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HomeMy WebLinkAbout5474Contract Number: 5474 Vendor: PUGET SOUND ENERGY, INC. Subject: Washington Avenue Schedule 74 Conversion PSE Project No. 101091608 Department: Engineering File Class: GS55-05A-06 Rev. 1 Capital Assets (Real Property) Begin Date: 4/30/2015 End Date: 5/28/2015 Review Date: 7/1/2015 Vault Date: Comments: SUBJECT: Schedule 74 Conversion and Development Agreement for Washington Avenue AGENDA BILL CITY OF BREMERTON CITY COUNCIL Study Session Date: COUNCIL MEETING Date: Department: Presenter: Phone: 60AW-1- 641W 101C WA May 6, 2015 Public Works & Utilities Chal Martin (360) 473-5920 SUMMARY: On February 4, 2015 the Bremerton City Council approved the Design Agreement with Puget Sound Energy (PSE) for Schedule 74 Underground Conversion on segments of Washington Avenue. In the intervening period, PSE has completed its design, and the undergrounding work is now ready to begin. The work will be performed by the Washington Avenue Community Boulevard construction contractor, RV Associates. The requested action before Council is approval of the Schedule 74 Construction Agreement with PSE. ATTACHMENTS: 1) Schedule 74 Construction Agreement 2) Schedule 74 Costs FISCAL IMPACTS (Include Budgeted Amount): The City is partnering with Bremerton Towers Development to defray the expense of the undergrounding work. STUDY SESSION AGENDA: ❑ No Presentation ❑ Full Presentation STUDY SESSION ACTION: ❑ Consent Agenda ® General Business ❑ Public Hearing RECOMMENDED MOTION: Move to approve the Schedule 74 Construction Agreement with, Puget Sound Energy; and authorize the Mayor to finalize and execute the agreement with substantially the same terms arid -conditions as presented. COUNCIL ACTION: [9'Approve Form Updated 01/25113 ❑ Deny ❑ Table ❑ Continue ❑ No Action PUGET SOUND ENERGY The Energy To Do Great Things SCHEDULE 74 UNDERGROUND CONVERSION Project Construction Agreement Project Name: City of Bremerton Washington Ave. from 4th St. to 6th St. Underground Conversion Project Number: Order # 101091608 THIS Agreement, dated as of this 28 day of May, 2015, 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 distribution of electric energy, and pursuant to its franchise or other rights from the Government Entity, currently locates its electric distribution facilities within the jurisdictional boundaries of the Government Entity. B. The Government Entity has determined that it is necessary to replace the existing overhead electric distribution system within the area specified in the Project Plan (as defined below) (the "Conversion Area") with a comparable underground electric distribution system, all as more specifically described in the Project Plan (the "Conversion Project'). C. The Government Entity and the Company have previously entered into a Project Design Agreement dated as of February 27, 2015 (the "Design Agreement'), pursuant to which the parties completed certain engineering design, cost assessment, operating rights planning and other preliminary work relating to the Conversion Project and, in connection with that effort, developed the Project Plan that was executed May 7, 2015. D. The Government Entity and the Company wish to execute this written contract in accordance with Schedule 74 of the Company's Electric Tariff G ("Schedule 74") to govern the completion of the Conversion Project, which both parties intend shall qualify as an underground conversion under the terms of Schedule 74. AGREEMENT The Government Entity and the Company therefore agree as follows: 1. Definitions. (a) Unless specifically defined otherwise herein, all terms defined in Schedule 74 shall have the same meanings when used in this Agreement, including, without limitation, the following: i) Cost of Conversion; ii) Public Thoroughfare; iii) Temporary Service; iv) Trenching and Restoration; Construction Agreement, Attachment "B" to Schedule 74, City of Bremerton Washington Ave. from 4th St. to 6th St. Underground Conversion PSE Order #101091608 Page 1 V) Underground Distribution System; and Vi) Underground Service Lines. (b) "Company -Initiated Upgrade" shall mean any feature of the Underground Distribution System which is required by the Company and is not reasonably required to make the Underground Distribution System comparable to the overhead distribution system being replaced. For purposes of the foregoing, a "comparable" system shall include, unless the Parties otherwise agree, the number of empty ducts (not to exceed two (2), typically having a diameter of 6" or less) of such diameter and number as may be specified and agreed upon in the Project 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 Project 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 Project Plan and as changed and adjusted from time to time in 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 Project Plan and as changed and adjusted from time to time in accordance with Section 6, below. (f) "Estimated Shared Company Costs" shall mean the Company's good faith estimate of the Shared Company Costs, as specified in the Project 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 in the Project Plan and as changed and adjusted from time to time in accordance with Section 6, below. (h) "Government -Requested Upgrade" shall mean any feature of the Underground Distribution 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. (j) "Private Property Conversion" shall mean that portion, if any, of the Conversion Project 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 (ii) pursuant to rights not derived from a franchise previously granted by the Government Entity or pursuant to rights not otherwise previously granted by the Government Entity. (k) "Project Plan" shall mean the project 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 Project Plan includes, among other things, (i) a detailed description of the Work that is required to be performed by each Party and any third party, (ii) the applicable requirements and specifications for the Work, (iii) a description of the Operating Rights that are required to be obtained by each Party for the Conversion Project (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 Construction Agreement, Attachment "B" to Schedule 74, City of Bremerton Washington Ave. from 41h St. to 61h St. Underground Conversion PSE Order #101091608 Page 2 Conversion Costs (if any), Estimated Reimbursable Temporary Service Costs (if any) and Estimated Reimbursable Upgrade Costs (if any), and (v) the Work Schedule. (1) "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 attributable to a Private Property Conversion, less (ii) the distribution pole replacement costs (if any) that would be avoided by the Company on account of such Private Property Conversion, as determined consistent with the applicable Company distribution facilities replacement program, plus (iii) just 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 attributable.to the Costs of Conversion under subparagraph (i) of this paragraph shall not exceed the Estimated Reimbursable Private Conversion Costs without the prior written authorization of the Government Entity. (n) "Reimbursable Temporary Service Costs" shall mean all costs incurred by the Company which are attributable to (i) any facilities installed as part of the Conversion Project to provide Temporary Service, as provided for in Schedule 74, and (ii) the removal of any facilities 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 written authorization of the Government Entity. (o) "Reimbursable Upgrade Costs" shall mean'all Costs of Conversion incurred 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 authorization 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) incurred by the Company in connection with the Conversion Project; provided, however, that the Shared Company Costs shall not exceed the Estimated Shared Company Costs without the prior written authorization of the Government Entity. For the avoidance of doubt, the "Shared Company Costs" shall, as and'to the extent specified in the Design Agreement, include the actual; reasonable costs to the Company for the "Design Work" performed by the Company under the Design Agreement. (q) "Shared Government Costs" shall mean all Costs of Conversion incurred by the Government Entity in connection with (i) any duct and vault installation Work which the Parties have specified in the Project Plan is to be performed by the Government Entity as part of the Government Work, and (ii) the acquisition of any Operating Rights which the Parties have, by mutual agreement, specified in the Project Plan are to be obtained by the Government Entity for the Conversion Project, but only to the extent attributable to that portion of such Operating Rights which is necessary to accommodate the facilities of the Company; provided, however, that the Shared Government Costs shall not exceed the Estimated Shared Government Costs without the prior written authorization 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 (ii) costs associated ' with any joint use of trenches by other utilities as permitted under Section 3(b). Construction Agreement, Attachment "B" to Schedule 74, City of Bremerton Washington Ave. from 4th St. to 6 I St. Underground Conversion PSE Order #101091608 Page 3 (s) 'Work" shall mean all work to be performed in connection with the Conversion Project, as more specifically described in the Project Plan, including, without limitation, the Company Work (as defined in Section 2(a), below) and the Government Work (as defined in Section 3(a), below). (t) "Work Schedule" shall mean the schedule specified in the Project 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. Obligations of the Company. (a) Subject to the terms and conditions of this Agreement, the Company shall do the following as specified in, and in accordance with the design and construction specifications and other requirements set forth in, the Project Plan (the "Company Work"): i) furnish and install an Underground Distribution System within the Conversion Area (excluding any duct and vault installation or other Work which the Parties have specified in the Project Plan is to be performed by the Government Entity); ii) 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 in the Project Plan is to be performed by the Government Entity; and iii) upon connection of those persons or entities to be served by the Underground Distribution System and removal of facilities of any other utilities that are connected to the poles of the overhead system, remove the existing overhead system (including associated wires and Company-owned poles) of 15,000 volts or less within the Conversion Area except for Temporary Services. (b) Upon request of the Government Entity, the Company shall provide periodic reports of the progress of the Company Work identifying (i) the Company Work completed to date, (ii) the Company Work yet to be completed, and (iii) an estimate regarding whether the Conversion Project 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 in the Company's Electric Tariff G, the Company shall own, operate and maintain all electrical facilities installed pursuant to this Agreement including, but not limited to, the Underground Distribution System and Underground Service Lines. (d) Subject to the terms and conditions of this Agreement, the Company shall perform all Company Work in accordance with the Project Plan, the Work Schedule and this Agreement. 3. Obligations of the Government Entity. (a) Subject to the terms and conditions of this Agreement, the Government Entity shall do the following as specified in, and in accordance with the design and construction specifications and other requirements set forth in, the Project Plan (the "Government Work"): i) provide the Trenching and Restoration; ii) perform the surveying for alignment and grades for ducts and vaults; and iii) perform any duct and vault installation and other Work which the Parties have specified in the Project Plan is to be performed by the Government Entity. (b) Other utilities may be permitted by the Government Entity to use the trenches provided by the Government Entity for the installation of their facilities so long as such facilities or the installation thereof do not interfere (as determined pursuant to the Company's electrical standards) with the Underground Distribution System or the installation or maintenance thereof. Any such use of the Construction Agreement, Attachment "B" to Schedule 74, City of Bremerton Washington Ave. from 4th St. to 6th St. Underground Conversion PSE Order #101091608 Page 4 trenches by other utilities shall be done subject to and in accordance with the joint trench design specifications and installation drawings set forth or otherwise identified in the Project 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 shall 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 (iii) an estimate regarding whether the Conversion Project 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 within the Conversion Area. (e) Subject to the terms and conditions of this Agreement, the Government Entity shall perform all Government Work in accordance with the Project Plan, the Work Schedule and this Agreement. 4. Work Schedule. (a) The Government Entity and the Company have agreed upon the Work Schedule asset forth in the Project Plan. Changes to the Work Schedule shall be made only in accordance with Section 6, below. (b) Promptly following the execution of this Agreement, and upon completion by the Government Entity of any necessary preliminary work, the Government Entity shall hold a pre -construction meeting involving all participants in the Conversion Project to review project design', coordination: requirements, work sequencing and related pre -mobilization requirements. Following the pre - construction meeting, the Government Entity shall give the Company written notice to proceed with the Work at least ten (10) business days prior to the commencement date specified in the Work Schedule. ' (c) Subject to the terms and conditions of this Agreement, each Party shall perform th&Work assigned to it under this Agreement in accordance with the Work Schedule. So long as the Company performs the Company Work in accordance with the Work Schedule, the Company shall not be liable to the Government Entity (or its agents, servants, employees, contractors, subcontractors, or representatives) for any claims, actions, damages, or liability asserted or arising out of delays in the Work Schedule. 