Loading...
HomeMy WebLinkAbout540530 SPX TRANSFORMER SOLUTIONS - CONTRACT - BID - 7645 CHANGING HIGH SIDE DE-ENERGIZED TAP CHANGER &DocuSign Envelope ID: C73CD09C-6997-482E-AO8A-4B16C41242D4 SERVICES AGREEMENT THIS AGREEMENT made and entered into the day and year set forth below by and between THE CITY OF FORT COLLINS, COLORADO, a Municipal Corporation, hereinafter referred to as the "City" and SPX TRANSFORMER SOLUTIONS, INC., hereinafter referred to as "Service Provider". WITNESSETH: In consideration of the mutual covenants and obligations herein expressed, it is agreed by and between the parties hereto as follows: 1. Scope of Services. The Service Provider agrees to provide services in accordance with the scope of services attached hereto as Exhibit "A", consisting of seven (7) pages and incorporated herein by this reference. Irrespective of references in Exhibit A to certain named third parties, Professional shall be solely responsible for performance of all duties hereunder. 2. Contract Period. This Agreement shall commence upon the date of execution shown on the signature page of this Agreement and shall continue in full force and effect for one (1) year, unless sooner terminated as herein provided. In addition, at the option of the City, the Agreement may be extended for an additional period of four (4) years at the updated annual rates provided with written notice to the Service Provider mailed no later than ninety (90) days prior to contract end. Such change in Service Provider's annual rates shall be subject to acceptance by the City. If the updated annual rates are not accepted by the City, the Agreement will not be extended. 3. Delay. If either party is prevented in whole or in part from performing its obligations by unforeseeable causes beyond its reasonable control and without its fault or negligence, then the party so prevented shall be excused from whatever performance is prevented by such cause. To the extent that the performance is actually prevented, the Service Provider must provide written notice to the City of such condition within fifteen (15) days from the onset of such condition. Further, neither party shall be liable for any loss or damage as a result of any delay in shipment, delivery or installation due to any cause beyond that party's reasonable control, including without limitation, flood, hurricane, or other act of God, act of the other party, embargo or other governmental act or authority regulation or request, fire, theft, accident, strike, slowdown, labor dispute, war, riot, delay in transportation, inability to obtain necessary labor, materials or manufacturing facilities, whether at a party's operations or at the operations of a supplier or subcontractor to such party. In the event of any such delay, the date of performance shall be extended for a period equal to the time lost by reason of delay plus a reasonable time for resuming performance. 4. Early Termination by City/Notice. Notwithstanding the time periods contained herein, the City may terminate this Agreement at any time without cause by providing written notice of termination to the Service Provider. Such notice shall be delivered at least fifteen (15) days prior to the termination date contained in said notice unless otherwise agreed in Services Agreement 7645 Changing High Side De -Energized Tap Changer Page 1 of 18 DocuSign Envelope ID: C73CD09C-6997-482E-AO8A-4B16C41242D4 4. Required tests: ➢ Transformer turns ratio ➢ Resistance test all tap positions ➢ Operation: Change tap positions from as found to required position ➢ Resistance test all tap positions ➢ Turns ratio in the as -left position ➢ Insulation resistance (Megger) ➢ Power factor (Doble of windings and capacitance -type bushings) C. CITY RESPONSIBILITIES. The City shall be responsible for the following: ➢ Qualified Project Manager and two (2) Substation Techs to assist with the work. ➢ Supply and erection of scaffolding/ladders etc., to work on the transformer. ➢ Circuit switching and LOTO and grounding with approved safety methods to complete the work. ➢ Access to the equipment for trucks and crews and unrestricted work hours. ➢ Oil testing post tap change. ➢ 120V AC power for the Contractor's test equipment D. CONTRACTOR'S RESPONSIBILITIES. following: ➢ Qualified crew members. The Contractor shall be responsible for the ➢ Tools and test equipment to perform the required tests. ➢ Hard hat and safety harness and when working on top of substation transformers. ➢ Project coordinator to schedule work and follow up on reports. ➢ Review of testing immediately following the required tests to confirm "OK to re -energize". E. PROTECTIVE EQUIPMENT. The Contractor shall be responsible for furnishing the required protective equipment for his employees. Hard hats shall be worn at all . . times while in the substation. EXISTING FACILITIES. The Contractor shall take extreme care while working on the transformers to prevent damage to porcelain insulators, control cables, gauges, switches, 600V wiring, relays, etc. G. PRICING. The Contractor shall provide labor, equipment, and material for this project on a lump sum basis on the attached bid schedule. H. WORK HOURS. The working hours shall generally be from 8:00 am to 4:30 pm, Monday through Friday unless other arrangements are made with the City. I. SCHEDULE. The City would prefer that the Contractor's work commence on Wednesday of each week to allow Monday and Tuesday for switching and Services Agreement 7645 Changing High Side De -Energized Tap Changer Page 9 of 18 DocuSign Envelope ID: C73CD09C-6997-482E-A08A-4B16C41242D4 transformer jumper removal. The proposed schedule shall be mutually agreed upon by the City and the Contractor based on the number of man days required to perform the work. Re -scheduling of work by the City shall not constitute additional charges by the Contractor if a minimum of 3 days notice is given prior to the original agreed upon work day. J. INSURANCE. The Contractor shall be required to submit proof of insurance coverage prior to commencement of the work. Limits and details are as listed on Appendix A of the attached Sample Services Agreement. K. ATTACHMENTS. The following are included as part of these documents: ➢ DETCAppendixA - Describes the specifics of each transformer. ➢ Nameplate data in .pdf format for all transformers. ➢ Area map in .pdf format showing the general location of each substation. SECTION III - SUBMITTAL OF BIDS Qualified Contractors interested in performing the work described in this bid should submit a minimum of the following information to the City. A bid that does not include all of the information required may be deemed incomplete and is subject to rejection. Responses must include all of the items listed below, in the order listed: A. Contractor Information and Experience The Contractor should provide the following information: 1. Primary contact information for the company including contact name(s) and title(s), mailing address(s), phone number(s), and email address(s). 