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AG 08-055 DATE IN: I DATE OUT: I TO: Ca.r--me.n ]ea..l { CITY OF FEDERAL WAY LAW DEPARTMENT REQUEST FOR CONTRACT PREPARATIONIDOCUMENT REVIEW/SIGNATURE ROUTING SLIP 5 G. 8 1. ORIGlNATING DEPT/DIV: Puu / Sf f-e e+5 , 2. ORIGINATING STAFF PERSON: & r I (-t VI Re> 10 I"'r~_ EXT: ~7 2 .~ 3. DATE REQ, BY:___..__... 4. TYPE OF DOCUMENT REQUESTED (CHECK ONE) [J PROFESSIONAL SERVICE AGREEMENT o MAINTENANCE/LABOR AGREEMENT [] PUBLIC WORKS CONTRACT [J SMALL PUBLIC WORKS CONTRACT o SECURITY DOCUMENT (E,G. AGREEMENT & PERFIMAIN BOND; ASSIGNMENT OF FUNDS IN LIEU OF BOND) o CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) )KcONTRACT AMENDMENT. AG#: 08~~ . D CDBG C(".(.(.'S~ on:\i'f,l. ">f. #2- o OTHER SC it ed lA' -f 7t'.-1 (LESS THAN $200.000) [J PURCHASE AGREEMENT) (MATERIALS. SUP['L1ES. EQUIPMENT) [] REAL ESTATE DOCUMENT <.!'''? ") O+i, S' t r A I , t fa I') I C PROJECT NAME: -). ->c . vl/llOn~rOlolillC-'t.1.j ,.. 32/1ldAv-f' reCfs.e e~f jVl NAME OF CONTRACTOR: c SOc..llA.d. ADDRESS:: c; - '> .~, " ~ .. " - TELEPHONE 2 >'!..~a::<j?g 7 QI~~JR~N3~~~~"ft'"~ wI! QfD1'7 TITLE Proj Wl~y ATTACH ALL EXHIBITS AND CHECK Bi:rXES 0 SCOPE OF SERVICES 0 ALL EXHIBITS REFERENCED [N DOCUMENT [] INSURANCE CERTIFICATE 0 DOCUMENT AUTHORIZING SIGNATURE tr (! 0"'+ I""a. c..1- A G, ~ 08 - O~:5 TERM: COMMENCEMENT DATE: COMPLETION DATE: 9. TOTAL COMPENSATION $ _ (INCLUDE EXPENSES AND SALES TAX, [I' ANY) (IF CALCULATED ON HOURLY LABOR CHARGE . ATlACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: DYES DNO (I' YES, MAX[MUM DOLLAR AMOUNT: $ IS SALES TAX OWED 0 YES 0 NO IF YES, $ PAID BY: D CONTRACTOR 0 Crr CONTRACT REVIEW )1cPROJECT MANAGER )(DIRECTOR 7/a.O B-Rf'SK MANACE~ E:l.hA-W .~ S (!J~l(l('j Copie S +0 P5E CONTRACT SIGNATURE ROUTING [] tXv{ DEflAltfIvIEN'f 1}J.DijI..,erry MAnACER ?W D' R.E''-~ )<t' CITY CLERK ~ 0.1!. {~~~~G~~~YABG~CQT~_005N5T(hG)DEPT. + I ~ fr'\ One. Orcein, CJfr('{\ 1'2.\ .~_____. tXPURCHASING: PLEASE CHARGE TO: :36(0 "- 4400 --/7 1> ~ >Cf S" ~ 30 ._~) >>- PC(s~ --I/..tn."u~L, +0 L\>'^t'l..c.h'~",,+ d''''''.1' oed en a f e I 00 '% f'S E (; 0 S +, OY't~i nals . _ 10. II INITIAL/DATE APPROVED INITIAL/DATE APPROVED INITIAL/DATE APPROVED COMMENTS iSe>+h .-Ex~- a. 10109102 'ORICl,~JAL' . PUGET SOUND ENERGY CHANGE ORDER Number # 2 To: Doug Corbin Date: 4/24/2009 Project Number: 101049117 Attn: Doug Corbin Project Manager: Dennis Booth Project: South 320th and Weyerhaeuser Way Sch 74 Conversion Description of work: Temporary Support (Holding) of PSI: Poles Date of pole hold 4/28/09 Pole Grid number 311839-163915 Pole was held for an 8 hour shift due to the extreme depth of the of the trenching. It was determined that the trench would be at a depth grater than the bottom of the pole Cost includes 8 hours of flagging Item Amount Comments Company Labor Materials Service Provider Outside Services Operating Rights Overhead s S $ $ Company Tolal $ 2,385 includes sales tax 356 2,742 Government EntIty Labor Operating Rights $ $ Government Enllty Total $ Change Order Total $ 2,742 Allocation of Change Order Total Company 100% Government Entity 0% $ S 2,742 Change Order Tolal $ 2,742 Note: This change orderwlll be effective only when signed by both parties: ;~:s.~~_ Date: City of ~~~~~ \ \. 7....cs\ 'L<:3 oC; Signed: Title: Dale: (Please sign and return one copy) 3591 7-M Puget Sound Energy PO Box 90868 Bellevue, WA 98009-0868 PUGETSOUNDENERGY a subsidiary of PUGEr ENERGY I DATE OUT: I TO: Ca.r--me.n ]ea..l { CITY OF FEDERAL WAY LAW DEPARTMENT DATE eN: REQUEST FOR CONTRACT PREPARATIONIDOCUMENT REVIEW/SIGNATURE ROUTING SLIP 1. ORIGINATING DEPT.IDIV: rVU / S f f-e e-fs. , 2. ORIGINATING STAFF PERSON: & 'C\(.