HomeMy WebLinkAboutAgenda Report - November 3, 2004 E-13AGENDA ITEM F+144*
CITY OF LODI
COUNCIL COMMUNICATION
AGENDA TITLE: Adopt resolution authorizing the City Manager to enter into a Professional Services
Agreement with Power Engineers, Inc. of Hailey, ID for performing the 'ARC
FLASH STUDY' at Henning, Industrial, Killelea and McLane Substations
($11,330.00) (EUD)
MEETING DATE: November 3, 2004
PREPARED BY: Electric Utility Director
RECOMMENDED ACTION: That the City Council adopt a resolution authorizing the City
Manager to enter into a Professional Services Agreement with
Power Engineers, Inc. of Hailey, ID for performing the 'ARC FLASH
STUDY' at Henning, Industrial, Killelea and McLane Substations
($11,330.00).
BACKGROUND INFORMATION: Occupational Safety and Health Administration (OSHA) requires
employers to assess the workplace to determine if hazards are
present, or likely to be present, and select and have each employee
use the types of personal protection equipment (PPE) that will protect them. National Electrical Code
(NEC) states that equipment must be marked to warn qualified persons of potential electrical Arc -Flash
hazards. The National Fire Protection Association (NFPA) 70E states that a flash hazard analysis must
be performed in order to determine the level of hazard and appropriate personal protection equipment
(PPE) for given tasks. For purposes of safety and accident prevention, EUD would like Power Engineers,
Inc. to conduct the Arc Flash Study and submit recommendations for Henning, Industrial, Killelea and
McLane Substation facilities in accordance with the Institute of Electrical and Electronics Engineers
(IEEE) Standard 1584-2002 and NFPA 70E. Study will be executed as described in Power Engineers'
proposal dated September 1, 2004.
FUNDING
Funding Approval:
PREPARED BY:
ANV1DBflat
Attachments
cc: City Attomey
Funding is available in the 2003-2005 Financial Plan and Budget
Alan N. Vallow
Electric Utility Director
Derry Bucaneg, Jr. —PE, Sr. Power Engineer, Engineering & Operations
APPROVED:
Janet S. Keeter, Interim City Manager
PROFESSIONAL SERVICES AGREEMENT
FOR THE CITY OF LODI
BY POWER ENGINEERS, INC.
Arc Flash Study
Power Engineers, Inc. (Power) agrees to enter into a Professional Services
Agreement (Agreement) with the City of Lodi to provide Electrical Engineering
Services to conduct Arc Flash Study for four (4) substations owned by the City of
Lodi as stipulated in Power's proposal dated September 1, 2004 and on such
terms and conditions as set forth in the draft Agreement for the provisions of
professional services, as modified, attached hereto as Exhibit A. These facilities
include Henning, Industrial, Killelea and McLane Substations. Power agrees to
perform the work and submit all deliverables for a price of $11,330.00 as shown
in the September 1St proposal (Exhibit B). Furthermore, the services under this
Agreement shall be completed no later than three (3) weeks following receipt of
the Notice to Proceed.
Power shall furnish a certificate of insurance to the City of Lodi in accordance
with Section 5.413, "Insurance Requirements for Contractor" (Public Liability and
Property Damage Insurance) and Section 5.414, "Compensation Insurance" as
well as the Hold Harmless condition of Section 5.409, "Responsibility for
Damage" at the time the signed Agreement is returned to the City. Copies of
each section referenced above are attached as Exhibit C and made a part of this
agreement.
POWER ENGINEERS, INC. CITY OF LODI, CALIFORNIA
An Idaho Corporation A California Municipal Corporation
By:
By:
Date:
Date:
Title: Project Manager
Title: Interim City Manager
Address: PO Box 1066
Address: 221 W. Pine Street
Hailey, Idaho 83333
Lodi, California 95240
Approved as to form:
Attest:
D. Stephen Schwabauer
Susan J. Blackston
City Attorney
City Clerk
POWER
ENGINEERS
DRAIFT=NOT FOR SIGNATI1PE
AGREEMENT FOR THE PROVISION
OF PROFESSIONAL SERVICES
Engineer: POWER Engineers, Inc.
3940 Glenbrook Drive
Hailey, Idaho 83333
(208) 788-3456
(208) 788-2082 (fax)
Client: [Client]
[address]
[phone and fax]
Project Name:
Project Location:
POWER Project Number:
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POWER ENGINEERS, INC.
