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Agenda Report - December 22, 2020 B-02
AGENDA ITEM 4WD"It CITY OF LODI COUNCIL COMMUNICATION TM AGENDA TITLE: Adopt Resolution Authorizing City Manager to Execute Agreement with SPX Transformer Solutions, Inc. of Waukesha, WI for Technical Assistance Services Associated with Substation Load Tap Changer Capital Improvement Project ($75,000) MEETING DATE: December 22, 2020 PREPARED BY: Electric Utility Director RECOMMENDED ACTION: Adopt a resolution authorizing the City Manager to execute an Agreement with SPX Transformer Solutions, Inc. of Waukesha, WI for technical assistance services associated with the Substation Load Tap Changer Capital Improvement Project in an amount not - to -exceed $75,000. BACKGROUND INFORMATION: Lodi Electric Utility (LEU) owns, operates and maintains four electrical substations to import and distribute power to Lodi customers. Each of these substations has two transformers which converts or "steps down" electricity to a voltage appropriate for customer use. Contained within each of these transformers is a device called a Load Tap Changer (LTC) which regulates the voltage to keep it within a narrow operating band for system stability. As load increases and decreases throughout the day, LTCs keep voltage steady throughout the distribution system. The LTCs are now at the end of their useful life cycle with their current parts and LEU is proposing to purchase parts kits, remove the old parts and install these new kits. SPX Transformer Solutions, Inc. (SPX) will provide the parts kits as well as provide technical assistance services to LEU Substation staff who will complete the necessary work. In accordance with Lodi Municipal Code, Section 3.20.075, engineering services are exempt from bidding requirements and SPX is the only vendor who supplies the kits needed to refurbish the existing equipment. Refurbishing these LTCs will extend the life of the substation transformers and possibly avoid catastrophic equipment failures. In addition, this project will postpone the need to complete a previously planned substation transformer replacement project. FISCAL IMPACT: Not -to -exceed $75,000. FUNDING: Capital Improvement Project EUCP-21009. l xe,,' Andrew Keys Deputy City Manager/Internal Services Director F-11 Wu Adopt Resolution Authorizing City Manager to Execute Agreement with SPX Transformer Solutions, Inc. of Waukesha, WI for Technical Assistance Services Associated with Substation Load Tap Changer Capital Improvement Project ($75,000) December 22, 2020 Page 2 of 2 r 797'e/ t Jeff iWrkhPirner (Dec. 15, 2020 09:07 PsT) Jeff Berkheimer Electric Utility Director City of Lodi Waukesha' Service Quotation #9129420 RE: A5235 & A6842 ASEA UZD LTC Inspect/Maint Technical Assistance Services Date: 10/12/20 501 6� YEAR �N�ytiv 0-111, 1�- f i WAU KESHA SPX Transformer Solutions Service Quotation Date: 10/12/20 Rod Brown Substation Supervisor City of Lodi 1331 S. Ham Lane Lodi, CA 95242 Cell# 209-969-1243 rbrown(cDlod i.pov Quote Number #9129420 RE: A5235 & A6842 ASEA UZD LTC Inspect/Maint Technical Assistance Svcs CONTACT INFORMATION................................................................................. Regional Sales Associate II Tom Pickens SPX Transformer Solutions MOB 919-273-4152 Tom. Pickens(5spx.com Channel Partner Karie Spowart Isberg & Associates MOB 925-997-3125 kariespowa rt(a7isberg-natt. com Territory General Manager Astha Mitra SPX Transformer Solutions MOB 503-351-9114 Astha.Mltra@spx.com Confi(fenliality Notice: This document contains privileged and confidential information belonging to the sender. The information is intended only for the use of the individual or entity named above. If you are not the intended recipient or addressee, you are notified that any disclosure, copying, distribution or taking any action based on the contents of this information is strictly prohibited. If you have received this document in error, please immediately notify the sender by telephone to arrange for return of the original documents. © 2020 SPX Transformer Solutions, Inc WAU KESHA° Table of Contents SCOPE OF WORK ........................ ........... 4 PERFORMANCE.........................................................................................................................................................5 CLARIFICATIONS TO SCOPE OF WORK.............................................................................................................5 SCHEDULEOF PRICING............................................................................,........,...................................................6 COMMENTS/EXCEPTIONS TO CONTRACT DOCUMENTS..................,..........................................................7 TERMS & CONDITIONS STATEMENT............... ................................................................................................... 7 CUSTOMERAUTHORIZATION........................................................................................................................................8 SERVICE TECHNICIAN & SPECIALIST RATE SCHEDULE............................................................................................. 9 SPXTS STANDARD TERMS AND CONDITIONS OF SALE............................................................................................ 11 INSURANCEREQUIREMENTS............................................................................................................................................. 