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5092
PUGET SOUND ENERGY, INC_
4th Street Alley Underground Conversion
Econ Devel
LEG 12-1
11/2/2011
1/31/2012
1/31/2012
1/31/2014
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' PUGET SOUND ENERGY
The Energy To Do Great Things
Exhibit "A" Project Plan
Schedule 74 Underground Conversion
City of Bremerton — Bremerton 4th Alley O/H to U/G Conversion
PSE Project Number: 101068707
October 31 St , 2011
Pursuant to Puget Sound Energy ("PSE") Rate Schedule 74 and as described m tlus Pro�ect Plan,
PSE will convert its exist.�ng overhead electrical distnbution system of 15,000 volts or less to an
equivalent Underground Distnbution System. This Pro�ect Plan descnbes work to be performed
by PSE and the City of Bremerton (the "Crty") for the conversion of certaui PSE electncal
distnbution system facilities as descnbed herem (the "Conversion Project"). Construction of tlus
Conversion Project is contingent upon and shall not commence pnor to both written acceptance
of tlus Project Plan and written execution of a Schedule 74 Construction Agreement by the City
and PSE
Tlus Pro�ect Plan includes and consists of
• Detailed descnption of the Construction Work to be performed
• Construction Drawings, Standazds, Specificat�ons and Reqwrements for the Construction
Work (attached)
� Operating Rights to be obtamed for the Conversion Pro�ect (attached)
• Construct�on Work Schedule
• Construction Costs Estunate Summary (attached)
Revisions to this Pro�ect Plan must be mutuall�pproved b�tv and PSE
Scone of Work
This Conversion Pro�ect will replace PSE's existing overhead electncal distnbuhon system wrth
an Underground Distnbuhon System witlun the followuig area (the "Conversion Area") The
alley south of 4` St between Park Avenue East and Pacific Avenue The Conversion Pro�ect is
approxunately 700 feet m length, including laterals and road crossmgs This Pro�ect Plan and
pncmg is based on the duct and vault being installed in one mobilization, the mstallation and
energization of the underground system completed in two mobilizations and the removal of the
existing overhead system bemg completed m one mobilization.
If more that two mobilizations aze required to complete energization of the new underground
system the cost will addressed as a change order
The'Conversion Pro�ect includes modification or replacement of all existing services lines wittun
the Conversion Area to connect to the Underground Distribution System and removal of PSE's
C�ty of Bremerton
4'" St Alley Underground Convers�on p� �
existing overhead electnc distnbution facilities (includmg PSE distnbution poles and pole
mounted street lights) from the Conversion Area
There are no Company Initiated Upgrades, Government Entrty Requested Upgrades or
Temporary Service elements mcluded m the Conversion Pro�ect Scope of Work
PSE imt�ated upgrades mcluded in tlus pro�ect consist of None.
Crty requested upgrades mcluded in tlus proJect consist of•
The installation of TUT's (Total Underground Transformers) within public Right of Wav.
Temporary Service included in tlus pro�ect consists of None
The following portions of PSE's existmg facilities to be converted are located outside of Public
Thoroughfaze• None.
In con�unction wrth this Conversion Pro�ect, PSE will remove its existmg street lightmg system
from the Conversion Area Provision of a replacement street lighting system vv�thin the
Conversion Area is not included in this Pro�ect Plan. Replacement street lighting service can be
provided by separate arrangement in accordance wrth applicable PSE Tanff Schedules.
Resnonsibilities of Parties
Citv Itesponsibilities
a) Provide wntten notice to customers vv�thm the Conversion Area in advance of Conversion
Pro�ect Construction Work start The notice will include contact information for both the
City and PSE, the expected Conversion Project schedule, anticipation of service interruptions
and work required to be performed by customers
b) Coordinate other utilrty conversion, removal and relocation from PSE's poles
c) Provide all surveying for equipment placement, locations, and establish a11 grade elevations
for the Underground Distnbution System witlun the Conversion Area.
d) Provide a11 necessary excavation, bedduig, backfill, off-srte disposal, site restoration and
coordinahon for installation of the Underground Distnbut�on System. This includes
trenclung, backfill, and restoration for cut-over and transfer of exishng underground system
and service lines from the exishng overhead distnbution system to the new Underground
Distnbution System
e) Coordinate pnvate property trenching, excavation and restoration activity with pnvate
property owners affected by this Conversion Pro�ect.
� Provide flaggmg and traffic control as required for all work performed by the City
g) Install and proof all ducts and vaults for the Underground Distnbution System (excluding
work m ducts or vaults contaimng energized cables or equipment — see PSE Responsibilities)
in accordance with PSE standards and specifications using ducts and vaults provided by PSE
"Proofing" as used herein is defined as venfication usmg a mandrel that the duct and vault
system is free and clear of damage, installed to the proper grade and at the proper location
and contams a pulling line
C�ty of Bremerton
4'" St Alley Underground Convers�on Page 2
h) Provide PSE at least ten (10) busmess days notice pnor to the start of trenching actrvrty to
allow for delivery of PSE matenals to the �ob site and schedulmg of PSE's on-srte Inspector
Provide at least five (5) business days notice for scheduled delivery of vaults from the
manufacturer
i) Provide secure stagmg and storage area(s) for duct and vault matenals provided by PSE The
Crty shall be responsible for the secunty and condition of these matenals until they are
installed and accepted by PSE or returned to PSE's custody
�) Provide labor and equipment for the off-loading of PSE duct matenals delivered to the �ob
srte
k) Promptly followmg notice from PSE that the Underground Distribution System has been
energized, provide notice to customers withm the Conversion Area mformmg them of their
obligation and responsibilrty to convert their overhead service lmes to underground service
lines as provided by state law or to modify existing underground service lmes for connection
to the Underground Distribution System. Affected service hnes are listed in the Service
Lmes sechon of tlus Pro�ect Plan
1) Facilitate weekly (or as otherwise ageed by the City and PSE) construction coordmation
meetmgs to include all relevant parties participahng in the conversion mcludmg PSE and it's
contractor(s), the City and rt's contractor(s), and other utilrties
m) Provide any necessary operatmg nghts for the installahon of PSE's facilities m accordance
wrth PSE's Schedule 74 Section 3 and as mutually agreed by the PSE and the Crty
Operating nghts are further addressed in the Operatang Rights sechon of tlus Project Plan
n) Modify, reroute or replace service lines to Crty owned facilrties to connect to the
Underground Distnbution System
o) Following notification from PSE that Construction Work is complete, provide to PSE any
Shared Government Costs as provided for m the Construction Agreement.
Puget Sound Energv Responsibilities
a) Provide all duct and vault matenals, cables, electncal eqwpment and components necessary
for installation of the Underground Distnbution System
b) Following notice from the Crty, delrver or cause to be delivered all duct and vault matenals
to the designated staging/storage area(s) Acknowledge delivered quantihes and condrtion of
duct and vault materials by signing sluppmg manifests
c) Following notice from the City, provide inspection services needed for overseemg the proper
mstallation of ducts and vaults by the Crty
d) Accept delivery of the completed duct and vault system once the new system has been
proofed (as descnbed above) by the City PSE will provide a mandrel to the City to be used
in proofing of the duct and vault system
e) Provide PSE electncal workers to complete duct mstallation and proofing when such work is
performed at or m any energized vault containing energized cables or equipment.
