Snohomish County Public Utility District No. 1

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Customer Service (M-F 8a-5:30p): 425-783-1000

Adjustments, Terms & Conditions of Service, and Limitations of Liability

Schedule 82

APPLICABILITY
This schedule shall apply to other PUD rate schedules as described below. 

POWER FACTOR ADJUSTMENT
This adjustment shall apply, at the PUD's option, to all rate schedules with demand charge provisions. The measured demand shall be increased by one percentage point for each one hundredth (0.01) of a unit by which the average power factor is less than 0.97.

The formula for determining average power factor is as follows:

Average Power Factor =  ________________________________________
                       kWh Divided By √(kWh)2 + (Reactive Kilovolt Ampere Hours)2
(Note: kWh = Kilowatt Hours)

The meter for measurement of Reactive Kilovolt Ampere hours will be ratcheted to prevent reverse registration. The billing demand shall be the measured demand as adjusted by this power factor adjustment.

PRIMARY OWNERSHIP DISCOUNT
Customers on Rate Schedule 20 - General Service – Medium Load, Rate Schedule 24 – Time of Use General Service, and Rate Schedule 25 – General Service – Small Load who receive service at the PUD's primary voltage level, own or lease, and maintain the distribution system (transformers may be leased) beyond the PUD's point of delivery, and enter into an agreement with the PUD, may receive a five percent primary ownership discount on their total bill.

REDUNDANT DISTRIBUTION CAPACITY
Customers who receive service under Rate Schedule 20 – General Service – Medium Load, Rate Schedule 24 – Time of Use General Service, and Rate Schedule 25 – General Service – Small Load and who enter into an agreement with the PUD may obtain redundant distribution capacity to serve their connected load. Redundant distribution capacity is a delivery service that provides capacity from an alternate path for delivery of electrical power. Redundant distribution capacity does not provide standby electrical power to backup customer-owned generation or other electrical power not provided by the PUD. It also does not guarantee uninterrupted electrical service. The PUD may provide such redundant distribution capacity if in the PUD’s sole judgment such capacity can be reserved for the requesting customer without adversely impacting other customers, system operations, system reliability and safety.

The following monthly rates apply:

  • Redundant Distribution Capacity Delivered at Secondary Voltage
     $1.23 per kW Connected Load per month.
  • Redundant Distribution Capacity Delivered at Primary Voltage
     $1.18 per kW Connected Load per month.

In addition, a customer requesting this service may also be subject to charges under the PUD’s Line Extension Policy and be required to reimburse the PUD for other costs incurred in establishing the requested redundant distribution capacity.

HAT ISLAND SUBMARINE CABLE CHARGE
Hat Island is an island currently served by the PUD through a 3-mile long submarine cable. In order to partially fund a reserve account for submarine cable replacement, Hat Island customers will be charged:

  • A flat fee of $0.65 per day

Beginning January 1, 2014, and on that date’s anniversaries, by administrative action the Hat Island cable replacement charge will be escalated by 3% to account for expected inflation in submarine cable construction costs. The charge will be reviewed periodically to account for changes in the number of electric customers served on Hat Island. This charge is in addition to all other charges on each Hat Island customer’s current rate schedule. Minimum bill customers will pay the minimum bill plus the cable charge. The charge cannot be reduced by customer discounts, BPA Residential Exchange Credits or net metering credits.

TERMS AND CONDITIONS OF SERVICE; LIMITATIONS OF LIABILITY

(A) PAYMENTS

(i) Invoices. Promptly after the end of each calendar month during the Term, or, at the PUD’s option, at the end of every other calendar month, the PUD will submit to the Customer an invoice for the amount due, at the applicable Rates, including applicable taxes and Penalty Amounts, from the Customer to the PUD for the Electric Power delivered to the Customer during such month, or the most recent period for which meter data is available, as computed from meter readings recorded by the PUD. Each such invoice will set forth the amount of Electric Power delivered in the applicable month, the Rate or Rates applicable thereto, and the amount due. The invoice shall be delivered to the address set forth in Notices provision of the Customer Contract, if any, or to the address specified in the Customer’s account with the PUD.

