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HomeMy WebLinkAboutResolution_Franchise Amendment_Vantage WindKITTITAS COUNTY DEPARTMENT OF PUBLIC WORKS AGENDA STAFF REPORT AGENDA DATE: July 21, 2026 ACTION REQUESTED: Request to Approve a Resolution to Amend a Non -Exclusive Electrical Franchise Agreement with Vantage Wind Energy, LLC BACKGROUND: Kittitas County entered into a Non -Exclusive Franchise Agreement in August of 2009. Vantage Wind Energy, LLC reached out to Kittitas County in July of 2025 requesting to amend said Franchise, extending the term of the agreement to December 31, 2041, to coincide with an operational agreement with Puget Sound Energy. All other terms of said Franchise Agreement shall remain the same. Public Works worked with the Prosecuting Attorney's Office on review of said Amendment and the Amendment will be recorded at the Kittitas County Auditor's Office after approval. All necessary application fees were paid by Vantage Wind Energy, LLC. INTERACTION: Public Works, Prosecuting Attorney's Office RECOMMENDATION: Approve a Resolution to Amend a Non -Exclusive Electrical Franchise Agreement with Vantage Wind Energy, LLC HANDLING: Return one original Resolution to Public Works and Return Original Franchise Amendment for Recording to Public Works ATTACHMENTS: Resolution; Franchise Amendment LEAD STAFF: Josh Fredrickson Public Works Director KITTITAS COUNTY STATE OF WASHINGTON NON-EXCLUSIVE FRANCHISE TO USE COUNTY ROADS, RIGHTS -OF -WAY AND OTHER COUNTY PROPERTY WITHIN KITTITAS COUNTY Application of Vantage Wind Energy LLC for Electrical facilities over, along and under Kittitas County roads, rights -of -way and other County property in Kittitas County, Washington. WHEREAS: Vantage Wind Energy LLC hereinafter referred to as "Vantage Wind Energy LLC" is a wind energy company providing electrical facilities in Ellensburg, WA; and WHEREAS: Vantage Wind Energy LLC desired route through Kittitas County, hereinafter referred to as "COUNTY" requires the use of certain portions of COUNTY rights -of -way for the installation, operation, and maintenance of its Facilities (as defined below); and WHEREAS: the COUNTY also recognizes that the use of public rights -of -way must be restricted to allow for the construction of amenities necessary to serve the future needs of the citizens of Kittitas and that the coordination, planning, and management of the COUNTY'S rights -of -way is necessary to ensure that the burden of costs for the operations of non -municipal interests are not borne by the citizenry; and WHEREAS: The public hearing came on regularly before the County Commissioners on . 19 ,_, 2009, under the provisions of RCW Chapter 36.55, 6d it appeared to the Board that notice of said hearing had been duly given as required by law and that it is in the public interest to grant the franchise herein granted; and WHEREAS: having afforded the public adequate notice and opportunity for comment, the COUNTY desires to enter into this Franchise with Vantage Wind Energy LLC for the construction and operation of its Facilities in the COUNTY on the terms set forth herein; and WHEREAS: the COUNTY and Vantage Wind Energy LLC have complied with all Federal and State -mandated procedural and substantive requirements pertinent to this franchise; and Vantage Wind Energy LLC Franchise Agreement NOW THEREFORE IT IS ORDERED: Section 1 - Non-exclusive Franchise Granted. The COUNTY hereby grants to Vantage Wind Energy LLC, subject to the conditions prescribed in this Franchise Agreement, the franchise rights and authority to construct replace, repair, monitor, maintain, use and operate Facilities necessary for electrical transmission, within the COUNTY -owned rights -of -way generally described below, and shown in Exhibit A, and hereinafter referred to as the "Franchise Route". The franchise rights and authority granted herein is hereinafter called the "Franchise". "Facilities" means all of Vantage Wind Energy LLC's electric transmission and distribution systems, including but not limited to poles (with or without cross arms), wires, lines, conduits, cables, communication and signal lines, braces, guys, anchors, vaults and meter -reading devices, and any other necessary or convenient equipment, attachments, appliances and other facilities and appurtenances thereto, whether the same be located over or under ground. Such Franchise shall not be deemed to be exclusive to Vantage Wind Energy LLC and shall in no way prohibit or limit the COUNTY's ability to grant