5. Location of Facilities. All facilities of the Company installed within the Conversion Area pursuant to this Agreement shall be located, and all related Operating Rights shall be obtained, in the manner set forth in the applicable provisions of Schedule 74, as specified by the Parties in the Project Plan. 6. Changes. (a) Either Party may, at any time, by written notice thereof to the other Party, request changes in the Work within the general scope of this Agreement (a "Request for Change"), including, but not limited to: (i) changes in, substitutions for, additions to or deletions of any Work; (ii) changes in the specifications, drawings and other requirements in the Project Plan, (iii) changes in the Work Schedule, and (iv) changes in the location, alignment, dimensions or design of items included in the Work. No Request for Change shall be effective and binding upon the Parties unless signed by an authorized representative of each Party. Construction Agreement, Attachment "B" to Schedule 74, City of Bremerton Washington Ave. from 4th St. to 6th St. Underground Conversion PSE Order #101091608 Page 5 (b) If any change included in an approved Request for Change would cause a change in the cost of, or the time required for, the performance of any part of the Work, an equitable adjustment shall be made in the Estimated 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 in good faith with the objective of agreeing in writing on a mutually acceptable equitable adjustment. If the Parties are unable to agree upon the terms of the equitable adjustment, either Party may submit the matter for resolution pursuant to the dispute resolution provisions in 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 adjusted from time to time to reflect any change in the costs or time required to perform the Work to the extent such change is caused by: (i) any Force Majeure Event under Section 11, below, (ii) the discovery of any condition within the Conversion Area which affects the scope, cost, 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 (iii) any change or inaccuracy in any assumptions regarding the scope, cost, schedule or other aspect of the Work which are expressly identified by the Parties in the Project Plan. Upon the request of either Party, the Parties will negotiate in good faith with the objective of agreeing in writing on a mutually acceptable equitable adjustment. If, at any time thereafter, the Parties are unable to agree upon the terms of the equitable adjustment, either Party may submit the matter for resolution pursuant to the dispute resolution provisions in Section 10, below. (d) Notwithstanding any dispute or delay in reaching agreement or arriving at a mutually acceptable equitable adjustment, 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 requesting Party's reasons for rejecting the proposed equitable adjustment of the other Party. 7. Compensation and Payment. (a) Subject to and in accordance with the terms and conditions of this Agreement (including, without limitation, the payment procedures set forth in this Section 7), payment in connection with the Conversion Project and this Agreement shall be as follows: i) The Total Shared Costs shall be allocated to the Parties in the following percentages: (A) sixty percent (60%) to the Company, and (B) forty percent (40%) to the Government Entity. ii) The Government Entity shall pay one hundred percent (100%) of all Reimbursable Private Conversion Costs, if any. iii) The Government Entity shall pay one hundred percent (100%) of all Reimbursable Upgrade Costs, if any. iv) The Government Entity shall pay one hundred percent (100%) of all Reimbursable Temporary Service 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 specified in Section 3(a)(i) and (ii) (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 -Initiated Upgrade. vii) The Company shall pay one hundred percent (100%) of the costs it incurs to obtain Operating Rights outside the Public Thoroughfare. Construction Agreement, Attachment "B" to Schedule 74, City of Bremerton Washington Ave. from 4th St. to 6th St. Underground Conversion PSE Order #101091608 Page 6 (b) Based on the allocation of responsibilities set forth in Section 7(a), above, the Parties shall determine the net amount payable by the Government Entity or the Company, as applicable, to the other Party under this Agreement (the "Net Amount"). The Net Amount shall be determined by using the amount of the Total Shared Costs allocated to the Government Entity under Section 7(a)(i), and adjusting such amount as follows: , i) Subtracting (as a credit to the Government Entity) the amount of the Shared Government Costs. ii) Adding (as a credit to the Company) the amount of all Reimbursable Private Conversion Costs, Reimbursable Upgrade Costs and Reimbursable Temporary Service Costs. iii) 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 this Agreement. The Net Amount, as so calculated, (A) will 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. (c) Within sixty (60) business days of completion of the Conversion Project, the Government Entity shall provide the Company with an itemization of the Shared Government Costs (the "Government Itemization"), together with such documentation and information 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 Entity, including any costs of obtaining Operating Rights, and (ii) construction costs incurred and/or paid by the Government Entity, including and listing separately inspection, labor, materials and equipment, overhead and all costs charged by any agent, contractor or subcontractor of the Government Entity. (d) Within 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, (ii) the Parties' relative share of the Total Shared Costs based on the Company's itemization of the Shared Company Costs and the Government Entity's itemization of the Shared Government Costs set forth in the Government Itemization, (iii) any Reimbursable Private 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 (vii) the Net Amount, as determined in 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 included in the Company Statement shall, at a minimum, break down the Shared Company Costs by the following categories, as applicable: (i) design and engineering costs, and (ii) construction costs, including' and listing separately inspection, labor, materials and equipment, overhead and all costs charged by any agent, contractor or subcontractor of the Company. (e) Within thirty (30) business days after the Government Entity's receipt of the Company Statement and requested documentation and information, the Net Amount shall be paid by the owing Party to the other Party, as specified in the Company Statement. 8. Indemnification. (a) The Government Entity releases and shall defend, indemnify and hold the Company harmless from all claims, losses, harm, liabilities, damages, costs and expenses (including, but not limited Construction Agreement, Attachment "B" to Schedule 74, City of Bremerton Washington Ave. from 41h St. to 6t" St. Underground Conversion PSE Order #101091608 Page 7 to, reasonable attorneys' fees) caused by or arising out of any negligent act or omission or willful misconduct of the Government Entity in its performance under this Agreement. During 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 arising out of any negligent act or omission or willful misconduct of the Company in its performance under this Agreement. During the performance of such activities the Company's employees or contractors shall at all times remain employees or contractors, respectively, of the Company. (c) Solely for purposes of enforcing the indemnification obligations of a Party under this Section 8, each Party expressly waives its immunity under Title 51 of the Revised Code of Washington, the Industrial Insurance Act, and agrees that the obligation to indemnify, defend and hold harmless provided for in this Section 8 extends to any such claim brought against the indemnified Party by or on behalf of any employee of the indemnifying Party. The foregoing waiver shall not in any way preclude the indemnifying Party from raising such immunity as a defense against any claim brought against the indemnifying Party by any of its employees. 9. Conversion of Service to Customers within 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 facilities are available in accordance with RCW 35.96.050. Upon the request of any customer, other than a single family residential customer, within the Conversion Area, the Company shall remove the overhead system and connect such persons' and entities' Underground Service Lines to the Underground Distribution System. (b) The Parties acknowledge that single family residences within the Conversion Area must (i) provide a service trench and conduit, in accordance with the Company's specifications, from the underground meter base to the point of service provided during the conversion, and (ii) pay for the secondary service conductors as defined in Schedule 85 of the Company's Electric Tariff G. The Government Entity shall exercise its authority to order disconnection and removal of overhead facilities with respect to owners failing 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 concerning this Agreement must first be presented to and considered by the Parties. A Party who wishes dispute resolution shall notify the other Party in writing as to the nature of the dispute. Each Party shall appoint a representative who shall be responsible for representing the Party's interests. The representatives shall exercise good faith efforts to resolve the dispute. Any dispute that is not resolved within ten (10) business days of the date the disagreement was first raised by written notice shall be referred by the Parties' representatives in writing to the senior management of the Parties for resolution. In the event the senior management are unable to resolve the dispute within twenty (20) business days (or such other period 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. Construction Agreement, Attachment "B" to Schedule 74, City of Bremerton Washington Ave. from 4`h St. to '6`h St. Underground Conversion PSE Order #101091608 Page 8 (b) Any claim or dispute arising hereunder which relates to any Request for Change or any equitable adjustment under Section 6, above, or the compensation payable by or to either Party under Section 7, above, and which is not resolved by senior management within the time permitted under Section 10(a), above, shall be resolved by arbitration in Seattle, Washington, under the Construction Industry Arbitration Rules of the American Arbitration Association then in effect. The decision(s) of the arbitrator(s) shall be final, conclusive and binding upon the Parties. All other disputes shall be resolved by litigation in any court or governmental agency, as applicable, having jurisdiction over the Parties and the dispute. (c) In connection with any arbitration under this Section 10, costs of the arbitrator(s), hearing rooms and other common costs shall be divided equally among the Parties. Each Party shall bear the cost and expense of preparing and presenting its own case (including, 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 (including, but not limited to, reasonable attorneys' fees) by the other Party. , (d) Unless otherwise agreed by the Parties in writing, the Parties shall continue to perform their respective obligations under this Agreement during the pendency of any'dispute. 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 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; flood, earthquake or other Act of God; storm, earthquake or other condition which necessitates the mobilization of the personnel of a Party or its contractors to restore utility service to customers; laws, regulations, rules or orders of any governmental agency; sabotage; strikes or similar labor disputes involving personnel of a Party, its contractors or a third party; or any failure or delay in the performance by the other Party, or a third party who is not an employee, agent or contractor of the Party claiming a Force Majeure Event, in connection with the Work or this Agreement. Upon removal or termination of the Force Majeure Event, the Party claiming a Force Majeure 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 Majeure Event. 