14 © 2020 SPX Transformer Solutions, Inc. 1 3 WAUKESHN SCOPE OF WORK SPX Transformer Solutions is pleased to provide crew and equipment to perform the following scope of work: Location: City of Lodi, 1331 S. Ham Lane, Lodi, CA 95242 Equipment: 2 — ASEA Transformers Serial Numbers: A5235 A6842 Gallons (Main): 3,980 gal. 4,880 gal. Gallons (LTC): 100 gal. 100 gal. Voltage: 60-12kV 60-12kV MVA: 21/28/35 MVA 21/28/35 MVA LTC: UZD (s/n 2213779) UZD (s/n 6840602) SPX to provide: • 1 SPX LTC specialist • Four (4) new UZD LTC contact kits (p/n 1030-021 K -V1) X, SPX' City of Lodi to provide: • De-energizing/energizing, isolation, grounding, open switches on both ends, & lock out/tag out procedures of 2 transformers. • City of Lodi personnel to perform hands on LTC work of 2 transformers • UZD LTC oil handling equipment • UZD LTC oil storage or disposal (if LTC oil is replaced) • Test equipment ■ Dry-air/nitrogen • Tooling • Crane / man lift (as needed) Site Work: A5235 & A6842 ASEA UZD LTC Inspection/Maintenance Technical Assistance Services in Lodi, CA • SPXTS to mobilize one (1) LTC specialist to City of Lodi substation site in Lodi, CA. Note: SPXTS allows for 2 hours of site orientation / trainina at no cost if training is re guired be ypnd the allowed 2 hours this will be at additional cost and billed on T&M basis. per rate sheet attached. • City of Lodi personnel to perform de-energization, isolation, switching, and grounding of each transformer, along with providing on site personnel, UZD LTC oil handling, UZD LTC oil storage, test equipment, dry-air/nitrogen, tooling, & crane / man lift (as needed). • SPXTS to provide 1 LTC specialist, four (4) new UZD LTC contact kits, along with performing technical assistance services for the two (2) UZD LTC inspection/maintenance/parts replacement projects on 1 mob/demob. • City of Lodi / SPXTS to perform UZD LTC internal inspection / maintenance, per the following (per transformer): o Drain existing LTC oil (est. 100 gal.) into City of Lodi supplied oil storage drums/totes or disposal drums (if oil is replaced). o Open door to LTC compartment. o Check wear and alignment of all fixed contacts (main, reversing, slip bow -ties) o Check wear and alignment of all moving contacts (main, reversing, slip bow -ties) o Replace / install any LTC parts found to be worn or damaged from UZD LTC contact kit and any parts. Note: SPX will reorder & rovide four 4 UZD LTC contact kits on site. These UZD LTC contact kits contains contacts and cam onents that would normal) need Mplacing replacingduring LTC insipection1maintenance activities. o Operate LTC to verify proper mechanical timing and alignment on all taps. • Check and measure value of transition resistor. • Check barrier boards (phase moldings) and seals between LTC and transformer main tank. • Install new UZD LTC door gasket. • Close and bolt LTC compartment door. ■ Refill LTC with existing oil. Note: !f new LTC od is required est. 100 gaULTQ, this will be supplied by City of Lodi alon with dis osa! of existin LTC oil est. 900 a1./LTC New oil is recommended by SPXTS_ • Check for oil leaks and proper oil level. • City of Lodi personnel to perform connection, re-energization, etc. of each transformer, as required. • SPXTS to demobilize LTC specialist from site after completion of all the two (2) UZD LTC projects (back-to-back). © 2020 SPX Transformer Solutions, Inc WAUKESHN INPERFORMANCE Work is quoted based upon SPX Waukesha crews working 7 days a week, 8-12 hours per day, and 24 hours per day while oil processing. Work scope is estimated to take est. 4 days on site (2 days per LTC) to complete, depending on weather conditions. • Proposed Start Date. TBD start date (per SPXTS LTC specialist availability & City of Lodi schedule of events) • Availability of service personnel and equipment is subject to prior sale. IftJ CLARIFICATIONS TO SCOPE OF WORK Unless specifically addressed in scope of work, the following assumptions have been made in preparation of our offer: • Purchaser shall be responsible for switching, lock out and grounding of any equipment necessary to establish safe work area. • Purchaser shall provide suitable, free, clear, unlimited and compacted access route, roads and area around work location for access of service equipment. • Purchaser shall disconnect and reconnect all external protection, control and relay wiring, as required. • Purchaser shall disconnect and reconnect all external bushing terminations or bus work, as required. • Purchaser shall disassemble and reassemble any deluge systems, as required. • SPX Waukesha will compile all crating and waste material in designated area; however, purchaser shall be responsible for disposal of solid wastes. • Purchaser shall provide drum and dispose of all waste, flush and scrap oil generated in execution of work. • Purchaser shall provide communication and sanitation facilities. • No provisions have been included for secondary oil containment as may be required for compliance to local site SPCC programs. • If required, purchaser shall provide a PCB report showing PCB concentration of the unit within 90 days prior to start of scheduled work. • If PCB concentration is higher than 49 PPM, SPX Waukesha will be unable to complete the work. • If PCB concentration is 1-49 PPM, an additional decontamination charge will be assessed. Proper disposal of the oil shall be the responsibility of the purchaser. • When oil handling is part of work scope, SPX Waukesha prefers to have a metals -in -oil screen done prior to start of job to detect any potential silicone contamination. In the event that silicone is discovered during the processing, additional charges will apply for addition of anti -foaming compounds and a decontamination fee after completion of job. • SPX Waukesha intends to utilize its own personnel and equipment; however, if scheduling conflicts occur, SPX Waukesha reserves the right to hire subcontractors to assist with the work. © 2020 SPX Transformer Solutions. Inc. WAU KESHN X SCHEDULE OF PRICING The work scope as defined on pg. 4 to be performed on Fixed Price basis for performance by 12/12/20, and is as follows: SPX' S 16,80000 GSS#: 9129420 Customer: City of Lodi Location: Lodi, CA Description: A5235 & A6842 ASEq Xfmr UZD LTC Inspection/Maintenance Technical Assistance SerHces Point of Contact: Rad Brown cell# 209-969-1243 A S PX WAUKESHA' 'rime S 16,80000 IExpenaea 5 3,21020 IMaterla1. S 53,30556 (Equipment s Total Cost S 73,316.78 I!!!le a•aMer + nri4xr