other franchises, permits, or rights along, over, or under the Franchise Route to which this Franchise relates; provided, that such other franchises do not unreasonably interfere with Vantage Wind Energy LLC's exercise of franchise rights granted herein as determined by the COUNTY. This Franchise shall in no way interfere with existing utilities or in any way limit, prohibit, or prevent, the COUNTY from using the Franchise Route or affect the COUNTY's jurisdiction over such area in any way. The owners of all other franchises, public or private, installed prior in time to the work of Vantage Wind Energy LLC shall have preference as to the positioning and location of such utilities. Such preference shall continue in the event of relocation or grade/elevation changes of any COUNTY right-of-way. Section 2. Authority. The Director of Public Works or his or her designee is hereby granted the authority to administer and enforce the terms and provisions of this Franchise and may develop such rules, policies, and procedures as he or she deems necessary to carry out the provisions contained herein. Section 3. Construction Provisions and Standards. The following provisions shall be considered mandatory and failure to abide by any conditions described herein shall be deemed as non-compliance with the terms of this franchise and may result in some or all of the penalties specified in Section 4. See KCC 12.56. A. Permit Required - No construction, maintenance, or repairs (except for emergency repairs as determined reasonably by Vantage Wind Energy LLC, in which case Vantage Wind Energy LLC will notify of such repairs as soon as practicable) shall be undertaken in the franchise route without first obtaining a Construction Permit from the COUNTY Department of Public Works. The parties recognize that time is of the essence for Vantage Wind Energy LLC in completing these activities, and the Vantage Wind Energy LLC 2 Franchise Agreement COUNTY will therefore process the Construction Permit, or any other necessary authorization, in a timely fashion, and shall not unreasonably withhold or delay its approval of any Construction Permit or other authorization. B. Coordination - All capital construction projects performed by Vantage Wind Energy LLC within the Franchise Route shall be inspected by either an inspector employed by the COUNTY or an independent contractor inspector selected by Vantage Wind Energy LLC and approved by the COUNTY, such approval not to be unreasonably withheld. All work and inspection shall be coordinated with the Engineering Division of the Public Works Department to ensure consistency with COUNTY infrastructure, future COUNTY Capital Improvement Projects, all developer improvements, and pertinent codes and franchises. C. Construction Standards - Any construction, installation, maintenance, repair, and restoration activities performed by or for Vantage Wind Energy LLC within the Franchise Route shall be conducted and located so as to produce the least amount of interference with the free passage of pedestrian and vehicular traffic. All construction, installation, maintenance, traffic control, repair and restoration activities shall be conducted such that they conform to the most current COUNTY standards in effect at the time that such activities take place. The COUNTY shall provide Vantage Wind Energy LLC with a copy of such standards upon the issuance of the Construction Permit from the Department of Public Works referred to in Paragraph A above. D. Underground Installation Required - All telecommunications cables and junction boxes or other vaulted system components shall be installed underground unless otherwise exempted from this requirement, in writing, by the Director of Public Works for the COUNTY. All trench construction shall comply with the Washington State Department of Transportation Standard Specifications for Road, Bridge and Municipal Construction to the extent they are adopted by and in effect in Kittitas County at the time of submittal by Vantage Wind Energy LLC of trenching plans. E. Removal or Abandonment - Upon the removal from service of any transmission lines or other associated structures, facilities and amenities, Vantage Wind Energy LLC shall comply with all applicable standards and requirements prescribed by the County of Kittitas Public Works Department for the removal or abandonment of said structures and transmission facilities. F. Performance Bond - Prior to any construction within the COUNTY rights -of -way pursuant hereto, Vantage