3940 GLENBROOK DR. / P.O. BOX 1066 PHONE (208) 788-3456
HAILEY, ID 83333 FAX (208) 788-2082
POWER
ENGINEERS
TABLE OF CONTENTS
IDRAFr=NOT FOR SIONATU1IRIK
SECTION 1: PERFORMANCE OF SERVICES.................................................................................. 1
1.1 Scope Of Services...................................................................................................................... 1
1.2 Schedule..................................................................................................................................... 1
1.3 Standard Of Care........................................................................................................................ 1
1.4 Authorization To Perform.......................................................................................................... 1
1.5 Site Observation......................................................................................................................... 1
SECTION 2: CLIENT RESPONSIBILITIES........................................................................................ 1
SECTION 3: COMPENSATION........................................................................................................... 1
SECTION4: DELAYS.......................................................................................................................... 2
SECTION 5: CHANGES IN THE SCOPE OF WORK............................................................................... 2
5.1 Change Orders............................................................................................................................ 2
5.2 Changed Conditions................................................................................................................... 2
5.3 Differing Site Conditions........................................................................................................... 2
SECTION 6: SUSPENSION AND TERMINATION........................................................................... 3
6.1 Suspension..................................................................................................................................3
6.2 Termination For Cause............................................................................................................... 3
6.3 Termination For Convenience.................................................................................................... 3
6.4 Termination Compensation........................................................................................................ 3
SECTION 7: INDEMNIFICATION...................................................................................................... 3
SECTION8: INSURANCE................................................................................................................... 3
8.1 Limits......................................................................................................................................... 3
8.2 Endorsements............................................................................................................................. 3
8.3 Proof Of Insurance..................................................................................................................... 3
SECTION 9: LIMITATION OF LIABILITY........................................................................................ 3
SECTION 10: INDEPENDENT CONTRACTOR................................................................................ 4
SECTION11: DOCUMENTS............................................................................................................... 4
11.1 Ownership and Reuse of Documents..................................................................................... 4
11.2 Documents Supplied by Others.............................................................................................. 4
SECTION 12: CONFIDENTIALITY..................................................................................................... 4
SECTION 13: DISPUTE RESOLUTION.............................................................................................. 4
13.1 Exclusive Manner of Dispute Resolution.............................................................................. 4
13.2 Mediation............................................................................................................................... 4
13.3 Arbitration..............................................................................................................................5
13.4 Notice.....................................................................................................................................5
13.5 Costs and Fees........................................................................................................................ 5
SECTION 14: MISCELLANEOUS....................................................................................................... 5
14.1 Notices................................................................................................................................... 5
14.2 Applicable Law and Venue.................................................................................................... 5
14.3 Subcontractors........................................................................................................................5
14.4 Successors and Assigns.......................................................................................................... 5
14.5 Equal Employment Opportunity............................................................................................ 5
14.6 Entire Agreement................................................................................................................... 5
14.7 Severability............................................................................................................................ 5
14.8 Survival of Obligations.......................................................................................................... 6
14.9 Counterparts...........................................................................................................................6
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POWER ENGINEERS, INC.
3940 GLENBROOK DR. / P.O. BOX 1066 PHONE (208) 788-3456
HAILEY, ID 83333 Page i of 6 FAX (208) 788-2082
POWER
ENGINEERS
IDRAFr=NOT FOR SIGNATURE
AGREEMENT FOR THE PROVISION OF PROFESSIONAL SERVICES
This Agreement for the Provision of Professional
Services ("Agreement"), is entered into and effective this
day of , 2004, by and between
POWER Engineers, Inc. (hereinafter "POWER") with its
principal place of business at 3940 Glenbrook Drive,
Hailey, Idaho 83333, and
(hereinafter "Client") with its principal place of business
at
SECTION 1: PERFORMANCE OF SERVICES
1.1 Scope Of Services
(a) Project Description. The project for which the
services will be performed is generally described as:
and as outlined in
dated
("Project").
(b) Services. POWER shall perform the scope of
services as outlined in Exhibit "A" ("Task
Outline").
(c) Location of Project. The Project is located in the
state of
(d) Contract Documents and Exhibits. The following
Exhibits are attached hereto and incorporated herein
by this reference. This Agreement and the Exhibits
shall be referred to as the "Contract Documents." In
the event of any conflict, inconsistency or ambiguity
between or among the Contract Documents, this
Agreement shall govern and shall be interpreted in
the following order of precedence:
i.
This Agreement
ii.
Exhibit "A"—
Task Outline
iii.
Exhibit `B"
— Schedule
iv.
Exhibit "C"
— Budget
v.
Exhibit "D"—
POWER Schedule of Charges
1.2 Schedule
The Services shall be completed by date or
performed in accordance with the Schedule outlined in
Exhibit "B".
1.3 Standard Of Care
POWER represents that it will perform its services in
accordance with generally accepted professional practices
existing at the time of performance for the locality where
the services are performed. NO OTHER
REPRESENTATION, EXPRESS OR IMPLIED, IS
MADE OR INTENDED BY THE RENDERING OF
THE SERVICES PROVIDED.
1.4 Authorization To Perform
POWER represents it is appropriately licensed and
registered to perform its Services in the location(s)
contemplated by this Agreement.
