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RE$OLUTION NO. 4 7 0_6
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF AUBURN, WASHINGTON, AUTHORIZING THE
MAYOR TO - NEGOTIATE AND EXECUTE AN
AGREEMENT WITH PUGET SOUND ENERGY, INC FOR
THE PURPOSE OF RELOCATING POWER FACILITIES
IN ADVANCE OF CONSTRUCTION OF THE A STREET
NW EXTENSION (AlB CORRIDOR) (C207A) PROJECT
WHEREAS, Puget Sound Energy, Inc. has existing power facilities
located in a private easement within the vicinity of the Project which are
' required to be relocated to accommodate the Project; and
WHEREAS, Puget Sound Energy, Inc. is responsible.for the planning,
review, design, permitting, and relocation of said power facilities in advance of
construction of the A Street NV11 Extension project, hereinafter referred to as the
"Project"; and
WHEREAS, it is in the City's best interest to have Puget Sound Energy,
Inc. complete the relocation of said power facilities in advance of construction of
the Project.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN;
WASHINGTON, HEREBY. RESOLVES as follows:
Section 1. The Mayor is hereby authorized to negotiate and execute an
agreement with Puget Sound Energy, Inc., for the purpose of completing facility
relocation work in advance of construction of the A Street NW Extension
Resolution No. 4706
April 20, 2011
Page 1 of 2
project; in substantial conformity with the agreement attached hereto, marked
as Exhibit "1" and.incorporated herein by this reference. .
Section 2. That the Mayor, is authorized to implement such other
administrative procedures as may be necessary to carry out the directives of
this legislation.
Section 3. ; That this Resolution shall take effect and be in full force
upon passage and signatures hereon.
Dated and Signed this ,2_ 4 day of , 2011. .
CI O UBURN
PETER B. LEWIS
MAYOR
ATTEST:
;
Danielle E. Daskam,
City Clerk
~
APP ;ED AS TO FORM:
Da iel B. Heid,
City Attorney
Resolution No. 4706
Apri120, 2011 _
Page 2 of2
FACILITY RELOCATION AGREEMENT This Agreement; dated as of Z7v,-,e 2& , 2011, is made and entered into by and
between Puget Sound Energy, Inc., a Washington corporation ("PSE"), and The City of -
Auburn, a Washington municipal corporation, ("City"). PSE and the City are sometimes
referred to herein individually as a"Party" and collectively as the "Parties."
. RECITALS
A. PSE owns and operates certain utility systems and facilities necessary and
convenient to the transmission and distribution of electricity ("Facilities") that are located on
an easement. The Facilities are more particularly described on Exhibit A attached hereto and
incorporated herein by this reference:
B. The City plans to construct improvements to A Street NW north of 3`d Street
NW for approximately 250 feet. ("Improvements").
C. In connection with the Improvements, the Cityhas requested that PSE`perfortn
certain engineering design work and certain construction work relating to. modification or
relocation of its Facilities (the "Relocation Work"), a11 in accordance with and subject to tlie
terms and conditions of this Agreement, and any applicable tariff on file with the Washington
Utilities and Transportation Commission (the "WUTC").
D. The City has provided to PSE a written planfor the Improvements (the
"Improvement Plan") which includes, among other things, (a) plans and specifications
sufficient in detail, as reasonably determined by PSE, for PSE to design and perform the
Relocation Work, including reasonably detailed drawings showing the planned
Improvements, (b) a list of the key milestone dates for the Improvements, and (c) information
concerning possible conflicts between PSE's Facilities and other utilities or facilities.
The Parties, therefore, agree as follows:
AGREEMENT
Section 1. Relocation Work
1.1 Relocation Work. The Relocation Work is described in Exhibit B attached to
this Agreement.
1.2 Performance of Relocation Work. Subject to the terms and conditions of
this Agreement and any applicable tariffs on file with the WLJTC,.PSE shall use reasonable
efforts to perform theRelocation Work. PSE shall perform the Relocation Work iri
accordance with the schedule provided in Exhibit B(the "Relocation Schedule") with
reasonable diligence in the ordinary course of its business and in light of any operadonal
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issues as to the remainder of its utility systems that may be influenced by the Relocation
Work. PSE shall have no liability to the City or any third party, nor shall the Citybe relieved
or released from its obligations hereunder, in the event of any delay in the performance of the
_ Relocation Work due to any (a) repair; maintenance, improvement, renewal or' replacement
work on PSE's utility systems, which work is necessary or prudent as determined by PSE in
its sole discretion; or (b) actions taken by PSE which are necessary or consistent with prudent
utility practices to protect the performance, integrity; reliability or stability of PSE's utility
systems or any systems to which such systems are connected.
