not be canceled until at least 30 days'prior written notice has been given to the County. -In the event-that.the.insurance:certificate-provided indicates that the insurance shall terminate or lapse during the period of the franchise;then,in that event,the Franchisee shall furnish,at least 30 _ such insurance,a renewed certificate of insurance as proof days prior to the expiration of the date.of that equal and like'coverage has been or will be obtained prior to any such lapse or termination - during the balance of the period of the franchise. The County reserves.the.right, -during the term of the franchise, to require any other insurance coverage or adjust thepolicy limits as it deems reasonably necessary utilizing sound risk management practices and principals based upon the loss exposures. Each insurance policy required pursuant to this franchise shall be primary and non-contributing as respects any coverage maintained by the.County and shall include an endorsement reflecting the same. Any�other coverage maintained by County shall be excess of this coverage herein defined as primary and shall not contribute with it. The certificate of insurance must reflect that the above wording is included in all such policies. Each insurance policy obtained pursuant to this franchise shall be issued by financially sound insurers who may lawfully do business in the State of Washington with a financial rating at all times during coverage of no less than rating of"A" and a class of"X" or better in the latest edition of "Best's Key Rating Guide"published by A.M.Best Company,or such other financial rating or rating guide approved in writing by the County's risk manager. In the event that at any time during coverage,the insurer does not meet the foregoing standards,Franchisee shall give prompt notice to the County and shall seek coverage from an insurer that meets the foregoing standards. The County reserves the right to change the rating or the rating guide depending upon the changed risks or availability of other suitable and reliable rating guides. Comprehensive general liability insurance policies and coverage obtained pursuant to this franchise shall include an endorsement(standard ISO form CG 24-17) deleting all exclusions for work or incidents occurring within any distance from a railroad track or railroad property, or on, over, or under a railroad track. Insurance policies required pursuant to this franchise shall have no non-standard exclusions unless approved of by the County Risk Manager or designee. Commercial general liability insurance policies obtained pursuant to this franchise shall name the 10 County-as an-additional.insured without limitation,pursuant to an endorsement approved of by the County's Risk Manager or designee. - Franchisee and Franchisee's Contractors' insurers, through policy endorsement, shall waive their rights of subrogation against the County for all claims and suits. The certificate of insurance must reflect this waiver of subrogation rights endorsement. Commercial General .Liability Insurance policies and coverage required herein of public utility operators may include a reasonable deductible or self-insured retention;provided,however,that as to any Loss or Damage covered as provided herein, if Franchisee elects to include any deductible or self-insured retention,Franchisee shall itself directly cover,in lieu of insurance,any and all County liabilities that would otherwise in accordance with the provisions of this Franchise be covered by Franchisee's insurance if Franchisee elected not to include a deductible or self-insured retention. Such direct coverage by Franchisee shall be in an amount equal to the amount of Franchisee's actual deductible.or self=insuredretention. Franchisee shall be required to provide a certification of self- insurance retention to the county in a form and content acceptable to the county engineer. B.-Performance/Payment Bond. At the same time Franchisee provides its acceptance of this Franchise, the Franchisee shall, if required by the County Engineer, provide a performance and payment bond to ensure the full and faithful performance of all of its responsibilities under this franchise and applicable rules, regulations and ordinances, including,by way of example, but not limited to,its obligations to relocate and remove its utility facilities,to restore the road rights-of-way and other property when damaged or disturbed, and to reimburse the County for its costs. The amount of the performance and payment bond shall be for ZERO ($9). The amount of the bond,or cash deposit as described below, may be adjusted by the County every five years from the date of execution of this franchise,to take into account cumulative inflation or increased risks to the County. The Franchisee maybe required to obtain additional bonds in accordance with the County's ordinary practices. The bond shall be in a form with terms and conditions acceptable to the County and reviewed and approved by the County Engineer. The bond shall be with a surety with a rating no less than "A V in the latest edition of"Bests Key Rating Guide,"published by A.M. Best Guide. The Franchisee shall pay all premiums or costs associated with maintaining the bond,and shall keep the same in full force and effect at all times.If Franchisee fails to provide or maintain the bond,then the County,in