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AG 92-222 • • /46 9a - ..2�.2 Pole Attachment Agreement Dash Point Road and 11th Place South Federal Way This Agreement is made by and between Puget Sound Power & Light Company, a Washington corporation ("Puget") and City of Federal Way, a Washington municipal corporation ("City") . 1. Puget hereby grants to the City permission, on the terms and conditions specified in this Agreement, to install, maintain and use the City's equipment on certain of Puget's poles, as designated on the list attached as Exhibit A and made a part hereof. City's equipment (the "Equipment") consists of traffic signal apparatus as more specifically described in Exhibit A. 2. The Term of this Agreement shall commence as of September 4, 1992, and shall terminate on the earlier of the following to occur: (a) Upon any five-year anniversary of the commencement of the Term, provided that either Party has given the other written notice of termination at least sixty (60) days prior to such anniversary; or (b) Written notice of termination is given by Puget to the City upon the City's failure to cure any default under or breach of this Agreement by the City within thirty (30) days after Puget gives the City written notice of such default or breach. 3. Upon execution of this Agreement, the City shall pay to Puget a pole attachment fee in the amount of One Hundred Dollars ($100. 00) . 4. The permission granted herein is personal to the City and shall not be assigned in whole or part without prior written consent of Puget. 5. The City shall install the Equipment, and thereafter at all times maintain and operate such Equipment in a skillful, lawful and proper manner satisfactory to Puget. The City's installation and operation of the Equipment shall not in any way interfere with ,' any power line, telephone line or other facility attached to Puget's poles. 6. The City shall bear all expenses in connection with the installation, operation and removal of the Equipment. ORIGINAL • • . 7. Within thirty (30) days of the termination of the Term of this Agreement, the City shall remove the Equipment from Puget's poles. At the expiration of such thirty (30) days, all rights of the City to use such poles shall terminate. If the City fails to remove the Equipment from such poles within such time, Puget shall have the right to do so at the City's expense. Such removal, whether by Puget or the City, shall not release the City from any obligation accruing prior to, or arising out of any occurrence which occurs prior to, or arising out of any occurrence which occurs prior to, such removal. 8. Any notice to the City hereunder shall be deemed received three (3) days after its deposit in a United States post office enclosed in an envelope, certified mail, postage prepaid, and addressed to the City. 9. The City has obtained or hereby agrees to obtain from public authorities and private owners of real property any and all permits, licenses or grants necessary for the lawful exercise of the permission hereby given. 10. Indemnification. 10.1 To the extent permitted by applicable law, the City releases and shall defend, indemnify and hold harmless Puget from any and all claims, losses, costs, liabilities, damages and expenses (including, but not limited to, reasonable attorney fees) arising (whether before or after the termination of the Term) out of or in connection with the activities performed under this Agreement, including, but not limited to, the attachment of the Equipment to the poles, the operation of the Equipment during the Term, and the removal of such Equipment; provided, however, that the City shall not be required to so defend, indemnify, or hold harmless Puget from any claim, loss, cost, liability, damage or expense to the extent caused by or resulting from the negligence of Puget or its agents, employees, or representatives. 10.2 To the extent permitted by applicable law, Puget releases and shall defend, indemnify and hold harmless the City from any and all claims, losses, costs, liabilities, damages and expenses (including, but not limited to, reasonable attorney fees) arising (whether before or after the termination of the Term) out of or in connection with the activities performed under this Agreement, including, but not limited to, the attachment of the Equipment to the poles, the operation of the Equipment during the Term, and the removal of such Equipment; provided, however, that Puget shall not be required to so defend, indemnify, or hold harmless the City from any claim, loss, cost, liability, damage or expense to the extent caused by or resulting from the negligence of the City or its agents, employees, or representatives. -2- • • 10.3 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement with respect to any event occurring prior to such expiration or termination. 11. General Provisions. 11.1 Entire Agreement. This Agreement contains all of the agreements of the Parties with respect to any matter covered or mentioned in this Agreement and no prior agreements or understandings pertaining to any such matters shall be effective for any purpose. 11.2 Modification. No provision of this Agreement may be amended or modified except by written agreement signed by the Parties. 11. 3 Full Force and Effect. Any provision of this Agreement which is declared invalid or illegal shall in no way affect or invalidate any other provision hereof and such other provisions shall remain in full force and effect. 11.4 Attorney Fees. In the event either of the Parties defaults on the performance of any terms of this Agreement or either Party places the enforcement of this Agreement in the hands of an attorney, or files a lawsuit, each Party shall pay all its own attorneys' fees, costs and expenses. The venue for any dispute related to this Agreement shall be King County, Washington. 11.5 Governing Law. This Agreement shall be made in and shall be governed by and interpreted in accordance with the laws of the State of Washington. 11.6 Authority. Each individual executing this Agreement on behalf of Puget and the City represents and warrants that such individuals are duly authorized to execute and deliver this Agreement on behalf of the City or Puget. 11.7 Notices. Any notices required to be given by the City to Puget or by Puget to the City shall be delivered to the Parties at the addresses set forth below. DATED the day and year set forth below. -3- rr !II 411 CITY OF FEDERAL WAY By: / J. en M al , CrityManager 33 30 1st Way South Federal Way, WA 98003 Date: l00 2 TEST. a C' y C erk, Maureen M. waney, CMC APPROVE,' AS TO FORM: - ity Attorney, Carolyn A. Lake PUGET SOUND POWER & LIGHT COMPANY Be • , 0 . 9._LL. C Signature) G G.A. Walls (Name) Its: Director T&D Operations (Title) 411 108th Ave. N.E. Bellevue, WA 98004-5515 (Address) (206) 462-3756 (Phone) Date: November 5, 1992 92L755 -4-