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HomeMy WebLinkAboutPW05-136 - Original - Puget Sound Energy, Inc. - Schedule 74 Underground Conversion - 06/10/2005 MEN ecords MOffrMe KENT WAeHtNOTOw Document CONTRACT COVER SHEET This is to be completed by the Contract Manager prior to submission to City Clerks Office. All portions are to be completed, 9 you have questions, please contact Mary Simmons, City Clerks Office. Vendor Name: Puget Sound Energy Contract Number: PwOS- 3(o This is assigned by Mary Simmons Vendor Number: Project Name: South 228th St. Extension - Military Road Contract Effective Date: June 10, 2005 Contract Termination Date: Contract Renewal Notice (Days): Number of days required notice for termination or renewal or amendment Contract Manager: Chad Bieren Department- Engineering Abstract: Underground conversion at S. 229th to S.239th. ADCL7832 07/02 SCHEDULE 74 UNDERGROUND CONVERSION Project Construction Agreement Protect Name: City of Kent South 228"' St. Extension—Military Rd Project Number: 101023682 THIS Agreement, dated as of this f O day of J E 200S', is made by and between the City of Kent, a Municipal Corporation (the"Government Entity"), and PUGET SOUND ENERGY, Inc., a Washington Corporation (the"Company") RECITALS A. The Company is a public service company engaged in the sale and distribution of electric energy, and pursuant to its franchise or other rights from the Government Entity, currently locates its electric distribution facilities within the jurisdictional boundaries of the Government Entity. B. The Government Entity has determined that it is necessary to replace the existing overhead electric distribution system within the area specified in the Project Plan (as defined below)(the "Conversion Area")with a comparable underground electric distribution system, all as more specifically described in the Project Plan(the "Conversion Project"). C. The Government Entity and the Company have previously entered into a Project Design Agreement dated as of 19f i3%OY (the"Design Agreement"), pursuant to which the parties completed certain engineering design, cost assessment,operating rights planning and other preliminary work relating to the Conversion Project and, in connection with that effort,developed the Project Plan D. The Government Entity and the Company wish to execute this written contract in accordance with Schedule 74 of the Company's Electric Tariff G ("Schedule 74")to govern the completion of the Conversion Project,which both parties intend shall qualify as an underground conversion under the terms of Schedule 74. AGREEMENT The Government Entity and the Company therefore agree as follows: 1. Definitions. (a) Unless specifically defined otherwise herein, all terms defined in Schedule 74 shall have the same meanings when used in this Agreement, including,without limitation,the following: i) Cost of Conversion; ii) Public Thoroughfare; III) Temporary Service; iv) Trenching and Restoration; v) Underground Distribution System; and vi) Underground Service Lines. (b) "Company-Initiated Upgrade"shall mean any feature of the Underground Distribution System which is required by the Company and is not reasonably required to make the Underground Distribution System comparable to the overhead distribution system being replaced. For purposes of the foregoing, a"comparable"system shall include, unless the Parties otherwise agree,the number of empty ducts(not to exceed two(2),typically having a diameter of 6"or less) Construction Agreement,Attachment"B"to Schedule 74,Page 1 [insert project name here] of such diameter and number as may be specified and agreed upon in the Project Plan necessary to replicate the load-carrying capacity(system amperage class)of the overhead system being replaced. (c) "Estimated Reimbursable Private Conversion Costs"shall mean the Company's good faith estimate of the Reimbursable Private Conversion Costs, as specified in the Project Plan and as changed and adjusted from time to time in accordance with Section 6, below. (d) "Estimated Reimbursable Temporary Service Costs"shall mean the Company's good faith estimate of the Reimbursable Temporary Service Costs,as specified in the Project Plan and as changed and adjusted from time to time in accordance with Section 6, below. (e) "Estimated Reimbursable Upgrade Costs"shall mean the Company's good faith estimate of the Reimbursable Upgrade Costs, as specified in the Project Plan and as changed and adjusted from time to time in accordance with Section 6, below. (f) "Estimated Shared Company Costs"shall mean the Company's good faith estimate of the Shared Company Costs, as specified in the Project Plan and as changed and adjusted from time to time in accordance with Section 6, below. (g) "Estimated Shared Government Costs"shall mean the Government Entity's good faith estimate of the Shared Government Costs, as specified in the Project Plan and as changed and adjusted from time to time in accordance with Section 6, below. (h) "Government-Requested Upgrade"shall mean any feature of the Underground Distribution System which is requested by the Government Entity and is not reasonably required to make the Underground Distribution System comparable to the overhead distribution system being replaced. For purposes of the foregoing, any empty ducts installed at the request of the Government Entity shall be a Government-Requested Upgrade (1) "Party"shall mean either the Company, the Government Entity, or both 0) "Private Property Conversion" shall mean that portion, if any,of the Conversion Project for which the existing overhead electric distribution system is located, as of the date determined in accordance with Schedule 74, (i)outside of the Public Thoroughfare, or(ii) pursuant to rights not derived from a franchise previously granted by the Government Entity or pursuant to rights not otherwise previously granted by the Government Entity. (k) "Project Plan"shall mean the project plan developed by the Parties under the Design Agreement and attached hereto as Exhibit A,as the same may be changed and amended from time to time in accordance with Section 6,below. The Project Plan includes, among other things, (i)a detailed description of the Work that is required to be performed by each Party and any third party, (ii)the applicable requirements and specifications for the Work, (iii)a description of the Operating Rights that are required to be obtained by each Party for the Conversion Project(and the requirements and specifications with respect thereto), (iv)an itemization and summary of the Estimated Shared Company Costs, Estimated Shared Government Costs, Estimated Reimbursable Private Conversion Costs(if any), Estimated Reimbursable Temporary Service Costs (if any)and Estimated Reimbursable Upgrade Costs (if any), and (v)the Work Schedule. (1) "Operating Rights"shall mean sufficient space and legal rights for the construction, operation, repair,and maintenance of the Underground Distribution System. (m) "Reimbursable Private Conversion Costs" shall mean (i)all Costs of Conversion, if any, incurred by the Company which are attributable to a Private Property Conversion, less (11)the distribution pole replacement costs(if any)that would be avoided by the Company on account of such Construction Agreement,Attachment"B"to Schedule 74, Page 2 [insert project name here] Private Property