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Kittitas Coun tv Auditor/Recorder's no
Please Print Or Tvpe AII lnformation in Black lnk
A. Document Titles (o r tra nsactio ns co ntai ned th ere i n)
RECHSVHM
Form
AUG 19 2026
KITTITAS COt.'NTY
BOARD OF COffiMISSIONERS
f)
TREASURER'S USE ONLY
REVIEWED
JUL 24 ?OM
KITTITAS CO
INITIALS:
URER
B. Grantor t first name, middle initial):
Additional grantors on page- of document.
(last name, first name, middle initial):
Additional grantees on page- of document.
D. Legal description (lot, block, plat or section, township, range):4*ln -
AdditiJui legal description on page- of document.
property tax parcel/accou nt nu mber(s)
F. Reference numbers of documenfs assigned or released:
Additional references on page- of document.
The auditor or recording o-fficer will rebt on the in-formation provided on this.form. The sta-ff will not read the
document to verify the accuraqt o-f or the completeness qf the indexing in-forntation provided hefain.
?
c.
E
am requesting an emergency nonstandard recording for an additional fee as provided in RCW 36.18.010. I
that the recording processing requirements may cover up or otherwise obscure some part of the text of theunderstand
original document
BOARD OF COUNTY COMMISSIONERS
COUI\TY Of,'KITTITAS
STATE OF WASHINGTON
RESOLUTTON NO. 2026- |
^3AUTHORIZATION TO EXECUTE AN AMENDMENT TO A F'RANCHISE AGREEMENT
WITH VANTAGE WIND ENERGY LLC
WHEREAS:
WHEREAS:
WHEREAS:
WHEREAS:
WHEREAS:
WHEREAS:
The Board of County Commissioners has authority to grant franchise agreements to use
thn County right-of-u'a5, in accordancs u,ith Chaptor 36.55 RCW; and
The Board of County Commissioners granted a franchise agreement with Vantage Wind
Energy LLC on August 18, 2009; and
The term of that franchise agreement is for twenty-five (25) years; and
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
All other terms and conditions of the franchise agreement shall remain in full force and
effect; and
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 FIJRTHER RESOLVED that the amendment shall be recorded with the Kittitas County Auditor.
DATED this at Ellensburg, Washington.
BOARD COI.INTY COMMIS SIONERS
Attest:
tr Clerk of the Board- Julie Kjorsvik ABSENT
crerk orthe B"-a-{&h-**{ EeY\
Brett Wachsmith, Vice-Chairntan
ommrssl0ner
NON.EXCLUSryE ELECTRICAL F'RANCHISE AMENDMENT BETWEEN KITTITAS COUNTY
AI\D VAI\TAGE 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
WHRRRAS: The County has the authority to amend eaid Fronohisc Agrccmcnt and has rcceived writteu
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
DATEDthis 2\ dayof 2026
COUNTY:
BOARD OF SIONERS
, WASHINGTON
Chairman
Attest:
n Clerk of the
$.o"puty
orsvik
\odi Lo,,rEcVt
!*irndy-BFCllholz
Kj
Clerk of the Board-
Vantage Wind Energy LLC Franchise Amendment
Page I of I
w
VAI\TAGE WIND ENERGY, LLC:
Ju'aPy'lcA7
James Rafferty
Vice President
Leqal
Reviewed
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 Electricalfacilities over, along and
urrcler ](ittitas Counti rsads, rightslof-way and other County propcrly in Kittitae
County, Washington.
