AG 19-013 - PSE RETURN TO: PW ADMIN EXT: 2700 ID#:
CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM
1. ORIGINATING DEPT/DIV: PUBLIC WORKS/
2. ORIGINATING STAFF PERSON: 1 P r��c EXT: l 3. DATE REQ.$Y: c� u�
3. TYPE OF DOCUMENT(CHECK ONE):
❑ CONTRACTOR SELECTION DOCUMENT(E.G.,RFB,RFP,RFQ)
❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT
❑ PROFESSIONAL SERVICE AGREEMENT o MAINTENANCE AGREEMENT
❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES/CDBG
❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT(E.G.BOND RELATED DOCU1vIENTS)
❑ ORDINANCE ❑ RESOLUTION
ONTR.ACT AMENDMENT(AG#): ❑ INTERLOCAL 1t1�s�
OTHFR 4 l J `� �"� r
4. PROJECT NAME: �Lt' Li ``l k)'rlG ��rv'c�L� L�� �r -c,41' L.4�1<I jr
S. NAME OF CONTRACTOR: {�� ��.I l,[� l�� �C al Cjt-
ADDRESS: TELEPHONE:
E-MAIL:. FAX:
SIGNATURE NAME: TITLE:
6. EXHIBITS AND ATT'ACEfmEns -SCOPE,WORK OR SERVICES COMPENSATION INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER
REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS
CFW LICENSE# BL,EXP. 12/311 UBI# EXP.
7. TERM: COMMENCEMENT DATE: COMPLETION DATE: vv
8. TOTAL COMPENSATION:$ (INCLUDE EXPENSES AND SALES TAX,IF ANY)
(TF CAI.CT IT,ATFT)ON HOT TRIY T.ABOR'C.HARCiF-ATTACH SCHFT)T ILFS OF FMPLOYFFS Tm ES ANT)HOI SDAY R ATF,S)
REIMBURSABLE EXPENSE: ❑YES ❑NO IF YES,MAXIMUM DOLLAR AMOUNT: $
IS SALES TAX OWED: ❑YES ❑NO IF YES,$ PAID BY: ❑CONTRACTOR ❑CITY
RETAINAGE: RETAINAGE AMOUNT: ❑RETAINAGE AGREEMENT(SEE CONTRACT) OR ❑RETAINAGE BOND PROVIDED
❑ PURCHASING: PLEASE CHARGE TO:
9. DOCUMENT/CONTRACT REVIEW INITIAL/ ATE REVIEWED INITIAL/DATE APPROVED
❑ PROJECT MANAGER
❑ DIVISION MANAGER
N/DEPUTY DIRECTOR 2-
DIRECTOR
❑ RISK MANAGEMENT (IFAPPLICABLE)
LAW DEPT
10. COUNCIL APPROVAL(IF APPLICABLE) SCHEDULED COMMITTEE DATE: COMMITTEE APPROVAL DATE: -Q
SCHEDULED COUNCIL DATE: COUNCIL APPROVAL DATE: F1� q
11. CONTRACT SIGNATURE ROUTING
❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D:
❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE,LICENSES,EXHIBITS
❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR I MONTH PRIOR TO EXPIRATION DATE
(INCLUDE DEPT.SUPPORT STAFF IF NECESSARY AND FEEL FREE TO SET NOTIFICATION MORE THAN A MONTH IN ADVANCE IF COUNCIL APPROVAL IS NEEDED.)