{V! RCllo er1~ EXT: 272 ~ 3. DATE REQ. BY: 4. TYPE OF DOCUMENT REQUESTED (CHECK ONE) D PROFESSIONAL SERVICE AGREEMENT o MAINTENANCE/LABOR AGREEMENT o PUBLIC WORKS CONTRACT o SMALL PUBLIC WORKS CONTRACT 5. (LESS THAN $200,000) o PURCHASE AGREEMENT) (MATERIALS. SUPPLIES. EQUIPMENT) o REAL ESTATE DOCUMENT PROJECT NAME: 5, 32 (....j+1,., S+ o SECURITY DOCUMENT (E.G. AGREEMENT & PERFIMAIN BOND; ASSIGNMENT OF FUNDS IN LIEU OF BOND) o CONTRACTOR SELECTION DOCUMENT (E.G.. RFB, RFP. RFQ) ~ONTRACT AMENDMENT AG#: 08-0>:> .0 CDBG (/,ot(.("'J{ orc\i'f.> dt; D OTHER s.,. it ed t,..; Ii' 7t:-/ -7,2 /It ,,( ~ l...J-f to PCe{ s.e fe,; (. VI 6. NAME OF CONTRACTOR: Pc Sou....,,( ADDRESS: (1. - , . ~.. .. TELEPHONE 2>!"-C;,(%"4787 C$I~1~RE ;A~.,~:JMV1~~~f~~ -wA t:t80'f.'1 TITLE Prcj Mjt' 7. ATTACH ALL EXHIBITS ANb CHECK BO~ES 0 SCOPE OF SERVICES D ALL EXHIB[TS REFERENCED IN DOCUMENT o [NSURANCECERTlF[CATE D DOCUMENT AUTHORIZING SIGNATURE Jjg Cl:'H"ItrO-Of- Al; ~l>'~O~ 8. TERM: COMMENCEMENT DATE: COMPLETION DATE: 9, TOTAL COMPENSATION $ (INCLUDE EXPENSES AND SALES TAX, [I' ANY) ([F CALCULATED ON HOURLY LABOR CHARGE. ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: 0 YES D NO [F YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED DYES 0 NO IF YES, $ PAID BY: D CONTRACTOR 0 CIT CONTRACT REVIEW flcPROJECT MAl'}AGER )(DlRECTOR 7{ a.. 0 G-RI3K MANAGCMEN'F- ~ ]a $lgh€ci c.'pin +0 P5E II. CONTRACT SIGNATURE ROUTING -tf 0 LA'.'I DEPARTMENT ..L.. r l~o A or! MANACER-fW J).i ac.;ro , ~ CITY CLERK N Pr )8SSIGN COPY BACK T ORGINAT DEPT. + '"Ke.-\-u..\'"n- One.- Dr VJin~ ~ /, 2. \ -01_ ).( ASSIGNED AG# - 055 . ~PURCHASING: PLEASE CHARGE 0: :3C(O.. 4400 ..171> ~. >(;1')- 30-~' >>- Fc{,>>~-fkr,'u-jh fo C:V,^"{dr"~,,,+ C~Cl.V\jt' orelers aft' tOC(''7v ;oSE (05.+, Orfji n~ 10. COMMENTS I:SCJ+~1 Execute., ~ ' 10/09/02 INITIALIDATE APPROVED INITIAUOATE APPROVED + PUGET SOUND ENERGY CHANGE ORDER Number # 1 To: Doug Corbin Date: 4/2412009 Project Number: 101049117 Attn: Doug Corbin Project Manager: Dennis Booth Project: South 320th and Weyerhaeuser Way Sch 74 Conversion DescriptIon of work: Temporary Support (Holding) of PSE Poles Date of pole hold 4/24/09 Pole.Grld number 311839.163921 Pole was held for an 8 hour shift due to the extreme depth of the of the trenching. It was determined that the trench would be at a depth grater than the bottom of the pole Item Amount Comments Company Labor Materials ServIce Provider Outside Services Operating Rights Overhead $ $ $ $ Company Total $ 3,542 includes sales tax 531 4,074 Government Entity labor Operating Rights $ $ Government Entity Total $ Change Order Total $ 4,074 Allocation of Change Order Total Company 100% Government Entity 0% $ $ 4,074 Chan e Order Total $ 4,074 Signed: Title: Date: Note: This change order will be effective only when signed by both parties: Puget Sound Energy w:F City of Signed: Tille: Dale: '1 ( '2.b , -U.. <>~ (Please 51gn and return one copy) 3591 HI Pugel Sound Energy PO Box 90368 Bellevu8, WA 98009.0368 PUGETSOUNOENERGY a subsidiary of PUGET ENERGY RETURN TO: men :BetU - L- CITY OF FEDERAL WAY LAW DEPARTMENT REQUEST FOR CONTRACT PREPARATION/DOCUMENT REVIEW/SIGNATURE ROUTING SLIP I. 2. 4. 5. 6. 7. 8. PIP I ~+f ~~\> '3 {) '^-\-\ Lfvtv \ltj ORIGINATING DEPT.IDIV: ORIGINATING STAFF PERSON: TYPE OF DOCUMENT REQUESTED (CHECK ONE) o PROFESSIONAL SERVICE AGREEMENT o MAINTENANCE/LABOR AGREEMENT o PUBLIC WORKS CONTRACT o SMALL PUBLIC WORKS CONTRACT (LESS THAN $200,000) o PURCHASE AGREEMENT) (MATERIALS, SUPPLIES, EQUIPMENT) o REAL ESTATE DOCUMENT EXT: z.7 ~ 'L 3. DATE REQ. BY: o SECURITY DOCUMENT (E.G. AGREEMENT & PERF/MAIN BOND; ASSIGNMENT OF FUNDS IN LIEU OF BOND) o CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) o CONTRACT AMENDMENT o CDBG ~ OTHER s,ktuJ ~ AG#:D~ '055 7l.f^ IJ,r.q. C ~yt f (,v /;05 E d.e-;. 1 \)""- PROJECT NAME: 5 '> 2, \) tv. S l--rt.-e t U VI. de.- ~ N>U ""A \ '^ 5 NAME OF CONTRACTOR: fue;e I >f!)t.JlllaA. EV1e/'~~ ADDRESS: tf.JI)~- S (.2.'gT"-t;tJfKC-~Y"t...,~....'