WHEREAS:
WHEREAS:
WHEREAS;
Vantage wind Energy LLC hereinafter referred to as "vantage
WinU in.rgy LLC" iJ a wind energy company providing electrical
facilities in Ellensburg, WA; and
Vantage Wind Energy LLC desired route through Kittitas County,
hereinifter referred
-to as 'COUNTY" requires the use of certain
portioni of COUNTY rights-of-wey for the installation, operation,
and maintenance of its F-acilities (as defined below); and
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
ifr"t ttr" cbordination, planning, and management of the COUNTY'S
rights-of-way is necessary to 6nsure that the burden of costs for the
o[erations of non-trnicipal interests are not borne by the citizenry;
and
WHEREAS: The Public hearing came on reg ularly before the CountY
Commissioners on 2009, under the Provisio ns of
RCW Chapter 36.55,it appea red 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 franch ise herein granted; and
Vantage Wind EnergY LLC
Franchise Agreement
WHEREAS: having afforded the public adequate notice and opportunity for
.orni"ni, tt.'. COUI liY desires to enter into this Franchise with
vantage wind Energy LLC for the construction and operation of its
Facilit[s 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-irandated procedural and substantive
requirements pertinent to this franchise; and
I
NOW THEREFORE IT IS ORDERED:
section 1 - Non-exclusive Fren.chise granted..The couNTY hereby grants
e conditions Prescribed in this
Franchisi ngreement,-t'he franchise rights and..authority to construct replace,
repair, moniior, maintain, use and operate Facilities necessary for.electrica.l
transmission, within tne dOUtrtTY-owned rights-of-way.generally descriqed
O"lo*, and shown in Exhibit A, and hereinafter referred to as the "Franchise
Route". The franchir. iightt and authotiiv giant.d herein is hereinafter called the
"Franchise". "Facilitiei" means all of Vintage 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 appurt"n"nr"t tt'tereto, whethei the same be located over or under ground'
such Franchise shall not be deemed to be exclusive to Vantage wind E.lergy
LLC and shall in no *uy prohibit or limit the COUNTY's ability to grant other
franchises, permits, o1. iignts along, over, or under the Franchise Route to which
this Franchise relater; pfuiO"O, t[at such other franchises do not unreasonably
interfere wittr Vantale [VinO in6tgy LLC's exercise of franchise rights granted
herein as determinJOnV the COU}1TY. This Franchise shall in no way interfere
witn existing utilities oii''t tny way limit, prohibr! or pre.vent, the COUNTY from
,ring th" Fianchise noute oi affect the COUNTY's jurisdiction over such area in
"nv
mv The owners of atl other franchises, public or private, installed prior in
iir* to ihe work of Vantaie Wind Energy LLC shall have preference as to the
po.itioning and location oi such utilitiesl Such preference shall continue in the
fvent of rilocation
-i graoe/elevation changes of any couNTY right-of-way'
section 2. Authoritv. The Director of Public works or his or her designee is
ffithoritvtoadministerandenforcethetermsandprovisions
of this Franchise and may develop such rules, policies,.and procedures as he or
she deems necessary to'carry oui the provisions contained herein'
Section 3. ConstructioJr Provision-s,3nd .StanC.ards' The following provisions
shallbe considered any conditions described
herein shall be OeemeO "s
non-.otpliance with the terms of this franchise and
may result in some'oirtt of tnu penalties specified in Section 4. See KCC 12'56'
A. Permit Required - No construction, maintenance, or repairs (except for
emergency reiairs as determined reasonably_by Vantage Wind. Energy
LLC, in which'case Vantage Wind Energy LLC will notify of such rep.airs
as soon u, pm.ti.unb) sn-att be undertalien in the franchise route without
first obtainin; ;b;;trlction Permit from the CoUNTY Department of
Public Worki. The parties recognize that time is of the essence for
Vantage Wind eneigy LLC in completing these activities, and the
Vantage Wind EnergY LLC
Franchise Agreement
2
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 ihe Franchise Route shall be inspected by either
an inspectii emptoyed by the COUNTY or an independent contractor
inspeulul seleuLurj [y Vai'rtage Wirrcl Errergy LLC and.approved by the
.
COUNTV, such appioval nolto 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 CO(JNTY Capital lmprovement Projects, all developer
improvements, and pertinent codes and franchises'
G. 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,
iraffic 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 troh tne Department of Public Works referred to in
Paragraph A above.