its sole discretion,may require Franchisee to substitute an equivalent cash deposit as described below in lieu of the bond. Franchisee, may at its election or upon order by the County, substitute an equivalent cash deposit instead of a performance and payment bond. This cash deposit shall ensure the full and faithful performance of all of Franchisee's responsibilities hereto under this Permit and all applicable laws, rules, regulations or ordinances. This includes,but is not limited to, its obligations to relocate or remove its facilities, restore the road rights-of-way and other property to their original condition, reimbursing the County for its costs, and keeping Franchisee's insurance in full force. The County shall notify Franchisee in writing, by certified mail, of any default and shall give 11 Franchisee thirty(30)days from the date of such notice to cure any such default. In the event that the ..Franchisee fails to cure such.default to the satisfaction of the County,the County may,at its option, forfeit the entire amount of the cash deposit or draw upon the cash deposit up to the amount of the County's costs.incurred to. cure Franchisee's default. Upon the County's cure of Franchisee's default,the County shall notify Franchisee in writing of such cure. In the event that the County draws upon the cash deposit or forfeits the same, Franchisee shall thereupon replenish the cash deposit to the full amount as specified herein or provide a replacement performance and payment bond. Before any Work commences in the road right-of-way,the County Engineer may require the operator to provide a performance and payment bond for each separate project in an amount to be determined by the County Engineer;;but not less-than five hundred dollars, written by a surety company acceptable to the County Risk-Manager and authorized to do business in the state of Washington. The_purpose of-the.bond is-to insure completion of construction, including the restoration of surfacing,slopes,slope treatment,topsoil,landscape treatment,and drainage facilities,and cleanup of rights-of-way, and payment of costs incurred by the County to enforce the requirements of this Chapter. The performance and payment bond shall be in place for a period ending not more than one year after the date of completion. A project specific performance bond shall not be required in the event that the franchisee has in place a blanket performance bond and, when required, a payment bond, maintained pursuant to the requirements of this franchise. A performance and payment bond for work in the road right-of-way will not be required of the United States Government or any of its agencies or of any municipal corporation or department of the state of Washington and its local subdivisions. C. Limitation of Liability. To the fullest extent permitted by law,the Franchisee shall,and shall cause its contractor(s) to release, indemnify, defend and hold harmless the county and the county's legal representatives,officer(elected or), appointed) employees and agents(collectively, "indemnitees") for, from and against any and all claims, liabilities,fines,penalties, cost,damages, losses, liens, causes of action, suits, demands, judgments and expenses (including, without limitations, court costs, attorneys' fees and costs of investigation, removal and remediation and governmental oversight costs),Environmental or otherwise(collectively"liabilities")of any nature, kind, or description, of any person or entity,directly or indirectly, arising out of,resulting from,or related to (in whole or in part): 1. this franchise; 2. any rights or interests granted pursuant to this franchise; 3. franchisee's occupation and use of the road right of way; 12 4. franchisee's operation of its utility facilities; 5. the presence of utility facilities within the right of way; 6.- the environmental condition and status of the road right-of-way caused by, _. aggravated by,or contributed to,in whole or in part,by franchisee or its agents; or 7. The acts;errors,or omissions of third parties when arising out of the installation, construction,adjustment,relocation,replacement,removal,or maintenance of such third party utility facilities within the road-rights-of-way when such work is performed under authority of the operator's utility permit or at the direction or under the control of the operator; or - .8.- any act or omission of franchisee or franchisee's agents; The only liabilities,with respect to which franchisee's obligation to indemnify the indemnitees do not apply are liabilities to the extent arising out of, caused by or resulting from the negligence of the county, its officers, agents,.employees or contractors and liabilities that by law the indemnities cannon be indemnified for. Upon written notice from the county,franchisee agrees to assume the defense of any lawsuit or other proceeding brought against any indemnitee by any entity, relating to any matter covered by this franchise for which franchisee has an obligation to assume liability for and/or save and hold harmless any indemnitee.Franchisee shall pay all cost incident to such defense,including,but not limited to, attorneys' fees,investigators'fees,litigation and appeal expenses,settlement payments and amounts paid in satisfaction of judgments. Franchisee willfully satisfy said judgment within ninety(90)days after