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HomeMy WebLinkAbout000527 Original Contract1. DURATION OF AGREEMENT 1.1 2. RESPONSIBILITY TRANSFORMER 999010 TEMPORARY USE AGREEMENT Agreement Number 120403 Transformer 999010 Agreement Number 120403 Page 1 City of Port Angeles Record 000527 This Agreement, made and entered into this b day of Mi44,10n7 2012, by and between Public Utility District No. 1 of ClaIlam County, a municipal corporation (hereinafter called the "District and City of Port Angeles, a Washington noncharter code city (hereinafter called the "City is for the temporary use of a 10 MVA, 67 KV -13.2 KV transformer. WHEREAS, the City owns electric distribution facilities served from their 2nd and Washington Substation, and the transformer serving the facilities is out -of- service due to storm damage; and WHEREAS, the District owns a 10 MVA, 67 KV 13.2 KV transformer (hereinafter called the "Transformer") suitable for use at voltages utilized by the City; and WHEREAS, the District has the resources in place to respond to the City's need for a backup transformer. NOW THEREFORE, it is agreed by and between the District and the City as follows: This Agreement shall become effective upon signature by all parties and shall continue in effect for a period of ten (10) months, unless it is terminated earlier pursuant to Section 5 of this Agreement. 2.1 The City shall be responsible for all costs associated with, and shall bear the risk of Toss of or damage to the Transformer during the City's mobilization and demobilization, transportation to and from the City, installation, and operation of the Transformer except to the extent any such loss or damage results from the District's sole negligence. 2.2 The District shall be responsible for providing engineering, technical, and manpower support as required and requested by the City for the duration of this Agreement, except that the City shall reimburse the District for time and materials expended by the District in support of the City's use of the Transformer. The District's costs shall be determined by actual cost plus overhead for material and the prevailing utility rate at the time of work for labor, equipment, vehicles and engineering. 3. USE OF TRANSFORMER 3.1 The City shall install, operate and maintain the Transformer in keeping with good utility practices. Installation and protection of the Transformer shall be approved by the District. "Good utility practices" as used herein shall be defined as any of the practices, methods, and acts engaged in, or approved by, a significant portion of the electric utility industry during the term of this Agreement; or, if there are no such practices, methods, and acts with respect to specific condition or circumstance, any of the practices, methods and acts that, in the exercise of reasonable judgment in light of the facts known at the time the decision was made, could have been expected to accomplish the desired result at a reasonable cost and consistent with good business practices, reliability, safety and expedition. Good utility practice is not intended to be limited to the optimum practice, method, or act, to the exclusion of all others, but rather to be acceptable practices, methods, or acts generally accepted in the industry. 3.2 The City shall be responsible for all connections to the Transformer, including high voltage and low voltage terminations, and all protection, control and indication wiring, except that the District shall install and remove the high voltage bushings before and after use. 3.3 The City shall notify the District Dispatcher when the City's distribution load is connected and disconnected to and from the Transformer. When the Transformer is connected to the City's distribution load, the City shall provide the District with estimated load factor and peak load information on a daily or weekly interval, as requested by the District. 4. PAYMENT 4.1 Payment of any costs incurred by the District pursuant to this Agreement is due within 30 days of the City's receipt of the District's invoice. Overdue payments will be subject to a penalty of one percent (1 per month of any unpaid amount. 5. TERMINATION 5.1 Either party may terminate this Agreement by providing the other party written notice of termination 30 days prior to the effective date of termination. All liabilities incurred during the term of this Agreement are preserved until satisfied. 5.2 Any violation of any condition of this Agreement shall immediately terminate this Agreement. All liabilities incurred during the term of this Agreement are preserved until satisfied. 