D. Underground lnstallation Required - All telecommunications cables
and juncti6n 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
snatl 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 aqplicable standards and
requir6ments prescrlbed by the County of Kittitas Public Works
Depaftment 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, Vantbge Wind Energy LLC shall provide a
p6rforr"nc6 nonO to the COUNTY in an amount equalto the estimated
Vantage Wind EnergY LLC
Franchise Agteement
5
cost of restoring the COUNTY rights'of-way to the pre-construction
condition as re{uireO in Section g(C) of this Agreement' Said bond shall
insure performance of Vantage Wind Energy LLC's obligations under this
Franchlse, 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 rignts-ot-way in accordanie with Section 12.56.30 of the Kittitas
County Codi. Notwithitanding the foregoingltl.e amount of the bond shall
in no event exceed $100,000.00 per mile of COUNTY right-of-way
occupled by Vantage Wlnd Energy LLC facllltles'
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 promptty locate all of its lines upon request. The
COUNTY shall not be liabie 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 performgd for any
COUNITY project for which Vantage Wind Energy LLC has failed to
properly locaie its lines and facilities within the prescribed time limits and
guidelines established by One-Call' The COUNTY shall also not be liable
ior any damages to the Vantage Wind Enerqy LLC system components or
for interruptions in service to Vantage wind Energy LLC custoTgrs
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 ptans and details of all installations within the
COUNTY tiriits anOihall 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 F?anchise. The COUNTY shalldetermine the acceptability
of any as-buili submittals provided under this section. Plans and as'builts
will be provided to the COUNTY in pdf format'
l. Protect Public lnterest - Vantage Wind Energy LLC understands and
agrees that Kittitas County Code Chapter 12.56 incorporates provisions
n6cessary to protect the fublic interest and investment with regard to
utilization otiounty road right-of-way and further, that the provisions of
Chapter 12.56 ar" jn full foice 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, ro1ds, and all other surveys' a
licenied surveyor relresenting 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 lirected by the County Engineer. The cost of monuments
or other tutk"tt lost, deitroyed or disturbed, and the expense of ..
replacement by approved monuments shall be borne by Vantage wind
Energy LLC.
section 4. R.elocation of Fag,illtjei;, whenever ry qg,uNTY determines that it
Energy LLC facilities or other system
"orpon"nti
to ne moved or relocated to accommodate the maintenance,
construction, or enhancement of any COUNTY-owned public amenity in the
franchise route, ttre COUNTY shall notify Vantage Wind Energy LLC in writing of
such determination, and shall provide Vintage WinO Energy LLC with.a list of
commercially reasonable alternative CoUNTv right"-of-way for the relocation of
the facilities, and Vantage Wind Energy LLC shall submit plans for such
relocation within sixiy (O-O) days. ffre COUNTY agrees to act upon these plans
*itf,in ii*ty (60) dayd dt tneir iubmittal, and within ninety (90) days.of the
approvat fjy'tfrd CCjUrufy of the plans for relocation, Vantage Wind Energy LLC
shall relocate those facilities or siructures designated by the COUNTY to such
alternative rights-oi-way suggested by the Cg!NTY, or to alternative rights-of-
*ry.rgg.st6O Uy Vaniage Wind Energy LLC that are approved by the
courrrfV. rne cbutrlrysnatt use commercially reasonable efforts to permit
Vantage wind Energy LLC to construct new facilities prior to requiring Vantage
WinJEnrtgy LLC tdiemove the existing facilities that are being relocated.. All
costs of moving or ielocating such facililies or structures, including but not limited
t,c costs for deJign, engineeling and construction, shall be the sole responsibility
of Vunt"g. Wind'Enerdy LLC.
-Vantage Wind Elergy LLC may propose to the
COUNTV additional re-location alternatives to reduce or eliminate the need for
relocation of its Facilities pursuant to this section 4. Upon the couNTY's receipt
riom vantage Wind Energy LLC of such additional relocation alternatives in
*iiting, ir'rbouruTy shalievaluate such alternatives and shall advise Vantage
WinJ"en"rgy LLC in writing if one or more of such alternatives are suitable to
accommod-ate the work wh-ich would otherwise necessitate relocation of Vantage
WinJ Energy t-lC facitities. ln evaluating such alternatives, the COUNTY shall
give each ilternative proposed by V_antage Wind Elergy LLC full and fair
ionsiderations with due iegard to all the iacts and circumstances which bear
upon if,u practicality of relo"cation and alternatives to relocation. ln the event the
COUNTY r."rronubly determines that such alternatives are not appropriale'
Vantage Wind Energy llC shall relocate its Facilities as othenruise provided in
this Section 4.