said suit or action shall have finally been determined if determined adversely to Mason County. Upon the Franchisee's failure to satisfy said judgment within the ninety (90) day period, this franchise shall at once cease and terminate. Acceptance by the County of any Work performed by the Franchisee at the time of completion shall not be grounds for avoidance of this covenant. XII. FRANCHISE NONEXCLUSIVE This franchise shall not be deemed to be an exclusive franchise. It shall in no manner prohibit the County of Mason from granting other utilities under,along,across,over and upon any of the County roads,rights-of-way or other County property subject to this franchise and shall in no way prevent or prohibit the County of Mason from constructing, altering, maintaining or using any of said roads, rights-of-way,drainage structures or facilities,irrigation structures or facilities,or any other county property or affect its jurisdiction over them or any part of them with full power to make all necessary changes,relocations,repairs,maintenance, etc.,the same as the county may deem fit. 13 XIII. SUCCESSORS AND ASSIGNS All the provisions,conditions,regulations and requirements herein contained shall be binding upon the successors and assigns of the Franchisee,and all privileges,as well as all obligations and liability of.the Franchisee, shall ensure..to its.successors and assigns equally as if they were specifically mentioned wherever the Franchisee is mentioned. Any reference in this franchise to a specifically named party shall=be.deemed to.apply to any successor, heir, administrator, executor or assign of - such-party who has acquired its interest in compliance with the terms of this franchise,or under law. XIV. TRANSFER/ASSIGNMENT Franchisee may or transfer this franchise after prior written notice to County of Mason and - assignee's written commitment,,in a form and content approved by the County Prosecutor,delivered to County of Mason,,that assignees shall thereafter be responsible for all obligations of Franchisee with respect to the franchise and guaranteeing performance under the terms and conditions of the franchise and that transferee will.be bound by all the conditions of the franchise and will assume all the obligations of its predecessor, Such an assignment shall relieve the Franchisee of any further obligations under the franchise, including any obligations not fulfilled by Franchisee's assignee; - .. provided that,the assignment shall not in any respect relieve the Franchisee,or any of its successors in interest,of responsibility for acts or omissions,known or unknown,or the consequences thereof, Which acts or omissions occur prior to the.time of the assignment. No franchise or master road use permit may be assigned or transferred without filing or establishing with the county the insurance certificates and performance bond as required pursuant to this franchise. XV. ANNEXATION Whenever any of the County roads, rights-of-way or other county property as designated in this franchise,by reason of the subsequent incorporation of any town or city,or extension of the limits of any town or city, shall fall within the city or town limits and shall by operation of law or otherwise terminate in respect to the said roads,rights-of-way or other county property so included with city or town limits; this franchise shall continue in force and effect to all county roads, rights-of-way or other county property not so included in city or town limits. XVI. REVOCATION/REMEDIES A. Revocation. In addition the right to revoke this franchise as set forth in Title 12 of the Mason County Code, if the Franchisee shall willfully violate, or fail to comply with any of the provisions of this franchise through willful or unreasonable neglect or fail to heed or comply with any notice given the Franchisee under the provision of this grant, then Franchisee shall forfeit all rights conferred hereunder and this franchise may be revoked or annulled,after a public hearing by the Board of County Commissioners. The Franchisee shall not be relieved of any of its obligations to comply promptly with any provision of this franchise by reason of any failure of the County to enforce prompt compliance,and the County's failure to enforce shall not constitute a waiver of rights 14 or acquiescence in the Licensee's conduct. Subject to-the.required consent, adjudication, permission or authorization of a federal or state -regulatory agency with jurisdiction over the subject matter, upon revocation of the franchise, the County may require the Franchisee to remove its utility facilities from any road rights-of-way, and restore such road right-of-way to its same or better condition as existed just prior to such removal,or de-commission and abandon'such utility facilities in place in whole or in part and in a manner approved by the County Board of Commissioners. If the Franchisee fails to remove utility facilities that the_County requires it to remove;the County may perform the work and collect the cost thereof from the Franchisee..The actual.cost thereof,including direct and indirect administrative costs,shall be a lien upon all utility facilities of the Franchisee within the franchise Area effective upon filing of the lien with the Mason County Auditor. B: Remedies. The County has the right to exercise any and all of the following remedies, singly or in combination,in'the event of Default. "Default"shall mean any failure of Franchisee or its agents to keep,observe,or.perform any of Franchisee's or its agent's duties or obligations under this franchise: 1. Damages. Franchisee shall be liable for any and all damages incurred by County. 