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HomeMy WebLinkAboutAgenda Report - December 3, 2014 C-04AM AGENDA ITEM r CITY OF LODI COUNCIL COMMUNICATION TM AGENDA TITLE: Adopt Resolution Authorizing City Manager to Execute Professional Services Agreement with Siemens Industry, Inc. c/o Geo. E. Honn Company, Inc. of Vacaville for Power Circuit Breaker Repairs ($45,015) MEETING DATE: December 3, 2014 PREPARED BY: Electric Utility Director RECOMMENDED ACTION: Adopt a resolution authorizing the City Manager to execute a professional services agreement with Siemens Industry, Inc. c/o Geo. E. Honn Company, Inc. of Vacaville for power circuit breaker repairs in an amount not to exceed $45,015. BACKGROUND INFORMATION: The Electric Utility (EU) maintains four substations that utilize 72,500 volt rated Siemens power circuit breakers to protect the substation and sub -transmission systems from faults and failures. Standard industry practice is to utilize a non-flammable gas such as sulfur hexafluoride (SF6) to insulate the circuit breakers against electrical arcing. The SF6 gas is contained within the circuit breaker by a gasket and seal system. The gaskets and seals identified in six circuit breakers have degraded and are leaking the gas into the atmosphere at unacceptable levels. SF6 is a highly -regulated fluorocarbon at both the federal and State levels; the State of California Air Resources Boards has set aggressive targets for reductions of SF6 to 1.0% by 2020. The EU cannot meet this mandate without repairs to the circuit breakers. In addition, failure of the gaskets and seals will lead to the circuit breakers being inoperable. In July 2014, EU staff engaged Siemens to troubleshoot and identify repairs that are needed to the Siemens designed and constructed power circuit breaker. Siemens' unique knowledge and technical expertise of their product renders them as uniquely qualified to make the necessary repairs. Further, as part of this project, Siemens warranties repairs while providing hands-on training to EU staff, which will enable similar repairs to be completed in-house. FISCAL IMPACT: Not to exceed $45,015. FUNDING AVAILABLE: Included in FY2014/15 Budget Account No. 50064200.72450. Jordan Ayers Deputy City Mana nternal Servi� Director Elizabeth A. Kirkley Electric Utility Director PREPARED BY: Charles J. Berry, Electric Utility Superintendent EAK/CJB/ke APPROVED: r, City Manager AGREEMENT FOR PROFESSIONAL SERVICES ARTICLE 1 PARTIES AND PURPOSE Section 1.1 Parties THIS AGREEMENT is entered into on , 2014, by and between the CITY OF LODI, a municipal corporation (hereinafter "CITY"), and Siemens Industry, Inc. c/o the Geo. E. Honn Company, Inc. (hereinafter "CONTRACTOR"). Section 1.2 Purpose CITY selected the CONTRACTOR to provide the services required in accordance with attached Scope of Services, Exhibit A, attached and incorporated by this reference. CITY wishes to enter into an agreement with CONTRACTOR for repair S176 Gas Leaks on (6) Siemens SP Circuit Breakers (hereinafter "Project") as set forth in the Scope of Services attached here as Exhibit A. CONTRACTOR acknowledges that it is qualified to provide such services to CITY. ARTICLE 2 SCOPE OF SERVICES Section 2.1 Scope of Services CONTRACTOR, for the benefit and at the direction of CITY, shall perform the Scope of Services as set forth in Exhibit A. Section 2.2 Time For Commencement and Completion of Work CONTRACTOR shall commence work pursuant to this Agreement, upon receipt of a written notice to proceed from CITY or on the date set forth in Section 2.6, whichever occurs first, and shall perform all services diligently and complete work under this Agreement based on a mutually agreed upon timeline or as otherwise designated in the Scope of Services. CONTRACTOR shall submit to CITY such reports, diagrams, drawings and other work products as may be designated in the Scope of Services. CONTRACTOR shall not be responsible for delays caused by the failure of CITY staff to provide required data or review documents within the appropriate time frames. The review time by CITY and any other agencies involved in the project shall not be counted against CONTRACTOR's contract performance period. Also, any delays due to 1 weather, vandalism, acts of God, etc., shall not be counted. CONTRACTOR shall remain in contact with reviewing agencies and make all efforts to review and return all comments. Section 2.3 Meetings CONTRACTOR shall attend meetings as may be set forth in the Scope of Services. Section 2.4 Staffing CONTRACTOR acknowledges that CITY has relied on CONTRACTOR's capabilities and on the qualifications of CONTRACTOR's principals and staff as identified in its proposal to CITY. The Scope of Services shall be performed by CONTRACTOR, unless agreed to otherwise by CITY in writing. CITY shall be notified by CONTRACTOR of any change of Project Manager and CITY is granted the right of approval of all original, additional and replacement personnel at CITY's sole discretion and shall be notified by CONTRACTOR of any changes of CONTRACTOR's project staff prior to any change. CONTRACTOR represents it is prepared to and can perform all services within the Scope of Services (Exhibit A) and is prepared to and can perform all services specified therein. CONTRACTOR represents that it has, or will have at the time this Agreement is executed, all licenses, permits, qualifications, insurance and approvals of whatsoever nature are legally required for CONTRACTOR to practice its profession, and that CONTRACTOR shall, at its own cost and expense, keep in effect during the life of this Agreement all such licenses, permits, qualifications, insurance and approvals, and shall indemnify, defend and hold harmless CITY against any costs associated with such licenses, permits, qualifications, insurance and approvals which may be imposed against CITY under this Agreement. Section 2.5 Subcontracts Unless prior written approval of CITY is obtained, CONTRACTOR shall not enter into any subcontract with any other party for purposes of providing any work or services covered by this Agreement. Section 2.6 Term The term of this Agreement commences on December 3, 2014 and terminates upon the completion of the Scope of Services or on June 30, 2015, whichever occurs first. ARTICLE 3 COMPENSATION Section 3.1 Compensation CONTRACTOR's compensation for all work under this Agreement shall conform to the provisions of the Fee Proposal, attached hereto as Exhibit B and incorporated by this reference. CONTRACTOR shall not undertake any work beyond the scope of this Agreement unless such additional work is approved in advance and in writing by CITY. Section 3.2 Method of Payment CONTRACTOR shall submit invoices for completed work on a monthly basis, or as otherwise agreed, providing, without limitation, details as to amount of hours, individual performing said work, hourly rate, and indicating to what aspect of the Scope of Services said work is attributable. CONTRACTOR's compensation for all work under this Agreement shall not exceed the amount of the Fee Proposal. Section 3.3 Costs The Fee Proposal shall include all reimbursable costs required for the performance of the Scope of Services. Payment of additional reimbursable costs considered to be over and above those inherent in the original Scope of Services shall be approved in advanced and in writing, by CITY. Section 3.4 Auditing CITY reserves the right to periodically audit all charges made by CONTRACTOR to CITY for services under this Agreement. Upon request, CONTRACTOR agrees to furnish CITY, or a designated representative, with necessary information and assistance needed to conduct such an audit. CONTRACTOR agrees that CITY or its delegate will have the right to review, obtain and copy all records pertaining to performance of this Agreement. CONTRACTOR agrees to provide CITY or its delegate with any relevant information requested and shall permit CITY or its delegate access to its premises, upon reasonable notice, during normal business hours for the purpose of interviewing employees and inspecting and copying such books, records, accounts, and other material that may be relevant to a matter under investigation for the purpose of determining compliance with this requirement. CONTRACTOR further agrees to maintain such records for a period of three (3) years after final payment under this Agreement. 