Wind Energy LLC shall provide a performance bond to the COUNTY in an amount equal to the estimated Vantage Wind Energy LLC Franchise Agreement cost of restoring the COUNTY rights -of -way to the pre -construction condition as required in Section 3(C) of this Agreement. Said bond shall insure performance of Vantage Wind Energy LLC's obligations under this Franchise, and shall remain in effect for a period of two years after the completion of construction of Vantage Wind Energy LLC Facilities in the COUNTY rights -of -way in accordance with Section 12.56.30 of the Kittitas County Code. Notwithstanding the foregoing, the amount of the bond shall in no event exceed $100,000.00 per mile of COUNTY right-of-way occupied by Vantage Wind Energy LLC facilities. G. "One -Call" Location & Liability — Vantage Wind Energy LLC shall subscribe to and maintain membership in the regional "One -Call" utility location service and shall promptly locate all of its lines upon request. The COUNTY shall not be liable for any damages to Vantage Wind Energy LLC system components or for interruptions in service to Vantage Wind Energy LLC customers which are a direct result of work performed for any COUNTY project for which Vantage Wind Energy LLC has failed to properly locate its lines and facilities within the prescribed time limits and guidelines established by One -Call. The COUNTY shall also not be liable for any damages to the Vantage Wind Energy LLC system components or for interruptions in service to Vantage Wind Energy LLC customers resulting from work that was performed under any franchise utility permit issued by the COUNTY. H. As -Built Plans Required — Vantage Wind Energy LLC shall maintain accurate engineering plans and details of all installations within the COUNTY limits and shall provide such information in both paper form and electronic form prior to close-out of any Construction Permit issued by the COUNTY and any work undertaken by Vantage Wind Energy LLC pursuant to this Franchise. The COUNTY shall determine the acceptability of any as -built submittals provided under this section. Plans and as-builts will be provided to the COUNTY in pdf format. I. Protect Public Interest — Vantage Wind Energy LLC understands and agrees that Kittitas County Code Chapter 12.56 incorporates provisions necessary to protect the public interest and investment with regard to utilization of County road right-of-way and further, that the provisions of Chapter 12.56 are in full force and effect as if herein included or attached to or made a part of this franchise. J. Reference Monuments and 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, a licensed surveyor representing Vantage Wind Energy LLC shall reference all such monuments and markers. The reference points shall be so located that they will not be disturbed during Vantage Wind Energy LLC's Vantage Wind Energy LLC 4 Franchise Agreement operation 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 Vantage Wind Energy LLC. Section 4. Relocation of Facilities. Whenever the COUNTY determines that it is necessary for any of Vantage Wind Energy LLC facilities or other system components to be moved or relocated to accommodate the maintenance, construction, or enhancement of any COUNTY -owned public amenity in the franchise route, the COUNTY shall notify Vantage Wind Energy LLC in writing of such determination, and shall provide Vantage Wind Energy LLC with a list of commercially reasonable alternative COUNTY rights -of -way for the relocation of the facilities, and Vantage Wind Energy LLC shall submit plans for such relocation within sixty (60) days. The COUNTY agrees to act upon these plans within sixty (60) days of their submittal, and within ninety (90) days of the approval by the COUNTY of the plans for relocation, Vantage Wind Energy LLC shall relocate those facilities or structures designated by the COUNTY to such alternative rights -of -way suggested by the COUNTY, or to alternative rights -of - way suggested by Vantage Wind Energy LLC that are approved by the COUNTY. The COUNTY shall use commercially reasonable efforts to permit Vantage Wind Energy LLC to construct new facilities prior to requiring Vantage Wind Energy LLC to remove the existing facilities that are being relocated. All costs of moving or relocating such facilities or structures, including but not limited to costs for design, engineering and construction, shall be the sole responsibility of Vantage Wind Energy LLC. Vantage Wind Energy LLC may propose to