HomeMy WebLinkAboutAgenda Report - February 16, 2005 E-12AGENDA ITEM E"11.
CITY OF LODI
COUNCIL COMMUNICATION
TM
AGENDA TITLE: Adopt resolution authorizing the City Managerto enter into a Professional Services
Agreementwith Power Engineers, Inc. of Hailey, IDfor oil 'Spill Prevention, Control
and Countermeasure (SPCC)' evaluation and development of SPCC plans for
Henning, Industrial, Killelea and McLane Substations and the service yard; and
appropriate funds in the amount not to exceed $12,000 by a transfer from
Distribution System Improvement business to the business unit (EUD)
MEETING DATE: February 16,2005
PREPARED B Y Electric Utility Director
RECOMMENDEDACTION: That the City Council adopt a resolution authorizing the Professional
Services Agreement with Power Engineers, Inc. of Hailey. ID to perform
the SPCC evaluation and to develop substation -specific SPCC plans and
appropriate funds for the project from existing budgeted funds in the amount not to exceed $12,000.
BACKGROUND INFORMATION: On July 17,2002, the Environmental ProtectionAgency (EPA) amended
the Oil Pdlution Prevention regulation (40 CFR 112) under the Clean
Water Act and included requirementsfor Spill Prevention, Control, and
Countermeasure (SPCC) Plans. The rule requires all facilities with oil -filled equipment to conduct site evaluation, to
prepare and implement a plan to prevent any discharge of oil into or upon navigable waters. Oil -filled equipment
must meet SPCC requirements to provide appropriate containment and/or diversionary structures for discharged oil
from facilities such as electric power generation, transmission, and distribution. Preparation of the SPCC Plan is
the responsibility of the facility owner or operator, but it must be certified by a licensed Professional Engineer. EPA
requires compliance to the SPCC rules and regulationson February 17,2006 but not laterthan August 18,2006.
For purposesof safeguardingthe environment and to formulate plans duly signed by a Professional Engineer, EUD
would like Power Engineers, Inc. to conduct the site evaluation and submit site specific plans and procedures for
Henning, Industrial, Killelea and McLane Substations and for the service yard at 1331 South Ham Lane, Lodi, CA in
accordance with the EPA Spill Prevention, Contrd and Countermeasure (SPCC) Regulation 40 CFR 112. Site
evaluation and the development of SPCC plans wiII be executed as described in Power Engineers' proposal dated
January 28, 2005. We recommend City Council approval to cavy out environmental protection.
FUNDING: It is recommendedthat funding for the SPCC evaluation and plan development services be
provided by a transfer of funds ($12,000) from the Distribution System Improvement
qeJ
as unit to the businessit for this project.
Funding Approval: R. Krueger, Finance Di
Alan N. Vallow, Electric Utility Director
Prepared By: Demy Bucaneg. Sr. Power Engineer
ANWOB/1st
Attachments
C: City Attorney
APPROVED:-.`
Blair King, Manager
PROFESSIONAL SERVICES AGREEMENT
FOR THE CITY OF LODI
BY POWER ENGINEERS, INC.
Spill Prevention, Control, and Countermeasures (SPCC) Evaluation & Plans
Power Engineers, Inc. (Power) agrees to enter into a Professional Services
Agreement (Agreement) with the City of Lodi to provide Engineering Services to
conduct SPCC evaluation and to develop site specific plans on four (4) substations
and the service yard owned by the City of Lodi as stipulated in Power's proposal dated
January 28, 2005. These facilities include Henning, Industrial, Killelea and McLane
Substations and the service yard at 1331 South Ham Lane, Lodi, CA. Power agrees
to perform the work and submit all deliverables for a price of $11,442.00 as shown in
the January 28th proposal. Furthermore, the services under this Agreement shall be
completed no longer than six (6) weeks following receipt of the Notice to Proceed.
POWER ENGINEERS, INC.
An Idaho Corporation
M
John McGrew,
Senior Projects Manager
Date:
Address: 3940 Glenbrook Drive
Hailey, Idaho 83333
CITY OF LODI, CALIFORNIA
A California Municipal Corporation
By:
Blair King,
City Manager
Date:
Address: 221 W. Pine Street
Lodi, California 95240
Attest:
Susan J. Blackston
City Clerk
Approved as to form:
D. Stephen Schwabauer
City Attorney
City of Lodi
SPCC Evaluations and Plans
Task 0 Project Management
Manage the work and allocate resources as necessary to successfully complete the work.
Conduct project accounting and maintain the project record.
Deliverable:
• Project Supervision
Budgeting Assumption:
• Project duration is no longer than six weeks and only one invoice will be
produced.
Task 1 Site Visit
Visit four City substations and the service yard at the main office. Verify the existing
conditions at each site against site general arrangement drawings. Verify oil filled
equipment location and oil volumes. Verify as -built conditions for the oil containment
basins or systems if any. Determine receiving waters in the event of an oil spill.