(ii) Payment of Invoice Amounts. The amounts due under any invoice of the PUD will be paid by the Customer, in accordance with the provisions of the Customer Service Documents, within 25 days after the date of receipt of such invoice. Any such amounts remaining unpaid after the expiration of such period will bear interest, from the 26th day after receipt of the applicable invoice until paid in full to the PUD, at a rate equal to the lesser of (i) 125 percent of the then-current prime rate of at least 75 percent of the 30 largest banks in the United States, as published in The Wall Street Journal, or (ii) the highest rate allowed by law. The Customer will not be entitled, for any reason whatsoever, to withhold payment of all or any portion of the amount due under any invoice of the PUD. In the event that the Customer disputes all or any portion of any invoice of the PUD, the Customer will nonetheless pay the entire amount due under such invoice on or before the applicable payment due date, and any amount which may subsequently be determined (whether by agreement or otherwise) not to have been properly due from the Customer will promptly thereafter be refunded by the PUD to the Customer, with interest thereon at the rate provided above from the date on which such amount was paid by the Customer until the date of such refund.

(iii) PUD Account. Payment by the Customer of the amount due under any invoice of the PUD will be made by electronic funds transfer, Customer check, or other means acceptable to the PUD, sent by first-class mail to such account as is designated by the PUD in accordance with the notice provisions of the Customer Contract, if any, or sent by first-class mail or delivered by hand to the address specified in the PUD’s invoice. The PUD may change such account from time to time and at any time by appropriate notice to the Customer.

(iv) Special Undertakings by the PUD. In the event that, for the purpose of providing requested service to the Customer, the PUD, with the prior approval of the Customer, enters into any separate or special obligation or undertaking on behalf of the Customer, including any special conditions of service set forth in the Customer Contract, the PUD and the Customer will agree on the amount of any separate rates, charges or contributions which may be payable by the Customer for or in connection therewith prior to initiation of service by the PUD.

(B) FACILITIES AND EQUIPMENT

(i) Ownership and Control of Facilities. The PUD will install, own, maintain and control all equipment and facilities for the distribution and delivery of Electric Power to the Customer, including but not limited to the metering equipment and facilities, that is located on the PUD side of the Point of Delivery (the “PUD’s Facilities”), and the Customer will install, maintain and control all electrical equipment and facilities owned or controlled by the Customer on the Customer side of the Point of Delivery (“Customer’s Facilities”).

(ii) Maintenance of the Customer’s Facilities. The Customer shall maintain the Customer’s Facilities in proper and safe working order, and in compliance with any and all applicable national, state and local electrical codes and standards. The PUD will, upon reasonable advance notice to the Customer, and subject to the Customer’s safety and security rules and regulations, be entitled to inspect all or any portion of the Customer’s Facilities at any time and from time to time during the Term; provided, however, that, without in any way limiting the foregoing, the Customer acknowledges and agrees that the PUD will not at any time have any obligation to inspect the Customer’s Facilities (or any portion thereof). Any inspection by the PUD will be for the limited purpose of determining that the Customer’s Facilities are compatible with the PUD’s Facilities and will not be made to determine whether the Customer’s Facilities are installed and/or being operated as required by law, specifically including any electrical, safety or building code. Inspection by the PUD will not establish or imply any duty on the part of the PUD to discover or report any code violations or the existence of hazards of any nature.

(iii) Customer Impairment of PUD Service. The Customer agrees to operate the Customer’s Facilities in such a manner as not to impair the electric service rendered by the PUD to any other customers of the PUD. In the event that the PUD reasonably determines that the Customer’s use of its electric equipment and facilities in any manner impairs the PUD’s electric service to any other customers of the PUD, the Customer will promptly after notice thereof from the PUD take such measures as are necessary to remedy such impairment, including but not limited to the installation of proper corrective apparatus.