City of Bremerton
4'" St Alley Underground Conversion Page 3
� Install (except for ducts and vaults installed by the Crty) and energize the Underground
Distnbuhon System Provide written notice to the City when the Underground Distnbution
System is energized
g) Perform cut-over and transfer of existing Underground Distnbution System and existing
underground service lmes from the overhead distribution system to the new Underground
Distnbution System where applicable (see Crty Responsibility rtem "d" concernmg trenching
responsibiliTy). PSE will notify the Crty for excavation and the affected customers at least
two (2) business days pnor to mstallation, transfer, and connection of underground service
lmes Affected service lmes are listed in the Service Lines section of tlus Pro�ect Plan
h) Install and connect replacement underground service lmes to smgle family residences and
connect modified and replacement non-residential underground service lmes provided by
customers witlun the Conversion Area pursuant to PSE Tanff Schedule 85 Affected service
lines are listed m the Service Lmes section of this Pro�ect Plan
i) Remove the exishng overhead electnc distnbuhon system mcluding, conductors, equipment,
down guys, anchors and poles after a11 service lmes to customers v�nthm the Conversion Area
aze connected to the Underground Distnbution System and all other utilrties have been
removed from PSE's poles Holes left following removal of poles will be filled wrth crushed
rock and compacted m accordance vv�th applicable Crty standards or specifications
j) Provide flaggmg and traffic control as required for all work performed by PSE (except as
may otherwise be reasonably provided by the Crty during installation of ducts and vaults in
con�unchon vv�th CiTy performed trenclung, excavation, back-fill and restoration)
k) Attend weekly (or as otherwise agreed by the City and PSE) construction coorduiation
meetmgs facilitated by the Crty and rts contractor dunng penods of Conversion Pro�ect
construction
Oneratin� Ri�hts
The Underground Distnbution System will be located wrtlun Public Thoroughfare except as
descnbed in the Operating Rights Attachment. T'he Construction Work will not be released by
PSE for construction until i) all operating nghts necessary for the installation of PSE's facilrties
have been obtamed and have been verified by PSE, or ii) the Crty otherwise signs an agreement
releasing PSE from any and a11 financial obligations associated v�nth the location or relocation of
PSE facilities resulting from commencement of construction pnor to acquisrtion of all identified
necessary operating nghts
Constpuction Work Schedule
The work will be performed m accordance vv�th the followmg Work Schedule, unless this
schedule is revised by mutual agreement of the Crty and PSE or circumstances beyond the
reasonable control of the City andlor PSE preclude such performance
Installation of ducts and vaults: Fall of 2011, estimated durahon is 18 days for the entue
pro�ect
City of Bremerton
4'" St Aliey Undergound Convers�on Page 4
Installation and energization of the Underground Distribution Svstem: Winter of 2011,
esrimated duration of the west phase is 3 days and the east phase is 4 days
Removal of overhead facilities: Wmter of 2011, estimated durahon is 6 days
Installation and removal of Temnorarv Service: No temporary services planned for tlus
project
Work Schedule Restrictions None.
Constructio� Cost Estimate
The estimated costs to perform the Construction Work and the allocation of costs between the
parties are presented m the attached Construction Costs Estimate Summary These eshmated
costs are valid for ninety (90) days from the date shown on the attached Construction Costs
Estimate Summary If this Pro�ect Plan and a Schedule 74 Construction Agreement are not fully
executed wrtlum m�ety (90) days from tlus date, the estunated costs sha11 be sub�ect to revision
Estimated Inspection and Service Provider Outside Services costs are based on 2011 contract
rates Costs for work performed by PSE after January 31, 2012 shall be sub�ect to revision to
reflect contract rates wluch become effective after this date Further, in the event performance of
the Construction Work does not proceed substanhally as provided in tlus Pro�ect Plan, PSE's
estunated construction costs shall be sub�ect to revision
Changes in Construction Work scope, performance andJor schedule can result in actual
Construction Costs wluch sigruficantly differ from eshmated costs shown m the Construction
Cost Estimate Summary. Such changes sha11 promptly be brought to the attention of PSE and
the City when anticipated or known to occur and sha11 be documented m a Change Order
mutually agreed by the City and PSE
Proiect Assumptions
The pro�ect design, construction plans and cost estimates are based on and reflect the follovv�ng
assumptions Construction condrtions that are not consistent with these assumptions may result
in a request for change or an equitable adjustment to pro�ect compensation under Section 6 of the
Construction Agreement
Cost AssumAtions
1. The Construchon Work will be performed m accordance v►nth the Construction Drawmgs and
Construction Work Schedule
2 PSE's Pro�ect Manager will accept or re�ect (with wntten justificat�on) the duct and vault
installation work performed by the City within five (5) busmess days notice of completion
from the Crty In the event PSE re�ects any of the ducts or vaults (wit� reasonable wntten
�ustification), the City will perform the necessary remedial work T'he City will then re-
notify PSE and PSE shall have five (5) busmess days to accept or re�ect the remedial work
City of Bremerton
4�' St Altey Underground Conversion Page 5
3 All PSE cables can be pulled through the ducts and vaults system, including existing ducts
and vaults if applicable, to be used for the Conversion Pro�ect utilizsng normal cable pullmg
equipment and methods
4 A Crty Street Use permrt is the only permrt necessary for PSE to perform rts work for this
Conversion Pro�ect and will be issued wrthin two (2) weeks of PSE submittmg a complete
permrt application (mcludmg any supporting documentation reasonably required by the
City) There will be no charge for the permrt or mspection fees
5 The eshmated daily productivrty rate for PSE duct and vault mstallation is based on the Crty's
contractor openmg a irunimum of 40 feet of trench per working day. The daily productivrty
rate is used to estunate the number of days a PSE Inspector will be reqiured dunng installation
of ducts & vaults The Inspector will be scheduled m full day mcrements and m one
contmuous effort Changes to a contmuous schedule require a mmimum of five days advance
notice and must be mutually agreed between the Crty and PSE
6 Traffic control provided by PSE assumes the use of two flaggers, basic signage and simple
channelization wlule worlcing arterial Right of Ways Flaggmg has not been mcluded wlule
working m the alley. If this becomes necessary, the addrtional cost vv�ll be covered by
Change Order
7 Work to be performed by PSE does not include mstallation andJor removal of Temporary
Service facilrties at the request of others dwmg construction.