1.5 Site Observation
If required within the scope of POWER's Services,
POWER shall make visits to the site at intervals
appropriate to the various stages of construction as
POWER deems necessary in order to observe the
progress of Contractor(s)' work. POWER shall not,
during such visits or as a result of such observations of
Contractor(s)' work in progress, supervise, direct or have
control over Contractor(s)' work. POWER shall not have
any authority over or responsibility for the means,
methods, techniques, sequences, or procedures of
construction selected by Contractor(s), for safety
precautions and programs incident to the work of
Contractor(s) or for any failure of Contractor(s) to
comply with laws, rules, regulations, ordinances, codes or
orders applicable to Contractor(s) furnishing and
performing their Work. Accordingly, POWER can
neither guarantee the performance of the construction
contracts by Contractor(s) nor assume responsibility for
Contractor(s)' failure to furnish and perform their work
in accordance with the Contract Documents.
It is understood and agreed that POWER shall have no
constructive use or control of Owner's site, and therefore
shall have no responsibility whatsoever for construction
site safety. Such responsibility has been wholly vested in
the general contractor.
SECTION 2: CLIENT RESPONSIBILITIES
Client shall timely provide all criteria and information as
may be identified by POWER. POWER may use such
information, requirements, reports, data, surveys and
instructions in performing its Services and is entitled to
rely upon the accuracy and completion thereof. Client
shall designate a person to act with authority on Client's
behalf with respect to all aspects of the project. Client
shall examine and respond promptly to POWER's
submittals and requests. Client shall give prompt written
notice to POWER whenever Client observes or otherwise
becomes aware of any defect in the Work.
SECTION 3: COMPENSATION
In consideration for the Services performed by POWER,
Client shall pay POWER the compensation as set forth in
the Budget, Exhibit "C" hereto ("Contract Price").
Invoices will be submitted by POWER periodically,
approximately once a month and are due within thirty
(30) calendar days of invoice date. If Client objects to all
or any portion of an invoice, Client shall notify POWER
within seven (7) calendar days of invoice date, identify
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POWER ENGINEERS, INC.
3940 GLENBROOK DR. / P.O. BOX 1066 PHONE (208) 788-3456
HAILEY, ID 83333 Page 1 of 6 FAX (208) 788-2082
POWER
ENGINEERS
the cause of disagreement, and pay when due that portion
of the invoice not in dispute. All outstanding balances
will accrue a finance charge of 1.0% per month for each
month the invoice is outstanding.
With the exception of sales tax specifically relating to
procurement, POWER shall pay its appropriate taxes,
fees or assessments imposed by local, state, or federal
government in effect at the time POWER renders its
professional services. Any taxes, fees, or assessments
enacted by local, state, or federal government subsequent
to the date of this Agreement, will be added to amounts
due to POWER under this Agreement.
SECTION 4: DELAYS
POWER shall not be responsible for delays caused by
factors beyond POWER's reasonable control, including
but not limited to delays because of strikes, lockouts,
work slowdowns or stoppages, accidents, acts of God,
failure of any governmental or other regulatory authority
to act in a timely manner, failure of the Client to furnish
timely information or approve or disapprove of
POWER'S Services or work product promptly, or delays
caused by faulty performance by the Client or by
contractors of any level. When such delays beyond
POWER's reasonable control occur, the Client agrees
that POWER shall not be responsible for any damages,
nor shall POWER be deemed to be in default of this
Agreement. In the event of such delay, the Schedule
shall be extended for a period of time equal to such delay
and POWER shall be compensated for any costs,
expenses or damages incurred as a result of such delay.
SECTION 5: CHANGES IN THE SCOPE OF WORK
5.1 Change Orders
(a) Client, without invalidating this Agreement, may
order changes in the scope of work consisting of
additions, deletions, or other revisions, POWER's
compensation and the design completion date being
adjusted accordingly. All such changes in the
Project shall be authorized by Change Order, signed
by Client and POWER. POWER shall not be
required to perform out -of -scope or extra work
without its written approval.
(b) A Change Order is a written order to POWER,
signed by the Client (or its authorized agent) and
POWER, issued after the execution of this
Agreement, authorizing an addition, deletion, or
revision in the Services or an adjustment in the
Contract Price or the Schedule.
(c) The increase or decrease in the Contract Price and
change in Schedule resulting from a change in the
Project shall be determined by mutual agreement.
(d) If the parties are unable to agree to such change in
POWER's Contract Price, POWER, upon receipt of
IDRAFr=NOT FOR SIONATU1RIK
a written order signed by Client, shall promptly
proceed with the Services involved. The cost of
such additional Services shall then be determined on
the basis of the actual time and expense incurred for
performing the Services attributed to the change,
charged at the rates set forth in the Schedule of
Charges. In such case, POWER shall maintain a
separate time and expense accounting for the
additional Services. The amount of decrease in the
Contract Price resulting from any deletion or change
will be the amount of the actual net decrease
computed by POWER. When both an increase and
decrease occur in any one change order, the change
in compensation shall be calculated by adding the
increase or subtracting the decrease to arrive at a net
change.
