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HomeMy WebLinkAboutPuget Sound Energy Facility Relocation Agreement FACILITY RELOCATION AGREEMENT 'This Ageement, dated as of��� .2014,is made and entered into by and between Puget Sound Energy,Inc.,a Washington corporalion("PSE'�,and the City of Aubura,("Government Entity'�. PSE and the Government F�ntity are sometimes referred to herein individually as a"Party"and collectively as the"Pazties." RECITALS A. PSE owns and operates ccKtain utility systems and facilities necessary and convenient to the Uansmission and distribution of eleciricity("Facilities")that are located:on or in relation to cert�n operating rights("Existing Operating Rights"). TheFacilities and Existing Operating Rights are more particularly described on Exhibit A attached hereto and incorporared fierein by this reference. B. The Government Entity plansto construct impmvemerns to the M ST SE and Aubum Way South Intersection("Improvements"). C. In connection with the Improvements,the Goveinment Entity has requested that PSE perform certain engineering design work and certain wnstruction work relating to modification or relocation of its Facilities(the "Relocation Work"),all in accordance with and subject to the terms and conditions of tlus Agee�neat,and any applicable tariff on file with the Washington Utilities and Transportation Commission(the"WUTC"). D. The Government Eutity has provided to PSE a written plan for the .Improvements(the"Improvement Plan'�wluch includes,among other things,(a)plans and specifications sufficiem in detail,as reasonably determined by PSE,for PSE to design and perForm the Relocation Work, including reasonably detailed drawings showing the planned Improyements;(b)a list of the key milestone dates for the Improvements,and{c)iaformation 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 ttris Agreement. 1.2 Performance ot Relocation Work. Subject to the terms and conditions of tlus Agreement and any appiicable tariffs on file with the VWTC, PSE shall use reasonable ' efforts to perform the Relocation Work. PSE shall perform the Relocation Work in acco;dance with the schedule provided in Extribit B(the"Relocation Schedule'�with reasonable diligence in the ordinary wurse of its business and in light of arry operational issues as to the remaiader of iu utility systems that may be influenced by the Relocation Work. PSE shall have no liability to the Governme�Emity or any third parry,nor sl�all the Governmem Entity be 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 pmdent utility practices to protect the perFormance, integrity,reliability or stability of PSE's utility systems or any systems to wlrich such systems are connected. 1.3 Adjastmenls to t6e Relocation Work. PSE shall notify the Govemment Entity in writing of any reasonably anticipated adjustments to the Relocation Work(including the Relocation Schedule and/or Relocation CostBstimate)tl�ax result from(a)the revision or modific�tion of any Improvements in a manner that requires PSE to revise its plans and specificarions for the Relocation Woik;(b)delays in PSE's performance of the Relocation Work caused by the Government Entity(or its agents,servants,employees,contractors, subcontractors,or representatives); or(c)conditions or circtmmstances otherwise beyond the co�rol of PSE. The Parties aclmowledge that additional requirements not coatemplated by the Parties may arise during the perFormance of the Relocation Work. In the event such additional requiremems 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 Cost Estimate. 1.4 Performance by Government Entity. Tn the event the Govemment Entity is unable to perfotm 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 Relocation Schedule to allow additional time for the Govecnment Entity to perform such obligations;provided,that if the Parties oannot reasonably agree upon such schedule adjustmeut,P5E may,at its option,thereafter-terminate this Agreement by giving written notice to the Government Entity, and the Government Entity 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 sl�all not be deemed to be a determination of satisfaction or waiver of any other condition arising under this Agreement. 