2. A list of qualifications for your firm and qualifications and experience of the specific staff members proposed to perform the services described above. A resume for key professional and technical persons assigned to the contract, shall be submitted. Identify the primary contact person and roles of each staff member. Please limit resumes to one page. 3. Description of how the project would be managed and who would have primary responsibility for its timely and professional completion. A project schedule including number of hours for each step shall be included. 4. Provide information from at least three accounts of similar scope. Include, at a minimum, the following information: 1) company name, 2) contact name, 3) phone number, 4) fax number, 5) email address, 6) brief description of project scope and value, 7) status of project. The City reserves the right to contact the references provided in your bid as well as other references without prior notification to you. 5. List your previous experience in the last 5 years working providing this service. 6. Describe the availability of project personnel to participate in this project in the context of the Contractor firm's other commitments. Services Agreement 7645 Changing High Side De -Energized Tap Changer Page 10 of 18 DocuSign Envelope ID: C73CD09C-6997-482E-A08A4B16C41242D4 B. Scope of Services 1. Complete specifications for proposed system components. 2. Detail the steps necessary to provide the scope of work and testing. Include employees and their roles. 3. Describe your safety program for employees. C. Pricing 1. Completed Bid Schedule, pages 13-18. 2. If necessary, travel & expenses shall be detailed and included on the bid submittal. 3. Hourly and overtime rates are to be provided and to be used in the event additional time is required per transformer: SECTION IV - SPECIAL CONDITIONS SCA PROJECT MANAGEMENT. The coordination of all field construction will be under the direction of the Project Manager, who will be responsible for coordinating work between various contactors and for resolving any conflicts between Contractors regarding scheduling or coordination. The time of completion is of the essence of this contract and the Contractor shall be responsible for performing the work in accordance with the specified construction schedule. If at any time the Contractor's work is behind schedule the Contractor shall increase his work force for getting the work back on schedule. The Project Manager will not be responsible for the assignment of personnel, or obtaining materials or supplies, or for any other services to the Contractor except the coordination of work between Contractors and as specifically set forth in these contract documents. SC.2 CONTRACTOR'S SUPERVISION AT THE SITE. The Contractor shall furnish adequate management, supervisory, and technical personnel on the site ensure expeditious and competent handling of the work. A superintendent experienced in the work specified herein, who is a member of the Contractor's organization, shall be a resident of the project throughout the work. The superintendent shall be fully authorized to act for the Contractor and receive whatever orders and notices may be given for the proper execution of the work. The Contractor's field organization shall include an experienced staff of qualified technical personnel to handle the work. Services Agreement 7645 Changing High Side De -Energized Tap Changer Page 11 of 18 DocuSign Envelope ID: C73CD09C-6997-482E-A08A-4B76C41242D4 The Contractor shall be responsible for complete supervision and control of any of his subcontractors as though they were his own forces. Notice to the Contractor shall be considered notice to any subcontractor. SC.3 RELATIONS WITH OTHER CONTRACTORS. The Contractor shall cooperate with all other Contractors and City crews who may be performing work in behalf of the City in the vicinity of the work under this contract and shall conduct his operations to minimize interference with the work of such Contractors or workmen. The Contractor shall promptly make good, at his own expense, any injury or damage that may be sustained by other Contractors or employees of the City by his actions. Any difference or conflict which may arise between the Contractor and other Contractors, or between the Contractor and the workmen of the City shall be resolved as determined by the Project Manager. If the work of the Contractor is delayed because of any acts or omissions of any other Contractor, the Contractor shall have no claim against the City on that account other than an extension of time. SCA METHODS OF FIELD OPERATION. The Contractor shall inform the Project Manager in advance as to the Contractor's plans for carrying out each part of the field work. Review by the Project Manager of any plan or method of work shall not relieve the Contractor of any responsibility thereof, and such review shall not be considered as an assumption of any risk or liability by the City or any officer, agent or employee therefor. The Contractor shall have no claim because of the failure or inefficiency of any plan or method so reviewed. Any method of work suggested by the Project Manager, but not specified, shall be used at the risk and responsibility of the