Hearing: Non-Exclusive Franchise to LightSpeed Networks, Inc., Telecommunications Facilities AFTER RECORDING RETURN TO:
Lewis County Public Works Dept.
2025 NE Kresky Avenue
Chehalis,WA 98532
BEFORE THE BOARD OF COMMISSIONERS
FOR LEWIS COUNTY, WASHINGTON
IN THE MATTER OF: a Non-Exclusive Franchise to )
LightSpeed Networks, Inc., to construct, operate and )
maintain Telecommunications Facilities on County ) RESOLUTION NO. 15 -181
Rights-of-Way; and setting forth conditions accompanying ) Non-Exclusive
a grant of a Non-Exclusive Franchise; and providing for ) Telecommunications Franchise
County administration and regulation of said Franchise. )
WHEREAS, LightSpeed Networks, Inc., has applied to the Board of County
Commissioners of Lewis County, pursuant to Chapter 36.55 RCW and Chapters 12.25 through
12.50 LCC, for a non-exclusive Franchise to construct, operate and maintain Telecommunications
Facilities within County Rights-of-Way; and
WHEREAS, the County under Titles 5 & 12 LCC provides for the regulation of use of
County Rights-of-Way for Telecommunications Facilities located in or using County Rights-of-
Way; and
WHEREAS, pursuant to RCW 36.55.040, notice was posted in three public places in the
County seat at least fifteen (15) days before the hearing date, and notice was published twice in the
official County newspaper, the last publication being not less than five (5) days before the date
fixed for the hearing; and
WHEREAS, pursuant to RCW 36.55.040, a hearing on the application for Franchise was
held on the 1c day of OV7 ,2015; and
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WHEREAS, the Board of Commissioners finds that it is in the public interest and has
made a determination under Section 12.35.030 LCC regarding LightSpeed Networks, Inc.,
application for a non-exclusive Franchise to construct, operate and maintain Telecommunications
Facilities within County Rights-of-Way;NOW, THEREFORE
BE IT RESOLVED, by the Board of Commissioners for Lewis County, Washington, that
a non-exclusive Franchise is hereby granted to LightSpeed Networks, Inc. to construct, operate,
and maintain Telecommunications Facilities in Lewis County Rights-of-Way, as described in
Exhibit A, under the following express terms and conditions:
Section 1. Franchise
1.1 Definitions. Terms as used throughout this Franchise shall have the same meanings
given in Section 12.25.020 LCC and Section 12.20.020 LCC. Words not otherwise defined shall be
given their common and ordinary meaning.
1.2 Grant of Franchise. Lewis County, a Washington municipal corporation and
subdivision of the State (hereinafter "County") hereby grants LightSpeed Networks, Inc.,
(hereinafter"Grantee"), a non-exclusive Franchise for the construction, operation, and maintenance
of Telecommunications Facilities within the Rights-of-Way of unincorporated Lewis County. The
following conditions shall apply to the Franchise granted herein:
A. The Franchise granted shall not convey any right, title or interest in the Rights-of-Way
but shall be deemed a Franchise only to use and occupy the Rights-of-Way for the limited purposes
and term stated herein. The Franchise shall not convey any right, title, or interest in Rights-of-Way
that the County has an interest in only through agreement and does not possess an easement in the
right-of-way.
B. The Franchise granted shall not authorize or excuse Grantee from securing such further
easements, leases, permits or other approvals as may be required to lawfully occupy and use the
Rights-of-Way.
C. The Franchise granted shall not be construed as any warranty of title or interest in any
Right-of-Way; it does not provide the Grantee with any interest in any particular location within the
Right-of-Way; and it does not confer rights other than as expressly provided in the grant hereof.
D. No act, event, occurrence or thing shall give Grantee any rights to occupy or use the
Rights-of-Way permanently nor shall operate as an estoppel against the County.
E. This Franchise is granted subject to the terms and conditions contained in Chapter
12.20 LCC, Installation of Utilities on Lewis County Rights-of-Way, and the Lewis County
Telecommunications Ordinance 1171,hereinafter"Ordinance,"as they are now written or as later
amended, which shall apply in addition to the provisions of this Franchise. Provisions of Chapter
12.20 LCC and the Ordinance shall control over inconsistent terms contained in this Franchise;
provided, however, that Section 3.1 of this Franchise, "Release, Indemnity and Hold Harmless,"
shall control for this Franchise over inconsistent provisions of Chapter 12.20 LCC and the
Ordinance as they are currently adopted.
F. The matters contained in Grantee's franchise application and all subsequent applications
or proposals for extensions or renewals of this Franchise, except as inconsistent with law,
regulations or local ordinance, are hereby incorporated by reference.
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G. Grantee shall make its Telecommunications Services available to any customer within
its Franchise territory who shall request such service, subject to the availability of facilities and the
ability of the customer to pay for the Telecommunications Services. Telecommunications Services
shall be provided without discrimination, except as permitted by law, as to the terms, conditions,
rates or charges for Grantee's Telecommunications Services.
H. Grantee shall comply with all applicable service quality and continuity requirements of
state and federal law, including regulatory requirements of the WUTC, which are applicable to
Grantee and its Telecommunications Services.
I. This grant of authority to provide the services described herein shall be limited solely to
those services expressly described and no others. In the event of any ambiguity, this Franchise
agreement shall be strictly construed as to the rights granted herein.