the COUNTY additional relocation alternatives to reduce or eliminate the need for relocation of its Facilities pursuant to this Section 4. Upon the COUNTY's receipt from Vantage Wind Energy LLC of such additional relocation alternatives in writing, the COUNTY shall evaluate such alternatives and shall advise Vantage Wind Energy LLC in writing if one or more of such alternatives are suitable to accommodate the work which would otherwise necessitate relocation of Vantage Wind Energy LLC Facilities. In evaluating such alternatives, the COUNTY shall give each alternative proposed by Vantage Wind Energy LLC full and fair considerations with due regard to all the facts and circumstances which bear upon the practicality of relocation and alternatives to relocation. In the event the COUNTY reasonably determines that such alternatives are not appropriate, Vantage Wind Energy LLC shall relocate its Facilities as otherwise provided in this Section 4. Section 5. Noninterference of Facilities. Facilities shall be maintained within the Franchise Route so as not to interfere unreasonably with the free passage of traffic and in accordance with all applicable Washington State laws, rules and Vantage Wind Energy LLC Franchise Agreement regulations. Whenever it shall be necessary for Vantage Wind Energy LLC, in the exercise of its rights under this Franchise, to make any excavation in the Franchise Route, Vantage Wind Energy LLC shall, upon completion of such excavation, restore the surface of the Franchise Route to the same or better condition it was in prior to such excavation. Section 6. Insurance. Vantage Wind Energy LLC shall maintain liability insurance written on a per occurrence basis during the full term of this franchise for personal injuries and property damages. The policy shall name the County of Kittitas as additionally insured and shall contain coverage in the following minimum amounts per separate occurrence: Personal Injury: $5,000,000 per person & $10,000,000 per occurrence. Property Damage: $5,000,000 per claimant & $10,000,000 per occurrence. The structure of such coverages required hereunder is to be at Vantage Wind Energy LLC's option so long as the total amount of insurance meets the requirement specified herein. Such insurance policy shall also contain a policy provision that it cannot be revoked, canceled, or reduced below the above limits without thirty (30) days advance written notice to the COUNTY, and Vantage Wind Energy LLC shall provide proof of such insurance to the COUNTY Clerk's Office annually upon request from the COUNTY. In the event that Vantage Wind Energy LLC changes insurance carriers during the term of this Franchise, there shall not be any gap in the coverage stated above, ensuring that Vantage Wind Energy LLC is continuously insured in accordance with the terms hereof. Section 7. Other Permits & Approvals. Nothing in this agreement shall relieve Vantage Wind Energy LLC from any obligation to obtain approvals or necessary permits from applicable federal, state, and COUNTY authorities for all activities in the franchise area. Section 8. Franchise Compliance. A. Franchise Violations - The failure by Vantage Wind Energy LLC to comply fully with any of the provisions of this Franchise may result in a written notice from the COUNTY which describes the violations of the Franchise and requests remedial action within thirty (30) days of receipt of such notice. If Vantage Wind Energy LLC has not attained full compliance at the end of the thirty (30) day period following receipt of the violation notification, the COUNTY may declare an immediate termination of all Franchise rights and privileges; provided that full compliance was reasonably possible within that thirty (30) day period. The demonstration of due diligence on the part of Vantage Wind Energy LLC may be grounds for the grant of an extension in the period during which compliance is to be attained; provided that Vantage Wind Energy LLC continues to pursue correction of any violations of the Franchise noted by the COUNTY. Vantage Wind Energy LLC 6 Franchise Agreement B. Emergency Actions - If any of Vantage Wind Energy LLC's actions, or any failure by Vantage Wind Energy LLC to act to correct a situation caused by Vantage Wind Energy LLC is deemed by the COUNTY to create a threat to life or property, the COUNTY may order Vantage Wind Energy LLC to immediately correct said situation threat or, at the COUNTY's discretion, the COUNTY may undertake measures to correct said situation threat