Contractor, and the City shall have no responsibility therefor. The Contractor shall have no claim because of the failure or inefficiency of any plan or method so reviewed. The Contractor shall comply with all applicable requirements of federal, state, and local codes and of all other authorities having jurisdiction over this work. The Contractor shall be solely and completely responsible for conditions related to his work including safety of all persons and property during performance of the work. This requirement shall apply continuously and not be limited to normal working hours. SC.5 PROTECTION OF PROPERTY. The Contractor shall be accountable for any damages resulting from his operations. He shall be fully responsible for the all structures including existing fences, switchgear buildings, switches, overhead lines, overhead bus, insulators, gauges, radiators, or any other equipment or structures located within the substation facility including any other devices in the switchgear. Services Agreement 7645 Changing High Side De -Energized Tap Changer Page 12 of 18 DocuSign Envelope ID: C73CD09C-6997-482E-A08A-4B16C41242D4 The Contractor shall furnish and maintain all necessary safety equipment, such as barriers, signs, warning lights and guards to provide adequate protection of persons and property. Repair of substation facilities and equipment, should damage occur, shall be as directed and approved by the Project Manager. The Contractor shall be solely responsible for the damage repair costs. Utility personnel will provide the Contractor with access to the substation facility and Utility personnel will be present at all times during the duration of the work. SCA UNFAVORABLE CONSTRUCTION CONDITIONS. During periods of unfavorable weather, rain, wind, lightning, or other unsuitable construction conditions, the Contractor shall confine his operations to work that will not be adversely affected thereby. No outside work shall be performed under adverse conditions such as blowing dust, rain or snow. SC.7 REJECTED WORK AND MATERIALS. The Contractor, upon written notice from the Project Manager, shall remove from the premises all materials or work rejected as defective, unsound, improper, or in any way failing to meet the requirements of the contract documents. The Contractor shall at his sole expense make good all work damaged by such removal and shall promptly replace all unacceptable work and materials. If the Contractor does not remove his rejected work and materials immediately after written notice, the City may remove and replace such work and materials at the expense of the Contractor. SC.8 CONSTRUCTION AREA LIMITS. The Contractor shall not trespass in or on areas other than those required to perform the work. The work will be performed in an energized electrical substation adjacent to overhead lines and aluminum bus with voltages of 230KV, 115KV and 13.8KV. When entering or exiting the substation with equipment, extreme caution must be exercised. If any contact is made with these facilities, iniury or death is very probable. Under no circumstance shall the Contractor work or have equipment outside the designated work area. SC.9 PROTECTION OF CONCRETE SURFACES. Concrete pads, slabs, tower bases, retaining curbs and all other concrete structures within the substation shall be protected from chipping, gouging, scratching, staining, and other damage. Damaged sections shall be repaired or replaced subject to the Project Manager's discretion and acceptance. Nonflammable, oil resistant coverings shall be used to protect concrete surfaces from staining when required. Services Agreement 7645 Changing High Side De -Energized Tap Changer Page 13 of 18 DocuSign Envelope ID: C73CD09C-6997-482E-A08A4B76C41242D4 SC.10 COOPERATION WITH THE CITY. The performance of the construction work that affects the operation of the City's electrical system facilities shall be scheduled to be performed only at times acceptable to the City. SC.11 AGREEMENT. The City's Services Agreement is attached. Any exceptions to the Agreement must be noted in your response. SC.12 CITY CONTACTS. The City project contacts shall be as follows: Project Manager Substation Specialist Substation Specialist Name Work# Cell# Bob Hover 970-221-6725 970-217-8109 Ryan Greene Kevin Knotts 970-443-4730 970-631-5420 The Project Manager will be responsible for all final decisions regarding the work SC.13 ACCIDENT PREVENTION. The Contractor shall use prudent safety precautions for protection of the life and health of his/her employees and other persons, to prevent damage to property, materials, supplies, and equipment, and to avoid work interruptions in the performance of this contract. Contractor shall also take or cause to be taken such additional measures as the City's representative may determine to be reasonably necessary. The Contractor shall submit a detailed report immediately to the Project Manager on all accidents resulting in death, serious injury or damage to property, materials, supplies, and equipment incidental to work performed under this Contract. All accidents and minor injuries shall be reported to the City's representative within a reasonable time. SC.14 SAFETY REQUIREMENTS. Contractor shall take all necessary precautions for the safety of, and shall provide the necessary protection to prevent damage, injury or loss to: All persons on the Work site or who may be affected by the work All Work, materials and equipment to be incorporated therein Other property at the site or adjacent thereto, including trees, shrubs, lawns, walks, pavements, roadways, structures, utilities and underground facilities not designated for removal, relocation or replacement in the course of construction Contractor shall comply with all applicable laws and regulations of any public body having jurisdiction for safety of persons or property or to protect them from damage, injury or loss; and shall erect and maintain all necessary safeguards for such safety and protection. Services Agreement 7645 Changing High Side De -Energized Tap Changer Page 14 of 18 DocuSign Envelope ID: C73CD09C-6997-482E-A08A-4B16C41242D4 EXHIBIT B