Determine oil spill prevention measures needed. Acquire information necessary to
prepare a general SPCC Plan for the City and site specific information to include for each
of the four stations and the service yard. Acquire the City's existing spill response
procedures.
Deliverables:
• Site visits and verification of on-site conditions
Budgeting Assumptions:
• The City has spill response procedures and will provide them to POWER.
• The City will accompany and guide the POWER representative on the site visits.
• The City will provide the general arrangement drawings and drawings for any oil
containment systems to POWER in advance of the site visits.
Task 2 SPCC Plan
Prepare a draft general SPCC plan for the City's electrical facilities in accordance with
the latest revision to 40CFR 112. Include site specific modules for the four stations and
the service yard. Incorporate the spill response procedures provided by the City. Submit
the draft to the City for review and comment. Obtain City comment via correspondence
or conference call and finalize the SPCC Plan.
HLY 009-054 (01/28/05) 101193/1k 1
Deliverables:
• Draft SPCC Plan for four stations and the service yard.
• Final SPCC Plan for the four stations and the service yard.
Budget Assumptions:
• The City will have one review and comment period.
• No engineering or preparation of construction specifications are included.
• No surveying is included in the budget.
• The City will provide POWER electronic drawings for use in the SPCC Plan.
Budget Estimate
Task
Labor (hr)
Labor ($)
Expense ($) L&E ($)
0. PM
10
1,054
100 1,154
1. Site Visits
32
3,600
1,700 5,300
2. SPCC Plans
48
4,888
100 4,988
Totals
90
9,542
1,900 11,442
HLY 009-054 (01/28/05) 101193/1k 2
POWER
ENGINEERS
AGREEMENT FOR THE PROVISION
OF PROFESSIONAL SERVICES
Engineer: POWER Engineers, Inc.
3940 Glenbrook Drive
Hailey, Idaho 83333
(208) 788-3456
(208) 788-2082 (fax)
Client: City of Lodi Electric
1331 South Ham Lane
Lodi, CA 95242
(209) 333-6811
(209) 339-0851 (fax)
Project Name: City of Lodi SPCC Evaluations and Plans
Project Location: Lodi, CA
POWER Project Number:
HLY 007-2185 (1/28/05)
POWER ENGINEERS, INC.
3940 GLENBROOK DR. / P.O. BOX 1066 PHONE (208) 788-3456
HAILEY, ID 83333 FAX (208) 788-2082
POWER
ENGINEERS
TABLE OF CONTENTS
SECTION 1: PERFORMANCE OF SERVICES.................................................................................. 1
1.1 Scope Of Services...................................................................................................................... 1
1.2 Schedule..................................................................................................................................... 1
1.3 Standard Of Care........................................................................................................................ 1
1.4 Authorization To Perform.......................................................................................................... 1
1.5 Site Observation......................................................................................................................... 1
SECTION 2: CLIENT RESPONSIBILITIES........................................................................................ 1
SECTION 3: COMPENSATION........................................................................................................... 1
SECTION4: DELAYS.......................................................................................................................... 2
SECTION 5: CHANGES IN THE SCOPE OF WORK............................................................................... 2
5.1 Change Orders............................................................................................................................ 2
5.2 Changed Conditions................................................................................................................... 2
5.3 Differing Site Conditions........................................................................................................... 2
SECTION 6: SUSPENSION AND TERMINATION........................................................................... 3
6.1 Suspension..................................................................................................................................3
6.2 Termination For Cause............................................................................................................... 3
6.3 Termination For Convenience.................................................................................................... 3
6.4 Termination Compensation........................................................................................................ 3
SECTION 7: INDEMNIFICATION...................................................................................................... 3
SECTION8: INSURANCE................................................................................................................... 3
8.1 Limits......................................................................................................................................... 3
8.2 Endorsements............................................................................................................................. 3
8.3 Proof Of Insurance..................................................................................................................... 4
SECTION 9: LIMITATION OF LIABILITY........................................................................................ 4
SECTION 10: INDEPENDENT CONTRACTOR................................................................................ 4
SECTION11: DOCUMENTS............................................................................................................... 4
11.1 Ownership and Reuse of Documents..................................................................................... 4
11.2 Documents Supplied by Others.............................................................................................. 4
SECTION 12: CONFIDENTIALITY..................................................................................................... 4
SECTION 13: DISPUTE RESOLUTION.............................................................................................. 5
13.1 Exclusive Manner of Dispute Resolution.............................................................................. 5
13.2 Mediation............................................................................................................................... 5
13.3 Arbitration..............................................................................................................................5
13.4 Notice.....................................................................................................................................5
13.5 Costs and Fees........................................................................................................................ 5
SECTION 14: MISCELLANEOUS....................................................................................................... 5
14.1 Notices................................................................................................................................... 5
14.2 Applicable Law and Venue.................................................................................................... 5
14.3 Subcontractors........................................................................................................................5
14.4 Successors and Assigns.......................................................................................................... 5
14.5 Equal Employment Opportunity............................................................................................ 5
14.6 Entire Agreement................................................................................................................... 6
14.7 Severability............................................................................................................................ 6
14.8 Survival of Obligations.......................................................................................................... 6
14.9 Counterparts...........................................................................................................................6
HLY 007-2185 (1/28/05)
POWER ENGINEERS, INC.
