GRANITE_VISTA_WEST_SLID_AGREEMENT (002).PDF
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STREET LIGHTING IMPROVEMENT DISTRICT AGREEMENT
BETWEEN
ARIZONA PUBLIC SERVICE COMPANY
AND
GRANITE VISTA WEST
STREET LIGHTING IMPROVEMENT DISTRICT
DocuSign Envelope ID: 4E9DE84D-E93D-41DE-99BD-D01F674E8606
1
STREET LIGHTING IMPROVEMENT DISTRICT AGREEMENT
BETWEEN
ARIZONA PUBLIC SERVICE COMPANY
AND
GRANITE VISTA WEST
STREET LIGHTING IMPROVEMENT DISTRICT
TABLE OF CONTENTS
1.
PARTIES................................................... 3
2.
RECITALS.................................................. 3
3.
DEFINITIONS............................................... 3
4.
STREET LIGHTING ENERGY TO BE PROVIDED BY APS; OWNERSHIP... 4
5.
RATE...................................................... 5
6.
TERM OF AGREEMENT......................................... 6
7.
BILLING,PAYMENT AND TAXES................................. 6
8.
MAPS & RECORDS............................................ 7
9.
UNCONTROLLABLE FORCES..................................... 7
10. NON-WAIVER................................................ 8
11. NOTICES................................................... 8
12. SEVERABILITY.............................................. 9
13. ASSIGNMENT................................................ 9
14. REGULATORY JURISDICTION.................................. 10
15. NO THIRD PARTY BENEFICIARIES............................. 10
16. GOVERNING LAW AND VENUE.................................. 10
17. SURVIVABILITY OF OBLIGATIONS AND LIABILITIES............. 11
18. PRECEDENCE............................................... 11
19. INDEMNIFICATION.......................................... 11
20. ENTIRE AGREEMENT......................................... 11
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21. EXECUTION AND EFFECTIVE DATE............................. 12
EXHIBIT A - RATE SCHEDULE E-58
EXHIBIT B – SCHEDULE 1 – TERMS AND CONDITIONS
FOR STANDARD OFFER AND DIRECT ACCESS
SERVICES
EXHIBIT C – SCHEDULE 5 – GUIDELINES FOR ELECTRIC
CURTAILMENT
DocuSign Envelope ID: 4E9DE84D-E93D-41DE-99BD-D01F674E8606
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STREET LIGHTING IMPROVEMENT DISTRICT AGREEMENT
BETWEEN
ARIZONA PUBLIC SERVICE COMPANY
AND
GRANITE VISTA WEST
STREET LIGHTING IMPROVEMENT DISTRICT
1.
PARTIES
The Parties to this Agreement are ARIZONA PUBLIC SERVICE
COMPANY, an Arizona corporation hereinafter referred to as
"APS" and GRANITE VISTA WEST STREET LIGHTING IMPROVEMENT
DISTRICT, hereinafter referred to as "District,” duly
established by Maricopa County under the authority of Title
48, Chapter 6, Article 1, Arizona Revised Statutes
(A.R.S.), 1956, as amended and subject to the limitations
of Sections 48-960 and 48-961.
2.
RECITALS
2.1 District desires to purchase and APS desires to
furnish Street Lighting Energy in those areas of District
in which APS provides electric service.
2.2 The Parties now wish to enter into this Agreement,
setting forth the mutual covenants, terms, and conditions
under which such Street Lighting Energy shall be provided.
3.
DEFINITIONS
When initially capitalized in this Agreement or
amendment(s) hereto, the following words or phrases shall
have the meanings specified:
ACC - Arizona Corporation Commission.
Agreement - This Street Lighting Improvement District
Agreement, including all referenced material, which forms
a contract amongst the Parties for purchasing energy for
Street Lighting.
Dawn - The time between full dark and sunrise when a
Photocontrol senses sufficient sunlight to turn off
streetlights.
Dusk - The time between sunset and full dark when a
Photocontrol senses the lack of sufficient sunlight and
turns on streetlights.
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Interest - The per annum rate compounded monthly quoted by
Citibank, N.A. as the prime interest rate quoted as of the
first day of each month in which payment is past due. In
the event such rate is no longer available, a rate will be
selected by APS that is based upon comparable information.
Normal Maintenance – work consisting of i) bulb
replacement, including group replacement ii) streetlight
head, arms, electric services protection fuses and photo
eye replacements, iii) streetlight ballast replacements,
iv) streetlight pole identification number replacement and
v) clearing of hazards caused by the knockdown of poles
and/or fixtures.