INITIAL/DATE SIGNED
❑ FINANCE DEPARTMENT
❑ LAw DEPT
�
lGNATORY MAYOR R DIRECTOR)
Cly
CLERK
ASS IGNED AG# AG l_ ,�-
IGNED COPY RETURNED DATE SENT: U# U
COMNIC TS:
EXECUTE" 'gRIGINALS
a -:;, V�;t. ,, � Y M\ —CL(�'\
112018
EXHIBIT A
Form of Street Lighting Order
PROJECT NAME: Federal Way Phase 2 decorative lights Order#: 101117358
LOCATION: Throughout Federal Way
STREET LIGHTING ORDER-SCHEDULE 53
This Street Lighting Order (this "Order"), dated February 19th, 2018, is made and entered into by and
between PUGET SOUND ENERGY, INC. ("PSE") and City of Federal Way ("Customer") (each a
"Party," and collectively the "Parties") under and pursuant to the terms of that certain Master Lighting
Services Agreement No. 0047, dated January 15th, 2019, between the Patties (the "Agreement"). This
Order covers celtain Lighting and Construction Services authorized by this Order and is, along with the
associated Schedule, incorporated into and made a part of the Agreement. Unless specifically defined
otherwise herein,terms used in this Order with initial letters capitalized have the meanings giventhem in
the Agreement. The Parties agree as follows:
ASSOCIATED SCHEDULE:
This Order is also entered into between the Patties in accordance with PSE's Schedule 53,Electric Tariff
G,and any future modifications of or changes to such Schedule as may be approved by the WUTC.
LIGHTING SERVICES DESCRIPTION:
The installation charge of the listed lighting units was estimated to be$163,313.85.
Description:
Convert(319)HPS decorative lighting to 35W T3 4K green Salems
CONSTRUCTION SERVICES DESCRIPTION:
With your authorization, we will proceed with the change out of estimated (319) 100W HPS
Post-Tops to 35W 4K T3 green GE Salem Post-Tops (136). This is estimate is for Post-Top
street lights only. Permitting and traffic control is not included in cost. Upon receipt of this
signed agreement, PSE will field check to verify wattages and quantities. Changes in quantities
are to be expected which will revise the cost and contracts for this project. This contract is based
on Schedule 53 PSE owned and maintained Post-Tops only and does not include any cobrahead
lighting or Acorn/Pendent mounted decorative lighting. If cobrahead lighting or Aconi/
Pendent mounted decorative lighting is found this contract is subject to change. This project
will be combined with Phase 1 cobrahead lights and broken down to 100-150 lights per phase.
BILLING:
Billing under this Order will be in accordance with the terms and conditions contained in the terms &
conditions of Schedule 53, Electric Tariff G, and the Agreement, and any future modifications of or
changes to such Schedule as may be approved by the WUTC.
-1-
The basis of the monthly energy charge for the Lighting Services as currently constituted under Rate
Schedule 53 is as follows:
$10.66 per each 35W post-top street light
For Construction Services and Costs, these costs will be billed as follows:
Upon completion of the Construction Services, PSE shall provide the Customer with an invoice for
the Construction Costs incurred by PSE. Customer shall remit payment to PSE for the Construction
Costs within thirty(30) days of receiving the invoice.
SERVICE TERM/REMOVAL AND SALVAGE COSTS:
Service under this Order is effective for a minimum of twenty-five(25)years from the date of this Order
(the "Base Term") unless earlier terminated as provided for in the Agreement. If this Order is
terminated for any reason during the Base Term, the costs of removal or salvage of any Facilities
associated with the Services will be allocated as set forth in Schedule 53. After the expiration of the
Base Term, this Order shall continue on a year-to-year basis until terminated by either Party upon at
least one(1)year's notice in writing(each,an "Extended Term")unless earlier terminated as provided
for elsewhere in this Agreement. If this Order is terminated during any Extended Term, the Customer
shall not be responsible for the costs of removal of any Facilities associated with the Services, or any
costs associated with PSE',s efforts to salvage the removed Facilities.
ADDITIONAL TERMS:
1. To transfer the energy and maintenance monthly billing, the new billing party must contact
PSE in writing.
2. Non-standard facilities are not kept in PSE inventory for the purpose of maintenance;
therefore replacement of non-standard components may not be within the same time as
replacement of standard components.
If non-standard components are included in this Order, enter"X"here X.