3940 GLENBROOK DR. / P.O. BOX 1066 PHONE (208) 788-3456
HAILEY, ID 83333 Page i of 6 FAX (208) 788-2082
POWER
ENGINEERS
AGREEMENT FOR THE PROVISION OF PROFESSIONAL SERVICES
This Agreement for the Provision of Professional
Services ("Agreement"), is entered into and effective this
28th day of January 2005, by and between POWER
Engineers, Inc. (hereinafter "POWER") with its principal
place of business at 3940 Glenbrook Drive, Hailey, Idaho
83333, and City of Lodi (hereinafter "Client") with its
principal place of business at 1331 South Ham Lane,
Lodi, California 95242
SECTION 1: PERFORMANCE OF SERVICES
1.1 Scope Of Services
(a) Project Description. The project for which the
services will be performed is generally described as:
City of Lodi SPCC Evaluations and Plans on the
City of Lodi substations and as outlined in
POWER's Letter Proposal dated January 28, 2005
("Project").
(b) Services. POWER shall perform the scope of
services as outlined in Exhibit "A" ("Task Outline").
(c) Location of Project. The Project is located in the
state of California.
(d) Contract Documents and Exhibits. The following
Exhibits are attached hereto and incorporated herein
by this reference. This Agreement and the Exhibits
shall be referred to as the "Contract Documents." In
the event of any conflict, inconsistency or ambiguity
between or among the Contract Documents, this
Agreement shall govern and shall be interpreted in
the following order of precedence:
i. This Agreement
ii. Exhibit "A"— POWER's Letter Proposal,
dated January 28, 2005
1.2 Schedule
The Services shall be completed in accordance with the
Schedule outlined in Exhibit "A".
1.3 Standard Of Care
POWER represents that it will perform its services in
accordance with generally accepted professional practices
existing at the time of performance for the locality where
the services are performed. NO OTHER
REPRESENTATION, EXPRESS OR IMPLIED, IS
MADE OR INTENDED BY THE RENDERING OF
THE SERVICES PROVIDED.
1.4 Authorization To Perform
POWER represents it is appropriately licensed and
registered to perform its Services in the location(s)
contemplated by this Agreement.
HLY 007-2185 (1/28/05)
1.5 Site Observation
If required within the scope of POWER's Services,
POWER shall make visits to the site at intervals
appropriate to the various stages of construction as
POWER deems necessary in order to observe the
progress of Contractor(s)' work. POWER shall not,
during such visits or as a result of such observations of
Contractor(s)' work in progress, supervise, direct or have
control over Contractor(s)' work. POWER shall not have
any authority over or responsibility for the means,
methods, techniques, sequences, or procedures of
construction selected by Contractor(s), for safety
precautions and programs incident to the work of
Contractor(s) or for any failure of Contractor(s) to
comply with laws, rules, regulations, ordinances, codes or
orders applicable to Contractor(s) furnishing and
performing their Work. Accordingly, POWER can
neither guarantee the performance of the construction
contracts by Contractor(s) nor assume responsibility for
Contractor(s)' failure to furnish and perform their work
in accordance with the Contract Documents.
It is understood and agreed that POWER shall have no
constructive use or control of Client's site, and therefore
shall have no responsibility whatsoever for construction
site safety. Such responsibility has been wholly vested in
the general contractor.
SECTION 2: CLIENT RESPONSIBILITIES
Client shall timely provide all criteria and information as
may be identified by POWER. POWER may use such
information, requirements, reports, data, surveys and
instructions in performing its Services and is entitled to
rely upon the accuracy and completion thereof. Client
shall designate a person to act with authority on Client's
behalf with respect to all aspects of the project. Client
shall examine and respond promptly to POWER'S
submittals and requests. Client shall give prompt written
notice to POWER whenever Client observes or otherwise
becomes aware of any defect in the Work.
SECTION 3: COMPENSATION
In consideration for the Services performed by POWER,
Client shall pay POWER the compensation as set forth in
the Budget in Exhibit "A" hereto ("Contract Price").
Invoices will be submitted by POWER periodically,
approximately once a month and are due within thirty
(30) calendar days of invoice date. If Client objects to all
or any portion of an invoice, Client shall notify POWER
within seven (7) calendar days of invoice date, identify
the cause of disagreement, and pay when due that portion
of the invoice not in dispute. All outstanding balances
will accrue a finance charge of 1.0% per month for each
month the invoice is outstanding.