8 All cut-over and transfer work v�nll be completed during regular working hours
9 New guy anchors shall be installed pnor to mstallation of new ducts in the same area
10. When Fluidized Thermal Backfill (FTB) is used, associated cost vv�ll be allocated 100% to
PSE when required for a Company Irutiated Upgrade and otherwise 100% to the Crty
11 Installation of protective bollards may be necessary at some locations and may not be
included in the pro�ect design In the event unplanned bollards are requued, associated costs
will be a Shared Cost
Schedule
There will be a total of three (3) PSE crew mobilizahons as follows: one mobilization of an
underground line crew for mstallation of underground conductors and equipment on the east
end of the pro�ect and a second mobilization for mstallahon of underground conductors and
equipment on the west end of the project The tlurd mobilization of an overhead line crew
will be for removal of the exishng overhead facilrties on the ent�re pro�ect Once mobilized
PSE crews will have continuous productive work until a11 PSE Construction Work is
complete If all of the planned work within any given mobilization can not be completed in a
contmuous effort, and rescheduling of the crew is required, addrtional costs will be covered
by change order
2 All PSE Construction Work vv�ll be performed dunng regular workmg hours from 8•00 am to
5 00 excluding holidays In the event that lane closures are necessary for performance of
work, PSE shall be limrted to workmg between the hours of 8•00 am to 5.00. PSE and the
City vv�ll mutually agree to weekly work schedules for the Construction Work PSE shall be
allowed to perform PSE work as scheduled without changes or mterruptions caused by other
construction activrties
City of Bremerton
4'" St Alley Underground Conversion Page 6
Work reqiuruig sc�eduled mterruption of electnc service (cut-overs and transfers) will be
performed dunng the working hours specified m Schedule Assumption #2 above, and will be
scheduled wrth at least two (2) busmess days notice PSE will notify customers of scheduled
service mterruptions
Additional Considerations
Service Lines
Service lmes witlun the Conversion Area must be modified or replaced to provide underground
service from the Underground Distnbution System as described m and listed in the Construction
Drawm�s Performance of the work and associated costs shall be governed by PSE Tanff
Schedule 85 and will be schedule with Potelco service crews
Cut-overs and Transfers
PSE customers within the Conversion Area will expenence interrupt�on of electnc service during
performance of the Construction Work when transfemng system and customer loads from the
overhead distnbution system to the Underground Distnbution System PSE v�nll notify customers
at least two (2) business days in advance of expected service interruptions Customers may
request that cut-over and transfer work affectmg theu service be performed outside the regular
worlcing hours listed above subject to the customer's wntten agreement to reimburse PSE for the
addihonal cost (at overtime rates) to perform such work outside the regular workuig hours
New Service
Connection of new or increased load for City facilrties (such as new traffic signals) under terms
of PSE Tariff Schedule 85 will be addressed on a separate work order and work sketch
Additional costs may apply and will be quoted separately
PSE Design & Construction Standards
This Conversion Pro�ect has been designed and vv�ll be constructed in accordance wrth PSE
design and construchon standazds in effect as of the date of this Project Plan PSE standazds
applicable to Construction Work to be performed by the Crty have been provided to the Crty m
PSE's "Electric Distribution TrenchlDuct/Vault Construchon Standards, 2009" All relevant
PSE standard descnbed above are attached to tlus Pro�ect Plan by this reference
Temporarv Suauort (Holdin�) of PSE Poles
Whenever any pole(s) are required to be temporarily supported (held) due to excavation m
proximiTy to such poles, the City will coordinate with PSE to provide such support The need to
temporarily support such poles sha11 be determined by PSE, and if required, such support shall be
provided by PSE As used herein, "temporary support" means supporting one or more poles for
a continuous worlcing period of ten hours or less
City of Bremerton
4'� St Alley Underground Conversion Page 7
Acceptance of Proiect Plan
The City and PSE mutually agree to and accept this Pro�ect Plan as of the date mdicated below
For the Crty of Bremerton.
By �
its 0 �
Date �l� � � �� �
For PSE
g Z�
Its /�/' C-�1
Date ��'�—��
City of Bremerton
4'" St Alley Undergound Conversion
Page 8
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NOT TO SCALE NOT TO SCALE MID # 7663900
PUG�I' BREMERTON 4TH ALL�If -OH TO UG CONV ElectOrder
SOUND 4TH AVE FM PARK TO PACIFIC AVE, �itEMERTON WA, 98337 101068707
ENERGY SCALE PAGI
DESIGNED BY � POTELCO INC 1" = 20' 1
THE INTENT OF THE PROPOSED EASEMENT IS TO GRANT PSE WITH
ADEQUATE OPERATING RIC'iHTS TO INSTALL AND MAINTAIN ITS
FACILITIES
THE PROPOSED IS BASED ON A 15 FEET WIDE EASEMENT TO INS7ALL
AND MAINTAIN THE UNDERGROUND CONDUIT AND PRIMARY CABLES
PSE ALSO REQUIRES A 10 FOOT SQUARE EASEMENT AROUND THREE
PHASE PAD MOUNT TRANSFORMERS THIS REQUIREMENT IS FOR
WORKING SPACE AS WELL AS ACCESS TO THE TRANSFORMER AND THE
TRANSFORMER ITSELF PLEASE REFER TO THE DETAILS SHOWN ON
THIS PAGE FOR CLARIFICATION
NOTE
install bollards per this detad if transformers
cannot be placed a mmimum of 5' from dnvable surFaces
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7 he Energy To Do Greaf Things
Date 11/2/2011
Pro�ect 7itle Bremerton Convers�on 4th, Park to Burwell
Pro�ect Descr�ption Convert the existing OH distribution system to UG �n the alley between Burwell and 4th from Park to Pacif�c
Rate Schedule 74
Pro�ect Manac�er / Phone # Dennis Booth 253-606-4T87
Pro�ect Enc�ineer ! Phone # V�nce Rabon 253-395-7131
IVlumcipal Liaison Ntgr / Phone # Tom Brobst 360-475-7020
Pro�ect # 1Q1068707
Revis�on # 0
Revision Date
Construction Costs Est�mate Summarv ��
Company
Labor
Matenals
Equipment
Inspection
Service Provider Outside Services
Operating Rights
Entity
Prroate
Shared Costs' Conversu
Est�mate Estimati
$ - $
$ 55,300 $
$ - $
$ 17,900 $
$ 82,800 $
$ - $
$ 29,200 $
$ - $
Q _ �
Construction Costs Totals"� $ 185,200 �$
:cted allocation of Est�mated Construction Costs at
pany $ 111,100
:rnment Entdy $ 74.100
Prior Total 100% GE
Gov Req Temporary ConvlReloc Reimbursable
U rade Services Withm 5 Years Costs
Estimate Estimate Estimate Est�mate
- $ - $
- $ 49,400 $
- $ - $
- $ - $
- $ - $
- $ - $
_ � o dnn e
I I
- $ - $
- $ 58,800 $
m of Construction Work
- $ - $
- $ - $
- $ - $
- $ - $
- $ - $
- $ - $
- $ - $
- $ - $
- $ - $
- $ - $
No es
' Estimate prepared m acco�dance with Sections 6& 71 of Schedule 74 Design Agreement and Section 7 of Schedule 74 Construcdon Agreement
2 All amounts shown in th�s estimate are rounded up to the next $100
3 Shared Costs are allocated 40% to the Government Entity and 60% to the Company if the Conversion Pro�ect is completed
• " Total Costs excludes Government Entity costs of Venching, restoration, and surveying
5 This estimate presentation may not include eligible esUmated Government Entity costs and may be incomplete
0
Construction Estimate
100% PSE Construction
Costs Costs Totalsa s
Estimate Est�mate
- $ - $
49,400 $ - $
- $ - $
- $ - $
- $ - $
- $ - $
9,400 $ - $
- $ - $
- $ - $
58,800 $ - $
104,700
17,900
82,800
244,000
$ - I $ 111,100
$ 132.900
Pnnted 11/2/201� � 29 PM
SCHEDULE 74 UNDERGROUND CONVERSION
Project Construction Agreement
Pro�ect Name City of Bremerton 4�' Street Alley Underground Conversion
Pro�ect Number Order # 101068707
THIS Agreement, dated as of this 2nd day of November, 2011, is made by and between City of
Bremerton, (the "Government Entity"), and PUGET SOUND ENERGY, Inc , a Washington Corporation
(the "Company")
RECITALS