(iv) PUD Disconnect Rights. In the event that, in the judgment of the PUD, any violation by the Customer of Sections (5)(B)(ii-iii) of this Schedule 82 or any other provision of the Customer Service Documents creates an emergency condition that threatens any person or property, including but not limited to the integrity of the PUD’s electrical distribution system or any of the PUD’s Facilities, or impairs the PUD’s electric service to any other customers of the PUD, the PUD may, at its sole option, without any liability whatsoever to the Customer or any other person and without waiving any other right which it may have under the Customer Contract or applicable law, disconnect electrical service to the Customer’s Premises until such condition has been remedied to the satisfaction of the PUD.

(v) No Dedication of Facilities. No undertaking by the Customer or the PUD under or pursuant to any provision of the Customer Service Documents will constitute or be deemed to constitute a dedication of all or any portion of the electrical system of either the PUD or the Customer to the other or to the public.

(C) PUD ACCESS AND EASEMENT RIGHTS

The Customer shall grant to the PUD any and all easements, entry and access rights and rights of way, including but not limited to any and all utility easements, which the PUD may deem necessary or appropriate for the transmission and delivery of electricity to the Point of Delivery, and for the purposes of installation, repair, inspection, maintenance, removal or improvement of the PUD’s Facilities for service to Customer’s Premises. The Customer agrees to provide suitable space and facilities at the Customer’s Premises for the installation of the PUD’s electricity meters and associated equipment, and hereby grants to the PUD all rights of access to and entry upon the Customer’s property which the PUD may deem necessary or appropriate for purposes of reading, inspection, maintenance, repair or removal of such meters and associated equipment. Upon the expiration or termination of the service for any reason, the PUD will be entitled to remove any and all of the PUD’s Facilities from the Customer’s Premises. The Customer agrees to prepare, execute, acknowledge and record any and all instruments and agreements, including grants of easements, which the PUD may deem necessary or appropriate to confirm and better assure provisions of this section.

(D) FORCE MAJEURE

(i) Suspension of Obligations. Neither Party will be liable to the other for, or be considered to be in breach of or in default under the Customer Service Documents because of, any failure or delay in performance by such Party under the Customer Service Documents to the extent such failure or delay is caused by or results from any cause or condition which is beyond such Party’s reasonable control, or which such Party is unable to prevent or overcome by exercise of reasonable diligence (any such cause or condition, a “Force Majeure”), including but not limited to: failure or threat of failure of facilities or equipment; fire, lightning, flood, earthquake, volcanic activity, wind, drought, storm and other natural disasters or acts of the elements; court order and act, or failure to act, of civil, military or governmental authority; strike, lockout and other labor dispute; epidemic, riot, insurrection, sabotage, cyber-attack, war and other civil disturbance or disobedience; labor or material shortage; failure of supply to the PUD of Electric Power which the PUD intended to use in its service to the Customer; and electric disturbance originating in, transmitted through, or otherwise affecting the PUD’s electric facilities or any electric facilities with which the PUD’s facilities are interconnected.

(ii) Notice; Required Efforts to Resume Performance. Except where the PUD is responding to an outage caused by a storm, accident, or electrical disturbance or disruption, any Party claiming Force Majeure will give the other Party maximum practicable advance notice of any failure or delay resulting from a Force Majeure, and will use its reasonable best efforts to overcome the Force Majeure and to resume performance as soon as possible; provided, however, that nothing in the Customer Service Documents will be construed to require either Party to settle any strike or labor dispute in which it may be involved.

(iii) No Excuse of Payment Obligations. Notwithstanding any other provision of the Customer Service Documents, in no event will a Force Majeure excuse a Party’s failure or delay to pay any amounts due and owing to the other Party under or pursuant to the Customer Service Documents.

(E) SERVICE INTERRUPTIONS AND SUSPENSIONS

(i) Customer Responsible for Protective Equipment. The PUD will use reasonable diligence to provide uninterrupted service to the Customer. However, the Customer will be responsible for installing any and all electrical protection equipment, such as back-up generators, surge protection devices, fusing, circuit breakers, relay protection controls and single phase protection (including but not limited to suitable protective apparatus on all motor installations to protect against single phasing of three-phase motors), that may be necessary or appropriate to prevent damage from reasonably foreseeable potential electrical disturbances such as reduced voltage, loss of service, over voltage, loss of phase wire and short circuit faults.