3. The monthly billing party for the energy and maintenance will be: City of Federal Way
This Order, executed by Customer's duly authorized representative as of the date first written
above, is for the Lighting Services described above delivered under PSE's Schedule 53.
Customer
gy; Date:
Print K ame
Title:
-2-
Compan ', Puget Sound Energy, Inc.
ByJ Date: l/3/1 q
Title:
Account Manager A' 'a^
-3-
RETURN TO: PW ADMIN EXT: 2700 ID#:51.4,
CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM
1. ORIGINATING DEPT/DIV: PUBLIC WORKS/
2. ORIGINATING STAFF PERSON: DO(T))V-GG \J (V l Ix/r EXT: y 2-7 I I 3. DATE REQ.BY: 11—17—
3. TYPE OF DOCUMENT(CHECK ONE):
o CONTRACTOR SELECTION DOCUMENT(E.G.,RFB,RFP,RFQ)
❑ PUBLIC WORKS CONTRACT o SMALL OR LIMITED PUBLIC WORKS CONTRACT
❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT
o GOODS AND SERVICE AGREEMENT 0 HUMAN SERVICES/CDBG
o REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT(E.G.BOND RELATED DOCUMENTS)
o ORDINANCE o RESOLUTION
CONTRACT AMENDMENT(AG#): ❑ INTERLOCAL n 4
CfTHER G�VV\. fJ 1 v Y L r L{3�1�" 1�4� fl.� N I —
4. PROJECT NAME: LS •
O �' �(�� L1�t ���V�. '��S(�V \ _1 '' fs 1(71ct
5. NAME OF CONTRACTOR: Sl u'A cK- A A �'
W
ADDRESS:'2O a _ .1- tip ' ' , — • TELEPHONE:
E-MAIL: FAX:
SIGNATURE NAME: TITLE:
6. EXHIBITS AND ATTACHMENTS: ❑ SCOPE,WORK OR SERVICES o COMPENSATION 0 INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER
REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS
CFW LICENSE# 1 BL,EXP.
12/31/_ UBI# gni
EXP. / /
I
/
7. TERM: COMMENCEMENT DATE: `(, `si l 1 COMPLETION DATE: /Lj DU ��
8. TOTAL COMPENSATION:$ 1 O+ 9 I(j . 9(() (INCLUDE EXPENSES AND SALES IF ANY)
(IF CALCULATED ON HOURLY LABOR CHARGE-ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES)
REIMBURSABLE EXPENSE: o YES ❑NO IF YES,MAXIMUM DOLLAR AMOUNT: $
IS SALES TAX OWED: o YES ❑NO IF YES,$ PAID BY: ❑CONTRACTOR ❑CITY
RETAINAGE: RETAINAGE AMOUNT: ❑RETAINAGE AGREEMENT(SEE CONTRACT) OR c RETAINAGE BOND PROVIDED
PURCHASING: PLEASE CHARGE TO: 6�j 1pio�- 9tD6o(O
9. DOCUMENT/CONTRACT REVIEW INITIAL/DATE REVIEWED INITIAL/DATE APPROVED
o PROJECT MANAGER
o DIVISION MANAGER
"6—DEPUTY DIRECTOR / I"2/Lop F '/i(O J(1
.f115IRECTOR
o RISK MANAGEMENT (IF APPLICABLE)
CAW DEPT e () (1 7,15
10. COUNCIL APPROVAL(IF APPLICABLE) SCHEDULED COMMITTEE DATE: I/'11 t q COMMITTEE APPROVAL DATE: y
SCHEDULED COUNCIL DATE: tits-1 I COUNCIL APPROVAL DATE: '
11. CONTRACTENT TO VENDOR/CONTRACTOR DATE SENT: I j''I DATE REC'D: I Ok 1
‘boVITTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE,LICENSES,EXHIBITS
o CREATE ELECTRONIC REMINDER/NOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE
(INCLUDE DEPT.SUPPORT STAFF IF NECESSARY AND FEEL FREE TO SET NOTIFICATION MORE THAN A MONTH IN ADVANCE IF COUNCIL APPROVAL IS NEEDED.)