Conversion,as determined consistent with the applicable Company distribution facilities replacement program,plus (iii)just compensation as provided by law for the Company's interests in real property on which such existing overhead distribution system was located prior to conversion; provided that the portion of the Reimbursable Private Conversion Costs attributable to the Costs of Conversion under subparagraph (i)of this paragraph shall not exceed the Estimated Reimbursable Private Conversion Costs without the prior written authorization of the Government Entity. (n) "Reimbursable Temporary Service Costs"shall mean all costs incurred by the Company which are attributable to(Q any facilities installed as part of the Conversion Project to provide Temporary Service, as provided for in Schedule 74, and (ii)the removal of any facilities installed to provide Temporary Service(less salvage value of removed equipment); provided that the Reimbursable Temporary Service Costs shall not exceed the Estimated Reimbursable Temporary Service Costs without the prior written authorization of the Government Entity. (o) "Reimbursable Upgrade Costs"shall mean all Costs of Conversion incurred by the Company which are attributable to any Government-Requested Upgrade; provided that the Reimbursable Upgrade Costs shall not exceed the Estimated Reimbursable Upgrade Costs without the prior written authorization of the Government Entity. (p) "Shared Company Costs"shall mean all Costs of Conversion(other than Reimbursable Upgrade Costs, Reimbursable Private Conversion Costs and Reimbursable Temporary Service Costs) incurred by the Company in connection with the Conversion Project; provided, however, that the Shared Company Costs shall not exceed the Estimated Shared Company Costs without the prior written authorization of the Government Entity. For the avoidance of doubt,the"Shared Company Costs"shall, as and to the extent specified in the Design Agreement, include the actual, reasonable costs to the Company for the"Design Work" performed by the Company under the Design Agreement. (q) "Shared Government Costs"shall mean all Costs of Conversion incurred by the Government Entity in connection with (i)any duct and vault installation Work which the Parties have specified in the Project Plan is to be performed by the Government Entity as part of the Government Work, and (ii)the acquisition of any Operating Rights which the Parties have, by mutual agreement, specified in the Project Plan are to be obtained by the Government Entity for the Conversion Project, but only to the extent attributable to that portion of such Operating Rights which is necessary to accommodate the facilities of the Company; provided, however,that the Shared Government Costs shall not exceed the Estimated Shared Government Costs without the prior written authorization of the Company. (r) "Total Shared Costs" shall mean the sum of the Shared Company Costs and the Shared Government Costs. For the avoidance of doubt,the Total Shared Costs shall not include,without limitation,(i)costs to the Government Entity for Trenching and Restoration,or(ii)costs associated with any joint use of trenches by other utilities as permitted under Section 3(b). (s) "Work"shall mean all work to be performed in connection with the Conversion Project,as more specifically described in the Project Plan, including,without limitation,the Company Work(as defined in Section 2(a), below)and the Government Work(as defined in Section 3(a), below). (t) "Work Schedule"shall mean the schedule specified in the Project Plan which sets forth the milestones for completing the Work, as the same may be changed and amended from time to time in accordance with Section 6, below. 2 Obligations of the Company. Construction Agreement,Attachment"B"to Schedule 74, Page 3 [insert project name here] (a) Subject to the terms and conditions of this Agreement,the Company shall do the following as specified in, and in accordance with the design and construction specifications and other requirements set forth in,the Project Plan (the"Company Work"): i) furnish and install an Underground Distribution System within the Conversion Area (excluding any duct and vault installation or other Work which the Parties have specified in the Project Plan is to be performed by the Government Entity), ii) provide a Company inspector on-site at the times specified in the Work Schedule to inspect the performance of any duct and vault installation Work which the Parties have specified in the Project Plan is to be performed by the Government Entity;and iii) upon connection of those persons or entities to be served by the Underground Distribution System and removal of facilities of any other utilities that are connected to the poles of the overhead system, remove the existing overhead system (including associated wires and Company-owned poles)of 15,000 volts or less within the Conversion Area except for Temporary Services. (b) Upon request of the Government Entity,the Company shall provide periodic reports of the progress of the Company Work identifying (i)the Company Work completed to date, (ii)the Company Work yet to be completed,and (iii)an estimate regarding whether the Conversion Project is on target with respect to the Estimated Shared Company Costs, the Estimated Reimbursable Private Conversion Costs(if any), the Estimated Reimbursable Temporary Service Costs (if any),the Estimated Reimbursable Upgrade Costs(if any)and the Work Schedule. (c) Except as otherwise provided in the Company's Electric Tariff G,the Company shall own, operate and maintain all electrical facilities installed pursuant to this Agreement including, but not limited to,the Underground Distribution System and Underground Service Lines (d) Subject to the terms and conditions of this Agreement,the Company shall perform all Company Work in accordance with the Project Plan, the Work Schedule and this Agreement. 3 Obligations of the Government Entity. (a) Subject to the terms and conditions of this Agreement,the Government Entity shall do the following as specified in,and in accordance with the design and construction specifications and other requirements set forth in, the Project Plan(the"Government Work") i) provide the Trenching and Restoration; ii) perform the surveying for alignment and grades for ducts and vaults, and iii) perform any duct and vault installation and other Work which the Parties have specified in the Project Plan is to be performed by the Government Entity. (b) Other utilities may be permitted by the Government Entity to use the trenches provided by the Government Entity for the installation of their facilities so long as such facilities or the installation thereof do not interfere (as determined pursuant to the Company's electrical standards)with the Underground Distribution System or the installation or maintenance thereof. Any such use of the trenches by other utilities shall be done subject to and in accordance with the joint trench design specifications and installation drawings set forth or otherwise identified in the Project Plan, and the Government Entity shall be responsible for the coordination of the design and installation of the facilities of the other utilities to ensure compliance with such specifications and drawings. (c) Upon request of the Company, the Government Entity shall provide periodic