12. Insurance. (a) PSE shall, and shall require each of its contractors to, secure and maintain in force throughout the duration of the Conversion Project (or, if sooner, until termination of this Agreement) comprehensive general liability insurances, with a minimum coverage of $1,000,000.00 per occurrence and $2,000,000.00 aggregate for personal injury; and $1,000,000.00 per occurrence/ aggregate for property damages, and professional liability insurance in the amount of $2,000,000.00. (b) The Government Entity shall ensure that each of its contractors performing any Government Work secures and maintains in force throughout the duration of the Conversion Project (or, if sooner, until termination of this Agreement) insurance policies having the same coverage, amounts and limits as specified Section 12(a), above. (c) In lieu of the insurance requirements set forth in Section 12(a), above, the Company may self - insure against such risks in such amounts as are consistent with good utility practice. Upon the Government Entity's request, the Company shall provide the Government Entity with reasonable written evidence that the Company is maintaining such self-insurance. Construction Agreement, Attachment "B" to Schedule 74, City of Bremerton Washington Ave. from 4th St. to 6" St. Underground Conversion PSE Order #101091608 Page 9 13. Other. (a) Agreement Subject To Tariff. This Agreement is subject to the General Rules and Provisions set forth in Tariff Schedule 80 of the Company's electrical Tariff G and to Schedule 74 of such Tariff as approved by the Washington Utilities and Transportation Commission and in effect as of the date of this Agreement. (b) Termination. The Government Entity reserves the right to terminate the Conversion Project and this Agreement upon written notice to the Company. In the event that the Government Entity terminates the Conversion Project and this Agreement, the Government Entity shall reimburse the Company for all costs reasonably incurred by the Company in connection with the Work performed prior to the effective date of termination. In such event, the costs reimbursable to the Company (i) shall not be reduced by any Shared Government Costs or other costs incurred by the Government Entity, and (ii) shall be paid within thirty (30) days after the receipt of the Company's invoice therefor. Sections 1, 5, 7, 8, 9, 10, 11 and 13 shall survive any termination of the Conversion Project and/or this Agreement. (c) Facilities Greater Than 15.000 Volts. Nothing in this Agreement shall in any way affect the rights or obligations of the Company under any previous agreements pertaining to the existing or future facilities of greater than 15,000 Volts within the Conversion Area. (d) Compliance With Law. The Parties shall, in performing the Work under this Agreement, comply with all applicable federal, state, and local laws, ordinances, and regulations. (e) No Discrimination. The Company, with regard to the Work performed by the Company under this Agreement, shall comply with all applicable laws relating to discrimination 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 materials or supplies. (f) 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 acting for the Government Entity in performing the Work. Nothing in this Agreement shall be considered to create the relationship of employer and employee between the Parties. Neither the Company nor any employee of the Company shall be entitled to any benefits accorded employees of the Government Entity by virtue of the Work or this Agreement. The Government Entity shall not be responsible for withholding or otherwise deducting federal income tax or social security or contributing to the State Industrial Insurance Program, or otherwise assuming the duties of an employer with respect to the Company, or any employee of the Company. (g) Nonwaiver of Rights or Remedies. No failure or delay of either Party to insist upon or enforce strict performance 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 relinquishment of any right under any provision of this Agreement or any right at law or equity not otherwise provided for herein. The express waiver by either Party of any right or remedy under this Agreement or at law or equity in a particular instance or circumstance shall not constitute a waiver thereof in any other instance or circumstance. (h) No Third Party Beneficiaries. There are no third -parry beneficiaries of this Agreement. Nothing contained in this Agreement is intended to confer any right or interest on anyone other than the Parties, their respective successors, assigns and legal representatives. (i) Governmental Authority. This Agreement is subject to the rules, regulations, orders and other requirements, now or hereafter in effect, of all governmental regulatory authorities and courts Construction Agreement, Attachment "B" to Schedule 74, City of Bremerton Washington Ave. from 4`h St. to 6" St. Underground Conversion PSE Order #101091608 Page 10 having jurisdiction over this Agreement, the Parties or either of them. All laws, ordinances, rules, regulations, orders and other requirements, now or hereafter in 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. Q) No Partnership. This Agreement shall not be interpreted or construed to create an association, joint venture or partnership between the Parties or to impose any partnership obligations or liability upon either Party. Further, neither Party shall have any right, power or authority to enter into any agreement or undertaking for or on behalf of, to act as or be an agent or. representative of, or to otherwise bind the other Party. (k) Severability. In the event that any provision of this Agreement or the application of any such provision shall be held invalid as to either Party or any circumstance by any court having jurisdiction, 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 in force and effect unless a court or arbitrator holds they are not severable from the invalid provisions. (1) Notice. Any notice under this Agreement shall be in writing and shall be faxed (with a copy followed by mail or hand delivery), delivered in person, or mailed,: properly addressed and stamped with the required postage, to the intended recipient as follows: If to the Government Entity: If to the Company: City of Bremerton 3027 Olympus Dr. Bremerton, WA 98310 Attn: Mr. Ed Aban 360-473-2354 Puget Sound Energy, Inc. 6522 Kitsap Way Bremerton, WA 98312 Attn: Thomas M. Brobst Office: 360475-7020 Any Party may change its address specified in this Section 13(I) by giving the other Party notice of such change in accordance with 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 Washington (without reference to rules governing conflict of laws), except to the extent such laws may be preempted by the laws of the United States of America. (n) Entire Agreement. This Agreement constitutes the entire agreement of the Parties with respect to the subject matter hereof and all other agreements and understandings 'of the Parties, whether written or oral, with respect to the subject matter of this Agreement are hereby superseded in their entireties; provided, however, that except as expressly set forth in this Agreement, nothing herein is intended to or shall alter, amend or supersede the Design Agreement and the same shall remain in full force and effect in accordance with its terms. (o) Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the respective successors, assigns, purchasers, and transferees of the Parties, including but not limited to, any entity to which the rights or obligations of a Party are assigned, delegated, or transferred in any corporate reorganization, change of organization, or purchase or -transfer of Construction Agreement, Attachment "B" to Schedule 74, City of Bremerton Washington Ave. from 4th St. to 6th St. Underground Conversion PSE Order #101091608 Page 11 assets by or to another corporation, partnership, association, or other business organization or division thereof. Government Entity: City of Bremerton BY ITS 3C, Date Signed Approved as to form: Company: PUGET SOUND ENERGY, INC. BY " - A_ II kb. JL4 (rd— ITS Date Signed Construction Agreement, Attachment "B" to Schedule 74, City of Bremerton Washington Ave. from 4th St. to 6th St. Underground Conversion PSE Order #101091608 Page 12 Contract Number: 5474 Vendor: PUGET SOUND ENERGY, INC. Subject: Washington Avenue Schedule 74 Conversion PSE Project No. 101091608 Department: Engineering File Class: LEG 12-1 Begin Date: 4/30/2015 End Date: 5/28/2015 Review Date: 7/1/2015 Vault Date: Comments: PUGET SOUND ENERGY The Energy To Do Great Things Exhibit "A" Project Plan Schedule 74 Underground Conversion City of Bremerton — Washington Avenue Schedule 74 Conversion PSE Project Number: 101091608 April 30th 2015 Pursuant to Puget Sound Energy ("PSE") Rate Schedule 74 and as described in this Project Plan, PSE will convert its existing overhead electrical distribution system of 15,000 volts or less to an equivalent Underground Distribution System. This Project Plan describes the scope of construction work (the "Construction Work') to be performed by PSE and the City of Bremerton (the "City") for the conversion of certain PSE electrical distribution system facilities as described herein (the "Conversion Project"). Construction of this Conversion Project is contingent upon and shall commence only after both written acceptance of this Project Plan and written execution of a Schedule 74 Construction Agreement by the City and PSE. This Project Plan includes and consists of. • Description of the Construction Work to be performed • Construction Drawings, Standards, Specifications and Requirements for the Construction Work (attached) • Operating Rights to be obtained for the Conversion Project (attached) • Construction Work Schedule • Construction Costs Estimate Summary (attached) Revisions to this Prosect Plan must be mutually approved by the City and PSE. Construction Work This Conversion Project will replace PSE's existing overhead electrical distribution system with an Underground Distribution System within the following area (the "Conversion Area"): From the intersection of Washington Avenue and 4th Street extending approximately 213 feet north of the intersection of Washington Avenue and 6th Street. The Conversion Project is approximately 1,700 PSE Design Cost Estimate for Schedule 74 * City of Bremerton Washington Ave. from 4th to 61h St. in Bremerton, Washington Puget Sound Energy * 6522 Kitsap Way * Bremerton, WA 98312 * 360-475-7020 feet in length, including laterals and road crossings. The Conversion Project includes modification or replacement of all existing services lines within the Conversion Area to connect to the Underground Distribution System and removal of PSE's existing overhead electric distribution facilities (including PSE distribution poles and pole mounted street lights) from the Conversion Area. There are no Company Initiated Upgrades, Government Entity Requested Upgrades or Temporary Service elements included in the Conversion Project Scope of Work. PSE initiated upgrades included in this project consist of: None. City requested upgrades included in this project consist of: None. Temporary Service included in this project consists of: None. In conjunction with this Conversion Project, PSE will remove its existing street lighting system from the Conversion Area. Provision of a replacement street lighting system within the Conversion Area is not included in this Project Plan. Replacement street lighting service can be provided by separate arrangement in accordance with applicable PSE Tariff Schedules. Responsibilities of Parties City Responsibilities a) At least ten (10) business days prior to the scheduled commencement of Construction Work, hold a pre -construction meeting involving all participants in the Conversion Project to review project design, coordination requirements, work sequencing and related premobilization requirements. b) At least ten (10) business days prior to the scheduled commencement of Construction Work, give PSE written notice to proceed with the Construction Work to allow for delivery of PSE materials to the job site and scheduling of PSE's on-site Inspector. c) Provide written notice to customers within the Conversion Area in advance of Conversion Project 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. d) Coordinate other utility conversion, removal and relocation from PSE's poles. e) Provide all surveying for equipment placement, locations, and establish all grade elevations for the Underground Distribution System within the Conversion Area. f) Provide all necessary excavation, bedding, backfill, off-site disposal, site restoration and coordination for installation of the Underground Distribution System. This includes trenching, backfill, and restoration for cut -over and transfer of existing PSE Design Cost Estimate for Schedule 74 * City of Bremerton Washington Ave. from 4' to 6" St. in Bremerton, Washington Puget Sound Energy * 6522 Kitsap Way * Bremerton, WA 98312 * 360-475-7020 underground system and service lines from the existing overhead distribution system to the new Underground Distribution System. g) Coordinate private property trenching, excavation and restoration activity with private property owners affected by this Conversion Project. h) Provide flagging and traffic control as required for all work performed by the City. i) Install and proof all ducts and vaults for the Underground Distribution System (excluding work in ducts or vaults containing 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 verification using 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 contains a pulling line. j) Provide at least five (5) business days' notice for scheduled delivery of PSE vaults by PSE's vault supplier. k) Provide secure staging and storage area(s) for duct and vault materials provided by PSE. The City shall be responsible for the security and condition of these materials until they are installed and accepted by PSE or returned to PSE's custody. 