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HomeMy WebLinkAboutAgenda Report - October 19, 2016 C-09TM CITY OF LODI COUNCIL COMMUNICATION AGENDA ITEM C..9 AGENDA TITLE: Adopt Resolution Authorizing City Manager to Execute Professional Services Agreement for Killelea Substation Bank No. 1 Power Transformer Relocation, Test, and Preparation for Long -Term Storage with Delta Star Inc., of Lynchburg, Virginia ($89,000) MEETING DATE: October 19, 2016 PREPARED BY: Electric Utility Director RECOMMENDED ACTION: Adopt a resolution authorizing the City Manager to execute a professional services agreement for Killelea Substation Bank No. 1 power transformer relocation, test, and preparation for long-term storage with Delta Star Inc., of Lynchburg, Virginia in an amount not to exceed $89,000. BACKGROUND INFORMATION: On April 20, 2016, the Lodi City Council awarded a bid to Virginia Transformer of Roanoke, Virginia in the amount of $476,814 to procure a new power transformer to replace the aging Killelea Substation Bank No. 1 power transformer. It is now necessary to remove the existing Bank No. 1 Transformer and relocate it to the Industrial Substation for long-term storage. On August 25, 2016, a Request For Proposal (RFP) for the Killelea Substation Bank No. 1 power transformer relocation, test, and preparation for long term storage was issued. This RFP was advertised through local media on August 27, 2016 and again on August 31, 2016. Only one organization, Delta Star, responded to the RFP with a proposal, and their proposal was deemed to meet the requirements of the RFP. Tests will be performed on the transformer before and after the relocation to ensure no damage is incurred during the operation. These tests will also confirm the unit can be used in an emergency and under limited loading in the unlikely event of a catastrophic failure of any in service substation power transformer. This transformer will be maintained on a pad at Industrial Substation in a de -energized state. Actions will be taken to ensure the unit remains free of moisture through heating of the oil and placing an inert gas on the oil tanks. The actual cost of the relocation will be done on a time and materials basis. The estimated cost of the operation is approximately $80,900. A 10 -percent contingency has been included to cover any unforeseen circumstances, as this transformer is a 50 -year-old piece of equipment. Staff is now recommends engaging Delta Star through a Professional Services Agreement (PSA) in order to execute the relocation, test, and preparation for long term storage of the Killelea Substation Bank No. 1 power transformer. FISCAL IMPACT: Not to exceed $89,000. FUNDING AVAILABLE: Included in FY2016/17 Budget Account No. 50199000.77020. APPROVED: Stephen Schwabauer, ity Manager Adopt Resolution Authorizing City Manager to Execute Professional Services Agreement for Killelea Substation Bank No. 1 Power Transformer Relocation, Test, and Preparation for Long -Term Storage with Delta Star Inc., of Lynchburg, Virginia ($89,000) October 19, 2016 Page 2 of 2 c Jordan Ayers Deputy City Manage Int=rnal Services Director Elizabeth A. Kirkley Electric Utility Director PREPARED BY: Jules Marchesseault, P.E., Engineering and Operations Manager EAK/Ist AGREEMENT FOR PROFESSIONAL SERVICES ARTICLE 1 PARTIES AND PURPOSE Section 1.1 Parties THIS AGREEMENT is entered into on , 2016, by and between the CITY OF LODI, a municipal corporation (hereinafter "CITY"), and DELTA STAR, 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 Killelea Substation Bank #1 Power Transformer Relocation, Test, and Preparation for Long Term Storage (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 weather, vandalism, acts of God, etc., shall not be counted. CONTRACTOR shall 1 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 October 26, 2016 and terminates upon the completion of the Scope of Services or on June 30, 2017, whichever occurs first. 2 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 Prevailing Wage The Contractor agrees to conform to the provisions of Chapter 1, Part 7, Division 2 of the Labor Code. The Contractor and any Subcontractor will pay the general prevailing wage rate and other employer payments for health and welfare, pension, vacation, travel time, and subsistence pay, apprenticeship or other training programs. The responsibility for compliance with these Labor Code requirements is on the prime contractor. Section 3.3 Contractor Registration — Labor Code §1725.5 No contractor or subcontractor may be awarded a contract for public work on a public works project (awarded on or after April 1, 2015) unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5. This project is subject to compliance monitoring and enforcement by the Department of Industrial Relations. Section 3.4 Contract Bonds CONTRACTOR shall furnish two good and sufficient bonds: 1. A faithful performance bond in the amount of one hundred percent (100%) of the contract price; and 2. A labor and materials bond in the amount of one hundred percent (100%) of the contract price. These bonds will be required at the time the signed contract is returned to the City. Section 3.5 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. 