POWER ENGINEERS, INC.
3940 GLENBROOK DR. / P.O. BOX 1066 PHONE (208) 788-3456
HAILEY, ID 83333 Page 1 of 6 FAX (208) 788-2082
POWER
ENGINEERS
With the exception of sales tax specifically relating to
procurement, POWER shall pay its appropriate taxes,
fees or assessments imposed by local, state, or federal
government in effect at the time POWER renders its
professional services. Any taxes, fees, or assessments
enacted by local, state, or federal government subsequent
to the date of this Agreement, will be added to amounts
due to POWER under this Agreement.
SECTION 4: DELAYS
POWER shall not be responsible for delays caused by
factors beyond POWER's reasonable control, including
but not limited to delays because of strikes, lockouts,
work slowdowns or stoppages, accidents, acts of God,
failure of any governmental or other regulatory authority
to act in a timely manner, failure of the Client to furnish
timely information or approve or disapprove of
POWER's Services or work product promptly, or delays
caused by faulty performance by the Client or by
contractors of any level. When such delays beyond
POWER'S reasonable control occur, the Client agrees
that POWER shall not be responsible for any damages,
nor shall POWER be deemed to be in default of this
Agreement. In the event of such delay, the Schedule
shall be extended for a period of time equal to such delay
and POWER shall be compensated for any costs,
expenses or damages incurred as a result of such delay.
SECTION 5: CHANGES IN THE SCOPE OF WORK
5.1 Change Orders
(a) Client, without invalidating this Agreement, may
order changes in the scope of work consisting of
additions, deletions, or other revisions, POWER'S
compensation and the design completion date being
adjusted accordingly. All such changes in the
Project shall be authorized by Change Order, signed
by Client and POWER. POWER shall not be
required to perform out -of -scope or extra work
without its written approval.
(b) A Change Order is a written order to POWER,
signed by the Client (or its authorized agent) and
POWER, issued after the execution of this
Agreement, authorizing an addition, deletion, or
revision in the Services or an adjustment in the
Contract Price or the Schedule.
(c) The increase or decrease in the Contract Price and
change in Schedule resulting from a change in the
Project shall be determined by mutual agreement.
(d) If the parties are unable to agree to such change in
POWER's Contract Price, POWER, upon receipt of
a written order signed by Client, shall promptly
proceed with the Services involved. The cost of
such additional Services shall then be determined on
the basis of the actual time and expense incurred for
performing the Services attributed to the change,
HLY 007-2185 (1/28/05)
charged at the rates set forth in the Schedule of
Charges. In such case, POWER shall maintain a
separate time and expense accounting for the
additional Services. The amount of decrease in the
Contract Price resulting from any deletion or change
will be the amount of the actual net decrease
computed by POWER. When both an increase and
decrease occur in any one change order, the change
in compensation shall be calculated by adding the
increase or subtracting the decrease to arrive at a net
change.
5.2 Changed Conditions
POWER's Services and any known conditions are as set
forth in the Contract Documents. If conditions differ
materially from those set forth in the Contract
Documents, then the Contract Price and the Schedule
shall be equitably adjusted by Change Order.
5.3 Differing Site Conditions
(a) POWER's Services are based on certain conditions
as set forth in the Contract Documents. POWER
shall promptly notify Client of the following
unforeseen conditions, hereinafter called "Differing
Site Conditions."
i. Subsurface or latent physical conditions at the
site of the Services differing materially from
those indicated, described, or delineated in the
Contract Documents; and
ii. Physical conditions at the site of the Services of
an unusual nature differing materially from
those ordinarily encountered and generally
expected; and
iii. Hazardous or toxic materials.
(b) Client shall promptly review the Differing Site Con-
ditions to determine the necessity of obtaining addi-
tional explorations, tests, or engineering services
with respect thereto, and shall advise POWER, in
writing, of how the Client wishes to proceed. Such
determination by Client shall be made within five
(5) business days of notice from POWER of the
Differing Site Condition(s). If the Client determines
that because of the Differing Site Condition(s) a
change in the Services is required, a Change Order
shall be issued to reflect and document the conse-
quences of the Differing Site Condition(s).
(c) In each such case, an adjustment in the Contract
Price or an extension of the Schedule, or any
combination thereof, shall be granted to POWER to
the extent any adjustment or extension is attributable
to any such Differing Site Condition(s).
POWER ENGINEERS, INC.
3940 GLENBROOK DR. / P.O. BOX 1066 PHONE (208) 788-3456
HAILEY, ID 83333 Page 2 of 6 FAX (208) 788-2082
POWER
ENGINEERS
SECTION 6: SUSPENSION AND TERMINATION
6.1 Suspension
In the event the Project is suspended for longer than
thirty (30) days, POWER shall have the right to terminate
this Agreement.