3 ARTICLE 4 MISCELLANEOUS PROVISIONS Section 4.1 Nondiscrimination In performing services under this Agreement, CONTRACTOR shall not discriminate in the employment of its employees or in the engagement of any sub CONTRACTOR on the basis of race, color, religion, sex, sexual orientation, marital status, national origin, ancestry, age, or any other criteria prohibited by law. Section 4.2 ADA Compliance In performing services under this Agreement, CONTRACTOR shall comply with the Americans with Disabilities Act (ADA) of 1990, and all amendments thereto, as well as all applicable regulations and guidelines issued pursuant to the ADA. Section 4.3 Indemnification and Responsibility for Damage CONTRACTOR to the fullest extent permitted by law, shall indemnify and hold harmless CITY, its elected and appointed officials, directors, officers, employees and volunteers from and against any claims, damages, losses, and expenses (including reasonable attorney's fees and costs), arising out of performance of the services to be performed under this Agreement, provided that any such claim, damage, loss, or expense is caused by the negligent acts, errors or omissions of CONTRACTOR, any subcontractor employed directly by CONTRACTOR, anyone directly or indirectly employed by any of them, or anyone for whose acts they may be liable, except those injuries or damages arising out of the active negligence, sole negligence, or sole willful misconduct of the City of Lodi, its elected and appointed officials, directors, officers, employees and volunteers. CITY may, at its election, conduct the defense or participate in the defense of any claim related in any way to this indemnification. If CITY chooses at its own election to conduct its own defense, participate in its own defense, or obtain independent legal counsel in defense of any claim related to this indemnification, CONTRACTOR shall pay all of the costs related thereto, including without limitation reasonable attorney fees and costs. The defense and indemnification obligations required by this Agreement are undertaken in addition to, and shall not in any way be limited by the insurance obligations set forth herein. Section 4.4 No Personal Liability Neither the City Council, nor any other officer or authorized assistant or agent or City employee shall be personally responsible for any liability arising under this Agreement. 4 Section 4.5 Responsibility of CITY CITY shall not be held responsible for the care or protection of any material or parts of the work described in the Scope of Services prior to final acceptance by CITY, except as expressly provided herein. Section 4.6 Insurance Requirements for CONTRACTOR CONTRACTOR shall take out and maintain during the life of this Agreement, insurance coverage as set forth in Exhibit C attached hereto and incorporated by this reference. Section 4.7 Successors and Assigns CITY and CONTRACTOR each bind themselves, their partners, successors, assigns, and legal representatives to this Agreement without the written consent of the others. CONTRACTOR shall not assign or transfer any interest in this Agreement without the prior written consent of CITY. Consent to any such transfer shall be at the sole discretion of CITY. Section 4.8 Notices Any notice required to be given by the terms of this Agreement shall be in writing signed by an authorized representative of the sender and shall be deemed to have been given when the same is personally served or upon receipt by express or overnight delivery, postage prepaid, or three (3) days from the time of mailing if sent by first class or certified mail, postage prepaid, addressed to the respective parties as follows: To CITY: City of Lodi 221 West Pine Street P.O. Box 3006 Lodi, CA 95241-1910 Attn: C.J. Berry, Electric Utility Superintendent To CONTRACTOR: Siemens Industry, Inc. c/o Geo. E. Honn Company, Inc. 853 A Cotting Court Vacaville, CA 95688 Attn: James Magolske Section 4.9 Cooperation of CITY CITY shall cooperate fully and in a timely manner in providing relevant information it has at its disposal relevant to the Scope of Services. Section 4.10 CONTRACTOR is Not an Employee of CITY CONTRACTOR agrees that in undertaking the duties to be performed under this Agreement, it shall act as an independent contractor for and on behalf of CITY and not an employee of CITY. CITY shall not direct the work and means for accomplishment of 5 the services and work to be performed hereunder. CITY, however, retains the right to require that work performed by CONTRACTOR meet specific standards without regard to the manner and means of accomplishment thereof. Section 4.11 Termination CITY may terminate this Agreement, with or without cause, by giving CONTRACTOR at least ten (10) days written notice. Where phases are anticipated within the Scope of Services, at which an intermediate decision is required concerning whether to proceed further, CITY may terminate at the conclusion of any such phase. Upon termination, CONTRACTOR shall be entitled to payment as set forth in the attached Exhibit B to the extent that the work has been performed. Upon termination, CONTRACTOR shall immediately suspend all work on the Project and deliver any documents or work in progress to CITY. However, CITY shall assume no liability for costs, expenses or lost profits resulting from services not completed or for contracts entered into by CONTRACTOR with third parties in reliance upon this Agreement. Section 4.12 Confidentiality CONTRACTOR agrees to maintain confidentiality of all work and work products produced under this Agreement, except to the extent otherwise required by law or permitted in writing by CITY. CITY agrees to maintain confidentiality of any documents owned by CONTRACTOR and clearly marked by CONTRACTOR as "Confidential" or "Proprietary", except to the extent otherwise required by law or permitted in writing by CONTRACTOR. CONTRACTOR acknowledges that CITY is subject to the California Public Records Act. Section 4.13 Applicable Law, Jurisdiction, Severability, and Attorney's Fees This Agreement shall be governed by the laws of the State of California. Jurisdiction of litigation arising from this Agreement shall be venued with the San Joaquin County Superior Court. If any part of this Agreement is found to conflict with applicable laws, such part shall be inoperative, null, and void insofar as it is in conflict with said laws, but the remainder of this Agreement shall be in force and effect. In the event any dispute between the parties arises under or regarding this Agreement, the prevailing party in any litigation of the dispute shall be entitled to reasonable attorney's fees from the party who does not prevail as determined by the San Joaquin County Superior Court. 