Yltrolay-7 tlwwxr :T I1u.'s 01 titan Hans 5'r Cnai @ $15ae UI Cot* W_+S)wi Cott a 531ML14 [..t -mW t C%, ^x [:.,:• gsmewKl a." 9u1Iy(LY Surrlmm fAOKUP Fr[el„leil Dayl LTC 3pn:rallrll rrpwl1 $ 4,042 50 1,60000 y 1,20000 5 5 :: L•09 DD Day 2 On Site 8 1 1,60000 S 1,200 00 5 57000 2,800 00 Day3 OnSite z 1,600 OD S 1,20000 S - 2,80000 Day4 On Site 6 4 $ 1,60000 S 1,20000 $ S 2,80000 Days On Site 8 t 1: 1,60000 S 1.20000 S S 2,80000 Dayfi Trawl 8 1 S 1,60000 S 1,20000 $ 2,80000 ^x [:.,:• gsmewKl a." 9u1Iy(LY Surrlmm fAOKUP Fr[el„leil Cn.r Est Tax Suhtotal $ 4,042 50 4,042 50 WA _ 4,04250 Rental Car 6 5 6500 39000 113% 46020 Mileage 600 5 095 5 57000 14A 5 57000 NOTE: Price is based on one (1) SPXTS LTC specialist for 6 days (2 travel days roundtrip & 4 days on site — 2 days per LTC). The above price is based on Firm Fixed Price basis, however, it is not a "not to exceed price". If added time/days, parts, materials, alternate trips for parts rep/acemenbrepairs, etc. are needed on site, this will be calculated & billed on a T&M basis. Invoicing for any T&M adders will be calculated and billed on actual hours/expenses/materials. SPXTS cooperates with the California Labor Board with completion of proper prevailing wages requirements and completion of certified payroll after jobs are completed. SPXTS is also Public Works certified with D/R# 1000012207 (exp. 6/30/22). SPXTS CA Contractors License #: C10 CSLB: 839522 (exp. 5/31/22) • Payment terms and conditions are NET 30 and are subject to credit approval. • Unless specifically noted, prices do not include: o Any site specific or customer required access and/or safety training o Any special and/or site-specific safety, PPE or environmental requirements o Use of union labor o Local Sales or Use tax • Requested changes to work scope or delays outside the control of SPX Waukesha shall be billed in accordance with SPX Transformer Solutions' Technical Service Price List (attached). © 2020 SPX Transformer Solutions, Inc 16 4h' 8 • UZQ LTC CoMatl Kill 103* h: Sk.Y1 - 12,250 00 - 49,000 00 •;. Est Tax Suhtotal $ 4,042 50 4,042 50 WA _ 4,04250 Freight JX -CA) 200-03 $ 24300 - 243 00 WA N/24300 Est Tax Subtotal $ 2006 S 2006 WA R 2006 NOTE: Price is based on one (1) SPXTS LTC specialist for 6 days (2 travel days roundtrip & 4 days on site — 2 days per LTC). The above price is based on Firm Fixed Price basis, however, it is not a "not to exceed price". If added time/days, parts, materials, alternate trips for parts rep/acemenbrepairs, etc. are needed on site, this will be calculated & billed on a T&M basis. Invoicing for any T&M adders will be calculated and billed on actual hours/expenses/materials. SPXTS cooperates with the California Labor Board with completion of proper prevailing wages requirements and completion of certified payroll after jobs are completed. SPXTS is also Public Works certified with D/R# 1000012207 (exp. 6/30/22). SPXTS CA Contractors License #: C10 CSLB: 839522 (exp. 5/31/22) • Payment terms and conditions are NET 30 and are subject to credit approval. • Unless specifically noted, prices do not include: o Any site specific or customer required access and/or safety training o Any special and/or site-specific safety, PPE or environmental requirements o Use of union labor o Local Sales or Use tax • Requested changes to work scope or delays outside the control of SPX Waukesha shall be billed in accordance with SPX Transformer Solutions' Technical Service Price List (attached). © 2020 SPX Transformer Solutions, Inc 16 WAUKESHN 0 COMMENTS/EXCEPTIONS TO CONTRACT DOCUMENTS • None 83 TERMS & CONDITIONS STATEMENT • Work shall be performed in accordance with SPX Transformer Solutions — Service & Components Division Terms and Conditions of Sale (attached). • Bid is valid for a period of 60 days. ■ Pricing is valid for a period of 120 days ARO • All P.O.s / Contracts / Agreements to be addressed to the following. SPX Transformer Solutions, Inc. 400 S. Prairie Ave. Waukesha, WI 53186 SPX Transformer Solutions, Inc. thanks you for the opportunity to provide a quotation for this work. We look forward to your consideration of this offering and welcome any questions you may have regarding this quotation for your service requirements. Best Regards, Tom Pickens Regional Sales Associate II —West Region SPX Transformer Solutions, Inc. Ph# 919-273-4152 Fx# 208-361-2024 E-mail: TQm.Pickens@snx.com C 2020 SPX Transformer Solutions, Inc. WAUKESHAX SPX CUSTOMER AUTHORIZATION Customer hereby requests that Waukesha® Service perform the above -referenced Services in accordance with the provisions of this quotation, #9129420, including all commercial terms and clarifications and forms the basis of contract with SPX Transformer Solutions, Inc. Customer's Authorization / Purchase Order Number for Accounting Purposes: Resolution 2020 - Billing Address: City of Lodi Electric Utility 1331 S. Ham Lane Lodi, CA 95242 ATTEST: JENNIFER CUSMIR City Clerk By: Name: STEPHEN SCHWABAUER Title: City Manager Date: Approved as to Form: JANICE D. MAGDICH City Attorney �^ © 2020 SPX Transformer Solutions. Inc. 8 WAUKESHNX. in Waukesha° Service Service Technician & Specialist Rate Schedule Waukesha® Service maintains a nationwide staff of trained and experienced field service specialists and technicians who are available to provide advisory assistance, installation, inspection, commissioning, testing, troubleshooting, start-up, technical studies and maintenance and repair services of electrical apparatus. Technical professionals are classified in two categories, dependent on the degree of expertise and complexity of the service required: Service Specialist The Service Specialist has specific experiences and/or educational training along with factory training and experience in design, assembly, installation or testing. This expert is required for special diagnosis, repairs, inspection, failure analysis and complex technical evaluations. Typical scopes of work for these services involve LTCs, engineering services, project management, forensics analysis, condition assessments, electrical testing, etc. Service Technician The Service Technician has specialized factory training and experience. This Technician can act as a consultant for customer's personnel with respect to correct installation, testing, maintenance or service requirements consistent with Waukesha® Service guidelines. WAUKESHA® SERVICE SPECIALIST AND SERVICE TECHNICIAN RATES Service Technician $150 $265 1. Hourly rate applies to all time worked or traveled during a workday $225 $300 2. Overtime rate applies to all hours worked in excess of eight hours on weekdays and all time worked or traveled on Saturdays. NOTE: Our standard workday is 10-12 hours based on site conditions. 