INITIAL/DATE SIGNED
o FINANCE DEPARTMENT
f W DEPT
SIGNATORY(MAYOR OR DIRECTOR) OP�j��/��L��Ar/'��
CITY CLERK li��itt1\fV7•V�1«'�i:�!_
`ASSIGNED AG# A.• V°1•^:AA
IGNED COPY RETURNED DATE SENT: �/•g•9 -
❑RETURN ONE ORIGINAL
COMMENTS: +- s�il
EXECUTE" "ORIGINALS k 15 5 -hA.14.1 L r C(Q lr j] + I"`a S 11- L1 J 10)1ekJ
v lA* �� I lXL Lj k.i.L:‘Q.Lc Q d tc 4 Lf1d r
v-42 e_+A C 4.1 'S�rre.y.v %`- CX-14a-Ch - NAce -er trg -k-Ivt5
1/2018
EXHIBIT A
Form of Street Lighting Order
PROJECT NAME: Federal Way Phase 1 Order#: 101115700
LOCATION: Throughout Federal Way
STREET LIGHTING ORDER-SCHEDULE 53
This Street Lighting Order (this "Order"), dated January 15th 2019, is made and entered into by and
between PUGET SOUND ENERGY, INC. ("PSE") and City of Federal Way("Customer") (each a "Party,"
and collectively the "Parties") under and pursuant to the terms of that certain Master Lighting Services
Agreement No. 0047, dated January 15th 2019,between the Parties (the "Agreement"). This Order covers
certain Lighting and Construction Services authorized by this Order and is, along with the associated
Schedule, incorporated into and made a part of the Agreement. Unless specifically defined otherwise herein,
terms used in this Order with initial letters capitalized have the meanings given them in the Agreement. The
Parties agree as follows:
ASSOCIATED SCHEDULE:
This Order is also entered into between the Parties in accordance with PSE's Schedule 53,Electric Tariff G,
and any future modifications of or changes to such Schedule as may be approved by the WUTC.
LIGHTING SERVICES DESCRIPTION:
The installation charge of the listed lighting units was estimated to be$182,916.96.
CONSTRUCTION SERVICES DESCRIPTION: With your authorization, we will proceed with the
change out of estimated (1853) 100W HPS cobraheads to 53W 4K Eaton/Cooper LED cobraheads, (136)
150W HPS cobraheads to 64W 4K Eaton/Cooper LED cobraheads and(406)200W,250W and 400W HPS
cobraheads to 92W 4K Eaton/Cooper cobraheads. This estimate is for cobrahead street lights only.
Flagging is included. Permitting and traffic control is not included in cost. Upon receipt of this signed
agreement, PSE will field check to verify wattages and quantities. Changes in quantities are to be expected
which will revise the cost and contracts for this project.The contract is based on Schedule 53 PSE owned and
maintained cobraheads only and does not include any decorative lighting. Decorative lighting street lights
will be done under a separate order. This project will be broken down in phases of 100-150 lights per phase
till complete.
BILLING:
Billing under this Order will be in accordance with the terms and conditions contained in the terms &
conditions of Schedule 53,Electric Tariff G,and the Agreement, and any future modifications of or changes
to such Schedule as may be approved by the WUTC.
The basis of the monthly energy charge for the Lighting Services as currently constituted under Rate
Schedule 53 is as follows:
$10.65 (53W), $11.80 (64W) and $12.94 (92W)
-1-
billed Construction Services and Costs,these costs will be b ed as follows:
Upon completion of the Construction Services, PSE shall provide the Customer with an invoice for
the Construction Costs incurred by PSE. Customer shall remit payment to PSE for the
Construction Costs within thirty (30)days of receiving the invoice.