(ii) Notwithstanding any other provision of the Customer Service Documents, neither the PUD nor any electric utility or federal power marketing agency with which the PUD is interconnected will be in breach of or default under the Customer Service Documents, or have any responsibility or liability whatsoever to the Customer or any other person under the Customer Service Documents or otherwise, for or in connection with any service interruption, suspension, curtailment or fluctuation or disturbance of electric energy originating outside and passing through the electrical system of the PUD, whatever the cause, or any service interruption, suspension, curtailment or fluctuation or disturbance of electric energy originating inside the electrical system of the PUD caused by or resulting from any cause other than the gross negligence or willful misconduct of the PUD. The Customer hereby waives, and releases the PUD and its Commissioners, officers, employees and agents and each of the heirs, personal representatives, successors and assigns of any of the foregoing from, any and all liabilities, losses, claims, damages, costs, expenses, demands, fines, judgments and penalties in any manner caused by, resulting from or arising out of or in connection with any service interruption, suspension, curtailment or fluctuation or disturbance of electrical energy originating in, or passing through, or in parallel with, or intended for delivery to, the electrical system of the PUD, except to the extent (and only to the extent) that such interruption, suspension, curtailment, fluctuation or disturbance originated inside the electrical system of the PUD and was caused by the gross negligence or willful misconduct of the PUD. Notwithstanding any other provision of the Customer Service Documents, in no event will the liability of the PUD or its Commissioners, officers, employees and agents or any of the heirs, personal representatives, successors and assigns of any of the foregoing for any interruption, suspension, curtailment, fluctuation or disturbance originating inside the electrical system of the PUD and caused by the gross negligence or willful misconduct of the PUD exceed, in the aggregate, the aggregate amount paid by the Customer to the PUD for and with respect to Electric Power purchased from the PUD under the Customer Contract during the six months immediately preceding such interruption, suspension, curtailment, fluctuation or disturbance. Without in any way limiting the foregoing, in the event that any service interruption, suspension, curtailment or fluctuation or disturbance of electric energy extends for a period in excess of 24 continuous hours, the PUD will reduce the Minimum Charge for such month on a pro rata basis in proportion to the length of such service interruption, suspension, curtailment or fluctuation or disturbance of electric energy.

(iii) Emergency Interruptions. The PUD will have the right, at any time during the Term, without any liability whatsoever to the Customer or any other person, to interrupt, suspend or curtail service to the Customer in the event that the PUD determines that a failure to do so may endanger any person or property, or is otherwise contrary to prudent utility practice as such term is used in the electric utility industry at the time of such interruption, suspension or curtailment. The PUD will give the Customer the maximum practicable advance notice of any such action, and will resume service to the Customer as soon as possible after the condition giving rise to the endangerment to person or property or the violation of prudent utility practice, as applicable, is resolved.

(F) INDEMNIFICATION

(i) Indemnification by Customer. Except as otherwise provided in the Customer Service Documents, the Customer hereby indemnifies and agrees to hold harmless and release the PUD and each and all of its Commissioners, officers, employees and agents and each of the heirs, personal representatives, successors and assigns of any of the foregoing from and against any and all liabilities, losses, claims, damages, costs, demands, fines, judgments and penalties, together with reasonable attorneys’ fees and out-of-pocket expenses incurred in connection with any of the foregoing (“Covered Liabilities”) caused by, resulting from, or arising out of or in connection with (i) any of the Customer’s Facilities or any other facilities or equipment of the Customer, (ii) any negligence or intentional misconduct of the Customer or any of its officers, employees, agents, contractors or subcontractors, or (iii) any failure of the Customer duly to perform or observe any term, provision, covenant, agreement or condition hereunder to be performed or observed by or on behalf of the Customer. In any and all claims against the PUD by any employee of the Customer, the indemnification and hold harmless obligation herein will not be limited in any way by any limitation on the amount or type of damages, compensation, or benefits payable by or for the Customer under workers compensation acts, disability benefit acts, or other employee benefit acts; and the Customer hereby specifically and expressly waives the immunity of the Customer under such acts; provided, however, that the Customer’s waiver of immunity by the provisions of this section extends only to claims against the PUD by or on behalf of the an employee of the Customer, and does not include, or extend to, any claims by the Customer’s employees directly against the Customer.