3. Sunday and Holiday rate applies to all hours worked or traveled on Sundays and/or holidays. In lieu of Per Diem, charges for travel and living expenses will be billed at cost plus an 18% handling charge. Per Diem Unless requested otherwise from the purchaser, a daily per diem rate will be billed for each day required for project execution along with travel days to/from the project. Per Diem rates exclude the cost of airfare to/from the job site. Traveling Time Billing for traveling time will be done at the applicable rate based on actual time traveled. Traveling time and expenses for each technical professional will include leaving and returning to the employee's headquarters. Minimum Billing Minimum billing for one day's service will be charged for each day or fraction thereof that a technical professional spends on the customer's premises. Standby Time When technical professionals are on the customer's premises but are unable to perform the services requested because of circumstances beyond the control of Waukesha® Service personnel, the purchaser will be charged at the applicable rate. © 2020 SPX Transformer Solutions, Inc. WAU KESHA: WAUKESHA@ SERVICE TECHNICIAN & SPECIALIST RATE SCHEDULE (CONTINUED) SPX' OTHER CHARGES The following charges will be in addition to the service rates stated previously: A. Expendable Small Tools When a particular job requires the furnishing of small expendable tools not normally carried by the technical professional, a charge for such tools will be billed at the cost of acquisition. B. Material Furnished by Waukesha® Service All Waukesha® Service material used on the job will be billed at current prices. C. Material Purchased from Subcontractors or Other Vendors When the job requires the purchase of materials or services from subcontractors or other vendors, such items will be billed at cost plus an 18% handling charge. D. Special Tools and Equipment Furnished by Waukesha® Service Rental charge shall be made for all specialized tools, equipment and instruments. Refer to Waukesha® Service Equipment Rental Rate Schedule. E. Company Vehicle Mileage Rate Cost of mileage for standard company vehicles to travel to and from the standard job site will be billed at a rate of $0.95 per mile. Any vehicle requiring a CDL endorsement to drive shall be billed at a rate of $2.50 per mile for travel to and from the job site. PRODUCT WARRANTY WORK Product warranty work on Waukesha® Service -supplied equipment will be performed F.O.B. factory or at the customer's site, at Waukesha® Service's option. Work at the customer's site will be accomplished during a normal eight-hour straight time day. If the purchaser requests that product warranty work be performed during any other time period, purchaser will be invoiced for the premium time portion of the work, i.e. the difference between the applicable rate and the overtime rate for the services performed. TERMS OF PAYMENT Net 30 days from date of invoice. TERMS AND CONDITIONS See SPX Transformer Solutions, Inc. — Service & Components Division Terms and Conditions of Sale. © 2020 SPX Transformer Solutions, Inc. H X0 WAUKESHA: SPX' SPX TRANSFORMER SOLUTIONS, INC./SERVICE AND COMPONENTS DIVISION STANDARD TERMS AND CONDITIONS OF SALE (Rev. 1/1/20) 1. ACCEPTANCE AND 0OVERNING PROVISIONS. No orders for services and/or goods (individually and collectively, "Work,") are binding upon Seller until accepted in writing by an authorized representative of Seller. Seller's acceptance of Buyer's order is conditioned upon Buyer's acceptance of these terms and conditions (the "Terms") and Buyer's agreement to be bound by and comply with these Terms. These Terms and the terms of Seller's quotation, and all referenced attachments constitute the entire agreement between Buyer and Seller, and no amendment or modification shall be binding on Seller unless signed by an authorized representative. Seller's failure to object to provisions contained in any purchase order or other document of Buyer shall not be construed as a waiver by Seller of these Terms or an acceptance of any such provisions. Any conflicting or additional terms or conditions set forth by Buyer in a purchase order or other document are not binding upon Seller, and Seller expressly objects to them. 2. LIMITED WARRANTY. (a) For a period of one (1) year from the date of performance of services or delivery of goods under the order accepted by Seller, Seller warrants, to'the original purchaser, the services performed by or on behalf of Seller to be free from defects in workmanship and the goods manufactured by Seller to be free from defects in title, material, and workmanship. (b) If within such period it shall be proven to Seller's reasonable satisfaction that any services or goods are defective, then such services shall be corrected and, at Seller's option, such goods repaired or replaced or substitute goods obtained. Buyer shall bear the costs of any removal, decontamination, and reinstallation of the goods and adjacent structures, equipment, and other obstructions not directly included in the warrantable goods. Seller's obligation is conditioned upon Seller's receipt of written notice of any alleged nonconformity or defect within 10 days after its discovery and, with respect to goods, at