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16-010.00 Avista: Natural Gas Service Extension for City Hall • It9 -opo Avista Corp. East 1411 Mission Ave. 1aVISTA . Spokane,WA 99220 CUSTOMER COPY Natural Gas Service Agreement (Commercial Development WA/ID) Gas Service Agreement Date:Nov 29,2016 Expiration Date:May 28,2017 Work Order No.: 1001362822 GSA No.: 10996 This Natural Gas Service Extension Agreement("Agreement")is entered into between Avista Corporation,a Washington corporation("Avista"),and City of Spokane Valley("Customer")(sometimes,individually,a"Party",and collectively,the "Parties"). Background and Purpose.Customer wishes to have Avista extend natural gas distribution services to the real property described in Exhibit A hereto(the"Property"). The purpose of this Agreement is to set forth the scope and terms of that natural gas service extension,together with the respective obligations of the PartiesTherefore,the Parties agree as follows: • Section 1 Natural Gas Service Extension 1.1 Avista will extend natural gas service,including service piping and/or main extensions and all associated equipment and facilities("Natural Gas Service")to the Property. The extension of Natural Gas Service to the Property shall be in accordance with Avista's"Gas Extension Policy"(Schedule 151 for Washington, 152 for Idaho),as on file with the applicable state commission. 1.2 Avista will make every reasonable effort to commence the extension of Natural Gas Service to the Property within thirty(30) days of execution of this Agreement;provided,however,that Avista will not commence such an extension until Customer has complied with all requirements of this Agreement. 1.3 Avista shall retain ownership of the Natural Gas Service throughout the term of this Agreement and thereafter. Section 2 Compensation 2.1 Natural Gas Extension Costs Customer is responsible for,and shall pay,all costs associated with the Natural Gas Service line extension,as set forth in Schedule 151 (Washington)or 152(Idaho)("Customer's Extension Cost Obligation"),as well as all pre-construction obligations that may be applicable. An estimate of these costs are included in the attached Exhibit A. Customer shall make such payment in advance of the extension of the Natural Service. Thereafter, Customer may,during the term of this Agreement,be entitled to receive qualifying allowances and/or refunds as provided for applicable tariffs and determined by Avista in its sole discretion. 2.2 Pre-Construction Obligations 2.2.1 As a condition of commencing the extension of Natural Gas Service,Customer may be required to advance to the Company a sum equal to 12 minimum monthly payments for natural gas service. If Customer is required to make such an advance,said amount shall be applied as a credit to Customer's natural gas account for the 12 months beginning with the first meter reading after Natural Gas Service is made available. 2.2.2 In addition to the Natural Gas Service extension costs,Customer may be responsible for certain pre- construction obligations. In the event Customer is responsible for such pre-construction obligations, such cost responsibilities will be described in Exhibit A,attached hereto. This non-refundable cash payment must be made to Avista prior to the extension of the Natural Gas Service. Page 2 of 13 Avista Work Order No.: 1001362822 • Avista Corp. 111 r~��STA� East 1411 Mission Ave. Spokane,WA 99220 CUSTOMER COPY 2.2.3 If identified in Exhibit A, Customer shall be required to provide all trenching, Sch.40 yellow conduit, backfill,and padding as required to Avista specifications. At Avista's sole option, Sch.40 yellow conduit may be provided by Avista. The location of said trenching shall be the responsibility of the Customer. 2.2.4 Any work described in this Section or in Exhibit A and performed by Customer,or a third party on behalf of Customer,must meet Avista's specifications,pass Avista's inspection and be coordinated with Avista's scheduled work. Section 3 Customer's Responsibilities 3.1 Customer shall notify Avista in advance of the addition of any natural gas load in order to allow Avista adequate time to make any necessary modifications to the Natural Gas Service. In the event Customer fails to provide Avista with the required notice and Avista's facilities are damaged as a result of Customer's increased load,the expenses associated with the repair of any damaged facilities shall be Customer's sole responsibility. 3.2 By signing this Agreement, Customer authorizes Avista to proceed with any work necessary on the Property to accomplish the installation of the Natural Gas Service. This includes,without limitation,the right to remove or otherwise disturb improvements on the Property,including lawns, shrubs,landscaping,driveways and sidewalks,for the purpose of installing,maintaining or removing the Natural Gas Service,and without any obligation to restore or reimburse Customer for any resulting damages. 