2. Specific Performance. County shall be entitled to specific performance of each and every obligation of Franchisee under this franchise without any requirement to prove or establish that County does not have an adequate remedy at law. Franchisee hereby waives the requirement of any such proof and acknowledges that County would not have an adequate remedy at law for Franchisee's commission of an Event of Default hereunder. 3. Injunction. County shall be entitled to restrain, by injunction, the actual or threatened commission or attempt of an Event of Default and to obtain a judgment or order specifically prohibiting a violation or breach of this Agreement without, in either case, being required to prove or establish that County does not have an adequate remedy at law. Franchisee hereby waives the requirement of any such proof and acknowledges that County would not have an adequate remedy at law for Franchisee's commission of an Event of Default hereunder. 4. Alternative Remedies. Neither the existence of other remedies identified in this franchise nor the exercise thereof shall be deemed to bar or otherwise limit the right of the County to commence an action for equitable or other relief, and/or proceed against Franchisee and any guarantor for all direct monetary damages, costs and expenses arising from the Default and to recover all such damages, costs and expenses, including reasonable attorneys' fees. Remedies are cumulative; the exercise of one shall not foreclose the exercise of others. XVII. SUBSEQUENT ACTION In the event that after this franchise becomes effective, (a) there is a change in the law which 15 -broadens the authority of the County of Mason or the Franchisee with respect to any act permitted or authorized- under this. franchise;--. or (b)the County of Mason or the Franchisee believe that amendments to'this.franchise are necessary or appropriate, then the County of Mason and the Franchisee agree_to enter into good.faith negotiations to amend this franchise so as to enable the _ . Parties to address, in- a manner reasonably acceptable to all Parties, such change or other development which formed the basis for the negotiations. The Parties recognize that the purpose of the negotiations-would be to preserve,,to the maximum extent consistent with law, the scope and purpose of this franchise. _ Mason County-reserves for itself the right at any time upon ninety(90) days written notice to the :Franchisee;-to-so change,amend; modify or amplify any of the provisions or conditions herein enumerated to conform to-any state statute or county regulation,relating to the public welfare,health, safety or highway regulation,as may hereafter be enacted,adopted or promulgated and this franchise maybe terminated at siich:time a public hearing is held by the Board of County Commissioners,and _ the Franchisee's utility facilities are found not to be operated or maintained in accordance with such statute or regulation. XVIII. ACCEPTANCE Franchisee shall-execute and return to the County of Mason a signed acceptance of the franchise granted hereunder. The acceptance shall be in the form of the acceptance attached hereto as Exhibit "A", and in accepting the-franchise, Franchisee warrants that it has carefully read the terms and. conditions of this franchise and accepts all of the terms and conditions of this franchise and agrees to abide by the same and acknowledges that it has relied upon its own investigation of all relevant facts, that it has had the assistance of counsel, that it was not induced to accept a franchise, that this franchise represents the entire agreement between the Franchisee and the County of Mason. In the event the Franchisee fails to submit the countersigned ordinance and acceptance as provided for herein within the time limits set forth in this section, the grant herein is and shall become null and void. XIX. MISCELLANEOUS PROVISIONS A. Controlling Law/Venue. Any disputes concerning the application or interpretation of any of the provisions of this franchise shall be governed by the laws of the State of Washington. Venue of any action or arbitration brought under this franchise shall be in Mason County,Washington or the Western District of Washington if an action is brought in federal court, provided, however, that venue of such action is legally proper. B. Liens. Franchisee shall promptly pay and discharge any and all liens arising out of any Work done, suffered or permitted to be done by Franchisee on any Franchise Area. C. Waiver. No waiver by either party of any provision of this franchise shall in any way impair the right of such party to enforce that provision for any subsequent breach, or County of 16 Mason's right to enforce all other provisions of this franchise. D. Attorney's Fees. If any action at law or in equity is necessary to enforce or interpret the terms of this franchise,the substantially prevailing Parry or Parties shall be entitled to reasonable attorney's fees,costs and necessary disbursements in addition to any other relief to which such