HomeMy WebLinkAboutPSE Master Lighting Service Agreement-1-
MASTER LIGHTING SERVICES AGREEMENT
NO. ______
This Master Lighting Services Agreement (this “Agreement”) is made effective as of
_________ (the “Effective Date”), by and between Puget Sound Energy, Inc. (“PSE”), and City of
Auburn (“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 Order will include a cost
estimate to complete the Order. After receiving a request for Services from the Customer, PSE will
provide the Customer with the associated Order for review. PSE will not commence work on any
Order for which it has not received approval from the Customer nor will the Customer be obligated
to pay any costs associated with an Order until, and if, the Order is accepted by the Customer.
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.
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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
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, unle ss 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
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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.
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.
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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 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 be yond 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 contract ors 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 claimin g 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.
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In witness whereof, the Parties have executed this Agreement as of the date set forth above.
PSE: Customer:
Puget Sound Energy, Inc. City of Auburn
By By
Its Its Nancy Backus, Mayor
Address: Address:25 West Main Street
(Street)
Auburn, WA 98092
(City, State, Zip)
Attn: Attn: Jacob Sweeting, City Engineer
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3380 146th Pl SE #310
Rachel King
Matt Maynard, Account Manager
Bellevue, WA 98007
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EXHIBIT A
Form of Custom Street Lighting Order
PROJECT NAME: Order #:
LOCATION:
CUSTOM STREET LIGHTING ORDER – SCHEDULE 53
This Custom Street Lighting Order (this “Order”), dated , is made and entered into by and between PUGET
SOUND ENERGY, INC. (“PSE”) and (“Customer”) (each a “Party,” and collectively the “Parties”) under and
pursuant to the terms of that certain Master Lighting Services Agreement No. , dated , 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 $ .
Description:
CONSTRUCTION SERVICES DESCRIPTION:
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 modi fications 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:
Units and Wattage breakdown:
The total monthly charge for this installation is as follows:
Total monthly charge: $
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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, or by a date mutually agreed upon by the Parties.
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 Customer shall be responsible for all costs of removal of any Facilities associated with the Services,
as well as any costs associated with PSE’s efforts to salvage the removed Facilities, as set forth in the applicable
Schedule. 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” and, together with the Base Term,
the “Term”) unless earlier terminated as provided for elsewhere in this Agreement. T he Term may be adjusted by
PSE in writing for existing systems purchased by PSE, based on the estimated remaining life and purchase price. 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.
Are non-standard components included in this Order? Yes ☐ No ☐
3. The monthly billing party for the energy and maintenance will be:
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:
Signature: ____________________________________ Date: ___________________
Printed Name: ________________________________
Title: ______________________________
Company: Puget Sound Energy, Inc.
Signature: ____________________________________ Date: ___________________
Printed Name: ________________________________
Title: ______________________________
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