6.2 Termination For Cause
Either party shall have the right to terminate this
Agreement should the other fail to cure any material
breach of this Agreement within seven (7) days notice
from the non -breaching party.
6.3 Termination For Convenience
Client shall have the right to terminate this Agreement for
convenience after providing POWER seven (7) days
written notice.
6.4 Termination Compensation
In case of such termination, POWER shall be paid:
(a) For completed and acceptable Services executed in
accordance with the Contract Documents prior to the
effective date of termination, including fair and
reasonable sums for overhead and profit on such
Services;
(b) For expenses sustained prior to the effective date of
termination in performing Services and furnishing
labor, materials or equipment as required by the
Contract Documents in connection with
uncompleted Services, plus fair and reasonable sums
for overhead and profit on such expenses;
(c) For all claims, costs, losses and damages incurred in
settlement of terminated contracts with
subcontractors, suppliers and others; and
(d) For reasonable expenses directly attributable to
termination.
SECTION 7: INDEMNIFICATION
POWER agrees, to the fullest extent permitted by law, to
indemnify and hold the Client, its officers and employees
harmless from any claim, damage, liability or cost
(including reasonable attorneys' fees and costs of
defense) to the extent caused by POWER'S negligent
acts, errors or omissions in the performance of
professional services under this Agreement and those of
its subconsultants or anyone for whom POWER is legally
liable. Notwithstanding the above, POWER's obligation
to defend, indemnify and hold harmless shall extend only
to POWER's percentage of negligence contributing to
such claim, damage, loss or expense on a comparative
basis of fault and responsibility between POWER and
Client. It is the express intent of this indemnity clause
that POWER shall not be obligated to indemnify Client
for Client's own negligence.
HLY 007-2185 (1/28/05)
Client agrees, to the fullest extent permitted by law, to
indemnify and hold POWER harmless from any claim,
damage, liability or cost (including reasonable attorneys'
fees and costs of defense) arising in whole or in part and
in any manner from the acts or failure to act, omissions,
breach or default of Client, or those of its contractors,
subcontractors or consultants or anyone for whom the
Client is legally liable, and arising from the project that is
the subject of this Agreement. In addition, Client agrees
to indemnify, defend and hold POWER harmless from or
against any claim or allegation that any process,
technology, equipment, materials or information provided
by Client in connection with this Agreement constitutes
an infringement of any U.S. patent, trade secret,
trademark, copyright or other proprietary rights of any
third party.
The indemnification obligations of POWER provided in
this Section shall expire on the fifth year anniversary
from the termination or completion of POWER's
professional services provided under this Agreement.
SECTION 8: INSURANCE
8.1 Limits
During the performance of the Services under this
Agreement, POWER shall maintain the following
insurance:
(a) General Liability insurance with bodily injury and
property damage of not less than $1,000,000 for
each occurrence and not less than $2,000,000 in the
aggregate.
(b) Automobile Liability insurance with bodily injury
and property damage limits of not less than
$1,000,000 for each accident.
(c) Workers' Compensation insurance in accordance
with statutory requirements and Employer's
Liability Insurance with limits of not less than
$500,000 for each occurrence.
(d) Professional Liability insurance with limits of not
less than $1,000,000 annual aggregate.
8.2 Endorsements
Client shall be named as an additional insured on policies
(a) and (b) listed above to the extent claims arise from the
Services which are performed pursuant to this
Agreement. Insurance policies (a) and (b) above shall be
endorsed to include the following language: "Insurance
as is afforded by the endorsements for additional insureds
shall apply as primary insurance. Any other insurance
maintained by the City of Lodi or its officers and
employees shall be excess only and not contributing with
the coinsurance afforded by this endorsement."
POWER ENGINEERS, INC.
3940 GLENBROOK DR. / P.O. BOX 1066 PHONE (208) 788-3456
HAILEY, ID 83333 Page 3 of 6 FAX (208) 788-2082
POWER
ENGINEERS
8.3 Proof Of Insurance
POWER shall furnish to Client a certificate of insurance
evidencing the above concurrently with the execution of
this Agreement and including a provision that such
insurance shall not be canceled without at least thirty (30)
days written notice to Client.
SECTION 9: LIMITATION OF LIABILITY
Client agrees to limit POWER's liability for insurable
events arising from POWER'S performance to the
insurance limits stated in Section 8, above. POWER'S
liability for non -insurable events including breach of
contract or breach of warranty shall not exceed
$100,000.00.
Neither POWER nor Client nor either party's suppliers,
agents, officers, and directors shall have any liability to
the other party or any other person or entity for any
indirect, incidental, special, or consequential damages
whatsoever, including but not limited to loss of revenue
or profit, loss of use, failure to realize anticipated profits
or savings, loss of or damage to data or other commercial
or economic loss, even if POWER has been advised of
the possibility of such damages, such damages are
foreseeable, or of potential claims by a third party.