COMPENSATION APPENDIX B BID scHEDULE Bidders are to complete and return pages 14 through 19 of the bid. PROJECT: 7645 CHANGING HIGH SIDE DE -ENERGIZED TAP CHANGER AND TESTING In compliance with your Invitation to Bid 7645 and subject to all conditions thereof, the undersigned a (Corporation, Limited Liability Company, Partnership, Joint Venture, or Sole Proprietor) authorized to do business in the State of Colorado hereby proposes to fumish and do everything required by:the Contract Documents. The undersigned Bidder does hereby declare and stipulate that this bid is made in good faith, without collusion or connection with any other person or persons Bidding for the same Work, and that it is made in pursuance of and subject to all the terms and conditions of the Invitation to Bid and Instructions to Bidders, the Agreement,.the detailed Scope of Work, and the Drawings pertaining to the Work to be done, all of which have been examined by the undersigned. Z. The Contractor has obtained all necessary authorizations and approvals that will enable the Contractor to commit to the terms provided in this bid: 3. All the various phases of Work enumerated in the Contract Documents with their individual jobs and overhead, whether specifically mentioned,. included by .implication or appurtenant.thereto, are to be performed by the Bidder. 4. The undersigned Bidder hereby acknowledges receipt of Addenda No. 1 through ***Addendum No. 1 has been received*" 5. This Bid is .in complete in accordance with the Purchaser's Specification, without exception (yes or no). _ No The Contractor shall list and detail all exceptions taken to the Specification. Exceptions taken, but not listed below, will not be accepted by the City. If exceptions are taken (detail follows): Note: Appendix F -Service Agreement redline included with bid package Services Agreement 7645 Changing High Side De -Energized Tap Changer Page 15 of 18 DocuSign Envelope ID: C73CD09C-6997-482E-AO8A4B16C41242D4 LOCATION UNIT PRICE* 1 Drake Substation 200 XFMR T1 $4,500.00 2 Drake Substation 200 XFMR T2 $4500.00 3 Timberline Substation 300 XFMR T1 $4,500-00 4 Timberline Substation 300 XFMR T2 $4,500.00 5 Harmony Substation 501 XFMR T1 $4,500.00 6 Harmony Substation 501 FMR T2 $4,500.00 7 Harmony Substation 502 XFMR T3 $4,500.00 8 Harmony Substation 502 XFMR T4 $4,500.00 9 Richards Substation 600 XFMR T1 $4,500.00 10 Richards Substation 600 XFMR T2 $4,500.00 11 Linden Substation 700 XFMR T1 S4•500'00 12 Linden Substation 700 XFMR T1 $4.500.00 13 Dixon Substation 800 XFMR T1 $4s00.00 14 Dixon Substation 800 XFMR T2 $4.500.00 15 Partner Substation 900 XFMR TI $4,5M.00 16 Portner Substation 900 XFMR T2 $4,500.00 17 TOTAL LUMP SUM(all substations $72,000.00 18 Estimated man days per transformer 3 days total per transformer (2 travel days -1 day on site) 19 Contractor's Hourly rates (only to be used if additional time is required per transformer Straight time $1201hr Overtime $leomr Sunda s! ofda s $24omr *Unit prices shall include all mobilization, labor and equipment to complete the work on each transformer. Services Agreement 7645 Changing High Side De -Energized Tap Changer Page 16 of 18 DocuSign Envelope ID: C73CD09C-6997-482E-A08A-4B16C41242D4 EXHIBIT C INSURANCE REQUIREMENTS The Service Provider will provide, from insurance companies acceptable to the City, the insurance coverage designated hereinafter and pay all costs. Before commencing work under this bid, the Service Provider shall furnish the City with certificates of insurance showing the type, amount, class of operations covered, effective dates and date of expiration of policies, and containing substantially the following statement: "The insurance evidenced by this Certificate will not be cancelled or materially altered, except after ten (10) days written notice has been received by the City of Fort Collins from Service Provider." In case of the breach of any provision of the Insurance Requirements, the City, at its option, may take out and maintain, at the expense of the Service Provider, such insurance as the City may deem proper and may deduct the cost of such insurance from any monies which may be due or become due the Service Provider under this Agreement. The City, its officers, agents and employees shall be named as additional insureds on the Service Provider's general liability and automobile liability insurance policies for any claims arising out of work performed under this Agreement. 2. Insurance coverages shall be as follows: A. Workers' Compensation & Employer's Liability. The Service Provider shall maintain during the life of this Agreement for all of the Service Provider's employees engaged in work performed under this agreement: Workers' Compensation insurance with statutory limits as required by Colorado law. 2. Employer's Liability insurance with limits of $100,000 per accident, $500,000 disease aggregate, and $100,000 disease each employee. B. Commercial General & Vehicle Liability. The Service Provider shall maintain during the life of this Agreement such commercial general liability and automobile liability insurance as will provide coverage for damage claims of personal injury, including accidental death, as well as for claims for property damage, which may arise directly or indirectly from the performance of work under this Agreement. Coverage for property damage shall be on a "broad form" basis. The amount of insurance for each coverage, Commercial General and Vehicle, shall not be less than $2,000,000 combined single limits for bodily injury and property damage. In the event any work is performed by a subcontractor, the Service Provider shall be responsible for any liability directly or indirectly arising out of the work performed under this Agreement by a subcontractor, which liability is not covered by the subcontractor's insurance. New insurance 1i i Services Agreement 7645 Changing High Side De -Energized Tap Changer Page 17 of 18 DocuSign Envelope ID: C73CD09C-6997-482E-A08A-4B16C41242D4 EXHIBIT D CONFIDENTIALITY IN CONNECTION WITH SERVICES provided to the City of Fort Collins (the "City") pursuant to this Agreement (the "Agreement"), the