}>il/k fl1tJJ2 TELEPHONE~t'6-6t?""-J/J" SIGNATURE NAME: b.o~ Cu"b,lf' TITLE I'1vA \t:~111 L4;5J" ~ltt!.- ATTACH ALL EXHIBITS AND CHECK BOXES !)l SCOPE OF SERVICES 0 ALL EXHIBITS REFERENCED IN DOCUMENT o INSURANCE CERTIFICATE 0 DOCUMENT AUTHORIZING SIGNATURE CONTRACT REVIEW 1!.1. P.ROJECT MANAGER wt'DIRECTOR o RISK MANAGEMENT (IF APPLICABLE) o LAW I PSt.- CONTRACT SIGNATURE RpUTING IQILAW DEPARTMENT '1/1'8 /ot:/ ~ITYMANAGER iiYCITYCLERK ~/Z3/oe VSJGN COPY BACt!O ORGr-TINqpEPT. P"l\SSIGNED AG# . 0 - 0 ~S COMMENTS TERM: COMMENCEMENT DATE: COMPLETION DATE: 9. TOTAL COMPENSATION $ (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE -ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: 0 YES 0 NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED 0 YES 0 NO IF YES, $ PAID BY: 0 CONTRACTOR 0 CITY o PURCHASING: PLEASE CHARGE TO: 11. 07/05 INITIALIDATEAPPROVED INITIALIDATE APPROVED y~w-. 4116/1J13 ~ ~ t..l\.\(,loO M~I/O e- N 'If'~;; ,o'i INITIALIDATE APPROVED 'M~if~l;aLZ(Q Y I2.tctJ: INITIALIDATE APPROVED 10. j- OB B-oviciu>L lfN-- on' jna.J to psE:"' SCHEDULE 74 UNDERGROUND CONVERSION Project Design Agreement Project Name: South 320th St. from 1 Span East of Weyerhaeuser Way to 32nd Ave S. Project Number: Notification # 105040239 THIS Agreement, dated as of this 'Z 3> day of A PrL.t L , 2~, is made by and between the City of Federal Way, 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 is considering conversion of the Company's existing overhead electric distribution system to a comparable underground electric distribution, as more specifically described in the Scope of Work (as defined in paragraph 2, below) furnished to the Company by the Government Entity (the "Conversion Project"). C. The Government Entity has requested that the Company perform certain engineering design services and otherwise work cooperatively with the Government Entity to develop a mutually acceptable Project Plan (as defined in paragraph 6, below) for the Conversion Project, in accordance with and subject to the terms and conditions of this Agreement (the "Design Work"). 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 Design Work for the Conversion Project. AGREEMENT The Government Entity and the Company therefore agree as follows: 1. Unless specifically defined otherwise herein, all terms defined in Schedule 74 shall have the same meanings when used in this Agreement. 2. The Government Entity shall, within ten (10) business days after the date of this Agreement, provide the Company with a written scope of work for the Conversion Project which includes, among other things, (a) a reasonably detailed description of the scope of the work required for the Conversion Project, (b) a list of the key milestone dates for the Conversion Project, (c) reasonably detailed drawings showing any associated planned improvements to the Public Thoroughfare, and (d) a statement as to whether the Government Entity desires to install the ducts and vaults for the Conversion Project (the "Scope of Work"). The Government Entity shall provide the Company two (2) hard copies of the Scope of Work and a copy of the relevant electronic file(s) in a mutually agreed electronic format. 3. Within ten (10) business days of its receipt ~f the Scope of Work, the Company shall prepare and submit to the Government Entity (a) a reasonably detailed, good faith estimate of the cost to perform the Design Work (the "Design Cost Estimate"), and (b) a proposed schedule for completion of the Design Work which, to the extent reasonably practicable, reflects the applicable key milestone dates Design Agreement, Attachment "A" to Schedule. 