itself; provided that, when possible, the COUNTY shall notify Vantage Wind Energy LLC of said threat and give Vantage Wind Energy LLC an opportunity to correct said threat before undertaking such measures itself. Vantage Wind Energy LLC shall be liable for all reasonable costs, expenses, and damages attributable to the correction of such an emergency situation as undertaken by the COUNTY to the extent that such situation was caused by Vantage Wind Energy LLC and shall further be liable for all reasonable costs, expenses, and damages resulting to the COUNTY from such situation and any reimbursement of any such undisputed costs to the COUNTY shall be made within thirty (30) days of receipt of written notice of the completion of such action or determination of damages by the COUNTY. Each invoice shall include verifiable detail as to the nature of the costs incurred. In the event that the COUNTY has not undertaken measures to correct said situation threat itself, the failure by Vantage Wind Energy LLC to take appropriate action to correct, a situation caused by Vantage Wind Energy LLC and identified by the COUNTY as a threat to public or private safety or property shall be considered a violation of Franchise terms and each day that such a situation continues to exist and Vantage Wind Energy LLC fails to take appropriate action to abate said situation shall be regarded as a separate violation. C. Other Remedies - Nothing contained in this Franchise shall limit the COUNTY's available remedies in the event of Vantage Wind Energy LLC's failure to comply with the provisions of this Franchise, to include but not limited to, the COUNTY's right to sue for specific performance and/or damages. D. Removal of System - In the event that this Franchise is terminated as a result of violations of the terms of this Franchise by Vantage Wind Energy LLC, Vantage Wind Energy LLC shall at its sole expense, promptly remove all transmission system components and facilities, provided that, the COUNTY, at its sole option, may allow or require Vantage Wind Energy LLC to abandon its underground facilities in place, in which case the COUNTY shall take title and ownership to the facilities and Vantage Wind Energy LLC shall have no further obligation and liability therefore. After removal, Vantage Wind Energy LLC shall restore the surface of the Franchise Route to the same or better condition it was in prior to removal. Vantage Wind Energy LLC 7 Franchise Agreement Section 9. Transfer of Ownership. The rights, privileges, benefits, title, or interest provided by this Franchise shall not be sold, transferred, assigned, or otherwise encumbered, without the prior written consent of the COUNTY, with such consent not being unreasonably withheld or delayed. No such consent shall be required, however, for a transfer in trust, by other hypothecation, or by assignment or any rights, title, or interest in Vantage Wind Energy LLC's electrical generating system in order to secure indebtedness. Furthermore, consent shall not be required if such transfer is from Vantage Wind Energy LLC to a parent company or affiliate of Vantage Wind Energy LLC, or to an subsidiary or affiliate of such parent company, provided that Vantage Wind Energy LLC provides written notice to the COUNTY of such transfer. Vantage Wind Energy LLC may also assign this Franchise to an entity with or into which it may merge or consolidate, or to a purchaser of all or substantially all of Vantage Wind Energy LLC assets, without the consent of the COUNTY, provided that Vantage Wind Energy LLC shall provide the COUNTY with prior written notice of the proposed transaction. The COUNTY shall then have the option, within thirty (30) days of the receipt of the notice, to notify Vantage Wind Energy LLC of a public hearing to approve or deny the assignment, such approval not to be unreasonably withheld or delayed. If the COUNTY does not respond within such thirty (30) day period; then the assignment shall be deemed operative. In any transfer of this Franchise which requires the approval of the COUNTY, Vantage Wind Energy LLC shall show that the recipient of such transfer has the technical ability, financial capability, and any other legal or general qualifications as reasonably determined by the COUNTY to be necessary to ensure that the obligations and terms required under this Franchise can be met to the full satisfaction of the COUNTY. The qualifications of any transferee shall be determined by hearing before the COUNTY and the approval to such