Service Provider hereby acknowledges that it has been informed that the City has established policies and procedures with regard to the handling of confidential information and other sensitive materials. In consideration of access to certain information, data and material (hereinafter individually and collectively, regardless of nature, referred to as "information") that are the property of and/or relate to the City or its employees, customers or suppliers, which access is related to the performance of services that the Service Provider has agreed to perform, the Service Provider hereby acknowledges and agrees as follows: That information that has or will come into its possession or knowledge in connection with the performance of services for the City may be confidential and/or proprietary. The Service Provider agrees to treat as confidential (a) all information that is owned by the City, or that relates to the business of the City, or that is used by the City in carrying on business, and (b) all information that is proprietary to a third party (including but not limited to customers and suppliers of the City). The Service Provider shall not disclose any such information to any person not having a legitimate need -to -know for purposes authorized by the City. Further, the Service Provider shall not use such information to obtain any economic or other benefit for itself, or any third party, except as specifically authorized by the City. The foregoing to the contrary notwithstanding, the Service Provider understands that it shall have no obligation under this Agreement with respect to information and material that (a) becomes generally known to the public by publication or some means other than a breach of duty of this Agreement, or is known by Service Provider prior to such disclosure by the City, or was independently developed by Service Provider without the aid, use or application of the City's confidential information, or was provided to Service Provider by a third party not under an obligation of confidentiality (b) is required by law, regulation or court order to be disclosed, provided that the request for such disclosure is proper and the disclosure does not exceed that which is required. In the event of any disclosure under (b) above, the Service Provider shall furnish a copy of this Agreement to anyone to whom it is required to make such disclosure and shall promptly advise the City in writing of each such disclosure. In the event that the Service Provider ceases to perform services for the City, or the City so requests for any reason, the Service Provider shall promptly return to the City any and all information described hereinabove, including all copies, notes and/or summaries (handwritten or mechanically produced) thereof, in its possession or control or as to which it otherwise has access provided, however, that Service Provider shall retain a single copy of all such information for record keeping purposes, subject to the provisions of this Confidentiality Agreement. The Service Provider understands and agrees that the City's remedies at law for a breach of the Service Provider's obligations under this Confidentiality Agreement may be inadequate and that the City shall, in the event of any such breach, be entitled to seek equitable relief (including without limitation preliminary and permanent injunctive relief and specific performance) in addition to all other remedies provided hereunder or available at law. Services Agreement 7645 Changing High Side De -Energized Tap Changer Page 18 of 18 DocuSign Envelope ID: C73CD09C-6997-482E-A08A4B16C41242D4 writing by the parties. All notices provided under this Agreement shall be effective when mailed, postage prepaid and sent to the following addresses: Service Provider: City: Copy to: Spx Transformer Solutions, Inc. City of Fort Collins City of Fort Collins Attn: Tom Pickens Attn: Bob Hover Attn: Purchasing Dept. 1925 Satterfield Drive PO Box 580 PO Box 580 Pocatello, ID 83201 Fort Collins, CO 80522 Fort Collins, CO 80522 In the event of early termination by the City, the Service Provider shall be paid for services rendered to the date of termination, subject only to the satisfactory performance of the Service Provider's obligations under this Agreement and the direct cost of ordered materials which cannot be cancelled, returned or utilized by Service Provider, and reasonable and verifiable demobilization costs and expenses. Service Provider will make every reasonable effort to mitigate costs. Such payment shall be the Service Provider's sole right and remedy for such termination. 5. Contract Sum. The City shall pay the Service Provider for the performance of this Contract, subject to additions and deletions provided herein, per the attached Exhibit "B", consisting of two (2) pages, and incorporated herein by this reference. 6. City Representative. The City will designate, prior to commencement of the work, its representative who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the services provided under this agreement. All requests concerning this agreement shall be directed to the City Representative. 7. Independent Service Provider. The services to be performed by Service Provider are those of an independent service provider and not of an employee of the City of Fort Collins. The City shall not be responsible for withholding any portion of Service Provider's compensation hereunder for the payment of. FICA, Workmen's Compensation or other taxes or benefits or for any other purpose. 8. Subcontractors. Service Provider may not subcontract any of the Work.set forth in the Exhibit A, Statement of Work without the prior written consent of the city, which shall not be unreasonably withheld. If any of the Work is subcontracted hereunder (with the consent of the City), then the following provisions shall apply: (a) the subcontractor must be a reputable, qualified firm with an established record of successful performance in its respective trade performing identical or substantially similar work, (b) the subcontractor will be required to comply with all applicable terms of this Agreement, (c) the subcontract will not create any contractual relationship between any such subcontractor and the City, nor will it obligate the City to pay or see to the payment of any subcontractor, and (d) the work of the subcontractor will be subject to inspection by the City to the same extent as the work of the Service Provider. 