1.3 Term of Franchise. The term of this non-exclusive Franchise shall be five (5)years.
1.4 Non-Exclusive Franchise. The Franchise granted herein shall be non-exclusive. The
County specifically reserves the right to grant, at any time, such rights, permits, licenses and/or
franchises to other Persons to use the Rights-of-Way for similar or different purposes allowed
hereunder as the County deems appropriate. Subject to this Franchise, Grantee shall not prevent or
prohibit the County from constructing, altering, maintaining or using any of said Rights-of-Way, or
affect its jurisdiction over them or any part of them, the County having full power and authority to
make all necessary changes, relocation, repairs, or maintenance of said Rights-of-Way as the
County deems appropriate.
1.5 Renewal Applications. If Grantee desires to renew this Franchise, Grantee shall
comply with Section 12.37.120 LCC.
1.6 Renewal Determinations. Within 120 business days after receiving a complete
application for renewal, the Board shall make a determination on behalf of the County granting or
denying the renewal application in whole or in part. If the renewal application is denied, the
determination shall include the reasons for non-renewal. The criteria in Section 12.37.130 LCC
shall apply when determining whether to grant or deny the application, and the Board may also
consider Grantee's compliance with the requirements of Chapter 12.20 LCC, the Ordinance and
this Franchise.
1.7 Obligation to Cure as a Condition of Renewal. This Franchise shall not be renewed
until any ongoing violations or defaults in Grantee's performance of this Franchise, of the
requirements of the Ordinance, and all applicable laws, statutes, codes, ordinances, rules and
regulations have been cured, or a plan detailing the corrective action to be taken by Grantee has
been approved by the Administrator. Failure to comply with the terms of an approved plan shall be
grounds for non-renewal or immediate revocation of this Franchise.
1.8 Franchise Territory. The Franchise territory shall be that territory set out in Exhibit A
attached hereto and made a part hereof. The Franchise granted herein does not give or grant to
Grantee the right, privilege or authority to install Telecommunications Facilities at any other
location in the County.
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1.9 Right to Require Removal of Property. At the expiration of this Franchise, and if
Grantee has not obtained a new Franchise from the County, the County shall have the right to
require Grantee to remove all or any part of Grantee's Telecommunications Facilities under this
Franchise from the Rights-of-Way and restore the affected area, all at Grantee's expense. Removal
and restoration shall be to the satisfaction of the County Engineer. If Grantee fails to do so, the
County may perform the work or cause it to be done and collect the cost thereof from Grantee. The
actual cost thereof, including direct and indirect administrative costs, shall be a lien upon all
property of Grantee effective upon filing of the lien with the Lewis County Auditor.
Section 2. Operation in Rights-of-Way
2.1 Construction or Alteration.
A. Telecommunications Facilities shall be constructed, operated and maintained in
accordance with this Franchise and all applicable Federal, State and County codes, rules and
regulations, including, but not limited to, Chapter 12.20 LCC and the Ordinance. Grantee shall
comply with all lawful County resolutions and ordinances regarding the acquisition of permits
and/or such other items as may be required in order to construct, operate, and maintain its
Telecommunications Facilities. Grantee shall pay to the County all reasonable costs of granting or
enforcing the provisions of this Franchise including, but not limited to, County fees related to the
issuance of utility permits.
B. Grantee shall not construct,maintain,repair,relocate or remove its Telecommunications
Facilities within the Rights-of-Way without obtaining a utility permit. Applications for utility
permits to construct Grantee's Telecommunications Facilities shall be in compliance with the
provisions of Chapter 12.20 LCC.
C. Within limits reasonably related to the County's role in protecting public health, safety
and welfare, the County may require that Telecommunication Facilities be installed at a particular
time, at a specific place or in a particular manner as a condition of access to a particular Right-of-
Way; may deny access if Grantee is not willing to comply with County's requirements; and may
remove, or require removal of, any facility that is not installed in compliance with the requirements
established by the County, and may require Grantee to cooperate with others to minimize adverse
impacts on the Rights-of-Way through joint trenching and other arrangements.
2.2 Non-Interference. In installing, constructing, operating, repairing, and maintaining its
Telecommunications Facilities, Grantee shall not interfere with the use of the Rights-of-Way by the
County, by the general public or other Persons authorized to use or be present in or upon the
Rights-of-Way. Work in the Right-of-Way, on other public property,near public property,or on or
near private property shall be done in a manner that causes the least interference with the rights and
reasonable convenience of property owners and residents. Grantee's Telecommunication Facilities
shall be constructed and maintained in such manner as not to interfere with any other pipes, wires,
conduits, pedestals, structures, or other facilities that may have been laid in the Rights-of-Way by,
or under, the County's authority. In the event of such interference, the County may require the
removal or relocation of Grantee's Telecommunication Facilities from the property in question at
Grantee's expense.
2.3 Construction Schedule and Notice of Work. Unless otherwise provided herein,
Grantee or any Person acting on Grantee's behalf, shall comply with the notice provisions set out in
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Chapter 12.20 LCC.
2.4 Traffic Control. Grantee shall comply with the traffic control provisions set out in
Chapter 12.20 LCC.
2.5 Relocation or Removal of Telecommunications Facilities. In the relocation or
removal of Grantee's Telecommunications Facilities, Grantee shall comply with Chapter 12.20
LCC and the Ordinance.
2.6 Consistency with Designated Use. Notwithstanding this Franchise to use County
Rights-of-Way, no Right-of-Way shall be used by Grantee if the County determines that such use is
inconsistent with the terms, conditions or provisions by which such Right-of-Way was created or
dedicated, or presently used under State and local laws.