transfer shall be granted by Franchise of the COUNTY, such approval not to be unreasonably withheld or delayed. Any administrative costs associated with a transfer of this Franchise which requires the approval of the COUNTY, shall be reimbursed to the COUNTY within thirty (30) days of receipt of an invoice from COUNTY which shall include verifiable detail as to the nature of the administrative costs reasonably incurred and associated with such transfer. Section 10. Franchise Term. This Franchise is and shall remain in full force and effect for a period of twenty-five (25) years from and after the effective date of this Franchise, provided, however, Vantage Wind Energy LLC shall have no rights under this Franchise nor shall Vantage Wind Energy LLC be bound by the terms and conditions of this Franchise unless Vantage Wind Energy LLC shall, within thirty (30) days after the effective date of the Franchise, file with the County its written acceptance of the Franchise. Vantage Wind Energy LLC Franchise Agreement Section 11. Administrative Fees. The COUNTY shall be entitled to reimbursement of all costs, including reasonable overhead costs, associated with the administration of this Franchise or costs incurred by the COUNTY for actions undertaken in accordance with Sections 3 & 8 B herein. These costs shall include wages, benefits, equipment, and supplies for activities such as plan review, permit processing, and permit inspections. Such costs shall be billed to Vantage Wind Energy LLC on a quarterly basis and Vantage Wind Energy LLC shall pay such undisputed costs within thirty (30) days of receipt of such bills. Each bill shall include verifiable detail as to the nature of the costs incurred. Failure by Vantage Wind Energy LLC to make full payment of undisputed portions of bills within the time specified shall be considered sufficient grounds for the termination of all rights and privileges existing under this Franchise utilizing the procedures specified in Section 8 A of this Franchise. Section 12. Indemnification. In the construction, installation, repair, operation, and maintenance of its structures and Facilities in the Franchise Route, Vantage Wind Energy LLC shall use reasonable and appropriate precautions to avoid damage to persons or property. Vantage Wind Energy LLC shall indemnify, defend and hold harmless the COUNTY from all claims, actions or damages of every kind or description, including reasonable attorney's and expert witness fees, which may accrue to or be suffered by any person or persons, corporation or property to the extent caused in part or in whole by any negligent act or omission or willful misconduct of Vantage Wind Energy LLC, its officers, agents, servants or employees, carried on in the furtherance of the rights, benefits, and privileges granted to Vantage Wind Energy LLC by this Franchise. In the event any claim or demand is presented to or filed with the COUNTY which gives rise to Vantage Wind Energy LLC's obligation pursuant to this section, the COUNTY shall within a reasonable time notify Vantage Wind Energy LLC thereof and Vantage Wind Energy LLC shall have a right, at its election, to settle or compromise such claim or demand. In the event any claim or action is commenced in which the COUNTY is named a party, and which suit or action is based on a claim or demand which gives rise to Vantage Wind Energy LLC's obligation pursuant to this section, the COUNTY shall promptly notify Vantage Wind Energy LLC thereof, and Vantage Wind Energy LLC shall, at its sole cost and expense, defend such suit or action by attorneys of its own election. In defense of such suit or action, Vantage Wind Energy LLC may at its election and at its sole cost and expense, settle or compromise such suit or action. This section shall not be construed to require Vantage Wind Energy LLC to: (i) protect and save the COUNTY harmless from any claims, actions, or damages; (ii) settle or compromise any claim, demand, suit, or action; (iii) appear in or defend any suit or action; or, (iv) pay any judgment or reimburse the COUNTY's costs and expenses (including reasonable attorney's fees), to the extent such claim arises out of the negligence in part or in whole by any negligent act or omission or willful misconduct of the COUNTY. To the extent of any concurrent negligence between Vantage Wind Energy LLC and the COUNTY, Vantage Wind Energy LLC's obligations under this paragraph shall only extend to its share of negligence or Vantage Wind Energy LLC Franchise Agreement