(ii) Indemnification by PUD. Except as otherwise provided in the Customer Service Documents, the PUD hereby indemnifies and agrees to hold harmless and release the Customer and its directors, officers, employees and agents and each of the heirs, personal representatives, successors and assigns of any of the foregoing from and against any and all Covered Liabilities caused by, resulting from, or arising out of or in connection with (i) any of the PUD’s Facilities, (ii) any negligence or intentional misconduct of the PUD or any of its officers, employees, agents, contractors or subcontractors, or (iii) any failure of the PUD duly to perform or observe any term, provision, covenant, agreement or condition hereunder to be performed or observed by or on behalf of the PUD. In any and all claims against the Customer by any employee of the PUD, the indemnification and hold harmless obligation herein will not be limited in any way by any limitation on the amount or type of damages, compensation, or benefits payable by or for the PUD under workers compensation acts, disability benefit acts, or other employee benefit acts; and the PUD hereby specifically and expressly waives the immunity of the PUD under such acts; provided, however, that the PUD’s waiver of immunity by the provisions of this section extends only to claims against the Customer by or on behalf of employees of the PUD, and does not include, or extend to, any claims by the PUD’s employees directly against the PUD.

(G) LIMITATION ON LIABILITY.

Notwithstanding any other provision of the Customer Service Documents, neither the Customer nor the PUD will be liable under or pursuant to the Customer Service Documents for indirect, incidental, special, exemplary, punitive or consequential damages, including but not limited to damages for lost profits, revenues or benefits, loss of use of property, cost of capital, cost of purchased or replacement power or (except only as and to the extent otherwise expressly provided in a Customer Contract) claims for service interruption, even if such Party has been advised of the possibility or existence of such damages.

(H) DEFAULT AND TERMINATION.

(i) Default by the Customer. If any of the following events will occur:

(a) Material breach or material default by the Customer in the performance of any term, condition, covenant or agreement of the Customer Service Documents to be performed by the Customer, which breach or default: (i) if reasonably capable of being cured within 30 days, is not cured within 30 days after notice to the Customer from the PUD; or (ii) if not so capable of being cured within such 30-day period, the Customer does not commence to cure within such 30-day period or does not diligently proceed thereafter to cure with reasonable promptness; or

(b) A repeated failure or refusal by the Customer to perform, substantially in accordance with the Customer Service Documents, any or all of its obligations under the Customer Service Documents, thereby committing a material breach which substantially impairs the value of the Customer Contract to the PUD, which failure or refusal recurs after notice to the Customer from the PUD that such material breach will, if repeated, constitute a default entitling the PUD to terminate the Customer Contract; or

(c) The institution against the Customer of any proceeding seeking to adjudicate the Customer as a bankrupt or insolvent, or the making by the Customer of a general assignment for the benefit of its creditors, or the appointment of a receiver on account of the insolvency of the Customer, or the filing by or against the Customer of a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding up, composition, or readjustment of debts and, in the case of any such proceeding instituted against (but not by) the Customer, such proceeding is not dismissed within 60 days after such filing and notice to the Customer from the PUD;

then, in such event, the PUD will be entitled, at its sole option, and without prejudice to any other rights or remedies available to the PUD under the Customer Service Documents or applicable law, to terminate the Customer Service Documents and each and all of its obligations thereunder, effective immediately upon notice to the Customer, without liability to the PUD or any other person, except as otherwise expressly provided in this section.