2.7 Restoration of Rights-of-Way. Grantee shall comply with the restoration of Rights-of-
Way conditions set out in Chapter 12.20 LCC.
2.8 Restoration of Improvements. Upon completion of any construction work, Grantee
shall make restoration in accordance with Chapter 12.20 LCC.
2.9 Rights-of-Way and Other Public Property. Grantee shall warrant any restoration
work performed by or for Grantee in the Right-of-Way or on other public property for one (1) year.
If restoration is not satisfactorily performed by the Grantee within a reasonable time, the County
may, after 48 hours prior notice to the Grantee, or without notice where the disturbance or damage
may create a risk to public health or safety, cause the repairs to be made and recover the cost of
those repairs from the Grantee. Within thirty (30) days of receipt of an itemized list of those costs,
including the costs of labor,materials and equipment,the Grantee shall pay the County.
2.10 Telecommunications Facilities Maps. Grantee shall provide the County with
Telecommunications Facilities maps in accordance with Section 12.20 LCC and the Ordinance.
2.11 As-Built Drawings. If an Engineer's Certification is required under Chapter 12.20
LCC, then, in addition to the requirements of Section 2.10 of this Franchise, Telecommunications
Facilities maps, Grantee shall provide as-built drawings in accordance with Chapter 12.20 LCC.
2.12 Aesthetic and Scenic Considerations. Grantee shall comply with Chapter 12.20
LCC.
2.13 Damage to Grantee's Telecommunications Facilities. To the extent permitted by
Washington law, the County shall not be liable for any damage to or loss of any of Grantee's
Telecommunications Facilities or any interruption in Telecommunications Services within the
Rights-of-Way as a result of or in connection with any emergency removal or relocation, public
works, public improvements, construction, excavation, grading, filling, or work of any kind in the
Rights-of-Way by or on behalf of the County or any Person under contract with the County, except
for damage caused solely by the negligence of the County, including, but not limited to, damages,
losses, or liability arising from the negligent issuance or approval by the County of a permit, license
or franchise to any third party.
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2.14 Location of Telecommunications Facilities. All Telecommunications Facilities
shall be constructed, installed, and located in accordance with Chapter 12.20 LCC and the
Ordinance. Consistent with any general County undergrounding policy or program now or
hereafter developed, the County may require Grantee's participation in County-imposed
undergrounding or related requirements at Grantee's expense. Grantee agrees to coordinate its
underground installation and planning activities with the County's underground plan and policies.
2.15 Hazardous Substances.
A. Grantee shall comply with any and all applicable laws, statutes, regulations and orders
concerning hazardous substances relating to Grantee's Telecommunications Facilities in the Rights-
of-Way.
B. Grantee agrees to indemnify the County against any claims, costs, and expenses, of any
kind, whether direct or indirect, incurred by the County arising out of a release of hazardous
substances caused by Grantee's Telecommunications Facilities.
2.16 Notice to Private Property Owners Grantee shall give notice to private property
owners of work on or adjacent to private property.
2.17 County Use of Trenching. The Grantee and the County recognize that situations
may occur in the future where the County may desire to place its own cable or conduit in trenches
or bores opened by the Grantee. The Grantee agrees to cooperate with the County in any
construction by the Grantee that involves trenching or boring, provided that the County has first
notified the Grantee in some manner that it is interested in sharing the trenches or bores in the area
where the Grantee's construction is occurring. The Grantee shall allow the County to lay its cable
or conduit in the Grantee's trenches and bores, provided the County shares in the cost of the
trenching and boring on the same terms and conditions as the Grantee at that time shares the total
cost of trenches and bores. The County shall be responsible for maintaining its respective cable or
conduit buried in the Grantee's trenches and bores under this paragraph.
2.18 Movement of Telecommunication Facilities for Other Franchise Holders If any
removal, replacement, modification or disconnection of the Telecommunication System is required
to accommodate the construction, operation or repair of the facilities or equipment of another
County franchise holder, Grantee shall, after at least thirty (30) days' advance written notice, take
action to effect the necessary changes requested by the responsible entity. Grantee may require that
the costs associated with the removal or relocation be paid by the benefited party.
2.19 Work of Contractors and Subcontractors. Grantee's contractors and subcontractors
shall be licensed and bonded in accordance with state law. Work by contractors and subcontractors
is subject to the same restrictions, limitations and conditions as if the work were performed by
Grantee. Grantee shall be responsible for all work performed by its contractors and subcontractors
and others performing work on its behalf as if the work were performed by it, and shall ensure that
all such work is performed in compliance with this Franchise and other applicable law, and shall be
jointly and severally liable for all damages and correcting all damage caused by them. It is Grantee's
responsibility to ensure that contractors, subcontractors or other persons performing work on
Grantee's behalf are familiar with the requirements of this Franchise and other applicable laws
governing the work performed by them.
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2.20 Inspection of Construction and Facilities. The County may inspect any of Grantee's
facilities, equipment or construction at any time upon at least twenty-four (24) hours notice, or, in
case of emergency, upon demand without prior notice. The County shall have the right to charge
generally applicable inspection fees therefor. If an unsafe condition is found to exist,the County, in
addition to taking any other action permitted under applicable law,may order Grantee,in writing,to
make the necessary repairs and alterations specified therein forthwith to correct the unsafe condition
by a time the County establishes. The County has the right to correct, inspect, administer and repair
the unsafe condition if Grantee fails to do so, and to charge Grantee therefor.