fault. The COUNTY shall have the right at all times to participate through its own attorney in any suit or action which arises out of any right, privilege, and authority granted by or exercised pursuant to this Franchise when the COUNTY determines that such participation is required to protect the interests of the COUNTY or the public. Such participation by the COUNTY shall be at the COUNTY's sole cost and expense. Section 13. Notices. All notices, demands, requests, consents and approvals which may, or are required to be given by any party to any other party hereunder, shall be in writing and shall be deemed to have been duly given if delivered personally, sent by facsimile or other electronic transmission, sent by a nationally recognized overnight delivery service, or if mailed or deposited in the United States mail and sent by registered or certified mail, return receipt requested, postage prepaid to: For the County: For Vantage Wind Energy LLC: Director of Public Works Kittitas County Public Works 411 N Ruby Street, Suite 1 Ellensburg, WA 98926 Ph: Fax: Email: Vantage Wind Energy LLC c/o Invenergy LLC Kelly Duddy, Project Manager 1 S. Wacker Dr. Ste. 1900 Chicago, IL 60606 Ph: 312-582-1468 Fax: 312-244-1444 Email:kduddy@invenergyllc.com or to such other address as the foregoing parties hereto may from time -to -time designate in writing and deliver in a like manner. All notices shall be deemed complete upon actual receipt or refusal to accept delivery. Facsimile transmission or other electronic transmission of any signed original document and retransmission of any signed facsimile transmission shall be the same as delivery of an original document. Either party may change the notice address listed above upon prior written notice to the other party. Section 14. Severability. Should any provision of this Agreement be held, in a final and unappealable decision by a court of competent jurisdiction, to be either Vantage Wind Energy LLC 10 Franchise Agreement invalid, void or unenforceable, the remaining provisions hereof shall remain in full force and effect, unimpaired by the holding. Section 15. Venue and Choice of Law. In the event that any litigation should arise concerning the construction or interpretation of any of the terms of this Franchise, the venue of such action of litigation shall be in the Superior Court of the State of Washington in and for the County of Kittitas. This Agreement shall be governed by the law of the State of Washington. Section 16. Miscellaneous. 16.1 The headings of sections and paragraphs of this Franchise are for convenience of reference only and are not intended to restrict, affect or be of any weight in the interpretation or construction of the provisions of such sections or paragraphs. 16.2 This Franchise is subject to the provisions of any applicable tariff now or hereafter on file with the Washington Utilities and Transportation Commission or its successor. In the event of any conflict or inconsistency between the provisions of this Franchise and such tariff, the provisions of such tariff shall control. 16.3 Vantage Wind Energy LLC shall exercise its rights within the Franchise Route in accordance with any applicable laws, rules, or regulations of the County governing use and occupancy of the Franchise Route; provided, however, in the event of any conflict or inconsistency of such laws, rules or regulations with the terms and conditions of this Franchise, the terms and conditions of this Franchise shall govern and control; provide, further, nothing herein shall be deemed to waive, prejudice or otherwise limit any right of appeal afforded Vantage Wind Energy LLC by such County laws, rules or regulations. 16.4 All the provisions, conditions, terms and requirements contained herein shall be binding upon the Parties' successors and assigns. All the Parties' privileges, obligations, and liabilities shall inure to its successors and assigns equally as if they were specifically mentioned in the franchise wherever the Parties are so mentioned. 16.5 No failure by any of the foregoing parties to insist upon the strict performance of any covenant, duty, agreement, or condition of this Franchise or to exercise any right or remedy consequent upon a breach thereof shall constitute a waiver of any such breach or any other covenant, agreement, term or condition. No waiver shall affect or alter this Franchise, and each and every covenant, agreement,.term and condition of this franchise shall continue in full force and effect with respect to other then existing or subsequent breach thereof. Vantage Wind Energy LLC 11 Franchise Agreement Section 17. Specific Performance. 