1.3 Adjustments to the Relocation Worlc. PSE shall notify the City in writing
of any reasonably anticipated adjustments to the Relocation Work (including the Relocation
Schedule andlor Relocation/Modification Estimate) that result from (a) the revision or
modification of any Improvements in a manner that requires PSE to revise its plans and .
specifications for the Relocation Work; (b) delays in PSE's performance of the Relocation
Work caused by the City (or its agents, servants, employees, contractors, subcontractors, or
. representatives); or (c) conditions or circumstances otherwise beyond the control of PSE., .
The Parties acknowledge that additional requirements not contemplated by the Parties may
arise during the performance of the Relocation Work. In the event such additional -
requirements arise, the Parties shall provide written notice thereof and shall use good faith
reasonable efforts to appropriately respond to such requirements in a prompt and efficient
manner, including appropriate adjustments to the Relocation Schedule and/or the
Relocation/Modificatiori Estimate.
1.4 Performance by City. In the event the City is unable to perform its
' obligations under Sections 2 and 3 below to PSE's reasonable satisfaction, and absent written
waiver by PSE of such obligations, the Parties shall use reasonable efforts to adjust the
Relocatiom Schedule to allow additional time for the City to perform such obligations;
provided, that if the Parties cannot reasonably agree upon such schedule adjustment, PSE
may, at its option, thereafter terminate this Agreement by giving written notice to the City, .
' and tlie City,shall promptly pay PSE the amounts payable to PSE in connection with such
- termination under Section 5.5. PSE's determination as to the satisfaction or waiver of any
such condition under this Agreement shall not be deemed to be a determination of
satisfaction or waiver of any other condifion arising under this Agreement.
1.5 Notice to Proceed with Constructaon Work. At least twenty (20) business
days prior to the date required for the commencemenY of construction for the Relocation
Work, the City shall either (a) provide to PSE a written notice to proceed with such
construction work, or (b) terminate this Agreement by written notice to PSE. In the event of
such termination, the City shall promptly pay PSE the amounts payable to PSE in connection
with teimination under Section 5.5.
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Section 2. Operating Rnghts.
2.1 New Operatflng Rights. Unless otherwise provided for in Exhibit B, tlie City -
shall be solely responsible for any costs related to acquisition of any arid all operating righfs
for the Facilities that aze necessary or appropriate, in addition to or as replacement for the
' Existing Operating Rights, for completion of the Relocation Work ("New Operating Rights").
Such New Operating Rights obtained by PSE shall be in PSE's naine, sliall be of equivalent
quality and kind as tfie Existing Operating Rights and shall be provided in a form acceptable to PSE, all as determined by PSE in its sole discretion. The New Operating Rights shall be
, provided with sufficient title information demonstrating to PSE's satisfaction that PSE shall
obtain clear; good and sufficienf title to such rights, if applicable. PSE shall not be obligated
to commence the RelocationWork, or otherwise in any waychange,'limit, curtail, impair or -
otfierwise affect the normal and reliable operation of the Facilities as loeated upon or:relative
to the Existing Operating Rights; unless and until PSE is in possession of the New Operating
Rights.
23 Release of.Operating Rights. Upon compledon ofthe relocation of its .
existing underground electric and padmounted facilifies; PSE will release its interests only
in that portion of the existing Puget Sound Power and Light easement, King County.
Recording No. 8210080354 for that portion of the easement area dedicated and conveyed to .
the City for public benefit under King County Recording No. 20110309000279 to extend the .
public right-of-way of A Street NW. Section 3. Permits.
PSE shall obtain all necessary permits, licenses, certificates, inspections, reviews,
impact statements, determinations, authorizations, exemptions or any, other form of review or '
approval given, made, done, issued or provided by any one or more governmental authorities
with jurisdiction necessary or convenient for the Relocation Work (collectively, "Permits")
and the City shall be solely responsibl'e for any costs related to the acquisition of said
required doeumentation. 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
commenee construction for the Relocation Work, or otherwise in any way change, limit,
curtail, impair or otherwise affeet the normal and reliable operation of the Facilities, unless
and until PSE is in possession of all Permits necessary for the Relocation Work and all rights
of appeal with respect to the Permits shall have been exhausted. The City shall be
responsible for performance of and any costs associated with any mitigation required by the
Permits.
Section 4. Materials and Ownership
Unless specifically agreed otherwise in,writing by the Parties, PSE shall provide all necessary materials, equipment and labor required to perform the Relocation Work. All
materials; information, property and other items provided for, used or incorporated into the
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Reloca.tion Work (including but not limited to the Facilities) shall be and remain the property of PSE.
' Section 5. Relocation Costs
; 5.1 Estimate. PSE's good faith estimate of the costs to perform the Relocation .