(ii) Default by the PUD. If any of the following events will occur:

(a) Material breach or material default by the PUD in the performance of any term, condition, covenant or agreement of the Customer Service Documents to be performed by the PUD, which breach or default: (i) if reasonably capable of being cured within 30 days, is not cured within 30 days after notice to the PUD from the Customer; or (ii) if not so capable of being cured within such 30-day period, the PUD does not commence to cure within such 30-day period or does not diligently proceed thereafter to cure with reasonable promptness; or

(b) A repeated failure or refusal by the PUD to perform, substantially in accordance with the Customer Service Documents, any or all of its obligations under the Customer Service Documents, thereby committing a material breach which substantially impairs the value of the Customer Contract to the Customer, which failure or refusal recurs after notice to the PUD from the Customer that such material breach will, if repeated, constitute a default entitling the Customer to terminate the Customer Contract.

then, in such event, the Customer will be entitled, at its sole option, and without prejudice to any other rights or remedies available to the Customer under the Customer Service Documents or applicable law, to terminate the Customer Service Documents (as they apply to Customer) and each and all of its obligations thereunder, effective immediately upon notice to the PUD, without liability to the Customer or any other person, except as otherwise expressly provided in this section.

(iii) Provisions Exclusive for Termination for Breach. This Section (5)(H) provides the exclusive means to terminate the Customer Service Documents for breach absent agreement between the Parties; provided, however, that without in any way limiting the foregoing, nothing in this section will preclude or limit any other remedy which a Party may have at law or in equity for breach by the other Party.

TAXES

(A) Taxes. In addition to the Rates payable by the Customer hereunder for Electric Power, the Customer will pay all taxes, which are applicable for or with respect to such purchase of Electric Power, at the applicable rates.

(B) Tax Increases or Surcharges. In the event that federal or state regulatory changes during the Term result in an increase in any taxes or surcharges payable by the PUD for or with respect to sales of Electric Power or other services provided under or in connection with the Customer Contract, the PUD will, in accordance with any and all requirements of applicable law and of the applicable policies and procedures of the PUD, and effective upon notice to the Customer, be entitled to increase the Rates payable by the Customer hereunder by an amount which the PUD determines on a fair and nondiscriminatory basis to be the amount of such increased taxes or surcharges attributable to such sales or services under or in connection with the Customer Contract.

EFFICIENT USE OF ENERGY
The Customer will consider installing cost-effective energy efficiency measures and will consider buying cost-effective energy efficient equipment when purchasing new equipment or replacing existing equipment. The PUD will offer suggestions for efficient energy use and inform the Customer of financial and technical assistance available through PUD programs for energy conservation and efficiency purposes.

DEFINITIONS
For purposes of any applicable Rate Schedule and any Customer Contract, the terms set out below are defined as follows:

1.1. Commission means the PUD’s elected Board of Commissioners.

1.2 Customer Service Documents means the documents defining the terms and conditions of the PUD’s provision of Electric Power to the Customer, comprising the Schedules, the Regulations, the Customer Contract, if any, and any other contract agreed to between the PUD and the Customer setting forth the terms and conditions of any special condition of service or undertaking (such as redundant delivery points) related to provision of Electric Power by the PUD to the Customer, provided that, contracts related to the provision of energy conservation services, demand response services, customer-owned generation, and leasing of transformers and other electrical equipment shall not be included in the definition of Customer Service Documents.

1.3 Electric Power means electric energy and capacity.

1.4.Point of Deliverymeans: (a) the Point of Delivery identified in the Customer Contract, if any; (b) if no Customer Contract is in place, the Point of Delivery as defined in the Customer Service Regulations; and, (c) if no Customer Contract is in place and the Customer belongs to a class for which no definition appears in the Customer Service Regulations, the Point of Delivery shall be the Customer side of the PUD’s meter used to serve the Customer (it being understood that the PUD owns the meter and associated equipment).

1.5 Rates, if not otherwise defined in the Customer Contract, mean at any given time, the then-current rates and charges, as set forth in the Rate Schedule applicable to power purchasers in the Customer’s class, as they may be amended from time to time and at any time by the PUD’s Board of Commissioners (the “Commission”), payable by the Customer for Electric Power and related services under this Contract.

1.6. Regulations means the PUD’s Customer Service Regulations for Electric Service, or any successor thereto.

1.7. Schedules, if not otherwise defined in the Customer Contract, means the PUD’s Rate Schedule applicable to the Customer plus this Rate Schedule 82, collectively.

1.8 Term, unless otherwise specified with respect to a particular obligation undertaken by the PUD in a Customer Contract, means the period during which the Customer takes Electric Power from the PUD, provided that any obligation arising prior to termination of service shall remain in force until satisfied.