Photocontrol - A photoelectric cell which is designed to
turn streetlights on at Dusk and to turn streetlights off
at Dawn, which meets the light sensitivity standards
specified in American National Standards Institute
(ANSI)C136.10 Latest Edition.
Street Lighting Energy - All obligations provided by APS
pursuant to Section 4, STREET LIGHTING ENERGY TO BE
PROVIDED BY APS; OWNERSHIP.
4.
STREET LIGHTING ENERGY TO BE PROVIDED BY APS; OWNERSHIP
4.1 APS shall provide Street Lighting Energy to District
for all public street and park lighting facility locations,
within the APS electric distribution service area of
District, in accordance with the terms and conditions of
this Agreement and APS' Schedule 1 "Terms and Conditions
for Standard Offer and Direct Access Services” ("Schedule
1"), as filed with the ACC, which is subject to change and
is attached hereto in its current form as Exhibit B.
4.2 APS shall maintain the streetlight facilities as set
forth herein.
4.3 Operation of the streetlight facilities shall be from
Dusk to Dawn. Notwithstanding the foregoing, District
agrees that APS cannot guarantee that all of the
streetlight facilities will always operate as intended.
Therefore, it is understood and agreed that APS will be in
compliance with this Section 4.3 by performing streetlight
maintenance and repairs within the following time frames:
APS shall clear hazards associated with streetlight
facilities which have been knocked down within twenty-four
(24) hours after APS is notified of the knock down.
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APS shall use reasonable efforts to complete Normal
Maintenance within ten (10) work days after it receives
notification of the need for maintenance; however, if the
maintenance requires pole replacement, cable replacement or
cable repair, APS shall use reasonable efforts to complete
said pole replacement, cable replacement or cable repair
within twenty (20) work days after APS is notified of the
need for maintenance.
All references to streetlight facilities made in this
Agreement, unless stated otherwise, shall refer to
”standard facilities” as that term is used in Exhibit A.
4.4 The Street Lighting Energy supplied hereunder may be
interrupted or curtailed in accordance with APS' Schedule
No. 5 "Guidelines for Electric Curtailment," as filed with
the ACC, which is subject to change as provided by law and
which is attached hereto in its current form as Exhibit C.
APS shall not be liable to District for any damages
occasioned by electrical fluctuations, interruptions or
curtailment of Street Lighting Energy except where due to
APS' willful misconduct or gross negligence. APS may,
without incurring any liability therefor, suspend
District's Street Lighting Energy for periods reasonably
required to permit APS to accomplish repairs to or changes
in any of APS' facilities. To the extent practicable, APS
will provide reasonable advance notice to District of any
scheduled interruptions of Street Lighting Energy.
4.5 District and APS acknowledge and agree that the
Maricopa County Department of Transportation (MCDOT), and
not District or APS, has the authority and responsibility
for determining the reasonable level or amount of light to
be provided along the streets within District’s boundaries,
including the number, type, pole and arm length, and
location of streetlights installed, or to be installed.
All public street and park lighting facilities referenced
in this Agreement have been designed and constructed to
MCDOT standards by others, and conveyed to APS under a
separate contract with APS, and are now the property of
APS.
4.6 Any streetlighting facilities added within the
District subsequent to this agreement shall be approved by
MCDOT prior to installation and accounted for by APS on
their logs and maps as specified in Section 8 of this
Agreement.
5.
RATE
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5.1
The applicable rate and related provisions for Street
Lighting Energy sold to District shall be computed in
accordance with the “Investment By Other” option of Exhibit
A, unless and until changed as provided for in Section 14,
REGULATORY JURISDICTION. The rate specified in Exhibit A
shall be increased or decreased as provided in Section 14,
REGULATORY JURISDICTION.
5.2 The Parties agree that the rate set forth herein will
remain in effect until changed in accordance with Section
14, REGULATORY JURISDICTION or by the ACC. However, such
rate is subject to: a) adjustments monthly to reflect
applicable sales taxes and regulatory assessment to the
same extent as such adjustments apply to other APS retail
rate schedules on file with the ACC; and b)such changes in
the rate as may be authorized by the ACC from time to time.
6.