5.2 Changed Conditions
POWER's Services and any known conditions are as set
forth in the Contract Documents. If conditions differ
materially from those set forth in the Contract
Documents, then the Contract Price and the Schedule
shall be equitably adjusted by Change Order.
5.3 Differing Site Conditions
(a) POWER's Services are based on certain conditions
as set forth in the Contract Documents. POWER
shall promptly notify Client of the following
unforeseen conditions, hereinafter called "Differing
Site Conditions."
i. Subsurface or latent physical conditions at the
site of the Services differing materially from
those indicated, described, or delineated in the
Contract Documents; and
ii. Physical conditions at the site of the Services of
an unusual nature differing materially from
those ordinarily encountered and generally
expected; and
iii. Hazardous or toxic materials.
(b) Client shall promptly review the Differing Site Con-
ditions to determine the necessity of obtaining addi-
tional explorations, tests, or engineering services
with respect thereto, and shall advise POWER, in
writing, of how the Client wishes to proceed. Such
determination by Client shall be made within five
(5) business days of notice from POWER of the
Differing Site Condition(s). If the Client determines
that because of the Differing Site Condition(s) a
change in the Services is required, a Change Order
shall be issued to reflect and document the conse-
quences of the Differing Site Condition(s).
(c) In each such case, an adjustment in the Contract
Price or an extension of the Schedule, or any
combination thereof, shall be granted to POWER to
the extent any adjustment or extension is attributable
to any such Differing Site Condition(s).
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POWER ENGINEERS, INC.
3940 GLENBROOK DR. / P.O. BOX 1066 PHONE (208) 788-3456
HAILEY, ID 83333 Page 2 of 6 FAX (208) 788-2082
POWER
ENGINEERS
SECTION 6: SUSPENSION AND TERMINATION
6.1 Suspension
In the event the Project is suspended for longer than
thirty (30) days, POWER shall have the right to terminate
this Agreement.
6.2 Termination For Cause
Either party shall have the right to terminate this
Agreement should the other fail to cure any material
breach of this Agreement within seven (7) days notice
from the non -breaching party.
6.3 Termination For Convenience
Client shall have the right to terminate this Agreement for
convenience after providing POWER seven (7) days
written notice.
6.4 Termination Compensation
In case of such termination, POWER shall be paid:
(a) For completed and acceptable Services executed in
accordance with the Contract Documents prior to the
effective date of termination, including fair and
reasonable sums for overhead and profit on such
Services;
(b) For expenses sustained prior to the effective date of
termination in performing Services and furnishing
labor, materials or equipment as required by the
Contract Documents in connection with
uncompleted Services, plus fair and reasonable sums
for overhead and profit on such expenses;
(c) For all claims, costs, losses and damages incurred in
settlement of terminated contracts with
subcontractors, suppliers and others; and
(d) For reasonable expenses directly attributable to
termination.
SECTION 7: INDEMNIFICATION
POWER agrees, to the fullest extent permitted by law, to
indemnify and hold the Client harmless from any claim,
damage, liability or cost (including reasonable attorneys'
fees and costs of defense) to the extent caused by
POWER'S negligent acts, errors or omissions in the
performance of professional services under this
Agreement and those of its subconsultants or anyone for
whom POWER is legally liable. Notwithstanding the
above, POWER's obligation to defend, indemnify and
hold harmless shall extend only to POWER's percentage
of negligence contributing to such claim, damage, loss or
expense on a comparative basis of fault and responsibility
between POWER and Client. It is the express intent of
this indemnity clause that POWER shall not be obligated
to indemnify Client for Client's own negligence.
Client agrees, to the fullest extent permitted by law, to
indemnify and hold POWER harmless from any claim,
IDRAFr=NOT FOR SIONATU1RIK
damage, liability or cost (including reasonable attorneys'
fees and costs of defense) arising in whole or in part and
in any manner from the acts or failure to act, omissions,
breach or default of Client, or those of its contractors,
subcontractors or consultants or anyone for whom the
Client is legally liable, and arising from the project that is
the subject of this Agreement. In addition, Client agrees
to indemnify, defend and hold POWER harmless from or
against any claim or allegation that any process,
technology, equipment, materials or information provided
by Client in connection with this Agreement constitutes
an infringement of any U.S. patent, trade secret,
trademark, copyright or other proprietary rights of any
third party.
The indemnification obligations of POWER provided in
this Section shall expire on the fifth year anniversary
from the termination or completion of POWER's
professional services provided under this Agreement.
SECTION 8: INSURANCE
8.1 Limits
During the performance of the Services under this
Agreement, POWER shall maintain the following
insurance:
(a) General Liability insurance with bodily injury and
property damage of not less than $1,000,000 for
each occurrence and not less than $2,000,000 in the
aggregate.
(b) Automobile Liability insurance with bodily injury
and property damage limits of not less than
$1,000,000 for each accident.