6 Section 4.14 City Business License Requirement CONTRACTOR acknowledges that Lodi Municipal Code Section 3.01.020 requires CONTRACTOR to have a city business license and CONTRACTOR agrees to secure such license and pay the appropriate fees prior to performing any work hereunder. Section 4.15 Captions The captions of the sections and subsections of this Agreement are for convenience only and shall not be deemed to be relevant in resolving any question or interpretation or intent hereunder. Section 4.16 Integration and Modification This Agreement represents the entire understanding of CITY and CONTRACTOR as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered hereunder. This Agreement may not be modified or altered except in writing, signed by both parties. Section 4.17 Contract Terms Prevail All exhibits and this Agreement are intended to be construed as a single document. Should any inconsistency occur between the specific terms of this Agreement and the attached exhibits, the terms of this Agreement shall prevail. Section 4.18 Severability The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. Section 4.19 Ownership of Documents All documents, photographs, reports, analyses, audits, computer media, or other material documents or data, and working papers, whether or not in final form, which have been obtained or prepared under this Agreement, shall be deemed the property of CITY. Upon CITY's request, CONTRACTOR shall allow CITY to inspect all such documents during CONTRACTOR's regular business hours. Upon termination or completion of services under this Agreement, all information collected, work product and documents shall be delivered by CONTRACTOR to CITY within ten (10) calendar days. CITY agrees to indemnify, defend and hold CONTRACTOR harmless from any liability resulting from CITY's use of such documents for any purpose other than the purpose for which they were intended. 7 Section 4.20 Authority The undersigned hereby represent and warrant that they are authorized by the parties to execute this Agreement. Section 4.21 Federal Transit Funding Conditions ❑ If the box at left is checked, the Federal Transit Funding conditions attached as Exhibit D apply to this Agreement. In the event of a conflict between the terms of this Agreement or any of its other exhibits, and the Federal Transit Funding Conditions, the Federal Transit Funding Conditions will control. IN WITNESS WHEREOF, CITY and CONTRACTOR have executed this Agreement as of the date first above written. ATTEST: JENNIFER M. ROBISON City Clerk APPROVED AS TO FORM: JANICE D. MAGDICH, City Attorney By: r�r CITY OF LODI, a municipal corporation STEPHEN SCHWABAUER City Manager Siemens Industry, Inc. c/o Geo E Honn Co. By: _ Name Title: Bryson Berlin Business Development Manager Attachments: Exhibit A — Scope of Services Exhibit B — Fee Proposal Exhibit C — Insurance Requirements Exhibit D — Federal Transit Funding Conditions (if applicable) Funding Source: 50064200.72450 (Business Unit & Account No.) Doc ID: CA:Rev.07.2014 8 n at Geo. E. Honn Co., Inc. 853 A Cotting Court Vacaville, CA 95688 Fax 707/455-0245 Phone 707/455-0241 E-mail: sandi@honn.com -mail message sent Frida , November 21, 2014 To: City of Lodi Attn: Charles Berry From: Sandi Mills for James Magolske Subj: Siemens Industry, Inc. Proposal No. SF14861858R3 Repair SF6 Gas Leaks on (6) Siemens SP Circuit Breakers Page 1 of 7 city of l.di siemens industry Proposal No SF14861858R3 112114.d—) Dear Charles: The following is the quotation you requested to combine the service and the parts into one proposal and to revise the terms and conditions to the agreed upon City of Lodi terms: (see attached) When issuing a purchase order, make it out to Siemens Industry, Inc. c/o the Geo. E. Honn Co., Inc. We appreciate the opportunity to provide you with the above quotation. Please let us know if we can be of further assistance. Regards, Sam Miffs http://www.honn.com Page 1 SIEMENS PROPOSAL FOR: City of Lodi Project: Repair SF6 Gas Leaks on (6) Siemens SP Circuit Breakers Presented by: James Magolske George E. Honn and Associates (an authorized Siemens Energy sales representative) Tel. (707) 455-0241 Presented by: Bryson Berlin Siemens Industry, Inc. Asset Services Tel: (281) 824-9631 Proposal No. SF14861858R3 Siemens Power Transmission & Distribution, Inc. Service Solutions Division P.O. Box 29503 Raleigh, NC 27626-0503 7000 Siemens Road Wendell, NC 27591 Tel. +1 800-347-6659 November 20, 2014 Table of contents Overview 1. Work Scope - EXHIBIT A 2. Division of Responsibilities - EXHIBIT A 3. Schedule - EXHIBIT A 4. Clarifications - EXHIBIT A 5. Pricing - EXHIBIT B 6. Conditions of Payment - EXHIBIT B 7. Ordering Information - EXHIBIT B 8. Terms and Conditions - EXHIBIT B Overview Siemens is pleased to provide City of Lodi with this proposal to repair active SF6 gas leaks on (6) existing Siemens SP -72.5 circuit breakers. All labor shall be performed the Industrial Substation located near Lodi, CA. Existing Equipment: Siemens Circuit Breaker. TVDe SP -72.5-23-2. 2 1 1 1 1 1 1 1 1 Breaker Serial Number Position ID Leak Origin Repair Action 44756-4 6060 #3 Bushing Flange Remove + Regasket all 6 Bushings 44778-1 6065 #6 Bushing Flange Remove + Regasket all 6 Bushings 44778-2 6068 SF6 Density Monitor SF6 Density Monitor Ass 50490-2 6070 Gas Fitting + Pressure Gauge Broken -Replace Replace fitting at rear cover plate + Replace broken SF6 gauge 44795-1 32 Pressure Gauge Replace SF6 gauge 44778-4 12 Possible Bushing Flange Remove + R asket all 6 Bushings All the above units SF6 Fill port I Replace all (6) Fill Port Fittings + Caps This offer is based on the information supplied in the Field Service Report by Clell Allred, Aug 5th. K 1. Work Scope EXHIBIT A Siemens shall provide field services to repair the SF6 gas leaks identified on each circuit breaker. All additional SF6 pressure required / needed will be the responsibility of the City of Lodi and is not included in this proposal. 2. Division of Responsibilities Siemens will be responsible for the following: ■ Repair active SF6 leaks as identified in the Siemens Field Service Report ■ Supply SF6 gas recovery cart ■ Supply (2) Field Engineers to perform the work activities ■ Supply hand tools required for the repairs ■ Supply any specialized test equipment (100A Micro -Ohm Meter) ■ Verify repairs are satisfactory using a hand held gas detection device. The City of Lodi will be responsible for the following: ■ Provide a contact person at the site. ■ Provide complete access, free and un -obstructed, to the substation where work is to be performed. ■ Obtain any permits required to perform the work (if applicable). ■ Perform switching and operation of existing equipment. Equipment must be in the Open position and the Air Disconnect switch blades OPEN. ■ Provide lockout and tag out of breaker to be worked on (installation and removal). ■ Supply an A Frame ladder. ■ Supply (1) section of scaffolding + work platform to facilitate the repairs ■ Re-energize the breakers after Siemens work is complete. ■ Supply any required / additional SF6 gas needed to facilitate the repairs. 3. Schedule • The work scope described above will require 4 - 10hr days. • Each circuit breaker will need to be out of service to perform the repairs. • The work scope described above shall be performed during normal business hours during an outage schedule that is mutually agreeable to both Siemens and City of Lodi. No premium overtime hours have been included. • Siemens requires 3-4 weeks advanced notice ahead of project start date in order to schedule necessary equipment and personnel. 4. Clarifications Following are the clarifications, comments and exceptions for the project: 1. Any material or labor outside the described work scope (above) shall be reviewed with City of Lodi and if approved shall be billed in addition to this proposal and shall be billed on a Time and Material basis at our current published rates (attached). 2. Delays beyond the control of Siemens, excluding weather related, are not included in this work scope. Delays beyond Siemens' control will be billed at the current published Domestic Field Service Rates (Form SVCPL- 2011). 3. Siemens reserves the right to use non-union labor to perform this work scope. 5. Pricing EXHIBIT B Siemens shall provide the labor described above on a Fixed / Firm Price type of contract. 