reports of the progress of the Government Work identifying (i)the Government Work completed to date, (n)the Government Work yet to be completed, and (iii)an estimate regarding whether the Conversion Project is on target with respect to the Estimated Shared Government Costs and the Work Schedule. Construction Agreement,Attachment"B"to Schedule 74, Page 4 [insert project name here] (d) The Government Entity shah Connection with the be responsible for c (e) Sub' the ter street improvem@nt program withinnthn Call work to be performed in Subject to Conversion Govermm�t Work nand conditions of this A Area. accordance with the Pggreement, the GovernmentProject Entity n, the Work Schedule a shall perform all (a) The d this Agreement, Government Entity and the the Project Plan. Changes to the Work Section 6,below. Company have agreed upon Schedule shall be the Work Schedule (b) Prom made only in accordance set forth in EntityPromptly following the executionwith of any necessary of this q meeting involving nary Preliminary work Agreement and requirements all participants in th Government Entiteshall completion by the G construction ' work se a the Pr • Y shall hold Government With the meetin g and related oJect to review a Pre'Constructlon Work Schedule t l9, the Goo) nt Entity shall gbye then requirements Follow7R cerdination east ten business days prior the Pre- to the comet ncer epany nften notice to Proceed (c) Subject to the to ment date specified assigned to ' rrns and conditions in the �t under this q of this Agreement shall Company performs the Co Agreement in accordance each P not be liable to mPany Work in with arty shall perform the Work subcontractors the Govemmen accordance wtth th o So long accordan �Schedule. arising out of ' or representatives t Ent! (or its grits a Work Schedule the o the dela s • }far an agents, servants Y m the Work Schedule claims,actions, damages,' employees, Company 5 Location of F or liability Contractors, aci es. tY asserted or Aif facilities of the Co Provisions a n all elated OperatingiRd within the hedule 7 '9hts shalt Conversion Area g• Chan es. 4, as specified by the Parties in th, Iined -n t hehe l Plan manner set forth n the Pursuant to this Agreement be (a) Either Party Work withthe y' at any time b petit gneral se ' Y written notice there led to: i pe of this of to the other part the speci:((I) anges in,substitutions for, (a "Request for Y, re an Schedule ns drawings and additions to Change quest changes in the and(iv)than other requirements i the deletions Of any )' including, but not the Work. No Request ors In the location,all n n the Project PI Y Work { )Chan by an authorized re Change shall b alignment dlmen an, (III)cha' n glee in presentative a effective and bindingns Ord r esi n f items!n es in the WQnk {b) If an of each part.. Y change included upon on rties u eluded i or the time r led in an approved R nless signed be made!n wired for, the Pert equest for Change Esfim the Estimated S Perform ofan ange would cause ated Reimbursable p hared Company Coss rt of the Work an a change!n the cost of, e Porary Service Costs nvate Conversion costs the EstlmateCt Shared able adjustment shall rk Schedule to r (d any), the is(if an Govern Objective of agreeing such change. mated Reimbursable Estimated Reimbursable ment costs the unable to agree u g rn writing on a he Parties shall negotiate Costs(if an for resolutiop upon the terms of the utually acceptable equitable to in faith with the the Pursuant to quitable quitable ad good f the (c} The the dispute resolution adjustment, either Party ustment. !f the P Work Schedule, the P°Visions!n Smay submit the rties are Costs, the Estim Estimated Section 10, below, matter 7.ernpora ated Reimb Shared Company ►Y Service Costs a ursable Private Conver �C is rid/or the Estimated Construction q " " �®Estimated Relm osts, the Estimated hared Gov (insert greement Attachment Reimbursable ReimbursableGovernment Project name here,] B to Schedule Upgrade Costs shall be further 74, Page 5 equitably adjusted from time to time to reflect any change in the costs or time required to perform the Work to the extent such change is caused by. (i) any Force Majeure Event under Section 11, below, (ii)the discovery of any condition within the Conversion Area which affects the scope, cost, schedule or other aspect of the Work and was not known by or disclosed to the affected Party prior to the date of this Agreement,or(iii)any change or inaccuracy in any assumptions regarding the scope, cost, schedule or other aspect of the Work which are expressly identified by the Parties in the Project Plan. Upon the request of either Party,the Parties will negotiate in good faith with the objective of agreeing in writing on a mutually acceptable equitable adjustment. If, at any time thereafter, the Parties are unable to agree upon the terms of the equitable adjustment, either Party may submit the matter for resolution pursuant to the dispute resolution provisions in Section 10, below. (d) Notwithstanding any dispute or delay in reaching agreement or arriving at a mutually acceptable equitable adjustment, each Party shall, if requested by the other Party, proceed with the Work in accordance with any approved Request for Change. Any request to proceed hereunder must be accompanied by a written statement setting forth the requesting Party's reasons for rejecting the proposed equitable adjustment of the other Party. 7. Compensation and Payment (a) Subject to and in accordance with the terms and conditions of this Agreement(including,without limitation,the payment procedures set forth in this Section 7),payment in connection with the Conversion Project and this Agreement shall be as follows. i) The Total Shared Costs shall be allocated to the Parties in the following percentages (A)sixty percent(60%)to the Company, and(B)forty percent(40%)to the Government Entity. ii) The Government Entity shall pay one hundred percent(100%)of all Reimbursable Private Conversion Costs, if any. hi) The Government Entity shall pay one hundred percent(100%)of all Reimbursable Upgrade Costs, if any. iv) The Government Entity shall pay one hundred percent(100%)of all Reimbursable Temporary Service Costs, if any. v) The Government Entity shall pay one hundred percent(100%)of the costs it incurs to perform that portion of the Government Work specified in Section 3(a)(i)and (n) (i.e.,Trenching and Restoration and surveying). vQ The Company shall pay one hundred percent(100%)of the costs it incurs to design, provide and construct any Company-Initiated Upgrade. vii) The Company shall pay one hundred percent(100%) of the costs it incurs to obtain Operating Rights outside the Public Thoroughfare. (b) Based on the allocation of responsibilities set forth in Section 7(a),above,the Parties shall determine the net amount payable by the Government Entity or the Company,as applicable,to the other Party under this Agreement(the"Net Amount"). The Net Amount shall be determined by using the amount of the Total Shared Costs allocated to the Government Entity under Section 7(a)(i), and adjusting such amount as follows: i) Subtracting (as a credit to the Government Entity)the amount of the Shared Government Costs. ii) Adding (as a credit to the Company)the amount of all Reimbursable Private Conversion Costs, Reimbursable Upgrade Costs and Reimbursable Temporary