(c) Workers' Compensation insurance in accordance
with statutory requirements and Employer's
Liability Insurance with limits of not less than
$500,000 for each occurrence.
(d) Professional Liability insurance with limits of not
less than $1,000,000 annual aggregate.
8.2 Endorsements
Client shall be named as an additional insured on policies
(a) and (b) listed above to the extent claims arise from the
Services which are performed pursuant to this
Agreement.
8.3 Proof Of Insurance
POWER shall furnish to Client a certificate of insurance
evidencing the above and including a provision that such
insurance shall not be canceled without at least thirty (30)
days written notice to Client.
SECTION 9: LIMITATION OF LIABILITY
Client agrees to limit POWER's liability for insurable
events arising from POWER's performance to the
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POWER ENGINEERS, INC.
3940 GLENBROOK DR. / P.O. BOX 1066 PHONE (208) 788-3456
HAILEY, ID 83333 Page 3 of 6 FAX (208) 788-2082
POWER
ENGINEERS
insurance limits stated in Section 8, above, or to the total
compensation received by POWER under this
Agreement, whichever is less. POWER's liability for
non -insurable events including breach of contract or
breach of warranty shall not exceed $100,000.00.
Neither POWER nor Client nor either party's suppliers,
agents, officers, and directors shall have any liability to
the other party or any other person or entity for any
indirect, incidental, special, or consequential damages
whatsoever, including but not limited to loss of revenue
or profit, loss of use, failure to realize anticipated profits
or savings, loss of or damage to data or other commercial
or economic loss, even if POWER has been advised of
the possibility of such damages, such damages are
foreseeable, or of potential claims by a third party.
SECTION 10: INDEPENDENT CONTRACTOR
POWER agrees it shall operate as an independent
contractor and will not be an agent, joint venturer, partner
or employee of the Client, nor will it be entitled to any
employee benefits provided by the Client. POWER shall
be responsible for payment of any and all unemployment,
social security, withholding, and other payroll taxes for
its employees as applicable.
SECTION 11: DOCUMENTS
11.1 Ownership and Reuse of Documents
(a) The Client acknowledges that POWER's drawings
and specifications, including all documents on
electronic media, are instruments of service for use
solely with respect to this Project and, unless
otherwise provided, POWER shall be deemed the
author of the drawings and specifications and shall
retain all common law, statutory and other reserved
rights, including the copyright. The Client shall be
permitted to retain copies, including reproducible
copies, of the drawings and specifications for the
Client's information, reference and use in
connection with the Project. The Client agrees to
waive any claim against POWER arising from any
unauthorized transfer, reuse or modification of the
drawings and specifications.
(b) Electronic files furnished by POWER shall be
subject to an acceptance period of thirty (30) days
during which the Client agrees to review and/or
perform appropriate acceptance tests. POWER shall
correct any discrepancies or errors detected and
reported within the acceptance period at no charge
to the Client. After the acceptance period, the
electronic files shall be deemed to be accepted and
POWER shall have no obligation to correct errors or
maintain electronic files. The Client is aware that
differences may exist between the electronic files
delivered and the printed hard -copy documents. In
the event of a conflict between the signed or sealed
IDRAFr=NOT FOR SIONATU1RIK
hard -copy documents prepared by POWER and the
electronic files, the hard -copy documents shall
govern.
(c) The Client agrees, to the fullest extent permitted by
law, to indemnify and hold POWER harmless from
any claim, liability or cost (including reasonable
attorneys' fees and defense costs) arising or
allegedly arising out of any reuse or modification of
the documents by the Client or any person or entity
that acquires or obtains the documents from or
through the Client.
11.2 Documents Supplied by Others
The parties agree that from time to time POWER may
need information from Client for the rendering of the
Services hereunder and Client agrees to provide POWER
such information as is then available. Client recognizes
that it is impossible for POWER to assure the sufficiency
and accuracy of such information. Accordingly, Client
waives any claim against POWER for liability or injury
or loss allegedly arising from errors, omissions, or
inaccuracies in documents, drawings, plans or data
provided to POWER by Client or by other third parties.
If any of the work or Services must be redone because of
errors in drawings, plans, or data supplied to POWER,
then POWER shall be compensated for such extra
Services and the Schedule shall be adjusted accordingly.
SECTION 12: CONFIDENTIALITY
It is understood that the parties may supply to each other
confidential or proprietary data during the performance of
this Agreement. The parties agrees to protect such data
from disclosure to outside parties, except where access to
such data is necessary for the purpose of performing the
services hereunder. Such data shall be marked
"Confidential" or "Proprietary" or defined as confidential
or proprietary in a separate writing. This confidentiality
requirement shall not apply to data that is known to the
parties prior to the execution of this Agreement or is in
the public domain. In the event such data is subpoenaed
by court order, or other legal process, the receiving party
shall notify the other party within five (5) business days
of receipt of such court order or legal process.