A The Company is a public service company engaged in the sale and distnbution of electric
energy, and pursuant to its franchise or other nghts from the Government Entity, currently locates its
electric distribution facdities within the �unsdictional boundanes of the Govemment Entity
B The Government Entity has determmed that it is necessary to replace the existmg overhead
electric distnbution system withm the area specified in the Pro�ect Plan (as defined below) (the
"Conversion Area") with a comparable underground electric distnbution system, all as more specifically
descnbed in the Pro�ect Plan (the "Conversion Pro�ecY')
C The Govem enuF�� and the Company have previously entered mto a Pro�ect Design
Agreement dated as of �aa 3, 2011 (the "Des�gn AgreemenY'), pursuant to which the parties
completed certain engmeering design, cost assessment, operatmg rights plannmg and other preliminary
work relatmg to the Conversion Pro�ect and, in connection with that effort, developed the Pro�ect Plan
D The Government Entity and the Company w�sh to execute this written contract in accordance
with Schedule 74 of the Company's Electr�c Tariff G("Schedule 74") to govern the completion of the
Conversion Pro�ect, which both parties mtend shall qualify as an underground conversion under the terms
af Schedule 74
AGREEMENT
The Govemment Entity and the Company therefore agree as follows
1 Defirntions
(a) Unless specifically defined otherwise herem, all terms defined in Schedule 74 shall have the same
meanmgs when used in this Agreement, mcluding, without limitation, the following
i) Cost of Conversion,
u) Public Thoroughfare,
m) Temporary Service,
iv� �renchmg and Restoration,
v) Underground Distnbution System, and
vi) Underground Service Lines
(b) "Company-Initiated Upgrade" shall mean any feature of the Underground Distribution System
wh�ch rs required by the Company and is not reasonably requ�red to make the Underground
Distnbution System comparable to the overhead distnbution system bemg r�placed �or
purposes of the foregoing, a"comparable" system shail include, unless the Parties otherw�
agree, the number of empty ducts (not to exceed two (2), typically having a diameter nffi"� �ess)
ConstructiDn Agreement, Attachment "B" to Schedule 74, Page 1
4' St Alley 101068707
of such diameter and number as may be speafied and agreed upon in the Pro�ect Plan necessary
to replicate the load-carrying capacity (system amperage class) of the overhead system being
replaced
(c) "Estimated Reimbursable Private Conversion Costs" shall mean the Company's good faith
estimate of the Reimbursable Private Conversion Costs, as specified in the Pro�ect Plan and as
changed and adJusted from time to time in accordance with Section 6, below
(d) "Estimated Reimbursable Temporary Service Costs" shall mean the Company's good faith
estimate of the Reimbursable Temporary Service Costs, as specified in the Pro�ect Plan and as
changed and ad�usted from time to time m accordance with Section 6, below
(e) "Estimated Reimbursable Upgrade Costs" shall mean the Company's good faith estimate of the
Reimbursable Upgrade Costs, as specified in the Pro�ect Plan and as changed and ad�usted from
time to time m accordance with Section 6, below
(� "Estimated Shared Company Costs" shall mean the Company's good faith estimate of the Shared
Company Costs, as specified in the Pro�ect Plan and as changed and adJusted from time to time
in accordance with Section 6, below
(g) "Estimated Shared Government Costs" shall mean the Government Entity's good faith estimate of
the Shared Government Costs, as specified m the Pro�ect Plan and as changed and ad�usted
from time to time in accordance with Section 6, below
(h) "Govemment-Requested Upgrade" shall mean any feature of the Underground Distnbution
System which is requested by the Government Entity and is not reasonably required to make the
Underground Distribution System comparable to the overhead distribution system being replaced
For purposes of the foregoing, any empty ducts installed at the request of the Government Entity
shall be a Government-Requested Upgrade
(i) "Party" shall mean the Company, the Government Entity, or both
�) "Private Property Conversion" shall mean that portion, if any, of the Conversion Pro�ect for which
the existing overhead electric distribution system is located, as of the date determined in
accordance with Schedule 74, (i) outside of the Public Thoroughfare, or (u) pursuant to nghts not
derived from a franchise previously granted by the Government Entity or pursuant to nghts not
otherwise previously granted by the Government Entity
(k) "Pro�ect Plan shall mean the pro�ect plan developed by the Parties under the Design Agreement
and attached hereto as Exhibit A, as the same may be changed and amended from time to time in
accordance with Section 6, below The Pro�ect Plan includes, among other thmgs, (i) a detaded
description of the Work that is required to be performed by each Party and any third party, (n) the
applicable requirements and speafications for the Work, (ni) a descnption of the Operatmg Rights
that are required to be obtained by each Party for the Conversion Pro�ect (and the requirements
and specifications with respect thereto), (iv) an itemization and summary of the Estimated Shared
Company Costs, Estimated Shared Government Costs, Estimated Reimbursable Private
Conversion Costs (if any), Estimated Reimbursable Temporary Service Costs (if any) and
Estimated Reimbursable Upgrade Costs (if any), and (v) the Work Schedule
(I) "Operating Rights" shall mean sufficient space and legal rights for the construction, operation,
repair, and maintenance of the Underground Distribution System
(m) "Reimbursable Private Conversion Costs° shall mean (i) all Costs of Conversion, if any, incurred
by the Company which are attnbutable to a Pnvate Property Conversion, less (u) the distnbution
pole replacement costs (if any) that would be avoided by the Company on account of such Pnvate
Property Conversion, as determined consistent with the appiicable Company distribution facilities
Construction Agreement, Attachment "B" to Schedule 74, Page 2
4 St Alley 101068707
replacement program, plus (ui) �ust compensation as provided by law for the Company's interests
in real property on which such existing overhead distribution system was located prior to
conversion, provided that the portion of the Reimbursable Private Conversion Costs attnbutable to
the Costs of Conversion under subparagraph (i) of this paragraph shall not exceed the Estimated
Reimbursable Private Conversion Costs without the prior wntten authorization of the Government
Entity
(n) "Reimbursable Temporary Service Costs" shall mean all costs incurred by the Company which
are attnbutable to (i) any facdities mstalled as part of the Conversion Pro�ect to provide Temporary
Service, as provided for in Schedule 74, and (ii) the removal of any facdities installed to provide
Temporary Service (less salvage value of removed equipment), provided that the Reimbursable
Temporary Service Costs shall not exceed the Estimated Reimbursable Temporary Service Costs
without the prior wntten authonzation of the Government Entity
(o) "Reimbursable Upgrade Costs" shall mean all Costs of Conversion mcurred by the Company
which are attributable to any Government-Requested Upgrade, provided that the Reimbursable
Upgrade Costs shall not exceed the Estimated Reimbursable Upgrade Costs without the prior
written authonzation of the Government Entity
(p) "Shared Company Costs" shall mean all Costs of Conversion (other than Reimbursable Upgrade
Costs, Reimbursable Private Conversion Costs and Reimbursable Temporary Service Costs)
mcurred by the Company m connection with the Conversion Pro�ect, provided, however, that the
Shared Company Costs shail not exceed the Estimated Shared Company Costs without the pnor
written authorization of the Govemment Entity For the avoidance of doubt, the "Shared Company