TERM OF AGREEMENT
The Street Lighting Energy shall commence upon issuance of
the Letter of Authorization from the Office of the
Superintendent of Streets and shall continue in full force
and effect for a period of five (5) years (the “Initial
Term”)and thereafter for subsequent five (5) year blocks
of time, on the same terms and conditions, unless either
Party gives the other Party written notice of its
intention to terminate given not less than ninety (90)
days prior to the intended termination date.
7.
BILLING,PAYMENT AND TAXES
7.1 APS shall invoice District monthly for Street Lighting
Energy rendered the previous month. Payment for such
Street Lighting Energy shall be made by District to APS on
or before the date specified in the invoices, which will be
not earlier than twenty (20) days after the billing date.
Invoices and payments pursuant to this Agreement shall be
sent to:
Arizona Public Service Company
P.O. Box 53920
Phoenix, AZ 85072-3920
GRANITE VISTA WEST STREET LIGHTING IMPROVEMENT DISTRICT
Office of Superintendent of Streets
2901 W. Durango Street
Phoenix, AZ 85009
Attention: Superintendent of Streets
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7.2 Notwithstanding the Terms and Conditions for Standard
Offer and Direct Access Services Exhibit B, all charges
unpaid when due shall bear Interest thereafter until the
past due charges, including Interest accrued thereon, are
paid in full.
7.3 Payment of the charges for Street Lighting Energy
shall include and first be applied to any past due charges,
including to the Interest thereon, and then to the current
monthly charges.
7.4 The charging of Interest and/or the failure of APS to
insist upon payment of any charges when due, whether or not
funds are available, shall not be construed to limit or
waive any rights or remedies available to APS for non-
payment of charges for Street Lighting Energy.
7.5 District shall pay any and all applicable sales tax,
transaction privilege tax or other tax assessed as the
result of APS providing services hereunder.
7.6 This Agreement is subject to A.R.S. Section 38-511.
8.
MAPS & RECORDS
APS shall supply District once each year, upon request,
with logs or maps showing street lighting facilities
subject to this Agreement which are in existence as of the
end of the previous year. The logs or maps shall indicate
the location, lamp rating, number by type and type of
standards and luminaries. APS’ records relating to the
streetlight facilities shall be available for District's
inspection at reasonable intervals during regular business
hours.
9.
UNCONTROLLABLE FORCES
9.1
An “Uncontrollable Force” shall mean any cause beyond
the control of the Party affected, including but not
restricted to failure of or threat of failure of
facilities, flood, earthquake, geohydrologic subsidence,
tornado, storm, fire, lightning, epidemic, war, riot, civil
disturbance or disobedience, labor dispute, unforeseen
labor or material shortage, sabotage, restraint by court
order or public authority (whether valid or invalid), and
inability to obtain or keep the necessary authorizations or
approvals from any governmental agency or authority, which
by exercise of due diligence it shall be unable to
overcome. It is the intent of the Parties that the
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foregoing examples shall not be used as a limitation on the
term "uncontrollable force" in interpreting or construing
this Agreement. Rather the Parties intend a liberal
interpretation of the term and accordingly intend that in
questions of assumption of risk or contingencies, whether
foreseen or not, the presumption shall be that risks not
explicitly assumed by a Party are not assumed by said Party
if, in fact, they are uncontrollable even with foresight.
9.2
In the event a Party, by reason of an Uncontrollable
Force, after diligent efforts to perform, is rendered
unable, wholly or in part to perform its obligations under
this Agreement (other than its obligation to pay money),
then upon said Party giving notice and particulars of such
Uncontrollable Force in writing to the other Parties
promptly after learning thereof, the obligations of said
Party so far as they are affected by such Uncontrollable
Force shall be suspended during the continuance of any
inability so caused but for no longer period and the
effects of such cause shall, so far as possible, be
remedied with all reasonable dispatch. However, nothing
contained herein shall be so construed as to require a
Party to settle any strike or labor dispute in which it may
be involved. The affected Party shall not be responsible
for its delay in performance under this Agreement during
delays caused by an Uncontrollable Force nor shall such
Uncontrollable Force give rise to a claim for damages or
constitute default, except for the obligation to make
payment for bills rendered pursuant to Section 7 BILLING,
PAYMENT AND TAXES.
10. NON-WAIVER
The failure of a Party to insist upon strict performance of
any of the provisions of this Agreement, or to exercise any
of the rights or remedies provided by this Agreement, or
any delay in the exercise of any of the rights or remedies,
shall not release a Party from any of the responsibilities
or obligations imposed by law or by this Agreement, and
shall not be deemed a waiver of any right of a Party to
insist upon strict performance of this Agreement.