17.1 The parties acknowledge that the covenants set forth herein are essential to this Franchise, and, but for the mutual agreements of the parties to comply with such covenants, the parties would not have entered into this Franchise. The parties further acknowledge that they may not have an adequate remedy at law if the other party violates such covenant. Therefore, the parties shall have the right as provided under applicable law, in addition to any other rights they may have, to seek in any court of competent jurisdiction injunctive relief to restrain any breach or threatened breach of, or otherwise to specifically enforce any of such covenants contained herein, should the other party fail to perform them after notice is given as provided herein in Section 13. Section 18. Effective Date. This Franchise shall take effect on Vantage Wind Energy LLC 12 Franchise Agreement PASSED by Kittitas County Commissioners this' day of 2009. BOARD OF COMMISSIONERS KITTITAS COUNTY, WASHINGTON Alan Crankovich, Chairman oo t,�ssioNF Paul Jewell, Commissioner • � C3 Ma k McClain, Commissioner Clerk of the rd Vantage Wind Energy LLC Vantage Wind Energy LLC 13 Franchise Agreement XHIBIT j) d w a w U) T U Z Q LL BOARD OF COUNTY COMMISSIONERS COUNTY OF KITTITAS STATE OF WASHINGTON RESOLUTION NO.2026- AUTHORIZATION TO EXECUTE AN AMENDMENT TO A FRANCHISE AGREEMENT WITH VANTAGE WIND ENERGY LLC WHEREAS: The Board of County Commissioners has authority to grant franchise agreements to use the County right-of-way in accordance with Chapter 36.55 RCW; and WHEREAS: The Board of County Commissioners granted a franchise agreement with Vantage Wind Energy LLC on August 18, 2009; and WHEREAS: The term of that franchise agreement is for twenty-five (25) years; and WHEREAS: The parties wish to extend the term of the agreement for an additional six (6) years beyond the initial term with a new expiration year of 2041; and WHEREAS: All other terms and conditions of the franchise agreement shall remain in full force and effect; and WHEREAS: The Board of County Commissioners finds it in the best interest of the citizens of Kittitas County to approve the amendment that is attached hereto and hereby incorporated by this reference. NOW THEREFORE, BE IT RESOLVED that the Board of County Commissioners of Kittitas County, Washington, in the best interest of the public, does hereby authorize the execution of an amendment extending the term of the franchise agreement with Vantage Wind Energy LLC. BE IT FURTHER RESOLVED that the amendment shall be recorded with the Kittitas County Auditor. DATED this 21 st day of July 2026, at Ellensburg, Washington. BOARD OF COUNTY COMMISSIONERS KITTITAS COUNTY, WASHINGTON Cory Wright, Chairman Attest: ❑ Clerk of the Board- Julie Kjorsvik Brett Wachsmith, Vice -Chairman ❑ Deputy Clerk of the Board- Mandy Buchholz Laura Osiadacz, Commissioner NON-EXCLUSIVE ELECTRICAL FRANCHISE AMENDMENT BETWEEN KITTITAS COUNTY AND VANTAGE WIND ENERGY, LLC This Franchise Amendment is made by and between Kittitas County (hereinafter "the County") and Vantage Wind Energy, LLC. The County and Vantage Wind Energy, LLC agree as follows: WHEREAS: Kittitas County and Vantage Wind Energy, LLC entered into Non -Exclusive Franchise Agreement in August of 2009; and WHEREAS: The County has the authority to amend said Franchise Agreement and has received written request by Vantage Wind Energy, LLC; and WHEREAS: Both the County and Vantage Wind Energy, LLC desire to amend the agreement to extend the term of agreement until 2041 per a renewed operational agreement between Vantage Wind Energy, LLC and Puget Sound Energy; and WHEREAS: All other terms and conditions of the Franchise Agreement shall remain in full force and effect. NOW THEREFORE, in mutual consideration of the terms and conditions hereinafter set forth and those contained in the Franchise Agreement, it is hereby agreed as follows: 1) The term of the Franchise Agreement is extended until December 31, 2041. DATED this day of , 2026. Attest: ❑ Clerk of the Board- Julie Kjorsvik ❑ Deputy Clerk of the Board- Mandy Buchholz Vantage Wind Energy LLC Franchise Amendment Page 1 of 1 COUNTY: BOARD OF COUNTY COMMISSIONERS KITTITAS COUNTY, WASHINGTON Cory Wright, Chairman Brett Wachsmith, Vice -Chairman Laura Osiadacz, Commissioner VANTAGE WIND ENERGY, LLC: Doeu5lymtl M': James Rafferty Legal Reviewed Vice President