Costs" shall, as and to the extent specified in the Design Agreement, mclude the actual,
reasonable costs to the Company for the "Design Work" performed by the Company under the
Design Agreement
(q) "Shared Govemment Costs" shall mean all Costs of Conversion incurred by the Government
Entiry in connection with (i) any duct and vault installation Work which the Parties have specified
m the Pro�ect Plan is to be performed by the Government Entity as part of the Govemment Work,
and (n) the acquisition of any Operating Rights which the Parties have, by mutual agreement,
specified m the Pro�ect Plan are to be obtained by the Government Entity for the Conversion
Pro�ect, but only to the extent attnbutable to that portion of such Operatmg Rights which is
necessary to accommodate the facdities of the Company, provided, however, that the Shared
Govemment Costs shall not exceed the Estimated Shared Government Costs without the prior
written authonzation of the Company
(r) "Total Shared Costs" shall mean the sum of the Shared Company Costs and the Shared
Government Costs For the avoidance of doubt, the Total Shared Costs shall not include, without
limitation, (i) costs to the Government Entity for Trenching and Restoration, or (u) costs associated
with any �omt use of trenches by other utdities as permitted under Section 3(b)
(s) "Work" shall mean all work to be pertormed m connection with the Conversion Pro�ect, as more
specifically described in the Pro�ect Plan, mcludmg, without limitation, the Company Work (as
defined in Section 2(a), below) and the Government Work (as defined in Sect►on 3(a), below)
(t) "Work Schedule" shall mean the schedule specified m the Pro�ect Plan which sets forth the
milestones for completing the Work, as the same may be changed and amended from time to
time in accordance with Section 6, below
2 Obliaations of the Companv
(a) Sub�ect to the terms and conditions of this Agreement, the Company shall do the followmg as
specified in, and in accordance with the design and construction specifications and other
requirements set forth in, the Pro�ect Plan (the "Company Work")
Construction Agreement, Attachment "B" to Schedule 74, Page 3
4� St Alley 101068707
i) furrnsh and install an Underground Distnbution System within the Conversion Area
(excluding any duct and vault installation or other Work which the Parties have
specified m the Pro�ect Plan is to be performed by the Government Entity),
n) provide a Company inspector on-site at the times specified in the Work Schedule to
inspect the performance of any duct and vault installation Work which the Parties
have specified m the Pro�ect Plan is to be performed by the Government Entity, and
ni) upon connection of those persons or entities to be served by the Underground
Distnbution System and removal of facdities of any other utdities that are connected to
the poles of the overhead system, remove the existmg overhead system (includmg
associated wires and Company-owned poles) of 15,000 volts or less withm the
Conversion Area except for Temporary Services
(b) Upon request of the Government Entiry, the Company shall provide periodic reports of the
progress of the Company Work identifying (i) the Company Work completed to date, (u) the
Company Work yet to be completed, and (ui) an estimate regarding whether the Conversion
Pro�ect is on target with respect to the Estimated Shared Company Costs, the Estimated
Reimbursable Private Conversion Costs (if any), the Estimated Reimbursable Temporary Service
Costs (if any), the Estimated Reimbursable Upgrade Costs (if any) and the Work Schedule
(c) Except as otherwise provided m the Company's Electric Tariff G, the Company shall own, operate
and maintam all electncal facdities installed pursuant to this Agreement including, but not limited
to, the Underground Distnbution System and Underground Service Lmes
(d) Sub�ect to the terms and conditions of this Agreement, the Company shall perform all Company
Work m accordance with the Pro�ect Plan, the Work Schedule and this Agreement
3 ObliQations of the Government Entitv
(a) Sub�ect to the terms and conditions of this Agreement, the Government Ent�ty shall do the
following as specified m, and m accordance w�th the design and construction specifications and
other requirements set forth m, the Pro�ect Plan (the "Government Work")
i) provide the Trenching and Restoration,
u) perform the surveymg for alignment and grades for ducts and vauits, and
ni) perform any duct and vault installation and other Work which the Parties have
specified in the Pro�ect Plan is to be performed by tMe Govemment Entity
(b) Other utdities may be permitted by the Government Entity to use the trenches provided by the
Government Entity for the installation of their facdities so long as such facdities or the mstallation
thereof do not interfere (as determmed pursuant to the Company's electrical standards) with the
Underground Distnbution System or the mstallation or maintenance thereof Any such use of the
trenches by other utdities shall be done sub�ect to and m accordance with the �oint trench design
specifications and installation drawings set forth or otherwise identified m the Pro�ect Plan, and the
Government Entity shall be responsible for the coordination of the design and installation of the
facilities of the other utilities to ensure compliance with such specifications and drawings
(c) Upon request of the Company, the Government Entity shali provide periodic reports of the
progress of the Government Work identifying (i) the Government Work completed to date, (ii) the
Government Work yet to be completed, and (ui) an estimate regarding whether the Convers�on
Pro�ect is on target with respect to the Estimated Shared Government Costs and the Work
Schedule
(d) The Government Entity shall be responsible for coordinating all work to be performed in
connection with the street improvement program withm the Conversion Area
Construction Agreement, Attachment "B" to Schedule 74, Page 4
4"' St Alley 101068707
(e) Sub�ect to the terms and conditions of this Agreement, the Government Entity shall perform all
Government Work in accordance with the Pro�ect Pian, the Work Schedule and this Agreement
4 Work Schedule
(a) The Government Entity and the Company have agreed upon the Work Schedule as set forth in
the Pro�ect Plan Changes to the Work Schedule shall be made only in accordance with
Section 6, below
(b) Promptly followmg the execution of this Agreement, and upon completion by the Government
Entity of any necessary prelimmary work, the Government Entity shall hold a pre-construction
meetmg involving all participants in the Conversion Pro�ect to review pro�ect design, coordmation
requirements, work sequencing and related pre-mobdization requirements Foliowing the pre-
construction meeting, the Government Entity shall give the Company written notice to proceed
with the Work at least ten (10) busmess days prior to the commencement date specified in the
Work Schedule
(c) Sub�ect to the terms and conditions of this Agreement, each Party shall perform the Work
assigned to it under this Agreement in accordance with the Work Schedule So long as the
Company pertorms the Company Work m accordance with the Work Schedule, the Company
shall not be iiable to the Govemment Entity (or its agents, servants, employees, contractors,
subcontractors, or representatives) for any claims, actions, damages, or liabdity asserted or
ansmg out of delays in the Work Schedule
5 Location of Fac�lities
All facdities of the Company installed withm the Conversion Area pursuant to this Agreement shall be
located, and all related Operating Rights shall be obtamed, in the manner set forth in the applicable
prov�sions of Schedule 74, as specified by the Parties in the Pro�ect Plan
6 ChanQes
(a) Either Party may, at any time, by written notice thereof to the other Party, request changes in the
Work withm the general scope of this Agreement (a "Request for Change"), including, but not