SERVICE TERM/REMOVAL AND SALVAGE COSTS:
Service under this Order is effective for a minimum of twenty-five (25) years from the date of this
Order (the "Base Term") unless earlier terminated as provided for in the Agreement. If this Order is
terminated for any reason during the Base Term, the costs of removal or salvage of any Facilities
associated with the Services will be allocated as set forth in Schedule 53. After the expiration of the
Base Term, this Order shall continue on a year-to-year basis until terminated by either Party upon at
least one (1)year's notice in writing (each,an "Extended Term")unless earlier terminated as provided
for elsewhere in this Agreement. If this Order is terminated during any Extended Term, the Customer
shall not be responsible for the costs of removal of any Facilities associated with the Services, or any
costs associated with PSE's efforts to salvage the removed Facilities.
ADDITIONAL TERMS:
1. To transfer the energy and maintenance monthly billing, the new billing party must contact
PSE in writing.
2. Non-standard facilities are not kept in PSE inventory for the purpose of maintenance; therefore
replacement of non-standard components may not be within the same time as replacement of
standard components.
If non-standard components are included in this Order, enter"X" here X.
3. The monthly billing party for the energy and maintenance will be: City of Federal Way
This Order, executed by Customer's duly authorized representative as of the date first written
above, is for the Lighting Services described above delivered under PSE's Schedule 53.
Cusco
By: Date: �. 7
Jim Ferrell
Print Name
Title: Mayor
-2-
Company' Puget Sound Energy,Inc.
By: Date: '/31 19
Title: O ,e-ed c.r s Suit/•
Account Manager I& A- tk Yre.,,CJ
-3-
RETURN TO: PW ADMIN EXT: 2700 ID#: (4‘;,
CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM
1. ORIGINATING DEPT/DIV: PUBLIC WORKS/ �1��� "" G t4e'
2. ORIGINATING STAFF PERSON: _/ " /1/- EXT:O 3. DATE REQ.BY:
3. TYPE OF DOCUMENT(CHECK ONE):
❑ CONTRACTOR SELECTION DOCUMENT(E.G,RFB,RFP,RFQ)
❑ PUBLIC WORKS CONTRACT o SMALL OR LIMITED PUBLIC WORKS CONTRACT
❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT
O GOODS AND SERVICE AGREEMENT o HUMAN SERVICES/CDBG
❑ REAL ESTATE DOCUMENT 0 SECURITY DOCUMENT(E.G BOND RELATED DOCUMENTS)
o ORDINANCE o RESOLUTION
❑ CONTRACT 'MEND NT(AG#): ❑ INTERLOCAL f
OTHER \. AkLt21, " 1� a�:��y.�(�i.J� - ��/ 1 '�+ �-�+
4. PROJECT NAME: Lt�i LON V OIZS IO 1 Sri O V E 1/JVi WTS
5. NAME OF N RA// ,C�+TOR:
ADDRESS t3C0 tg, rri4 /L 5" • 3i f")1 JlAo AVJff "1 cal'l 7 TELEPHONE:
E-MAIL* FAX:
SIGNATURE NAME: _ TITLE:
6. EXHIBITS AND ATTACHMENTS:❑ SCOPE,WORK OR SERVICES ❑ COMPENSATION 0 INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER
REFERENCED EXHIBITS 0 PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES 0 PRIOR CONTRACT/AMENDMENTS
CFW LICENSE# BL,/ EXP.12/31/ UBI# ,EXP. / / 7frFe4-14-42-
8.