1S Notice to Proceed with Construction Work. At least 10 days prior to the date specified in the Relocation Schedule for commencement of conshvction for the Relocation Work,the Government Entity shall either(a)provide to PSE a written notice to procced with such consriucrion work, or(b)terminate this Agr�ment by written notice to PSE. In the event of such terminatioq the Govemment Entity shall promptly pay PSE the amounts payable to PSE in connection with termination under Section 5.5. Section 2. Operating Rig6ts. Unless otherwise provided for in Exhibit B,the Govemment Entiry shail be solely responsible for aay cASts related to acquisition of any and all opeisting rights for the Facilities that are 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 shall be in PSE's name, shali be of equivalent quality and land as the Existin8 Operatin8 Rights and shall be provided in a form acceptable to PSE,all as detetmined by PSE in its sole discretion. The New Opeiating Rights shall be provided with sufficient title information demonst�ating to PSE's satisfaction that PSE shall obtain clear, good snd sufficient titie to such rights, if applicable. PSE shall not be obligated to commence the RelocationWork,or otherwise in any way change, limit,curtail, impair or otlierwise affect � the normal and reliable opeiation of the Facilities as located upon or relative to the Existing . Opeiating Rights,unless and umil PSE is in possession of the New Opeiatinig Rights: Section 3. Permits. The Government Emity shall be solely responsible for az�y costs related to acquisition of any and all permits,licenses,certificates, inspections,reviews,impact statemenu, determinations, authorizations,eacemptions or any othet form of review or approval given, made,done,issued or provided by any one or more govemmental authorities with jurisdiotion necessary or convenient for the Relocation Work(colleclively, "Permits"). 'The Permits sliall. be on such tetms and conditions as PSE shall,in its sole discretion,determine to be appropria#e to its needs. PSE shall not be obligated to commence constivction for the Relocation Work,or othenvise in any way change, limit,curtail,impair or otherwise affect the noimel and reliable operation of the Facilities,unless and u�il PSE is in possession of all � Permits necessary for the Relocation Work and all rights of appeal with respect w the Peimiits shall have been eachausted. The Government Entity shall be responsible for performance of and any costs associateci with any mitigation required by the Pennits. � Section 4. Materisls and Ownerahip 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,informalion,ProP�Y and other items ptovided for,used or incorporated into the _ Relocation Work(including but not limited w the Facilities)shall be and remain the properry of PSE. Section 5. Relocation Costs 5.1 Eatimata PSE's good:faith estimate of the costs to perform the Relocation Work(the"Relocation Cost Estimate")is$110,543.44. The Parties agree that the Relocation Cost Estimate is an estimate only and PSE shall be entifled to reimbursement of all actual costs incmred in or allocable to the performHnce of the Relocation Work. S.2 Costs in E:cess of Eatimate. PSE shall use reasonable efforts to monitor its , actual costs incurred during the performaace of the Relocation Work,and in the evem PSE detetmines that such costs at+e likely to exceed the Relocaaon Cost Estimate by more than twenty pefcent(20%),PSE shall so notify the Govemmeat F.ntity in writing. In such event PSE may,at its discretion,suspend performaace the Relocation Work and PSE shall not be obligated to continue with perforn�ance of aay Relocation Work unless and until PSE receives the Govemment Entity's written acceptance of PSE's revised Relocation Cost Estimate and written notice to proceed with the Relocation Work. In the event PSE does not receive such accepffince and notice&om the Government Entity witlun ten(10)worliing days &om the date of PSE's notice,then PSE may,at its discretion,teiminate this Agreement In the event of such terminatioq the Govemment Entity shall pmmptly pay PSE the amounts payable to PSE in connection with termination under Section 5.5. 53 Relocation Coata The Govemment Ernity shall be responsible for,and shall reimbutse PSE for,all costs and expenses incwred by PSE in connection with the performance the Relocation Work(the"Relocation Costs'�. For purposes of this Agcement, the Relocation Costs shall include,without limitation,any and all direct and indirect costs incurred by PSE in connection with the performance of the Relocarion Work,including,but not limited to,labor,personnel,supplies,materials,overheads,contractors,consultants, attomeys and other professionals,administration and general expenses and taxes. 