Seller's option, return of such goods to Seller's factory, with all freight and insurance to and from the repair facility to be at Buyer's expense. With respect to goods not manufactured by Seller, Seller makes no warranty other than good title and agrees to transfer to Buyer the original manufacturer's warranty, which shall provide the exclusive remedy for any defect. (c) The foregoing warranties state Seller's entire warranty and Buyer's sole and exclusive remedy related to the Work. EXCEPT AS EXPRESSLY SET FORTH ABOVE, SELLER MAKES NO WARRANTY OF ANY KIND WHATSOEVER, AND SELLER EXPRESSLY DISCLAIMS ANY WARRANTIES IMPLIED BY LAW, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. (d) This warranty shall not apply to any loss or damage resulting from: (i) normal wear and tear; (ii) alteration, neglect, misuse, abuse, or improper installation, operation, maintenance, or storage by Buyer or a third party; (iii) accident, fire, flood, or acts of God; or (iv) inaccurate or incomplete information or data supplied or approved by Buyer. Buyer shall defend and indemnify Seller for any loss or damage of Seller arising out of clauses (i) through (iv) above and any breach by Buyer of its covenants and obligations under these Terms. 3. PATENTS AND TRADEMARKS. (a) If notified promptly by Buyer in writing and provided with authority, information, and assistance, Seller shall defend or may at any time settle, at Seller's option, any suit or proceeding alleging that any goods designed and sold by Seller pursuant to the order accepted by Seller infringe any U.S. patent or trademark. Seller shall pay any damages awarded in such suit or proceeding up to the amount of the depreciated purchase price of such goods. In the event any such goods are held to constitute such infringement and the use of the goods is enjoined, Seller shall, at its option and expense: (i) procure for Buyer the right to continue using the goods; (ii) replace the goods with non -infringing goods; (iii) modify the goods so that they become non -infringing; or (iv) remove the goods and return the depreciated purchase price. The foregoing constitutes the entire liability of Seller and the sole and exclusive remedy of Buyer for patent or trademark infringement related to the goods. (b) Notwithstanding the foregoing, section (a) above shall not apply to any suit or proceeding alleging infringement resulting from or related to Seller's compliance with the instructions, specifications or design of Buyer or the use of goods of Seller in combination with other goods or materials. Buyer shall defend and pay any damages awarded in such suit or proceeding. 4. DELIYERY AND DELAY. (a) Unless otherwise agreed to in a writing signed by Seller: (i) goods shall be delivered FCA Seller's Premises, with delivery to the initial carrier constituting delivery to Buyer (Incoterms® 2010); (ii) title to the goods and risk of damage or loss shall pass to Buyer upon delivery to the initial carrier; (iii) transportation costs shall be paid by Buyer; and (iv) Buyer shall have sole responsibility for filing any claims with any carrier for delay, loss, or damage. If Seller selects the freight forwarder, then Buyer authorizes Seller to clear the goods for export under U.S. Export Regulations, including CFR 15, Part 30. If Buyer selects the freight forwarder, then Buyer shall authorize its freight forwarder to file the EEI and export clearance documentation required by US law, and Buyer assumes all responsibility for export clearance. (b) Dates of delivery or other performance are estimates and are based on timely receipt from Buyer of accurate and complete approved drawings and technical data. Seller shall not be liable for any delay beyond its reasonable control or caused by accident; bad weather; embargo; act of Buyer or third parties; labor disputes; national emergency; riots; non-delivery of suppliers; delays of carriers or delivery agents; inability to obtain labor, materials, or manufacturing facilities; acts of God; or government restrictions, prohibitions, or requirements. In the event of any such delay, Seller's time period for delivery or performance shall be extended accordingly. Regardless of the cause, Seller shall have no liability for penalties of any nature as a result of a delay. During any period of shortage due to the stated or similar causes, Seller may prorate its supply of material among its internal © 2020 SPX Transformer Solutions, Inc. I I] rr: WAU KESHA demand and its customers in whatever manner it chooses. (c) Buyer shall provide, at its own expense, ready and sufficient routes and access for Seller's vehicles and equipment to all site(s) for services and delivery point(s) for goods, free of any and all obstructions, conditions, and insufficiencies that would impede or prevent the performance of services and/or the delivery of goods. 5. LIMITAT O OF LIABILITY. (a) Except to the extent specifically provided under Section 3 above, Seller shall not be liable under any theory of relief, including, without limitation, breach of warranty, breach of contract, tort (including negligence), strict liability, or otherwise, arising out of or related to an order or Seller's acts or omissions for: (i) incidental, special, punitive, or consequential damages of any nature, including, without limitation, economic loss or damages, whether for loss of revenue and/or profits, increased operating costs, loss of use, cost of capital or substitute facilities and services, downtime costs, delay costs, claims of any third parties for any of the above, or otherwise; or (ii) any damage or loss in excess of the three (3) times the purchase price actually paid by Buyer for the goods and services upon which such claim is based, not to exceed one million dollars ($1,000,000). (b) Any action by Buyer must be commenced within one (1) year after the cause of action has accrued. 