2.21 Stop Work.
A. On notice from the County that any work is being performed contrary to the provisions
of this Franchise, or in an unsafe or dangerous manner as determined by the County, or in violation
of the terms of any applicable permit, laws, regulations, ordinances, or standards, the work may
immediately be stopped by the County.
B. The stop work order shall:
(1)Be in writing;
(2)Be given to the Person doing the work,or posted on the work site;
(3) Be sent to Grantee by overnight delivery at the address given herein;
(4)Indicate the nature of the alleged violation or unsafe condition; and
(5)Establish conditions under which work may be resumed.
Section 3. Financial Provisions
3.1 Financial Security. LCC 12.20 states that the County may require financial security to
insure completion of construction before any construction work is started by Grantee. After
consideration of the type of project planned by Grantee, and that the Permit issued by the Public
Works Department before construction starts may require a bond, financial security is not being
required as part of this franchise.
3.2 Release,Indemnity and Hold Harmless.
A. In addition to and distinct from the insurance requirements of this Franchise, Grantee
releases and shall defend, indemnify and hold harmless County, its elected and appointed officers,
officials, employees, agents,and representatives (collectively referred to as the"Indemnitees")from
any and all claims, losses, costs, liabilities, damages and expenses, including, but not limited to,
those of Grantee's lessees, (except those damages caused solely by the negligence of the
Indemnitees), and also including,but not limited to,reasonable attorneys' fees: 1) arising out of or
alleged to arise out of any claim for damages for Grantee's violation of infringement of any
copyright, trademark, trade name, service mark or patent, or of any other right of any Person; 2)
arising out of or in connection with Grantee's acts or omissions during the installation of any
Telecommunications Facilities, the performance of any work, the operation of any
Telecommunications Facilities or Grantee's system; and 3) arising out of or in connection with the
acts or omissions of Grantee or any of its suppliers or contractors of any tier, or anyone acting on
Grantee's behalf in connection with said installation of Telecommunications Facilities,performance
of work,or operation of Telecommunications Facilities or Grantee's system.
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B. Such indemnity, protection and hold harmless shall include any demand, claim, suit or
judgment for damages to property or injury to or death of Persons, including officers, agents, and
employees of any Person including payment made under or in connection with any Worker's
Compensation Law or under any plan for employees' disability and death benefits, which may arise
out of or be caused or contributed to directly or indirectly by the erection, maintenance, presence,
operation, use or removal of Grantee's Telecommunications Facilities or installations of
Telecommunications Facilities including any claims or demands of customers of Grantee with
respect thereto.
C. Indemnitees shall not be liable to Grantee or to Grantee's customers, and Grantee hereby
indemnifies, protects and saves harmless the Indemnitees against any and all such claims or
demands, suit or judgment for loss, liability, damages and expense by Grantee's customers, or for
any interruption to the service of Grantee, or for interference with the operation of the
Telecommunications Facilities.
D. To the fullest extent permitted by applicable law, the foregoing release, indemnity and
hold harmless provisions shall apply to and be for the benefit of the Indemnitees.
E. Inspection or acceptance by the County of any work performed by Grantee shall not be
grounds for avoidance by Grantee of any of its obligations under this Section. Said indemnification
obligations shall extend to claims which are not reduced to a suit and any claims which may be
compromised prior to the culmination of any litigation or the institution of any litigation.
F. In the event of liability for damages arising out of bodily injury to persons or damages to
property caused by or resulting from the concurrent negligence of Grantee and the County,
Grantee's liability hereunder shall be only to the extent of Grantee's negligence. It is further
specifically understood that the indemnification provision provided herein constitutes Grantee's
waiver of immunity under Title 51 RCW, solely for the purposes of this indemnification. This
waiver has been mutually negotiated by the parties.
G. The provisions of Section 3.2 shall survive the expiration or termination of this
Franchise. Further, all provisions of Section 3.2 shall apply to the successors and assigns of
Grantee.
H. Procedures and Defense. If a claim or action arises, the County or any other
indemnified party shall tender the defense of the claim or action to the Grantee, which defense shall
be at the Grantee's expense. The County may participate in the defense of a claim and, in any
event, the Grantee may not agree to any settlement of claims financially affecting the County
without the County's written approval, which shall not be unreasonably withheld.
I. Duty of Defense. The fact that the Grantee carries out any activities under this Franchise
though independent contractors shall not constitute an avoidance of or defense to the Grantee's duty
of defense and indemnification under this Section.
3.3 Insurance. As a condition of this Franchise, Grantee shall secure and maintain the
following liability insurance policies.
A. Umbrella Liability Insurance. LS Networks shall maintain umbrella liability insurance
coverage, in an occurrence form, over underlying commercial liability and automobile liability.
On or before the date this Franchise is fully executed by the parties, LS Networks shall provide
the County with a certificate of insurance as proof of umbrella coverage with a minimum liability
limit of Five Million Dollars ($5,000,000). The insurance shall be with an insurance company or
companies rated A-VII or higher in Best's Guide and authorized to conduct business in the State
Page 8 of 15
of Washington. Lewis County needs to be named as "Primary, Non-contributory Additionally
Insured."
B. Business Automobile Liability insurance for owned, non-owned and hired vehicles with
limits of not less than two million dollars ($2,000,000) per person, three million dollars
($3,000,000)per accident.