5.1 Labor Firm Price to perform SF6 Leak repairs on (6) SP -72 Circuit Breakers............................................................. $37,470.00 • This proposal is valid for 60 days 5.2 Parts • 1 each Major Inspection Tool and Parts Kit 16581322G01 $1,858.00 each • 2 each Major Inspection Parts Kits 16581323G01 $1,450.00 each 1 each Rear Cover Quick Disconnect 40431397G01 $85.00 each • 1 each SF6 Density Switch 7331 D281-119 $1,680.00 each • 1 each Tube Block 72280716003 $484.00 each (Capilary Tube Block on breaker needs to be changed due to vendor modification) • 6 each SF6 Fill Port Quick Disconnects 40431397G03 $85.00 each • 1 each Connector W 42320411 $29.00 each Partstotal......................................................................................$7,546.00 6. Conditions of Payment ■ Invoicing for service will be processed immediately upon completion of work. ■ Payment terms are NET 30 days. 7. Ordering Information Please make purchase order to the following Siemens entity: Siemens Industry Inc. 7000 Siemens Road Wendell, NC 27591 Attention: Bryson Berlin Email: bryson.berlina-siemens.com Phone: (281) 824-9631 8. Terms and Conditions The terms that apply to this order are ones previously agreed to by Siemens and the City of Lodi, CA, Risk. rev.032014 1 Siemens Industry, Inc. ("Seller") Smart Grid Applications Division Standard Terms and Conditions of Product Sales and Services (3/31/2010) 1.Applicable Terms. These terms govern the sale of goods and services (collectively, "Products") by Siemens. Whether these terms are included in a proposal, offer or an acceptance by Siemens, such proposal, offer or acceptance is conditioned on Buyer's assent to these terms. Any additional, different or conflicting terms contained in Buyer's request for proposal, specifications, purchase order or any other written or oral communication from Buyer shall not be binding in anyway on Siemens. Siemens' failure to object to any such additional, different or conflicting terms shall not operate as a waiver of these terms. 2. Pricing & Payment. The prices for the Products shall be: (a) as stated in Siemens' proposal; or, if none are stated (b) Siemens' standard prices in effect at the time of release for shipment or performance of services. In the event of a price increase or decrease, the price of Products on order shall be adjusted to reflect such increase or decrease. This does not apply to a shipment held by request of Buyer. Products already shipped are not subject to price increase or decrease. Siemens may require, at its discretion, a reasonable and appropriate down payment prior to commencing work. Discounts, if any, are as specified on the latest discount sheets issued from time to time. Cash discounts are not applicable to notes or trade acceptances, to prepaid transportation charges when added to Siemens' invoices or to discountable items if there are undisputed past due items on the account. Cash discounts shall only be allowed on that portion of the invoice paid within the normal discount period. (a) Payment - Unless otherwise stated, all payments shall be net thirty (30) days from the date of invoice payable in United States Dollars. (b) Credit Approval - All orders are subject to credit approval by Siemens. The amount of credit or terms of payment may be changed or credit withdrawn by Siemens at any time for any reason without advance notice. Siemens may, in its discretion, withhold further manufacture, performance or shipment; require immediate cash payments for past and future shipments or performance; or require other security satisfactory to Siemens before further manufacture, performance or shipment is made; and may, if shipment has been made, recover the Products from the carrier, pending receipt of such assurances. (c) Installment Shipment - If these terms require or authorize delivery of Products in separate lots, shipments or milestones to be separately accepted by Buyer, Buyer may only refuse such portion of a lot, shipment or milestone that fails to comply with the requirements of these terms. Buyer may not refuse to receive any lot or portion of hereunder forfeiture of any other lot or portion of a lot to be delivered or to comply with these terms, unless such right of refusal is expressly provided for on the face hereof. Buyer shall pay for each lot in accordance with the terms hereof. Payment shall be made for the Products without regard to whether Buyer has made or may make any inspection of the Products. Products held for Buyer are at Buyers sole risk and expense. (d) Taxes, Shipping, Packing, Handling - Except to the extent expressly stated in these terms, Siemens' prices do not include any freight, storage, insurance, taxes, excises, fees, duties or other government charges related to the Product, and Buyer shall pay such amounts or reimburse Siemens for any amounts Siemens pays. If Buyer claims a tax or other exemption or direct payment permit, it shall provide Siemens with a valid exemption certificate or permit and indemnify, defend and hold Siemens harmless from any taxes, costs and penalties arising out of same. Siemens' prices include the costs of its standard domestic packing only. Any deviation from this standard packing (domestic or export), including U.S. Government sealed packing, shall result in extra charges. To determine such extra charges, consult Siemens' sales offices. Any and all increases, changes, adjustments or surcharges (including, without limitation, fuel surcharges) which may be in connection with the freight charges, rates or classification included as part of these terms, shall be for the Buyer's account. (e) Finance Charge - Buyer agrees to pay FINANCE CHARGES on the unpaid balance of all overdue invoices, less any applicable payments and credits, from the date each invoice is due and payable at an ANNUAL PERCENTAGE RATE of EIGHTEEN PERCENT (18%), or the highest applicable and lawful rate on such unpaid balance, whichever is lower. (f) Disputed Invoice - In the event Buyer disputes any portion or all of an invoice, it shall notify Siemens in writing of the amount in dispute and the reason for its disagreement within twenty-one (21) days of receipt of the invoice. The undisputed portion shall be paid when due, and FINANCE CHARGE on any unpaid portion shall accrue, from the date due until the date of payment, to the extent that such amounts are finally determined to be payable to Siemens. (g) Collection - Upon Buyers default of these terms, Siemens may, in addition to any other rights or remedies at contract or law, subject to any cure right of Buyer, declare the entire balance of Buyers account immediately due and payable or foreclose any security interest in Products delivered. if any unpaid balance is referred for collection, Buyer agrees to pay Siemens, to the extent permitted by law, reasonable attorney fees in addition to all damages otherwise available, whether or not litigation is commenced or prosecuted to final judgment, plus any court costs or expenses incurred by Siemens, and any FINANCE CHARGES accrued on any unpaid balance owed by Buyer. (h) Suspension/Termination Right - Siemens reserves the right to suspend work if Buyer is over thirty (30) days late in payment of an undisputed invoice. Siemens reserves the right to terminate the order if Buyer is over sixty (60) days late in payment of an undisputed invoice. 3. Delivery; Title; Risk of Loss. Product shall be delivered F.O.B. Siemens point of shipment with title to the Product and risk of loss or damage for the Product passing to Buyer at that point. Buyer shall be responsible for all transportation, insurance and related expenses including any associated taxes, duties or documentation. Siemens may make partial shipments. Shipping dates are approximate only and Siemens shall not be liable for any loss or expense (consequential or otherwise) incurred by Buyer or Buyers customers if Siemens fails to meet the specified delivery schedule. 4. Deferment and Cancellation. Buyer shall have no deferment rights and Buyer shall be liable for cancellation charges, which shall include without limitation: (a) payment of the full product price for any finished Product or works in progress; (b) payment for raw materials ordered pursuant to a firm purchase order; and (c) such other direct costs incurred by Siemens as a result of such cancellation. 