1) Provide labor and equipment for the off-loading of PSE duct and vault materials delivered to the job site. m) Promptly following notice from PSE that the Underground Distribution System has been energized, provide notice to customers within the Conversion Area informing them of their obligation and responsibility to convert their overhead service lines to underground service lines as provided by state law or to modify existing underground service lines for connection to the Underground Distribution System. Affected service lines are listed in the Service Lines section of this Project Plan. n) Facilitate weekly (or as otherwise agreed by the City and PSE) construction coordination meetings to include all relevant parties participating in the conversion including PSE and it's contractor(s), the City and it's contractor(s), and other utilities. o) Provide any necessary operating rights for the installation of PSE's facilities in accordance with PSE's Schedule 74 Section 3 and as mutually agreed by the PSE and the City. Operating rights are further addressed in the Operating Rights section of this Project Plan. p) Modify, reroute or replace service lines to City owned facilities to connect to the Underground Distribution System. q) Following notification from PSE that Construction Work is complete, provide to PSE any Shared Government Costs as provided for in the Construction Agreement. Puget Sound Energy Responsibilities PSE Design Cost Estimate for Schedule 74 * City of Bremerton Washington Ave. from 4th to 6th St. in Bremerton, Washington Puget Sound Energy * 6522 Kitsap Way * Bremerton, WA 98312 * 360-475-7020 a) Following notice from the City, deliver or cause to be delivered all duct and vault materials to the designated staging/storage area(s): Acknowledge delivered quantities and condition of duct and vault materials by signing shipping manifests. b) Following notice from the City, provide inspection services needed for overseeing the proper installation of ducts and vaults by the City. c) Accept delivery of the completed duct and vault system once the new system has been proofed (as described above) by the City. PSE will provide a mandrel to the City to be used in proofing of the duct and vault system. d) Provide PSE electrical workers to complete duct installation and proofing when such work is performed at or in any energized vault containing energized cables or equipment. e) Install (except for ducts and vaults installed by the City) and energize the Underground Distribution System. Provide written notice to the City when the Underground Distribution System is energized. f) Perform cut -over and transfer of existing Underground Distribution System and existing underground service lines from the overhead distribution system to the new Underground Distribution System where applicable (see City Responsibility item "f' concerning trenching responsibility). PSE will notify the City for excavation and the affected customers at least two (2) business days prior to installation, transfer, and connection of underground service lines. Affected service lines are listed in the Service Lines section of this Project Plan. g) Install and connect replacement underground service lines to single family residences and connect modified and replacement non-residential underground service lines provided by customers within the Conversion Area pursuant to PSE Tariff Schedule 85. Affected service lines are listed in the Service Lines section of this Project Plan. h) Remove the existing overhead electric distribution system including, conductors, equipment, down guys, anchors and poles after all service lines to customers within the Conversion Area are connected to the Underground Distribution System and all other utilities have been removed from PSE's poles. Holes left following removal of poles will be filled with crushed rock and compacted in accordance with applicable City standards or specifications. i) Provide flagging and traffic control as required for all work performed by PSE (except as may otherwise be reasonably provided by the City during installation of ducts and vaults in conjunction with City performed trenching, excavation, back -fill and restoration). j) Attend weekly (or as otherwise agreed by the City and PSE) construction coordination meetings facilitated by the City and its contractor during periods of Conversion Project construction. PSE Design Cost Estimate for Schedule 74 * City of Bremerton Washington Ave. from 4th to 6th St. in Bremerton, Washington Puget Sound Energy * 6522 Kitsap Way * Bremerton, WA 98312 * 360-475-7020 Operatin-q Rights The Underground Distribution System will be located within Public Thoroughfare except as described in the Operating Rights Attachment. The Construction Work will not be released by PSE for construction until i) all operating rights necessary for the installation of PSE's facilities have been obtained and have been verified by PSE, or ii) the City otherwise signs an agreement releasing PSE from any and all financial obligations associated with the location or relocation of PSE facilities resulting from commencement of construction prior to acquisition of all identified necessary operating rights. Construction Work Schedule The Construction Work will be performed in accordance with the following Work Schedule, unless this schedule is revised by mutual agreement of the City and PSE or circumstances beyond the reasonable control of the City and/or PSE preclude such performance. Installation of ducts and vaults: Spring 2015. Approximately 28 working days. Installation and enernization of the Underground Distribution System: Summer 2015. Approximately 22 working days. Removal of overhead facilities: Summer 2015. Approximately 6 working days Installation and removal of Temporary Service: None anticipated. Work Schedule Restrictions: None anticipated. Construction Cost Estimate The estimated costs to perform the Construction Work and the allocation of costs between the parties are presented in the attached Construction Costs Estimate Summary. These estimated costs are valid for ninety (90) days from the date shown on the attached Construction Costs Estimate Summary. If this Project Plan and a Schedule 74 Construction Agreement are not fully executed within ninety (90) days from this date, the estimated costs shall be subject to revision. The scope of work provided for in the previously executed Design Agreement has been completed with written acceptance of this Project Plan by the City and PSE. The Construction Cost Estimate reflects and provides for Construction Work costs commencing with PSE attendance at the required pre -construction meeting and receipt of the City's written notice to proceed with Construction Work. Work performed and/or costs incurred by PSE in response to City request following acceptance of the Project Plan and prior to the pre -construction meeting are not included in the Construction Cost PSE Design Cost Estimate for Schedule 74 * City of Bremerton Washington Ave. from 41' to 61' St. in Bremerton, Washington Puget Sound Energy * 6522 Kitsap Way * Bremerton, WA 98312 * 360-475-7020 Estimate, and shall be subject to addition to the Construction Cost Estimate by revision as described below. Estimated Inspection and Service Provider Outside Services costs are based on 2015 contract rates. Costs for Construction Work performed by PSE after [April 7th 2015] shall be subject to revision to reflect PSE Service Provider contract rates which become effective after this date. Changes in Construction Work scope, performance and/or schedule can result in actual Construction Costs that differ from estimated costs shown in the Construction Cost Estimate Summary. In the event performance of the Construction Work cannot or does not proceed substantially as provided in this Project Plan, such changes shall promptly be brought to the attention of PSE and the City when anticipated or known and shall be documented in a revision to the Construction Cost Estimate (a "Cost Estimate Revision") mutually agreed and executed by the City and PSE. Project Assumptions The project design, construction plans and cost estimates are based on and reflect the following assumptions. Construction conditions that are not consistent with these assumptions may result in a request for change or an equitable adjustment to project compensation under Section 6 of the Construction Agreement and addressed by a Cost Estimate Revision. Cost Assumptions 1. The Construction Work will be performed in accordance with the Construction Drawings and Construction Work Schedule. 2. PSE's Project Manager will accept or reject (with written justification) the duct and vault installation work performed by the City within five (5) business days notice of completion from the City. In the event PSE rejects any of the ducts or vaults (with reasonable written justification), the City will perform the necessary remedial work. The City will then re -notify PSE and PSE shall have five (5) business days to accept or reject the remedial work. 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 Project utilizing normal cable pulling equipment and methods. 4. A City Street Use permit is the only permit necessary for PSE to perform its work for this Conversion Project and will be issued within two (2) weeks of PSE submitting a complete permit application (including any supporting documentation reasonably required by the City). There will be no charge for the permit or inspection fees. PSE Design Cost Estimate for Schedule 74 * City of Bremerton Washington Ave. from 4th to 6th St. in Bremerton, Washington Puget Sound Energy * 6522 Kitsap Way * Bremerton, WA 98312 * 360-475-7020 5. The estimated daily productivity rate for PSE duct and vault installation is based on the City's contractor opening a minimum of 60 feet of trench per working day. The daily productivity rate is used to estimate the number of days a PSE Inspector will be required during installation of ducts & vaults. The Inspector will be scheduled in full day increments and in one continuous effort. Changes to a continuous schedule require a minimum of five days advance notice and must be mutually agreed between the City and PSE. 6. Attendance by the PSE Project Manager at scheduled weekly construction coordination meetings is included and reflected in the Construction Cost Estimate during periods when the PSE ducts and vaults are actively being installed and when the PSE line crew is performing installation, energization, cut -over and removal work. Attendance at additional meetings that may be requested/required during other periods will be addressed by a Cost Estimate Revision. 7. Traffic control provided by PSE assumes the use of two flaggers, basic signage and simple channelization. Additional traffic control measures are not included and if requested/required will be addressed by a Cost Estimate Revision. 8. Work to be performed by PSE does not include installation and/or removal of Temporary Service facilities at the request of others during construction. 9. Cut -over and transfer work will be completed during regular working hours except as described in Schedule Assumption #3 below. Changes in the performance of this work will be addressed by a Cost Estimate Revision. 10. New guy anchors shall be installed prior to installation of new ducts in the same area. 11. When Fluidized Thermal Backfill (FTB) is used, associated cost will be allocated 100% to PSE when required for a Company Initiated Upgrade and otherwise 100% to the City. 12. Installation of protective bollards may be necessary at some locations and may not be included in the project design. In the event unplanned bollards are required, associated costs will be a Shared Cost and addressed by a Cost Estimate Revision. Schedule 1. There will be a total of two (2) PSE crew mobilizations as follows: i) one mobilization of an underground line crew for installation of underground conductors and equipment; and ii) one mobilization of an overhead line crew for removal of the existing overhead facilities. Once mobilized PSE crews will have continuous productive work until all PSE Construction Work is complete. 2. All PSE Construction Work will be performed during regular working hours from 7:00 am to 4:30 pm excluding holidays. In the event that lane closures are necessary for performance of work, PSE shall be limited to working between the hours of 7:00 am to 4:30 pm. PSE and the City will mutually agree to weekly work schedules for the PSE Design Cost Estimate for Schedule 74 * City of Bremerton Washington Ave. from 4" to 6th St. in Bremerton, Washington Puget Sound Energy * 6522 Kitsap Way * Bremerton, WA 98312 * 360-475-7020 Construction Work. PSE shall be allowed to perform PSE work as scheduled without changes or interruptions caused by other construction activities. 3. PSE customers within the Conversion Area will experience interruption of electric service during performance of the Construction Work when cutting over and transferring system and customer loads from the overhead distribution system to the Underground Distribution System. Cut -over and transfer work will be performed during the regular working hours specified in Schedule Assumption #2 above except as otherwise provided below. PSE will notify customers at least two (2) business days in advance of scheduled service interruptions. Additional Considerations Service Lines Service lines within the Conversion Area must be modified or replaced to provide underground service from the Underground Distribution System as described in Replacement & Modification Requirements as listed in the Construction. Performance of the work and associated costs shall be governed by PSE Tariff Schedule 85. New Service Connection of new or increased load for City facilities (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 Project has been designed and will be constructed in accordance with PSE design and construction standards in effect as of the date of this Project Plan. PSE standards applicable to Construction Work to be performed by the City have been provided to the City in PSE's "Electric Distribution Trench/Duct/vault Construction Standards, 2013". All relevant PSE standard described above are attached to this Project Plan by this reference. Temporary Support (Holding) of PSE Poles Whenever any pole(s) are required to be temporarily supported (held) due to excavation in proximity to such poles, the City will coordinate with PSE to provide such support. The need to temporarily support such poles shall be determined by PSE, and if required, such support shall be provided by PSE. As used herein, "temporary support" PSE Design Cost Estimate for Schedule 74 * City of Bremerton Washington Ave. from 41h to 61h St. in Bremerton, Washington Puget Sound Energy * 6522 Kitsap Way * Bremerton, WA 98312 * 360-475-7020 means supporting one or more poles for a continuous working period of ten hours or less. Acceptance of Project Plan The City and PSE mutually agree to and accept this Project Plan as of the date indicated below: For the City: By: Its: nr Date: /S For PSE: By: V Its: 5� Date: PSE Design Cost Estimate for Schedule 74 * City of Bremerton Washington Ave. from 4th to 6th St. in Bremerton, Washington Puget Sound Energy * 6522 Kitsap Way * Bremerton, WA 98312 * 360-475-7020 PSEPUGET SOUND ENERGY Date: 4/30/2015 Project Title: Washington Avenue Sch 74 Conversion Project Description: Convert Washington avenue from