SECTION 10: INDEPENDENT CONTRACTOR
POWER agrees it shall operate as an independent
contractor and will not be an agent, joint venturer, partner
or employee of the Client, nor will it be entitled to any
employee benefits provided by the Client. POWER shall
be responsible for payment of any and all unemployment,
social security, withholding, and other payroll taxes for
its employees as applicable.
SECTION 11: DOCUMENTS
11.1 Ownership and Reuse of Documents
(a) The Client acknowledges that POWER's drawings
and specifications, including all documents on
electronic media, are instruments of service for use
solely with respect to this Project and, unless
otherwise provided, POWER shall be deemed the
author of the drawings and specifications and shall
retain all common law, statutory and other reserved
rights, including the copyright. The Client shall be
permitted to retain copies, including reproducible
copies, of the drawings and specifications for the
Client's information, reference and use in
connection with the Project. The Client agrees to
waive any claim against POWER arising from any
unauthorized transfer, reuse or modification of the
drawings and specifications.
(b) Electronic files furnished by POWER shall be
subject to an acceptance period of thirty (30) days
during which the Client agrees to review and/or
perform appropriate acceptance tests. POWER shall
HLY 007-2185 (1/28/05)
correct any discrepancies or errors detected and
reported within the acceptance period at no charge
to the Client. After the acceptance period, the
electronic files shall be deemed to be accepted and
POWER shall have no obligation to correct errors or
maintain electronic files. The Client is aware that
differences may exist between the electronic files
delivered and the printed hard -copy documents. In
the event of a conflict between the signed or sealed
hard -copy documents prepared by POWER and the
electronic files, the hard -copy documents shall
govern.
(c) The Client agrees, to the fullest extent permitted by
law, to indemnify and hold POWER harmless from
any claim, liability or cost (including reasonable
attorneys' fees and defense costs) arising or
allegedly arising out of any reuse or modification of
the documents by the Client or any person or entity
that acquires or obtains the documents from or
through the Client.
11.2 Documents Supplied by Others
The parties agree that from time to time POWER may
need information from Client for the rendering of the
Services hereunder and Client agrees to provide POWER
such information as is then available. Client recognizes
that it is impossible for POWER to assure the sufficiency
and accuracy of such information. Accordingly, Client
waives any claim against POWER for liability or injury
or loss allegedly arising from errors, omissions, or
inaccuracies in documents, drawings, plans or data
provided to POWER by Client or by other third parties.
If any of the work or Services must be redone because of
errors in drawings, plans, or data supplied to POWER,
then POWER shall be compensated for such extra
Services and the Schedule shall be adjusted accordingly.
SECTION 12: CONFIDENTIALITY
It is understood that the parties may supply to each other
confidential or proprietary data during the performance of
this Agreement. The parties agrees to protect such data
from disclosure to outside parties, except where access to
such data is necessary for the purpose of performing the
services hereunder. Such data shall be marked
"Confidential" or "Proprietary" or defined as confidential
or proprietary in a separate writing. This confidentiality
requirement shall not apply to data that is known to the
parties prior to the execution of this Agreement or is in
the public domain. In the event such data is subpoenaed
by court order, or other legal process, the receiving party
shall notify the other party within five (5) business days
of receipt of such court order or legal process.
POWER ENGINEERS, INC.
3940 GLENBROOK DR. / P.O. BOX 1066 PHONE (208) 788-3456
HAILEY, ID 83333 Page 4 of 6 FAX (208) 788-2082
POWER
ENGINEERS
SECTION 13: DISPUTE RESOLUTION
13.1 Exclusive Manner of Dispute Resolution
Unless otherwise agreed to by the parties, the sole means
and method of resolving disputes shall be by mediation
and arbitration as set forth in this Agreement. Any
lawsuit filed to adjudicate a claim shall be promptly
dismissed by the filing party.
13.2 Mediation
All controversies or claims arising out of or relating to
this Agreement or breach thereof, except for claims
which have been waived hereunder, shall first be
submitted to mediation following the Commercial
Mediation Rules published by the American Arbitration
Association. Unless the parties agree otherwise,
mediation shall be held in Lodi, California. This
Agreement to mediate and any other agreement or
consent to mediate entered into in accordance with this
Agreement shall be specifically enforceable under the
prevailing law of any court having jurisdiction.
13.3 Arbitration
In the event mediation proves unsuccessful within sixty
(60) days of the appointment of the mediator, then all
claims, disputes and other matters in question arising out
of, or relating to, this Agreement or the breach thereof
shall be decided by arbitration conducted by one (1)
neutral arbitrator following the Construction Arbitration
Rules published by the American Arbitration
Association, unless the parties mutually agree otherwise.