Section b. Noninterfere.nce of Facilities. Facilities shall be maintained within
the Franchise Route so as not to inteftere unreasonably with the free passage of
traffic and in accordance with all applicable Washington State laws, rules and
Vantage Wind EnergY LLC 5
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 th.e
i;;#ir; nort", Vintage Wind Energy LLC shall, upon completion of such
excavation, restore the iurface of theFranchise Route to the same or better
condition it was in prior to such excavation'
Section 6. lnsurance. Vantage Wind Energy LLC shall-maintain liability
insurance written on a per occurrence basiJburing the full term of this franchise
toi perronal injurles an'd property damages. Tlte fulicy sltall nanre the County of
Kittitas as additionally insureO anO shall contain coverage in the following
rninimum amounts per separate occurrence:
Personal lnjury: $5,000,000 per person & $10,000,000 per occurrence'
property Dimige: g5,000,000 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 ls the iotal amount of insurance meets the
*qrii.r"nt specified hereiir. Such insurance policy shall also contain a policy
piovision thatit cannot be revoked, canceled, or reduced below the above limits
witlrout thirty (30) days advance written notice to the COUNTY, and V-antage
Wir,0 Energy LUC tf'tlif provide proof of such insurance to the COUNTY Clerk's
Office annually upon i"qrest from the COUNTY' ln the event that Vantage Wind
fnergy 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 bontinuously insure-d in accordance with the terms hereof'
section 7. other Permits & ApproYejg. Nothing in this agreement shall relieve
biigation to obtain approvals or necessary
p"irit! from applica"ble federal, staie, anO COUNTY authorities for all activities in
the franchise area.
Ssction 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 tire COUNTY which describes the violations of the
Franchise "no
oqr"rts remedial action within thirty (30) {qv1 of receipt of
such notic". iiVrnt.ge Wind Energy LLC has not attained full compliance
at the end of the if.rirt-V tgO) day perioO following receipt of the violation
notification, the COU-N1iV'may declare an immediate termination of all
Franchise rights and privileges; provided that full compliance was
-
reasonably io.ribf" *itnin itrattirirty (30) day3eriod. The demonstration
of due ditigencton the part of Vantige Wiryi Energy LLC may be grounds
for the grant of an extension in the p6riod during which compliance is to be
attained; provided that Vantage Wind Energy LLC continues to pursue
correction of any violations otlfre Franchise noted by the COUNTY'
Vantage Wind EnergY LLC
Franchise Agreement
6
B. Emergency Actions - lf any of Vantage Wind Energy LLC's actions, or
any failuie byVantage Wind Ehergy LLC to act to correct a situation
cailsed by Vbntage VVinO Energy tLC is deemed by the COUNTY to
create a t'hreat to-life or propert-y, the COUNTY may order Vantage Wind
Energy LLC to immediaiely coriect said situation threat or, at the
COUtTiTV's discretion, the COUNTY may undeftake measures to correct
said situation threat itself; provided that, when possible, the COUNTY
shall notify Vantage Wind bnergy LLC of sald threat and glve Vantage.
Wind Energy LLCan opportunity to correct said threat before undertaking
such meas-ures itself. Vantage Wind Energy LLC shall be liable for all
reasonable costs, ttp"nt"tl and damages attributall-e to the correction of
such an emergency situation as undertaken by the COUNTY to the extent
that such situation *"t ""rt"d by Vantage Wind Energy LLC and shall
furlher be liable for all reasonable costs, expenses, and damages resulting
to tfre 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 COUN1V. Each invoice shall include veri1able detail
as to thJnature of the costs incurred, ln the event that the COUNTY has
not undertaken measures to correct said situation threat itself, the failure
Uy Vantage Wind Energy LLC to tale approprlate qcJion to correct' a
iituation iaused by Vaniage Wind Energy LLC and identified by the
COUNTY as a threat to punlic or private safety or property shall be
considered a violation oi 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 remediJs in the event of Vantage Wind Energy LLC's
failure to comply with the provisions of this Franchise, to include but not
iimiteO to, the'CbUNTY's right to sue for specific performance and/or
damages.