Service Costs. iii) Subtracting(as a credit to the Government Entity)any payments previously made to the Company by the Government Entity under the Design Agreement which, under the terms of the Design Agreement, are to be credited to the Government Entity under this Agreement. Construction Agreement, Attachment"B"to Schedule 74, Page 6 [insert project name here] The Net Amount,as so calculated, (A)will be an amount payable to the Company if it is a positive number, and (B)shall be an amount payable to the Government Entity if it is a negative number. (c) Within sixty(60)business days of completion of the Conversion Project,the Government Entity shall provide the Company with an itemization of the Shared Government Costs (the "Government Itemization"),together with such documentation and information as the Company may reasonably request to verify the Government Itemization. The Government Itemization shall, at a minimum, break down the Shared Government Costs by the following categories, as applicable: (i)property and related costs incurred and/or paid by the Government Entity, including any costs of obtaining Operating Rights, and (ii) construction costs incurred and/or paid by the Government Entity, including and listing separately inspection, labor, materials and equipment, overhead and all costs charged by any agent, contractor or subcontractor of the Government Entity. (d) Within thirty(30)business days after the Company's receipt of the Government Itemization and requested documentation and information,the Company shall provide the Government Entity a written statement(the "Company Statement")showing (Q an itemization of the Shared Company Costs, (ii)the Parties' relative share of the Total Shared Costs based on the Company's itemization of the Shared Company Costs and the Government Entity's itemization of the Shared Government Costs set forth in the Government Itemization, (iu)any Reimbursable Private Conversion Costs, (iv)any Reimbursable Upgrade Costs, (v)any Reimbursable Temporary Service Costs, (vi)any credits to the Government Entity for payments previously made to the Company by the Government Entity under the Design Agreement which, under the terms of the Design Agreement,are to be credited to the Government Entity under this Agreement, and (vii)the Net Amount, as determined in accordance with Section 7(b), above,together with such documentation and information as the Government Entity may reasonably request to verify the Company Statement. The itemization of the Shared Company Costs included in the Company Statement shall, at a minimum, break down the Shared Company Costs by the following categories, as applicable: (i)design and engineering costs,and (ii)construction costs, including and listing separately inspection,labor, materials and equipment, overhead and all costs charged by any agent,contractor or subcontractor of the Company. (e) Within thirty(30)business days after the Government Entity's receipt of the Company Statement and requested documentation and information, the Net Amount shall be paid by the owing Party to the other Party, as specked in the Company Statement. 8. Indemnification. (a) The Government Entity releases and shall defend, indemnify and hold the Company harmless from all claims, losses, harm, liabilities,damages, costs and expenses (including, but not limited to, reasonable attorneys'fees)caused by or arising out of any negligent act or omission or willful misconduct of the Government Entity in its performance under this Agreement. During the performance of such activities the Government Entity's employees or contractors shall at all times remain employees or contractors, respectively, of the Government Entity. (b) The Company releases and shall defend, indemnify and hold the Government Entity harmless from all claims, losses, harm,liabilities,damages,costs and expenses (including, but not limited to, reasonable attomeys'fees)caused by or arising out of any negligent act or omission or willful misconduct of the Company in its performance under this Agreement. During the performance of such activities the Company's employees or contractors shall at all times remain employees or contractors, respectively, of the Company. (c) Solely for purposes of enforcing the indemnification obligations of a Party under this Section 8, each Party expressly waives its immunity under Title 51 of the Revised Code of Washington,the Industrial Insurance Act, and agrees that the obligation to indemnify,defend and hold harmless provided for in this Section 8 extends to any such claim brought against the indemnified Party by Construction Agreement,Attachment"B"to Schedule 74, Page 7 [insert project name here] or on behalf of any employee of#*,indemnifying Party. The foregoing waiver shall not in any way preclude the indemnifying Party from raising such immunity as a defense against any claim brought against the indemnifying Party by any of its employees. 9. Conversion of Service to Customers within Conversion Area. (a) Upon commencement of the Work,the Government Entity shall notify all persons and entities within the Conversion Area that service lines to such customers must be converted from overhead to underground service within the applicable statutory period following written notice from the Government Entity that service from underground facilities are available in accordance with RCW 35.96.050. Upon the request of any customer, other than a single family residential customer,within the Conversion Area,the Company shall remove the overhead system and connect such persons'and entities' Underground Service Lines to the Underground Distribution System. (b) The Parties acknowledge that single family residences within the Conversion Area must(1) provide a service trench and conduit, in accordance with the Company's specifications,from the underground meter base to the point of service provided during the conversion, and (n)pay for the secondary service conductors as defined in Schedule 85 of the Company's Electric Tariff G. The Government Entity shall exercise its authority to order disconnection and removal of overhead facilities with respect to owners failing to convert service lines from overhead to underground within the timelines provided in RCW 35.96.050. 