C. Workers' Compensation insurance as required by Title 51 RCW and Employer's
Liability Coverage with a limit of not less than one million dollars ($1,000,000).
D. The insurance policies required by Section 3.3 shall be maintained at all times by
Grantee. Each liability policy shall be endorsed to require the insurer to notify the County at least
forty-five (45) days before the policy can be canceled by either party, and to require notice of
cancellation due to non-payment of premium to be mailed to the Administrator as well as the
named insured. Grantee will be obligated to replace or renew the canceled or expiring policy and
show proof in the form of a certificate of insurance, at least twenty(20) days before the expiration
or cancellation of the existing policy(ies).
E. Grantee shall furnish the County Risk Manager with properly executed certificates of
insurance or a signed policy endorsement which shall clearly evidence all insurance required in
Section 3.3.
F. Grantee or its agent will provide a copy of any and all insurance policies specified in this
Franchise upon request of the Administrator.
G. The insurance limits mandated for any insurance coverage required by this Franchise are
not intended to be an indication of limits of exposure nor are they limitations on liability or
indemnification.
H. By acceptance of this Franchise, Grantee agrees that failure to procure or maintain the
required insurance shall constitute a material breach of this Franchise and that the County may
immediately terminate this Franchise or, at the County's discretion, procure or renew such
insurance to protect the County's interests and be reimbursed by Grantee for all premiums paid in
connection therewith.
3.4 Compensation. The Franchise granted hereunder is subject to the County's right,
which is expressly reserved, to annually fix a fair and reasonable compensation for the
authorization granted hereunder, and to reimburse the County's costs in connection with
administration and oversight of this Franchise, and in connection with reviewing, inspecting,
monitoring and supervising the use and occupancy of the Rights-of-Way. Nothing herein shall
prohibit the County and Grantee from agreeing upon the compensation to be paid.
This Franchise shall not be interpreted to prevent the County from imposing additional
lawful conditions, including additional compensation conditions for use of the Rights-of-Way,
should Grantee provide service other than Telecommunication Service.
3.5 Reimbursement. Except as provided in Subsection 3.4, Grantee shall reimburse the
County within thirty (30) calendar days after receipt of written demand for all reasonable amounts
paid and costs incurred by the County in relation to this Franchise or the enforcement thereof.
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Section 4. Additional Franchise Provisions
4.1 Publication Costs. Grantee shall assume the costs of publication associated with this
Franchise as such publication is required by law.
4.2 Vacation.
A. If the County vacates all or portion of any County Rights-of-Way which is subject to
rights granted by this Franchise, and said vacation is for the purpose of acquiring the fee or other
property interest in said Rights-of-Way for the use of the County in either its proprietary or
governmental capacity, the Board may, at its option and by giving forty-five (45) days written
notice to Grantee, terminate this Franchise with reference to any County Rights-of-Way so vacated,
and the County shall not be liable for any damages or loss to Grantee by reason of such termination.
B. Whenever a County Right-of-Way or any portion thereof is vacated upon a finding that
it is not useful and the public will be benefited by the vacation, the County may retain an easement
in respect to the vacated land for the construction, repair and maintenance of public utilities and
services which at the time of the vacation are specifically authorized under this Franchise or
physically located on a portion of the land being vacated,but only in accordance with the provisions
of RCW 36.87.140. The County shall not be liable for any damages or loss to Grantee by reason of
any such vacation.
4.3 Eminent Domain. This Franchise is subject to the power of eminent domain and the
right of the Board or the people acting for themselves through the initiative or referendum process
to repeal, amend, or modify this Franchise. In any proceeding under eminent domain, this
Franchise itself shall have no value.
4.4 Revocation or Termination.
A. This Franchise may be revoked as provided in the Ordinance after notice, an opportunity
to cure, and a hearing as provided in the Ordinance.
B. In addition to Section 4.4 A. of this Franchise, upon failure of Grantee, after written
notice, to perform properly and completely each term, condition, or obligation imposed upon it
pursuant to this Franchise, the County may terminate this Franchise.
C. At the expiration of the term of this Franchise or upon its revocation or termination, the
County shall have the right to require Grantee to remove its Telecommunications Facilities within
ninety (90) days from the County Rights-of-Way. Grantee shall be liable for any costs incurred in
removing any Telecommunications Facilities of Grantee and restoring any County Rights-of-Way.
In removing its plant, structures and equipment, Grantee shall refill, at its own expense, any
excavation that is made by it and shall leave all Rights-of-Way, public places and private property
in as good condition as that prevailing prior to Grantee's removal of its equipment without affecting
the electrical or telephone cable wires or attachments. The indemnification and insurance provisions
and the letter of credit shall remain in full force and effect during the period of removal, and
Grantee shall not be entitled to, and agrees not to request, compensation of any sort therefor.
D. If Grantee fails to remove its Telecommunications Facilities to the County's satisfaction
in the time frame required by the County, the County may perform the work and collect the cost
thereof from Grantee. The actual cost thereof, including direct and indirect administrative costs,
shall be a lien upon all plant and property of Grantee effective upon filing of the lien with the
County Auditor.
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E. A revocation or termination of this Franchise shall not prejudice any other remedy for
breach of contract, damages, non-payment or otherwise which the County has under this Franchise
or under law.
4.5 Modification. The County and Grantee reserve the right to modify the terms and
conditions of this Franchise upon written agreement of both parties to such modification or in the
exercise of the County's police power authority or other authority pursuant to applicable laws.