3.3 Customer acknowledges that,in the event Customer requests that Avista install the Natural Gas Service during adverse ground/construction conditions("Adverse Conditions"),including,without limitation, frozen ground due to winter weather,Customer will be responsible for the repair of landscaping and/or other costs resulting from installation during such Adverse Conditions,which costs are identified on Exhibit A. 3.4 Customer is required to notify Avista in any instance where Customer determines that construction or improvements on the Property may encroach on,or cross over,Avista's facilities prior to commencing said activities. All costs related to subsequent relocation of any Avista facilities necessitated by such encroachment shall be at Customer's sole cost. 3.5 Customer shall not sell,or permit others to use,Natural Gas Service except when expressly authorized to do so under an appropriate agreement with Avista. Section 4 Underground Locates Prior to performing any required excavating work in relation to this Agreement,Avista and/or Customer shall utilize the state-mandated one-call service to mark the location of other entities'underground utilities locations in the Development. When this Section is applicable Avista,Avista will notify Customer in advance of such excavation and make every reasonable effort to avoid or minimize any dislocation of improvements on the Property. However, Customer is responsible for identifying or exposing any underground facilities not located by Avista prior to Avista installing the Natural Gas Service. In the event Customer fails to identify or expose any underground facilities, Customer will be solely responsible for any damage caused to such facilities,including,but not limited to,the cost to repair such facilities. Page 3 of 13 Avista Work Order No.: 1001362822 • • Evista Corp. id111 VISTA East 1411 Mission Ave. Spokane,WA 99220 CUSTOMER COPY Section 5 Easements and access to Property Customer grants Avista a perpetual right of ingress,egress and access over and across the Property to install,operate, inspect,replace and maintain the Natural Gas Service. Upon request by Avista,Customer shall grant,convey and warrant to Avista a perpetual,non-exclusive easement on, over,under,along and across the Property that ensures Avista's right to construct,reconstruct,operate,maintain,upgrade,repair,remove,relocate and replace the Natural Gas Service and all related appurtenances. Such easement shall be in a form satisfactory to Avista and at no cost to Avista. In the event Avista is required to secure any additional easements or permits in order to install or maintain the Natural Gas Service under this Agreement,Customer shall reimburse Avista for the actual costs applicable for securing such easements and permits. Section 6 Mutual Indemnification Each Party shall indemnify and defend the other Party,their directors,officers,employees and agents(collectively, "Indemnitees")from all claims,demands,suits losses,costs,and damages of every kind or nature,including attorney's fees(collectively,a"Loss")resulting from,arising out of,or in any way connected with any willful misconduct or negligence by the indemnifying Party. In the event that any such Loss is caused by the negligence of both Parties,the Loss will be borne by the Parties in proportion that their respective negligence bears to the total negligence causing the Loss. Section 7 Party Representatives and Notices 7.1 Avista's Representative,Rick Berger,will be the point of contact for Avista in all matters requiring Avista's approval under this Agreement. All notices,demands,requests,or other communications under this Agreement must be in writing and sent by 7.2 mail(postage prepaid),or delivered to the other Party either electronically or by a recognized commercial courier,addressed as set forth in Exhibit A. Such notices,demands,requests and other communications will be deemed given as of the date delivered,or, if sent electronically or by mail,upon receipt. Section 8 Miscellaneous Provisions 8.1 Natural Gas Service.Any receipt and use of natural gas service shall be expressly conditioned upon,and subject to,the applicable Tariffs,as on file with the applicable state commission. 8.2 Entire Agreement.This is the entire Agreement between the Parties with respect to the subject matter hereof.No other understandings,oral or otherwise,regarding the subject matter of this Agreement will bind the signatories to this Agreement unless agreed to by both Parties in writing. 8.3 Assignment by Developer.Developer shall not assign this Agreement,or any right or interest contained herein, without the prior written consent of Avista.Assignment without Avista's prior written consent will be voidable at Avista's sole option.No such Assignment,with or without Avista's prior written consent,will relieve Developer from its responsibilities under this Agreement. 