Work (the "Relocation/Modification Estimate") is $112,407.61 and is attached as Exhibit C..
The Parties agree that the Relocation/1Vlodification Estimate is an estimate only and PSE shall
be entitled to reimbursement of all actual costs incurred in or allocable to the performance of
the Relocation Work. 5.2 Costs in Excess of Estimate. PSE shall use reasonable efforts to monitor its actual costs incurred'during the'gerformance of the Relocation Work; and in the event PSE
determines that such costs are likely to exceed the Relocation/Modification Estimate by more
, than ten percent (10%), PSE shall so notify the City in writing. In such event PSE may,, at its
discretion, suspend performarice the Relocation Work, and PSE shalT not be obligated to
continue with performance of any Relocation Work unless and until PSE receives tlie City's
written acceptance of PSE's revised Relocation/Modification Estimate and written notice to
proceed with the Relocation Work. In the event PSE does not receive such acceptance and notice from the City within ten (10) working days from the date of PSE's notice, then PSE
may, at its discretion, terminate this.Agreement. In the event of such termination, the City
shall promptly pay PSE the amounts payable to PSE in connection with termination under -
Section 5.5. 5.3 Relocation Costs. The City shall be responsible for, and shall reimburse PSE
for, all costs and expenses incurred by PSE in connection with-the performance the
Relocation Work (the "Relocation Costs") described in Exhibit B. For purposes of this
Agreement, the Relocation Costs 'shall include, without limitation, any and all direct and
indirect costs incurred by PSE in connection with the. performance of the Relocation Work, '
including, but not limited to, labor, personnel, supplies, materials, overheads, contractors,
consultants, attorneys and other professionals, administration and general expenses and taxes. .
5.4 Statement of Costs - Invoice. Within sixty (60) calendar days of the
completion of the Relocation Work, PSE shall provide the City with a statement and invoice
of the actual Relocation Costs incurred by PSE. PSE shall provide, within a reasonable
period after receipt of any written request from the City, such documentation and information
as the City may reasonably request to yerify any such invoice.
5.5 Costs Upon Termination of Agreement. In the event either Party terminates
this Agreement, the City shall promptly pay PSE, the following:
(a) all costs and expenses incurred by PSE in connection with the
Relocation Work (including, without limitation, a11,Relocation Costs incurred through
the date of termination and such additional costs as PSE may incur im connection with . -4- .
its suspension or curtailment of the Relocation Work and the orderly termination of .
. the Relocation Work); and
(b) a11 costs and expenses incurred by PSE in returning and restoring the
Facilities to normal and reliable commercial opera.tions.
5.6, Payment. The City shall, within thirty (45) calendar days after the receipt of
an invoice for costs payable under this Agreement, remit to PSE payment for the full amount
of the invoice.
Section 6. Indemnification
6.1 Indemnification. `The City releases and shall defend, indemnify and hold harmless PSE 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 ofthe City in its performance under this
Agreement: PSE releases and shall defend, indemnify and hold, hannless the City 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 PSE in its performance under this Agreement. During the performance of such activities employees or contractors of each Party shall at a11 times remain employees or
contractors, respectively, that Party and shall not be, or be construed to be, employees or
contractors, respectively, of the other Party.
. 6.2 Title 51 Waiver. Solely for purposes of enforcing the indemnification
obligations of a Party under this Section 6, 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 6 extends to
any.such claim brought against the indemnified Party by or on behalf of any employee of the
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.
Section 7. Disclaimers and Limitation of Liability
7.1 Disclaimer. Neither PSE or the City make representations or warranties of
any kind, express or implied, with respect to the Relocation Work 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. .
7.2 Limitation of Liability. In no event shall PSE or the City be liable, whether
in contract, warranty, tort or otherwise, to any other party or to any other person for any
indirect, incidental, special or consequent'ial damages arising out of the performance or
nonperformance of the Relocafion Work or this Agreement.
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Section 8. Miscellaneous
8.1 Tariffs Control. This Agreement is in all respects subject to all applicable,
tariffs of PSE now or hereafter in effect and on fileVith the WUTC. 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 eontrol.
8.2 Survival, Sections 2, and 4 through 8 shall survive any termination of this
Agreement. Subject to the foregoing, and except as otherwise provided herein, upon and
following termination of this Agreement neither Party shall have any further obligations
arising under this Agreement and this Agreement shall be of no further force or effect. .
8.3 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 relinquishinent of any such provision or any other provision in that or any other instance; rather, the same.shall
be and remain in full force and effeet.
8.4 Entire Agreement. This Agreement, including any exhibits hereto, sets forth
the complete arid integrated agreement of the Parties. This Agreement cannot be amended or .
changed except by written instrument signed by the Party to be bound thereby.