4.6 Franchise Subject to Future County Ordinances and Regulations. Nothing herein
shall be deemed to restrict the County's ability to adopt and enforce all necessary and appropriate
ordinances regulating the performance of the conditions of this Franchise, including any valid
ordinance made in the exercise of the County's police powers in the interest of public safety and for
the welfare of the public. The County shall have the authority at all times to control by appropriate
regulations the location, elevation, manner of construction and maintenance of any
Telecommunications Facilities by Grantee. Grantee agrees to promptly conform to all such
regulations as if they were in effect at the time this Franchise was executed by the County, unless
compliance would cause Grantee to violate other requirements of law. In the event of a conflict
between the provisions of this Franchise and any ordinance(s) enacted under the County's police
power authority, such ordinance(s) shall take precedence over the provisions set forth herein.
4.7 Assignments or Transfers. Grantee shall comply with the Ordinance regarding
assignments, lease, sharing, transfers, and transactions affecting direct or indirect interest or control.
In no event shall a sale, lease, sharing, transfer, assignment, or disposal of ownership, interest or
control be approved without the transferee acknowledging the obligations under the Ordinance,
becoming a signatory to this Franchise and assuming all rights and obligations hereunder, and
assuming all other rights and obligations of the transferor to the County.
4.8 Receivership and Foreclosure
A. At the option of the County, subject to applicable law, this Franchise may be revoked
one hundred twenty (120) days after the appointment of a receiver or trustee to take over and
conduct the business of Grantee whether in a receivership, reorganization, bankruptcy or other
action or proceeding,unless:
(1) The receivership or trusteeship is vacated within one hundred twenty (120) days of
appointment; or
(2) The receivers or trustees have, within one hundred twenty(120) days after their election
or appointment, fully complied with all the terms and provisions of this Franchise, and have
remedied all defaults under the Franchise. Additionally, the receivers or trustees shall have
executed an agreement duly approved by the court having jurisdiction, by which the
receivers or trustees assume and agree to be bound by each and every term, provision and
limitation of this Franchise.
B. If there is a foreclosure or other involuntary sale of the whole or any part of the property
and equipment of Grantee, the County may serve notice of revocation on Grantee and to the
purchaser at the sale, and the rights and privileges of Grantee under this Franchise shall be revoked
thirty(30) days after service of such notice,unless:
(1) The County has approved the transfer of the Franchise, in accordance with the
procedures set forth in this Franchise and as provided by law; and
(2) The purchaser has covenanted and agreed with the County to assume and be bound by
Page 11 of 15
all of the terms and conditions of this Franchise.
4.9 Incorporation and Annexation.
A. If any Rights-of-Way covered by this Franchise are incorporated into the limits of any
city or town, this Franchise shall terminate as to any Rights-of-Way within the corporate limits of
such city or town; but this Franchise shall continue as to County Rights-of-Way not incorporated
into a city or town.
B. If, pursuant to Article XI § 3 of the Washington Constitution, territory is stricken or
taken from the County and a new county is established from the territory taken from the County,
this Franchise shall terminate as to any Rights-of-Way within the territory so taken to establish the
new county; but this Franchise shall continue as to County Rights-of-Way not taken from the
County.
4.10 Service of Notice. Except as provided herein, any notices required or permitted to be
given under this Franchise shall be deemed properly served when deposited with the United States
Postal Service,postage paid, addressed to the party to receive same.
Notice to the County shall be sent to: Notice to Grantee shall be sent to:
Lewis County Public Works Department LightSpeed Networks, Inc.
Real Estate Services Division 921 SW Washington, Suite 370
Property Management Section Portland, OR 97205
2025 NE Kresky Avenue
Chehalis,WA 98532
Grantee shall promptly notify the County of any change in notice address.
4.11 Open Records. The County, including the County's Auditor or his/her authorized
representative, shall have access to, and the right to inspect, any books and records of Grantee, its
parent corporations and Affiliates which are reasonably related to the administration or enforcement
of the terms of this Franchise. The County may, in writing, request copies of any such records or
books and Grantee shall provide such copies within thirty (30) days of the transmittal of such
request. One (1) copy of all reports and records required under this or any other subsection shall be
furnished to the County, at the sole expense of Grantee.
4.12 Severability. The parties understand and agree that if a court holds any part, term, or
provision of this Franchise to be illegal, or invalid in whole or in part, the validity of the remaining
provisions shall not be affected, and the parties' rights and obligations shall be construed and
enforced as if the Franchise did not contain the particular invalid provision. Should the County
determine that the severed portions substantially alter the Franchise so that the original intent and
purpose of this Franchise no longer exists, the County may, in its sole discretion, terminate this
Franchise without cost or penalty.
4.13 Remedies. All remedies and penalties under this Franchise, including termination of
this Franchise, are cumulative, and the recovery or enforcement of one is not a bar to the recovery
or enforcement of any other such remedy or penalty. The remedies and penalties contained in this
Franchise, including termination of this Franchise, are not exclusive, and the County reserves the
Page 12 of 15
right to enforce the provisions of any ordinance or resolution and to avail itself of any and all
remedies available at law or in equity.
4.14 Nonwaiver of Rights. The County and Grantee agree that the excuse or forgiveness
of performance, or waiver of any provision(s) of this Franchise does not constitute a waiver of such
provision(s) or future performance, or prejudice the right of the waiving party to enforce any of the
provisions of this Franchise at a subsequent time.