5.4 Statement of Costs-Iuvoice. Within sixty(60)days of the completion of the Relocation Work,PSE shall provide the Govemment Eatity with a stateme�and invoice of the actual Relocation Costs incurred by PSE. PSE shall provide,within a reasonable period atte�receipt of any written request from the Government Entity,such documentation and information as the Government Entity may reasonabiy request to verify any such invoice. 55 Costs Upou Termination of Agreement Tn the event either Party tenninates this Agieement,the Government Entity shall promptly pay PSE,the following: (a) all costs and expenses incurred by PSE in coanection with the Relocation Work(including,without limitadon,all Relocation Costs incurred thmugh. . the date of termination and such additioaal costs as PSE may incur in comection with its suspension or curtailment of the Relocation Work and the orderly termination of the Relocation Work); and � (b) all costs and expenses incurred by PSE in retuming and restoring the Facilities to normal and reliable commercial operatioas. 5.6 Payment The Governmeat Entity shall,within thirty(30)days after the receipt of an invoice for costs payable under tfiis Ageement,remit to PSE payment for the full amoum o£the invoice. S�tion 6. Indemnification 6.1 Indemn�catioo. The Government Entity releases and shall defend, indeainify and hold haimless PSE from all claims,losses,harny 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 willfiil misconduct of the Government Entity in its performance under this Agreement. PSE releases and shall defend, indemnifyand hold harmless We Governmern Entity&om all claims, losses,harm, liabilities,damages,costs and expenses(including,but not limited to,reasonable attomeys' fees)caused by or arising out of atry negligent act or omission or willfiil misconduct of PSE in its perfoimance under this Agreement. During the performance of such achvities employees or contractors of each Pazry shall at all times remain employees or contractors,nespectively,that Party and shall not be; or be construed to be,employees or conuactors,respectively,of the other Party. 6.2 Titie 51 Waiver. Solely for purposes of enforcing the indemnification obligations of a Parry under tlus Section 6,each Parry expressly waives its immunity andei TifleS 1 of the Revised Code of Washington,the Industrial Insurance Act,and agees 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 Pariy. The foregoing waiver shall not in any way preclude the indemnifying Parry from raising such immunity as a defense against aay claim brought against the indemnifying Party by any of its employees. Section 7. Discleimers and Limitation of I:iability 71 Disclaimer. PSE makes no representations or wazranties of any kind, express or iaiplied,with respect to the Relocation Work or other items or services provided uader tivs Agieement including, but not limited to,any implied waixanty of inerchantabiliry or fitness for a particular purpose or implied warranty arising out of couise of performance, coiuse of dealing or usage of trade. 7.2 Limitation of Liability. In no event shall PSE be liable;whether in contract, waztanty,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 Relocation Work or this Agreement Section S. Miscellaneoas 8.1 Tariffa ControL Tlvs Agreement is in all respects subject to all applicable tariffs of PSE now or hereafter in effect aud on file with the WUTC. In the evecrt of any conflict or inconsistency between any provision of this Agreement and any such tariff,the terms of the tariff shall govern and control. 8.2 SurvivaL Sections 2 and 4 through 8 shall survive any termination of this Ageement Subject to the foregoing,and except as otherwise provided herein,upon and following termination of this Agreement neither Party shall have any fiather obligations arising under this Ageement and tlus Agt+eement shall be of no fiuther force or effect. &3 Waiver. The failure of any Party to enforce or insist upon strict performance of any.provision of this Agreement shall not be conshued to be a waiver or relinquishment of any such provision or any other provision in that or any other instance;rather,the.same shall . be snd remain in full force and effect. 