5. Force Majeure / Delays. If Siemens suffers delay in performance due to any cause beyond its reasonable control, including without limitation acts of God, strikes, labor shortage or disturbance, fire, accident, war or civil disturbance, delays of carriers, failure of normal sources of supply, or acts of government, the time of performance shall be extended a period of time equal to the period of the delay and its consequences. Siemens will give to Buyer notice within a reasonable time after Siemens becomes aware of any such delay. Siemens shall be entitled to reimbursement of actual costs directly attributable to the force majeure event. A force majeure event lasting greater than six (6) months shall entitle either party to terminate the agreement. 6. Buyer's Requirements. Timely performance by Siemens is contingent upon Buyers supplying to Siemens all required technical information and data, including drawing approvals, and all required commercial documentation. Siemens shall be entitled to a change order under Section 11 of these terms for any delay caused by the Buyer, its contractors, successors or assigns. 7. Limited Warranty. (a) Limited Product Warranty Statements - For each Product purchased from Siemens or an authorized reseller, Siemens makes the following limited warranties: (i) the Product is free from defects in material and workmanship, (it) the Product materially conforms to Siemens' specifications that are attached to, or expressly incorporated by reference into, these terms; (iii) at the time of delivery, Siemens has title to the Product free and clear of liens and encumbrances; and (iv) for professional services performed by Siemens hereunder, Siemens warrants the services will be performed in accordance with generally accepted professional standards (collectively, the "Limited Warranties"). The Limited Warranties set forth herein does not apply to any software furnished by Siemens. If software is furnished by Siemens, then the attached Software License Addendum shall apply. (b) Conditions to the Limited Warranties - The Limited Warranties are conditioned on (i) Buyer storing, installing, operating and maintaining the Product in accordance with Siemens' instructions; (ii) no repairs, modifications or alterations being made to the Product other than by Siemens or its authorized representatives; (iii) using the Product within any conditions or in compliance with any parameters set forth in specifications that are attached to, or expressly incorporated by reference into, these terms; (iv) Buyer discontinuing use of the Product after it has, or should have had, knowledge of any defect in the Product; (v) Buyer providing prompt written notice of any warranty claims within the warranty period described below; (vi) at Siemens' discretion, Buyer either removing and shipping the Product or non -conforming part thereof to Siemens, at Buyers expense, or Buyer granting Siemens access to the Products at all reasonable times and locations to assess the warranty claims; and (vii) Buyer not being in default of any payment obligation to Siemens under these terms. (c) Exclusions from Limited Warranty Coverage - The Limited Warranties specifically exclude any equipment comprising part of the Product that is not manufactured by Siemens or not bearing its nameplate. To the extent permitted, Siemens herby assigns any warranties made to Siemens for such equipment. Siemens shall have no liability to Buyer under any legal theory for such equipment or any related assignment of warranties. Additionally, any Product that is described as being experimental, developmental, prototype, or pilot is specifically excluded from the Limited Warranties and provided to Buyer "as is" with no warranties of any kind. Also excluded from the Limited Warranties are normal wear and tear items including any expendable items that comprise part of the Product, such as fuses, light bulbs and lamps. (d) Limited Warranty Period -Buyer shall have twelve (12) months from initial operation of the Product or eighteen (18) months from shipment, whichever occurs first (or in the case of services, twelve (12) months from the completion of services), to provide Siemens with prompt, written notice of any claims of breach of the Limited Warranties. Continued use or possession of the Product after expiration of the warranty period shall be conclusive evidence that the Limited Warranties have been fulfilled to the full satisfaction of Buyer, unless Buyer has previously provided Siemens with notice of a breach of the Limited Warranties. (e) Remedies for Breach of Limited Warranty -Buyers sole and exclusive remedies for any breach of the Limited Warranties are limited to Siemens' choice of repair or replacement of the Product, or non -conforming parts thereof, re -performance of the services, or refund of all or part of the purchase price. The warranty on repaired or replaced parts of the Product or re -performed services shall be limited to the remainder of the original warranty period. Unless otherwise agreed to in writing by Siemens, (i) Buyer shall be responsible for any labor required to gain access to the Product so that Siemens can assess the available remedies and (ii) Buyer will be responsible for providing Siemens with working access to the Products, including the removal, disassembly, replacement or reinstallation of any equipment, materials or structures to the extent necessary to permit Siemens to perform its warranty obligations, or transportation costs to and from the Siemens factory or repair facility, or for damage to equipment components or parts resulting in whole or in part from improper maintenance or operation or from their deteriorated condition. All exchanged Products replaced under this Limited Warranty will become the property of Siemens. (f) Transferability - The Limited Warranties shall be transferable during the warranty period to the initial end-user of the Product. THE LIMITED WARRANTIES SET FORTH IN THIS SECTION 7 ARE SIEMENS' SOLE AND EXCLUSIVE WARRANTIES AND ARE SUBJECT TO THE LIMITS OF LIABILITY SET FORTH IN SECTION 8 BELOW. SIEMENS MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, COURSE OF DEALING AND USAGE OF TRADE. a. LIMITATION OF LIABILITY. NEITHER SIEMENS, NOR ITS SUPPLIERS, SHALL BE LIABLE, WHETHER IN CONTRACT, WARRANTY, FAILURE OF A REMEDY TO ACHIEVE ITS INTENDED OR ESSENTIAL PURPOSES, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, INDEMNITY OR ANY OTHER LEGAL THEORY, FOR LOSS OF USE, REVENUE, SAVINGS OR PROFIT, OR FOR COSTS OF CAPITAL OR OF SUBSTITUTE USE OR PERFORMANCE, OR FOR INDIRECT, SPECIAL, LIQUIDATED, PUNITIVE, EXEMPLARY, COLLATERAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR FOR ANY OTHER LOSS OR COST OF A SIMILAR TYPE, OR FOR CLAIMS BY BUYER ITS SUCCESSORS OR ASSIGNS FOR DAMAGES OF BUYER'S CUSTOMERS. SIEMENS' MAXIMUM LIABILITY UNDER THIS CONTRACT SHALL BE THE ACTUAL PURCHASE PRICE RECEIVED BY SIEMENS FOR THE PRODUCT AT ISSUE OR ONE MILLION DOLLARS, WHICHEVER IS LESS. BUYER AGREES THAT THE EXCLUSIONS AND LIMITATIONS SET FORTH IN THIS SECTION 8 ARE SEPARATE AND INDEPENDENT FROM ANY REMEDIES WHICH BUYER MAY HAVE HEREUNDER AND SHALL BE GIVEN FULL FORCE AND EFFECT WHETHER OR NOT ANY OR ALL SUCH REMEDIES SHALL BE DEEMED TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. THESE LIMITATIONS OF LIABILITY ARE EFFECTIVE EVEN IF SIEMENS HAS BEEN ADVISED BY BUYER OF THE POSSIBILITY OF SUCH DAMAGES. SIEMENS LIABILITY WITH REGARD TO THIS AGREEMENT SHALL CEASE UPON THE EXPIRATION OF THE LIMITED WARRANTY PERIOD. 