74, Page 1 Federal Way South 320th St. from 1 Span East of Weyethaeuser Way to 32nd Ave S. specified in the Scope of Work and provides for completion of the Design Work within ninety (90) business days from the date the Company receives the Government Entity's notice to proceed under paragraph 5, below (the "Design Schedule"). The proposed Design Cost Estimate and the proposed Design Schedule shall be based upon the then-currentScope of Work. Unless otherwise specified in the Scope of Work, the Design Work shall not include negotiation or acquisition of third party property rights but shall include preliminary planning between the Company and the Government Entity regarding their respective obligations for negotiating and acquiring third party property rights. 4. Within ten (10) business days after the Government Entity's receipt of the proposed Design Cost Estimate and the proposed Design Schedule from the Company, the Government Entity and the Company shall meet in order to (a) review the proposed Design Cost Estimate, (b) review the proposed Design Schedule; (c) review the Scope of Work, and (d) make any changes necessary to create a final Scope of Work, final Design Cost Estimate, and final Design Schedule that are reasonably acceptable to both parties. If the parties are unable to agree upon a final version of the Scope of Work, Design Cost Estimate, and/or Design Schedule, then either party may, by written notice to the other party, submit the matter for resolution pursuant to the dispute resolution procedures in paragraph 16, below. The final Scope of Work, Design Cost Estimate and Design Schedule, once determined in accordance with this paragraph 4, may thereafter be changed or amended only in accordance with the change procedures set forth in paragraph 13, below. 5. The Government Entity shall, within ten (10) business days after determination of the final of the Scope of Work, Design Cost Estimate, and Design Schedule, issue (a) a written notice to proceed which shall delineate the final Scope of Work, Design Cost Estimate, and Design Schedule, or (b) a written notice to terminate this Agreement without cost to the Government Entity. If the Government Entity terminates this Agreement, the costs incurred by the Company in preparing and submitting the Design Cost Estimate and the Design Schedule shall not be reimbursable to the Company, and the rights and obligations of the parties under this AgreElffient shall be terminated in their entirety and without liability to either party. 6. Following the Company's receipt of the notice to proceed, and within the applicable time period specified in the Design Schedule, the Company shall, with the cooperation and assistance of the Government Entity as outlined in this Agreement, prepare a project plan for the Conversion Project (the "Project Plan") which shall include, among other things, the following: (a) a detailed description of the work that is required to be performed by each party and any third party in connection with the Conversion Project (the "Construction Work"), (b) the applicable requirements, drawings, and specifications for the Construction Work, (c) a description of any operating and other property rights that are required to be obtained by each party for the Conversion Project (and the requirements and specifications with respect thereto), (d) a detailed estimate of the costs to be incurred by each party in its performance of the Construction Work, and (e) adetailed schedule for completing the Construction Work (including, without limitation, the dates for delivery of the ducts and vaults and other materials for use at the site of the Construction Work). 7. The Government Entity shall be responsible for coordinating the Design Work with all other design work to be performed in connection with the Conversion Project and any associated planned improvements to the Public Thoroughfare. The parties shall work together in an effort to mitigate the costs of the Conversion Project to each party, including, without limitation, identifying ways to accommodate the facilities of the Company to be installed as part of the Conversion Project within the Public Thoroughfare. 