6. CHANGES, SUBSTITUTIONS, AND CANCELLATION. (a) Any changes requested by Buyer are not effective unless accepted in writing by an authorized representative of Seller at Seller's corporate offices or factory. Any changes accepted by Seller that affect the specifications or scope of work of an order shall entitle Seller to an adjustment to the price, delivery schedule, or other terms affected by such change, as appropriate. (b) Seller may furnish suitable substitutes for materials unobtainable due to regulations of governmental authorities or unavailability of materials from suppliers. Details of design and construction in any quotation are approximate and subject to revision by Seller. If changes in performance of services or in materials, design, layout, or arrangement of goods are desired or required by conditions of which Seller was unaware or that were unforeseen by Seller, the price is subject to revision. (c) Buyer may cancel an order only with the written consent of Seller and upon payment of cancellation charges. In the event Seller accepts such cancellation of all or any part of the Work, Buyer shall be liable for the higher of. (i) 25% of the purchase price; (ii) any loss incurred by Seller, including, without limitation, costs of engineering, reconditioning, labor, materials, and Seller's margin; or (iii) costs required by any cancellation and delay policy of Seller. 7. APPROVALS, INSPECTION, AND ACCEPTANCE. (a) Buyer's approval, or failure to disapprove, of drawings submitted under an order constitutes Buyer's acceptance of equipment design, specifications, and other data contained in Seller's submittals. (b) Inspection of goods at Seller's factory by Buyer, or Buyer's representatives, will be permitted insofar as such inspection does not interfere with Seller's production and provided that complete written details of such inspection are submitted to Seller 10 days in advance. (c) Work shall be deemed accepted, and any claim of Buyer against Seller with respect to an order shall be waived and not enforceable, unless: (i) Buyer has promptly inspected the Work, and written notice from Buyer of any defect has been received by Seller within 48 hours of rejection of any goods inspected at Seller's factory or, if no factory inspection has taken place, then within 30 days following any performance of services and/or delivery of goods; and (ii) Buyer has given Seller reasonable advance notice and authorization to attend any tests designed to demonstrate that Seller's performance is nonconforming or goods are defective, and the test conditions are mutually agreed to by Buyer and Seller. (d) Goods may not be returned without obtaining written authorization and shipping instructions from an authorized representative of Seller. 8. PRICES, PAYMENT, AND CREDIT. (a) Unless other terms have been expressly stated by Seller in writing, Seller's prices: (i) are FCA Seller's Premises (Incoterms® 2010); (ii) do not include customs duties or any domestic or foreign sales, use, excise, VAT, or similar taxes under existing or future laws (with Buyer to be charged for same, unless Buyer has provided Seller with an appropriate tax exemption certificate); (iii) are valid for 30 days from the quotation date; and (iv) do not include costs for installation of goods. All quoted prices are in U.S. Dollars and are subject to correction for clerical errors. (b) Unless otherwise agreed in writing and subject to credit approval, payment terms shall be net 30 days from completion of services performed within the continental U.S. and/or from the date of shipment for goods sold within the U.S. Unless otherwise agreed in writing, payment shall be cash in advance or letter of credit for all services performed outside the continental U.S. and all export sales of goods from the U.S.; and no later than 60 days prior to the schedule start date for services and each scheduled shipment date for goods, Buyer shall wire transfer funds to Seller's account or cause to be issued for Seller's benefit an irrevocable letter of credit in U.S. Dollars in the full amount of the purchase price, plus prepaid freight if applicable, such letter of credit (i) to be issued or confirmed by a prime U.S. bank acceptable to Seller; (ii) to be subject to and governed by the Uniform Customs and Practice for Documentary Credits (ICC Publication No. 500) and to be otherwise acceptable in form and substance to Seller; and (iii) to provide for payment to Seller of the full amount of the purchase price plus prepaid freight in U.S. Dollars, on presentation by Seller of sight drafts, Seller's invoice, and such other documents as shall be reasonably required by the letter of credit. All banking and other charges for such letter of credit are for the account of Buyer. (c) Partial payments shall become due with partial performance of services or partial shipments of goods. Any delay in performance of services or delivery of an installment of goods shall not relieve Buyer of its obligation to accept and make payment for remaining performance or installments. If Buyer is notified by Seller that the goods are ready for shipment and there is an unreasonable delay in shipment for reasons beyond Seller's control (including Buyer's failure to provide shipping instructions), the completion date of the goods shall be treated as the date of shipment for payment purposes, and completed goods shall be held at Buyer's risk of loss or damage, with Buyer paying all storage and insurance expenses. (d) Seller may, at its option, decline to provide services or deliver goods, except for cash in advance, or stop goods in transit whenever, for any reason, Seller doubts Buyer's financial responsibility. 