9. PATENT AND COPYRIGHT INFRINGEMENT. Siemens will, at its own expense, defend or at its option settle any suit or proceeding brought against Buyer in so far as it is based on an allegation that any Product (including parts thereof), or use thereof for its intended purpose, constitutes an infringement of any United States patent or copyright, if Siemens is promptly provided notice and given authority, information, and assistance in a timely manner for the defense of said suit or proceeding. Siemens will pay the damages and costs awarded in any suit or proceeding so defended Siemens will not be responsible for any settlement of such suit or proceeding made without its prior written consent. In case the Product, or any part thereof, as a result of any suit or proceeding so defended is held to constitute infringement or its use by Buyer is enjoined, Siemens will, at its option and its own expense, either. (a) procure for Buyer the right to continue using said Product; (b) replace it with substantially equivalent non -infringing Product; or (c) modify the Product so it becomes non -infringing. Siemens will have no duty or obligation to Buyer under this Section 9 to the extent that the Product is (a) supplied according to Buyers design or instructions wherein compliance therewith has caused Siemens to deviate from its normal course of performance; (b) modified by Buyer or its contractors after delivery; or (c) combined by Buyer or its contractors with devices, methods, systems or processes not furnished hereunder and by reason of said design, instruction, modification, or combination a suit is brought against Buyer. yn addition, if by reason of such design, instruction, modification or combination, a suit or proceeding is brought against Siemens, Buyer shall protect Siemens in the same manner and to the same extent that Siemens has agreed to protect Buyer under the provisions of this Section 9. THIS SECTION 9 IS AN EXCLUSIVE STATEMENT OF ALL THE DUTIES OF THE PARTIES RELATING TO PATENTS AND COPYRIGHTS, AND DIRECT OR CONTRIBUTORY PATENT OR COPYRIGHT AND OF ALL THE REMEDIES OF BUYER RELATING TO ANY CLAIMS, SUITS, OR PROCEEDINGS INVOLVING PATENTS AND COPYRIGHTS. 10. Compliance with Laws. Buyer agrees to comply with all applicable laws and regulations relating to the purchase, resale, exportation, transfer, assignment, disposal or use of the goods. 11. Changes in Work. Siemens shall not implement any changes in the scope of work unless Buyer and Siemens agree in writing to the details of the change and any resulting price, schedule or other contractual modifications. Any change to any law, rule, regulation, order, code, standard or requirement which requires any change hereunder shall entitle Siemens to an equitable adjustment in the prices and any time of performance. 12. Non -waiver of Default. Each shipment made hereunder shall be considered a separate transaction. In the event of any default by Buyer, Siemens may decline to make further shipments. If Siemens elects to continue to make shipments, Siemens' actions shall not constitute a waiver of any default by Buyer or in any way affect Siemens' legal remedies for any such default. Any waiver of Siemens to require strict compliance with the provisions of this contract shall be in writing and any failure of Siemens to require such strict compliance shall not be deemed a waiver of Siemens' right to insist upon strict compliance thereafter. 13. Final Written Agreement; Modification of Terns. These terms, together with any quotation, purchase order or acknowledgement issued or signed by Siemens, comprise the complete and exclusive agreement between the parties (the "Agreement") and supersede any terms contained in Buyer's documents, unless separately signed by Siemens. These terms may only be modified by a written instrument signed by authorized representatives of both parties. 14. Assignment Neither party may assign the Agreement, in whole or in part, nor any rights or obligations hereunder without the prior written consent of the other; provided however that Siemens may assign its rights and obligations under these terms to its affiliates and Siemens may grant a security interest in the Agreement and/or assign proceeds of the Agreement without Buyer's consent. 15. Applicable Law and Jurisdiction. These terms is governed and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is excluded. BUYER WAIVES ALL RIGHTS TO A JURY TRIAL IN ANY ACTION OR PROCEEDING RELATED IN ANYWAY TO THESE TERMS. 16. Severability. If any provision of these terms is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired, and such provision will be deemed to be restated to reflect the original intentions of the parties as nearly as possible in accordance with applicable law. 17. Export Control. Buyer acknowledges that Siemens is required to comply with applicable export laws and regulations relating to the sale, exportation, transfer, assignment, disposal and usage of the goods provided under this agreement, including any export license requirements. Buyer agrees that such goods shall not at any time directly or indirectly be used, exported, sold, transferred, assigned or otherwise disposed of in a manner which will result in non-compliance with such applicable export laws and regulations. It shall be a condition of the continuing performance by Siemens of its obligations hereunder that compliance with such export laws and regulations be maintained at all times. BUYER AGREES TO INDEMNIFY, DEFEND AND HOLD SIEMENS HARMLESS FROM ANY AND ALL COSTS, LIABILITIES, PENALTIES, SANCTIONS AND FINES RELATED TO NON-COMPLIANCE WITH APPLICABLE EXPORT LAWS AND REGULATIONS. 18. Nuclear. Buyer represents and warrants that the goods covered by this agreement shall not be used in or in connection with a nuclear facility or application. If Buyer is unable to make such representation and warranty, then Buyer agrees to indemnify and hold harmless Siemens and to waive and require its insurers to waive all right of recovery against Siemens for any damage, loss, destruction, injury or death resulting from a "nuclear incident", as that term is defined in the Atomic Energy Act of 1954, as amended, whether or not due to Siemens's negligence. 19. Asbestos - Federal Law requires that building or facility owners identify the presence, location and quantity of asbestos containing materials (hereinafter "ACM") at work sites. Siemens is not licensed to abate ACM. Accordingly, prior to (a) commencement of work at any site under a speck Purchase Order, or (b) a change in the work scope of any Purchase Order, Buyer will certify that the work area associated with Siemens' scope of work under said Purchase Order, Change Order, or either of them, is free of ACM. 20. Confidentiality. (a) During the term of this Agreement and thereafter, Buyer shall treat as confidential all information obtained by him/her for and from Siemens and all information compiled or generated by him/her under this Agreement for Siemens including, but not limited to, business information, manufacturing information, technical data, drawings, flow charts, program listings, software code, and other software, plans and projections. Buyer shall not disclose or refer to the work to be performed under this Agreement in any manner which would identify Siemens without the advance written permission of Siemens. (b) Nothing, however, in this Agreement shall obligate Buyer to treat as confidential any information which: (i) is or becomes generally known to the public, without the fault of the Buyer; (ii) is disclosed to Buyer, without obligation of confidentiality, by a third party having the right to make such disclosure; (iii) was previously known to Buyer, without obligation of confidentiality, which fact can be demonstrated by means of documents which are in the possession of Buyer upon the date of this Agreement; or (iv) is required to be disclosed by law, except to the extent eligible forspecial treatment under an appropriate protective order, provided that Buyer shall promptly advise Siemens of any requirement to make such disclosure to allow Siemens the opportunity to obtain a protective order and assist Siemens in so doing. (c) It is Siemens' policy not to unlawfully or improperly receive or use confidential information, including trade secrets, belonging to others. This policy precludes Siemens from obtaining, directly or indirectly from any employee, Buyer, or other individual rendering services to Siemens confidential information of a prior employer, client or any other person which such employee, Buyer, or individual is under an obligation not to disclose. The Buyer agrees to abide by this policy. .1a Now 1 - and Services are unaffected by this Addendum. 