8. Within the applicable time period specified ill the Design Schedule, the Company shall prepare and submit to the Government Entity a proposed initial draft'of the Project Plan. The parties understand and acknowledge that the proposed Project Plan submitted by the Company shall be preliminary in nature and shall not include, without limitation, information required to be supplied by the Government Entity (e.g., scope and estimate of the cost of the Construction Work to be performed by the Government Entity). Design Agreement, Attachment "A" to Schedule 74, Page 2 Federal Way South 320th S1. from 1 Span East of Weyerhaeuser Way to 32nd Ave S. 9. Within the applicable time period specified in the Design Schedule, the Government Entity shall (a) review the proposed Project Plan submitted by the Company, (b) complete any information required to be supplied by the Government Entity, (c) make any changes required to conform the proposed Project Plan to the Scope of Work and this Agreement, and (d) return the amended Project Plan to the Company. 10. Within the applicable time period specified in the Design Schedule, the Company shall review the amended Project Plan submitted by the Government Entity and notify the Government Entity in writing of either the Company's acceptance of, or the Company's specific objections to, the amended Project Plan. If the Company makes any objection to the amended Project Plan, and the parties are unable to resolve the objections and mutually agree upon the Project Plan prior to the final design date specified in the Design Schedule, then either party may, by written notice to the other party, submit the matter for resolution pursuant to the dispute resolution procedures in paragraph 16, below. The Project Plan, as mutually agreed upon by the parties or established through the dispute resolution process, shall be attached to and incorporated in a Project Construction Agreement substantially in the form attached hereto as Exhibit A (the "Construction Agreement") which is to be signed by the parties prior to commencement of the Construction Work. 11. The parties intend and agree that the Design Work and the Project Plan in its final form shall conform to the following requirements: (a) The Project Plan shall, if requested by the Government Entity in its initial Scope of Work, specify that the Government Entity shall install the ducts and vaults for the Conversion Project; provided that (i) the parties mutually agree upon and set forth in the Project Plan (A) the costs of such installation work to be included in the Cost of Conversion, and (8) the specifications and standards applicable to such installation work, and (ii) such installation work is accomplished by the Government Entity in accordance with the applicable design and construction specifications provided by the Company and set forth in the Project Plan. (b) Each estimate of the costs to be incurred by a party shall, at a minimum, be broken down by (i) the design and engineering costs, (ii) property and related costs, including any costs of obtaining operating rights, and (Hi) construction costs, including and listing separately inspection, labor, materials, and equipment. (c) All facilities of the Company installed as part of t/1e Conversion Project shall be located, and all related property and operating rights shall be ob~aii1ed, in the manner set forth in the applicable provisions of Schedule 74. The Project Plan shall describe in detail the location of such facilities, any related property and operating rights required to be obtained, and the relative