This Agreement to arbitrate shall be specifically
enforceable. The Arbitrator shall not have the authority
to consider or award attorneys' fees, costs or punitive
damages as part of the Arbitrator's Award. Unless the
parties agree otherwise, arbitration shall be held in Lodi,
California. Arbitration shall be final and binding. This
Agreement to Arbitrate shall be specifically enforceable
under the prevailing law of any court having jurisdiction.
13.4 Notice
Notice of the demand for arbitration shall be filed in
writing with the other party to this Agreement. The
demand for arbitration shall be made within a reasonable
time after the claim, dispute or other matter in question
has arisen, and in no event shall it be made after the date
when institution of legal or equitable proceedings based
on such claim, dispute or other matter in question would
be barred by the applicable statute of limitations.
13.5 Costs and Fees
The parties shall share equally the costs and fees of the
mediator and arbitrator. Each party shall pay its own
costs and attorneys' fees incurred in mediation or
arbitration.
HLY 007-2185 (1/28/05)
SECTION 14: MISCELLANEOUS
14.1 Notices
Any notice hereunder shall be deemed served
immediately if hand -delivered in writing to an officer or
other duly appointed representative of the party to whom
the notice is directed. Notices shall also be deemed
served five (5) business days after transmittal by United
States first class mail, or within two (2) days if by any
overnight service(s), to the business address identified
below:
For POWER:
For Client:
John McGrew
Demy Bucaneg
3940 Glenbrook Drive
City of Lodi Electric Utilities
PO Box 1066
1331 S. Ham Lane
Hailey, ID 83333
Lodi, CA 95242
208-788-3456
209-333-6811
208-788-2082(fax)
209-339-0851
14.2 Applicable Law and Venue
This Agreement and all rights, obligations, liabilities, and
responsibilities of the parties hereto shall be governed by,
construed, and enforced in accordance with the laws and
venue of the State of California.
14.3 Subcontractors
At its request, Client shall have the right to pre -approve
the subcontracting of any services to be performed under
this Agreement, which approval shall not be
unreasonably withheld.
14.4 Successors and Assigns
Client and POWER each binds itself and its partners,
successors, executors, administrators, assigns and legal
representatives to the other party to this Agreement and
to the partners, successors, executors, administrators,
assigns, and legal representatives of such other party, in
respect to all covenants, agreements, and obligations of
this Agreement. This Agreement shall not be assigned by
either party without the other party's express written
consent. Provided, however, POWER shall be entitled to
subcontract portions of its work to other companies in
which POWER has an ownership interest without first
obtaining the written consent provided for under this
Section.
14.5 Equal Employment Opportunity
POWER and Client expressly agree not to discriminate
against any employee or applicant for employment
because of race, color, religion, gender, national origin,
or disability and shall during the performance of this
Agreement comply with all applicable Executive Orders
and federal regulations.
POWER ENGINEERS, INC.
3940 GLENBROOK DR. / P.O. BOX 1066 PHONE (208) 788-3456
HAILEY, ID 83333 Page 5 of 6 FAX (208) 788-2082
POWER
ENGINEERS
14.6 Entire Agreement
The terms and conditions herein represent the entire
agreement between the parties, and shall not be modified
except by written instrument duly executed by both
parties.
14.7 Severability
If any provision of this Agreement is held to be in
violation of any applicable law rendering such provision
void and unenforceable, such provision shall be deemed
severed from the Agreement and the remainder of the
Agreement shall remain in full force and effect.
14.8 Survival of Obligations
All representations, indemnifications, warranties and
guarantees made in, required by or given in accordance
with the Contract Documents, as well as all continuing
obligations indicated in the Contract Documents, will
survive final payment, completion and acceptance of the
Services and termination or completion of the
Agreement.
14.9 Counterparts
This Agreement may be executed in several counterparts,
each of which shall be an original and all of which shall
constitute one and the same document.
IN WITNESS WHEREOF the parties have caused this Agreement to be executed as of the date first
above written.
City of Lodi
By:
Printed:
Title:
POWER Engineers, Inc.
By:
Printed:
Title:
HLY 007-2185 (1/28/05)
POWER ENGINEERS, INC.
3940 GLENBROOK DR. / P.O. BOX 1066 PHONE (208) 788-3456
HAILEY, ID 83333 Page 6 of 6 FAX (208) 788-2082
OP ID
POWER -1
=
PRODUCER
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
The Hartwell Corporation
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
PO Box 51019
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
Idaho Falls ID 83405-1019
Phone: 208-522-5656 Fax:208-524-5721
INSURERS AFFORDING COVERAGE NAIC#
INSURED
INSURER XL Specialty Insurance Co.
INSURER Transportation Insurance Co.