9. Personal Services. It is understood that the City enters into the Agreement based on the special abilities of the Service Provider and that this Agreement shall be considered as an agreement for personal services. Accordingly, the Service Provider shall neither assign any responsibilities nor delegate any duties arising under the Agreement without the prior Services Agreement 7645 Changing High Side De -Energized Tap Changer Page 2 of 18 DocuSign Envelope ID: C73CD09C-6997-482E-AO8A-4B16C4124204 -1 ® " o CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDIYYYY) 0712912014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Aon Risk Services central, Inc. Grand Rapids MI Office CONTACT NAME: PHONE (616) 456-5366 FAX (616) 456J451 (A)C. No.Etl): A/C, N.: 171 Monroe Avenue, N.W. Suite 525 E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAICp Grand Rapids MI 49503 USA INSURED INSURER A: ACE American Insurance Company 22667 SPX Transformer Solutions, Inc. Sex Corporation INSURER B: INSURER C: 13320 Ballantyne Corporate Place Charlotte NC 28277 USA INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 570054729527 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested LTR TYPE OF INSURANCE INSD VAT) POLICY NUMBERCYLXP MMIDDIYYYY F IDDIVYYY LIMITS A MMERCIAL GENERAL LIABILITY %SL G EACH OCCURRENCE ES, 000, 000 CLAIMS -MADE — OCCUR JXConiiactusi Products Coverage SIR applies per policy terns & conch ions I E PREMISES Ea occu.verxc $5.000,000 MED ExP (Any one person) A Daoillry HDO G27329226 01/01/201401/01/201S Excludes Products COverag PERSONAL 8 ADV INJURY $5,000,000 GENT AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $25,000,000 % POLICY ❑JE a LOC PRODUCTS - COMP/OPAGG $10,000,0oo OTHER'. A AUTOMOBILE LIABILITY ISA H08816098 01/01/2014 01/01/201S COMBINED SINGLE LIMIT Ea dent] $2,000,000 BODILY INJURV(Per person) % ANVAUTO ALLOWNED SCHEDULED BODILY INJURY (Peravjeene AUTOS AUTOS X' HIREDAUTOS X NON-0WNEO AUTOS PROPERtt DAMAGE Per ecckent UMBRELLA LIAB OCCUR EACH OCCURRENCE EXCESS LIAB H CLAIMS -MADE AGGREGATE DED RETENTION A A WORKERS COMPENSATION AND EMPLOYERS'UABWTY YIN ANY PROPRIETIXUPART 1E%ECUTIVE OFFIOERMEMBER E%LWOEDt I andator,in EI DESCRIPTION OF OPERATIONS below N/A WLR C4787628A All other States SCF C47876291 WI Ol Ol 2014 Ol/Ol/2014 01/Ol/201S Ol/Ol/201$ X PERSTATUTE OTH- ER E.EACH ACCIDENT $1,000,000 E.L. DISEASE -EA EMPLOYEE $1,000,000 E.L. DISEASE -POLICY LIMIT $1,000,000 A Excess WE WCU C47876308 01/01/2014 01/01/2015 EL Each Accident $1,000,000 MI, OR EL Disease - Policy $1,000,000 SIR applies per policy terns & condi ions EL Disease - Ea pap $1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, AEdibonal Remailo Schedule, may be attached II more space is required) see next page for additional information. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. CITY Of FORT COLLINS Gerry Paul, Director of Purchasing and AUTHORVED REPRESENTATIVE Risk Management 215 N MASON STREET FORT COLLINS CO 80522 USA t� 11•t-4et!O zJ fa0. ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD m` le le .:a s` _Z- Q+ .0 95�r� Fro ia - Ift-i DocuSign Envelope ID: C73CD09C-6997-482E-AOBA-4B16C41242D4 AGENCY CUSTOMER ID: 570000011078 LOC #: ADDITIONAL REMARKS SCHEDULE ACORO® Page _ of _ AGENCY ADD Risk Services Central, Inc. NAMEDINSURED 5Px Transformer Solutions, Inc. POLICY NUMBER see Certificate Number: 570054729527 CARRIER See Certificate Number: 570054729527 NAIC CODE EFFECTIVE DATE. 1 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance Additional Description of Operations) Lorarons l veMdes. Certificate -holder is an Additional Insured under the General Liability policy described hereon up to the limits of liability required in the contract and only with respect to the work performed and/or products supplied in contract #7645 / Job Description -DETC service work & Testing in Fort Collins, CO.- as provided in the attached endorsement, this insurance applies only to the vicarious liability of the Additional Insured as a result of the Named Insured's performance of the above scheduled contract and not to liability arising out of the negligent, willful or tortuous misconduct of any person or organization included as an additional insured hereunder. Certificate -holder is an Additional Insured under the Automobile Liability policy described hereon only with respect to Named insured's activities in connection with the contract described hereon - as provided in the attached endorsement, this insurance applies only to the vicarious liability of the additional insured and does not apply to or cover any liability arising out of the negligence, willful misconduct or tortuous misconduct of any person or organization included as an additional insured hereunder. Limits of Liability shown for General Liability policy #XSLG27329214 are in excess of a self insured Retention of $250,000 per occurrence. Limits of Liability shown for workers' compensation policy #wcuc47876308 are in excess of a self insured Retention of $1,000,000 per occurrence. ACORD 101 (20081011 ®2008 ACORD CORPORATION. All it reserved The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: C73CD09C-6997-482E-A08A-4B16C41242D4 written consent of the City 10. Acceptance Not Waiver. The City's approval or acceptance of, or payment for any of the services shall not be construed to operate as a waiver of any rights or benefits provided to the City under this Agreement or cause of action arising out of performance of this Agreement. 