4.15 Choice of Law. This Franchise has been and shall be construed as having been made
and delivered within the State of Washington, and it is agreed by each party hereto that this
Franchise shall be governed by the laws of the State of Washington,both as to its interpretation and
performance.
4.16 Jurisdiction. Any action at law, suit in equity, or judicial proceeding arising out of
this Franchise shall be instituted and maintained only in any of the courts of competent jurisdiction
in Lewis County,Washington.
4.17 Context. When consistent with the context, words used in the present tense include
the future tense, words in the plural number include the singular number, and words in the singular
number include the plural number.
4.18 Entire Agreement. The parties agree that this Franchise is the complete expression
of the terms and conditions hereunder, and supersedes all prior agreements or proposals except as
specifically set forth herein. Any oral or written representations or understandings not incorporated
herein are specifically excluded. This Franchise is executed in duplicate originals and executed by
the persons signing below who warrant that they have the authority to execute this Franchise.
4.19 Familiarity with Franchise. The Grantee acknowledges and warrants by acceptance
of the rights, privileges and agreements granted herein, that it has carefully read and fully
comprehends the terms and conditions of this Franchise and is willing to and does accept all lawful
and reasonable risks of the meaning of the provisions, terms and conditions herein.
4.20 Acceptance. Within thirty (30) days after adoption of this Franchise by the Board,
this Franchise may be accepted by Grantee by executing this Franchise in duplicate, filing it with
the Clerk of the Board. Further, the executed Franchise shall be returned accompanied by the
required evidence of insurance as provided in Sec. 3.3 of this Franchise. In the event Grantee fails
to accept this Franchise or fails to comply with all conditions of acceptance as set forth herein
within thirty(30) days after adoption by the Board,this Franchise shall be null and void.
Page 13 of 15
DONE IN OPEN SESSION this 15 day of i J(,' C, •
ACCEPTANCE: BOARD OF COMMISSIONERS
for Lewis County,Washington
LightSpeed Networks,Inc.
Grantee
• Y'/ *
By `— ChairmA(Authorized '
Signatory&Representative) /
Its: /1065,DE.t/r `�C6c) 1_ __ _ •
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VirVChairman
ATTEST: ®,� ns co4®,
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Clerk of the Board ` ®®�" ``' rlss ��*�
A�°f;''s Jstco�' ^• APPROVED AS TO FORM:
of County Commissioners ,,
®' Jonathan L.Meyer,P '.--cuting Attorney
By:
Civil D 47
Page 14 of 15
Exhibit A
Any and all county roads in Lewis County, WA, not within the limits of any
incorporated city or town.
Page 15 of 15
Executive Summary
BOCC Meeting Date:
2015-06-15
Contact:
Larry Unzelman
Department:
Public Works
Wording
Approving a franchise to construct, operate and maintain telecommunication facilities on County
Rights-of-Way in Lewis County, Washington
Description
Lewis County Code 12.20 and RCW 36.55 require that all utility installations on county road rights of
way be authorized by a franchise/license from the County. An application for a license has been
received from LightSpeed Networks, Inc. to construct, operate, and maintain telecommunication
facilities within County Rights of Way.
A hearing was set by Resolution 15-149 on May 18, 2015 to give all required notices to the public.
Recommendation
Pass the Resolution to grant a Franchise to LightSpeed Networks, Inc.
Other
BOCC AGENDA ITEM SUMMARY
Resolution #: 15- 1), BOCC Meeting Date: Jun 15, 2015
Suggested Wording for Agenda Item: Agenda Type: Hearing
Approving a franchise to construct, operate and maintain telecommunication facilities on County Rights-of-
Way in Lewis County, Washington
RECEIVED
Brief Reason for BOCC Action:
This resolution approves a franchise to LightSpeed Networks, Inc. JUN 04 2015
..EWES CO. PROS. ATTY.
Submitted By: Amrine, Kim Phone: 1183
Date Submitted: May 20, 2015
Contact Person Who Will Attend BOCC Meeting: Larry Unzelman
Action Needed: Approve Resolution
Publication Requirements:
Hearing Date: Jun 15, 2015
Publications:
Publication Dates:
Additional Copies
Larry Unzelmann 111*--
Kim Amrine
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AFFIDAVIT OF PUBLICATION NOTICE OF HEARING
STATE OF WASHINGTON GIV-
EN hatlSthe HEREBY
Board lof
County Commissioners
COUNTY OF LEWIS (BOCC), Lewis County,
Washington, has received
an application from Light-
Amanda Curry,says that she is the legal clerk of speed Networks, Inc. for a
franchise to construct, op-
The p erate and maintain tele-
TheDrate communication facilities on
1 all county roads in Lewis
County,WA
a semi-weekly newspaper,which has been established, The Franchise being con
published in the English language, and circulated sidered is for a period of
continuously as a semi-weekly newspaper in the City of five years.
Centralia,and in said County and State,and of Said application and all
general circulation in said county for more than six(6) related materials ials have
months prior to the date of the first publication of the been reviewed by the
Notice hereto attached,and that the said Chronicle was BOCC and found appropri
ate for further proceedings.
on the 7th day of July 1941,approved as a legal
newspaper by the Superior Court of said Lewis County. A hearing on said franchise
will be held on the 15th day
of June, 2015, at or after
And that the attached is a true copy and was published the hour of 10:00 a.m., in
in regular issues(and not in supplement form)of the Commissioners Hear-
said newspaper as Legal Ad#83496 ing Room on the 2nd floor
of the Historical Court-
house in Chehalis, Wash-
once each atilt> for a period of 2 ington,when and where all
persons may appear and
be heard upon the granting
consecutive of said License.
commencing on 05/19/2015 RCW 36.55.040 requires
g that notice of hearing be
posted in three public
and ending on 05/26/2015 places in the county seat of
and both regularly distributed to its subscribers during the county at least 15 days
before the day fixed for
all of said period.That the full amount of the fee hearing, and also publish-
charged for the foregoing publication is the sum of ed two times in the official
$73.60 newspaper of the county,
6A417Y1 the last publication to be
not less than 5 days before
the day fixed for hearing.