10. Dispute Resolution. (a) Any dispute, disagreement or claim arising out of or concerning this Agreement must first be presented to and considered by the Parties. A Party who wishes dispute resolution shall notify the other Party in writing as to the nature of the dispute. Each Party shall appoint a representative who shall be responsible for representing the Party's interests The representatives shall exercise good faith efforts to resolve the dispute. Any dispute that is not resolved within ten (10)business days of the date the disagreement was first raised by written notice shall be referred by the Parties'representatives in writing to the senior management of the Parties for resolution. In the event the senior management are unable to resolve the dispute within twenty(20) business days (or such other period as the Parties may agree upon),each Party may pursue resolution of the dispute through other legal means consistent with the terms of this Agreement. All negotiations pursuant to these procedures for the resolution of disputes shall be confidential and shall be treated as compromise and settlement negotiations for purposes of the state and federal rules of evidence. (b) Any claim or dispute arising hereunder which relates to any Request for Change or any equitable adjustment under Section 6,above, or the compensation payable by or to either Party under Section 7,above,and which is not resolved by senior management within the time permitted under Section 10(a),above, shall be resolved by arbitration in Seattle,Washington, under the Construction Industry Arbitration Rules of the American Arbitration Association then in effect. The decision(s)of the arbitrator(s)shall be final, conclusive and binding upon the Parties All other disputes shall be resolved by litigation in any court or governmental agency, as applicable, having jurisdiction over the Parties and the dispute. (c) In connection with any arbitration under this Section 10, costs of the arbitrator(s), hearing rooms and other common costs shall be divided equally among the Parties. Each Party shall bear the cost and expense of preparing and presenting its own case(including, but not limited to, its own attorneys'fees); provided,that, in any arbitration,the arbitrator(s) may require, as part of his or her decision, reimbursement of all or a portion of the prevailing Party's costs and expenses (including,but not limited to, reasonable attorneys'fees)by the other Party. Construction Agreement,Attachment"B"to Schedule 74, Page 8 [insert project name here] (d) Unless otherwise agreed by the Parties in writing,the Parties shall continue to perform their respective obligations under this Agreement during the pendency of any dispute. 11 Uncontrollable Forces. In the event that either Party is prevented or delayed in the performance of any of its obligations under this Agreement by reason beyond its reasonable control (a"Force Majeure Event"),then that Party's performance shall be excused during the Force Majeure Event. Force Majeure Events shall include,without limitation,war,civil disturbance;flood, earthquake or other Act of God; stone, earthquake or other condition which necessitates the mobilization of the personnel of a Party or its contractors to restore utility service to customers; laws, regulations, rules or orders of any governmental agency; sabotage;strikes or similar labor disputes involving personnel of a Party, its contractors or a third party; or any failure or delay in the performance by the other Party,or a third party who is not an employee, agent or contractor of the Party claiming a Force Majeure Event, in connection with the Work or this Agreement. Upon removal or termination of the Force Majeure Event,the Party claiming a Force Majeure Event shall promptly perform the affected obligations in an orderly and expedited manner under this Agreement or procure a substitute for such obligation. The Parties shall use all commercially reasonable efforts to eliminate or minimize any delay caused by a Force Majeure Event. 12. Insurance. (a) PSE shall,and shall require each of its contractors to, secure and maintain in force throughout the duration of the Conversion Project(or, if sooner, until termination of this Agreement) comprehensive general liability insurances,with a minimum coverage of$2,000,000 per occurrence and $2,000,000 aggregate for personal injury;and $2,000,000 per occurrence/ aggregate for property damages, and professional liability insurance in the amount of$2,000,000. (b) The Government Entity shall ensure that each of its contractors performing any Government Work secures and maintains in force throughout the duration of the Conversion Project(or, if sooner, until termination of this Agreement) insurance policies having the same coverage, amounts and limits as specified Section 12(a), above. (c) In lieu of the insurance requirements set forth in Section 12(a), above,the Company may self- insure against such risks in such amounts as are consistent with good utility practice. Upon the Government Entity s request,the Company shall provide the Government Entity with reasonable written evidence that the Company is maintaining such self-insurance. 13. Other. (a) Agreement Subject To Tariff. This Agreement is subject to the General Rules and Provisions set forth in Tariff Schedule 80 of the Company's electrical Tariff G and to Schedule 74 of such Tariff as approved by the Washington Utilities and Transportation Commission and in effect as of the date of this Agreement. (b) Termination. The Government Entity reserves the right to terminate the Conversion Project and this Agreement upon written notice to the Company. In the event that the Government Entity terminates the Conversion Project and this Agreement,the Government Entity shall reimburse the Company for all costs reasonably incurred by the Company in connection with the Work performed prior to the effective date of termination. In such event, the costs reimbursable to the Company(i)shall not be reduced by any Shared Government Costs or other costs incurred by the Government Entity,and (ii)shall be paid within thirty(30)days after the receipt of the Company's invoice therefor. Sections 1, 5, 7, 8, 9, 10, 11 and 13 shall survive any termination of the Conversion Project and/or this Agreement. Construction Agreement,Attachment"B"to Schedule 74, Page 9 [insert project name here] ent shall m any way affect the rights re In this A9reem rtaining to the existing pp V©Its. Nothing agreements pe Than 15 any under any Pn the Coviousngversion Area• comply (c) Faci ides Greater regiment, ations of the Comp Vohs w the Work under this Agreement, or oblig reater than 15,E erfororing d regulations. this facilities of g Parties shall,in P ordinances,an under (d) Com liance W{th Law. Thetate,and local caws, erlormed by the COmPa 1. licable federal, and to the W0 P inatton on the basis race, with all app with reg relating to discrimination is of any physical or sensory The ComPanY laws or supplies. ► with all appiibte or the prese ent of materials ke) No piscrimtnati n• creed,age,sex' rocum"n is Agreement,shall comp V ion, of employees or p that the Company ai origin,re 19 any rs acting Col nation seiectlon and retention a Government Entity agree Come handicap in the and th reem erforming the Company Work and this Ag ent Entity in P to er and ct to the for the Governor of em any shall be �{) Inde endent Contrador. with re is not acting the relationship Comp endent c0 ctiGties and considered to createemPloyee Of the °f the an indep rotect its fa Work or and P AV shall be Company not any virtue to preserve , is Ag ent Entdy by therwise Work. N°th'ng in this Parties. Neither the Governor ithholdmg°r° employee between ed employees of the responsible for State Industrial InsuranceanY benefits accord shall nothe to the ect to the G°mpanY entitled to any The GOveMm Entity or contributing resp Agreement. or social security n employer with this A9 federal inc°me fax In the duties of a deductm9 to insist upon°r enforce program,or otherwise ass or 9 r Party other e of the Come r delay°f ON ent or to exercise any all, employe reem respect thereto,sh h or R rnedie . No failure o with f Ri of any proviston of this mangy or choice of,or the othef p of dealing°r P ed as a waiver or, or equity not lg) Nonwaiver ance by and no course be constru ent or any right at law under strict perfOror , A reement, Is Agreement right l r remedy right under this