11. NOTICES
Any notice, demand, or request, other than routine
operation and maintenance of street lighting facilities,
required or authorized by this Agreement shall be deemed
properly given if mailed, postage prepaid, or faxed to the
representative indicated below.
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The designations of the persons to be notified, or the
addresses of such persons, may be changed at any time by
similar notice.
Arizona Public Service Company
P.O. Box 53999
Phoenix, AZ 85072-3999
Mail Station: 3536
GRANITE VISTA WEST STREET LIGHTING IMPROVEMENT DISTRICT
Maricopa County
Office of Superintendent of Streets
2901 W. Durango Street
Phoenix, AZ 85009
FAX: (602) 506-3939
Attention: Superintendent of Streets
12. SEVERABILITY
In the event any covenant, condition, or provision of this
Agreement is held to be invalid by any court of competent
jurisdiction, the invalidity of any such covenant,
condition, or provision shall in no way effect any other
covenant, condition or provision of this Agreement;
provided that the invalidity of any such covenant,
condition, or provision shall not materially prejudice the
respective rights and obligations of a Party under this
Agreement.
13. ASSIGNMENT
A Party shall not assign its rights, nor delegate its
duties, or otherwise dispose of any right, title, or
interest in all or any part of this Agreement, or assign
any monies due or payable hereunder without the prior
written consent of the other Parties. Such consent shall
not be unreasonably withheld. Notwithstanding the
foregoing, a Party may, without the need for consent from
the other Parties, (a) transfer, pledge, or assign this
Agreement as security for any financing; (b) transfer,
assign or delegate this Agreement or its rights hereunder
or delegate or subcontract its obligations hereunder to an
affiliated entity, parent entity or subsidiary of such
Party, or (c) transfer, assign or delegate this Agreement
to any person or entity succeeding to all or substantially
all of the assets of such Party. To the extent a transfer
does not require consent, the transferring Party shall
provide prompt notice to the other Parties of the transfer
and the effective date thereof. Any transfer in violation
of this Section 13 shall be deemed null and void.
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14. REGULATORY JURISDICTION
14.1 Nothing in this Agreement is intended to limit the
ACC’s power to order recovery of any stranded costs or
system benefit charges determined to be attributable to the
District either prior to or after termination of this
Agreement, nor will this Agreement be considered a waiver
by APS of any right it may have to recover such costs to
the extent authorized or ordered by the ACC.
14.2 This Agreement shall become effective pursuant to the
laws of Arizona and the rules and regulations of the ACC
and shall continue in full force and effect for the term
hereof; subject, however, to the jurisdiction of the ACC
and A.R.S. Title 48, Chapter 6, Article 1.
14.3 Nothing contained herein shall be construed as
affecting in any way the right of APS to unilaterally make
application to the ACC for a change in electric service
rates and charges, classification of service, or any
provision, term, rule, regulation, condition or contract
relating thereto, under the Rules and Regulations of the
ACC.
15. NO THIRD PARTY BENEFICIARIES
APS acknowledges and represents that Section 13 of this
Agreement entitled, “ASSIGNMENT,” is not intended to and
does not create any claims, rights, remedies, or benefits
exercisable by any third party. District acknowledges and
represents that this Agreement is not intended to and does
not create any claims, rights, remedies, or benefits
exercisable by any third party and that neither APS nor
District undertakes any responsibility or obligation to any
third party by virtue of this Agreement, and neither shall
be liable to any third party by virtue of the nature,
location, quality or quantity of streetlights, or other
cause arising directly or indirectly out of this Agreement
or its performance by either Party.
16. GOVERNING LAW AND VENUE
This Agreement shall be governed, construed and enforced in
accordance with the substantive laws of the State of
Arizona. Any suit to enforce this Agreement shall be
brought in the Superior Court of Maricopa County.
17. SURVIVABILITY OF OBLIGATIONS AND LIABILITIES
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The covenants, representations, indemnifications, and
warranties of the Parties unless otherwise expressly
provided shall survive the expiration or termination of
this Agreement.
18. PRECEDENCE
18.1 Order of Precedence - In the event of conflict
between this Agreement and/or any referenced document, the
order of precedence shall be this Agreement followed by any
other referenced document, in the order in which they are
referenced.