3 Section 3.6 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 3.7 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. 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 4 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. 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: 5 To CITY: To CONTRACTOR: City of Lodi 221 West Pine Street P.O. Box 3006 Lodi, CA 95241-1910 Attn: Jay Marchesseault, P.E., E&O Manager Delta Star, Inc, 3550 Mayflower Drive Lynchburg, VA 24501 Attn: Corbin Pillow, Field Services Sales 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 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. 6 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. 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 7 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. 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: CITY OF LODI, a municipal corporation JENNIFER M. FERRAIOLO STEPHEN SCHWABAUER City Clerk City Manager APPROVED AS TO FORM: DELTA STAR, INC. JANICE D. MAGDICH, City Attorney By: By: Name: CORBIN PILLOW Title: Field Services Sales Attachments: Exhibit A — Scope of Services Exhibit B — Fee Proposal Exhibit C — Insurance Requirements Exhibit D — Federal Transit Funding Conditions (if applicable) Funding Source: 50199000.77020 (Business Unit & Account No.) Doc ID: CA:Rev.08.2015 8 EXHIBIT A — SCOPE OF SERVICES Delta Star will provide manpower and equipment to perform the drain, disassembly of Westinghouse Transformer at Killelea Substation then relocate transformer to Industrial substation and reassemble, vac oil fill and test and place in long term storage. Westinghouse Transformer Serial # RBP-3006-2 MVA —18.75/25/31.25 Voltage — 60,000V-12,000Y/6,930V Capacity — 6,053 Gallons Work Scope • Mobilize crews and equipment to Killelea Substation • Conduct tailgate meeting to identify potential safety hazards • Stage and ground equipment • Once transformer is on pad at Industrial Substation, tack weld to existing metal plates embedded in pad Pretesting • SFRA • NOTE: Delta Star is not equipped to provide Ultrasonic and Sonic fault detection testing. Dis-assemble Transformer • Drain oil (6,053 gallons) into oil storage provided by Delta Star (Delta Star to provide dry -air for transformer, if nitrogen is needed, this will be based upon time and material rates) • Remove HV bushings and crate up (Delta Star to provide bushing crates) • Remove radiators and fans • Place radiators on pallets, install pressurized plates and pressurize radiators • Provide new gasket with shipping plate on radiators. • Provide new gasket with shipping plate on HV Bushings • Provide new gasket for manhole covers opened during disassembly • Remove HV arrestors along with mounting brackets if equipped • Place blank off plates in place of parts removed to seal transformer Note: If plates are not available Delta Star can provide this for additional cost and must have at least a week notification. • Remove grounds from transformer • Pressurize transformer for transport ➢ NOTE: Transportation will take approximately 1 day to transport the transformer by heavy hauler from Killelea Substation to Industrial Substation > NOTE: HV bushings to be crated up. Arresters and Radiators (Radiators to be equipped with pressurized plates) to be placed on pallets for long-term storage at Industrial Substation. Oil Filling • Perform Dew Point test to establish benchmark for oil filling • Pull vacuum at a level of 1 Torr (1,000 micron, 1 mm of Hg) Tess and hold for a minimum of 2. hours • Conduct vacuum leak test • If Online Dew Point exceeds 1% (Customer to be notified to discuss possible dry out procedure) • If moisture level is acceptable, begin Vacuum oil process as follows • Pull vacuum at a level of 1 Torr (1,000 micron, 1 mm of Hg) less and hold for a minimum of 8 hours • Sample and test the insulating oil to ensure it is in acceptable condition prior to refilling the transformer • Elevate core/coil temperature, if necessary • Begin vacuum fill • Vacuum fill transformer oil while maintaining a vacuum level of 5 Torr or less • Pull tail vacuum for 1 hour after completing filling • Circulate oil for 1 additional pass • Break vacuum and ensure oil is at proper level taking into account temperature • Activate nitrogen system when complete (If equipped) • Transformer will be pressurized and checked for leaks • If no leaks are present setup for testing Verification Testing • Bushing power factor and capacitance • Core Megger • SFRA (Customer specified) • Insulation power factor • Insulation resistance • Oil tests after filling a Moisture content o Power factor o Dielectric Strength o Dissolved gas analysis • Upon completion cleanup site and mobilize Performance Work is quoted upon DSI crews working 7 days a week, 8-12 hours per day, and 24 hours per day while oil processing. It is estimated that work scope will take 3 days to disassemble transformer at the Melee Substation. It is estimated that it will take 1 day to transport the transformer to Industrial substation. It is estimated that it will take another 1-2 days to vac oil fill and test the transformer. Schedule of service crews and personnel is subject to prior sale. EXHIBIT B — FEE PROPSAL Schedule of Pricing The pricing for the work scope as defined above is $80,900.00 and good for performance by December 31, 2016. Pricing is based on scope of work listed above any delays outside the control of DSI will be billed in accordance to the DSI price list. Delta Star is not equipped to perform Ultrasonic and sonic fault detection testing. Unless specifically noted, prices do not include: • Any site specific or customer required access and/or safety training • Transformer not holding vacuum from leaks other than from parts removed • Make up oil if needed • Moisture in oil is excessive which does not allow vacuum to drop below 1 mm • Any special and/or site-specific safety, PPE, or environmental requirements. • Use of union labor • Local Sales or Use tax The price is contingent upon gaining valid shipping clearances at the time of shipment. If clearance is not available due to highway construction, changes in state regulations, changes in bridge limitations or other items beyond our control, DSI will not be responsible for any additional shipping or handling charges. The purchaser is responsible for supplying suitable and compacted access route, roads, and area around foundation. Requested changes to work scope or delays outside the control of DSI shall be billed in accordance with 081 Price List. Ivan'Tepper President & CIA) Jason Greene Executive Vice President & COO Steve Nessnran Vice President Board of Directors Michael I a ttgcrsh Vice President Sieg Jones Vice President Chief Financial Officer Time and Materials Rates DELTA STAR INCORPORATED DELTA STAR EAST 3550 Mayflower Drive I.ynchhurg. VA 24501 800-368.3017 DELTA STAR WEST 270 Industrial Road San Carlos, ('A 94070 800.892-8673 DEI:I'A SPAR NOR'Tll 860 Lucien Bcaudin Saint -Jean -sur -Richelieu. QC, Canada J2X 5V5 450-346-8622 Senior/ Lead Tech normal working day (8 hours) — Based on 5 working days per week and for every day or partial day travelling, Monday through Friday, no more than 8 hours per day. $160.00 USD per hour per man Junior Tech normal working day (8 hours) — Based on 5 working days per week and for every day or partial day travelling, Monday through Friday, no more than 8 hours per day. $135.00 USD per hour per man Senior/Lead Tech Overtime — Based on any work done or travel completed over 8 hours per normal work day, or any work completed or partial day $190.00 USD per hour per man Junior Tech Overtime — Based on any work done or travel completed over 8 hours per normal work day, or any work completed or partial day $155.00 USD per hour per man Processing Rig — In -use Daily Rate $2,000 per day Processing Rig — Stand-by Daily Rate (If Authorized) $1,000 per day Equipment Rentals — Price mark-up for rented equipment (crane, boom truck, etc.) 25% Materials — Price mark-up for any parts or other materials not provided by customer 25% Subcontractors — Price mark-up for any subcontractors necessary to complete scope of work 25% Union Labor — Price will be billed at the local union post rate plus 25% All company owned equipment, mileage to and from jobsites, and travel expenses are not included in the above charges. Company holidays include: New Year's Day, Easter Monday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and day after Thanksgiving Day, Christmas Eve, and Christmas Day. TRANSFORMERS AND MOBILE SUBSTATIONS • SUPERIOR QUALITY SINCE 1908 Clarifications: • Partial days of travel are charged as full eight hours days, regardless of actual time spent traveling. • Delta Star warrants work performed by Delta Star Field Service personnel for one year. • Seller will defend, indemnify