9. G DDS FOR RE-EXPORT. If the ultimate destination of Work is outside the U.S., then Buyer shall designate such country on its © 2020 SPX Transformer Solutions, Inc. 12 WAU KESHAA X0 SPX" purchase order. In the event that Buyer purchases Work for re-export without so notifying Seller, Buyer shall have sole liability and shall defend and indemnify Seller for any loss or damage (including, without limitation, claims of governmental authorities) arising from the export from the U.S. or import into another country of such Work, including, without limitation, those related to packaging, labeling, marking, warranty, contents, use, or documentation of the goods. Seller shall have sole responsibility for obtaining any required export licenses. Buyer shall neither take, nor solicit Seller to take, any action that would violate any anti -boycott, anti -corruption, or any export or import statutes or regulations of the U.S. or other governmental authorities and shall defend and indemnify Seller for any loss or damage arising out of or related to such action. 10. PROPRIETARY INFORMATION. Seller retains title to all engineering and production prints, drawings, technical data, and other information and documents that relate to the services and goods sold to Buyer. Unless advised by Seller in writing to the contrary, all such information and documents disclosed or delivered by Seller to Buyer are to be deemed proprietary to Seller and shall be used by Buyer solely for the purpose of inspection, installation, and maintenance and not used or disclosed by Buyer for any other purpose. 11. EXCLUSIONS. In no event shall Seller have any obligation (a) to identify or correct any defective wiring or equipment, to identify or correct any code violations, or to remove from Buyer's premises any defective equipment unless expressly stated in the applicable scope of work; or (b) to identify, correct, abate, clean up, control, or remove from Buyer's premises any toxic or hazardous material. 12. MISCELLANEOUS. All rights and remedies of Seller under these Terms are in addition to its rights at law and in equity. Any delegation or assignment by Buyer of any of its responsibilities or rights without Seller's prior written consent shall be void. The validity, performance, and interpretation of these Terms and any referenced attachment shall be governed by the law of the State of California, U.S.A., including the United Nations Convention on Contracts for the International Sale of Goods when applicable, without reference to principles of conflicts of laws. The invalidity or illegality of any provision of these Terms shall not render invalid or illegal any other provision. Seller's failure at any time to require performance by Buyer of any of these Terms shall not serve as a waiver or diminish Seller's right to demand strict compliance with such provision or with other of these Terms. © 2020 SPX Transformer Solutions, Inc. 1 13 WAUKESHN City of Lodi 1331 S. Ham Lane Lodi, CA 95242 INSURANCE REQUIREMENTS 777, SPX" NOTE: The City of Lodi is now using the online insurance program PINS Advantage. Once you have been awarded a contract you will receive an email from the City's online insurance program requesting you to forward the email to your insurance provider(s) to submit the required insurance documentation electronically Insurance Re uirements for Professional Services Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Contractor, his agents, representatives, employees or subcontractors. SCOPE AND LIMIT OF INSURANCE Coverage shall be as follows: 1. Commercial General Liability (CGL): Insurance on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence and $2,000,000 in the aggregate. 2 Automobile Liability: Insurance covering any auto or if Contractor has no owned autos, then hired, and non- owned autos with combined single limit no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers' Compensation: as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. Other Insurance Provisions: (a) Additional Insured Status The City of Lodi, its elected and appointed boards, commissions, officers, agents, employees, and volunteers are to be included as additional insureds on the CGL and auto policy, if permissible by law, with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Contractor's insurance (at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used, or equivalent as previously approved by the City of Lodi. (b) Primaa and Non -Contributory Insurance Endorsement The limits of insurance coverage required may be satisfied by a combination of primary and umbrella or excess insurance. For any claims related to this contract, to the extent permissible by law, the Contractor's insurance coverage shall be primary coverage at least as broad as ISO CG 20 0104 13 as respects the Entity, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Contractor's insurance and shall not contribute with it. (c) Waiver of Subrogation Contractor hereby grants to City of Lodi a waiver of any right to subrogation which any insurer of said Contractor may acquire against the City of Lodi by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessaryto affect this waiver of subrogation, but this provision applies regardless of whether or not the City of Lodi has received a waiver of subrogation endorsement from the insurer NOTE: (1) The street address of the CITY OF LODI must be shown along with (a) and (b) and (c) above: 221 West Pine Street, Lodi, California, 95240; (2) The insurance certificate must state, on its face or as an endorsement, a description of therp oject that it is insuring. © 2020 SPX Transformer Solutions, Inc. 14 WAUKESHA° III (d) 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 under the Contractors commercial general liability and automobile liability policies. (e) 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 from Contractor of such cancellation or reduction in coverage to the Risk Manager, City of Lodi, 221 West Pine St., Lodi, CA 95240. (f) Continuity of Coverage All policies shall be in effect on or before the first day of the Term of this Agreement. Upon expiration of each insurance policy, Contractor shall furnish a certificate(s) showing that a new or extended policy has been obtained which meets the 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. Contractor agrees and stipulates thatany 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.). (g) 