Agreementrovtded in this 9 rovis-on of th of any t to the extent p stance shall not constitute ri tit under any p waiver by either Party except nt of any 9 ress stance or c{rcum relinquishme for herein. The, Particular tn Otherwise provided equity stance. Nothing Agreement or at lower instance or circum this Agreement-other this A9 arty beneficlanes so,on anyone°then than the waiver thereof in any third-p gen fic{ar► , There are n° nfer any n9ht or interest at representatives. �h) NO Third Pa reement is►ntendassignsand leg orders and Other in this A9 five succesSOfS' rules,regulations. and courts [ontained to the onties rules, parties,their respective entaI regulatory auth ordinances, This Agreement is subo,e nor All laws, ental regulatory entai uthorit . ect,of all g . or either of ti1em of overnm (i) Gov rn now or hereafter in m nt the parties effect, a of this character are requirements, over this Agree. now or hereafter ina reem unsd{ction o requirements, rated into 9 hav{n91 otheraired to be incorpo regulations,orders andreement• to an and courts that at required Ag association, authorities orated in nstrued t°crea obligations or by this reference'n°OrP interpreted or c° artnershiP to enter notto impose an�gPa power or authority This A9r8em8� n the Parries or agent or representative �) No partners I - artne,ship betty shall hav as be an a9 Furtr'er,neither Party or joint venture Or P king for or on behalf of,to a 1►ability upon either Parhnderta of any such agreement or u other party, application having into any a9 {se bind the A reement or the by any court of,or to otherwise extent provided by at any provision of thus a 9 circurnstan tmum affected thereby In the event that er Party effect to themax shalt not be (k) Severabr►� held invalid as to ea n in force and applicationapplication not severable from provision shall be Agree and ,,,diction,such Pr°vision shall this A9 court j r rovisions or arbitrator holds they are raw,and all oche Pforce and effect unless a but shall remain I ons. the invalid P Construction Agreement; AttachmBnr,Sa to Schedule 74,Page 10 ct name tinsert proje here) (1) Notice Any notice under this Agreement shall be in writing and shall be faxed (with a copy followed by mail or hand delivery),delivered in person,or mailed, properly addressed and stamped with the required postage,to the intended recipient as follows: If to the Government Entity: City of Kent 220 Fourth Ave. South Kent,WA 98032-5895 Attn: Chad Bieren Fax: 253-856-6500 If to the Company: Puget Sound Energy, Inc. 6905 South 228th Street Kent,WA 98032 Attn. Doug Corbin Fax: 253-395-6882 Any Party may change its address specified in this Section 13(I) by giving the other Party notice of such change in accordance with this Section 13(I). (m)Applicable Law. This Agreement shall in all respects be interpreted, construed and enforced in accordance with the laws of the State of Washington (without reference to rules governing conflict of laws), except to the extent such laws may be preempted by the laws of the United States of America. (n) Entire Agreement. This Agreement constitutes the entire agreement of the Parties with respect to the subject matter hereof and all other agreements and understandings of the Parties,whether written or oral,with respect to the subject matter of this Agreement are hereby superseded in their entireties; provided, however,that except as expressly set forth in this Agreement, nothing herein is intended to or shall alter,amend or supersede the Design Agreement and the same shall remain in full force and effect in accordance with its terms. (o) Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the respective successors, assigns, purchasers,and transferees of the Parties, including but not limited to,any entity to which the rights or obligations of a Party are assigned, delegated, or transferred in any corporate reorganization,change of organization, or purchase or transfer of assets by or to another corporation, partnership, association, or other business organization or division thereof. Government Entity: Company: City of Kent PUGET SOUND ENERGY, INC. BY BYAw..+✓/ Si Cev� ITS Ma or ITS Municipal Liaison Manager Date Signed 6/9/05 Date Signed A Ap r"as i Con ction A meat,Attachment"B"to Schedule 74, Page 11 [insert project name here] ® PUGET SOUND ENERGY Exhibit A: Project Plan City of Kent: Military Road Underground Conversion South 229 h to South 239th Project Number 101023682 Revised 515105 This Project Plan describes work to be performed by Puget Sound Energy and/or its contractor ("PSE") and the City of Kent and/or its contractor("City") for the conversion of certain PSE electrical distribution system facilities as described herein(the"Conversion Project"). In addition to this document,this Project Plan includes and consists of- Attachment A-Relevant drawings and specifications for the Conversion Project work • Attachment B -Relevant PSE Standards for installation of PSE facilities • Attachment C-Project Cost Estimate document(s) • Attachment D—Operating Rights being acquired by City • Attachment E—List of existing overhead services to be converted. Revisions to this Project Plan must be mutually annroved by the City and PSE. Conversion Proiect Scope Pursuant to PSE's Schedule 74,PSE will convert its existing overhead distribution system of 15,000 volts and less to an Underground Distribution System within the following area(the "Conversion Area"): Along Military Road South from approximately 150' north of South 239a' St to 400' north of 228`s St. Total trench length is approximately 3,220 lineal feet. The Conversion Project includes modification or replacement of all existing service lines within the Conversion Area to connect to the Underground Distribution System and removal of PSE's existing overhead distribution facilities from the Conversion Area. Refer to project drawings for PSE Work Order 101023682. In conjunction with the Conversion Project, PSE will remove its existing street lighting system within the Conversion Area and relocate the existing transmission poles to the back of the proposed sidewalk. There are no Company Initiated Upgrades, Government Requested Upgrades or Temporary Service elements included in this Project Scope. The existing three phase overhead pole line on Bolger(228a')is located outside of the existing Public Thoroughfare. Because of this, the cost to replace this first pole and the up-feed termination is 100%City cost. City of Kent Page 1 Military Rd Conversion 101023682 Operating RIAts The primary voltage meter pole on the City of Seattle property is currently located outside of the Public Thoroughfare and the new pad mounted primary metering cabinet will also be located outside of the Public Thoroughfare on City of Seattle property. The first pole on Bolger(228`h) is located outside of the existing Public Thoroughfare. All other existing overhead distribution facilities are located within the Public Thoroughfare. With the exception of the metering cabinet, the new Underground Distribution System will be located within Public Thoroughfare. Unless otherwise mutually agreed, operating rights to provide Sufficient Space will need to be acquired pursuant to Schedule 74 Section 3 prior to the start of Conversion Project construction. City Responsibilities Notice to Customers: The City will provide appropriate written