8.4 Survival. Any provision of this Agreement which may reasonably be interpreted or construed as surviving the completion,termination,or cancellation of this Agreement will survive the completion,termination,or cancellation of this Agreement. 8.5 Severability.The invalidity or unenforceability of any provision of the Agreement will not affect any other provisions;the Agreement will be construed in all respects as if such invalid or unenforceable provisions were omitted. 8.6 Amendments/Modifications.Any amendment or modification to the provisions of this Agreement will not be effective unless made by written amendment executed by both Parties. Page 4 of 13 Avista Work Order No.: 1001362822 • Avista Corp. East 1411 Mission Ave. TSTA Spokane,WA 99220 CUSTOMER COPY 8.7 Third Party Beneficiaries.Nothing in this Agreement is intended to confer any right or benefit on a person or entity not a Party to this Agreement,or impose any obligations of either Party to the Agreement on persons or entities not a Party to this Agreement. 8.8 Waiver of Provisions. The failure of a Party to insist upon or enforce performance of any of the provisions or to exercise any rights under the Agreement will not be construed as a waiver or relinquishment to any extent of its right to assert or rely upon any such provisions or rights in that or any other instance;rather,the same will be and remain in full force and effect. 8.9 Negotiation of Agreement.This Agreement, and each of the terms and provisions hereof,are deemed to have been explicitly negotiated,and the language in all parts of this Agreement shall,in all cases,be construed according to their fair meaning and not strictly for or against either Party. 8.10 Governing Law,Venue,and Attorney's Fees. This Agreement will be construed and interpreted in accordance with the laws of the State in which the Development is located,excluding any choice of law rules.In the event of any action to enforce or interpret this Agreement,the prevailing party shall be entitled to an award of its reasonable costs and attorney's fees. This Agreement has been signed by each Party's authorized representative on the date(s)set forth below. Check# Or Other: Amount: $0.00 Avista Corporation City of Spokane Valley Pak, eatkititt,\-- (Signature) (Signature) I/ n Rick Berger /�,rK l Itou (Printed Name) (Printed Name) Customer Project Coordinator 1-y' klan per' (Title) (Title) 12-1y- I(ozs7Z0l6 (Date Signed) (Date Sig ed) Page 5 of 13 Avista Work Order No.: 1001362822 S EXHIBIT(A) CUSTOMER COPY Bill Type:C.I.A.0 L CUSTOMER INFORMATION CUSTOMER,who is a(n):AGENT Name: City of Spokane Valley Mailing Address: Phone Number: (509)443-0252 II.JOB INFORMATION LOCATED AT: 10210 E SPRAGUE AVE Name of Plat: or Legal Description: or Location: SPOKANE Construction contribution Scale III.CONSTRUCTION CONTRIBUTIONS CONSTRUCTION CONTRIBUTIONS CUSTOMER NAME: City of Spokane Valley WORK ORDER# 1001362822 MAILING ADDRESS GSA GSA Type Length Rate Per Ft Fixed Rate Totals Bell Hole-Dirt 0 $0.00 $267.80 $267.80 Customer Ditch 2 70 $4.64 $0.00 $324.80 Meter Set 0 $0.00 $150.00 $150.00 Missile 12 $12.36 $0.00 $148.32 Permit 0 $0.00 $110.00 $110.00 Service Tap-Steel 0 $0.00 $131.02 $131.02 GSA-Total TOTAL CONSTRUCTION COSTS $1,131.94 TOTAL CREDITS $1,131.94 NET CUSTOMER COST $0.00 These costs are effective through May 28,2017,provided that the scope and character of the work do not change. Additional exceptional costs encountered during construction and/or changes requested by the customer will be borne by the customer.The maximum amount available for refund per the W.U.T.C.or I.P.U.0 Schedule 151 is Maxrefund. Page 6 of 13 Run Date:Nov 29,2016 • S EXHIBIT(A) CUSTOMER COPY IV. SPECIAL PROVISIONS Customer's Responsibilities UNLESS SPECIFIED BELOW IN SECTION V,CUSTOMER WILL BE RESPONSIBLE FOR THE FOLLOWING CONDITIONS: 1.1 Customer warrants that,prior to the start of construction, the grading is or will be within six inches (6") of final grade. The cost of future changes to Avista's gas facilities to accommodate location or grade changes will be borne by Customer. 1.2 Customer shall not make any changes in location of structures, streets, driveways, sidewalks, alleys or other paved areas shown in any drawings (incorporated into this Agreement by this reference)prepared in anticipation of the work applicable under the Agreement,nor pave any such areas until Avista has installed any necessary underground facilities. 1.3 Customer shall be responsible for complying with all final compaction requirements and codes. V.EXCEPTIONS NOTES: CONTRACT TO INSTALL GAS SERVICE TO NEW CITY HALL BUILDING AT AGREED UPON LOCATION. GSA#: 10996 Page 7 of 13 Run Date: Nov 29,2016