limited to (i) changes in, substitutions for, additions to or delet�ons of any Work, (u) changes m the
specifications, drawings and other requirements in the Pro�ect Plan, (uQ changes m the Work
Schedule, and (iv) changes m the location, alignment, dimensions or design of items included in
the Work No Request for Change shall be effective and binding upon the Partres unless s�gned
by an authorized representative of each Party
(b) If any change mcluded m an approved Request for Change would cause a change in the cost of,
or the time required for, the pertormance of any part of the Work, an equitable ad�ustment shall be
made m the Est�mated Shared Company Costs, the Estimated Shared Government Costs, the
Estimated Reimbursable Private Conversion Costs (if any), the Estimated Reimbursable
Temporary Service Costs (if any), the Estimated Reimbursable Upgrade Costs (if any) and/or the
Work Schedule to reflect such change The Parties shall negotiate m good faith with the ob�ective
of agreemg in wnting on a mutually acceptable equitable ad�ustment If the Parties are unable to
agree upon the te�ms of the equitable ad�ustment, either Party may submit the matter for
resolution pursuant to the dispute resolution provisions m Section 10, below
(c) The Work Schedule, the Estimated Shared Company Costs, the Estimated Shared Government
Costs, the Estimated Reimbursable Private Conversion Costs, the Estimated Reimbursable
Temporary Service Costs and/or the Estimated Reimbursable Upgrade Costs shall be further
equitably ad�usted from time to time to reflect any change in the costs or time required to pertorm
the Work to the extent such change is caused by (i) any Force Ma�eure Event under Section 11,
below, (n) the discovery of any condition withm the Conversion Area which affects the scope, cost,
Construction Agreement, Attachment "B" to Schedule 74, Page 5
4�' St Alley 101068707
schedule or other aspect of the Work and was not known by or disclosed to the affected Party
prior to the date of this Agreement, or (ui) any change or maccuracy m any assumptions regardmg
the scope, cost, schedule or other aspect of the Work which are expressiy identified by the Parties
in the Pro�ect Plan Upon the request of either Party, the Parties wdl negotiate in good faith with
the ob�ective of agreemg in wntmg on a mutually acceptabie equitable ad�ustment If, at any time
thereafter, the Parties are unable to agree upon the terms of the equitable ad�ustment, either
Party may submit the matter for resolution pursuant to the dispute resolution provisions m
Section 10, below
(d) Notwithstanding any dispute or delay in reaching agreement or arriving at a mutually acceptable
equitable ad�ustment, each Party shall, if requested by the other Party, proceed with the Work in
accordance with any approved Request for Change Any request to proceed hereunder must be
accompanied by a written statement setting forth the requestmg Party's reasons for re�ecting the
proposed equitable ad�ustment of the other Party
7 Compensation and Pavment
(a) Sub�ect to and in accordance with the terms and conditions of this Agreement (mcluding, without
limitation, the payment procedures set forth m this Section 7), payment in connection with the
Conversion Pro�ect and this Agreement shall be as follows
i) The Total Shared Costs shall be ailocated to the Parties m the followmg percentages
(A) sixty percent (60%) to the Company, and (B) forty percent (40%) to the
Government Entity
u) The Government Entity shall pay one hundred percent (100%) of all Reimbursable
Pnvate Conversion Costs, if any
ni) The Govemment Entity shall pay one hundred percent (100%) of aii Reimbursable
Upgrade Costs, if any
iv) The Government Entity shall pay one hundred percent (100%) of all Reimbursab�e
Temporary Sennce Costs, if any
v) The Government Entity shall pay one hundred percent (100%) of the costs it incurs to
perform that portion of the Government Work spec�fied in Section 3(a)(i) and (u) (i e,
Trenching and Restoration and surveying)
vi) The Company shall pay one hundred percent (100%) of the costs it incurs to design,
provide and construct any Company-Irntiated Upgrade
vn) The Company shall pay one hundred percent (100%) of the costs it incurs to obtam
Operating Rights outside the Public Thoroughfare
(b) Based on the allocation of responsibilities set forth m Section 7(a), above, the Parties shall
determme the net amount payable by the Government Entity or the Company, as applicabie, to
the other Party under this Agreement (the "Net Amount") The Net Amount shall be determmed
by usmg the amount of the Total Shared Costs allocated to the Government Entity under
Section 7(a)(�), and ad�usting such amount as follows
i) Subtractmg (as a credit to the Government Entity) the amount of the Shared
Government Costs
u) Adding (as a credit to the Company) the amount of all Reimbursable Pnvate
Conversion Costs, Reimbursable Upgrade Costs and Reimbursabie Temporary
Service Costs
ui) Subtracting (as a credit to the Government Entity) any payments previously made to
the Company by the Government Entity under the Design Agreement which, under
the terms of the Design Agreement, are to be credited to the Government Entity
under th�s Agreement
The Net Amount, as so calculated, (A) wdl be an amount payable to the Company if it is a positive
number, and (B) shall be an amount payable to the Government Entity if it is a negative number
Construction Agreement, Attachment "B" to Schedule 74, Page 6
4' St Alley 101068707
(c) Withm sixty (60) busmess days of completion of the Conversion Pro�ect, the Government Ent�ty
shall provide the Company with an itemization of the Shared Government Costs (the "Government
Itemization"), together with such documentation and mformation as the Company may reasonably
request to verify the Government Itemization The Government Itemization shall, at a minimum,
break down the Shared Government Costs by the following categories, as applicable (i) property
and related costs incurred and/or paid by the Government Entiry, including any costs of obtammg
Operating Rights, and (n) construction costs incurred and/or paid by the Government Entity,
includmg and listmg separately inspection, labor, materials and equipment, overhead and all costs
charged by any agent, contractor or subcontractor of the Government Entity
(d) Withm thirty (30) business days after the Company's receipt of the Government Itemization and
requested documentation and information, the Company shall provide the Government Entity a
written statement (the "Company Statement") showing (i) an itemization of the Shared Company
Costs, (n) the Parties' relative share of the Total Shared Costs based on the Company's
item¢ation of the Shared Company Costs and the Government Entity's itemization of the Shared
Government Costs set forth in the Government Item¢ation, (ui) any Reimbursable Pnvate
Conversion Costs, (iv) any Reimbursable Upgrade Costs, (v) any Reimbursable Temporary
Service Costs, (vi) any credits to the Government Entity for payments previously made to the
Company by the Government Entity under the Design Agreement which, under the terms of the
Design Agreement, are to be credited to the Government Entity under this Agreement, and
(viQ the Net Amount, as determmed m accordance with Section 7(b), above, together with such
documentation and information as the Government Entity may reasonably request to verify the
Company Statement The itemization of the Shared Company Costs mciuded in the Company
Statement shall, at a minimum, break down the Shared Company Costs by the foliow�ng
categones, as applicable (i) design and engineer�ng costs, and (n) construction costs, includmg
and listmg separately inspection, labor, materials and equipment, overhead and all costs charged
by any agent, contractor or subcontractor of the Company
(e) Withm thirty (30) busmess days after the Government Entity's receipt of the Company Statement