notice to customers within the Conversion Area prior to the start of Conversion Project construction work, including City and PSE contact information, Conversion Project Schedule,notice that service interruptions may be required and work required to be performed by customers. Trenching,Restoration&Job Coordination: The City, or it's Contractor, will perform all excavation and trenching, shoring(if required),bedding,backfill, site restoration and project coordination required for the installation of the Underground Distribution System. Surveying: The City will perform all surveying for alignment and grades of vaults, ducts and poles for the installation of the Underground Distribution System. Installation of Ducts &Vaults: The City,or it's Contractor,will perform the installation of ducts and vaults for the Underground Distribution System using materials provided by PSE subject to inspection and acceptance of this work by PSE. A complete installation includes grouting the vault entrances,proofing the duct, installation of mule tape and end plugs on all spare conduits. Notice for Materials Delivery: The City will provide PSE ten(10)working days notice prior to the start of ducts and vaults installation by the City to allow for delivery of PSE's materials, scheduling of vault deliveries and scheduling of PSE's construction inspector. Staging and Storage: The City, or it's Contractor, will provide secure staging and storage area(s) for ducts and vaults materials provided by PSE and will be responsible for the security and condition of these materials until they are installed and accepted by PSE or returned to PSE. Traffic Control: The City will provide flagging and traffic control as required for all work performed by the City. Notice to Convert or Modify Service Lines: Unless otherwise specified in this Project Plan, at the completion of the Conversion Project all customers within the Conversion Area must be served by underground services lines.The City will provide written notice, in accordance with RCW 35.96.03, to customers within the Conversion Area that they must replace existing IJ overhead service lines with underground service lines or modify/reroute existing underground service lines as required to connect to the Underground Distribution System. Service lines to be replaced or modified are listed in this Project Plan. City of Kent Page 2 Military Rd Conversion 101023682 Coordination of Other utilities attached to pSEU�ties: The,Ci other utilities of any poles within�the�will coordinate the removal Y excavationsConversion and relocation Of other -PSIE and/or trench Area and will coot ther ` e.�,Unsib' ' used for the Conversion dinate anYJoint use by Ducts & Va t[�h~s ults Materials: p mauls for installation SE or,• > Inspection of ducts and vaults by thteoCteyndor, wi11 provide and deliver o oversee proer d s eceptance of Duets&V n site all and vaults s elation ofdu cults: PSE will "proofing„is defined once the new system cults by the City PSE Provide inspection services to and clear Of debris successfui confi as been proofed by the City accept the completed ducts Pulling mule to and damage' Installedrmation by use of a �'°tits Contractor. Pe Mandrel will loaned to the proper and loc that the duct syst ern Proo Existing Vaults: PSE will Y PSE to the City and locations and a free provide an el t3'or it s Con containing a g of conduit when site r electrical worker to completeContractor. Installation and requires work in an a vaults s Renroya►of energized vault, conduit installations and system install Electrical Facilities: Distribution Installed by the City,PSE will • Followin Set•trices lines)System and will remove Mall all electric aCCeptance of the ducts and In service thin the Con v the existin &cal facilities for all custom version g overhead facilities the Under remov m•service lines ����the Under (including gr°IIIId rock. ed from PSE's poles. is are connected thereto ground Distribution Soverhead E will fill holes left after and all other utilities Ystem is placed Traffic Control: PSE Pole remove with com have been Perfortned by PSE, will provide fla Pacted crushed Under gging and traffic control as r of the ground Service Dines: Unless required for all work underground Ion Protect all cusam offer Vise specified reside Yea l ers within the COnv in this Protect PI residential custom mom• PSE will install ersion Area an, at the com underground �11I trench undergrounds must be served by pletion Schedule 85. 3CryiCe lines to a dd Conduits provided b ce lIn'for sin Work to be PSE Underground Dis Y the customer gle-family p' fo will Provide information and �bution System )and will disconnect and r�nedn by custom assistance f all in accord connect all sociatedCe to customers and the with PSE spice line work ect service to custo with undergrounds City t°facilitate replaced or modified are customers at least twourin wing regular busui Ice lines. PSE will Service Inte Ptlons. ed m Project Platt, ess days m advance hSsand w'lI schedule ►ru lines to be Undered during Cons Ctron o f rarY interruptions of electrical Ound Distribution S the Conversion Pro j�t Service to Gusto working days advance notice a em. PS E will use Of trams fer of Gusto customers will be Construction S@ryr�int able el►'orts mers to the Meetin �PtiOus to to Provide at least two the installation of P gs:PSE tomem. SE equipment it's Contractor will be available for weekly meetings during City of Kent Military Rd Convon 101023682 Page 3 Construction Work Schedule The Conversion Project Work will be performed in accordance with the following Work Schedule,unless this Schedule is revised by mutual consent and agreement of the City and PSE or circumstances beyond the control of PSE and the City preclude such performance. Installation of ducts and vaults: The City will advertise for bids in May 2005 and anticipates starting installation of the vault and duct in July 2005.The City expects to install a minimum of 50 trench feet per day including vaults. It is estimated that installation on the duct and vault system will be completed in September 2005. Installation of equipment,connection of customer service lines and removal of the existing overhead facilities: Installation of the electrical system by PSE will start immediately after the duct and vault system is complete and accepted by PSE.Work will progress in a single uninterrupted effort until the entire system is energized. PSE or it's Contractor,will convert overhead customer services to underground within the 90 day period after the system is energized. Once all services have been converted and all other utilities have removed their facilities, PSE,or it's Contractor will remove the poles within 15 business days. Proiect Cost Estimate & Allocation • Actual project costs will be allocated pursuant to the Conversion Project Design Agreement and Construction Agreement and PSE's rate Schedule 74. Assumptions The Project Design Work(construction plans and specifications), Construction Schedule and Construction Costs Estimate are based on and reflect the following assumptions. Construction conditions that are not consistent with these assumptions may result in a request for change to the Construction Schedule and/or Construction Costs Estimate pursuant to Section 6 of the Construction Agreement. Schedule 1. PSE will be provided continuous access to the construction site and associated electrical work during all working days. A working day for the delivery and installation of vaults and ducts is defined as an 8 hour day Monday through Friday between the hours of 7:00 am and 6:00 pm, excluding holidays. A working day for a PSE line crew is defined as up to a 10 hour day Monday through Friday between the hours of 7:00 am and 6:00 pm, excluding holidays. 