overhead to underground from 4th north to 6th Rate Schedule: Sch 74 Project Manager / Phone #: 253-606-4787 Project Engineer I Phone #: 253-606-4787 Municipal Liaison Mgr / Phone #: Thomas Brobst (360) 475-7020 Project #: 101091608 Revision #: 0 Revision Date: Project Costs Statement Summary 1 Allocation of Total Project Costs at Completion of Conversion Notes: Prepared to represent allocation and reconciliation of project costs consistent with Schedule 74 Design & Construction Agreements 2 Shared Costs are allocated 40% to the Government Entity and 60% to the Company 3 Total Costs excludes Government Entity costs of trenching, restoration, and surveying Costs include any approved change orders Government Entity Payments and Incurred Costs Duct & Vault Installation, Operation Rights I) Design Agreement Payment(s) III) Net Amount Payable Calculation [Construction Agreement Section 7(b)] 100% Government Entity Reimbursable Costs Adjustments i) Less Shared Government Costs (incurred by GE) $ - ii) Plus Total 100% GE Reimbursable Costs Prior Total 100% GE $ - $ - Total Adjustments Net Amount Payable to Company by Government Entity $ 162,162 Private Gov Req Temporary Conv/Reloc Reimbursable 100% PSE Project Costs Shared Costs' Conversion Upgrade Services Within 5 Years Costs Costs Totals' Design Costs ° $ 21,664 $ - $ - $ - $ $ $ $ 21,664 Construction Costs ° $ 383,741 $ $ - $ $ - $ - $ - $ 383,741 Project Costs Totals' $ 405.4051$ $ - 1 $ - $ $ $ -1$ 405,405 Allocation of Total Project Costs at Completion of Conversion Notes: Prepared to represent allocation and reconciliation of project costs consistent with Schedule 74 Design & Construction Agreements 2 Shared Costs are allocated 40% to the Government Entity and 60% to the Company 3 Total Costs excludes Government Entity costs of trenching, restoration, and surveying Costs include any approved change orders Government Entity Payments and Incurred Costs Duct & Vault Installation, Operation Rights I) Design Agreement Payment(s) III) Net Amount Payable Calculation [Construction Agreement Section 7(b)] Total Shared Costs Allocated to Government Entity A) $ 162,162 Adjustments i) Less Shared Government Costs (incurred by GE) $ - ii) Plus Total 100% GE Reimbursable Costs $ - iii) Less Design Agreement payment(s) previsouly made by GE $ - $ - Total Adjustments Net Amount Payable to Company by Government Entity $ 162,162 Project Statement Printed 5/1/2015 1:10 PM When Recorded Return to: BREMERTON CITY OF 201507070164 Agreement Re® Fee: s 95.00 Name: City Clerk 07/07/2015 02:11 PM page: 1 or 24 Address: 3B45 6th Street, 0 Dolores Gilmore, Kits Co Auditor emerton, WA'983te 07 11111111111111III1111111111111111111111II I111111111111111111111III1111111111111111111IN 1 0 Document Title: Reimbursement Agreement for Washington Avenue Improvements Project Name: Olympic Gateway Towers Owner Name: Maple Tree Investment, LLC and Bremerton Towers Development, LLC Location: Washington Avenue — Vicinity of 5 and 6 Street Tax Parcel # 132401-3-196-2000, 132401-3-007-2009 & 3718-004-010-0106 This Agreement regarding Capital Improvements for Washington Avenue is entered into between the City of Bremerton, a Washington municipal corporation ("CITY") and Maple Tree Investment, LLC and Bremerton Towers Development, LLC, (both of which are limited liability companies in Washington State), Owners of adjacent property on Washington Avenue (collectively "OWNER"). RECITALS The CITY is in the process of designing and reconstructing Washington Avenue from 4th Street to 9th Street (Manette Bridge), including new water, storm, and sewer mains; new curb, gutter, and sidewalks; a new signal at 6th Street; street lighting; modifications to the existing signal at the Marlette Bridge; an asphalt overlay, and street markings, also known as the Washington Avenue Community Boulevard Project, hereinafter the "Street Project". The OWNER is in the process of developing its property located between 510 and 608 Washington Avenue, also known as the Olympic Gateway Towers Project, hereinafter the "Tower Project", for purposes of commercial and residential use. The CITY and the OWNER desire to eliminate conflicts and coordinate improvements between the two projects for each project to complement the other. AGREEMENT In consideration of the mutual promises and agreements contained herein, the parties agree as follows: CITY Improvements: In lieu of a permanent sidewalk along the Tower Project, which will be installed by the OWNER pursuant to Section 2 below, the CITY will install a temporary asphalt sidewalk along the OWNER's property frontage. The CITY will, at its sole expense (except items (c) and (e) below) design, permit, and construct the following improvements as identified on those certain plans/drawings for the Street Project: a) All curb and gutter along the Tower Project frontage b) All CITY street lighting improvements along the Tower Project frontage, including placing new street lights and junction bases to final grade of the proposed concrete sidewalk. c) All Schedule 74 conversion within the Street Project, including design, and for any guy wires that are presently placed on the Tower Project property. The scope of the Schedule 74 conversion is set forth in Exhibit A to this Agreement. The cost of the Schedule 74 conversion is set forth in Exhibit B to this Agreement. The CITY's responsibility for the Schedule 74 conversion is estimated at $298,443.58. OWNER will reimburse the CITY for CITY's responsibility as contemplated by Section 3(a) below. d) All other private utility work required along the Street Project frontage. e) That portion of the signal system at 6th Street required to create a fully functional east leg for the ingress and egress for the Tower Project on Washington Avenue. The estimated cost is $39,228.56 which is included in the cost of the Schedule 74 conversion as set forth in Exhibit B to this Agreement. The expense will be reimbursed to the CITY by the OWNER as contemplated by Section 3(a) below. f) CITY utility connections along the Washington Avenue frontage to the project in support of the OWNER's development, including water, sanitary sewer, and storm sewer. g) The CITY, upon completion of the Street Project, will extinguish the City Sanitary Sewer Easement recorded on 19 Sept 1948 under recording No. 476936. h) The CITY, upon completion of the Street Project, will extinguish the City Sanitary Sewer Easement recorded on 15 Jan 1949 under recording No. 482756. i) The CITY, upon completion of the Street Project, will extinguish the City Sanitary Sewer Easement recorded on 15 Jan 1949 under recording No. 482755. j) The CITY, upon completion of the Street Project, will extinguish the Construction Easement recorded on 4 Nov 1970 under recording No.985236. k) The CITY, upon completion of the Street Project, will extinguish the Construction Easement recorded on 4 Nov 1970 under recording No.985241. 1) The CITY requests that the OWNER do no on-site construction work, except as reflected in this Agreement, until after the CITY's completion of the Street Project. 2. OWNER Improvements: At the OWNER'S expense the OWNER will design, permit, and construct the following with their construction: a) A minimum 12 foot sidewalk along property frontage in the CITY right-of-way, including driveways to CITY Standards with Landscape per City of Bremerton Code and the Sub -Area Plan as approved by the CITY and the Towers Project. b) The OWNER will grant an Easement for additional area needed for the Traffic signal loops and other improvements at the location of the signal at 6th Street to 2 allow ingress and egress, subject to concept approval by the Bremerton Department of Community Development. c) The OWNER will develop the Property in accordance with the City Of Bremerton Codes and regulations in accordance with the approved permits. 3. OWNER Responsibility: a) The OWNER is responsible for all costs associated with the CITY improvements set forth in Sections 1(c) and 1(e) of this Agreement. The CITY's estimated costs of the Schedule 74 conversion of $298,443.58 as set forth in Exhibit B is an estimate. If the CITY's actual costs are greater than the estimated costs, the OWNER shall reimburse the CITY for the CITY's actual costs. The CITY is responsible for paying all other cost for improvements and obligations set forth in Section 1 above. b) OWNER will provide CITY a construction bond and an assignment of funds as set forth in Sections 4 and 5 below. c) Except as noted herein, The OWNER agrees not to start any construction on the site based on possible conflicts with the Street Project until after 1 Jan 2016. d) The OWNER will obtain proper permits and Demo existing non-standard buildings located on the OWNER'S property as determined by the CITY. e) The OWNER will prepare and process a Boundary line adjustment map based on the City of Bremerton Code to show the new lots created by the Tower Project, the addition of the new 6th Street signal easement, the extinguishment of the easements referred to above and the extinguishment of any CITY easements for shoring, sanitary and setbacks no longer required as part of the Street Project. f) The CITY will periodically invoice OWNER for work completed in accordance with Sections 1(c) and 1(e). 4. Construction Bond: The OWNER will obtain a construction bond for 150% of the cost of OWNER's improvements set forth in Section 2(a) and (b) above which will be forwarded to the CITY to cover all costs associated with the OWNER's responsibilities for these improvements. 5. Assignment of Funds: Within 30 days of the execution of this Agreement, the OWNER will obtain an assignment of funds for the cost of OWNER's improvements set forth in Section 1(c) above and for the cost of work completed by the Street Project identified in Section 1(e). The amount of the assignment of funds shall be $328,287.93, which represents 110% of the CITY's estimated cost. OWNER reserves the right to use the monies assigned to the City to pay the reimbursement billings submitted by the CITY to OWNER as called for in Section 6 below. 6. Term of Agreement and Payment to CITY: This agreement shall remain in force for six (6) years from date of this agreement unless otherwise agreed to in writing by the parties. All reimbursement payments due to the CITY by OWNER shall be fully paid within forty- five (45) days of submittal to OWNER by CITY. In the event that OWNER fails to timely 3 reimburse the CITY as required under this Agreement, the CITY may seek a claim against the assignment of funds or take any other legal action to enforce the provisions of this Agreement. In the event the OWNER fails to fulfill its obligations in Section 2(a), the CITY may call the construction bond or take any other legal action to enforce the provisions of this Agreement. 7. Representations and Warranties: Each party represents and warrants to the other that the execution, delivery, and performance of this Agreement are within that party's powers and have been duly authorized by all necessary company or agency action. 8. Governing Law and Venue: This Agreement shall be construed and interpreted in accordance with the laws of the State of Washington. Venue for any action brought shall be in Kitsap County, Washington. 9. Entire Agreement: This Agreement sets forth the entire understanding of the parties with respect to the subject matter of this Agreement and supersedes any and all prior understandings and agreements, whether written or oral, between the parties with respect to such subject matter. 10. Successors and Assigns: The benefits, burdens and obligations set forth in this Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, assigns, and successors. 11. Attorneys' Fees: In the event of litigation, including alternative dispute resolution, with respect to the enforcement or interpretation of this Agreement, including appeals, the each party is responsible for its own attorney's fees and costs. 12. Notices: For the purpose of delivery of any demand or notice relating to this Agreement, the address of parties shall be the address set forth below. Such party's signature hereon or such address as either party may establish in writing from time to time. To CITY: City of Bremerton Director of Public Works and Utilities 100 Oyster Bay Ave Bremerton, 312 11 13. Miscellaneous: This Agreement may be modified, supplemented or amended only by a written instrument signed by the Maple Tree Investment, LLC, Bremerton Towers Development, LLC and the CITY. The captions set forth in this Agreement are included for convenience of reference only and shall not in any way limit or affect the meaning or interpretation of any terms or provisions of this Agreement. Neither the waiver by any party of any breach of any provision hereof, nor the failure of any party to seek redress for violation of or insist upon strict performance of any such provision, shall be considered a waiver of such provision or any subsequent breach thereof. DATED: ---5—( DATED: I t DATED: M C�Z1f1iiJ1iw_i'0)_a►4a& 3 MAPLE TREE INVESTMENT, LLC BY: BREMERTON TOWERS DEVELOPMENT, LLC BY CITY OF BREMERTON BY: Patty Le a or r�, y me a Notary Public in and for On this da of � 2015, before the State of Washington, personal y appeared __ '� to me known to be liability com an t�aex uted the fore oinf nstlnunent, and acknowle Tree Investment, Ce y�shington limited y pyg g the free and voluntary act and deed of the limited liability company, for the uses and o� ord in this instrument, and on oath stated that he/she/they was/were authorized toe d® int. ;e er,nsa x. GIVEN under my Vii'' " cdpeal this day of ®, 2015 w sR 1jW'"XA �Y4PyWp �pP,d p N07' = rbcs Notary Public in and for the State of Washington, Residing w at: �° � � My appointment expires: „ M,����" '4 11 '� M� X STATE OF WASHINGTON ) 1 ss. COUNTY OF KITSAP On thisday of�, 2015, before me a Notary Public in and for the State of Washington, personally ap eared a„N to me known to be Washington limited habitympany that executed Bremerton Towers Development, LLC, a t ted the foregoing instrument, and acknowledged it to be the free and voluntary act and deed of the limited liability company, for the uses and purposes mentioned in this instrument, and on oath stated that he/she/they was/were authorized to execute said instrument. GIVEN under my hand and official seal this day of , 2015 Notary Public in and for the State of Washington, Rq� j ng,4t f My appoirkV, � - �'-4 ,mam�Q,gyx� STATE OF WASHINGTONZI) COUNTY OF KITSAP > 4� 2015 ; >;ea y *”„ . On this di, day of � � f 0 Public in and for the State of Washington, personally appeared Patty Lent to me kriowa to b6 the Mayor of the City of Bremerton, a Washington municipal corporation that executed the foregoing instrument, and acknowledged it to be the free and voluntary act and deed of the corporation, for the uses and purposes mentioned in this instrument, and on oath stated that he was authorized to execute said instrument. 