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 (1 st) 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. (h) Verification of Coverage Consultant shall furnish the City with a copy of the redacted policy declaration and applicable endorsement page(s), original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant's obligation to provide them. In the event of a claim, the City reserves the right to require copies of all non-proprietary portions of the required insurance policies, including endorsements required by these specifications, at any time. Failure to exercise this right shall not constitute a waiver of the City's right to exercise after the effective date. (i) Self -Insured Retentions Self-insured retentions must be declared to and approved by the City, such approval not to be unreasonably withheld. The City may require the Consultant to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention.. Q) Insurance Limits The limits of insurance described herein shall not limit the other liability of the Contractor and Contractor's officers, employees, agents, representatives or subcontractors. Contractor's obligation to defend, indemnify and hold the City and its officers, officials, employees, agents and volunteers harmless under the provisions of this paragraph is not limited to or restricted by any requirement in the Agreement for Contractor to procure and maintain a policy of insurance. (k) Subcontractors Consultant shall require and verify that all subcontractors maintain insurance applicable to their scope of work.. If Contractor subcontracts any portion of the work, Contractor remains responsible for complying with the Agreement requirements and will be liable to the City for the acts and omissions of subcontractors as if the acts and omissions were those of Contractor. (1) Claims Made Policies If any of the required policies provide coverage on a claims -made basis: 1. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contractwork. 2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. 3. If coverage is canceled or non -renewed, and not replaced with another claims -made policy form with a Retroactive Date prior to the contract effective date, the Consultant must purchase "extended reporting" coverage for a minimum of five (5) years after completion of contract work. 0 2020 SPX Transformer Solutions, Inc. 15 WAUKESHX (m) Qualified Insurer(sj 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 reasonably 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. 0 2020 SPX Transformer Solutions, Inc. 16 Contract Check List Vendor Name SPX Transformer Solutions, Inc Address 2701 US Highway 117 South, Goldsboro, NC 27530 Eu Contact Melissa Term 12/1/20-06/30/21 Vendor email Sean. Mahon@spx.com Contact Name Sean Mahon PSA Date Council: Yes or No 10/20/20 Yes - November 18th Exhibits Date Exhibit C Type 10/20/20 Insurance requirements for Professional Services Entered in Pins Date Notes: Coversheet completed Date Notes: 10/20/20 Sent to CA Date Notes: 10/21/20 Sent from Natalie's email on 10/21 to Kaylee and Pam in CC office �i1r1 A (l eA {fir ('I?VcW ftAAVI ► Ll I 'L Sent to vendor Date Notes: Sent for execution Date Notes: Sent Request to A/P to Date Notes: add in Tyler RESOLUTION NO. 2020-305 A RESOLUTION OF THE LODI CITY COUNCIL AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT WITH SPX TRANSFORMER SOLUTIONS, INC., OF WAUKESHA, WISCONSIN, FOR TECHNICAL ASSISTANCE SERVICES ASSOCIATED WITH LOAD TAP CHANGER CAPITAL IMPROVEMENT PROJECT WHERAS, Lodi Electric Utility (LEU) owns, operates and maintains four electrical substations to import and distribute power to Lodi customers; and WHEREAS, each of these substations has two transformers which convert or "step down" electricity to a voltage appropriate for customer use; and WHEREAS, contained within each of these transformers is a device called a Load Tap Changer (LTC) which regulates the voltage to keep it within a narrow operating band for system stability; and WHEREAS, the LTCs are now at the end of their useful life cycle with their current parts and LEU is proposing to purchase parts kits, remove the old parts, and install these new kits; and WHEREAS, SPX Transformer Solutions, Inc. (SPX) will provide the parts kits and provide technical assistance services to LEU substation staff who will complete the necessary work; and WHEREAS, in accordance with Lodi Municipal Code Section 3.20.075, engineering services are exempt from bidding requirements and SPX is the only vendor who supplies the kits needed to refurbish the existing equipment; and WHEREAS, refurbishing these LTCs will extend the life of the substation transformers and possibly avoid catastrophic equipment failures, as well as postpone the need to complete a previously -planned substation transformer replacement project. NOW, THEREFORE, BE IT RESOLVED that the Lodi City Council does hereby authorize the City Manager to execute an Agreement with SPX Transformer Solutions, Inc., of Waukesha, Wisconsin, for technical assistance services associated with the Substation Load Tap Changer Capital Improvement Project, in an amount not to exceed $75,000; and BE IT FURTHER RESOLVED, pursuant to Section 6.3q of the City Council Protocol Manual (Res. No. 2019-223), the City Attorney is hereby authorized to make minor revisions to the above -referenced document(s) that do not alter the compensation or term, and to make clerical corrections as necessary. Dated: December 22, 2020 ------------------------------------------------------------------------ ------------------------------------------------------------------------ I hereby certify that Resolution No. 2020-305 was passed and adopted by the City Council of the City of Lodi in a regular meeting held on December 22, 2020 by the following vote: AYES: COUNCIL MEMBERS — Chandler, Kuehne, and Mayor Nakanishi NOES: COUNCIL MEMBERS — None ABSENT: COUNCIL MEMBERS — Hothi and Khan ABSTAINS COUNCIL MEMBERS — None JENNIFER SMIR City Clerk 2020-305