Party or Parties may be entitled. E. Amendment. This franchise may be amended only by a written contract signed by authorized representatives of Franchisee and County of Mason. F. Severability. If any provision of this franchise is held to be illegal, invalid or unenforceable under present or future laws,such provision will be fully severable and this franchise will be construed and enforced as if such illegal, invalid or unenforceable provision is not a part hereof,and the remaining provisions hereof will remain in full force and effect. In lieu of any illegal, invalid or unenforceable provision herein, there will be added automatically as a part of this franchise; a provision as similar in its terms to such illegal, invalid or unenforceable provision as may be possible and be legal,valid and enforceable. G. Joint and Several Liability. Franchisee acknowledges that, in any case in which Franchisee and Franchisee's Contractors are responsible under the terms of this franchise, such responsibility is joint and several as between Franchisee and any such Franchisee's Contractors; provided that,the Franchisee is not prohibited from allocating such liability as a matter of contract. H. Notices. Any notice contemplated, required, or permitted to be given under this franchise shall be sufficient if it is in writing and is sent either by: (a) registered or certified mail, return receipt requested; or(b)a nationally recognized overnight mail delivery service,to the Party and at the address specified below, except as such Party and address may be changed by providing notice to the other Parry no less than thirty (30) days' advance written notice of such change in address. Franchisee: Star Lake Community Club 1137 W Star Lake Drive Elma, WA 98541 Attn: Steve Grantor: County of Mason Public Works 100 Public Works Drive Shelton, WA 98584 1. Approvals. Nothing in this franchise shall be deemed to impose any duty or obligation upon the County of Mason to determine the adequacy or sufficiency of Franchisee's plans and specifications or to ascertain whether Franchisee's proposed or actual construction,testing, 17 maintenance,repairs,replacement,relocation, adjustment or removal is adequate or sufficient or in conformance with the plans and specifications reviewed by the County of Mason. No approval given, inspection made, review or supervision performed by the County of Mason pursuant to this franchise shall constitute or be construed as a representation or warranty express or implied by County of Mason that such item approved, inspected, or supervised, complies with laws, rules regulations or ordinances or this franchise or meets any particular standard,code or requirement,or is in conformance with the plans and specifications,and no liability shall attach with respect thereto. County and inspections as provided herein, are for the sole purpose of protecting the County of Mason's rights as the owner or manager of the road rights-of-way and shall not constitute any representation or warranty,express or implied,as to the adequacy of the design,construction,repair, or maintenance of the utility facilities, suitability of the Franchise Area for construction, maintenance,or repair of the utility facilities,or any obligation on the part of-the County of Mason to insure that work or materials are in compliance with any requirements imposed by a governmental entity. County of Mason is under no obligation or duty to supervise the design, construction, installation, relocation, adjustment, realignment, maintenance, repair, or operation of the utility facilities. J. Force Majeure. Neither Party hereto shall be liable to the other Party for any failure to perform an obligation set forth herein to the extent such failure is caused by war, act of terrorism or an act of God, provided that such Party has made and is making all reasonable efforts to perform such obligation and minimize any and all resulting loss or damage. K. Construction. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the Party or Parties may require. The provisions of this franchise shall be construed as a whole according to their common meaning, except where specifically defined herein,not strictly for or against any party and consistent with the provisions contained herein in order to achieve the objectives and purposes of this franchise. L. Incorporation by Reference. All exhibits annexed hereto at the time of execution of this franchise or in the future as contemplated herein, are hereby incorporated by reference as though fully set forth herein. A Calculation of Time. All periods of time referred to herein shall include Saturdays, Sundays,and legal holidays in the State of Washington,except that if the last day of any period falls on any Saturday,Sunday,or legal holiday in the State of Washington,the period shall be extended to include the next day which is not a Saturday, Sunday, or legal holiday in the State of Washington. N. Entire Agreement. This franchise is the full and complete agreement of County of Mason and Franchisee with respect to all matters covered herein and all matters related to the use of the Franchise Area by Franchisee and Franchisee's Contractors,and this franchise supersedes any and all other agreements of the Parties hereto with respect to all such matters,including,without limitation, all agreements evidencing the franchise. 