7. TERM: COMMENCEMENT DA E: /l C COMPLETION DATE: i TOTAL COMPENSATION:$ 1 Ij ., / 7 (INCLUDE EXPENSES AND SALES TAX, :Tr
(IF CALCULATED ON HOURL LABI+' CHARGE-ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES)
REIMBURSABLE EXPENSE: o YES ❑NO IF YES,MAXIMUM DOLLAR AMOUNT: $
IS SALES TAX OWED: o YES ❑NO IF YES,$ PAID BY: o CONTRACTOR ❑CITY
RETAINAGE: RETAINAGE AMOUNT: RETAINAGE AGREEMENT
GRRE�EM�EENT(SEE CONTRACT)OR ❑RETAINAGE BOND PROVIDED
/
PURCHASING: PLEASE CHARGE TO: w 20!J 2/..o 'J o0
9. DOCUMENT/CONTRACT REVIEW INITIAL/DATE REVIEWED INITIAL/DATE APPROVED
- ^ D-b-r.03Eetyt�MA TGER
EPUTYDIRECTOR /�+ � i�_: A I
DIRECTOR
o RISK MANAGEMENT (IF APPLICABLE)
LAW DEPT (3) 106/(e
10. COUNCIL APPROVAL([F APPLICABLE) COMMITTEE APPROVAL DATE: /7/r 4 COUNCIL APPROVAL DATE: Ii,S�I
11. CONTRACT SIGNATURE ROUTING ��1 t ��
❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D:
❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE,LIC NSES,E HIBITS
o CREATE ELECTRONIC REMINDER/NOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE
(INCLUDE DEPT.SUPPORT STAFF IF NECESSARY AND FEEL FREE TO SET NOTIFICATION MORE THAN A MONTH IN ADVANCE IF COUNCIL APPROVAL IS NEEDED.)
INITIAL/DATE SIGNED
❑ FINANCE DEPARTMENT
❑ W DEPT ii
SIGNATORY(MAYOR OR DIRECTOR) WAA�=�./—�.
CITY CLERK DiZai
.-ASSIGNED AG# AG# lq-p�3
SIGNED COPY RETURNED DATE SENT: i
❑RETURN ONE ORIGINAL
COMMENTS:
EXECUTE" "ORIGINALS s( 05\1r -
s o
_a driNIOY-
4/2017
MASTER LIGHTING SERVICES AGREEMENT
NO. 47
This Master Lighting Services Agreement (this "Agreement") is made effective as of
January 15, 2019 (the "Effective Date"), by and between Puget Sound Energy, Inc. ("PSE"), and
The City of Federal Way("Customer") (each a"Party," and collectively the"Parties").
RECITALS
A. PSE is in the business of, among other things, providing custom lighting services
("Lighting Services") under and pursuant to Schedule 51, Schedule 52, Schedule 53 and/or any
other applicable schedule included in PSE's Electric Tariff G (each, a "Schedule") on file with
the Washington Utilities and Transportation Commission("WUTC").
B. The Customer desires PSE to provide certain Lighting Services to the Customer
as set forth in each Custom Street Lighting Order, substantially in the form attached hereto as
Exhibit A to this Agreement, entered into by the Parties from time to time during the term of this
Agreement that references this Agreement and is signed by both Parties (each, an"Order").
C. PSE is willing to provide such Lighting Services to the Customer subject to and in
accordance with the terms and conditions set forth in this Agreement, in the applicable Order and
in the associated Schedule.
AGREEMENT
The Parties,therefore, agree as follows:
Section 1. Lighting Services
1.1 Products and Services. PSE will provide to the Customer the Lighting Services
set forth in each Order and the most current version of the Schedule applicable to the Lighting
Services covered by such Order (the "Services"). Each Order will describe and identify the
Lighting Services and the associated Schedule applicable to the Lighting Services covered by the
Order and set forth all materials, information, property and other items provided for, used or
incorporated into the Services (collectively, the "Facilities"). Each such Order and associated
Schedule are hereby incorporated into and made a part of this Agreement by this reference.
1.2 Performance of Services. Subject to the terms and conditions of this Agreement
and any applicable tariffs on file with the WUTC, including the applicable Schedule(s), PSE
shall use reasonable efforts to perform the Services. PSE shall perform the Services in
accordance with the schedule provided in the applicable Order or associated Schedule with
reasonable diligence in the ordinary course of its business and in light of any operational issues
as to the remainder of its utility systems that may be influenced by the Services.