D. Removal of system - ln the event that this Franchise is terminated as
a result of violations of the terms of this Franchise by Vantage Wind
En"rgy LLC, Vantage wind Energy LLC shall at its sole expense, pro.mptly
remove alttransmislion system components and facilities, provided that,
the coUNTY, at its sole option, may allow or require Vantage wind
-n"tgy LLC to abandon its underground facilities in place, in which case
ttre iOU5tTy shalltake title and ownership to the facilities and Vantage
wind Energy LLG shall have no furlher obligation and liability therefore.
After remoiit, Vantage Wind Energy LLC shall restore the surface of the
Franchise Route to tlie same or betier condition it was in prior to removal-
Vantage Wind EnetgYLLC
Franchise Agleement
7
section 9, Transfer of ownerqhip. The rights, privileges, benefits, title, or
hall not be sold, transferred' assigned' or
othenrvise encumbered, without the prior written consent of the COUNTY, with
such consent not Ueing ,ni"uronubiy withheld or delayed. No such consent shall
be required, however,ior a transfer in trust, by other hy,pothecation, or by
assignment or any rights, title, or interest in Vantage wind Energy LLC's
elecirical generatingiystem in order to secure indebtedness. Furthermore,
consent shall not UE idquireO if such transfer is from Vantage Wind Energy LLC
to a parent company or'afftliate of Vantage Wnd 5ryr.gY LLC, or to an subsidiary
or affiliate of such p-arent 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 #rg; or coniolidate, oito a purchaser of all or substantially all
of Vantage WinO enelgy LLC assets, without the consent of the COUNTY'
pr*iO"Oinat VantageiruinO Energy LLC shall provide the COUNTY with prior
written notice of the-proposed traniaction. The COUNTY shall then have the
option, within thirty (30) days of the receipt of the notice, to notify Vantage Wind
il;;gi LLC of a pubti" hearing to approve or deny theassignmen!su9h
appri'val not to be unreasonadty withheld or delayed. lf the COUNTY does not
res onO within rr.f' thirty (30) day period; then the assignment shall be deemed
operative.
ln any transfer of this Franchise which requires the approval of the COUNTY'
Vrr,tig" Wind Enerjy ILC shall show thai tne recipient of such transfer has the
tecnnilal ability, fina-ncial capability, and any other legal or general qua,lifications
as reasonably determined by the COUNTY1o be necessary to ensure that the
onligations and termt required under this Franchise can be met to the full
satiifaction of the COUNTY. The qualifications of any transferee shall be
determined by hearing before the coUNTY and the approvalto such transfer
rf'rll O" granied by Fr-anchise of the COUNTY, such approval not to be
,niuu*oirbly withireld or delayed. Any administrative costs associated with a
transfer of this Franchise whic[r requires the approval of the COUNTY, shall be
reimbursed to the courury within irrirty (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 fullforce and
e (25) years from and afterthe effective date of
this Franchise, provided, hbwever, Vantage Wind Elergy LlC-shall have.no
rightr under this Franchise nor shall Vantige Wind Energy LlC be ngY$ by the
terms and conditions of this Franchise unlels Vantage Wind Energy LLC shall,
*itf in 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
8
sectjon 11. AdministratiYp Fpqg. The couNTY shall be entitled to
reimbursement of ng reasonable overhead costs' associated with
the administration oi tnir Franchise or costs incurred by the COUNTY for actions
undertaken in accordance with sections 3 & I B herein. These costs shall
include wages, benefits, equipment, and supplies fo-r activities such as plan
review, permit pro."6ing, and permit inspections. Such,costs shall be billed to
Vantage Wind Energy Lt-t on a quarterly'ba91s_31d Vanlage Win{ Enqrql.f-t-C
rr.1"iip?V suctr unOis'tjrt"+"ottt witnin ttrirty (SO) days of receipt of such bills'
E
"f''Uifi
shall include veritiaUfe detail as to the nature of the costs lncurred'
Failure by Vantage wino Energy LLC to make full payment of undisputed
portionu of Uitts rnTitnin if"r" ti*. dpecified shall be considered sufficient grounds
for the termination oi all rights and privileges existing under this Franchise
utitiiing the procedures sflecified in Section B A of this Franchise.