18 O:'No Recourse. Without limiting such immunities as the County or other persons may have under applicable law,Franchisee shall have no monetary recourse whatsoever against the County or _ its officials, boards,commissions, agents, or employees for any loss or damage arising out of the County's exercising its authority pursuant to this Franchise or other applicable law. P. Responsibility for Costs: Except as expressly provided otherwise,any act that Franchisee is required to perform.under this franchise shall be performed at its cost. If Franchisee fails to perform work that it is required to perform within the time provided for performance, the County may perform the work.and bill the Franchisee. The Franchisee shall pay the amounts billed within 30 days. Q. Work of Contractors and Subcontractors. Work by contractors and subcontractors is :subject to the same restrictions, limitations, and conditions as if the work was performed by the Franchisee.` The Franchisee shall be responsible for all work performed by its contractors and subcontractors,and others performing work on its behalf,under its control,or under authority of its utility permit,as if the work were performed by it and shall ensure that all such work is performed in compliance with this franchise,Title 12 MCC, the Manual and other applicable law, and shall be jointly and severally liable for all damages and correcting all damage caused by them. It is the Franchisee's responsibility to ensure that-contractors, subcontractors, or other Persons performing work on the Franchisee's behalf are familiar with the requirements of the franchise,Title 12 MCC, the Manual, and other.applicable laws governing the work performed by them. R.. Survival of Terms.: Upon the expiration, termination, revocation or forfeiture of the franchise,the Franchisee shall no longer have the right to occupy the franchise area for the purpose of providing services authorized herein. However,the Franchisee's obligations under this franchise to the County shall survive the expiration, termination, revocation or forfeiture of these rights according to its terms for so long as the Franchisee's utility facilities shall remain in whole or in part in the road rights of way. By way of illustration and not limitation, Franchisee's obligations to indemnify, defend and hold harmless the County, provide insurance and a performance/payment bond pursuant to Section XI and Franchisee's obligation to relocate its utility facilities pursuant to Section VIII, shall continue in effect as to the Franchisee, notwithstanding any expiration, termination, revocation or forfeiture of the franchise, except to the extent that a County-approved transfer, sale,or assignment of the utility system is completed, and another entity has assumed full and complete responsibility for the utility system or for the relevant acts or omissions. S. Warranties. By acceptance of this franchise, Franchisee warrants: 1. That Franchisee has full right and authority to enter into and perform this Franchise in accordance with the terms hereof, and by entering into or performing this Franchise, Franchisee is not in violation of its charter or by-laws,or any law,regulation,or agreement by which it is bound or to which it is subject; and 2. That the execution,delivery,and performance of this Franchise by Franchisee has been duly authorized by all requisite Board/Commission action, that the signatories for Franchisee of the 19 acceptance hereof are authorized to sign this Franchise,and that the joinder or consent of any other =party,..including. a court, trustee, -or referee, is not necessary to make valid and effective the execution, delivery, and performance of this Franchise and acceptance. -DATED at Shelton, Washington this day of 20_. BOARD OF COMMISSIONERS - ..APPROVED: MASON COUNTY,WASHINGTON .:County Engineer Chair Approve as to form: t Vice Chair Chief D.P.A. Commissioner 20 Exhibit A ACCEPTANCE OF FRANCHISE Ordinance No. 115-06, effective November 14, 2006. I, 1/� . iam the 4.�'z �i and am the authorized representative to accept the above-referenced franchise on behalf of I certify at this franchise and all terms and conditions thereof are accepted by / ) a 1,: _C L , ��nv�thout qualification or reservation. DATED this j day of 06,10 ,�?(- , 20 !9. FRANCHISEE By: Li KE 0ojnmuti,T y Ci r Its: Pk°ESi D E AU Tax Id. No. & AZ i'.'S�22 STATE OF /�� )ss. COUNTY OF /� 6/S ) I certify that I know or have satisfactory evidence that 5/I4 6L' is the person who appeared before me,and said person acknowledged that he/she signed this ipstrument,on oath stated that he/she was authorized to execute the instrument and acknowledged it as the /6'vrS1 el'41 f of the to be the free and voluntary act of such party for the uses and purposes mentioned in the in tru/ment. Dated: Notary Publi �� rAppointment NOUIST jPrintName Z�"� blic My colmnission expires ington es Jul 13,2020 A EXHIBIT B Description of Franchise Area i V` C O d� T � � K ' N O aY A i C I y 3 y ,r m 0 B RECORDED AT THE REQUEST OF AND AFTER RECORDING RETURN TO: County of Mason 100 West Public Works Drive Shelton WA 98584 Attn: County Engineer Title: Star Lake Community Club Franchise Agreement Grantor: COUNTY OF MASON, a legal subdivision of the state of Washington Grantee: STAR LAKE COMMUNITY CLUB Description of Franchise Area: SEE EXHIBIT B