and hold Buyer harmless against any loss, damage, liability, claim or cause of action on account of personal injury, death or property damage whether sustained by Buyer, its employees or any third party and which arises out of the negligence of Seller. Seller shall not be required to indemnify Buyer against any loss, death or injury to the extent caused by the negligence of Buyer, its agents, employees, or subcontractors. In no event shall Seller be liable to Buyer for Special, Incidental or Consequential damages of a commercial nature such as, but not limited to, lost profits, lost business, or loss of use of equipment or facilities. Liability is limited to the value of this contract for direct damages. ■ Delta Star requires a certified oil test before draining or handling oil from any transformer to include PCB analysis, oil quality, and Dissolved Gas Analysis. • All bus work and other ancillary transformer equipment must be de -energized and grounded before work begins. ■ If Delta Star Field Service is delayed at any time, the above labor and equipment rates shall apply over and above any other quotation given for the scope of work being completed. • This Term Sheet will not be amended, modified or rescinded except by written agreement signed by an authorized representative for each party. EXHIBIT C Insurance Requirements for Contractor The Contractor shall take out and maintain during the life of this Agreement, insurance coverage as listed below. These insurance policies shall protect Contractor and any subcontractor performing work covered by this Agreement from claims for damages for personal injury, including accidental death, as well as from claims for property damages, which may arise from Contractor's operations under this Agreement, whether such operations be by Contractor, 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: 1. COMPREHENSIVE GENERAL LIABILITY $2,000,000 Each Occurrence $4,000,000 General Aggregate 2. COMPREHENSIVE AUTOMOBILE LIABILITY $1,000,000 Combined Single Limit Such insurance shall cover liability arising out of any vehicle (including, owned, hired and non -hired vehicles) operated in performing any and all services pursuant to this Agreement. Coverage shall be written on ISO form CA 00 01 12 90, or a later version, that provides liability coverage at least as broad as this form. 3. POLLUTION LIABILITY $1,000,000 Each Occurrence All limits are to be designated strictly for the City of Lodi, its elected and appointed boards, commissions, officers, agents, employees, and volunteers. All deductibles or self-insured retentions (SIR) must be disclosed to City's Risk 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 the 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 (i) the minimum coverage and limits specified in these insurance requirements; or (ii) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the Contractor; whichever is greater. Contractor 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 endorsements shall be furnished to the City: (a) Additional Named Insured Endorsement Pursuant to a separate endorsement (ISO form CG 2010 (11/85) or a later version, that provides liability coverage at least as broad as this 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. An additional named insured endorsement is also required for Auto Liability. (b) Primary and Non -Contributory Insurance Endorsement Additional insurance coverage under the Contractor's 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 01 04 13. NOTE: (1) The street address of the CITY OF LODI must be shown along with (a) and (b) above: 221 West Pine Street, Lodi, California, 95240; (2) The insurance certificate must state, on its face or as an endorsement, a description of the project that it is insuring. (c) Waiver of Subrogation Include a waiver of subrogation against the City of Lodi, its elected and appointed boards, commissions, officers, agents, employees, and volunteers. A waiver is required for General Liability and Auto Liability. Page 1 of 2 pages Risk: rev.03.2016 Insurance Requirements for Contractor (continued) (d) Limits of Coverage The limits of insurance coverage required may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance of Contractor shall contain, or be endorsed to contain, a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of the City before the City's own insurance or self-insurance shall be called upon to protect the City as a named insured. (e) 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. (f) Severability of Interest Clause The term "insured" 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. Notice of Cancellation or Change in Coverage Endorsement 