section 12. lndemnification.ln the construction, installation, repair, operation,
and rnaintenance diits strlrctlrres and Facitities in the Franchise Route, Vantage
WinO fn"rgy LLC snait uie reasonable and appropriate precautions to avoid
damage to persons oi piop"tty, Vantage Wind Fngr.gy LLC shall indemnify,
defend and hold narmless'the'COUNTV from all claims, actions or damages of
every kind or description, including reasonable attorney's and expert witness
fees, which ruy u"Jir" io ot be s-uffered by any person or persons, corporation
oi pioperty to the extent caused in pafi or in whole by any neglige-nt act or
omission or willful misconduct of Vantage Wind Energy LLC, its officers, agents,
servants or employees, carried on in th6 furtherance bt ttre rights, benefits' and
priuif"g*t granieOioVrnt"g. Wi$ Energy LLC by this Franchise' ln the event
iny rflir 6r demand ir br"iented to or tii6O witn tire COUNTY which gives rise
to Vantage Wind fnligy f[C's obligation pursuant to this section, the COUNTY
shallwithin " ,""ron"616 iir" notify Vantage Wind Energy LLC thereof and
Vantage Wind Energy LLC shall have a right, at its election, to settle or
comprimise such .f-"it or demand. ln the event any claim or action is
commenced in whilh the COUNTY is named a party, and which suit or action is
based on a claim oi cemano which gives rise to vantage Wind Energy LLC's
rOfigrti"t pursuant to this section, the COUNTY shall promptly notify Vantage
Win"O fn"tgy LLC ttrereof, and Vantage Wind Energy LLC shall, at its sole cost
unJ r"p"ni", O"f"nO suctr suit or action by attorneys of its own election' In
defense of such suit or action, Vantage W[nd Energy LLC may at its election and
ai its sote cost and "*p"nr",
settle oicompromise 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 "t"ir, demand, suit, or action; (iii) appear in-or defend any
suit or action; or, tivipay any judgment or reimburse the COUNTY's costs and
.rp"nr"t (including't""'tonitjfe ittorney's fees), to.the extent such claim arises
out of the negligendr in patt or in whole by any'negligent act or omission or willful
misconduct of the cbur\rrv To the exteni of any concurrent negligence_between
Vantage Wind EnergyllC ano the COUNTY, Vantage Wind Energy LLC's
onfig;tont under tfris paragraph shall only extend to its share of negligence or
Vantage Wind EnergY LLC
Franchise Agreement
9
\
Secilon 13. Noflces. All notiues, tlefiratrcJs, requests, consents and approvals
which may, or are fruired to be given by any party to.any other party here.under,
shall be in writing and' shall be deemed to have been duly given if delivered
peiionarfy, sent-by facsimile or other electronic transmission, sent by a nationally
iecognized overnight delivery service, or if mailed or deposited in the United
States mail and sent by regiitered or certified mail, return receipt requested,
postage prePaid to:
fault, The couNTY shall have the right at all times to parlicipate through its.own
attorney in any suit or action which arises out of any right, privilege,end 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.