11. Warranty. For a period of one (1) year from the date of performance of services or delivery of goods hereunder, Service Provider warrants to the City the services performed by or on behalf of Service Provider to be free from defects in materials and workmanship and the goods manufactured by Service Provider to be free from defects in title, material, and workmanship. All materials and equipment incorporated into any work shall be new and shall be in conformance with the Specifications. If within such period any services or goods are defective, then such services shall be corrected by the Service Provider and, at Service Provider's option, such goods repaired or replaced or substitute goods obtained. City 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. Service Provider's obligation is conditioned upon Service Provider's receipt of written notice of any alleged nonconformity or defect within 10 days after its discovery and, with respect to goods, at Service Provider's option, return of such goods to Service Provider's factory, with all freight and insurance to and from the repair facility to be at Service Provider's expense. With respect to goods not manufactured by Service Provider, Service Provider makes no warranty, except as otherwise provided herein and other than good title and agrees to transfer to City the original manufacturer's warranty, which shall provide the exclusive remedy for any defect. The foregoing warranties constitute Service Provider's entire warranty and City's sole and exclusive remedy related to the Work. EXCEPT AS EXPRESSLY SET FORTH ABOVE, SERVICE PROVIDER MAKES NO WARRANTY OF ANY KIND WHATSOEVER, AND SERVICE PROVIDER EXPRESSLY DISCLAIMS ANY WARRANTIES IMPLIED BY LAW, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 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 City or a third party; (iii) accident, fire, flood, or acts of God; or (iv) inaccurate or incomplete information or data supplied or approved by City. 12. Default. Each and every term and condition hereof shall be deemed to be a material element of this Agreement. In the event either party should fail or refuse to perform according to the terms of this agreement, such party may be declared in default thereof. 13. Remedies. In the event a party has been declared in default, such defaulting party shall be allowed a period of twenty (20) days within which to cure said default. In the event the default remains uncorrected, the party declaring default may elect to (a) terminate the Agreement and seek damages; (b) treat the Agreement as continuing and require specific Services Agreement 7645 Changing High Side De -Energized Tap Changer Page 3 of 18 DocuSign Envelope ID: C73CD09C-6997-482E-A08A-4B16C41242D4 performance; or (c) avail himself of any other remedy at law or equity. If the non -defaulting party commences legal or equitable actions against the defaulting party, the defaulting party shall be liable to the non -defaulting party for the non -defaulting party's reasonable attorney fees and costs incurred because of the default. 14. Binding Effect. This writing, together with the exhibits hereto, constitutes the entire agreement between the parties and shall be binding upon said parties, their officers, employees, agents and assigns and shall inure to the benefit of the respective survivors, heirs, personal representatives, successors and assigns of said parties. 15. Indemnity/Insurance. a. The Service Provider agrees to indemnify and save harmless the City, its officers, agents and employees against and from any and all third party actions, suits, claims, demands or liability of any character whatsoever brought or asserted for injuries to or death of any person or persons, or damages to property arising out of, result from or occurring in connection with the Service Provider's performance of any service hereunder. b. The Service Provider shall take all necessary precautions in performing the work hereunder to prevent injury to persons and property. c. Without limiting any of the Service Provider's obligations hereunder, the Service Provider shall provide and maintain insurance coverage naming the City as an additional insured under this Agreement of the type and with the limits specified within Exhibit C, consisting of one (1) page, attached hereto and incorporated herein by this reference. The Service Provider before commencing services hereunder, shall deliver to the City's Director of Purchasing and Risk Management, P. O. Box 580 Fort Collins, Colorado 80522 one copy of a certificate evidencing the insurance coverage required from an insurance company acceptable to the City. 16. Entire Agreement. This Agreement, along with all Exhibits and other documents incorporated herein, shall constitute the entire Agreement of the parties. Covenants or representations not contained in this Agreement shall not be binding on the parties. 17. Law/Severability. The laws of the State of Colorado shall govern the construction interpretation, execution and enforcement of this Agreement. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision of this Agreement. 18. Prohibition Against Employing Illegal Aliens. Pursuant to Section 8-17.5-101, C.R.S., et. seq., Service Provider represents and agrees that: a. As of the date of this Agreement: 1. Service Provider does not knowingly employ or contract with an illegal alien who will perform work under this Agreement; and 2. Service Provider will participate in either the e-Verify program created in Public Law 208, 104th Congress, as amended, and expanded in Public Law 156, 108th Services Agreement 7645 Changing High Side De -Energized Tap Changer Page 4 of 18 DocuSign Envelope ID: C73CD09C-6997-482E-A08A-4B76C41242D4 Congress, as amended, administered by the United States Department of Homeland Security (the "e-Verify Program") or the Department Program (the "Department Program"), an employment verification program established pursuant to Section 8-17.5-102(5)(c) C.R.S. in order to confirm the employment eligibility of all newly hired employees to perform work under this Agreement. b. Service Provider shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or knowingly enter into a contract with a subcontractor that knowingly employs or contracts with an illegal alien to perform work under this Agreement. c. Service Provider is prohibited from using the e-Verify Program or Department Program procedures to undertake pre -employment screening of job applicants while this Agreement is being performed. d. If Service Provider obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, Service Provider shall: 1. Notify such subcontractor and the City within three days that Service Provider has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and 2. Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to this section the subcontractor does not cease employing or contracting with the illegal alien; except thaYService Provider shall not terminate the contract with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. e. Service Provider shall comply with any reasonable request by the Colorado Department of Labor and Employment (the "Department") made in the course of an investigation that the Department undertakes or is undertaking pursuant to the authority established in Subsection 8-17.5-102 (5), C.R.S. f. If Service Provider violates any provision of this Agreement pertaining to the duties imposed by Subsection 8-17.5-102, C.R.S. the City may terminate this Agreement. If this Agreement is so terminated, Service Provider shall be liable for actual and consequential damages to the City arising out of Service Provider's violation of Subsection 8-17.5-102, C.R.S. g. The City will notify the Office of the Secretary of State if Service Provider violates this provision of this Agreement and the City terminates the Agreement for such breach. 19. Red Flaps Rules. Service Provider must implement reasonable policies and procedures to detect, prevent and mitigate the risk of identity theft in compliance with the Identity Theft Red Flags Rules found at 16 Code of Federal Regulations part 681. Further, Service Provider must take appropriate steps to mitigate identity theft if it occurs with one or more of the City's covered accounts and must as expeditiously as possible notify the Services Agreement 7645 Changing High Side De -Energized Tap Changer Page 5 of 18 DocuSign Envelope ID: C73CD09C-6997-482E-AO8A-4B16C41242D4 City in writing of significant breeches of security or Red Flags to the Utilities or the Privacy Committee. 20. Special Provisions. Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit "D" - Confidentiality, consisting of one (1) page, attached hereto and incorporated herein by this reference. 21. Limitation of Liability. The Service Provider and the City shall in no event be liable for any indirect, special or consequential damages whatsoever, under any theory of relief, including without limitation, breach of warranty, breach of contract, tort , strict liability, or otherwise, arising out of or related to that Party's acts or omissions. Under no circumstances shall either parties' liability exceed the contract price for the specific goods and services upon which the claim is based. Services Agreement 7645 Changing High Side De -Energized Tap Changer Page 6 of 18 DocuSign Envelope ID: C73CD09C-6997-482E-A08A4B16C41242D4 ATTEST: EDocuftned by: WStn, City Clerk APPROVED AS TO FORM: l DxuSignneE by: Assistant City Attorney CITY OF FORT COLLINS, COLORADO a municipal corporation By:2DocuSign d by: �� /�)� Gerry Paul Director of Purchasing and Risk Management 7/30/2014 SPX TRANSFORMER SOLUTIONS, INC. 0 PRINT NAME CORPORATE PRESIDENT OR VICE PRESIDENT Services Agreement 7645 Changing High Side De -Energized Tap Changer Page 7 of 18 T-294 P0008/0019 F-008 DocuSign Envelo�eID:C73CD09C-6997-482E-A08A4B16C41242D4 g195811675 Uf L 1Z Au..' L11Vll DocuSign Envelope ID: C73CD09C-6997-482E-A08A-4Bl6C41242D4 I'a\rI1:6to City Clerk APPROVED AS TO FORM. Assistant City Attorney CITY OF FORT COLLINS, COLORADO a municipal corporation By: Gerry Paul Director of Purchasing and Risk Management Date: SPX TRANSFORMER SOLUTIONS, INC. By. Troy Ka rich PRINT NAME vice President & General Manager, Goldsboro, service & Components CORPORATE PRESIDENT OR VICE PRESIDENT Services Agreement 7645 Changing High Side De -Energized Tap Changer Page 7 of 18 DocuSign Envelope ID: C73CD09C-6997-482E-A08A-4B76C41242D4 EXHIBIT A SCOPE OF WORK A. GENERAL. This section covers procedures and testing on 115KV and 230KV substation power transformers when performing a De -energized Tap Changer (DETC) change. All switching operations, including racking of breakers and opening high side and low side breakers, and equipment grounding shall be performed by Utility personnel. The Contractor shall verify that the transformer(s) are de -energized and grounded prior to commencement of work. All clearances shall be taken by Utility personnel. Where the Contractor will be working on Utility equipment a joint clearance shall be issued to Utility personnel and the Contractor from the SCO operations center. All pertinent safety regulations shall be rigidly adhered to. B. SCOPE OF WORK. The work under these specifications and documents shall include changing of the DETC and associated testing on 115KV and 230KV substation power transformers. The work under these specifications and documents shall include furnishing equipment, labor, and materials to complete the work. Major components of the Contractors work include: ➢ Change the De -energized Tap Changer (DETC) position on each 30/40/50MVA 115KV and 230KV substation power transformers from their as found tap position to the specified position as indicated in Appendix A. Prior to this date the DETCs have not been operated or have not been operated for an extended period of time. Any issues with the DETCs shall be recognized and addressed by the technician familiar with DETC operations and their problems. The Contractor shall be responsible for making the physical tap change. ➢ Perform transformer testing pre and post DETC change to verify condition of the transformer. ➢ One transformer per week will be changed. The Contractor shall assume one mobilization per week. Detailed scope: Mobilize Transformer Technician to the site 1. Confirm LOTO. Set up work area. 2. Perform a visual inspection of the transformer. 3. Factory testing will be performed in accordance with the methods described in ANSI/IEEE C57.12.90 latest version standards for transformers. Services Agreement 7645 Changing High Side De -Energized Tap Changer Page 8 of 18