6 GIVEN under my hand and official seal this 20-9clay of J -144-V 2015 in and Notary Pu 'II d for the State of W i ashingg-to , esidingg at: My appointment expires: DEPARTMENTAL APPROVAL: ........... Chal Martin, Director of -.Pub741LiC'Works and Utilities APPROVED AS TO FORM: Roger'A. Lubovi I C ,jiy Attorn RECEIVED FOR FILING: . . .......... Shannon Corin, City Clerk PUGETS Me ZF17ergy 7"'b Do Greet 7hings Exhibit "A" Project Plan Schedule 74 Underground Conversion City of Bremerton — Washington Avenue Schedule 74 Conversion PSE Project Number: 101091608 April 30th 2015 Pursuant to Puget Sound Energy ("PSE") Rate Schedule 74 and as described in this Project Plan, PSE will convert its existing overhead electrical distribution system of 15,000 volts or less to an equivalent Underground Distribution System. This Project Plan describes the scope of construction work (the "Construction Work") to be performed by PSE and the City of Bremerton (the "City") for the conversion of certain PSE electrical distribution system facilities as described herein (the "Conversion Project'g. Construction of this Conversion Project is contingent upon and shall commence only after both written acceptance of this Project Plan and written execution of a Schedule 74 Construction Agreement by the City and PSE. This Project Plan includes and consists of.• • Description of the Construction Work to be performed • Construction Drawings, Standards, Specifications and Requirements for the Construction Work (attached) • Operating Rights to be obtained for the Conversion Project (attached) • Construction Work Schedule • Construction Costs Estimate Summary (attached) Revisions to this Project Plan must be mutually approved by the City and PSE Construction Work This Conversion Project will replace PSE's existing overhead electrical distribution system with an Underground Distribution System within the following area (the "Conversion Area"): From the intersection of Washington Avenue and 4th Street extending approximately 213 feet north of the intersection of Washington Avenue and 6th Street. The Conversion Project is approximately 1,700 PSE Design Cost Estimate for Schedule 74 * City of Bremerton Washington Ave. from 4th to 6t� St. in Bremerton, Washington Puget Sound Energy * 6522 Kitsap Way * Bremerton, WA 98312 * 360-475-7020 feet in length, including laterals and road crossings. The Conversion Project includes modification or replacement of all existing services lines within the Conversion Area to connect to the Underground Distribution System and removal of PSE's existing overhead electric distribution facilities (including PSE distribution poles and pole mounted street lights) from the Conversion Area. There are no Company Initiated Upgrades, Government Entity Requested Upgrades or Temporary Service elements included in the Conversion Project Scope of Work. PSE initiated upgrades included in this project consist of: None. City requested upgrades included in this project consist of: None. Temporary Service included in this project consists of: None. In conjunction with this Conversion Project, PSE will remove its existing street lighting system from the Conversion Area. Provision of a replacement street lighting system within the Conversion Area is not included in this Project Plan. Replacement street lighting service can be provided by separate arrangement in accordance with applicable PSE Tariff Schedules. Responsibilities of Parties City Responsibilities a) At least ten (10) business days prior to the scheduled commencement of Construction Work, hold a pre -construction meeting involving all participants in the Conversion Project to review project design, coordination requirements, work sequencing and related premobilization requirements. b) At least ten (10) business days prior to the scheduled commencement of Construction Work, give PSE written notice to proceed with the Construction Work to allow for delivery of PSE materials to the job site and scheduling of PSE's on-site Inspector. c) Provide written notice to customers within the Conversion Area in advance of Conversion Project 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. d) Coordinate other utility conversion, removal and relocation from PSE's poles. e) Provide all surveying for equipment placement, locations, and establish all grade elevations for the Underground Distribution System within the Conversion Area. f) Provide all necessary excavation, bedding, backfill, off-site disposal, site restoration and coordination for installation of the Underground Distribution System. This includes trenching, backfill, and restoration for cut -over and transfer of existing PSE Design Cost Estimate for Schedule 74 * City of Bremerton Washington Ave. from 4th to 6th St. in Bremerton, Washington Puget Sound Energy * 6522 Kitsap Way * Bremerton, WA 98312 * 360-475-7020 underground system and service lines from the existing overhead distribution system to the new Underground Distribution System. g) Coordinate private property trenching, excavation and restoration activity with private property owners affected by this Conversion Project. h) Provide flagging and traffic control as required for all work performed by the City. i) Install and proof all ducts and vaults for the Underground Distribution System (excluding work in ducts or vaults containing 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 verification using 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 contains a pulling line. j) Provide at least five (5) business days' notice for scheduled delivery of PSE vaults by PSE's vault supplier. k) Provide secure staging and storage area(s) for duct and vault materials provided by PSE. The City shall be responsible for the security and condition of these materials until they are installed and accepted by PSE or returned to PSE's custody. 1) Provide labor and equipment for the off-loading of PSE duct and vault materials delivered to the job site. m) Promptly following notice from PSE that the Underground Distribution System has been energized, provide notice to customers within the Conversion Area informing them of their obligation and responsibility to convert their overhead service lines to underground service lines as provided by state law or to modify existing underground service lines for connection to the Underground Distribution System. Affected service lines are listed in the Service Lines section of this Project Plan. n) Facilitate weekly (or as otherwise agreed by the City and PSE) construction coordination meetings to include all relevant parties participating in the conversion including PSE and it's contractor(s), the City and it's r_.nntrar_.tnr(cl, and nthAr i itilitiac o) Provide any necessary operating rights for the installation of PSE's facilities in accordance with PSE's Schedule 74 Section 3 and as mutually agreed by the PSE and the City. Operating rights are further addressed in the Operating Rights section of this Project Plan. p) Modify, reroute or replace service lines to City owned facilities to connect to the Underground Distribution System. q) Following notification from PSE that Construction Work is complete, provide to PSE any Shared Government Costs as provided for in the Construction Agreement. Puget Sound Eneray Responsibilities PSE Design Cost Estimate for Schedule 74 * City of Bremerton Washington Ave. from 4th to 6th St. in Bremerton, Washington Puget Sound Energy * 6522 Kitsap Way * Bremerton, WA 98312 * 360-475-7020 a) Following notice from the City, deliver or cause to be delivered all duct and vault materials to the designated staging/storage area(s). Acknowledge delivered quantities and condition of duct and vault materials by signing shipping manifests. b) Following notice from the City, provide inspection services needed for overseeing the proper installation of ducts and vaults by the City. c) Accept delivery of the completed duct and vault system once the new system has been proofed (as described above) by the City. PSE will provide a mandrel to the City to be used in proofing of the duct and vault system. d) Provide PSE electrical workers to complete duct installation and proofing when such work is performed at or in any energized vault containing energized cables or equipment. e) Install (except for ducts and vaults installed by the City) and energize the Underground Distribution System. Provide written notice to the City when the Underground Distribution System is energized. f) Perform cut -over and transfer of existing Underground Distribution System and existing underground service lines from the overhead distribution system to the new Underground Distribution System where applicable (see City Responsibility item "f' concerning trenching responsibility). PSE will notify the City for excavation and the affected customers at least two (2) business days prior to installation, transfer, and connection of underground service lines. Affected service lines are listed in the Service Lines section of this Project Plan. g) Install and connect replacement underground service lines to single family residences and connect modified and replacement non-residential underground service lines provided by customers within the Conversion Area pursuant to PSE Tariff Schedule 85. Affected service lines are listed in the Service Lines section of this Project Plan. h) Remove the existing overhead electric distribution system including, conductors, equipment, down guys, anchors and poles after all service lines to customers within the Conversion Area are connected to the Underground Distribution System and all other utilities have been removed from PSE's poles. Holes left following removal of poles will be filled with crushed rock and compacted in accordance with applicable City standards or specifications. i) Provide flagging and traffic control as required for all work performed by PSE (except as may otherwise be reasonably provided by the City during installation of ducts and vaults in conjunction with City performed trenching, excavation, back -fill and restoration). j) Attend weekly (or as otherwise agreed by the City and PSE) construction coordination meetings facilitated by the City and its contractor during periods of Conversion Project construction. PSE Design Cost Estimate for Schedule 74 * City of Bremerton Washington Ave. from 4t' to 6th St. in Bremerton, Washington Puget Sound Energy * 6522 Kitsap Way * Bremerton, WA 98312 * 360-475-7020 Operating Rights The Underground Distribution System will be located within Public Thoroughfare except as described in the Operating Rights Attachment. The Construction Work will not be released by PSE for construction until i) all operating rights necessary for the installation of PSE's facilities have been obtained and have been verified by PSE, or ii) the City otherwise signs an agreement releasing PSE from any and all financial obligations associated with the location or relocation of PSE facilities resulting from commencement of construction prior to acquisition of all identified necessary operating rights. Construction Work Schedule The Construction Work will be performed in accordance with the following Work Schedule, unless this schedule is revised by mutual agreement of the City and PSE or circumstances beyond the reasonable control of the City and/or PSE preclude such performance. Installation of ducts and vaults: Spring 2015. Approximately 28 working days. Installation and energization of the Underground Distribution System: Summer 2015. Approximately 22 working days. Removal of overhead facilities: Summer 2015. Approximately 6 working days Installation and removal of Temporary Service: None anticipated. Work Schedule Restrictions: None anticipated. Construction Cost Estimate The estimated costs to perform the Construction Work and the allocation of costs between the parties are presented in the attached Construction Costs Estimate Summary. These estimated costs are valid for ninety (90) days from the date shown on the attached Construction Costs Estimate Summary. If this Project Plan and a Schedule 74 Construction Agreement are not fully executed within ninety (90) days from this date, the estimated costs shall be subject to revision. The scope of work provided for in the previously executed Design Agreement has been completed with written acceptance of this Project Plan by the City and PSE. The Construction Cost Estimate reflects and provides for Construction Work costs commencing with PSE attendance at the required pre -construction meeting and receipt of the City's written notice to proceed with Construction Work. Work performed and/or costs incurred by PSE in response to City request following acceptance of the Project Plan and prior to the pre -construction meeting are not included in the Construction Cost PSE Design Cost Estimate for Schedule 74 * City of Bremerton Washington Ave. from 4th to 6th St. in Bremerton, Washington Puget Sound Energy'` 6522 Kitsap Way" Bremerton, WA 98312 * 360-475-7020 Estimate, and shall be subject to addition to the Construction Cost Estimate by revision as described below. Estimated Inspection and Service Provider Outside Services costs are based on 2015 contract rates. Costs for Construction Work performed by PSE after [April 7th 2015] shall be subject to revision to reflect PSE Service Provider contract rates which become effective after this date. Changes in Construction Work scope, performance and/or schedule can result in actual Construction Costs that differ from estimated costs shown in the Construction Cost Estimate Summary. In the event performance of the Construction Work cannot or does not proceed substantially as provided in this Project Plan, such changes shall promptly be brought to the attention of PSE and the City when anticipated or known and shall be documented in a revision to the Construction Cost Estimate (a "Cost Estimate Revision") mutually agreed and executed by the City and PSE. Project Assumptions The project design, construction plans and cost estimates are based on and reflect the following assumptions. Construction conditions that are not consistent with these assumptions may result in a request for change or an equitable adjustment to project compensation under Section 6 of the Construction Agreement and addressed by a Cost Estimate Revision. Cost Assumptions 1. The Construction Work will be performed in accordance with the Construction Drawings and Construction Work Schedule. 