8.4 Entire Agreement 'I'his Ageement, including any exhibits hereto, sets forth the complete and integrated agreement of the Parties. T6is Agreement cannot be amended or changed except by written instivment signed by the Party w be bound thereby. SS Force Majeare. In the eve�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 Pait�s performance shall be excused dimng 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 wlrich necessitates the mobilizaxion of the personnel of a Party or its coniYactors to restot+e utility service to customers;laws,regulations,niles or orders of azry govemmental agency; sabotage; strikes or similar labor disputes involving persoanel of a Pariy,its contractocs 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 ciaiming a force Majeiue Event,in bonnection with the Relocation Work or this Agreement. Upon removal or termination of the Force Majeure Evern,the Party claiming a Force Majeure Event sl�all P�P�Y P�orm the affected obligaQon in an oideriy and expedited manner under this Agreemem or procure a substitute for such obligation The Parties shall use all commercially reasonable efforts to eliminate or TM;n;m;�p any delay cause by a Fot+ce Majeure Event. 8.6 Enforceability. The invalidity or unenforceability of any provision bf ttus Agreement shall not affect the other provisions hereof, and t}ris Agreemem shall be construed in all respects as if such invalid or unenforceable provisions were omitted. &7 Notice. Any nodce,reques�t,approval,consent,order,insuvction,direction or other communication under this Agi+eeme.nt given by either Parry 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 to tlie attention of the person speciSed below the Pazties'iespective si�res on this Agreement Either Party may from time,to time change such address by giving the other Party notice of svch change in accordance with this section. 8.8 Governing Law. Tlris Agreement shall be interpreted,conshued and enforced in all respects in accordance with the laws of the State of Washington. 'This Agreement shall be fully binding upon the Parties and their respecrive successors,assigns and legal reptesentatives. In witness whereo�the Paities have executed tlusAg[eement as of the date set forth above. PSE: Govemment Entiri: Puget odnd Energy,Inc City.of Anbnrn gy �. By� 1`� Its � L � I�� �$-� Address:,fo�?nc S z28T=ST Address: t� tr.r:u sT �F,s: Wa �� At* u.ca w.F fiPO i � Attn: Atm: EXHIBIT A FACILIITES AND EXISTING OPERATING RIGHTS Existing facilities include: a PNII-I 9 switch cabinet and vault, distritiution J-box and related conduit and cables. . Existing operating rights: an easement area twenty feet in width and thirty-five feet in length, lying in the northwest corner of the Zion Lutheran Church Property, as described in Auditor's file# 6645518 EJ�IT B RELOCATION WORK Install a new switch cabinet and vault along with associated cables/�nduits in new easement area described as: The Norther1y28 feet of the Westerly 30 feet and the southerly 30 feet of the northerly 58 feet of the westeriy 25 feet of the Zion Lutheran Church Property, lying adjacent to the new road right of way acqirired by the City tluough Auditor's File No. 20140205000840. RELOCATION WORK SCHEDULE Relocation work days: For civil work: Approximately 5 days to set the vaults and plumb the conduits. For line work: Approximately 3 days W seYthe:switch and pull wire to the new equipment and wreck out ttie old equipment PUGET +sourv� _ PACILITY RELOCATION/AAODIfICATiON ENERGY ' BIlLING DETAIL To: .Clty of Aaboro DOfe: OS/06/14 30t6 St 1VB&I 3t NE Auburo,WA 98002 AMn: Jaco6 Swatlog � ProJacl Dexdptbn: City otAuburu roadway widmiog project Auburo Way S&M St localbn: Au6urn Way 9!M Street PSE ProJett Manager::Anita Yurovchalc � Aetivi�LINECREW WORK-Relocation CIVR.CREW WORK-Relocation "-- ----- -- '----,...-- KE Orda 0: 10I063639 ' 76 Ralmblofable: 100% -..—. 100%. 0°k 0% ' 4 �t34.662:3G�� � '3�3�500.00 . - i'--""'°,�. �-- ; �---`+-- Corohucfion _ . '. 528,283:91� SI6.413:42 � . _ . FngmeeMgsManagemem i ` ��u.�a2.bs�, -�s�:sz3:'!► i� �. _ . u�+a ww . - ` OvBrhBad � _58.591.56 ' -'54,125.83, . : �50.00� i ��50.011 i , '�� i ' � , ,. _ ---- - — , , ._. ,._. � .- .---,.—�.-, � . : O}OI ACfU01 CMh7� � ' �� . 574,660.48�.� � � .I � . -� � 535.862.96 .; ' , , � . . ' . _. I �- -�� , ., ��--�-�� L ;' 6RANDTOTAL: �SS11o,5o3:44i, ` � i � REIMBURSABLE POR770Nt 511o.sa3.44 j � Billing DeteA Form b/01 . Puget Sound Energy,Ina PO Boz 90888 Bellevim.WA 98009-0888.