All capitalized terms used but not defined herein will have the respective meanings set forth in this Rate Schedule 82 or other applicable Rate Schedule, in the Regulations, or in the Customer Contract, if any. Unless otherwise expressly stated, the terms of the Rate Schedules shall prevail over any conflicting terms in a Customer Contract or the Regulations, and the terms of a Customer Contract shall prevail over any conflicting terms in the Regulations.

INDEPENDENT CONTRACTORS
The Parties to the Customer Service Documents are independent contractors and will not be deemed to be partners, joint venturers, franchisors, franchisees, or agents of each other for any purpose whatsoever under or in connection with the Customer Contract.

ASSIGNMENT; BINDING AGREEMENT

(i) Assignment Prohibited Without Consent. Neither the PUD nor the Customer will, without the prior written consent of the other Party, which consent will not be unreasonably withheld, assign, pledge or transfer all or any part of, or any right or obligation under, the Customer Service Documents, whether voluntarily or by operation of law. Any attempted assignment, pledge or transfer of all or any part of, or any right or obligation under, the Customer Service Documents in violation of the foregoing requirements will be null and void.

(ii) Contract Binding on Successors and Assigns. The Customer Service Documents are binding on and will inure to the benefit of the PUD and the Customer and their respective successors and assigns and legal representatives.

NO THIRD PARTY BENEFICIARIES
Except as expressly set forth in this Rate Schedule 82, none of the provisions of the Customer Service Documents will inure to the benefit of or be enforceable by any third party.

ENTIRE AGREEMENT
The Customer Service Documents sets forth the entire agreement of the Parties and supersede any and all prior agreements with respect to the subject matter of the Customer Service Documents. The rights and obligations of the Parties thereunder will be subject to and governed by the Customer Service Documents. The headings used herein are for convenience of reference only and will not affect the meaning or interpretation of the Customer Service Documents.

WAIVERS
Except as otherwise provided herein or as agreed by the PUD and the Customer, no provision of the Customer Service Documents may be waived except as documented or confirmed in writing. No waiver at any time by a Party of any right with respect to a default under the Customer Service Documents, or with respect to any other matter arising in connection therewith, will be deemed a waiver with respect to any subsequent default or matter. Either Party may waive any notice or agree to accept a shorter notice than specified in the Customer Service Documents. Such waiver of notice or acceptance of shorter notice by a Party at any time regarding a notice will not be considered a waiver with respect to any subsequent notice required under the Customer Service Documents.

INVALID PROVISION
The invalidity or unenforceability of any provision of the Customer Service Documents will not affect the other provisions of the Customer Service Documents, and the Customer Service Documents will be construed in all respects as if such invalid or unenforceable provisions were omitted.

FURTHER ASSURANCES
Each Party hereto covenants and agrees to do all things necessary or advisable, including but not limited to the preparation, execution, delivery and recording of any instruments or agreements, in order to confirm and better assure the intent and purposes of the Customer Service Documents.

GOVERNING LAW; VENUE
The Customer Service Documents shall be governed by and construed in accordance with the laws of the State of Washington (regardless of the laws that might otherwise govern under applicable principles of conflicts of law of such state). Any lawsuit or judicial action or proceeding arising out of or relating to the Customer Service Documents must be heard in the Superior Court of the State of Washington in and for Snohomish County or the United States PUD Court for the Western PUD of Washington, Seattle, subject to all applicable requirements of notice and exhaustion of remedies at the PUD.

RULES OF CONSTRUCTION
Whenever in the Customer Service Documents the context so suggests, references to the masculine shall be deemed to include the feminine, references to the singular shall be deemed to include the plural, and references to “or” shall be deemed to be disjunctive but not necessarily exclusive. No provision of the Customer Service Documents shall be construed in favor of or against either any Party by reason of the extent to which any such Party or its counsel participated in the drafting thereof or by reason of the extent to which such provision or any other provision or provisions of the Customer Service Documents is or are inconsistent with any prior draft thereof.

 

Effective Date: January 1, 2016