For the County:Director of Public Works
Kittitas CountY Public Works
411 N Ruby Street, Suite 1
Ellensburg, WA 98926
Ph:
Fax:
Email:
For Vantage Wind EnergY LLC:Vantage Wind EnergY LLC
c/o lnvenergy LLC
Kelly Duddy, Project Manager
1 S, Wacker Dr. Ste. 1900
Chicago, lL 60606
Ph: 312-582-1468
Fax: 312-244-1444
E mail : kd uddy@invenergYllc. com
or to such other address as the foregoing parties hereto may from timetotime
designate in writing and deliver in a like mann"r. All notices shall be deemed
.or"pt"t" ,pon ,.ii,"l receipt or refusal to accept delivery. Facsimjle
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.
e itfr"r party mayihange the notice address listed above upon prior written notice
to the other PanY.
section 14. severabilitv, should any provision of this Agreeme_nt be held, in a
fficisionbyaiourtofcompetentjurisdiction,tobeeither
Vantage Wind EnergYLLC
Franchise Agreement
10
invalid, void or unenforceable, the remaining provisions hereof shall remain in full
force and effect, unimpaired by the holding'
Sectioul5. Venue and Choiqe of l-aw'
lntheeventthat@dariseconcemingthe.constructionor
interpretation of uny-# 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 intend-ed to restrict, affect or be of any
weifnt in the interpretation oiconstruction 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 Wishington Utilities and Transpoftation
commission or its successor. In the event of any conflict or inconsistency
between the provisions of this Franchise and suih tariff, the provisions of such
tariff shall control.
16.3 Vantage wind Energy LLC shall exercise its rights within the
Franchise Route in iccordan.e *ith any applicable laws, rules, or regulatio.ns of
the County governing use and occupanty bi ttre Franchise Route; provided'
however, in the "u"tt of any conflici or inconsistency of such laws, rules or
r"g;Ltd; wfth the terms and conditions of this Franchise, the terms and.
.
conditions of this Franchise shall govern and control; provide, further, nothing
herein shall be oe#eo to waive,
-preluOice or otherwise limit any right of appeal
afforded Vantage WinO Energy f-lC tiy such County laws, rules or regulations'
16.4 All the provisions, conditions, terms and requirements^co.ntained
herein shall be OinJi,ig ;p;n tt't'" prtties' successors and assigns. Allthe Parties'
priuiltg"u, obligatio;sland liabilities shall inure to its successors and assigns
Itqr"ffy as if thiy were spec6ically 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
performanc" of any couLntnt, duty, agr|ement, or condition of this Franchise or
io exur.ise any right or remedy cons"-quent upgl a breach thereof shall
constitute a waiver of uny ,r.h bte""h'or any other covenant, agreement' term
or condition. No waiver st'lall affe.t or alter this Franchise, and each and.every
covenant,. ,gr""rJi,-t"i* unO condition of this franchise shall continue in full
force and effect with iespect to other then existing or subsequent breach thereof'
Vantage Wind EnergYLLC
Franchise Agreement
11
Section, 17. Specific Performance.
17.1 The parties acknowledge that the covenants set forth herein are
essential to this Fianchise, and, but ior the mutual agreements of the parties to
comply with such cou"nunis, the parlies would not have entered into this
Franchise. The parties further ac'knowledge that they may not have an adequate
remedy at law if ihe other party violates sulh covenant, Therefore, the parties
shall hirve the right as pnruirt*.t ttnrler appliceble law, in Addition to any other
rights they may Fave, to seek in any coufi of competent jurisdiction injunctive
relief to restrain any breach or threatened breach of, or othenruise to specifically
unforr. any of such covenants contained herein, should the other pafty failto
putfoit them after notice is given as provided hereln ln Sectlon 13'
Section 18. Effective Date.
This Franchise shalltake effect on
Vantage Wind EnergY LLC
Franchise Agteement
12
PASSED by Kittitas County Commissioners this let day of
2009
I llllt
erk of the rd
APP
Vantage Wind EnergY LLC
Franchise Agreement
BOARD OF COMMISSIONERS
KITTITAS COUNTY, WASHINGTON
Alan Crankovich,Chairman
PaulJewell, Commiss ioner
z
McClain, Comm issioner
Vantage Wind EnergY LLC
l3
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FRANCHISEAREA
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