1. SoLicense, Warranty, Fees. (a Siemens hereby grants to Buyer: a non-exclusive, non -transferable right to use the computer software program licensed under this Contract in machine-readable, o ' code form and any modifications made by Siemens thereto ("Software"), but only in connection with the configuration of the goods and operating system for which the Software is ordered and for the en - urpose stated in the related Siemens operating documentation. Buyer agrees that neither it nor any third party shall modify, reverse engineer, decompile or reproduce the Software, without Siemens ' r written consent, except for making a single copy for backup or archival purposes in accordance with the related Siemens operating documentation, and provided that Siemens's confidential and prop legend is included. Except to the extent that the parties otherwise agree in writing, Buyer's license to use the copy of such Software shall terminate upon breach of this license or the Contract by B including, without limitation, breach of payment or confidentiality obligations. All copies of the Software are the property of Siemens, and all copies for which the license is terminated shall be retume iemens promptly after termination. (b) Siemens may authorize Buyer (such as a Siemens dis r or original equipment manufacturer) to transfer this software license and warranty to a third party ("Siemens -authorized transferee"). Such authorization to transfer shall be in writing and signed by a ' ens authorized representative. Siemens -authorized transferee shall have the same rights and obligations as Buyer, except it shall not have the right to transfer such license. (c) Siemens warrants that on the date of shipment of the Software only to Buyer er's Siemens -authorized transferee hereunder that: (1) the Software media contain a true and correct copy of the Software and are free from material defects; (2) Siemens has the right to grant the lice hereunder; and (3) the Software will function substantially in accordance with the related Siemens operating documentation. Siemens disclaims any warranty that the operation of the Software will be u ' rrupted or error free. This warranty does not apply to software delivered by Siemens but produced by others. The warranty for software produced by others shall be the warranty as stated by the so 2roducer. (d) If within one (1) year from date of initial installation (but not more than eighteen (18) months from date o inert by Siemens to Buyer) of Software, Buyer or its Siemens -authorized transferee hereunder discovers that the Software is not as warranted above and promptly notifies Siemens in writing, within en0d of time, of the nonconformity, and if Siemens cannot correct the nonconformity or deems correction to be commercially impracticable or prohibitively expensive, Buyer's and Buyer's i ns -authorized transferee's exclusive remedies, at Siemens's option and expense, are: (1) replacement of the nonconforming Software; or (2) termination of this license and a refund of an equitable, rata share of the Contract price or license fee paid. (e) This warranty will apply for the period specked in (d) above, provided that: (1) the Software is not modified, changed, or altered by ne other than Siemens or its suppliers, unless authorized by Siemens in writing; (2) there is no change by anyone other than Siemens to the goods for which the Software is ordered; (3) the goods are i d operating order and are installed in a suitable operating environment; (4) the nonconformity is not caused by Buyer, Buyer's Siemens -authorized transferee, or any of their agents, servants, em ees, or contractors, or any third party; (5) Buyer or Buyer's Siemens -authorized transferee promptly notifies Siemens in writing, within the period of time set forth in (d above, of the nonconformity after i covered; and (6) all fees for the Software due to Siemens have been paid. SIEMENS HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLI�D, WITH REGARD TO THE SOFT WAR LUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COURSE OF DEALING AND USAGE OF TRADE. (f) Buyer and successors of Buyer are limited to the remedies specified in this Section and shall have no others for a nonconformity in the Software. Buyer agrees that these edies provide Buyer and its successors with a minimum adequate remedy and are their exclusive remedies, whether Buyer's or successors' remedies are based on contract, warranty, tort (including negli e), strict liability, indemnity, or any other legal theory, and whether arising out of warranties, representations, instructions, operating documentation, installations, or non -conformities from any cause. (g) Unless otherwise provided in this Contract, the fees for this Software license are included in the purchase price of the goods. Any subsequent modifications or enhancements to the Software Approved as to form iC ty A'~ttorn" ey �° ._fir SIR �'l insurance Reaulrernenta for Consul to nt The Consultant shall take out and maintain during the life of this Agreement, insurance coverage as listed below. These insurance policies shall protect Consultant and any subcontractor performing work covered by this Agreement from claims for damages for personal injury, including aooidental death, as well as from claims for property damages, which may arise from Consultant's operations under this Agreement, whather such operations be by Consultant, or by any subcontractor, or by anyone directly or indirectly employed by either of them, and the amount of such insurance shall be as follows: COMPREHENSIVE GENERAL LIA6IUTY $1,000,000 Each Occurrence _-_---._—_ $2,000,000 Aggregate COMPREHENSIVE AUTOMOBILE LIABILITY Proof of coverage with limits not less than $1,000,000 combined single limit Such Insurance shall cover liability arising out of any vehiclo (including, owned, hired and non -hired vehicles) operated in performing any and all services pursuant to this Agreement. Coverage shall be written on 150 form CA 00 01 12 90, or a later version of this form, or an equivalent form providing equivalent liability coverage. P.OF@SSIONAL LIABILI ! ERRORS ANO OMISSIONS Not less than $1,000,000 per claim All deductibles or self-insured retentions (SIR) roust be. disclosed to City `7173 sli Manager for approval and shall not reduce the limits of liability set forth hereinabove. Insurance policies containing any deductible or SIR provision shall provide, or be endorsed to provide, that the deductible or SIR may be satisfied by either the Named Insured(s) or the City of Lodi. It is required that any available Insurance proceeds broader than or in excess of ilio specified minimum insurance coverage requirements and/or limits set forth above, shall be available to City as an additional insured, Furthermore, the requirements for coverage and limits shall be (1) the minimum coverage and limits specified in these insurance requirements; or (ii) the broader coverage and maximurn limits of coverage of any insurance policy or proceeds available to the Consultant; whichever is greater Consultant agrees and stipulates that any insurance coverage provided to the City of Lodi shall provide for a claims period following termination of coverage which is at least consistent with the claims period or statutes of limitations found in the California Tort Claims Act (California Government Code Section 810 et seq.). A