8.5 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; storin, 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 similaz 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 Relocation Work or this Agreement. Upon removal or
termination of the Force Majeure Event, the Party claiming a.Force Majeure Event shall
promptly perforim the affected obligation in, an orderly arid 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.
8.6 Enforceability, The invalidity or unenforceability of any provision of this
Agreement shall not affect the otlier provisions hereof, and thi5 Agreement sha11 be construed
in all respects as if such invalid or unenforceable provisions were omitted.
8.7 Notice. Any notice, request, approval, consent, order, instruction, direction or
other communication under this Agreement given by eitHer Party to the other Party shall be in
writing and shall be delivered in person to an authorized representative or mailed, ~properly
addressed and stamped with the required postage, to the intended recipient at the address and
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to the attention of the gerson specified below the Parties' `respective signatures on this
Agreement. Either Party may from time to time change such address by giving the other
Party notice of such change in accordance with this section.
8.8 Governing Law. This Agreement shall be interpreted, construed and
enforced in all respects in accordance with the laws ofthe State of Washington. 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.
PSE: cily:
. Puget und Energy, Inc. C of Aubu /
By i~ By ~
Its /kf., 4'CA Its mialAor
` Address: 690f S. 2 28 ST _ Address: 5 wts-3- M a 41, St-
~,~T. _ 60 1
Attn: Coa- 3 Attn: ` fiG
W OrkS
ATTEST:
Danielle E. Daskam, City Clerk
APPRO AS TO FORM:
Daniel B. Heid, City Attorney
' -7-
EXHIBIT A
EXIS'II'ING FACILITIES: Shown on attached drawing and consist of
aeri_al conductors, and poles; Padmountecl transformer and vault. Aerial
: sea-vice condutors will be transferred and extended a"s required.
EXISTING OPERA'TING itIGHTS: Easement and franchise.
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EXHIBIT B
RELOCATION WORK .
PSE, as shown on attached drawing, will:
• ltemove existiag aerial facilities from POl to P09, provided all
communicadon facilides are removed by others.
0 Relocate vault V04. . • Install vaults V02, V03 and HOl and new conduits and
underground conductors between V02/V03 to V04- using open trench excavaNon method.
• Install two new.glu-lam self-supporting poles at P02 and P04.
• Transfer and extend aeria1600 volt service conductors as needed.
The City will provide all necessary staking for pole and vault locations
and elavations for the intalled Facilities based on the City's project design
and PSE's design of the PSE Facilities. PSE shall notify the City 5
business days in advance.of the start of work requiring staking to be
completed:
PSE or its contractor will commence the Relocation Work .within 20
business days of receiving a fully executed Facility Relocation Agreement
provided all, necessary operating rigtats have been secured by PSE for tlae
installation of the Relocadon Work. Once the Relocation Work
commences, the duration is. expected to be approximately 20 tiusiness,
days. The schedule for the removal of PSE aerial facilities is dependent
on all communication. facilities being removed by others and will be
determined at a later date.
The. relocation work will be performed during normal working hours in
. accordance with Auburn City Code. -9-
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C-XH I3 C"
PUG ET
souNn FACILITY RELOCATION/MODIFICATION
ENERGY
ESTIMATE
To: City of Auburn Dpte: 06111/11
25 W. Main Street
Auburn, WA 98001
Attn: Ingrid Gaub
SCOPE OF WORK, SPECIFICATIONS and SPECIAL PROVISIONS
he Work under this Agreement provides for the UTILITY, through its construction contractor, to design and construct a new
underground distribution system in conjunction with The City of Auburn's Road project along "A" Street North West. The new
underground distribution system will be replacing PSE's existing overhead system that provide service to a nearby commercial
ustomer's. The new system will consist of transformer's, distribution vaults, two Glu-Lam service poles and related underground
onduit and wiring. The cost for portions of this relocation wifl be a City of Auburn Obligation. The City of Auburn contribution cost
re detailed below.
PSE ProJect Manager: Dennis Booth
AcMvMy: "A" Street Relocation
PSE Order 101064545
% Reimbursable: 100% 0% 0% 0%
Materfals $29,452.75 $0.00
Constructlon $57,683.70 $0.00
Englneering 8 Management $6,409.30 $0.00
Operating Rlghts $4,200.00
Overhead $14,661.88 $0.00 $0.00 $0.00
otal Actual Costs: $112,407.61 $ -
GRAND TOTAL: $112,407.81 $112,407.61
CHy of Auburn Obllgafilon: $112,407.61 $ -
Billing Detail Form 5/01
Puget Sound Energy, Inc. PO Box 90868 Bellevue, 1h'A 98009-0868