Dated May 18,2015
Subs •s-• ,nd sworn to on 05/ e/2015
Kari Muir,CMC
J Ai _. %b Clerk of the Lewis County
_ �L
& Board
of County Commissioners
Notary Public in and for the State of Washington,
residing at Publish:Chronicle
g May 19&26,2015
elyt4AO) 83496 May 19 & 26,
L#2015
Published in The Chronicle
`,� pARq /ii
�,��Q\#EXPO'.,'i
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' FEB.'It"V'e`��
s'/'/.11.0011%"‘TE Q �``‘
BEFORE THE BOARD OF COUNTY COMMISSIONERS
OF LEWIS COUNTY, WASHINGTON
IN THE MATTER OF: }
A franchise to LightSpeed Networks, Inc. to construct, } Resolution No. 6- iL-11
operate and maintain a telecommunications network }
on county road rights of way in Lewis County, Washington }
WHEREAS, Lewis County Code 12.20 and RCW 36.55 require that all utility installations on
county road rights of way be authorized by a franchise from Lewis County; and
WHEREAS, an application for a franchise has been received by the Board of County
Commissioners (BOCC) from LightSpeed Networks, Inc. to construct, operate and maintain a
telecommunications network on all county roads in Lewis County, WA; and
WHEREAS, said application and all related materials have been reviewed by the BOCC and
found appropriate for further proceedings.
NOW, THEREFORE, BE IT RESOLVED that the 15th day of June, 2015, at or after the hour of
10:00 a.m., in the Commissioners Hearing Room on the 2nd floor of the Historical Courthouse in
Chehalis, Washington, has been fixed by said Board as the time and place for the hearing on said
Franchise request when and where all persons may appear and be heard upon the granting of the
Franchise. The Clerk of the Board is hereby instructed to proceed with all appropriate and necessary
notifications, posting and publication as required by RCW 36.55.040.
DONE IN OPEN SESSION this 18th day of May, 2015.
.. scouNT �°® BOARD OF COUNTY COMMISSIONERS
, \34 '1, 0.4 isLEWIS COUNTY, WASHINGTON
° 'r SINCE 1....ATTE T: ®�, �o z 4i�iA A` 1 -�i�j
®* c& 1845 Ai ° Edna J. F+ •, ' hl
Karri Muir, CMC, Clerk f the Lewsv9o 'n�c° %_ s/ •
County Commissioners 's e•.•• P. P'Schulte ice Chair
i S//-1-L7f,--
Board of Co y ,
APPROVED AS TS ORM: Gary Stamper, Commissioner
Jonathan;, . e -r, P,•secuting Attorney
By: � .,�_ e ►
' ivil Deputy Chronicle
May 19 & 26, 2015
Executive Summary
BOCC Meeting Date:
2015-05-18
Contact:
Tim Elsea
Department:
Public Works
Wording
A franchise to LightSpeed Networks, Inc. to construct, operate and maintain a telecommunications
network on county road rights of way in Lewis County, Washington
Description
Lewis County Code 12.20 and RCW 36.55 require that all utility installations on county road rights of
way be authorized by a franchise from Lewis County. An application for a franchise has been received
by the Board of County Commissioners (BOCC) from LightSpeed Networks, Inc. to construct, operate
and maintain a telecommunications network on all county roads in Lewis County, WA. LightSpeed
Networks was granted a franchise over specific county roads in 2013 but now desires a countywide
franchise to serve additional areas. The application and all related materials have been reviewed by
the BOCC and found appropriate for further proceedings. This resolution sets June 15, 2015, at or
after the hour of 10:00 a.m., as the time for the hearing on said Franchise request and instructs the
Clerk of the Board to proceed with all appropriate and necessary notifications, posting and publication
as required by RCW 36.55.040.
Recommendation
Other
BOCC AGENDA ITEM SUMMARY
Resolution #: 15- 14°\ BOCC Meeting Date: May 18, 2015
Suggested Wording for Agenda Item: Agenda Type: Notice
A franchise to Lightspeed Networks,Inc. to construct, operate and maintain a telecommunications network on
county road rights of way in Lewis County,Washington
Brief Reason for BOCC Action:
This resolution would set a hearing date to consider granting a telecommunications franchise to Lightspeed Networks,
Inc..
Submitted By: Unzelman, Larry Phone: 1183 RECEIVED
Date Submitted: Apr 29,2015
Contact Person Who Will Attend BOCC Meeting: Tim Elsea MAY 0 7 2015
Action Needed: Notice for Public Hearing /!
LEWIS CO. PROS. ATTY.
\1
Publication Requirements:
Hearing Date: Jun 15,2015
Publications: Chronicle 2015-5-19 , 2015-5-26
Publication Dates:
Approvals:
User Group Status
Elsea, Tim Public Works Pending
Amrine,Kim Public Works Pending