SECTION 13: DISPUTE RESOLUTION
13.1 Exclusive Manner of Dispute Resolution
Unless otherwise agreed to by the parties, the sole means
and method of resolving disputes shall be by mediation
and arbitration as set forth in this Agreement. Any
lawsuit filed to adjudicate a claim shall be promptly
dismissed by the filing party.
13.2 Mediation
All controversies or claims arising out of or relating to
this Agreement or breach thereof, except for claims
which have been waived hereunder, shall first be
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POWER ENGINEERS, INC.
3940 GLENBROOK DR. / P.O. BOX 1066 PHONE (208) 788-3456
HAILEY, ID 83333 Page 4 of 6 FAX (208) 788-2082
POWER
ENGINEERS
submitted to mediation following the Commercial
Mediation Rules published by the American Arbitration
Association. Unless the parties agree otherwise,
mediation shall be held in Boise, Idaho. This Agreement
to mediate and any other agreement or consent to mediate
entered into in accordance with this Agreement shall be
specifically enforceable under the prevailing law of any
court having jurisdiction.
13.3 Arbitration
In the event mediation proves unsuccessful within sixty
(60) days of the appointment of the mediator, then all
claims, disputes and other matters in question arising out
of, or relating to, this Agreement or the breach thereof
shall be decided by arbitration conducted by one (1)
neutral arbitrator following the Construction Arbitration
Rules published by the American Arbitration
Association, unless the parties mutually agree otherwise.
This Agreement to arbitrate shall be specifically
enforceable. The Arbitrator shall not have the authority
to consider or award attorneys' fees, costs or punitive
damages as part of the Arbitrator's Award. Unless the
parties agree otherwise, arbitration shall be held in Boise,
Idaho. Arbitration shall be final and binding. This
Agreement to Arbitrate shall be specifically enforceable
under the prevailing law of any court having jurisdiction.
13.4 Notice
Notice of the demand for arbitration shall be filed in
writing with the other party to this Agreement. The
demand for arbitration shall be made within a reasonable
time after the claim, dispute or other matter in question
has arisen, and in no event shall it be made after the date
when institution of legal or equitable proceedings based
on such claim, dispute or other matter in question would
be barred by the applicable statute of limitations.
13.5 Costs and Fees
The parties shall share equally the costs and fees of the
mediator and arbitrator. Each party shall pay its own
costs and attorneys' fees incurred in mediation or
arbitration.
SECTION 14: MISCELLANEOUS
14.1 Notices
Any notice hereunder shall be deemed served
immediately if hand -delivered in writing to an officer or
other duly appointed representative of the party to whom
the notice is directed. Notices shall also be deemed
served five (5) business days after transmittal by United
States mail, or within two (2) days if by any overnight
service(s), to the business address identified below:
IDRAFr=NOT FOR SIGNATURE
For POWER: For Client:
14.2 Applicable Law and Venue
This Agreement and all rights, obligations, liabilities, and
responsibilities of the parties hereto shall be governed by,
construed, and enforced in accordance with the laws and
venue of the State of California.
14.3 Subcontractors
At its request, Client shall have the right to pre -approve
the subcontracting of any services to be performed under
this Agreement, which approval shall not be
unreasonably withheld.
14.4 Successors and Assigns
Client and POWER each binds itself and its partners,
successors, executors, administrators, assigns and legal
representatives to the other party to this Agreement and
to the partners, successors, executors, administrators,
assigns, and legal representatives of such other party, in
respect to all covenants, agreements, and obligations of
this Agreement. This Agreement shall not be assigned by
either party without the other party's express written
consent. Provided, however, POWER shall be entitled to
subcontract portions of its work to other companies in
which POWER has an ownership interest without first
obtaining the written consent provided for under this
Section.
14.5 Equal Employment Opportunity
POWER and Client expressly agree not to discriminate
against any employee or applicant for employment
because of race, color, religion, gender, national origin,
or disability and shall during the performance of this
Agreement comply with all applicable Executive Orders
and federal regulations.
14.6 Entire Agreement
The terms and conditions herein represent the entire
agreement between the parties, and shall not be modified
except by written instrument duly executed by both
parties.
14.7 Severability
If any provision of this Agreement is held to be in
violation of any applicable law rendering such provision
void and unenforceable, such provision shall be deemed
severed from the Agreement and the remainder of the
Agreement shall remain in full force and effect.
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POWER ENGINEERS, INC.
3940 GLENBROOK DR. / P.O. BOX 1066 PHONE (208) 788-3456
HAILEY, ID 83333 Page 5 of 6 FAX (208) 788-2082
POWER
ENGINEERS
14.8 Survival of Obligations
All representations, indemnifications, warranties and
guarantees made in, required by or given in accordance
with the Contract Documents, as well as all continuing
obligations indicated in the Contract Documents, will
survive final payment, completion and acceptance of the
Services and termination or completion of the
Agreement.
IDRAIFT=NOT FOR SIGNATICIRR
14.9 Counterparts
This Agreement may be executed in several counterparts,
each of which shall be an original and all of which shall
constitute one and the same document.