2. PSE's Project Manager will accept or reject (with written justification) the duct and vault installation work performed by the City within five (5) business days notice of completion from the City. In the event PSE rejects any of the ducts or vaults (with reasonable written justification), the City will perform the necessary remedial work. The City will then re -notify PSE and PSE shall have five (5) business days to accept or reject the remedial work. 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 Project utilizing normal cable pulling equipment and methods. 4. A City Street Use permit is the only permit necessary for PSE to perform its work for this Conversion Project and will be issued within two (2) weeks of PSE submitting a complete permit application (including any supporting documentation reasonably required by the City). There will be no charge for the permit or inspection fees. PSE Design Cost Estimate for Schedule 74 * City of Bremerton Washington Ave. from 4th to 6th St. in Bremerton, Washington Puget Sound Energy * 6522 Kitsap Way * Bremerton, WA 98312 * 360-475-7020 5. The estimated daily productivity rate for PSE duct and vault installation is based on the City's contractor opening a minimum of 60 feet of trench per working day. The daily productivity rate is used to estimate the number of days a PSE Inspector will be required during installation of ducts & vaults. The Inspector will be scheduled in full day increments and in one continuous effort. Changes to a continuous schedule require a minimum of five days advance notice and must be mutually agreed between the City and PSE. 6. Attendance by the PSE Project Manager at scheduled weekly construction coordination meetings is included and reflected in the Construction Cost Estimate during periods when the PSE ducts and vaults are actively being installed and when the PSE line crew is performing installation, energization, cut -over and removal work. Attendance at additional meetings that may be requested/required during other periods will be addressed by a Cost Estimate Revision. 7. Traffic control provided by PSE assumes the use of two flaggers, basic signage and simple channelization. Additional traffic control measures are not included and if requested/required will be addressed by a Cost Estimate Revision. 8. Work to be performed by PSE does not include installation and/or removal of Temporary Service facilities at the request of others during construction. 9. Cut -over and transfer work will be completed during regular working hours except as described in Schedule Assumption #3 below. Changes in the performance of this work will be addressed by a Cost Estimate Revision. 10. New guy anchors shall be installed prior to installation of new ducts in the same area. 11. When Fluidized Thermal Backfill (FTB) is used, associated cost will be allocated 100% to PSE when required for a Company Initiated Upgrade and otherwise 100% to the City. 12. Installation of protective bollards may be necessary at some locations and may not be included in the project design. In the event unplanned bollards are required, associated costs will be a Shared Cost and addressed by a Cost Estimate Revision. Schedule 1. There will be a total of two (2) PSE crew mobilizations as follows: i) one mobilization of an underground line crew for installation of underground conductors and equipment; and ii) one mobilization of an overhead line crew for removal of the existing overhead facilities. Once mobilized PSE crews will have continuous productive work until all PSE Construction Work is complete. 2. All PSE Construction Work will be performed during regular working hours from 7:00 am to 4:30 pm excluding holidays. In the event that lane closures are necessary for performance of work, PSE shall be limited to working between the hours of 7:00 am to 4:30 pm. PSE and the City will mutually agree to weekly work schedules for the PSE Design Cost Estimate for Schedule 74 * City of Bremerton Washington Ave. from 4th to 6th St. in Bremerton, Washington Puget Sound Energy * 6522 Kitsap Way * Bremerton, WA 98312 * 360-475-7020 Construction Work. PSE shall be allowed to perform PSE work as scheduled without changes or interruptions caused by other construction activities. 3. PSE customers within the Conversion Area will experience interruption of electric service during performance of the Construction Work when cutting over and transferring system and customer loads from the overhead distribution system to the Underground Distribution System. Cut -over and transfer work will be performed during the regular working hours specified in Schedule Assumption #2 above except as otherwise provided below. PSE will notify customers at least two (2) business days in advance of scheduled service interruptions. Additional Considerations Service Lines Service lines within the Conversion Area must be modified or replaced to provide underground service from the Underground Distribution System as described in Replacement & Modification Requirements as listed in the Construction. Performance of the work and associated costs shall be governed by PSE Tariff Schedule 85. New Service Connection of new or increased load for City facilities (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 Project has been designed and will be constructed in accordance with PSE design and construction standards in effect as of the date of this Project Plan. PSE standards applicable to Construction Work to be performed by the City have been provided to the City in PSE's "Electric Distribution Trench/Duct/Vault Construction Standards, 2013". All relevant PSE standard described above are attached to this Project Plan by this reference. Temporary Support (Holding) of PSE Poles Whenever any pole(s) are required to be temporarily supported (held) due to excavation in proximity to such poles, the City will coordinate with PSE to provide such support. The need to temporarily support such poles shall be determined by PSE, and if required, such support shall be provided by PSE. As used herein, "temporary support" PSE Design Cost Estimate for Schedule 74 " City of Bremerton Washington Ave. from 4th to 6th St. in Bremerton, Washington Puget Sound Energy * 6522 Kitsap Way " Bremerton, WA 98312 " 360-475-7020 means supporting one or more poles for a continuous working period of ten hours or less. 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N N O CD CD N a N N 7 •O O .+ O O S' o m c. 4 N 3 O 7 CD m a o m CD G O O to N CD A N 3 �• O 3CD o 5L O Sr 0 d CD H Q O O O ul 00 0 O 7 y d N N CCD L0 ca a 3 c f z o md =r5• Ic N <o :• M Q C co A C5• 90 0 0 2 o' m CD 3 CD N D O 0 21 to G9 to N S II1 N Q al W n A V � O7 A 0011 0 ID Q• N a V1 Vi 69 13 o 0 e to < W A 3 3 m z in 69 69 N m Za R o ,g ' 3 69 vi Fw c s o m `v a ID m ' o CD 0 n � � ffl EA W7 m C 3 01 y C O � � o 3m vi En 69 00 y o m 69 .o 69 O O �i m O* (071 W y 0 C11 A (Ir C 7 A3 o ro Lu O $ O ;u 7 d Z1 K cn <- m N O < T -0 0 yj O S S S S m O O O m m m M c O S S W W Cl) O O S (p 0) 01 V d CD OOi A O AL AL O O' coo coo 0 V V w Ql V N V N O C�A WASHINGTON AVENUE COMMUNITY BOULEVARD SCHEDULE 74 COSTS Puget Sound Energy Cost for Schedule 74 Design Cost identified in Construction Cost Est, Project 101091608, 4/30/15 Puget Sound Energy Cost for their Schedule 74 Construction Cost identified in Construction Cost Est, Project 101091608, 4/30/15 Reimbursement City PSE @60% $2,912.80 $4,369.20 $1,872.00 $2,808.00 $594.00 $891.00 $2,736.00 $4,104.00 $2,925.00 $4,387.50 511.039.80 576AS97n Reimbursement Costs associated with Schedule 74 - 60/40 Split Costs $72,975.00 Bid Item Description Qty (Bid) Unit Price Cost (Bid) E2 E3 E3 E3 E3 Install PSE Vault, J -Box, or Handhole Install PSE conduit 2" Install PSE conduit 3" Install PSE conduit 4" Install PSE conduit 6" 11 1040 330 1520 1625 EA LF LF LF LF $662.00 $4.50 $4.50 $4.50 $4.50 $7,282.00 $4,680.00 $1,485.00 $6,840.00 $7,312.50 City I PSE @60% $383,741.00 $153,496.40 $230,244.60 $383,741.00 $27,599.50 Costs not included in Schedule 74 - Trench and Backfill Bid Item Description Qty (Bid) Unit Price Cost (Bid) E4 E5 Install PSE Conduit Trench Bank Run Gravel for Trench Backfill Subtotal Sales Tax 3475 362 LF Cy $21.00 $17.00 8.70% $72,975.00 $6,154.00 $79,129.00 $6,884.22 $86,013.22 Portion of Signal System at 6th for Development Bid Item Description Qty (Bid) Unit Price Cost (Bid) H1 H1 Trench & Backfill Additional Traffic Signal Work Subtotal Sales Tax 1 1 LS LS $5,088.83 $31,000.00 R_MVI $5,088.83 $31,000.00 $36,088.83 54 1:1q 74 Puget Sound Energy Cost for Schedule 74 Design Cost identified in Construction Cost Est, Project 101091608, 4/30/15 Puget Sound Energy Cost for their Schedule 74 Construction Cost identified in Construction Cost Est, Project 101091608, 4/30/15 Reimbursement City PSE @60% $2,912.80 $4,369.20 $1,872.00 $2,808.00 $594.00 $891.00 $2,736.00 $4,104.00 $2,925.00 $4,387.50 511.039.80 576AS97n Reimbursement City PSE $72,975.00 $0.00 $6,154.00 $0.00 $79,129.00 $0.00 L�$6,884.221 $0.00 586.013.22 0 nn Reimbursement City PSE $5,088.83 $0.00 $31,000.00 $0.00 $36,088.83 $0.50— $3,139.731 $0.00 $39,228.56 $39,228.56 $0.00 See Note (1) $558,246.28 $298,443.58 $259,802.70 NOTES: (1) The City Construction Contract costs identified above are the as -bid quantities; the Towers Developer will reimburse actual costs. (2) Design Costs are split 60/40 if construction is pursued; otherwise all design cost is to be reimbursed to PSE Reimbursement City I PSE @60% $21,664.00 $8,665.601 $12,998.40 $21,664.00 $8,665.60 $12,998.40 See Note (2) Reimbursement City I PSE @60% $383,741.00 $153,496.40 $230,244.60 $383,741.00 $153,496.40 $230,244.60 $558,246.28 $298,443.58 $259,802.70 NOTES: (1) The City Construction Contract costs identified above are the as -bid quantities; the Towers Developer will reimburse actual costs. (2) Design Costs are split 60/40 if construction is pursued; otherwise all design cost is to be reimbursed to PSE PUBLIC PROPERTY WORK PERFORMANCE BOND BOND #: 023039154 KITSAP COUNTY AUDITOR AGREEMENT RECORD # 201507070164 DATE POSTED: RE: Owner/Developer/Contractor: Absher Construction Co. Project Address: Olympic Gateway Towers, Washington Avenue - Vicinity of 5th and 6th Streets KNOW ALL PERSONS BY THESE PRESENTS: 1. Absher Construction Co. ,, ("Principal"), has applied to the City of Bremerton ("City"), for a right-of-way use permit ("Permit") to Traffic Signal Loop and Sidewalk ("Work") on City -owned real property at Olympic Gateway Towers, Washin ton Avenue - VlcinLty of 5th and 6th Streets 2. The approval granted by the City and the provisions of the Bremerton Municipal Code require that a surety bond or other financial security be furnished by the Principal to the City conditioned upon completion of all Work to be performed under the above- referenced agreement within a specified time (which includes restoration of the site and correction of defects in workmanship, materials, or installation) as set out below. Principal has agreed to meet this requirement by posting this bond. 3. Principal and Liberty Mutual Insurance Company p a corporation authorized to transact surety business for performance and maintenance bonds in the State of Washington ("Surety") agree and bind themselves, their heirs, executors, administrators and assigns, unto the City in the penal amount of --One H n red Fifty.FiNte,h T re Twen give and 9211 t� dollars ($ ($155,325.92 ), lawful money of the United States, according to the following terms and conditions: a. Principal shall, at its sole cost and expense, carefully correct any damage or defects in workmanship, materials, or installation to the City -owned real property on which the Work is to take place, and any City -owned facility thereon, and leave the same in as good condition as it was before the commencement of the Work. PERFORMANCE BOND PAGE 1 of 3 1/1/2011 b. Principal and Surety agree that if Principal fails to complete the Work within the time set out above, Surety shall, within twenty (20) days of demand by the City, make a written commitment to the City that it will either: i. correct the defect(s) itself with reasonable diligence pursuant to a time schedule acceptable to the City, or ii. tender to the City within an additional ten (10) days, the amount necessary as determined by the City, for the City to complete the Work, up to the penal amount of the bond. Surety shall then fulfill its obligations under this bond, according to the requirement selected by Surety under either 3(b) (i) or 3(b) (ii) above. If Surety elects to fulfill its obligation under paragraph 4(b) (ii) above, then upon completion, the City shall notify the Surety of the actual cost. The City shall return, without interest, any overpayment made by Surety, and Surety shall pay to the City any actual cost which exceeded the City's estimate, limited to the penal amount. This paragraph shall not be construed to obligate the City in any way to complete the Work or to correct any defect, and if the City does so, Principal and Surety shall remain liable to the City to pay all costs of the same. c. No change, extension of time, alteration, or addition to the Work shall affect the obligation of Principal or Surety on this bond, and Surety waives notice of any such change, extension, alteration, or addition. d. As part of the Work, Principal shall fully compensate all its employees, contractors, subcontractors, material men, and anyone else who could claim a lien as a result of the Work. The City is under no obligation to accept the Work as fully performed and to release this bond until the City receives assurance it deems adequate that all such compensation has been made or there is no such compensation to be made. e. This bond shall remain in full force and effect until the obligations secured by it have been fully performed and until the bond is released in writing by the City at the request of Surety or Principal. f. If any legal action, including but not limited to the filing of a lawsuit, must be taken to collect on or to enforce the provisions of this bond, the prevailing party shall be entitled to collect its costs and reasonable attorney fees. Any costs and fees shall be recoverable by the prevailing party not only from the proceeds of this bond but also over and above the penal amount of the bond, in addition to recovery on the bond, as a part of any recovery in any judicial proceeding, PERFORMANCE BOND PAGE 2 of 3 1/1/2011 DATED THIS 22 day of May PRINCIPAL Absher Construction Co. SURETY Liberty Mutual Insurance Company Karen C. Swanson, Attorney -in -Fact Surety Mailing Address: Street 1001 4th Avenue, Suite 3700 State/Zip Seattle, WA 98154 ..