1.3 Adjustments to the Services. PSE shall notify the Customer in writing of any
reasonably anticipated adjustments to the Services that result from delays in PSE's performance
of the Services caused by the Customer (or its agents, servants, employees, contractors,
subcontractors, or representatives), or any conditions beyond PSE's control. The Parties
-1-
acknowledge that additional requirements not contemplated by the Parties may arise during the
performance of the Services. In the event such additional requirements arise, the Parties shall
provide written notice thereof and shall use reasonable efforts to promptly respond to such
requirements.
1.4 Performance by Customer. The Customer shall pay PSE for the Services in
accordance with the applicable Order and the associated Schedule. In the event the Customer is
unable to perform any of its obligations under this Agreement to PSE's satisfaction, the Parties
shall use reasonable efforts to adjust the Services to allow additional time for the Customer to
perform such obligations. If the Parties cannot reasonably agree upon such a schedule
adjustment, PSE may, at its option, terminate this Agreement by giving written notice to the
Customer, and the Customer shall promptly pay PSE the amounts payable to PSE in connection
with such termination under Section 1.5.
1.5 Term and Termination. The term of this Agreement will commence on the
Effective Date and will end thirty (30) days after the expiration or termination of all Orders
entered into by the Parties under this Agreement, unless earlier terminated by mutual written
agreement of the Parties. Service under each Order is effective for as long as such Order remains
in effect, as specified in the Order and/or in the then-current version of the Schedule applicable
to the Lighting Services covered by the Order. The effect of termination of any given Order,
including the Parties' respective responsibilities for the costs of removal or salvage of any
Facilities associated with the Services, will be as set forth in the Order or associated Schedule.
Section 2. Permits.
The Customer shall be solely responsible for any costs related to the acquisition of any
and all operating rights, permits, licenses, certificates, inspections, reviews, impact statements,
determinations, authorizations, exemptions or any other form of review or approval necessary or
convenient for the Services (collectively, "Permits"). The Permits shall be on such terms and
conditions as PSE shall, in its sole discretion, determine to be appropriate to its needs. PSE shall
not be obligated to commence construction for the Services, or otherwise in any way change,
limit, curtail, impair or otherwise affect the normal and reliable operation of the Facilities, unless
and until PSE is in possession of all Permits necessary for the Services and all rights of appeal
with respect to the Permits shall have been exhausted. The Customer shall be responsible for
performance of and any costs associated with any mitigation required by the Permits.
Section 3. Easements.
The Customer shall be solely responsible for any costs related to the acquisition of any
and all easements, right-of-ways, or any other property rights necessary or convenient for the
Services (collectively, "Easements"). The Easements shall be on such terms and conditions as
PSE shall, in its sole discretion, determine to be appropriate to its needs. PSE shall not be
obligated to commence performance of the Services, or otherwise in any way change, limit,
curtail, impair or otherwise affect the normal and reliable operation of the Facilities, unless and
until PSE is in possession of all Easements necessary for the Services and all rights of appeal
with respect to the Easements shall have been exhausted. The Customer shall be responsible for
performance of and any costs associated with any mitigation required by the Easements.
-2-
Section 4. Construction Services
4.1 Construction Services. The Customer shall be solely responsible for, or shall
reimburse PSE for, all costs and expenses for any construction or installation services necessary
to perform the Services as set forth in each Order ("Construction Services"), which may include
any restoration costs and/or the removal of excavated materials; costs and expenses to relocate or
rebury Facilities if the area is not within grade; costs and expenses for trenching and backfilling
of pole holes; costs and expenses associated with any unforeseen soil or pavement conditions
that would increase the cost of service; and all costs and expenses associated with any other
unforeseen Construction Services that would increase the cost of service. The costs for the
Construction Services ("Construction Costs") shall include, without limitation, any and all direct
and indirect costs incurred by PSE in connection with the costs enumerated in this Section,
including, but not limited to, labor, personnel, supplies, materials, overheads, contractors,
consultants, attorneys and other professionals, administration and general expenses and taxes.