responsibilities of the parties with respect thereto. (d) The schedule set forth in the Project Plan for completing the Construction Work shall include, at a minimum, milestone time periods for completion of the Trenching, installation of ducts and vaults, the construction and removal of any Temporary Service, and the removal of overhead facilities. (e) The Project Plan may include the specification of work and requirements for Government- Requested Upgrades and Company-Initiated Upgrades; provided, however, that the costs incurred by the Company with respect to the design and engineering of Company-Initiated Upgrades shall not be included in the costs reimbursable to the Company under this Agreement or the Construction Agreement. For purposes of the foregoing, (i) the term "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, and (ii) the term "Company-Initiated Upgrade" shall mean any feature of the Underground Distribution System which is required by the Company and i~ not reasonably required to make the Underground Distribution System comparable to the overhead distribution system being replaced. For Design Agreement, Attachment "A" to Schedule 74, Page 3 Federal Way South 320th St. from 1 Span East of Weyerhaeuser Way to 32nd Ave S. purposes of subparagraph (ii), above, 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) of such diameter and number as may be specified and agreed upon in the final Scope of Work necessary to replicate the load-carrying capacity (system amperage class) of the overhead system being replaced. For purposes of subparagraph (i), above, any empty ducts installed at the request of the Government Entity shall be a Government-Requested Upgrade. (f) The Project Plan shall set forth all specifications, design standards and other requirements for the Construction Work and the Conversion Project, including, but not limited to, the following: (i) applicable federal and state safety and electric codes and standards, (ii) applicable construction and other standards of the Company, and (iii) applicable street design and other standards of the Government Entity which are in effect as of the commencement of the Conversion Project. 12. Upon request of the Government Entity, and in any event at the times specified in the Design Schedule, the Company shall provide periodic reports which compare the actual costs of the Design Work incurred to that point in time to the Design Cost Estimate, as changed or amended in accordance with paragraph 13, below. Further, if at any time the Company reasonably expects that the actual cost of the Design Work will exceed the Design Cost Estimate, as changed or amended in accordance with paragraph 13, below, the Company shall notify the Government Entity immediately. Upon receipt of the Company's notice, the Government Entity may, at its option, (a) notify the Company in writing that this AgreemenUs terminated; or (b) request a reasonably detailed explanation supported by documentation (reasonably satisfactory to the Government Entity) to establish that the actual costs in excess of the Design Cost Estimate are: (i) reasonable, (ii) consistent with the Scope of Work, and (iii) consistent with sound engineering practices. If the Government Entity requests an explanation, the Government Entity shall, within ten (10) business days after receipt of the explanation, (a) change the Scope of Work in accordance with Raragraph 13, below, or (b) direct the Company to continue with the Design Work without a change in the Scope of Work, but reserving to the Government Entity the right to d,ispute the reasonableness of the costs to be paid the Company under paragraph 14, below, in accordance with the dispute resolution procedures in paragraph 16, below, or ' (c) direct the Company to discontinue performing the. Design Work