and requested documentation and mformation, the Net Amount shall be paid by the owing Party to
the other Party, as specified m the Company Statement
8 Indemnification
(a) The Government Entity releases and shall defend, indemrnfy and hold the Company harmless
from all claims, losses, harm, liabdities, damages, costs and expenses (includmg, but not limited
to, reasonable attorneys' fees) caused by or ansing out of any negligent act or omission or wdiful
misconduct of the Government Entity m its performance under this Agreement Dunng the
performance of such activities the Government Entity's employees or contractors shall at all times
remain employees or contractors, respectively, of the Government Entity
(b) The Company releases and shall defend, indemnify and hold the Government Entity harmless
from all claims, losses, harm, liabilities, damages, costs and expenses (including, but not limited
to, reasonable attorneys' fees) caused by or ansmg out of any negligent act or omiss�on or wdlful
misconduct of the Company in its pertormance under this Agreement During the pertormance of
such activities the Company's employees or contractors shall at all times remam employees or
contractors, respectively, of the Company
(c) Solely for purposes of enforcmg the mdemnification obligations of a Party under this Section 8,
each Party expressly waives its immunity under Title 51 of the Revised Code of Washmgton, the
Industrial Insurance Act, and agrees that the obiigation to mdemnify, defend and hold harmless
provided for m this Section 8 extends to any such claim brought against the indemnified Party by
or on behalf of any employee of the mdemnifymg Party The foregomg waiver shall not m any way
preclude the indemnifying Party from raismg such immunity as a defense agamst any claim
brought against the indemnifying Party by any of its employees
Construction Agreement, Attachment "B" to Schedule 74, Page 7
4 St Alley 101068707
9 Conversion of Service to Customers withm Conversion Area
(a) Upon commencement of the Work, the Government Entity shall notify all persons and entities
within the Conversion Area that service lines to such customers must be converted from overhead
to underground service within the applicable statutory period following written notice from the
Government Entity that service from underground facdities are avadable in accordance with RCW
35 96 050 Upon the request of any customer, other than a smgle famdy residential customer,
withm the Conversion Area, the Company shall remove the overhead system and connect such
persons' and entities' Underground Sennce Lines to the Underground Distribution System
(b) The Parties acknowledge that single famdy residences withm the Conversion Area must (i)
provide a service trench and conduit, m accordance with the Company's specifications, from the
underground meter base to the pomt of service provided durmg the conversion, and (n) pay for the
secondary service conductors as defined m Schedule 85 of the Company's Electnc Tariff G The
Government Entity shall exercise its authority to order disconnection and removal of overhead
facdities with respect to owners fadmg to convert service lines from overhead to underground
within the timelines provided in RCW 35 96 050
10 Dispute Resolution
(a) Any dispute, disagreement or claim arising out of or concerrnng this Agreement must first be
presented to and considered by the Parties A Party who wishes dispute resolution shall notify the
other Party m wntmg as to the nature of the dispute Each Party shall appomt a representative
who shall be responsible for representmg the Party's interests The representatives shall exercise
good faith efforts to resolve the dispute Any dispute that is not resolved withm ten (10) business
days of the date the disagreement was first raised by wntten notice shall be referred by the
Parties' representatives in wntmg to the sernor management of the Parties for resolution In the
event the sernor management are unable to resolve the dispute within finrenty (20) busmess days
(or such other penod as the Parties may agree upon), each Party may pursue resolution of the
dispute through other legal means consistent with the terms of this Agreement All negotiations
pursuant to these procedures for the resolution of disputes shall be confidential and shall be
treated as compromise and settlement negotiations for purposes of the state and federal rules of
evidence
(b) Any claim or dispute arismg hereunder which relates to any Request for Change or any equitable
ad�ustment under Section 6, above, or the compensation payable by or to either Party under
Section 7, abov�, and which is not resolved by senior management withm the time permitted
under Section 10(a), above, shall be resolved by arbitration m Seattle, Washington, under the
Construction Industry Arbitration Rules of the Amencan Arbitration Assoc�ation then in effect The
decision(s) of the arbitrator(s) shall be fmal, conclusive and bmding upon the Parties All other
disputes shal� be resolved by litigation in any court or governmental agency, as appticable, havmg
�urisdiction over the Parties and the dispute
(c) In connection with any arbitration under this Section 10, costs of the arbitrator(s), heanng rooms
and other common costs shall be divided equally among the Parties Each Party shall bear the
cost and expense of prepanng and presenting its own case (mcludmg, but not limited to, its own
attorneys' fees), provided, that, in any arbitration, the arbitrator(s) may require, as part of his or
her decision, reimbursement of all or a portion of the prevailing Party's costs and expenses
(includmg, but not limited to, reasonable attorneys' fees) by the other Party
(d) Unless otherwise agreed by the Parties m writmg, the Parties shall continue to perform their
respective obligations under this Agreement dunng the pendency of any dispute
Construction Agreement, Attachment "B" to Schedule 74, Page 8
4'" St Alley 101068707
11 Uncontrollable Forces
In the event that either Party is prevented or delayed in the performance of any of its obligations under
this Agreement by reason beyond �ts reasonable control (a "Force Ma�eure Event"), then that Party's
performance shall be excused durmg the Force Ma�eure Event Force Ma�eure Events shall include,
without limitation, war, civd disturbance, flood, earthquake or other Act of God, storm, earthquake or
other condition which necessitates the mobdization of the personnel of a Parry or its contractors to
restore utdity service to customers, laws, regulations, rules or orders of any governmental agency,
sabotage, strikes or simdar labor disputes involving personnel of a Parky, �ts contractors or a third
party, or any fadure or delay in the performance by the other Party, or a third party who is not an
employee, agent or contractor of the Party claimmg a Force Ma�eure Event, m connection with the
Work or this Agreement Upon removal or termination of the Force Ma�eure Event, the Party claiming
a Force Ma�eure Event shall promptly perform the affected obligations 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 caused by a Force Ma�eure Event
12 Insurance
(a) PSE shall, and shall require each of its contractors to, secure and maintam m force throughout the
duration of the Conversion Pro�ect (or, if sooner, until termination of this Agreement)
comprehensive general liabdity insurances, with a mmimum coverage of $1,000,000 00 per
occurrence and $2,000,000 00 aggregate for personal in�ury, and $1,000,000 00 per occurrence/
aggregate for property damages, and professional liabdity insurance m the amount of
$2,000,000 00
(b) The Government Entity shall ensure that each of its contractors pertorming any Govemment Work
secures and maintams m force throughout the duration of the Conversion Pro�ect (or, if sooner,
untd termmation of this Agreement) insurance policies havmg the same coverage, amounts and
limits as specified Section 12(a), above