4.2 Payment. The Customer shall pay PSE for the Construction Costs in accordance
with the applicable Order.
Section 5. Transfer of Assets
If the Customer and PSE have agreed that, as part of any Order, the Customer shall
transfer certain assets to PSE, Customer shall, contemporaneously with the execution of the
applicable Order, duly execute and deliver to PSE a Bill of Sale in form and content as mutually
agreed upon between the Parties and, pursuant to the terms of the Bill of Sale, sell, transfer,
assign, convey and deliver to PSE all right, title and interest in the assets set forth or otherwise
described in the Bill of Sale.
Section 6. Disclaimers and Limitation of Liability
6.1 Disclaimer. Without limiting any express obligations PSE has under this
Agreement or under the applicable Order or associated Schedule (or other applicable tariff on file
with the WUTC), PSE makes no representations or warranties of any kind, express or implied,
with respect to the Services or other items or services provided under this Agreement including,
but not limited to, any implied warranty of merchantability or fitness for a particular purpose or
implied warranty arising out of course of performance, course of dealing or usage of trade.
6.2 Limitation of Liability. In no event shall either party be liable, whether in
contract, warranty, tort or otherwise, to any other party or to any other person for any indirect,
incidental, special or consequential damages arising out of the performance or nonperformance
of the Services or this Agreement, provided that the foregoing does not limit any indemnification
obligations owed by either party in connection with this Agreement, and will not limit PSE
liability to any third party arising out of the negligent acts of PSE, its employees, agents, officers,
successors or assigns.
Section 7. Miscellaneous
7.1 Tariffs Control. This Agreement is in all respects subject to all applicable tariffs
of PSE now or hereafter in effect and on file with the WUTC, including the applicable
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Schedule(s). In the event of any conflict or inconsistency between any provision of this
Agreement and any such tariff, the terms of the tariff shall govern and control.
7.2 Survival. Sections 1.5, 4.2, 5, 6 and 7 shall survive any expiration or termination
of this Agreement. Except as otherwise provided herein, following expiration or termination of
this Agreement neither Party shall have any further obligations arising under this Agreement.
7.3 Waiver. The failure of any Party to enforce or insist upon strict performance of
any provision of this Agreement shall not be construed to be a waiver or relinquishment of any
such provision.
7.4 Entire Agreement. This Agreement, including any exhibits hereto, sets forth the
complete and integrated agreement of the Parties. This Agreement cannot be amended or
changed except by written instrument signed by both Parties.
7.5 Force Majeure. 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; storm, 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 Services or this Agreement. Upon removal or termination of the Force Majeure Event, the
Party claiming a Force Majeure Event shall promptly perform the affected obligation 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 cause
by a Force Majeure Event.
7.6 Enforceability. The invalidity or unenforceability of any provision of this
Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in
all respects as if such invalid or unenforceable provisions were omitted.
7.7 Notice. Any notice or other communication under this Agreement given by either
Party to the other Party shall be in writing and shall be delivered in person or mailed to the
attention of the signatories below. Either Party may change such address or contact by written
notice to the other Party.
7.8 Governing Law. This Agreement shall be interpreted, construed and enforced in
accordance with the laws of the State of Washington without reference to its choice of law
provisions. This Agreement shall be fully binding upon the Parties and their respective
successors, assigns and legal representatives.
In witness whereof, the Parties have executed this Agreement as of the date set forth above.
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PSE: Customer:
Puget Sound Energy, Inc. City of deral ay
By � By
Its j?r�n✓4`I- 5a )e'c Its Mayor
Address: 3 3 70 pet, 'P1 51 ), ress: 33325 8th Ave South
13z�J�VLA, wA er?00 y Federal Way, WA 98003
Attn: /f4,t-Y /mo i.lnettr) / XS/sA Attn: Jim Ferrell, Mayor
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