pending resolution, pursuant to paragraph 16, below, of any dispute regarding the reasonableness of the costs, in which event the Design Schedule will be adjusted to refl~ct the delay, or (d) notify the Company in writing that this Agreement is terminated. In the event the Government Entity terminates this Agreement or discontinues the performance of the Design Work under subparagraph (c), above, for more than ninety (90) days, the Government Entity shall pay the Company for all costs incurred by the Company in its performance of the Design Work prior to the date the Company receives the Government Entity's notice of termination, plus any costs incurred by the Company for materials and other items ordered or procured by the Company with the prior authorization of the Government Entity in order to meet the schedule for the Conversion Project. The foregoing payment obligation shall survive any termination of this Agreement. Design Agreement, Attachment "A" to Schedule 74, Page 4 Federal Way South 320th St. from 1 Span East of Weyerhaeuser Way to 32nd Ave S. 13. (a) Either party may, at any time, by written notice thereof to the other party, request changes to the Scope of Work (a "Request for Change"). No Request for Change shall be effective and binding upon the parties unless signed by an authorized representative of each party. If any approved Request for Change would cause an incr'ease in,the cost of, or the time required for, the performance of any part of the Design Work, an equitable adjustment in the Design Cost Estimate and the Design Schedule shall be made to reflect such increase. The parties shall negotiate in good faith with the objective of agreeing in writing on a mutually acceptable equitable adjustment. If the parties are unable to agree upon the terms of the equitable adjustment, either party may submit the matter for resolution pursuantto the dispute resolution procedures in paragraph 16, below. 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 Design Work in accordance with the Request for Change. Any such request to proceed must be accompanied by a written statement setting forth the requesting party's reasons for rejecting the proposed equitable adjustment of the other party. (b) The Design Cost Estimate and/or the Design Schedule shall be equitably adjusted from time to time to reflect any change in the costs or time required to perform the Design Work to the extent such change is caused by: (i) any Force Majeure Event under paragraph 17, below, (ii) the discovery of any condition within the Conversion Area which affects the scope, cost, schedule or other aspect of the Design 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 Design Work which are expressly identified by the parties in the final Scope of Work. 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 forresolution pursuant to the dispute resolution provisions in paragraph 16, below. 14. Upon completion of the Design Work (Le., the date on which the Project Plan is final under paragraph 10, above, either by mutual agreement ofthe parties or as established through the dispute resolution procedures), the Government Entity shall pay the Company all actual, reasonable costs to the Company for the Design Work (which, if disputed in good faith by the Government Entity, may be submitted by either party for resolution pursuant to the dispute resolution provisions in paragraph 16, below), plus any costs incurred by the Company for materials and other items ordered by the Company with the prior authorization of the GovernmentEntity in order to meet the schedule for the Conversion Project. If, thereafter, the Construction Agreement is executed by the parties and the Conversion Project is completed within five (5) years from the date of this Agreement, the full amount of the costs incurred by the Company in its performance of the Design Work shall be included in the "Shared Company Costs" under the Construction Agreement and any payment of such amounts under this Agreement shall be credited to the Government Entity in calculating the "Net Amount" payable under the Construction Agreement. 