Power En ineers Inc
INSURER Continental casualty Co 1
PO Box 1866
INSURERD
Hailey ID 83333-1066
INSURER E
POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
Li .TR INSR TYPE OF INSURANCE POLICY NUMBER DATEYMMIDDNYE DATE(MM/DD/YY) LIMITS
GENERAL LJABILJTY EACH OCCURRENCE $1,000,000
B X X COMMERCIAL GENERAL LIABILITY TCP2066337212 04/01/04 04/01/05 PREMISES (Ea occurence) $ 100,000
CLAIMS MADE X OCCUR MED EXP (Anyone person) $ 5,00p
PERSONAL &ADV INJURY $ 1,000,000
GENERAL AGGREGATE $ 2 ,000,000
GEN'LAGGREGATE LIIMIITAPPLIES PER PRODUCTS - COMP/OPAGG 52 ,000 ,000
POLICY X JPELOC
GT
AUTOMOBILE LIABILITY
COMBINED SINGLE LIMIT $1,000,000
C
X X ANY AUTO
BUA2066337226
04/01/04
04/01/05 (Ea accident)
ALL OWNED AUTOS
BODILY INJURY
$
SCHEDULEDAUTOS
(Per person)
HIRED AUTOS
BODILY INJURY
$
NON -OWNED AUTOS
(Per accident)
PROPERTY DAMAGE $
(Per accident)
GARAGE LIABILITY
AUTOONLY- EAACCIDENT S
ANY AUTO
[AUTOACC
ONLY. AGG $
EXCESS/UMBRELLA LIABILITY EACH OCCURRENCE $
OCCUR ❑ CLAIMS MADE AGGREGATE $
�$
DEDUCTIBLE 5
RETENTION $ $
vvU 61 C7177
'NORKERS COMPENSATION AND X TORY LIMITS I I ER
BEMPLOYERS' LIABILITY $1,000,000
ANY PRO PRIETOR/PARTNER/EXECUTIVE WC2066337257 (MULTISTATE) 04/01/04 04/01/05 EL EACH ACCIDENT
B (]FFICER/MEMBER EXCLUDED? WC2071953137 (CA ONLY) 04/01/04 04/01/05 EL DISEASE-EAEMPLOYE $1,000,000
If yes, describe under
;SPECIAL PROVISIONS below EL DISEASE -POLICY LIMIT $1,000,000
OTHER
A Professional Liab DPR9400343 04/01/04 04/01/05 Ea Claim $1,000,000
Claims Made Form Aggregate $1,000,000
)ESCHIPTION OF OPERATIONS/ LOCATIONS/ VEHI ES/ EXCLUSIONS ADDED BY ENDORS IENT / SPECIAL PR( SIONS
Re: Work performed under Written Contract. General & Auto Liability include
the City of Lodi, its elected & appointed board, commissions, officers,
sgents & employees as Additional Insureds per attached forms G -17957-G99
10/01 & CA20480299. General Liability policy is Primary & Non -Contributory,
k include Severability of Interest.
:ERTIFICATE HOLDER CANCELLATION
LODIL-1
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATIO
City of Lodi
DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN
Electric Utility Dept
NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL
Attn Hans Hansen
133 S Ham Lane
IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR
Lodi CA 95242-3995
REPRESENTATIVES.
AUrIPIZED REPR SENTATIV
RESOLUTION NO. 2005-35
A RESOLUTION OF THE LODI CITY COUNCIL AUTHORIZING
THE CITY MANAGER TO EXECUTE PROFESSIONAL SERVICES
AGREEMENT WITH POWER ENGINEERS, INC., FOR OIL SPILL
PREVENTION, CONTROL AND COUNTERMEASURE (SPCC)
EVALUATION AND DEVELOPMENT OF SPCC PLANS FOR
SUBSTATIONS AND THE SERVICE YARD, AND FURTHER
APPROPRIATE FUNDS
NOW, THEREFORE, BE IT RESOLVED that the Lodi City Council hereby
authorizes the City Manager to execute professional services agreement with Power
Engineers, Inc., of Hailey, ID, for oil Spill Prevention, Control, and Countermeasure
(SPCC) evaluation and development of SPCC plans for Henning, Industrial, Killelea, and
McLane Substations and the service yard; and
BE IT FURTHER RESOLVED that funds be appropriated in an amount not to
exceed $12,000 by transfer from Distribution System Improvement Business to the
Business Unit.
Dated: February 16,2005
I hereby certify that Resolution No. 2005-35 was passed and adopted by the Lodi
City Council in a regular meeting held February 16, 2005, by the following vote:
AYES: COUNCIL MEMBERS— Hansen, Hitchcock, Johnson, Mounce,
and Mayor Beckman
NOES: COUNCIL MEMBERS— None
ABSENT: COUNCIL MEMBERS— None
ABSTAIN: COUNCIL MEMBERS— None
SUSAN J. BLACKSTON
City Clerk
2005-35