(c) In lieu of the insurance requirements set forth m Section 12(a), above, the Company may self-
insure agamst such nsks m such amounts as are consistent with good utdity practice Upon the
Govemment Entity's request, the Company shall prowde the Government Entity with reasonable
written evidence that the Company is maintainmg such self-insurance
13 Other
(a) Aqreement Subiect To Tanff This Agreement is sub�ect to the General Rules and Provisions set
forth in Tanff Schedule 80 of the Company's electrical Tanff G and to Schedule 74 of such Tanff
as approved by the Washmgton Utdities and Transportation Commission and m effect as of the
date of this Agreement
(b) Termination The Government Entity reserves the nght to termmate the Conversion Pro�ect and
this Agreement upon written notice to the Company in the event that the Government Entiry
terminates the Conversion Pro�ect and this Agreement, the Government Entity shall reimburse the
Company for all costs reasonably mcurred by the Company in connection with the Work
performed prior to the effective date of termmation In such event, the costs reimbursable to the
Company (i) shall not be reduced by any Shared Government Costs or other costs mcurred by the
Government Entity, and (») shall be paid withm thirty (30) days after the receipt of the Company's
mvace therefor Sections 1, 5, 7, 8, 9, 10, 11 and 13 shall survive any termmation of the
Conversion Pro�ect and/or this Agreement
(c) Facdities Greater Than 15,000 Volts Nothing m this Agreement shall in any way affect the nghts
or obligations of the Company under any previous agreements pertaining to the ex�sting or future
facdities of greater than 15,000 Volts within the Conversion Area
Construction Agreement, Attachment "B" to Schedule 74, Page 9
4 St Alley 101068707
(d) Compliance With Law The Parties shall, in performing the Work under this Agreement, comply
with all applicable federal, state, and locai laws, ordinances, and regulations
(e) No Discrimmation The Company, with regard to the Work pertormed by the Company under this
Agreement, shall comply with all applicable laws relating to discrimmation on the basis race, color,
national origin, religion, creed, age, sex, or the presence of any physical or sensory handicap in
the selection and retention of employees or procurement of matenals or supplies
(� Independent Contractor The Company and the Government Entity agree that the Company is an
independent contractor with respect to the Work and this Agreement The Company is acting to
preserve and protect its facilities and is not act�ng for the Government Entity m performmg the
Work Nothing m this Agreement shall be considered to create the relationship of empioyer and
employee between the Parties Neither the Company nor any employee of the Company shall be
entitled to any benefits accorded employees of the Govemment Entity by virtue of the Work or this
Agreement The Government Entity shall not be responsible for withholdmg or otherwise
deducting federal mcome tax or social secunty or contributing to the State Industnal insurance
Program, or otherwise assuming the duties of an employer with respect to the Company, or any
employee of the Company
(g) Nonwaiver of Riphts or Remedies No fadure or delay of either Party to insist upon or enforce
strict pertormance by the other Party of any provision of this Agreement or to exercise any other
right under this Agreement, and no course of dealing or performance with respect thereto, shall,
except to the extent provided in this Agreement, be construed as a waiver or, or choice of, or
relmquishment of any right under any provision of this Agreement or any nght at law or equity not
otherwise provided for herein The express waiver by either Party of any nght or remedy under
this Agreement or at law or eqwty in a particular instance or circumstance shall not constitute a
waiver thereof in any other instance or c�rcumstance
(h) No Third Partv Beneficianes There are no third-party beneficianes of this Agreement Nothmg
contamed m this Agreement is intended to confer any right or interest on anyone other than the
Parties, their respective successors, assigns and legal representatives
(i) Govemmental Authoritv This Agreement is sub�ect to the rules, regulations, orders and other
requirements, now or hereafter m effect, of all governmental regulatory authorities and courts
having �urisdiction over this Agreement, the Parties or either of them All laws, ordinances, rules,
regulations, orders and other requirements, now or hereafter m effect, of governmental regulatory
authorities and courts that are required to be incorporated into agreements of this character are by
this reference incorporated in this Agreement
�) No Partnership This Agreement shall not be mterpreted or construed to create an association,
�oint venture or partnership between the Parties or to impose any partnership obl�gations or liability
upon either Party Further, neither Party shall have any right, power or authority to enter into any
agreement or undertakmg for or on behalf of, to act as or be an agent or representative of, or to
otherwise bind the other Party
(k) Severabditv In the event that any provision of this Agreement or the applicat�on of any such
provision shall be held invalid as to either Party or any circumstance by any court havmg
�urisdiction, such provision shall remain in force and effect to the maximum extent provided by
law, and all other provisions of this Agreement and their application shall not be affected thereby
but shall remain m force and effect unless a court or arbitrator holds they are not severable from
the invalid provisions
Construction Agreement, Attachment "B" to Schedule 74, Page 10
4' St Alley 101068707
(I) Notice Any notice under this Agreement shall be in wnting and shall be faxed (with a copy
followed by mad or hand delivery), delivered m person, or mailed, properly addressed and
stamped with the required postage, to the mtended recipient as foilows
if to the Government Entitv
If to the Companv
City of Bremerton
Mr Gary Sexton
345 6 St Swte 600
360-981-1025
Fax 360-473-5278
Puget Sound Energy, Inc
6522 Kitsap Way
Bremerton, WA 98312
Attn Thomas M Brobst
Fax 360-475-7019
Any Party may change its address specified m this Section 13(I) by giving the other Party notice of
such change in accordance w�th this Section 13(I)
(m) Applicable Law This Agreement shall in all respects be interpreted, construed and enforced in
accordance with the laws of the State of Washmgton (without reference to rules governmg conflict
of laws), except to the extent such laws may be preempted by the laws of the United States of
America
(n) Entire AQreement This Agreement constitutes the entire agreement of the Parties with respect to
the sub�ect matter hereof and all other agreements and understandings of the Parties, whether
written or oral, with respect to the sub�ect matter of this Agreement are hereby superseded in their
entireties, provided, however, that except as expressly set forth in this Agreement, nothing herem
is intended to or shall alter, amend or supersede the Design Agreement and the same shall
remain m full force and effect m accordance with its terms
(o) Successors and Assigns This Agreement shall be bmdmg upon and inure to the benefit of the
respective successors, assigns, purchasers, and transferees of the Parties, mcludmg but not
limited to, any entity to which the nghts or obligations of a Party are assigned, delegated, or
transferred in any corporate reorganization, change of organization, or purchase or transfer of
assets by or to another corporation, partnership, association, or other busmess organization or
division thereof
Government Entity
City of Bremerton
BY� C�-����
ITS � � �
Date Signed �� � d �" �
Company
PUGET SOUND ENERGY, INC
BY `
iTS /Z? �-1�'l
Date Signed ��'- �' �/
� :. . -. . . -
� j✓
_ /
Construction Agreement, Attachm�rrt "B" to Schedule 74, Page 11
4' St Alley 101068707