2. Should lane closures become necessary, a northbound lane closure is limited to the hours between 9:00 am and 5:00 pm Monday through Friday and a southbound lane closure is limited to the hours between 8:00 am and 3:00 pm Monday through Friday. 3. Once PSE's construction crews are mobilized, the conversion will be constructed in one continuous nonstop effort, end to end,until the project is completed. City of Kent Page 4 Military Rd Conversion 101023682 ed dw-ing regular outside of thh will be perform customers tion,P� and transfers of existinS for work,including insp� 4• Cut-over niay be ass ssed ion 1• a schedule for excavation pvertime chargesagree Uponthe manufacture will referen n#motor ill mutuallyv manufactu- re business hours e City's GO of vaults from 5. PSE'sntractox off all vaults. Scheduling for delivery d delivery o f two days notice' essary by Other utilities will for an �lines and work nec performance of PSE s require a mutimurn l or modify seMce lines ere with or delay the P 6. Customer work to instal so as not to performed and c°n'Peted and PSE's in PSE's project drawings PSE Design Plans perform as shown project Plan'project will be p this 7• The Conversion Proj on standards which accompanyare available forfacilities at the design and cons � on PSE's project dxawtngs o f"temP°rarY' shown and removal g, Locations for facilities of include installation s Project Plan does n tion. ent will be necessary y wall be 9 Thi constxuc ground �utp necessary request of others during five bollards for above b lards become ated that protectent of cop 10,It is not anti f due to final;p this projec installed as a shared cost' are based on the coon Costs Estimate Summarytherwise in Cost Estimate m the Constru ro ect drawings costs presented• in PSE s P 11.The estimated are based on the installation of facilities at Plan a Costs hmate Sutnmary ule included accordance with this project coon coon Work Schell presented in the eG wi�the Constru tion 1 and 2 above. costs Pr PSE in acco dressed in assumptions s For this 12.The estimated f work by nod ad day. erformance the working Pe a normal w°rkr sgThe cutover of inthis Project Plan during will be done outside o tth ay for five day • t hours• trench across SR-516 at an ov a rate Pay outage for eight 13.The°�cU, tree ctor will be working V will cause a Power work will be,done at a work PSE's 1nsP ound power at Poulsbo R sting undergr done at night at an overtime rate of pay. All the existing 11 be do Summary provide for This work wi coon Costs Estima straight time rate of PaY in fife Constru and PSE inspection of this work- ated costs presented the City across SR-516. A 14.The estim vault instkwtionby installed for t performance of duct& for PSE facilities e for the P pT Franchise Am�dment1S requittrequimd but there will be no charge 15. A W oDKent Right of Way permit wed for the project. These are the only pets req Page 5 City of Rd Conversion Military 101023692 PSE Facilities Design Standards The following PSE Design Standards are included in this Project Plan and may be applicable to this Conversion Project: 6315.0008 Guard Posts for Padmount Transformers 6325.3200 Underground Services . 6775.0035 Vault, Handhole and Padmounted Equipment Location 6775.0040 Vault and Handhole Installation 6790.0075 Customer Supplied Trench Requirements 6790.3050 Using Fluidized Thermal Backfill 6800.4050 Depth of Burial Requirements for Underground Cable 6800.6000 PVC Conduit Installation 6825.6505 Installation of Electronic Markers Temporary Support (Holding) of PSE Poles Whenever one or more poles belonging to PSE or supporting PSE conductors or equipment are required to be temporarily supported during excavation in proximity to such poles,the City or its contractor will coordinate with PSE or its contractor to provide such support. The need to temporarily support any such poles shall be determined by a qualified PSE employee or PSE contractor. If required, such temporary support shall be provided by PSE or its contractor. As used herein, "temporary support"means supporting one or more poles for a continuous working period of ten hours or less. Whenever the requirement for temporary pole support is due to excavation for installation of PSE's underground electric distribution system,the cost of such support will be allocated pursuant to PSE's Schedule 74 section 2.b. Whenever the requirement for temporary pole support is due to excavation for installation of City owned facilities and is not otherwise required for installation of PSE's underground electric distribution system,the cost of such support will be allocated pursuant to the existing franchise agreement between the City and PSE (if applicable)or as otherwise mutually agreed by the City and PSE. Whenever the requirement for temporary pole support is due to excavation for installation of facilities by or for a party other than the City and is not otherwise required for installation of PSE's underground electric distribution system, the cost of such support will be borne by the party requesting or requiring the support. City of Kent Page 6 Military Rd Conversion 101023682 Services Lines Underground Service Lines: Unless otherwise specified in this Project Plan, at the completion of the Conversion Project all customers within the Conversion Area must be served by underground services lines. This includes the primary voltage service to the City of Seattle. Customers must make their premises ready for service by underground service lines and must make application to PSE for replacement,modification and connection of service lines. Non-residential customers must provide suitable customer installed,owned and maintained underground service lines in accordance with PSE Schedule 85. For the City of Seattle primary voltage service, PSE will install a primary voltage metering cabinet.The City of Seattle will connect their primary voltage underground cables to the meter cabinet. Residential customers (single family residences)must provide the trench,backfill and suitable conduit under obstructions (if any)to PSE's specifications, and PSE will install, own and maintain the service lines therein in accordance with PSE Schedule 85. Please see Attachment E for a list of existing overhead services to be converted. Acceptance of Proiect Plan The City and PSE mutually agree to and accept this Project Plan as of the date indicated: For the C For PSE- By: By: Date: 9 - Dom' Date: k/lco a5 City of Kent Page 7 Military Rd Conversion 101023682 a 0 0 0 0 N l�\Cl I!1 'O m O C � m 8S g (q 0 8 o a` c: Go a� o 00 rn F�- E CQ, pp � Goa N G7 U W 4A 49 4A 49 f9 69 69 % 9 4A to la W ym+ 62yt H �- 41 6% 4A 4f9 f9 0 f9 0 696,11 i9 K9 0 . . 0 . 8 . p d F f9!g f9 f9 IA 49 dl fPr 49 Eg E a § c Ci W p C R C fA iR t9 fR<A H H f9 fA EH V ® r m E 3 L v u t m d EE W o 4A w fa H f»49 fa 690 4A 3 n a o 0 O UE fn EA fA FA!l9 1A fPr N f9 Hi FA m a � rn L a j + s O sLM co) . 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