— STATE OF WASHINGTON) ss. COUNTY OF KITSAP 2017 CITY OF BREMERTON Director of Public Works & Utilities On this day personally appeared before me to me known to be the individual (principal) described in and who executed the within and foregoing instrument, and acknowledged that Vtt--_ signed the same as 1^t free and voluntary act and deed, for the uses and purposes therein mentioned. 1 t my hand and official seal this 'd day of , 20, . Ty Notary Publi in and for the State of Washington, Residing at ,e �A% )j 04%, My appointment expires: PERFORMANCE BOND PAGE 3 of 3 1/1/2011 TH'IS,'POWER OF ATTORNEY IS NOT VALID UNLESS IT IS PRINTED ON RED BACKGROUND. This Power of Attorney limits the acts of those named herein, and they have no authority to bind the Company except in the manner and to the extent herein stated. Certificate No, 7659582 Liberty Mutual Insurance Company The Ohio Casualty Insurance Company West American Insurance Company POWER OF ATTORNEY KNOWN ALL PERSONS BY THESE PRESENTS: That The Ohio Casualty Insurance Company is a corporation duly organized under the laws of the State of New Hampshire, that Liberty Mutual Insurance Company is a corporation duly organized under the laws of the State of Massachusetts, and West American Insurance Company is a corporation duly organized under the laws of the State of Indiana (herein collectively called the 'Companies'), pursuant to and by auullitorrity haa6n set forth, does hereby name, constitute and appoint, Aliceon A. KeltnerAnrpettes M. Fttich4e Brandon K. BLrsda Brent E Heitesera Carte Es Brit Christopher Kin _2_jCynthia L. Jay: Diane M Hardin Eric A. , 'immerrnano Heather L. Allen Jaaaroes B. Binder; Jamie Cierner„ Jon J. Oja; Ju he P Truitt; Kairen C. Swanson; Kyle J. Howat„ Mary S. Norretl Peter all of the pity of , Tacarna state of WA eaclro individually if there W mare than one named, its true arud lawfuil adffarnley lii faf,t do make, execute, seal, acknowledge and cleliver for and of) its behalf as surely and as its act and meed, any and all undertakkigs, bo ids, recogntzances and Who surety obligadlons, in pursuance of these presents and shall he as binding upon the Companies as if they have been dully signed by the president and attested by the secrelary of the Companies in itmirovan proper persons. IN WITNESS WHEREOF', Ibis Power of Attorney has been Subscribed by an authorized offict-rr of official of the Companies and the corporate seals of the Compagnie have been affixed thereto this -2-1h ........ —day of Marchi -, 2017 STATE OF PENNSYLVANIA ss COUNTY OF MONTGOMERY The Ohio Casualty Insurance Company Liberty Mutual Insurance Company WestAnteridan Insurance Company BY, ? _ .....� ...... _ ..... ........... David M. Carey,�Ass ,stanl Secretary On this 9th day of March , 2017 , before me personally appeared David M. Carey, who acknowledged himself to be the Assistant Secretary of Liberty Mutual Insurance Company, The Ohio Casualty Company, and West American Insurance Company, and that he, as such, being authorized so to do, execute the foregoing instrument for the purposes therein contained by signing on behalf of the corporations by himself as a duly authorized officer IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my notarial seal at King of Prussia, Pennsylvania, on the day and year first above written, en r 4ShfMC Pr Jr Ap 9.. 1l OF PENNSYLVANIA ��G%�� / a1 u.huauv ,*. Notarial Seal Teresa Pastella, Notary Public By: 0/ Upper MorionTwp., Montgomery County Teresa Pastella, Notary Public a. y p.. ---------"I........ _ MN oaf yt r';u t M Commission Expires March 29 2021 Member, Pennsylvania /lssocialion of Notaries This Power of Attorney is made and executed pursuant t and by authority of the following By-laws and Authorizations of The Ohio Casualty Insurance Company, Liberty Mutual Insurance Company, and West American Insurance Company which resolutions are now in full force and effect reading as follows; ARTICLE IV- OFFICERS- Section 12. Power of Attorney. Any officer or other official of the Corporation authorized for that purpose in writing by the Chairman or the President, and subject to such limitation as the Chairman or the President may prescribe, shall appoint such attorneys -in -fact, as may be necessary to act in behalf of the Corporation to make, execute, seal, acknowledge and deliver as surety any and all undertakings, bonds, recognizances and other surety Obligations. Such attorneys -in -fact, subject to the limitations set forth in their respective powers of attorney, shall have full power to bind the Corporation by their signature and execution of any such instruments and to attach thereto the seal of the Corporation. When so executed, such instruments shall be as binding as if signed by the President and attested to by the Secretary. Any power or authority granted to any representative or attorney-in-fact under the provisions of this article may be revoked at any time by the Board, the Chairman, the President or by the officer or officers granting such power or authority. ARTICLE Xldt - Execution of Contracts - SECTION fr Surety Bonds aand Undertakings Any officer of the Company al.4110rinut for that purpose fir wrahng by flee ch rifrnan or the president, and subiect to such &nn„lutalions as the chairman or the presidrard may pr'osoibe, shall appoint such al meys•in-facl, as. irtay, be necossary to act in behpaif of the Company ton" oke, exr.ctrfe„ seal, acknowledge and deliver as sordy any and all undertakings, bonds, recognizanoes and other surely obligations. Such <attof'neys-un-fact s ubfecl to the Ilmitatiors, set forth In Itieir respecfivo powers of attorney, shalt have fall dower to band the Company by their signature and exe mihon of any such r0run`Vents and to attacli therelo lbe seal of the Company. When so executed amnia instn ments shall be as tfindinay as If sdgnfnJ by lito pres�ideO and al:lcsted by the secretary. Certificate of Designation - The President of the Company, acting pursuant to the Byiauws of the Company, authorizes David M. Carey, Assistant Sectetaary to appoint suclli aaltorneys-hi- facd. as may be necessary to act on behalf cif the Comparay to make, execute, seat, acknc fledge and deliver as surely any and all undenakings„ bonds, moognizaaces and other surety obligations, Authorization - By unanhirous consw of the Compb uy,s Board of Directors, tae Company consents that facsimlte or met hasrlically reproduced signafifre of any assistant secr,atary of Company, wherever appeafin g upon as rert&d copy of any fnlawer of attorney issued by the Company is connection with surely bonds, shall be valid and bloating, upon the Company wilt's 1110 same force and effect as though manually aaf xc; d. d, Renee C. Llewellyn, the undersigned„ Assistanl Secretary, The Ohio Casualty Insurance Company, Libefty Mutual Insoran„vs Corafdpany„ and OlestArnethan insurance Conrpany do hereby 'ceafrty lbal: the origdtn l fwov r of allorney of wNch the foregoing is as lull uue and rurrect copy of the Power of Af orney executed by said Compantes, rs in full torce and effect and has not been revoked, IN TESTIMONY WHEREOF, I have Paeaeuntrtl seaniy hand andaffixed tyro setals of said Companies this C2�� day of... -......-- 2d... R u rtN r a f 1912 c r e 1991 By:Renee C imlrl ssfstarat Secreta 644 of 800 LMS, „128 73.,,, 022017 r 9 9�1 312 " t991 STATE OF PENNSYLVANIA ss COUNTY OF MONTGOMERY The Ohio Casualty Insurance Company Liberty Mutual Insurance Company WestAnteridan Insurance Company BY, ? _ .....� ...... _ ..... ........... David M. Carey,�Ass ,stanl Secretary On this 9th day of March , 2017 , before me personally appeared David M. Carey, who acknowledged himself to be the Assistant Secretary of Liberty Mutual Insurance Company, The Ohio Casualty Company, and West American Insurance Company, and that he, as such, being authorized so to do, execute the foregoing instrument for the purposes therein contained by signing on behalf of the corporations by himself as a duly authorized officer IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my notarial seal at King of Prussia, Pennsylvania, on the day and year first above written, en r 4ShfMC Pr Jr Ap 9.. 1l OF PENNSYLVANIA ��G%�� / a1 u.huauv ,*. Notarial Seal Teresa Pastella, Notary Public By: 0/ Upper MorionTwp., Montgomery County Teresa Pastella, Notary Public a. y p.. ---------"I........ _ MN oaf yt r';u t M Commission Expires March 29 2021 Member, Pennsylvania /lssocialion of Notaries This Power of Attorney is made and executed pursuant t and by authority of the following By-laws and Authorizations of The Ohio Casualty Insurance Company, Liberty Mutual Insurance Company, and West American Insurance Company which resolutions are now in full force and effect reading as follows; ARTICLE IV- OFFICERS- Section 12. Power of Attorney. Any officer or other official of the Corporation authorized for that purpose in writing by the Chairman or the President, and subject to such limitation as the Chairman or the President may prescribe, shall appoint such attorneys -in -fact, as may be necessary to act in behalf of the Corporation to make, execute, seal, acknowledge and deliver as surety any and all undertakings, bonds, recognizances and other surety Obligations. Such attorneys -in -fact, subject to the limitations set forth in their respective powers of attorney, shall have full power to bind the Corporation by their signature and execution of any such instruments and to attach thereto the seal of the Corporation. When so executed, such instruments shall be as binding as if signed by the President and attested to by the Secretary. Any power or authority granted to any representative or attorney-in-fact under the provisions of this article may be revoked at any time by the Board, the Chairman, the President or by the officer or officers granting such power or authority. ARTICLE Xldt - Execution of Contracts - SECTION fr Surety Bonds aand Undertakings Any officer of the Company al.4110rinut for that purpose fir wrahng by flee ch rifrnan or the president, and subiect to such &nn„lutalions as the chairman or the presidrard may pr'osoibe, shall appoint such al meys•in-facl, as. irtay, be necossary to act in behpaif of the Company ton" oke, exr.ctrfe„ seal, acknowledge and deliver as sordy any and all undertakings, bonds, recognizanoes and other surely obligations. Such <attof'neys-un-fact s ubfecl to the Ilmitatiors, set forth In Itieir respecfivo powers of attorney, shalt have fall dower to band the Company by their signature and exe mihon of any such r0run`Vents and to attacli therelo lbe seal of the Company. When so executed amnia instn ments shall be as tfindinay as If sdgnfnJ by lito pres�ideO and al:lcsted by the secretary. Certificate of Designation - The President of the Company, acting pursuant to the Byiauws of the Company, authorizes David M. Carey, Assistant Sectetaary to appoint suclli aaltorneys-hi- facd. as may be necessary to act on behalf cif the Comparay to make, execute, seat, acknc fledge and deliver as surely any and all undenakings„ bonds, moognizaaces and other surety obligations, Authorization - By unanhirous consw of the Compb uy,s Board of Directors, tae Company consents that facsimlte or met hasrlically reproduced signafifre of any assistant secr,atary of Company, wherever appeafin g upon as rert&d copy of any fnlawer of attorney issued by the Company is connection with surely bonds, shall be valid and bloating, upon the Company wilt's 1110 same force and effect as though manually aaf xc; d. d, Renee C. Llewellyn, the undersigned„ Assistanl Secretary, The Ohio Casualty Insurance Company, Libefty Mutual Insoran„vs Corafdpany„ and OlestArnethan insurance Conrpany do hereby 'ceafrty lbal: the origdtn l fwov r of allorney of wNch the foregoing is as lull uue and rurrect copy of the Power of Af orney executed by said Compantes, rs in full torce and effect and has not been revoked, IN TESTIMONY WHEREOF, I have Paeaeuntrtl seaniy hand andaffixed tyro setals of said Companies this C2�� day of... -......-- 2d... R u rtN r a f 1912 c r e 1991 By:Renee C imlrl ssfstarat Secreta 644 of 800 LMS, „128 73.,,, 022017 101091608 Washington Sch 74 Conversion operating rights list Vault # Address Station* Easement Description Size SW2 510 Washington Avenue Bremerton 100+29 RT35 15'x 10' 15'x10' Easemrnt for proposed switch. Vault number SW2 5/1/20151:12 PM 1 Operating rights Iist.xls