18.2 Amended Documents - Any amendment shall have priority
over the document it amends, and any amended document shall
have the same precedence classification as stated in
Section 18.1.
19. INDEMNIFICATION
Notwithstanding anything to the contrary contained in this
agreement between the Parties hereto, each Party making a
covenant, agreement, representation or warranty in this
agreement shall indemnify and hold harmless the Party for
whose benefit such covenant, agreement, representation or
warranty is made, against any and all injury, loss, cost,
damage, or expense of any kind (including reasonable
attorney’s fees) resulting from any breach of any such
covenant, agreement, representation or warranty; provided
however that such injury, loss, cost, damage or expense is
not the result of negligence, willful misconduct or a
breach of this agreement by the Party to be indemnified.
20. ENTIRE AGREEMENT
This
agreement
shall
constitute
the
entire
agreement
between
the
Parties
and
shall
supersede
all
prior
contracts, proposals, representations, negotiations, or
letters pertaining to the subject matter of this agreement,
whether written or oral. The Parties shall not be bound by
or be liable for any statement, representation, promise,
inducement, or understanding of any kind not set forth in
this agreement and this agreement shall only be modified by
an amendment signed by both Parties. This agreement
includes all documents attached hereto or incorporated
herein by reference. Specifically included as part of this
agreement
and
attached
hereto
as
exhibits
are
the
following:
Exhibit A – Rate Schedule E-58
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Exhibit B - Schedule 1
Exhibit C - Schedule 5
21. EXECUTION AND EFFECTIVE DATE
Each Party to this Agreement hereby represents and warrants
that (i) it has full authority to enter this Agreement and
to perform all responsibilities and obligations thereunder
and that all necessary actions, if any, to authorize the
execution, delivery and performance of this Agreement have
been taken, (ii) the person executing this Agreement on its
behalf has been duly authorized to execute this Agreement,
and (iii) this Agreement constitutes legally binding and
enforceable obligations of such Party. This Agreement
shall be effective as of the day of _____________,
___________(the “Effective Date”).
ARIZONA PUBLIC SERVICE COMPANY
SIGNATURE
NAME
Please Type/Print
TITLE Director of Operations and Maintenance
DATE
"APS"
GRANITE VISTA WEST
STREET LIGHTING IMPROVEMENT DISTRICT
SIGNATURE
NAME
Please Type/Print
TITLE
Superintendent of Streets
DATE
"District"
DocuSign Envelope ID: 4E9DE84D-E93D-41DE-99BD-D01F674E8606
Alana Lewicki
11/16/2022
11/16/2022
Alana Lewicki
Jeff Spohn
11/17/2022
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MARICOPA COUNTY BOARD OF DIRECTORS
By
____________________________
Chairman, Board of Directors
GRANITE VISTA WEST
Street Lighting Improvement District
Date ____________________________
ATTEST:__________________________
Clerk of the Board
APPROVED AS TO FORM:
__________________________________
Deputy County Attorney
Maricopa County, Arizona
Date ____________________________
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STREET LIGHTING IMPROVEMENT DISTRICT AGREEMENT
BETWEEN
ARIZONA PUBLIC SERVICE COMPANY
AND
GRANITE VISTA WEST
STREET LIGHTING IMPROVEMENT DISTRICT
EXHIBIT A
RATE SCHEDULE E-58
DocuSign Envelope ID: 4E9DE84D-E93D-41DE-99BD-D01F674E8606
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STREET LIGHTING IMPROVEMENT DISTRICT AGREEMENT
BETWEEN
ARIZONA PUBLIC SERVICE COMPANY
AND
GRANITE VISTA WEST
STREET LIGHTING IMPROVEMENT DISTRICT
EXHIBIT B
SCHEDULE 1 – TERMS AND CONDITIONS FOR STANDARD OFFER AND DIRECT
ACCESS SERVICES
DocuSign Envelope ID: 4E9DE84D-E93D-41DE-99BD-D01F674E8606
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STREET LIGHTING IMPROVEMENT DISTRICT AGREEMENT
BETWEEN
ARIZONA PUBLIC SERVICE COMPANY
AND
GRANITE VISTA WEST
STREET LIGHTING IMPROVEMENT DISTRICT
EXHIBIT C
SCHEDULE 5 – GUIDELINES FOR ELECTRIC CURTAILMENT
DocuSign Envelope ID: 4E9DE84D-E93D-41DE-99BD-D01F674E8606