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) (h) 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, Contractor shall furnish a certificate(s) showing that a new or extended policy has been obtained which meets the minimum requirements of this Agreement. Contractor shall provide proof of continuing insurance on at least an annual basis during the Term. If Contractor's insurance lapses or is discontinued for any reason, Contractor shall immediately notify the City and immediately obtain replacement insurance. (i) Failure to Comply If Contractor fails or refuses to obtain and maintain the required insurance, or fails to provide proof of coverage, the City may obtain the insurance. Contractor 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 Contractor of such payment of premiums within thirty (30) days of payment stating the amount paid, the name(s) of the insurer(s), and rate of interest. Contractor shall pay such reimbursement and interest on the first (1st) day of the month following the City's notice. Notwithstanding any other provision of this Agreement, if Contractor 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, Contractor 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. (j) Qualified Insurers) All 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 Insurance The Contractor shall take out and maintain during the life of this Agreement, Worker's Compensation Insurance for all of Contractor's employees employed at the site of the project and, if any work is sublet, Contractor shall require the subcontractor similarly to provide Worker's 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 Agreement at the site of the project is not protected under the Worker's Compensation Statute, the Contractor 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 notice 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 effective date. Page 2 I of 2 pages Risk: rev.03.2016 RESOLUTION NO. 2016-179 A RESOLUTION OF THE LODI CITY COUNCIL AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT FOR KILLELEA SUBSTATION BANK NO. 1 POWER TRANSFORMER RELOCATION, TEST, AND PREPARATION FOR LONG-TERM STORAGE WITH DELTA STAR, INC., OF LYNCHBURG, VIRGINIA WHEREAS, the City Council awarded a bid to Virginia Transformer, of Roanoke, Virginia, in the amount of $476,814, to procure a new power transformer to replace the aging Killelea Substation Bank No. 1 power transformer on April 20, 2016; and WHEREAS, it is now necessary to remove the existing Bank No. 1 Transformer and relocate it to the Industrial Substation for long-term storage; and WHEREAS, on August 25, 2016, a Request for Proposal (RFP) for the Killelea Substation Bank No. 1 power transformer relocation, test, and preparation for long-term storage was issued; and WHEREAS, only Delta Star, Inc., responded to the RFP with a proposal, and their proposal was deemed to meet the requirements of the RFP; and WHEREAS, tests will be performed on the transformer before and after the relocation to ensure no damage is incurred during the operation, which will also confirm the unit can be used in an emergency and under limited loading in the unlikely event of a catastrophic failure of any in-service substation power transformer; and WHEREAS, this transformer will be maintained on a pad at the Industrial Substation in a de -energized state; and WHEREAS, the actual cost of the relocation will be done on a time -and -materials basis, with the estimated cost of the operation to be approximately $80,900. A ten percent (10%) contingency has been included to cover any unforeseen circumstances, and funding is available and included in FY 2016/17 Budget Account No. 50199000.77020; and WHEREAS, staff recommends that the City Council authorize the City Manager to execute a Professional Services Agreement with Delta Star, Inc., to execute the relocation, test, and preparation for long-term storage of the Killelea Substation Bank No. 1 power transformer. NOW, THEREFORE, BE IT RESOLVED that the Lodi City Council does hereby authorize the City Manager to execute a Professional Services Agreement for Killelea Substation Bank No. 1 Power Transformer Relocation, Test, and Preparation for Long -Term Storage with Delta Star, Inc., of Lynchburg, Virginia, in an amount not to exceed $89,000. Dated: October 19, 2016 hereby certify that Resolution No. 2016-179 was passed and adopted by the City Council of the City of Lodi in a regular meeting held October 19, 2016, by the following vote: AYES: COUNCIL MEMBERS — Johnson, Kuehne, Mounce, and Nakanishi NOES: COUNCIL MEMBERS — None ABSENT: COUNCIL MEMBERS — Mayor Chandler ABSTAIN: COUNCIL MEMBERS — NorL- JE1 NIFER . FERRAIOLO City Clerk 2016-179