copy of the certificate(s) of insurance with the following endoisornent , shall be furnished to the City: (a) AWlbnAL1Mo Insure •n rsama t Pursuant to a separate endorsement (ISO form CG 2010 (11/85) or equivalent form) such insurance as is afforded by this policy shall also apply to the City of Lodi, its elected and appointed boards, commissions, officers, agents, employees, and volunteers as additional named insureds. (b) Primary and Non -Contributory insurfangg Endorsement Additional insurance coverage under the Consultants policy shall be "primary and non-contributory" and will not seek contribution from City's Insurance or self-insurance and shall be at least as broad as ISO form CG 20 010413. NOTE: (1) The street address of the, CtTY,Q✓r = must be shown along with (a) and (b) above: 221 West Pine Street, Lodi, California, 95241-1910; (2) The insurance certificate must state, on Its face or as an endorsement, a description of thero eet that it is insuring. Page 11 of 2 pagos Risk. rev.03.2014 EXHIBIT C insurance Requirements for ConsuMartt (continued) (C) Limits of Coverage The limits of insurance wverage required mey be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance of Consultant shall conthin, or be endorsed to contain, a provision that such coverage steal also apply on a primary and non-contributory basis for the benefit of the City before the City's own insurance or se{i:insurance shall be called upon to protect the City as a named insured. (d) Completed Operations Endorsement For three years after completion of project, a certificate of Insurance with a Completed Operations Endorsement, CG 20 37 07 04, will be provided to the City of Lodi. (e) Sm "ionuIrnetde"rest GlauQp is used severally and not collectively, but the inclusion herein of more than one Insured shall not operate to Increase the limit of the company's liability. (f} Notice of Cancellation or•hangs in Coverage ndcMoment 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 Risk Manager, City of Lodi, 221 West Pine St., Lodi, CA 95240. (g) Continuity of Coverage All policies shall be in effect on or before the first day of the Term of this Agreement. At least thirty (30) days prior to the expiration of each insurance policy, Consultant shall furnish a oertiflcate(s) showing that a new or extended policy has been obtained which meets the minimum requirements of this Agreement. Consultant shall provide proof of continuing Insurance on at least an annual basis during the Term. If Consultant's insurance lapses or Is discontinued for any reason, Consultant shall Immediately notify the City and immediately obtain replacement Insurance. (h) Failure to Compiv If Consultant fails or refuses to obtain and maintain the required insurance, or falls to provide proof of coverage, the City may obtain the Insurance. Consultant shall reimburse the City for premiums paid, with interest on the premium paid by the City at the maximum allowable legal rate then in effect in California. The City shall notify Consultant of such payment of premiums within thirty (30) days of payment stating the amount paid, the names) of the insurer(s), and rate of interest, Consultant shall pay such reimbursement and Interest an the first (1 ) day of the month following the City's notice. Notwithstanding and other provision of this Agreement, If Consultant fails or refuses to obtain or maintain Insurance as required by this agreement, or fails to provide proof of Insurance, the City may terminate this Agreement upon such breach. Upon such termination, Consultant shall immediately cease use of the Site or facilities and commence and diligently pursue the removal of any and all of its personal property from the site or facilities. . (I) Qualified Insureds! AN insurance required by the terms of this Agreement must be provided by Insurers licensed to do business In the State of California which are rated at least 'A-, VI" by the AM Best Ratings Guide, and which are acceptable to the City. Non -admitted surplus lines carriers may be accepted provided they are included on the most recent list of California eligible surplus lines insurers (LESLi list) and otherwise meet City requirements. Workers Compensation In¢uraUg The Consultant shall take out and maintain during the life of this Agreement, Workers Compensation Insurance for all of Consultant's employees employed at the site of the project and, if any work Is sublet, Consultant shall require the subcontractor similarly to provide Workers Compensation Insurance for all of the letters employees unless such employees are covered by the protection afforded by the Consultant In case any class of employees engaged In hazardous work under this Agreement at the site of the project is not protected under the Worker's Compensation Statute, the Consultant shall provide and shall cause each subcontractor to provide insurance for the protection of said employees. A waiver of subrogation is required for workers compensation Insurance. This policy may not be canceled nor the coverage reduced without 30 days' prior written nofioe of such cancellation or reduction in coverage to the Risk Manager, City of Lodi, 221 West Pine St, Lodi, CA 95240. NOTE: The City reserves the right to obtain a full certified copy of any Insurance policy or endorsements required. Failure to exercise this right shall not constitute a waiver of the City's right to exercise after the affective, date. Page 2 of 2 pages Risk: rev.03.2014 RESOLUTION NO. 2014-217 A RESOLUTION OF THE LODI CITY COUNCIL AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT WITH SIEMENS INDUSTRY, INC., C/O GEO. E. HONN COMPANY, INC., FOR POWER CIRCUIT BREAKER REPAIRS WHEREAS, the Electric Utility (EU) maintains four substations that utilize 72,500 volt rated Siemens power circuit breakers to protect the substation and sub -transmission systems from faults and failures; and WHEREAS, standard industry practice is to utilize a non-flammable gas such as sulfur hexafluoride (SFr,) to insulate the circuit breakers against electrical arcing; the SF6 gas is contained within the circuit breaker by a gasket and seal system; and WHEREAS, the gaskets and seals identified in six circuit breakers have degraded and are leaking the gas into the atmosphere at unacceptable levels; and WHEREAS, SF6 is a highly -regulated fluorocarbon at both the Federal and State levels; the State of California Air Resources Boards has set aggressive targets for reductions of SF6 to 1.0% by 2020; and the EU cannot meet this mandate without repairs to the circuit breakers; and WHEREAS, in addition, failure of the gaskets and seals will lead to the circuit breakers being inoperable; and WHEREAS, in July 2014, EU staff engaged Siemens to troubleshoot and identify repairs that are needed to the Siemens designed and constructed power circuit breaker, and Siemens' unique knowledge and technical expertise of their product renders them as uniquely qualified to make the necessary repairs; and WHEREAS, further, as part of this project, Siemens warranties repairs while providing hands-on training to EU staff which will enable similar repairs to be completed in-house; and WHEREAS, the $45,015 required for this work is included in FY 2014/15 Budget Account No. 50064200.72450. NOW, THEREFORE, BE IT RESOLVED that the Lodi City Council does hereby authorize the City Manager to execute a Professional Services Agreement with Siemens Industry, Inc., c/o Geo. E. Honn Company, Inc., for power circuit breaker repairs in an amount not to exceed $45,015. Dated: December 3, 2014 I hereby certify that Resolution No. 2014-217 was passed and adopted by the City Council of the City of Lodi in a regular meeting held December 3, 2014, by the following vote: AYES: COUNCIL MEMBERS — Hansen, Johnson, Mounce, Nakanishi, and Mayor Katzakian NOES: COUNCIL MEMBERS — None ABSENT: COUNCIL MEMBERS — None ABSTAIN: COUNCIL MEMBERS — None 4NIFER ROBISON City Clerk 2014-217