15. Within sixty (60) business days after completion of theDesign Work, the Company shall issue to the Government Entity an itemized invoice for the amount~ payable under this Agreement. Such invoice shall be in a form mutually agreed upon by the Company and the Government Entity and shall, at a minimum, itemize the design and engineering costs, including and listing separately inspection, labor, materials and equipment. In the event the Government Entity does not verify such invoice within ten (10) business days of receipt, the Governm~nt Entity shall provide a written request to the Company specifying the additional information needed to verify the invoice. The Company will provide, within a reasonable period after receipt of any request, such 'documentation and information as the Government Entity may reasonably request to verify such invoice. The Government Entity shall pay the Company all amounts payable under this Agreement within thirty (30) days after receipt of the Company's invoice. Payment as provided in this Agreement shall be full compensation for the Company's performance of the Design Work, including without limitation all services rendered and all materials, supplies, equipment, and incident~ls necessary to complete the Design Work. Design Agreement, Attachment "A" to Schedule 74, Page 5 Federal Way South 320th St. from 1 Span East of Weyerhaeuser Way to 32nd Ave S. 16. Dispute Resolution Procedures: (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 the Scope of Work, Design Cost Estimate, and Design Schedule under paragraph 4, above; the Project Plan under paragraph 10, above; or any Request for Change (including, without limitation, any associated equitable adjustment) under paragraph 13, above; and is not resolved by senior management within the time permitted under paragraph 16(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 paragraph 16, 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 by the other party. (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. 17. I n 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; storm, 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. 18, This Agreement is subject to the General Rules and Provisions set forth in Tariff Schedule 80 of the Company's electric 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. Design Agreement, Attachment "A" to Schedule 74, Page 6 Federal Way South 320th St. from 1 Span East Of Weyerhaeuser Way to 32nd Ave S. 19. 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 Entitv: City of Federal Way P.O. Box 9718 Federal Wav, WA 98063-9718 Attn: Marwan Salloum Fax: (253) 835-2709 If to the Company: Puget Sound Energy, Inc. 6905 South 228th Street Kent. W A 98032 Attn: Doug Corbin Fax: (253) 395-6882 Either party may change its address specified in this paragraph by giving the other party notice of such change in accordance with this paragraph. 20. 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. 21. This Agreement constitutes the entire agreer;nent of Jhe 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. 22. 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 FEDERAL WAY PUGET SOUND ENERGY, INC. BY ~/~ ~ BY j)~ CJ ITS Assistant City Manager Date Signed 4-( Z. ~ / Qy ITS Municipal Liaison Manager Date Signed 4 /2....3. /0 8 I / Approved as to form: kr;;;, ; ~ ":B~ ~Patricia A. Richardson, City Attorney Design Agreement, Attachment "A" to Schedule 74, Page 7 Federal Way South 320th St. from 1 Span East of Weyerhaeuser Way to 32"d Ave S. ~.