IN WITNESS WHEREOF the parties have caused this Agreement to be executed as of the date first
above written.
Client
By: _
Printed:
Title:
POWER Engineers, Inc.
By:
Printed:
Title:
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POWER ENGINEERS, INC.
3940 GLENBROOK DR. / P.O. BOX 1066 PHONE (208) 788-3456
HAILEY, ID 83333 Page 6 of 6 FAX (208) 788-2082
POWER
Z� ENGINEERS
September 1, 2004
Jess Kerekes
Electrical Technician
City of Lodi Electric
1331 South Ham Lane
Lodi, CA 95242
Subject: City of Lodi Arc Flash Study
Dear Jess:
FLOWER ENGINEERS INC.
9320 SW BARBUR BOULEVARD
SUITE 200
PORTLAND, OR 97219-5499
PHONE 503-244-9321
Fax 503-244-9352
The following is our proposal for the arc flash study on the City of Lodi substations.
Scope of Work
It is presumed that due to the fact that the four substations owned by the City of Lodi (Henning,
Industrial, Killelea, and McLane) are all within close proximity to each other both electrically and
physically, the fault currents on their 60 kV buses should be very close in magnitude. Since Lodi
has standardized their 60/12 kV transformers, the fault currents on the 12 kV buses of all the
stations should also be very close in magnitude. These values are readily available so a computer
model of the Lodi system is not required.
Using the existing relay settings in use in these stations, a worst case scenario will be developed
consisting of the highest fault currents and longest relay operation times for both the 60 kV and
12 kV buses. This data will then be used in conjunction with National Fire Protection
Association (NFPA) Standard 70E and/or IEEE Standard 1584 to determine the arc flash hazard
for the 60 kV and 12 kV areas of the aforementioned substations. This will then be used to
determine the PPE required for close proximity live bus maintenance, as well as the boundary
distance required for use with only hardhat and safety glasses.
In addition to analysis of the substation yard, the automatic disconnect switches, AC and DC
power, and control panels will be analyzed. The power and control panels will be analyzed,
where possible, using tables in NFPA 70E and IEEE 1584 to minimize the calculations required.
The following document submittals are included:
o Electrical Studies Results Document — Three paper copies for use
The Electrical Studies Results Document consists of -
0
£
o Tables listing:
The hazard categories of all areas studied within each station
• The arc flash boundaries of all areas studied within each station
• The PPE (Personal Protective Equipment) required for all areas studied within each
station when working on energized parts.
o Methodology of how the hazard categories, flash boundaries, and PPE were derived.
o Source data used to perform the study.
www.powereng.com
ENERGY, FACILITIES, COMMUNICATIONS
City of Lodi Electric
September 1, 2004
Page 2
Data required from Lodi:
o Maximum fault currents (three-phase and single -line -to -ground) for all 60 kV and 12 kV
buses at all stations.
o Relay settings for all devices at all stations that will be able to clear a 60 kV or 12 kV fault.
Budget
The budget of $11,330 for the scope of work described above is based on POWER's 2004 fee
schedule. This includes computer or software charges and 104 hours of labor. The labor hours
break down to 32 hours of Project Engineer, 66 hours of Engineer III, and 6 Hours of Staff
Assistant.
Schedule
To be determined by availability of field gathered data from Lodi. A typical schedule, not
including review periods, would be 3 weeks after receipt of necessary information.
Required Data
Following is a list of data that will be required. As the work progresses the need for additional
data may be identified.
o Plant electrical drawings. These drawings should show but not be limited to:
AC and DC one -lines and three -lines.
o Maximum available short circuit current at the Henning, Industrial, Killelea, and McLane
Substations
o Transformer nameplate data
Terms and Conditions
POWER'S standard services contract or other mutually agreeable terms and conditions.
Sincerely,
John Squire
JSJS
cc: John McGrew
Jeff Mann
Larry Henriksen
EXHIB G
!h -4t14 Ifffor 2"aue The City of Lodi, the"City Council, all officers and employees or agent shah not be answerable or accountable in
any manner tar any loss or damage that may happen to ilia work or any pati thereof; or (or any material or equipment used in performing the work; or
for injury or damage to any person or persons, either work personnel or the public; for damage to adjoining property from any cause whatsoever during
the progress of (fre work or any time before final acceptance with the exception of those Injuries or damages arising out of the active negligence of the
City of Lodi or No agents, officers or employees.
The Contractor shah indemnify and save harmless the City of Lodi, the City Council, all officers and employees or agent from any suits, claims or
actions brought by arty parson or persons for or on account of any injuries or damages sustained or arising In the construction of the work or in
consequence thereof except those injuries or damages arising out of the active negligence of the City of Lodi or its agents, officers or agents. The City
Council may retain as much of the money due the Contractor as shall be considered necessary undo disposition has been made of such suits or claims
W dartmpges as aforesaid.