6. LIABILITY AND MAINTENANCE 6.1 The District and the City shall exercise reasonable diligence consistent with good utility practices in the operation and maintenance of the Transformer. The City's use of the Transformer shall be subject to the right of the District to remove the Transformer from service for repairs, replacement, and maintenance, or in the event the District's own electric distribution requirements cannot be satisfied without the District's use of the Transformer. PROVIDED, the District shall not remove the Transformer from service without first notifying the City, and provided further that, insofar as practicable, the District shall schedule any removal from service in such a manner as not to interfere with Transformer 999010 Agreement Number 120403 Page 2 the City's use of the Transformer. 6.2 The City hereby grants the District access to the Transformer as may be necessary for the District to perform any inspections and maintenance obligations pursuant to this Agreement. 7. INSURANCE 7.1 The City, at its own expense, shall include the Transformer as an insured item under the City's insurance policies for the duration of this Agreement. The City's insurance policies shall provide a minimum of $225,000 coverage for the Transformer. 7.2 To the extent allowed by Washington State Law, the City's policy or policies of insurance providing coverage required under Section 7.1 above shall name the District as additional insured with a cross liability clause and provide that no cancellation or material changes in the policies shall become effective unless thirty (30) days prior notice of such cancellation or change shall be furnished to the District by registered mail. 8. THIRD -PARTY CLAIMS 8.1 Each party agrees to indemnify, defend, and hold harmless the other party from and against third -party claims for damages for personal injury or loss, including death, and property damage connected with the services performed by each party and arising out of the negligence of its employees, officers, and agents. This duty to indemnify, defend, and hold harmless shall not apply to liability for damages arising out of bodily injury to persons or damage to property caused by or resulting from the sole negligence of the indemnitee or its agents or employees. Each party's duty to indemnify, defend, and hold harmless the other for liability for damages arising out of bodily injury to persons or damage to property caused by or resulting from the concurrent negligence of both parties or their agents or employees shall apply only to the extent of negligence of the indemnitor or its agents or employees. Each party specifically and expressly waives any immunity that may be granted it under the Washington State Industrial Insurance Act, Title 51 RCW. Further, the indemnification obligation under this Agreement shall not be limited in any way by any limitation on benefits payable to or for any third party under the workers' compensation acts. The duty to defend, indemnify and hold harmless shall include personnel related costs, reasonable attorney fees, court costs and all other claim related expenses. The District and the City hereby certify that the terms and conditions of the foregoing indemnity provision are the subject of mutual negotiation by the parties and are specifically and expressly agreed to in consideration of the mutual benefits derived under the terms of this Agreement. This provision survives the termination of this Agreement. 9. ARBITRATION Transformer 999010 Agreement Number 120403 Page 3 9.1 Any dispute that arises out of the interpretation, performance, enforcement, or any other aspect of this Agreement shall be resolved by submitting the same to binding arbitration, which shall proceed according to the Washington arbitration act, Chapter 7.04A RCW, and shall be conducted within Clallam County, Washington; provided, however, that each party shall select a nominating person within ten (10) days of notice of the dispute from any party to the others. The District shall elect one nominating person, and the City shall elect one nominating person. The two nominating persons shall then meet and promptly select the arbitrator. If, within thirty (30) days of the notice of the dispute, the nominating persons do not select a person who agrees to serve as arbitrator, the arbitrator shall be selected by a Superior Court Judge of Clallam County. The parties shall require a written decision by the arbitrator as a condition of the selection of the arbitrator. The prevailing party as determined by the arbitrator shall be entitled to its reasonable attorney fees and costs associated with the arbitration. The parties shall share equally the cost of the arbitration proceeding. Venue for any action brought on the arbitration award, including enforcement of such award, shall be in the Superior Court of Clallam County, and such action shall be governed by application of the laws of the state of Washington. The prevailing party in any such action on the arbitration award shall be entitled to its reasonable attorney fees and costs associated with such action. ATTEST: Title: Dated: CITY OF PORT ANGELES, WASHINGTON By: PUBLIC UTILITY DISTRICT NO. 1 OF CLALLAM COUI(TY, WASHINGTON Transformer 999010 Agreement Number 120403 Page 4 By: J Title: 67S/COaD 064(4 D ated