5413 "MOM 02 MM2" r4gokl= The Contractor shah take out and maintain during the life of this contract, insurance coverage as
listed below. Tllaae Insurance policies shall protect the Contractor and any subcontractor performing work covered by this contract from claims for
damages for peefl0nal injury. Including accidental death, as well as from claims for property damages, which may arise from Contractor's operations
under this contrail, whether such operations be by Contractor or by any subcontractor or by anyone directly or indirectly employed by either of them,
and the amount eat such Insurance shah be as fdlows:
r,OMPgOJENNE GgNERAL-LIASIUTY
$1,000,0Q0 Bodily Injury -
Ea. OcrunencelAggregate
$1,000,000 Property Damage
Ea. Occurrence/Aggregate
or
$1.000.00 Combined Single Limits
;1,000,000 Bodily injury - Ea. Person
$1,000,000 Bodily Injury - Ea. Occurrence
;1,000,100 Property Damage - Ea. Occurrence
or
$1,000,000 Combined Single Limlte
NOTE: Contractor agrees and stipulates that any insurance coverage provided to the City of Lodi shah provide for a claims period following termination
of coverepa whkA is at least consistent with the claims period or statutes of limitations found In the California Tort Claims Act (Cah(omia Govemment
Code SedWn 810 et seq.),
A ropy of the certillicate of insurance with the following endorsements shall be fumished to the City:
(a)Osmad Insured Endorsement
Such. Ens nee as is afforded by this policy shall also apply to the City of Lodi. Its elected and appointed Boards, Commissions, Officers,
Aprrihts and Employees as additional named insureds insofar as work performed by (he insured under written contract with the City of Lodi.
(This end*30ment shah be on a form fumishad to the City and shall be Included with Contractor's policies.)
(b) Pdmanr Irh"One Endmaer3Mt
Such insufarrce as is afforded by the endorsement for the Additional Insureds shall apply as primary insurance. Any other insurance
maintained by the City of Lodi or its cffioars and employees shall be excess only and not contributing with the Insurance afforded by this
endorsement
(c) §Mmbllft.oflnterat QNsg
The terminsured" Is used severally and not collectively, but the inclusion herein of more than one Insured shah not operate to increase the
timfl of the Company's !ability.
(d)
This poli may not be canceled nor the Coverage reduced by the company without 30 days' prior written notice of such cancellation or
reduction in coverage to the City Attomey, City of Lodi, P.O. Box 3008, Lodi, CA 95241.
(e) Contractor egress and stipulates that any insurance coverage provided to the City of Lodi shall provide for o claims period following termination
of coverage which Is at least consistent with the claims period or statutes of limitations found in the Califamia Tort Claims Act (California
Government Code Section 810 at seq.).
'Claims made' coverage requiring the insureds to give notice of any potential liability during a time period shorter than that found in the Tort
Claims Act iWl be unacceptable.
5414 ComoensopgJpsurance The Contractor shall take out and maintain during the life of this contract, Worker's Compensation Insurance for all
of Contractors emlil ees employed at the site of the project and, if any work is sublet, Contractor shalt require the subcontractor similarly to provide
Workers Compensation Insurance for all of the latter's employees unless such employees are covered by the protection afforded by the Contractor. in
case any class of employees engaged in hazardous work under this contract at the site of the project is not protected under the Worker's
Compensation 5tatpts, the Contractor shaft provide and shah cause each subcontractor to provide insurance for the protection of said employees. This
policy may not be canceled nor the coverage reduced by the company without 30 days' prior written notice of such cancellation or reduction in
coverage to the City Attorney, City of Lodi, P.O. Box 3008, Lodi, CA 95241.
RESOLUTION NO. 2004-235
A RESOLUTION OF THE LODI CITY COUNCIL AUTHORIZING
THE CITY MANAGER TO EXECUTE A PROFESSIONAL
SERVICES AGREEMENT WITH POWER ENGINEERS, INC.,
FOR PERFORMING THE "ARC FLASH STUDY" AT HENNING,
INDUSTRIAL, KILLELEA, AND MCLANE SUBSTATIONS
NOW, THEREFORE, BE IT RESOLVED that the Lodi City Council hereby
authorizes the City Manager to enter into a professional services agreement with Power
Engineers, Inc., for performing the "Arc Flash Study". at Henning, Industrial, Killelea, and
McLane Substations at a cost not to exceed $11,330.00.
Dated: November 3, 2004
I hereby certify that Resolution No. 2004-235 was passed and adopted by the
Lodi City Council in a regular meeting held November 3, 2004, by the following vote:
AYES: COUNCIL MEMBERS -- Hitchcock, Howard, Land, and
Mayor Hansen
NOES: COUNCIL MEMBERS — None
ABSENT: COUNCIL MEMBERS — Beckman
ABSTAIN: COUNCIL MEMBERS — None
SUSAN J. BLACKSTON
City Clerk
2004-235